EXHIBIT (a)-(1)

PRELIMINARY PROXY STATEMENT OF THE COMPANY

______, 2020

Shareholders of Bitauto Holdings Limited
Re: Notice of Extraordinary General Meeting of Shareholders

Dear Shareholder:

You are cordially invited to attend an extraordinary general meeting of the shareholders of Bitauto Holdings Limited (the “Company”) to be held on ______, 2020 at ______ (China Standard Time). The meeting will be held at [10/F, New Century Hotel Office Tower, No. 6 South Capital Stadium Road, 100044 Beijing, the People’s Republic of China]. The accompanying notice of the extraordinary general meeting and proxy statement provide information regarding the matters to be considered and voted on at the extraordinary general meeting, including at any adjournment thereof.

On June 12, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Yiche Holding Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), and Yiche Mergersub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, each a “Parent Party” and collectively the “Parent Parties”), pursuant to which Merger Sub will be merged with and into the Company and cease to exist, with the Company continuing as the surviving company (the “Surviving Company”) (the “Merger”). The purpose of the extraordinary general meeting is for you and the other shareholders of the Company to consider and vote upon a proposal to authorize and approve the Merger Agreement and the plan of merger (the “Plan of Merger”) required to be filed with the Registrar of Companies of the Cayman Islands (the “Cayman Registrar”) in connection with the Merger, and the transactions contemplated thereby (the “Transactions”), including the Merger. Copies of the Merger Agreement and the Plan of Merger are attached as Annex A and Annex B, respectively, to the accompanying proxy statement.

Throughout this proxy statement, (i) Morespark Limited, Dongting Lake Investment Limited, THL E Limited and Tencent Holdings Limited are collectively referred to as the “Tencent Entities”; (ii) Mr. Ling Kay Rodney Tsang, Hammer Capital Opportunities General Partner and Hammer Capital Opportunities Fund L.P. (acting through its general partner Hammer Capital Opportunities General Partner) are collectively referred to as the “Hammer Filing Persons”; (iv) Mr. Bin Li, Proudview Limited and Serene View Investment Limited are collectively referred to as the “Mr. Li Filing Persons”; (v) the Tencent Entities (other than Tencent Holdings Limited), JD.com Global Investment Limited and the Mr. Li Filing Persons are collectively referred to as the “Rollover Shareholders”; (v) Cox Automotive Global Investments, Inc. and the Rollover Shareholders are collectively referred to as the “Supporting Shareholders”; (vi) Morespark Limited and Hammer Capital Opportunities Fund L.P. are collectively referred to as the “Sponsors”; and (vii) Parent, Merger Sub, the Tencent Entities, the Hammer Filing Persons, JD.com Global Investment Limited and Mr. Li Filing Persons are collectively referred to as the “Buyer Group.”

As of the date of this letter, the Buyer Group collectively beneficially owns 30,253,063.5 ordinary shares (including ordinary shares represented by American depositary shares (“ADSs”)), which represent approximately 42.46% in number and approximately 42.46% in voting rights of the Company’s issued and outstanding ordinary shares, par value $0.00004 per share (each, a “Share”). If the Merger is consummated, the Company will continue its operations as a privately held company, and, as the result of the Merger, the Company’s ADSs, each representing one Share, will no longer be listed on the New York Stock Exchange (the “NYSE”) and the ADS program for the Shares will terminate.

If the Merger is consummated, at the effective time of the Merger (the “Effective Time”), each Share and ADS issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive from the Company $16 in cash, without interest and net of any applicable withholding taxes. The ADS holders will pay any applicable fees, charges and expenses of Citibank, N.A., in its capacity as ADS Depositary (the “ADS Depositary”), and government charges due to or incurred by the ADS Depositary, in connection with the cancellation of the ADSs surrendered (and the underlying Shares), including applicable ADS cash distribution fees ($0.05 per ADS pursuant to the terms of the deposit agreement (the “Deposit Agreement”), dated as of November 16, 2010, by and among the Company, the ADS Depositary, and the holders and beneficial owners of ADSs issued thereunder). However, if the Merger is consummated, the following Shares will not be converted into the right to receive the cash consideration described above, but will be cancelled and cease to exist at the Effective Time:

(a) 17,520,953 Shares owned by the Rollover Shareholders as of the date of the Merger Agreement, representing approximately 57.9% of the total Shares owned by the Rollover Shareholders as of the date of the Merger Agreement, which will be cancelled and cease to exist without payment of any consideration or distribution therefor;

(b) Shares held by Parent, the Company or any of their respective subsidiaries, which will be cancelled and cease to exist without payment of any consideration or distribution therefor;

(c) Shares held by Citibank, N.A., in its capacity as ADS Depositary, and reserved for issuance, settlement and allocation upon exercise or vesting of Company options or restricted share unit (the “RSU”) awards, which will be cancelled and cease to exist without payment of any consideration or distribution therefor;

(d) Shares (the “Dissenting Shares”) owned by shareholders (the “Dissenting Shareholders”) who have validly exercised and have not effectively withdrawn or lost their rights to dissent from the Merger in accordance with Section 238 of the Companies Law of the Cayman Islands (the “Cayman Islands Companies Law”), which will be cancelled and cease to exist, but shall not be converted into or exchangeable for or represent the right to receive the merger consideration pursuant to the Merger Agreement, and each such Dissenting Shareholder shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 238 of the Cayman Islands Companies Law, and from the Effective Time such Dissenting Shareholders shall cease to have any of the rights of a shareholder of the Company except the right to be paid the fair value of such Dissenting Shares; and

(e) any Share (including any Share represented by ADS) that may be acquired by affiliates of Morespark Limited or Hammer Capital Opportunities Fund L.P. between the date of the Merger Agreement and the Effective Time pursuant to a call option against Mr. Li granted under a Consent Letter dated October 15, 2019 between Morespark Limited, Hammer Capital Opportunities Fund L.P., Prosper Rich Investments Limited, Mr. Li, Proudview Limited and Serene View Investment Limited, which will be cancelled and cease to exist without payment of any consideration or distribution therefor.

In addition, at the Effective Time, each outstanding and fully vested option (each, a “Vested Option”) to purchase Shares granted under the Company’s share incentive plans will be cancelled, and each holder of a Vested Option will have the right to receive an amount in cash from the Company determined by multiplying (x) the excess, if any, of $16 over the applicable exercise price of such Vested Option by (y) the number of Shares underlying such Vested Option. At the Effective Time, each outstanding but unvested option (each, an “Unvested Option”) to purchase Shares granted under the Company’s share incentive plans will be cancelled and immediately converted into the right to receive in exchange an award of option to purchase the same number of Parent common shares as the total number of Shares subject to such Unvested Option immediately prior to the Effective Time, at a per-share exercise price equal to the exercise price of such Unvested Option.

At the Effective Time, each outstanding and fully vested RSU and each unvested RSU held by the independent directors of the Board of Directors of the Company (the “Board”) (each, a “Qualified RSU”) granted under the Company’s share incentive plans will be cancelled, and each holder of a Qualified RSU will have the right to receive an amount in cash determined by multiplying $16 by the number of Shares underlying such Qualified RSU. At the Effective Time, each outstanding but unvested RSU other than unvested RSU held by the independent directors of the Board (each, an “Unvested RSU”) granted under the Company’s share incentive plans will be cancelled and immediately converted into the right to receive in exchange an award of Parent restricted share units to acquire the same number of Parent common shares as the total number of Shares, provided that the number of Parent’s common shares subject to such Parent RSU Award may be adjusted by Parent to reflect changes in the Company’s or Parent’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to the holders of such Unvested RSU.

A special committee of the Board composed solely of directors who are unaffiliated with any member of the Buyer Group or any member of the management of the Company (the “Special Committee”) reviewed and considered the terms and conditions of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. The Special Committee, after consultation with its financial advisor and legal counsel and careful deliberation, unanimously (a) determined that the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, is fair to, and in the best interests of the Company and the Company’s shareholders and ADS holders, other than shareholders and ADS holders who are affiliates of the Company or affiliates of any member of the Buyer Group (such unaffiliated shareholders and ADS holders are referred to herein as the “Unaffiliated Holders”), (b) approved and declared it advisable for the Company to enter into the Merger Agreement, the Plan of Merger, other transaction documents and the Transactions, including the Merger, and (c) recommended that the Board authorize and approve the Merger Agreement, the Plan of Merger, other transaction documents and the Transactions, including the Merger.

The Board (other than Mr. Li and Mr. Sidney Xuande Huang, who abstained from the vote due to affiliation with the Buyer Group), acting upon the unanimous recommendation of the Special Committee, at a duly held meeting, has (a) determined that the execution by the Company of the Merger Agreement and the Plan of Merger and consummation of the transactions contemplated thereby (the “Transactions”), including the Merger, are fair to and in the best interests of the Company and the Unaffiliated Holders, (b) approved and declared advisable the Merger, the Transactions, the Merger Agreement and the Plan of Merger, and (c) resolved to recommend in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, to the shareholders of the Company and to include such recommendation in this proxy statement and directed that the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, be submitted to a vote of the shareholders of the Company for authorization and approval.

ACCORDINGLY, THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO AUTHORIZE AND APPROVE THE MERGER AGREEMENT, THE PLAN OF MERGER AND THE TRANSACTIONS, INCLUDING THE MERGER, FOR THE PROPOSAL TO AUTHORIZE EACH MEMBER OF THE SPECIAL COMMITTEE, THE CHIEF EXECUTIVE OFFICER OF THE COMPANY AND THE CHIEF FINANCIAL OFFICER OF THE COMPANY TO DO ALL THINGS NECESSARY TO GIVE EFFECT TO THE MERGER AGREEMENT, THE PLAN OF MERGER AND THE TRANSACTIONS, INCLUDING THE MERGER, AND FOR THE PROPOSAL TO ADJOURN THE EXTRAORDINARY GENERAL MEETING IN ORDER TO ALLOW THE COMPANY TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE INSUFFICIENT PROXIES RECEIVED AT THE TIME OF THE EXTRAORDINARY GENERAL MEETING TO PASS THE RESOLUTIONS TO BE PROPOSED AT THE EXTRAORDINARY GENERAL MEETING.

In considering the recommendation of the Special Committee and the Board with respect to the Merger, you should be aware that some of the Company’s directors or executive officers have interests in the Merger that are different from, or in addition to, the interests of the Company’s shareholders generally. As of the date of this letter, the Supporting Shareholders collectively beneficially own approximately 55.1% of the voting rights of the issued and outstanding Shares. The Supporting Shareholders have each agreed to vote all of the Shares and ADSs they beneficially own in favor of the authorization and approval of the Merger Agreement and the Merger. The Special Committee and the Board were aware of such interests and considered them in reaching their decisions to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, and recommend that the Company’s shareholders and ADS holders vote in favor of authorizing and approving the Merger Agreement, the Plan of Merger and the Transactions, including the Merger.

The accompanying proxy statement provides detailed information about the Merger and the extraordinary general meeting. We encourage you to read the entire document and all of the attachments and other documents referred to or incorporated by reference herein carefully. You may also obtain more information about the Company from documents the Company has filed with or furnished to the United States Securities and Exchange Commission (the “SEC”), which are available for free at the SEC’s website www.sec.gov.

Regardless of the number of Shares or ADSs you own, your vote is very important. The Merger cannot be consummated unless the Merger Agreement, the Plan of Merger, and the transactions contemplated thereby, including the Merger, are authorized and approved by a special resolution of the Company’s shareholders, which requires an affirmative vote of holders of Shares (including Shares represented by ADSs) representing at least two-thirds of the voting rights of the Shares present and voting in person or by proxy as a single class at the extraordinary general meeting (the “Company Shareholder Approval”). Assuming the Supporting Shareholders comply with their undertakings to vote all of the Shares they respectively beneficially own in favor of the authorization and approval of the Merger Agreement and the Merger, based on the number of Shares expected to be issued and outstanding on ______, 2020, the record date for voting Shares at the extraordinary general meeting (the “Share Record Date”), an amount of Shares representing approximately 11.57% of the voting rights of the issued and outstanding Shares as of the Share Record Date owned by shareholders and on behalf of ADS holders other than the Supporting Shareholders must be voted in favor of the special resolutions to be proposed at the extraordinary general meeting for them to be approved, assuming all shareholders of the Company will be present and voting in person or by proxy at the extraordinary general meeting.

Voting at the extraordinary general meeting will take place by poll voting, as the Chairman has undertaken to demand poll voting at the meeting. Whether or not you plan to attend the extraordinary general meeting, please complete, sign and return to the Company the accompanying proxy card, which is attached as Annex F to the accompanying proxy statement, in accordance with the instructions set forth on the proxy card, as soon as possible so that it is received by the Company no later than ______, 2020 at ______ a.m. (China Standard Time), the deadline to lodge your proxy card. Each holder has one vote for each Share held as of the close of business in the Cayman Islands on the Share Record Date.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person should you wish to do so. However, if your Shares are held of record by a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the record holder a proxy issued in your name. If you submit a signed proxy card without indicating how you wish to vote, the Shares represented by your proxy card will be voted FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger, and the transactions contemplated thereby, including the Merger, FOR the proposal to authorize each of the members of the Special Committee, the chief executive officer of the Company and the chief financial officer of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than the chairman of the meeting as proxy, in which case the Shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

The Company will instruct the ADS Depositary to deliver to holders of ADS holders as of ___________, 2020 (the “ADS Record Date”) a Depositary Notice and an ADS Voting Instruction Card, the forms of which are attached as Annex G and Annex H to the accompanying proxy statement, and holders of ADS as of the ADS Record Date will have the right to instruct the ADS Depositary how to vote the Shares underlying their ADSs at the extraordinary general meeting, subject to and in accordance with the terms of the Deposit Agreement. A copy of the Deposit Agreement is available free of charge at the SEC’s website at www.sec.gov.

ADS holders are strongly urged to sign, complete and return the ADS Voting Instruction Card to the ADS Depositary in accordance with the instructions printed thereon and in the Depositary Notice, as soon as possible and, in any event, so as to be received by the Depositary no later than __________ a.m. (New York time) on __________, 2020 (or if the extraordinary general meeting is adjourned, such later date as may be notified by the Company or the ADS Depositary).

As the registered holder of the Shares represented by ADSs, upon the timely receipt from an ADS holder as of the ADS Record Date of voting instructions in the manner specified by the ADS Depositary, the ADS Depositary will endeavor to vote (or to cause the vote of) (in person or by proxy), in so far as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the memorandum and articles of association of the Company and the provisions of the Shares, the Shares represented by ADSs at the extraordinary general meeting in accordance with the voting instructions timely received (or deemed received) from holders of ADSs as of the ADS Record Date. The ADS Depositary has advised us that, pursuant to Section 4.10 of the Deposit Agreement, it will not itself exercise any voting discretion in respect of any Shares represented by ADSs and it will not vote or attempt to exercise the right to vote any Shares represented by ADSs other than in accordance with voting instructions received from the relevant ADS holder except as discussed below. Accordingly, ADS holders as of the ADS Record Date whose voting instructions are timely received but fail to specify the manner in which the ADS Depositary is to vote will be deemed to have instructed the ADS Depositary to vote in favor of the items set forth in such voting instruction. In addition, if the ADS Depositary does not receive timely voting instructions from an ADS holder as of the ADS Record Date on or before the ADS voting instruction deadline, such ADS holder shall be deemed, and the ADS Depositary shall deem such ADS holder, to have instructed the ADS Depositary to give a discretionary proxy to a person designated by the Company to vote the Shares, in each case upon the terms of the ADS Deposit Agreement; provided, however, that no such discretionary proxy shall be given by the ADS Depositary with respect to any matter to be voted upon at the extraordinary general meeting as to which the Company informs the ADS Depositary that it does not wish such proxy to be given, that substantial opposition exists to the matter to be voted on at the extraordinary general meeting or that the rights of holders of Shares may be materially adversely affected as to such matter. If you hold your ADSs in a brokerage, bank or other nominee account, you must rely on the procedures of the broker, bank or other nominee through which you hold your ADSs if you wish to vote.

Holders of ADSs will not be able to attend or vote at the extraordinary general meeting directly (whether in person or by proxy) unless they surrender their ADSs for conversion into, and delivery of, Shares and become registered in the Company’s register of members as holders of Shares prior to the close of business in the Cayman Islands on the Share Record Date. ADS holders who wish to attend and vote at the extraordinary general meeting need to make arrangements with their broker or custodian to deliver the ADSs to the ADS Depositary for cancellation before the close of business in New York City on ___________, 2020 together with (a) delivery instructions for the corresponding Shares represented by such ADSs (including, if applicable, the name and address of person who will be the registered holder of such Shares), (b) payment of ADS Depositary’s fees associated with such cancellation ($0.05 per ADS), which will not be borne by the Surviving Company, and any applicable taxes, and (c) certification that the ADS holder either (i) beneficially owned the relevant ADSs as of the ADS Record Date and has not given, and will not give, voting instructions to the ADS Depositary as to the ADSs being surrendered (or has cancelled all voting instructions previously given), or has given voting instructions to the ADS Depositary as to the ADSs being surrendered but undertakes not to vote the corresponding Shares at the extraordinary general meeting or (ii) did not beneficially own the relevant ADSs as of the ADS Record Date and undertakes not to vote the corresponding Shares at the extraordinary general meeting. If you hold your ADSs in a brokerage, bank or other nominee account, please promptly contact your broker, bank or other nominee to find out what actions you need to take to instruct the broker, bank or other nominee to surrender the ADSs on your behalf. Upon surrender of the ADSs, the ADS Depositary will direct Citibank, N.A. - Hong Kong, the custodian holding the Shares, to deliver, or cause the delivery of the Shares represented by the ADSs so cancelled to or upon the written order of the person(s) designated in the order delivered to the ADS Depositary for such purpose. If you hold ADSs through a broker or other securities intermediary, you should contact that broker or intermediary to determine the date by which you must instruct them to act in order that the necessary processing can be completed in time. If after the registration of Shares in your name you wish to receive a certificate evidencing the Shares registered in your name, you will need to request the Company to instruct its Cayman Registrar of Shares to issue and mail a certificate to your attention. If the Merger is not consummated, the Company will continue to be a publicly traded company in the United States and ADSs will continue to be listed on the NYSE. Shares are not listed and cannot be traded on any stock exchange other than the NYSE, and in such case only in the form of ADSs. As a result, if you have surrendered your ADSs to attend the extraordinary general meeting and the Merger is not consummated and you wish to be able to sell your Shares on a stock exchange, you will need to deposit your Shares into the Company’s ADS program for the issuance of the corresponding number of ADSs, subject to the terms and conditions of applicable law and the Deposit Agreement, including, among other things, payment of relevant fees of the ADS Depositary for the issuance of ADSs ($0.05 per ADS issued), applicable share transfer taxes (if any), and related charges pursuant to the Deposit Agreement.

Shareholders who elect to dissent from the Merger will have the right to receive payment of the fair value of their Shares in accordance with Section 238 of the Cayman Islands Companies Law if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Law for the exercise of dissenters’ rights, a copy of which is attached as Annex D to the accompanying proxy statement. The fair value of your Shares as determined under the Cayman Islands Companies Law could be more than, the same as, or less than the merger consideration you would receive pursuant to the Merger Agreement if you do not exercise dissenters’ rights with respect to your Shares.

ADS HOLDERS WILL NOT HAVE THE RIGHT TO EXERCISE DISSENTERS’ RIGHTS AND RECEIVE PAYMENT OF THE FAIR VALUE OF THE SHARES UNDERLYING THEIR ADSs. THE ADS DEPOSITARY WILL NOT EXERCISE OR ATTEMPT TO EXERCISE ANY DISSENTERS’ RIGHTS WITH RESPECT TO ANY OF THE SHARES THAT IT HOLDS, EVEN IF AN ADS HOLDER REQUESTS THE ADS DEPOSITARY TO DO SO. ADS HOLDERS WISHING TO EXERCISE DISSENTERS’ RIGHTS MUST SURRENDER THEIR ADSs BEFORE 5:00 P.M. (NEW YORK CITY TIME) ON [ ] 2020 TO THE ADS DEPOSITARY FOR CONVERSION INTO SHARES, PAY THE ADS DEPOSITARY’S FEES REQUIRED FOR THE CANCELLATION OF THEIR ADSs, PROVIDE DELIVERY INSTRUCTIONS FOR THE CORRESPONDING SHARES, AND CERTIFY THAT THEY EITHER (I) BENEFICIALLY OWNED THE ADSs AS OF THE ADS RECORD DATE AND HAVE NOT GIVEN, AND WILL NOT GIVE, VOTING INSTRUCTIONS AS TO THEIR ADSs (OR HAVE CANCELLED ALL VOTING INSTRUCTIONS PREVIOUSLY GIVEN) OR HAVE GIVEN VOTING INSTRUCTIONS TO THE ADS DEPOSITARY AS TO THE ADSs BEING CANCELLED BUT UNDERTAKE NOT TO VOTE THE CORRESPONDING SHARES AT THE EXTRAORDINARY GENERAL MEETING, OR (II) DID NOT BENEFICIALLY OWN THE RELEVANT ADSs AS OF THE ADS RECORD DATE AND UNDERTAKE NOT TO VOTE THE CORRESPONDING SHARES AT THE EXTRAORDINARY GENERAL MEETING, AND BECOME REGISTERED HOLDERS OF SHARES BEFORE THE VOTE TO AUTHORIZE AND APPROVE THE MERGER IS TAKEN AT THE EXTRAORDINARY MEETING. FOR THE AVOIDANCE OF DOUBT, ANY ADS HOLDERS WHO CONVERT THEIR ADSs INTO SHARES AFTER THE SHARE RECORD DATE WILL NOT BE ENTITLED TO ATTEND OR TO VOTE AT THE EXTRAORDINARY GENERAL MEETING, BUT WILL BE ENTITLED TO EXERCISE DISSENTER RIGHTS IF THEY BECOME REGISTERED HOLDERS OF SHARES BEFORE THE VOTE IS TAKEN AT THE EXTRAORDINARY GENERAL MEETING, IN ACCORDANCE WITH THE IMMEDIATELY PRECEDING SENTENCE. AFTER CONVERTING THEIR ADSs AND BECOMING REGISTERED HOLDERS OF SHARES, SUCH FORMER ADS HOLDERS MUST COMPLY WITH THE PROCEDURES AND REQUIREMENTS FOR EXERCISING DISSENTERS’ RIGHTS WITH RESPECT TO THE SHARES UNDER SECTION 238 OF THE CAYMAN ISLANDS COMPANIES LAW. IF THE MERGER IS NOT CONSUMMATED, THE COMPANY WILL CONTINUE TO BE A PUBLICLY TRADED COMPANY IN THE UNITED STATES AND ADSs WILL CONTINUE TO BE LISTED ON THE NYSE. THE COMPANY’S SHARES ARE NOT LISTED AND CANNOT BE TRADED ON ANY STOCK EXCHANGE OTHER THAN THE NYSE, AND IN SUCH CASE ONLY IN THE FORM OF ADSs. AS A RESULT, IF A FORMER ADS HOLDER HAS SURRENDERED HIS, HER OR ITS ADSs TO EXERCISE DISSENTERS’ RIGHTS AND THE MERGER IS NOT CONSUMMATED AND SUCH FORMER ADS HOLDER WISHES TO BE ABLE TO SELL HIS, HER OR ITS SHARES ON A STOCK EXCHANGE, SUCH FORMER ADS HOLDER WILL NEED TO DEPOSIT HIS, HER OR ITS SHARES INTO THE COMPANY’S ADS PROGRAM FOR THE ISSUANCE OF THE CORRESPONDING NUMBER OF ADSs, SUBJECT TO THE TERMS AND CONDITIONS OF APPLICABLE LAW AND THE DEPOSIT AGREEMENT, INCLUDING, AMONG OTHER THINGS, PAYMENT OF RELEVANT FEES OF THE ADS DEPOSITARY FOR THE ISSUANCE OF ADSs ($0.05 PER ADS ISSUED), APPLICABLE SHARE TRANSFER TAXES (IF ANY), AND RELATED CHARGES PURSUANT TO THE DEPOSIT AGREEMENT.

Neither the SEC nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this letter or in the accompanying notice of the extraordinary general meeting or proxy statement. Any representation to the contrary is a criminal offense.

If you have any questions or need assistance voting your Shares or ADSs, please contact the Company by telephone at +86-10-6849-2145 or email to ir@bitauto.com. ADS holders who have any questions should contact the ADS Depositary using the contact details provided on the ADS Voting Instruction Card. ADS holders who hold ADSs indirectly should contact their bank, broker, financial institution or administrator through which such ADSs are held.

Thank you for your cooperation and continued support.

The accompanying proxy statement is dated ______, 2020, and is first being mailed to the Company’s shareholders and ADS holders on or about ______, 2020.

BITAUTO HOLDINGS LIMITED
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON
______________________, 2020

Dear Shareholder:

Notice is hereby given that an extraordinary general meeting of the shareholders of Bitauto Holdings Limited (referred to herein alternately as “the Company,” “us,” “we” or other terms correlative thereto) will be held on ______, 2020 at ______ (China Standard Time) at [10/F, New Century Hotel Office Tower, No. 6 South Capital Stadium Road, 100044 Beijing, the People’s Republic of China].

Only registered holders of ordinary shares of the Company, par value $0.00004 per share (each, a “Share”), at the close of business in the Cayman Islands on ______, 2020 (the “Share Record Date”) or their proxy holders are entitled to attend and to vote at this extraordinary general meeting or any adjournment thereof. At the extraordinary general meeting, you will be asked to consider and vote upon the following resolutions:

THAT the Agreement and Plan of Merger, dated as of June 12, 2020 (the “Merger Agreement”), by and between the Company, Yiche Holding Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), and Yiche Mergersub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, each a “Parent Party” and collectively the “Parent Parties”) (the Merger Agreement being attached as Annex A to the accompanying proxy statement and to be produced and made available for inspection at the extraordinary general meeting), the plan of merger (the “Plan of Merger”) required to be registered with the Registrar of Companies in the Cayman Islands (the Plan of Merger being in the form attached as Annex B to the accompanying proxy statement and to be produced and made available for inspection at the extraordinary general meeting) in order to give effect to the merger of Merger Sub with and into the Company, with the Company being the surviving company and a wholly owned subsidiary of Parent (the “Merger”), and any and all transactions contemplated by the Merger Agreement and the Plan of Merger, including (i) the Merger, (ii) the variation of the authorized share capital of the Company from $50,000 divided into 1,250,000,000 shares of a par value of $0.00004 each to $1,000 divided into 1,000 shares of a par value of $1.00 each (the “Variation of Capital”), and (iii) the amendment and restatement of the existing memorandum and articles of association of the Company by their deletion in their entirety and the substitution in their place of the new memorandum and articles of association in the form attached as Appendix II to the Plan of Merger (the “Adoption of Amended M&A”), be authorized and approved;

THAT each of the members of the special committee of the board of directors of the Company, the chief executive officer of the Company and the chief financial officer of the Company be authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, and the transactions contemplated thereby, including (i) the Merger, (ii) the Variation of Capital and (iii) the Adoption of Amended M&A; and

THAT the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the resolutions to be proposed at the extraordinary general meeting.

Please refer to the accompanying proxy statement, which is attached to and made a part of this notice. A list of the Company’s shareholders will be available at its principal executive offices at 10/F, New Century Hotel Office Tower, No. 6 South Capital Stadium Road, 100044 Beijing, the People’s Republic of China, during ordinary business hours for the two business days immediately prior to the extraordinary general meeting.

Pursuant to certain support agreements entered into on September 12, 2019 and June 12, 2020, as the case may be, Morespark Limited, Dongting Lake Investment Limited, THL E Limited, Tencent Holdings Limited, JD.com Global Investment Limited, Mr. Bin Li, Proudview Limited, Serene View Investment Limited and Cox Automotive Global Investments, Inc. (together, the “Supporting Shareholders”) will vote all of the Shares (including Shares represented by the Company's American depositary shares (“ADSs”)) beneficially owned by them in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. As of the date of this notice, the Supporting Shareholders collectively beneficially own 39,253,063.5 Shares (including Shares represented by ADSs), which represent approximately 55.1% in number and approximately 55.1% in voting rights of the Company’s issued and outstanding Shares.

After careful consideration and upon the unanimous recommendation of a special committee of the Board (the “Special Committee”), composed solely of directors who are unaffiliated with any member of the Buyer Group or any member of the management of the Company, the Board (other than Mr. Li and Mr. Sidney Xuande Huang, who abstained from the vote due to affiliation with the Buyer Group), at a duly held meeting, has (a) determined that the execution by the Company of the Merger Agreement and the Plan of Merger and consummation of the transactions contemplated thereby (the “Transactions”), including the Merger, are fair to and in the best interests of the Company and the Unaffiliated Holders, (b) approved and declared advisable the Merger, the Transactions, the Merger Agreement and the Plan of Merger, and (c) resolved to recommend in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, to the shareholders of the Company and to include such recommendation in this proxy statement and directed that the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, be submitted to a vote of the shareholders of the Company for authorization and approval. The Board recommends that you vote FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, FOR the proposal to authorize each of the members of the Special Committee, the chief executive officer of the Company and the chief financial officer of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the resolutions to be proposed at the extraordinary general meeting.

Regardless of the number of Shares or ADSs you own, your vote is very important. The Merger cannot be consummated unless the Merger Agreement, the Plan of Merger, and the transactions contemplated thereby, including the Merger, are authorized and approved by a special resolution of the Company’s shareholders, which requires an affirmative vote of holders of Shares (including Shares represented by ADSs) representing at least two-thirds of the voting rights of the Shares present and voting in person or by proxy as a single class at the extraordinary general meeting (the “Company Shareholder Approval”). Assuming the Supporting Shareholders comply with their undertakings to vote, all of the Shares they respectively beneficially own in favor of the authorization and approval of the Merger Agreement and the Merger, based on the number of Shares expected to be issued and outstanding on ______, 2020, the record date for voting Shares at the extraordinary general meeting (the “Share Record Date”), an amount of Shares representing approximately 11.57% of the voting rights of the issued and outstanding Shares as of the Share Record Date owned by shareholders and on behalf of ADS holders other than the Supporting Shareholders must be voted in favor of the special resolution to be proposed at the extraordinary general meeting for them to be approved, assuming all shareholders of the Company will be present and voting in person or by proxy at the extraordinary general meeting.

Even if you plan to attend the extraordinary general meeting in person, we request that you submit your proxy in accordance with the instructions set forth on the proxy card, which is attached as Annex F to the accompanying proxy statement, as promptly as possible. To be valid, your proxy card must be completed, signed and returned to the Company’s offices at [10/F, New Century Hotel Office Tower, No. 6 South Capital Stadium Road, 100044 Beijing, the People’s Republic of China], attention: [Investor Relations Department], or alternatively a copy of the completed and signed proxy card may be sent by email to [ir@bitauto.com], in each case so that the proxy card is received by the Company no later than ______, 2020 at ______ (China Standard Time). The proxy card is the “instrument of proxy” and the “instrument appointing a proxy” as referred to in the Company’s articles of association. Voting at the extraordinary general meeting will take place by poll voting as the Chairman has undertaken to demand poll voting at the meeting. Each holder has one vote for each Share held as of the close of business in the Cayman Islands on the Share Record Date. If you receive more than one proxy card because you own Shares that are registered in different names, please vote all of your Shares shown on each of your proxy cards in accordance with the instructions set forth on the proxy card.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person should you wish to do so. However, if your Shares are held of record by a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the record holder a proxy issued in your name.

If, as a shareholder, you abstain from voting, fail to cast your vote in person, fail to complete and return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, bank or other nominee, your vote will not be counted.

When proxies are properly dated, executed and returned by holders of Shares, the Shares they represent will be voted at the extraordinary general meeting in accordance with the instructions of the shareholders. If no specific instructions are given by such shareholders, such Shares will be voted FOR each of the proposals as described above, unless you appoint a person other than the chairman of the meeting as proxy, in which case the Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

If you own ADSs as of the close of business in New York City on ______, 2020 (the “ADS Record Date”) (and do not surrender such ADSs and become a registered holder of the Shares underlying such ADSs as explained below), you cannot attend and vote at the extraordinary general meeting directly (whether in person or by proxy), but you may give voting instructions, the form of which is attached as Annex H to the accompanying proxy statement, to Citibank, N.A., in its capacity as the ADS depositary (the “ADS Depositary”) and the holder of the Shares underlying your ADSs, how to vote the Shares underlying your ADSs by completing and signing the ADS voting instruction card and returning it in accordance with the instructions printed on it as soon as possible. The ADS Depositary must receive your instructions no later than ______ a.m. (New York City time) on ______, 2020 in order to ensure the Shares underlying your ADSs are properly voted at the extraordinary general meeting. If you hold your ADSs in a brokerage, bank or other nominee account, you must rely on the procedures of the broker, bank or other nominee through which you hold your ADSs if you wish to vote. Alternatively, if you own ADSs as of the close of business in New York City on the ADS Record Date, you may vote at the extraordinary general meeting directly if you surrender your ADSs and become a registered holder of the Shares underlying your ADSs prior to the close of business in the Cayman Islands on ______, 2020, the Share Record Date. If you wish to surrender your ADSs for the purpose of voting Shares directly at the extraordinary general meeting, you need to make arrangements with your broker or custodian to deliver your ADSs to the ADS Depositary for cancellation before the close of business in New York City on ______, 2020 together with (a) delivery instructions for the corresponding Shares represented by such ADSs (including, if applicable, the name and address of person who will be the registered holder of such Shares), (b) payment of the ADS Depositary’s fees ($0.05 per ADS) to be cancelled pursuant to the terms of the deposit agreement, dated as of November 16, 2010, among the Company, the ADS Depositary and the holders and beneficial owners of ADSs issued thereunder (the “Deposit Agreement”)), which will not be borne by the Surviving Company, and any applicable taxes, and (c) certification that you either (i) beneficially owned the relevant ADSs as of the ADS Record Date and have not given, and will not give, voting instructions to the ADS Depositary as to the ADSs being cancelled (or have cancelled all voting instructions previously given), or have given voting instructions to the ADS Depositary as to the ADSs being cancelled but undertake not to vote the corresponding Shares at the extraordinary general meeting or (ii) did not beneficially own the ADSs as of the ADS Record Date and undertake not to vote the corresponding Shares at the extraordinary general meeting. If you hold your ADSs in a brokerage, bank or other nominee account, please promptly contact your broker, bank or other nominee to find out what actions you need to take to instruct the broker, bank or other nominee to cancel the ADSs on your behalf.

Shareholders who dissent from the Merger will have the right to receive payment of the fair value of their Shares in accordance with Section 238 of the Cayman Islands Companies Law if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Law for the exercise of dissenters’ rights, a copy of which is attached as Annex D to the accompanying proxy statement. The fair value of their Shares as determined under the Cayman Islands Companies Law could be more than, the same as, or less than the merger consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters’ rights with respect to their Shares.

ADS HOLDERS WILL NOT HAVE THE RIGHT TO EXERCISE DISSENTERS’ RIGHTS AND RECEIVE PAYMENT OF THE FAIR VALUE OF THE SHARES UNDERLYING THEIR ADSs. THE ADS DEPOSITARY WILL NOT EXERCISE OR ATTEMPT TO EXERCISE ANY DISSENTERS’ RIGHTS WITH RESPECT TO ANY OF THE SHARES THAT IT HOLDS, EVEN IF AN ADS HOLDER REQUESTS THE ADS DEPOSITARY TO DO SO. ADS HOLDERS WISHING TO EXERCISE DISSENTERS’ RIGHTS MUST SURRENDER THEIR ADSs BEFORE 5:00 P.M. (NEW YORK CITY TIME) ON [ ] 2020 TO THE ADS DEPOSITARY FOR CONVERSION INTO SHARES, PAY THE ADS DEPOSITARY’S FEES REQUIRED FOR THE CANCELLATION OF THEIR ADSs, PROVIDE DELIVERY INSTRUCTIONS FOR THE CORRESPONDING SHARES, AND CERTIFY THAT THEY EITHER (I) BENEFICIALLY OWNED THE ADSs AS OF THE ADS RECORD DATE AND HAVE NOT GIVEN, AND WILL NOT GIVE, VOTING INSTRUCTIONS AS TO THE ADSs BEING CANCELLED (OR HAVE CANCELLED ALL VOTING INSTRUCTIONS PREVIOUSLY GIVEN), OR HAVE GIVEN VOTING INSTRUCTIONS TO THE ADS DEPOSITARY AS TO THE ADSs BEING CANCELLED BUT UNDERTAKE NOT TO VOTE THE CORRESPONDING SHARES AT THE EXTRAORDINARY GENERAL MEETING, OR (II) DID NOT BENEFICIALLY OWN THE RELEVANT ADSs AS OF THE ADS RECORD DATE AND UNDERTAKE NOT TO VOTE THE CORRESPONDING SHARES AT THE EXTRAORDINARY GENERAL MEETING, AND BECOME REGISTERED HOLDERS OF SHARES BEFORE THE VOTE TO AUTHORIZE AND APPROVE THE MERGER IS TAKEN AT THE EXTRAORDINARY MEETING. FOR THE AVOIDANCE OF DOUBT, ANY ADS HOLDERS WHO CONVERT THEIR ADSs INTO SHARES AFTER THE SHARE RECORD DATE WILL NOT BE ENTITLED TO ATTEND OR TO VOTE AT THE EXTRAORDINARY GENERAL MEETING, BUT WILL BE ENTITLED TO EXERCISE DISSENTER RIGHTS IF THEY BECOME REGISTERED HOLDERS OF SHARES BEFORE THE VOTE IS TAKEN AT THE EXTRAORDINARY GENERAL MEETING, IN ACCORDANCE WITH THE IMMEDIATELY PRECEDING SENTENCE. AFTER CONVERTING THEIR ADSs AND BECOMING REGISTERED HOLDERS OF SHARES, SUCH FORMER ADS HOLDERS MUST COMPLY WITH THE PROCEDURES AND REQUIREMENTS FOR EXERCISING DISSENTERS’ RIGHTS WITH RESPECT TO THE SHARES UNDER SECTION 238 OF THE CAYMAN ISLANDS COMPANIES LAW. IF THE MERGER IS NOT CONSUMMATED, THE COMPANY WILL CONTINUE TO BE A PUBLICLY TRADED COMPANY IN THE UNITED STATES AND ADSs WILL CONTINUE TO BE LISTED ON THE NEW YORK STOCK EXCHANGE. THE COMPANY’S SHARES ARE NOT LISTED AND CANNOT BE TRADED ON ANY STOCK EXCHANGE OTHER THAN THE NEW YORK STOCK EXCHANGE, AND IN SUCH CASE ONLY IN THE FORM OF ADSs. AS A RESULT, IF A FORMER ADS HOLDER HAS SURRENDERED HIS, HER OR ITS ADSs TO EXERCISE DISSENTERS’ RIGHTS AND THE MERGER IS NOT CONSUMMATED AND SUCH FORMER ADS HOLDER WISHES TO BE ABLE TO SELL HIS, HER OR ITS SHARES ON A STOCK EXCHANGE, SUCH FORMER ADS HOLDER WILL NEED TO DEPOSIT HIS, HER OR ITS SHARES INTO THE COMPANY’S ADS PROGRAM FOR THE ISSUANCE OF THE CORRESPONDING NUMBER OF ADSs, SUBJECT TO THE TERMS AND CONDITIONS OF APPLICABLE LAW AND THE DEPOSIT AGREEMENT, INCLUDING, AMONG OTHER THINGS, PAYMENT OF RELEVANT FEES OF THE ADS DEPOSITARY FOR THE ISSUANCE OF ADSs ($0.05 PER ADS), APPLICABLE SHARE TRANSFER TAXES (IF ANY), AND RELATED CHARGES PURSUANT TO THE DEPOSIT AGREEMENT.

PLEASE DO NOT SEND YOUR SHARE CERTIFICATES OR ADSs AT THIS TIME. IF THE MERGER IS CONSUMMATED, YOU WILL BE SENT INSTRUCTIONS REGARDING THE SURRENDER OF YOUR SHARE CERTIFICATES OR ADSs.

If you have any questions or need assistance voting your Shares or ADSs, please call +86-10-6849-2145 or email ir@bitauto.com.

The Merger Agreement, the Plan of Merger, other transaction documents, and the transactions contemplated thereby, including the Merger, are described in the accompanying proxy statement. Copies of the Merger Agreement and the Plan of Merger are included as Annex A and Annex B, respectively, to the accompanying proxy statement. We urge you to read the entire accompanying proxy statement carefully.

Notes:

PROXY STATEMENT

Dated __________, 2020

SUMMARY VOTING INSTRUCTIONS

Ensure that your shares of Bitauto Holdings Limited can be voted at the extraordinary general meeting by submitting your proxy or contacting your broker, bank or other nominee.

If your shares are registered in the name of a broker, bank or other nominee: check the voting instruction card forwarded by your broker, bank or other nominee to see which voting options are available or contact your broker, bank or other nominee in order to obtain directions as to how to ensure that your shares are voted at the extraordinary general meeting.

If your shares are registered in your name: submit your proxy as soon as possible by signing, dating and returning the accompanying proxy card in the enclosed postage-paid envelope, which is also attached as Annex F to the accompanying proxy statement, so that your shares can be voted at the extraordinary general meeting in accordance with your instruction.

If you submit your proxy card without indicating how you wish to vote, the shares represented by your proxy will be voted in favor of each of the resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than the chairman of the meeting as proxy, in which case the shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

If you are an ADS holder, please consult the enclosed Depositary Notice to find out how you can vote the Shares underlying your ADSs.

If you have any questions, require assistance with voting your proxy card, or need additional copies of proxy material, please contact [ , the proxy solicitor at , or by email at ].

Table of Contents

SUMMARY TERM SHEET

This “Summary Term Sheet” and the “Questions and Answers About the Extraordinary General Meeting and the Merger” highlight selected information contained in this proxy statement regarding the Merger (as defined below) and may not contain all of the information that may be important to your consideration of the Merger and other transactions contemplated by the Merger Agreement (as defined below) (collectively, the “Transactions”). You should carefully read this entire proxy statement and the other documents to which this proxy statement refers for a more complete understanding of the matters to be considered at the extraordinary general meeting. In addition, this proxy statement incorporates by reference important business and financial information about the Company. You are encouraged to read all of the documents incorporated by reference into this proxy statement and you may obtain such information without charge by following the instructions in “Where You Can Find More Information” beginning on page 122. In this proxy statement, the terms “the Company,” “us,” “we” or other terms correlative thereto refer to Bitauto Holdings Limited, all references to “dollars” “$” and “US$” are to U.S. dollars, and all references to “RMB” are to Renminbi, the lawful currency of the People’s Republic of China (“PRC” or “China”).

The Parties Involved in the Merger

The Company

Bitauto Holdings Limited is a leading provider of internet content & marketing services, and transaction services for China's automotive industry. Bitauto’s business consists of three segments: advertising and subscription business, transaction services business and digital marketing solutions business.

The Company is an exempted company with limited liability incorporated under the laws of the Cayman Islands. Our principal executive office is located at 10/F, New Century Hotel Office Tower, No. 6 South Capital Stadium Road, 100044 Beijing, the People’s Republic of China. Our telephone number at this address is +86 10-6849-2345 and our fax number is (86-10) 6849-2200.

For a description of the Company’s history, development, business and organizational structure, see its annual report on Form 20-F for the year ended December 31, 2019, filed with the United States Securities and Exchange Commission (the “SEC”) on April 27, 2020, which is incorporated herein by reference. See “Where You Can Find More Information” beginning on page 122 for a description of how to obtain a copy of its annual report.

Parent

Yiche Holding Limited (“Parent”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands. Parent was formed solely for the purpose of entering into the Merger Agreement and the related financing and investor agreements and consummating the transactions contemplated by such agreements. The registered office of Parent is located at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands and its telephone number is +852 3148 5100.

Merger Sub

Yiche Mergersub Limited (“Merger Sub”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct, wholly-owned subsidiary of Parent. Merger Sub was formed by Parent solely for the purpose of entering into the Merger Agreement and consummating the Transactions. The registered office and telephone number of Merger Sub is the same as Parent.

Tencent Entities

Morespark Limited (“Morespark”) is a private company limited by shares incorporated under the laws of Hong Kong and a wholly owned subsidiary of Tencent Holdings Limited (“Tencent”). The registered office of Morespark is at 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong.

Dongting Lake Investment Limited (“Dongting”) is a limited liability company incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of Tencent. The principal address of Dongting is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

THL E Limited (“THL E”) is a limited liability company incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of Tencent. The principal address of THL E is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

Tencent is an exempted company with limited liability incorporated under the laws of the Cayman Islands. The principal address of Tencent is 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong.

The telephone number for each of Morespark, Dongting, THL E and Tencent is +852 3148-5100. Tencent is an internet service portal in China providing value-added internet, mobile and telecom services and online advertising and has been listed on the Main Board of the Hong Kong Stock Exchange since June 16, 2004 (stock code: 700). Each of Morespark, Dongting and THL E is principally engaged in the business of holding securities in the portfolio companies in which Tencent invests.

Hammer Filing Persons

Hammer Capital Opportunities Fund L.P. (“Hammer Capital”) is an exempted limited partnership organized under the laws of the Cayman Islands. Hammer Capital Opportunities General Partner (“Hammer GP”), an exempted company with limited liability organized under the laws of the Cayman Islands, is the general partner of Hammer Capital. Mr. Ling Kay Rodney Tsang (“Mr. Tsang”) beneficially owns 100% equity interest in Hammer GP. The principal business of Hammer Capital and Hammer GP is investment activities. The registered office of Hammer Capital and Hammer GP is Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands. The principal business address and telephone number of each of Mr. Tsang, Hammer GP and Hammer Capital is c/o Hammer Capital Asset Management Limited, Suites 3607-09, 36/F, ICBC Tower, 3 Garden Road, Hong Kong and +852 2660-9811.

JD Global, JD Investment, JD.com Inc.

JD.com Global Investment Limited (“JD Global”) is a limited liability company incorporated under the laws of the British Virgin Islands, and its registered office is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. JD.com Investment Limited (“JD Investment”) is a limited liability company incorporated under the laws of the British Virgin Islands, and its registered office is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. JD.com, Inc. is a limited liability company incorporated under the laws of the Cayman Islands, and address of its principal office is 20th Floor, Building A, No. 18 Kechuang 11 Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, the People’s Republic of China. JD Global is a wholly owned subsidiary of JD Investment, which is in turn a wholly owned subsidiary of JD.com, Inc. The telephone number for JD Global, JD Investment and JD.com, Inc. is +86 10-8911-8888. As of the date of this proxy statement, JD Global holds 24.4% of the equity interest in the Company.

Mr. Li Filing Persons

Mr. Li serves as the chairman of the board of directors of the Company.

Proudview Limited (“Proudview”) is a limited liability company incorporated under the laws of the British Virgin Islands and is controlled by Mr. Li.

Serene View Investment Limited (“Serene View”) is a limited liability company incorporated under the laws of the British Virgin Islands and is controlled by Mr. Li.

The business address of each of Mr. Li, Proudview and Serene View is Building 20, No. 56 Antuo Road, Anting, Jiading Shanghai, PRC, and the telephone number for each of them is +86 21 6908-2000. As of the date of this proxy statement, Mr. Li, through Proudview and Serene View, holds 10.4% of the equity interest in the Company.

Cox Automotive Global Investments Inc.

Cox Automotive Global Investments, Inc. is a corporation incorporated under the laws of State of Delaware. Cox Automotive Global Investments, Inc. is an indirect wholly-owned subsidiary of Cox Enterprises, Inc. which controls Cox Automotive Global Investments, Inc. through a group of intermediate holding companies including AutoTrader.com, Inc., Cox Automotive Retail Solutions, Inc., Manheim Remarketing Inc., Manheim Investments, Inc. and Cox Automotive, Inc. Cox Enterprises, Inc. is a corporation incorporated under the laws of State of Delaware. The principal business address of Cox Automotive Global Investments, Inc. and Cox Enterprises, Inc. is 6205 Peachtree Dunwoody Road, Atlanta, GA 30328 and their telephone number is +1 678-645-0000. As of the date of this proxy statement, Cox Automotive Global Investments, Inc. holds 12.6% of the equity interest in the Company.

Financial Adviser to the Consordium

BofA Securities acts as the financial advisor to the Consortium in connection with the Transactions, including the Merger.

The Merger (Page 91)

The Company, Parent, and Merger Sub entered into an Agreement and Plan of Merger (the “Merger Agreement”) on June 12, 2020, pursuant to which Merger Sub will be merged with and into the Company and cease to exist, with the Company continuing as the surviving company (the “Surviving Company”) (the “Merger”). You are being asked to vote upon a proposal to authorize and approve the Merger Agreement, the plan of merger (the “Plan of Merger”) required to be filed with the Registrar of Companies of the Cayman Islands (the “Cayman Registrar”) in connection with the Merger, and the transactions contemplated thereby, including the Merger.

Pursuant to the terms of the Merger Agreement, assuming the Merger Agreement and the Plan of Merger are authorized and approved by the requisite vote of the shareholders of the Company and the other conditions to the consummation of the Merger are satisfied or waived in accordance with the terms of the Merger Agreement, the following will occur:

Copies of the Merger Agreement and the Plan of Merger are attached as Annex A and Annex B, respectively, to this proxy statement. You should read the Merger Agreement and the Plan of Merger in their entirety because they, and not this proxy statement, are the legal documents governing the Merger.

Merger Consideration (Page 91)

If the Merger is consummated, at the Effective Time, (i) each of the Shares issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive $16 from the Company in cash without interest (the “Per Share Merger Consideration”), and (ii) each of the ADSs issued and outstanding immediately prior to the Effective Time, together with the underlying Shares, will be cancelled in exchange for the right to receive from the Company $16 in cash without interest (the “Per ADS Merger Consideration”) (less any applicable ADS Depositary’s fees ($0.05 per ADS cash distribution fee) payable pursuant to the terms of the Deposit Agreement), but subject to withholding of any applicable taxes, in each case net of any applicable withholding taxes, except for the following (together, the “Excluded Shares”): (a) 17,520,953 Shares owned by the Rollover Shareholders as of the date of the Merger Agreement, representing approximately 57.9% of the total Shares owned by the Rollover Shareholders as of the date of the Merger Agreement, which will be cancelled and cease to exist without payment of any consideration or distribution therefor, (b) Shares held by Parent, the Company or any of their respective subsidiaries, which will be cancelled and cease to exist without payment of any consideration or distribution therefor, (c) Shares held by Citibank, N.A., in its capacity as ADS Depositary, reserved for issuance, settlement and allocation upon exercise or vesting of Company options or RSU awards, which will be cancelled and cease to exist without payment of any consideration or distribution therefor, (d) Shares (the “Dissenting Shares”) owned by shareholders (the “Dissenting Shareholders”) who have validly exercised and have not effectively withdrawn or lost their rights to dissent from the Merger in accordance with Section 238 of the Companies Law of the Cayman Islands (the “Cayman Islands Companies Law”), which will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of the Dissenting Shares in accordance with Section 238 of the Cayman Islands Companies Law, and (e) any Share (including any Share represented by ADS) that may be acquired by affiliates of Morespark or Hammer Capital between the date of the Merger Agreement and the Effective Time pursuant to a certain call option against Mr. Li granted under a Consent Letter dated October 15, 2019 between Morespark Limited, Hammer Capital Opportunities Fund L.P., Prosper Rich Investments Limited, Mr. Li, Proudview Limited and Serene View Investment Limited, which will be cancelled and cease to exist without payment of any consideration or distribution therefor.

Treatment of Company Options (Page 92)

At the Effective Time, each outstanding and fully vested option (each, a “Vested Option”) to purchase Shares granted under the Company’s share incentive plans will be cancelled, and each holder of a Vested Option will have the right to receive an amount in cash determined by multiplying (x) the excess, if any, of $16 over the applicable exercise price of such Vested Option by (y) the number of Shares underlying such Vested Option. At the Effective Time, each outstanding but unvested option (each, an “Unvested Option”) to purchase Shares granted under the Company’s share incentive plans will be cancelled and immediately converted into the right to receive in exchange an award of option to purchase the same number of Parent common shares as the total number of Shares subject to such Unvested Option immediately prior to the Effective Time, at a per-share exercise price equal to the exercise price of such Unvested Option.

Treatment of Company Restricted Share Units (Page 92)

At the Effective Time, each outstanding and fully vested restricted share unit (“RSU”) and each unvested RSU held by the independent directors of the Board (each, a “Qualified RSU”) granted under the Company’s share incentive plans will be cancelled, and each holder of a Qualified RSU will have the right to receive an amount in cash determined by multiplying $16 by the number of Shares underlying such Qualified RSU. At the Effective Time, each outstanding but unvested RSU other than unvested RSU held by the independent directors of the Board (each, an “Unvested RSU”) granted under the Company’s share incentive plans will be cancelled and immediately converted into the right to receive in exchange an award of Parent restricted share units to acquire the same number of Parent common shares as the total number of Shares, provided that the number of Parent’s common shares subject to such Parent RSU Award may be adjusted by Parent to reflect changes in the Company’s or Parent’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to the holders of such Unvested RSU.

Recommendation of the Special Committee and the Board (Page 36)

The Special Committee reviewed and considered the terms and conditions of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. The Special Committee, after consultation with its financial advisor and legal counsel and due consideration, unanimously (a) determined that the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, is fair to, and in the best interests of the Company and the Company’s Unaffiliated Holders, (b) approved and declared it advisable for the Company to enter into the Merger Agreement, the Plan of Merger, other transaction documents, and the Transactions, including the Merger, and (c) recommended that the Board authorize and approve the Merger Agreement, the Plan of Merger, other transaction documents, and the Transactions, including the Merger.

The Board (other than Mr. Li and Mr. Sidney Xuande Huang, who abstained from the vote due to affiliation with the Buyer Group), acting upon the unanimous recommendation of the Special Committee, at a duly held meeting, has (a) determined that the execution by the Company of the Merger Agreement and the Plan of Merger and consummation of the Transactions, including the Merger, are fair to and in the best interests of the Company and the Unaffiliated Holders, (b) approved and declared advisable the Merger, the Transactions, the Merger Agreement and the Plan of Merger, and (c) resolved to recommend in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, to the shareholders of the Company and to include such recommendation in this proxy statement and directed that the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, be submitted to a vote of the shareholders of the Company for authorization and approval.

ACCORDINGLY, THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO AUTHORIZE AND APPROVE THE MERGER AGREEMENT, THE PLAN OF MERGER AND THE TRANSACTIONS, INCLUDING THE MERGER, FOR THE PROPOSAL TO AUTHORIZE each of the members of the Special Committee, the chief executive officer of the Company and the chief financial officer of the Company TO DO ALL THINGS NECESSARY TO GIVE EFFECT TO THE MERGER AGREEMENT, THE PLAN OF MERGER AND THE TRANSACTIONS, INCLUDING THE MERGER, AND FOR THE PROPOSAL TO INSTRUCT THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING TO ADJOURN THE EXTRAORDINARY GENERAL MEETING IN ORDER TO ALLOW THE COMPANY TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE INSUFFICIENT PROXIES RECEIVED AT THE TIME OF THE EXTRAORDINARY GENERAL MEETING TO PASS THE RESOLUTIONS TO BE PROPOSED AT THE EXTRAORDINARY GENERAL MEETING.

For a detailed discussion of the material factors considered by the Special Committee and the Board in determining to recommend the approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, and in determining that the Merger is fair to and in the best interests of the Company and the Unaffiliated Holders, see “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 36 and “Special Factors—Effects of the Merger on the Company—Primary Benefits and Detriments of the Merger” beginning on page 69. The foregoing summary is qualified in its entirety by reference to these sections.

Record Date and Voting (Page 85)

You are entitled to vote at the extraordinary general meeting if you have Shares registered in your name at the close of business in the Cayman Islands on ______, 2020, the record date for voting Shares at the extraordinary general meeting (the “Share Record Date”). If you own Shares at the close of business in the Cayman Islands on the Share Record Date, you should lodge your proxy card and vote so that the proxy card is received by the Company no later than ______, 2020 at ______ a.m. (China Standard Time).

If you own ADSs as of the close of business in New York City on ______, 2020 (the “ADS Record Date”) and do not convert such ADSs and become a registered holder of the Shares underlying such ADSs as explained below, you cannot attend and vote at the extraordinary general meeting directly (whether in person or by proxy), but you may give voting instructions, the form of which is attached as Annex H to this proxy statement, to the ADS Depositary, in its capacity as the registered holder of the Shares underlying your ADSs, on how to vote the Shares underlying your ADSs. The ADS Depositary must receive your instructions no later than ______ a.m. (New York City time) on ______, 2020 in order to ensure the Shares underlying your ADSs are properly voted at the extraordinary general meeting. If you hold your ADSs in a brokerage, bank or other nominee account, you must rely on the procedures of the broker, bank or other nominee through which you hold your ADSs if you wish to vote. Alternatively, if you own ADSs as of the close of business in New York City on the ADS Record Date, you may vote at the extraordinary general meeting directly if you convert your ADSs and become a registered holder of the Shares underlying your ADSs prior to the close of business in the Cayman Islands on ______, 2020, the Share Record Date. If you wish to convert your ADSs for the purpose of voting Shares directly at the extraordinary general meeting, you need to make arrangements with your broker or custodian to deliver your ADSs to the ADS Depositary for cancellation before the close of business in New York City on ______, 2020 together with (a) delivery instructions for the corresponding Shares represented by such ADSs (including, if applicable, the name and address of person who will be the registered holder of such Shares), (b) payment of the ADS Depositary’s fees ($0.05 per ADS) to be cancelled pursuant to the terms of the deposit agreement dated November 16, 2010 among the Company, the ADS Depositary and the holders and beneficial owners of ADSs issued thereunder (the “Deposit Agreement”)), and (c) certification that you either (i) beneficially owned the relevant ADSs as of the ADS Record Date and have not given, and will not give, voting instructions to the ADS Depositary as to the ADSs being cancelled (or have cancelled all voting instructions previously given), or have given voting instructions to the ADS Depositary as to the ADSs being cancelled but undertake not to vote the corresponding Shares at the extraordinary general meeting or (ii) did not beneficially own the ADSs as of the ADS Record Date and undertake not to vote the corresponding Shares at the extraordinary general meeting. If you hold your ADSs in a brokerage, bank or other nominee account, please promptly contact your broker, bank or other nominee to find out what actions you need to take to instruct the broker, bank or other nominee to cancel the ADSs on your behalf. Each holder has one vote for each Share held as of the close of business in the Cayman Islands on the Share Record Date. We expect that, as of the Share Record Date, there will be 71,243,284.50 Shares entitled to be voted at the extraordinary general meeting. See “—Voting Information” below.

Shareholder Vote Required to Approve the Merger Agreement and the Plan of Merger (Page 86)

In order for the Merger to be consummated, the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, must be authorized and approved by a special resolution of the Company’s shareholders, which requires an affirmative vote of holders of Shares (including Shares represented by ADSs) representing at least two-thirds of the voting rights of the Shares present and voting in person or by proxy as a single class at the extraordinary general meeting (the “Company Shareholder Approval”).

As of the date of this proxy statement, the Buyer Group beneficially owns an aggregate of 30,253,063.5 Shares (including Shares represented by ADSs), which represent approximately 42.46% in number and 42.46% in voting rights of the entire issued and outstanding Shares. See “Security Ownership of Certain Beneficial Owners and Management of the Company” beginning on page 116 for additional information. Based on the number of Shares expected to be issued and outstanding on the Share Record Date, an amount of Shares representing approximately 11.57% of the voting rights of the entire issued and outstanding Shares as of the Share Record Date owned by shareholders and on behalf of ADS holders other than members of the Supporting Shareholders must be voted in favor of the special resolutions to be proposed at the extraordinary general meeting for them to be approved, assuming all shareholders of the Company will be present and voting in person or by proxy at the extraordinary general meeting.

Voting Information (Page 86)

Before voting your Shares, we encourage you to read this proxy statement in its entirety, including all of the annexes, attachments, exhibits and materials incorporated by reference, and carefully consider how the Merger will affect you. To ensure that your Shares can be voted at the extraordinary general meeting, please complete the accompanying proxy card in accordance with the instructions set forth on the proxy card as soon as possible. You should lodge your proxy card so that it is received by the Company no later than ______, 2020, at _____ a.m. (China Standard Time). If a broker, bank or other nominee holds your Shares in “street name,” your broker, bank or other nominee should provide you with instructions on how to vote your Shares. Your broker, bank or other nominee will not vote your Shares in the absence of specific instructions from you. These non-voted Shares are referred to as “broker non-votes.”

Dissenter Rights of Shareholders and ADS Holders (Page 110)

Shareholders who elect to dissent from the Merger will have the right to receive payment of the fair value of their Shares (“Dissenter Rights”) in accordance with Section 238 of the Cayman Islands Companies Law if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Law for the exercise of Dissenter Rights, which is attached as Annex D to this proxy statement. The fair value of your Shares as determined under that statute could be more than, the same as, or less than the merger consideration you would receive pursuant to the Merger Agreement if you do not exercise Dissenter Rights with respect to your Shares.

ADS HOLDERS WILL NOT HAVE THE RIGHT TO EXERCISE DISSENTER RIGHTS AND RECEIVE PAYMENT OF THE FAIR VALUE OF THE SHARES UNDERLYING THEIR ADSs. THE ADS DEPOSITARY WILL NOT EXERCISE OR ATTEMPT TO EXERCISE ANY DISSENTER RIGHTS WITH RESPECT TO ANY OF THE SHARES THAT IT HOLDS, EVEN IF AN ADS HOLDER REQUESTS THE ADS DEPOSITARY TO DO SO. ADS HOLDERS WISHING TO EXERCISE DISSENTER RIGHTS MUST SURRENDER THEIR ADSs BEFORE 5:00 P.M. (NEW YORK CITY TIME) ON [ ] 2020 TO THE ADS DEPOSITARY FOR CONVERSION INTO SHARES, PAY THE ADS DEPOSITARY’S FEES REQUIRED FOR THE CANCELLATION OF THEIR ADSs, PROVIDE DELIVERY INSTRUCTIONS FOR THE CORRESPONDING SHARES, AND CERTIFY THAT THEY EITHER (I) BENEFICIALLY OWNED THE RELEVANT ADSs as of the ADS Record Date and HAVE NOT GIVEN, AND WILL NOT GIVE, VOTING INSTRUCTIONS AS TO THEIR ADSs (OR HAVE CANCELLED ALL VOTING INSTRUCTIONS PREVIOUSLY GIVEN) OR HAVE GIVEN VOTING INSTRUCTIONS TO THE ADS DEPOSITARY AS TO THE ADSs BEING CANCELLED BUT UNDERTAKE NOT TO VOTE THE CORRESPONDING SHARES AT THE EXTRAORDINARY GENERAL MEETING, OR (II) DID NOT BENEFICIALLY OWN THE RELEVANT ADSs AS OF THE ADS RECORD DATE AND UNDERTAKE NOT TO VOTE THE CORRESPONDING SHARES, AND BECOME REGISTERED HOLDERS OF SHARES BEFORE THE VOTE TO AUTHORIZE AND APPROVE THE MERGER IS TAKEN AT THE EXTRAORDINARY MEETING. FOR THE AVOIDANCE OF DOUBT, ANY ADS HOLDERS WHO CONVERT THEIR ADSs INTO SHARES AFTER THE SHARE RECORD DATE WILL NOT BE ENTITLED TO ATTEND OR TO VOTE AT THE EXTRAORDINARY GENERAL MEETING, BUT WILL BE ENTITLED TO EXERCISE DISSENTER RIGHTS IF THEY BECOME REGISTERED HOLDERS OF SHARES BEFORE THE VOTE IS TAKEN AT THE EXTRAORDINARY GENERAL MEETING, IN ACCORDANCE WITH THE IMMEDIATELY PRECEDING SENTENCE. AFTER CONVERTING THEIR ADSs AND BECOMING REGISTERED HOLDERS OF SHARES, SUCH FORMER ADS HOLDERS MUST COMPLY WITH THE PROCEDURES AND REQUIREMENTS FOR EXERCISING DISSENTER RIGHTS WITH RESPECT TO THE SHARES UNDER SECTION 238 OF THE CAYMAN ISLANDS COMPANIES LAW. IF THE MERGER IS NOT CONSUMMATED, THE COMPANY WILL CONTINUE TO BE A PUBLIC COMPANY IN THE UNITED STATES AND ADSs WILL CONTINUE TO BE LISTED ON THE NYSE. THE COMPANY’S SHARES ARE NOT LISTED AND CANNOT BE TRADED ON ANY STOCK EXCHANGE OTHER THAN THE NYSE, AND IN SUCH CASE ONLY IN THE FORM OF ADSs. AS A RESULT, IF A FORMER ADS HOLDER HAS CONVERTED HIS, HER OR ITS ADSs TO EXERCISE DISSENTER RIGHTS AND THE MERGER IS NOT CONSUMMATED AND SUCH FORMER ADS HOLDER WISHES TO BE ABLE TO SELL HIS, HER OR ITS SHARES ON A STOCK EXCHANGE, SUCH FORMER ADS HOLDER WILL NEED TO DEPOSIT HIS, HER OR ITS SHARES INTO THE COMPANY’S ADS PROGRAM FOR THE ISSUANCE OF THE CORRESPONDING NUMBER OF ADSs, SUBJECT TO THE TERMS AND CONDITIONS OF APPLICABLE LAW AND THE DEPOSIT AGREEMENT, INCLUDING, AMONG OTHER THINGS, PAYMENT OF RELEVANT FEES OF THE ADS DEPOSITARY FOR THE ISSUANCE OF ADSs ($0.05 PER ADS ISSUED), APPLICABLE SHARE TRANSFER TAXES (IF ANY), AND RELATED CHARGES PURSUANT TO THE DEPOSIT AGREEMENT.

We encourage you to read the section of this proxy statement entitled “Dissenter Rights” as well as Annex D to this proxy statement carefully and to consult your Cayman Islands legal counsel if you desire to exercise your Dissenter Rights.

Purposes and Effects of the Merger (Page 66)

The purpose of the Merger is to enable Parent to acquire 100% control of the Company in a transaction in which the holders of the Shares and the ADSs (other than (i) the holders of the Excluded Shares and (ii) the Dissenting Shareholders) will be cashed out in exchange for the right to receive the Per Share Merger Consideration and the Per ADS Merger Consideration, as applicable, such that Parent will bear the rewards and risks of the sole ownership of the Company after the Merger, including any future earnings and growth of the Company as a result of improvements to the Company’s operations or acquisitions of other businesses. See “Special Factors—Purposes of and Reasons for the Merger” beginning on page 66 for additional information.

The Company’s ADSs, each representing one Share, are currently listed on the NYSE with the symbol “BITA.” It is expected that, following the consummation of the Merger, the Company will cease to be a publicly traded company and will instead become a private company beneficially owned solely by the Buyer Group. Following the consummation of the Merger, the ADSs will not be listed on the NYSE or any other securities exchange or quotation system, and price quotations with respect to sales of ADSs in the public market will no longer be available. In addition, registration of Shares under the Exchange Act may be terminated upon the Company’s application to the SEC if Shares are not listed on a national securities exchange and there are fewer than 300 record holders of Shares. Ninety days after the filing of Form 15 in connection with the consummation of the Merger or such longer period as may be determined by the SEC, registration of the Shares under the Exchange Act will be terminated and the Company will no longer be required to file periodic reports with the SEC or otherwise be subject to the U.S. federal securities laws, including the Sarbanes-Oxley Act of 2002, applicable to public companies. Following the consummation of the Merger, the Company’s shareholders will no longer enjoy the rights or protections that the U.S. federal securities laws provide, including reporting obligations for directors, officers and principal securities holders of the Company. Furthermore, following the consummation of the Merger, the ADS program for the Shares will terminate. See “Special Factors—Effects of the Merger on the Company” beginning on page 67 for additional information.

Possible Unconditional Mandatory Cash Offers in Relation to Yixin Group Limited (“Yixin”) Triggered by the Merger

As of the date of this proxy statement, Tencent and its subsidiaries (“Tencent Group”), Hammer Capital and entities controlled by Mr. Rodney Ling Kay Tsang (“Hammer Capital Group”), together with the Company and the Company’s subsidiary, Bitauto Hong Kong Limited (“Bitauto HK”), hold an aggregate of 4,193,241,710 ordinary shares of Yixin (“Yixin Shares”), representing approximately 65.78% of the total issued Yixin Shares. Upon the Merger becoming effective, there will be a change in statutory control in the Company and, as a result, Morespark and Hammer Capital or their affiliates will acquire control (as defined under The Hong Kong Code on Takeovers and Mergers as in force and as amended from time to time (the “HK Takeovers Code”)) of Yixin, which will trigger the mandatory offer requirements under Rule 26 and Rule 13 of the HK Takeovers Code.

To comply with relevant requirements under the HK Takeovers Code, Tencent and Hammer Capital will, through their respective subsidiaries, make a possible unconditional mandatory general offer to acquire all the issued Yixin Shares (other than the Yixin Shares beneficially owned by Tencent Group, Hammer Capital Group, the Company and Bitauto HK) pursuant to Note 8 to Rule 26.1 of the Takeovers Code and a possible offer to cancel all the outstanding share options granted by Yixin to its option holders under its pre-IPO share option scheme pursuant to Rule 13 of the Takeovers Code. See “Special Factors—Effects of the Merger on the Company—Possible Unconditional Mandatory Cash Offers in Relation to Yixin Triggered by the Merger” beginning on page 68 for additional information.

Plans for the Company after the Merger (Page 72)

After the completion of the Merger, Parent will own 100% of the equity interests in the surviving company (the “Surviving Company”). The Buyer Group anticipates that the Company will continue to conduct its operations substantially as they are currently being conducted, except that it will cease to be a public traded company and will instead be beneficially owned by the Buyer Group.

After the completion of the Merger, and following the completion of the anticipated deregistration of the Company’s ordinary shares and the ADSs, the delisting from the NYSE and the termination of the Company’s reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company will no longer be subject to the Exchange Act or the compliance and reporting requirements of the NYSE and the related direct and indirect costs and expenses.

Position of the Buyer Group as to the Fairness of the Merger (Page 42)

The Buyer Group believes that the Merger is both procedurally and substantively fair to the Unaffiliated Holders. Their belief is based upon the factors discussed under “Special Factors — Position of the Buyer Group as to the Fairness of the Merger” beginning on page 42.

The Buyer Group is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of the Buyer Group as to the fairness of the Merger are not intended to be and should not be construed as a recommendation to any shareholder of the Company or holder of ADSs as to how to vote on the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger.

Financing of the Merger (Page 73)

The Company and the Buyer Group estimate that the total amount of funds necessary to complete the Merger and related transactions and pay related fees and expenses will be approximately $880 million (assuming no exercise of Dissenter Rights by shareholders of the Company). In calculating this amount, the Company and the Buyer Group did not consider the value of the Rollover Shares (as defined below), which will be cancelled for no consideration pursuant to the Merger Agreement.

The Buyer Group expects to fund this amount through a combination of:

See “Financing of the Merger” beginning on page 73 for additional information.

Limited Guarantees (Page 74)

Concurrently with the execution of the Merger Agreement, each of Morespark and Hammer Capital entered into a limited guarantee (each, a “Limited Guarantee”) with the Company to guarantee a portion of Parent’s obligation to pay a “Parent Termination Fee” in the amount of $30,000,000 and certain other payment obligations of Parent in relation to the collection of the Parent Termination Fee, if and as required pursuant to the terms of the Merger Agreement.

See “Special Factors—Limited Guarantees” beginning on page 74 for additional information.

Interim Investors Agreement (Page 74)

Concurrently with the execution of the Merger Agreement, the Rollover Shareholders and Hammer Capital Opportunities Fund L.P. (acting through its general partner Hammer Capital Opportunities General Partner) entered into an interim investors agreement (as may be amended from time to time in accordance with its terms, the “Interim Investors Agreement”), which governs, among other matters, the actions of and the relationship among such members of the Buyer Group with respect to the Merger Agreement, the Equity Commitment Letters, the Support and Rollover Agreements and the Limited Guarantees, and the transactions contemplated thereby until the termination of the Merger Agreement or consummation of the Merger.

See “Special Factors—Interim Investors Agreement” beginning on page 74 for additional information.

Support Agreements (Page 75)

Concurrently with the execution and delivery of the Merger Agreement, Parent, Morespark Limited, Dongting Lake Investment Limited and THL E Limited entered into a support agreement (the “Tencent Support Agreement”), and on September 12, 2019, each of JD Global and Mr. Li executed a support agreement in favor of the Sponsors (as amended and supplemented by the Interim Investors Agreement, together with the Tencent Support Agreement, the “Support and Rollover Agreements”). Pursuant to the Support and Rollover Agreements, the Rollover Shares (as defined below) will be cancelled at the closing of the Merger in consideration for such number of newly issued shares of Parent to be subscribed for by each Rollover Shareholder or its affiliate, as the case may be, as set forth in the relevant Support and Rollover Agreement.

In addition, on September 12, 2019, Cox Automotive Global Investments, Inc. entered into a support agreement in favor of the Sponsors (the “Cox Support Agreement”, together with the Support and Rollover Agreements, the “Support Agreements”). The Support Agreements provide that all of the Shares (including Shares represented by ADSs) owned by the Supporting Shareholders will be voted in favor of the approval, adoption and authorization of the Merger Agreement and the approval of the Transactions, including the Merger. As of the date of this proxy statement, the Supporting Shareholders beneficially own approximately 55.1% of our issued and outstanding Shares entitled to vote.

See “Special Factors—Support Agreements” beginning on page 75 for additional information.

Opinion of the Special Committee’s Financial Advisor (Page 47)

At the meeting of the Special Committee on June 12, 2020, Duff & Phelps, LLC (“Duff & Phelps”) rendered its oral opinion (which was confirmed in writing by delivery of its written opinion dated the same date) to the Special Committee that, as of such date and based upon and subject to the factors, assumptions and limitations set forth in its opinion, the per Share merger consideration to be paid to the holders of Shares (other than the Excluded Shares, the Dissenting Shares and the Shares represented by ADSs) and the per ADS merger consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) in the Merger were fair, from a financial point of view, to such holders (without giving effect to any impact of the Merger on any particular holder of the Shares or ADSs other than in their capacity as holders of Shares or ADSs).

The full text of Duff & Phelps’ written opinion dated June 12, 2020, which sets forth the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken, is attached as Annex C to this proxy statement and is incorporated herein by reference. The summary of Duff & Phelps’ opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The shareholders of the Company are urged to read the opinion in its entirety. Duff & Phelps’ written opinion is addressed to the Special Committee (in its capacity as such), is directed only to the Per Share Merger Consideration and the Per ADS Merger Consideration to be paid in the Merger and does not constitute a recommendation to any shareholder of the Company as to how such shareholder should vote or act with respect to the Merger or any other matter. Duff & Phelps did not recommend any specific amount of consideration for the Merger or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

See “Special Factors—Opinion of the Special Committee’s Financial Advisor” beginning on page 47 for additional information.

Interests of the Company’s Executive Officers and Directors in the Merger (Page 76)

In considering the recommendation of the Special Committee and the Board, the Company’s shareholders should be aware that certain of the Company’s directors and executive officers have interests in the Transactions that are different from, or in addition to, the interests of the Company’s shareholders and ADS holders generally. These interests include:

The Special Committee and the Board were aware of these potential conflicts of interest and considered them, among other matters, in reaching their decisions and recommendations with respect to the Merger Agreement and related matters. See “Special Factors—Interests of Certain Persons in the Merger” beginning on page 76 for additional information.

No Solicitation of Transactions (Page 101)

The Merger Agreement restricts the Company’s and its Board’s ability, until the Effective Time, or if earlier, the termination of the Merger Agreement, to solicit or engage in discussions or negotiations with third parties regarding an Acquisition Proposal (as defined in the section entitled “The Merger Agreement—No Solicitation of Transactions”). See “The Merger Agreement—No Solicitation of Transactions; Change of Recommendation” beginning on page 101.

Conditions to the Merger (Page 104)

The obligations of each party to effect the Merger are subject to the satisfaction or waiver (if permitted by law) of the following conditions:

The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver of the following conditions:

The obligations of the Company to effect the Merger are also subject to the satisfaction or waiver of the following conditions:

Termination of the Merger Agreement (Page 105)

The Merger Agreement may be terminated and the Merger and the other transactions contemplated by the Merger Agreement and Plan of Merger may be abandoned, at any time prior to the Effective Time, as follows:

Termination Fee (Page 106)

The Company is required to pay Parent a termination fee of $15,000,000 (the “Company Termination Fee”) if

Parent is required to pay the Company a termination fee of $30,000,000 (the "Parent Termination Fee") if

Material U.S. Federal Income Tax Consequences (Page 80)

The receipt of cash pursuant to the Merger or through the exercise of Dissenter Rights in connection with the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local and other tax laws. See “Special Factors—Material U.S. Federal Income Tax Consequences” beginning on page 80. The tax consequences of the Merger or the exercise of Dissenter Rights to you will depend upon your personal circumstances. You should consult your tax advisor for a full understanding of the U.S. federal, state, local, foreign and other tax consequences of the Merger to you.

Material PRC Income Tax Consequences (Page 81)

The Company does not believe that it should be considered a resident enterprise under the PRC Enterprise Income Tax Law (the “EIT Law”) or that the gain recognized on the receipt of cash for the Shares or ADSs should otherwise be subject to PRC tax to holders of such Shares or ADSs that are not PRC residents. However, there is uncertainty regarding whether the PRC tax authorities would deem the Company to be a resident enterprise. If the PRC tax authorities were to determine that the Company should be considered a resident enterprise, then gain recognized on the receipt of cash for our Shares or ADSs pursuant to the merger by our shareholders or ADS holders who are not PRC residents could be treated as PRC-source income that would be subject to PRC income tax at a rate of 10% in the case of enterprises or 20% in the case of individuals (subject to applicable tax treaty relief, if any), and, even in the event that the Company is not considered a resident enterprise, gain recognized on the receipt of cash for Shares or ADSs is subject to PRC tax if the holders of such Shares or ADSs are PRC residents. You should consult your own tax advisor for a full understanding of the tax consequences of the merger to you, including any PRC tax consequences.

See “Special Factors—Material PRC Income Tax Consequences” beginning on page 81 for additional information.

Material Cayman Islands Tax Consequences (Page 82)

The Government of the Cayman Islands will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Company or its shareholders. No taxes, fees or charges will be payable (either by direct assessment or withholding) to the government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of the Merger or the receipt of cash for the Shares under the terms of the Merger Agreement. This is subject to the qualification that (a) Cayman Islands stamp duty may be payable if any original transaction documents are brought into or executed or produced before a court in the Cayman Islands (for example, for enforcement), (b) registration fees will be payable to the Cayman Islands Registrar of Companies to register the Plan of Merger and (c) fees will be payable to the Cayman Islands Government Gazette Office to publish the notice of the Merger in the Cayman Islands Government Gazette. See “Special Factors—Material Cayman Islands Tax Consequences” beginning on page 82 for additional information.

Regulatory Matters (Page 80)

The Company does not believe that any material federal or state regulatory approvals, filings or notices are required in connection with effecting the Merger other than the approvals, filings or notices required under the U.S. federal securities laws, the filing of the Plan of Merger (and supporting documentation as specified in the Cayman Islands Companies Law) with the Cayman Registrar and, in the event the Merger becomes effective, a copy of the Certificate of Merger being given to the shareholders and creditors of the Company and Merger Sub as at the time of the filing of the Plan of Merger and the notice of the Merger being published in the Cayman Islands Gazette.

Litigation Related to the Merger (Page 80)

We are not aware of any lawsuit that challenges the Merger, the Merger Agreement or any of the transactions contemplated thereby.

Accounting Treatment of the Merger (Page 80)

Upon completion of the Merger, the Company would cease to be a publicly traded company, and the Merger is expected to be accounted for as a business combination by Parent in accordance with Accounting Standard Codification 805 “Business Combinations,” initially at the fair value of the Company as of the effective time of the Merger, which is the date of the acquisition.

Market Price of the ADSs (Page 83)

The closing price of ADSs on the NYSE on September 12, 2019, the last trading date immediately prior to the Company’s announcement on September 13, 2019 that it had received a going private proposal, was $13.75 per ADS. The consideration of $16 per ADS to be paid in the Merger represents a premium of approximately 16.4% over that closing price.

Fees and Expenses (Page 79)

Whether or not the Merger is consummated, all costs and expenses incurred in connection with the Merger Agreement and Transactions will be paid by the party incurring such costs and expenses except as otherwise provided in the Merger Agreement and the Interim Investors Agreement.

See “Special Factors—Fees and Expenses” beginning on page 79 for additional information.

Remedies (Page 107)

The parties to the Merger Agreement are entitled to specific performance and other equitable relief of the terms and provisions of the Merger Agreement, including an injunction or injunctions to prevent breaches of the Merger Agreement, in addition to any other remedy at law or in equity.

In the event that the Parent or Merger Sub fails to effect the closing when required to under the Merger Agreement for any reason or no reason or they otherwise breach the Merger Agreement or otherwise fail to perform under the Merger Agreement, then, except for an order of specific performance as and only to the extent expressly permitted by the Merger Agreement, the Company’s termination of the Merger Agreement and receipt of the Parent Termination Fee and the guarantee of such obligations pursuant to the Limited Guarantees (subject to their terms, conditions and limitations) will be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Company, any of its subsidiaries, any shareholder of the Company or any of its subsidiaries or any of their respective affiliates against the Parent, Merger Sub, the Sponsors or any of their respective affiliates for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform under the Merger Agreement or other failure of the Merger to be consummated.

If the Company pays the Company Termination Fee pursuant to the terms of the Merger Agreement, then any such payment and the Parent's right to terminate the Merger Agreement shall be the sole and exclusive remedy of any of the Parent, Merger Sub, the Sponsors and their respective affiliates against any of the Company, its subsidiaries, shareholders of the Company or any of its subsidiaries and any of their respective affiliates for any loss or damage suffered as a result of any breach of any representation, warranty, covenant or agreement or failure to perform under the Merger Agreement or other failure of the Merger to be consummated. See “The Merger Agreement—Remedies and Limitations on Liability” beginning on page 107 for additional information.

QUESTIONS AND ANSWERS ABOUT
THE EXTRAORDINARY GENERAL MEETING AND THE MERGER

The following questions and answers address briefly some questions you may have regarding the extraordinary general meeting and the Merger. These questions and answers may not address all questions that may be important to you as a shareholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

If you own ADSs immediately prior to the Effective Time, at the Effective Time, you will be entitled to receive from the Company $16 in cash, without interest and net of any applicable withholding taxes, for each ADS (other than ADSs representing Rollover Shares) you own immediately prior to the Effective Time. The ADS holders will pay any applicable fees, charges and expenses of the ADS Depositary (including $0.05 per ADS cash distribution fee pursuant to the terms of the deposit agreement (the “Deposit Agreement”), dated as of November 16, 2010, by and among the Company, the ADS Depositary, and the holders and beneficial owners of ADSs issued thereunder) and government charges due to or incurred by the ADS Depositary, in each case, in cash, without interest, in connection with the cancellation of the ADSs surrendered and the distribution of the merger consideration to holders of ADSs.

See “Special Factors—Material U.S. Federal Income Tax Consequences,” “Special Factors—Material PRC Income Tax Consequences” and “Special Factors—Material Cayman Islands Tax Consequences” beginning on page 80, page 81 and page 82 for a more detailed description of the tax consequences of the Merger. You should consult your own tax advisor for a full understanding of how the Merger will affect your U.S. federal, state, local, non-U.S. and other taxes.

At the Effective Time, each Unvested Option will be assumed and converted into an option to purchase the same number of Parent common shares as the total number of Shares subject to such Unvested Option immediately prior to the Effective Time, at a per-share exercise price equal to the exercise price of such Unvested Option, provided that the number of Parent’s common shares subject to such Parent Option and/or the exercise price of such Parent Option may be adjusted by Parent to reflect changes in the Company’s or Parent’s capital structure upon or immediately prior to the Effective Time to provide substantially the same economic terms to the holders of such Unvested Options.

Under certain specified circumstances, the Company may be required to pay Parent or its designees a termination fee, or Parent may be required to pay the Company a termination fee, in each case, as described in “The Merger Agreement—Termination Fee” beginning on page 106.

In the event of a transfer of ownership of Shares that is not registered in the register of members of the Company, the merger consideration in respect of such Shares may be paid to such transferee upon delivery of evidence to the satisfaction of Parent (or its agent) of such transferee’s entitlement to such Shares and evidence that any applicable share transfer taxes have been paid or are not applicable.

The Per Share Merger Consideration may be subject to backup withholding taxes if the paying agent has not received from you a properly completed and signed U.S. Internal Revenue Service Form W-8 or W-9, as applicable.

If your Shares are held in “street name” by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee on how to surrender your Shares and receive the merger consideration for those Shares.

In the event of a transfer of ownership of ADSs that is not registered in the register of ADS holders maintained by the ADS Depositary, the check for any cash to be exchanged upon cancellation of the ADSs will be issued to such transferee only if the ADRs, if applicable, are presented to the ADS Depositary, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable ADS transfer taxes have been paid or are not applicable.

The Per ADS Merger Consideration may be subject to backup withholding taxes if the ADS Depositary has not received from you a properly completed and signed U.S. Internal Revenue Service Form W-8 or W-9, as applicable.

If your ADSs are held in “street name” by your broker, bank or other nominee at the Depository Trust Company (“DTC”), you will not be required to take any action to receive the merger consideration for your ADSs as the ADS Depositary will arrange for the surrender of the ADSs with DTC and the remittance of the Merger Consideration (net of any ADS Depositary fees pursuant to the terms of the Deposit Agreement, any applicable withholding taxes and other governmental charge) to DTC (the clearance and settlement system for the ADSs) for distribution by DTC to your broker, bank or other nominee on your behalf. If you have any questions concerning the receipt of the merger consideration, please contact your broker, bank or other nominee.

At the close of business in the Cayman Islands on ______, 2020, the Share Record Date for the extraordinary general meeting, ______ Shares are expected to be issued and outstanding and entitled to vote at the extraordinary general meeting.

Pursuant to certain support agreements entered into on September 12, 2019 and June 12, 2020, as the case may be, the Supporting Shareholders have agreed that they will vote all of the Shares (including Shares represented by the Company’s ADSs) beneficially owned by them in favor of the approval of the Merger Agreement, the Plan of Merger, and the transactions contemplated thereby, including the Merger.

Assuming the Supporting Shareholders will comply with their undertakings to vote all of the Shares they respectively beneficially own in favor of the authorization and approval of the Merger Agreement and the Merger, based on the number of Shares expected to be issued and outstanding on the Share Record Date, an amount of Shares representing approximately 11.57% of the voting rights of the entire issued and outstanding Shares as of the Share Record Date owned by shareholders and on behalf of ADS holders other than the Supporting Shareholders must be voted in favor of the special resolution to be proposed at the extraordinary general meeting for them to be approved, assuming all shareholders of the Company will be present and voting in person or by proxy at the extraordinary general meeting.

You should read “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 36 for a discussion of the factors that the Special Committee and the Board considered in deciding to recommend the approval of the Merger Agreement. In addition, in considering the recommendation of the Special Committee and the Board with respect to the Merger Agreement, you should be aware that some of the Company’s directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of the Company’s shareholders generally. See “Special Factors—Interests of Certain Persons in the Merger” beginning on page 76.

Alternatively, you can attend the extraordinary general meeting and vote in person. To attend the extraordinary general meeting, you must present certain documents to verify your identity, such as your identification card or passport and your share certificate. Even if you plan to attend the extraordinary general meeting in person, we request that you submit your proxy in accordance with the instructions set forth on the proxy card, which is attached as Annex F to the accompanying proxy statement, as promptly as possible. If you decide to sign and send in your proxy card, but do not indicate how you want to vote, Shares represented by your proxy will be voted FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger, and the transactions contemplated thereby, including the Merger, FOR the proposal to authorize each of the members of the Special Committee, the chief executive officer of the Company and the chief financial officer of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, and the transactions contemplated thereby, including the Merger, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than the chairman of the meeting as proxy, in which case Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines. Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person.

If your Shares are held by your broker, bank or other nominee, please see below for additional information.

The Company will instruct the ADS Depositary to deliver to ADS holders as of ___________, 2020 (the “ADS Record Date”) a Depositary Notice and an ADS Voting Instruction Card, the forms of each of which are attached as Annex G and Annex H to the accompanying proxy statement, and ADS holders as of the ADS Record Date will have the right to instruct the ADS Depositary how to vote the Shares underlying their ADSs at the extraordinary general meeting, subject to and in accordance with the terms of the Deposit Agreement. A copy of the Deposit Agreement is available free of charge at the SEC’s website at www.sec.gov. If you own ADSs as of the close of business in New York City on the ADS Record Date (and do not surrender such ADSs and become a registered holder of the Shares underlying your ADSs as explained below), you cannot attend and vote at the extraordinary general meeting directly (whether in person or by proxy), but you may instruct the ADS Depositary (as the registered holder of Shares underlying your ADSs) how to vote the Shares underlying your ADSs. The ADS Depositary must receive such instructions no later than ______ a.m. (New York City time) on ______, 2020 in order to ensure the Shares underlying your ADSs are properly voted at the extraordinary general meeting. The ADS Depositary will endeavor to vote (or to cause the vote of) (in person or by proxy), in so far as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Articles of Association and the provisions of the Shares, the Shares represented by ADSs at the extraordinary general meeting in accordance with the voting instructions timely received (or deemed received) from holders of ADSs. The ADS Depositary has advised us that, pursuant to Section 4.10 of the Deposit Agreement, it will not itself exercise any voting discretion in respect of any Shares represented by ADSs and it will not vote or attempt to exercise the right to vote any Shares represented by ADSs other than in accordance with voting instructions received from the relevant ADS holder except as discussed below. Accordingly, ADS holders as of the ADS Record Date whose voting instructions are timely received but fail to specify the manner in which the ADS Depositary is to vote will be deemed to have instructed the ADS Depositary to vote in favor of the items set forth in such voting instruction. In addition, if the ADS Depositary does not receive timely voting instructions from an ADS holder as of the ADS Record Date on or before the ADS Voting Instruction deadline, such ADS holder shall be deemed, and the ADS Depositary shall deem such ADS holder, to have instructed the ADS Depositary to give a discretionary proxy to a person designated by the Company to vote the Shares, in each case upon the terms of the Deposit Agreement; provided, however, that no such discretionary proxy shall be given by the ADS Depositary with respect to any matter to be voted upon at the extraordinary general meeting as to which the Company informs the ADS Depositary that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Shares may be materially adversely affected as to such matter. If you hold your ADSs in a brokerage, bank or other nominee account, you must rely on the procedures of the broker, bank or other nominee through which you hold your ADSs if you wish to vote.

Alternatively, if you own ADSs as of the close of business in New York City on the ADS Record Date, you may vote at the extraordinary general meeting directly if you surrender your ADSs and become a holder of the Shares underlying your ADSs prior to the close of business in the Cayman Islands on the Share Record Date. If you wish to surrender your ADSs for the purpose of voting the corresponding Shares directly at the extraordinary general meeting after the ADS Record Date, you need to make arrangements with your broker or custodian to deliver your ADSs to the ADS Depositary for cancellation before the close of business in New York City on ______, 2020 together with (a) delivery instructions for the corresponding Shares (the name and address of person who will be the registered holder of such Shares), (b) payment of the ADS Depositary’s fees ($0.05 for each ADS) to be cancelled pursuant to the terms of the Deposit Agreement), which will not be borne by the Surviving Company, and any applicable taxes, and (c) certification that you either (i) beneficially owned the ADSs as of the ADS Record Date and have not given, and will not give, voting instructions to the ADS Depositary as to the ADSs being cancelled, or have given voting instructions to the ADS Depositary as to the ADSs being cancelled (or have cancelled all voting instructions previously given), or have given voting instructions to the ADS Depositary as to the ADSs being cancelled but undertake not to vote the corresponding Shares at the extraordinary general meeting or (ii) did not beneficially own the relevant ADSs as of the ADS Record Date and undertake not to vote the corresponding Shares at the extraordinary general meeting. If you hold your ADSs in a brokerage, bank or other nominee account, please promptly contact your broker, bank or other nominee to find out what actions you need to take to instruct the broker, bank or other nominee to cancel the ADSs on your behalf. Upon surrender of the ADSs, the ADS Depositary will direct Citibank, N.A. - Hong Kong, the custodian holding the Shares, to deliver, or cause the delivery, of the Shares represented by the ADSs so cancelled to or upon the written order of the person(s) designated in the order delivered to the ADS Depositary for such purpose. If after the registration of Shares in your name you wish to receive a certificate evidencing the Shares registered in your name, you will need to request the Company to instruct its Cayman Registrar of Shares, SMP Partners (Cayman) Limited, to issue and mail a certificate to your attention. If the Merger is not consummated, the Company will continue to be a public company in the United States and ADSs will continue to be listed on the NYSE. As a result, if you have surrendered your ADSs to attend the extraordinary general meeting and you wish to be able to sell your Shares on a stock exchange, you will need to deposit your Shares into the Company’s ADS program for the issuance of the corresponding number of ADSs, subject to the terms and conditions of applicable law and the Deposit Agreement, including, among other things, payment of relevant fees of the ADS Depositary for the issuance of ADSs ($0.05 per ADS issued), applicable share transfer taxes (if any) and related charges pursuant to the Deposit Agreement.

If you hold Shares through a broker, bank or other nominee and have instructed the broker, bank or other nominee to vote your Shares, you must follow directions received from the broker, bank or other nominee to change your instructions.

Holders of ADSs may revoke their voting instructions by notification to the ADS Depositary in writing at any time prior to ______ a.m. (New York City time) on ______, 2020. A holder of ADSs can do this in one of two ways:

If you hold your ADSs through a broker, bank or other nominee and you have instructed your broker, bank or other nominee to give ADS voting instructions to the ADS Depositary, you must follow the directions of your broker, bank or other nominee to change those instructions.

All holders of uncertificated Shares and uncertificated ADSs (i.e., holders whose Shares or ADSs are held in book entry) will automatically receive their merger consideration shortly after the Merger is consummated without any further action required on the part of such holders.

The ADS Record Date is the close of business in New York City on ______, 2020. If you transfer your ADSs after the ADS Record Date but before the extraordinary general meeting, you will retain your right to instruct the ADS Depositary to vote at the extraordinary general meeting, but will transfer the right to receive the merger consideration to the person to whom you transfer your ADSs, so long as such person owns such ADSs when the Merger is consummated.

ADS holders will not have the right to exercise dissenters’ rights and receive payment of the fair value of the Shares underlying their ADSs. The ADS Depositary will not exercise or attempt to exercise any dissenters’ rights with respect to any of the Shares that it holds, even if an ADS holder requests the ADS Depositary to do so. ADS holders wishing to exercise dissenters’ rights must surrender their ADSs to the ADS Depositary for conversion into Shares, pay the ADS Depositary’s fees required for the cancellation of their ADSs, provide delivery instructions for the corresponding Shares, and certify that they either (i) beneficially owned the ADSs as of the ADS Record Date and have not given, and will not give, voting instructions as to the ADSs being cancelled (or have cancelled all voting instructions previously given), or have given voting instructions to the ADS Depositary as to the ADSs being cancelled but undertake not to vote the corresponding Shares at the extraordinary general meeting, or (ii) did not beneficially own the relevant ADSs as of the ADS Record Date and undertake not to vote the corresponding Shares at the extraordinary general meeting before 5:00 p.m. (New York City time) on ______, 2020, and become registered holders of Shares before the vote to authorize and approve the Merger is taken at the extraordinary meeting. For the avoidance of doubt, any ADS holders who convert their ADSs into Shares after the Share Record Date will not be entitled to attend or vote at the extraordinary meeting, but will be entitled to exercise dissenter rights if they become registered holders of Shares before the vote to authorize and approve the Merger is taken at the extraordinary meeting, in accordance with the immediately preceding sentence. After converting their ADSs and becoming registered holders of Shares, such former ADS holders must comply with the procedures and requirements for exercising dissenters’ rights with respect to the Shares under Section 238 of the Cayman Islands Companies Law. If the Merger is not consummated, the Company will continue to be a public company in the United States and ADSs will continue to be listed on the NYSE. Shares are not listed and cannot be traded on any stock exchange other than the NYSE, and in such case only in the form of ADSs. As a result, if a former ADS holder has surrendered his, her or its ADSs to exercise dissenters’ rights and the Merger is not consummated and such former ADS holder wishes to be able to sell his, her or its Shares on a stock exchange, such former ADS holder will need to deposit his, her or its Shares into the Company’s ADS program for the issuance of the corresponding number of ADSs, subject to the terms and conditions of applicable law and the Deposit Agreement, including, among other things, payment of relevant fees of the ADS Depositary for the issuance of ADSs ($0.05 for each ADS issued), applicable Share transfer taxes (if any) and related charges pursuant to the Deposit Agreement.

We encourage you to read the section of this proxy statement entitled “Dissenters’ Rights” beginning on page 110 as well as “Annex D—Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised)—Section 238” to this proxy statement carefully and to consult your own Cayman Islands legal counsel if you desire to exercise your dissenters’ rights.

In order for you to receive timely delivery of any additional copy of this proxy statement or the accompanying proxy card in advance of the extraordinary general meeting, you must make your request no later than ten days prior to the date of the extraordinary general meeting.

SPECIAL FACTORS

Background of the Merger

Events leading to the execution of the Merger Agreement described in this “Background of the Merger” occurred primarily in the PRC and Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), and all dates and times referenced in this “Background of the Merger” refer to China Standard Time.

The Board and senior management of the Company periodically review the Company’s long-term strategic plans with the goal of maximizing shareholder value. As part of this ongoing process, the Board and senior management of the Company have, from time to time, considered strategic alternatives that may be available to the Company.

As an existing shareholder of the Company, Tencent has continuously evaluated the Company’s business, prospects and financial condition, market conditions and other developments and factors Tencent deemed relevant to the management of its investment in the Company. In late June 2019, representatives of Tencent commenced initial discussions with representatives of Hammer Capital (together with Tencent, the “Consortium”) about the desirability and feasibility of effecting a take-private transaction of the Company.

Between June 2019 and August 2019, the Consortium engaged in preliminary discussions with JD, Cox and Mr. Li to explore the possibility of JD, Cox and Mr. Li providing their support for the potential take-private transaction of the Company. On August 8, 2019, the Consortium held a call to discuss and explore structures for a potential going-private transaction in which Tencent and Hammer would partner with each other and obtain support from other existing shareholders of the Company including JD, Cox and Mr. Li to make a buyout proposal to the Company.

On August 17, 2019, Latham & Watkins LLP (“Latham”), acting as the U.S. legal counsel to the Consortium, sent a revised draft of the consortium agreement to Kirkland & Ellis (“Kirkland”), the U.S. legal counsel to Hammer Capital. On August 22, 2019, the Consortium held a call to discuss the open items in the draft consortium agreement.

On August 19, 2019, the Consortium sent initial drafts of the Support Agreements to JD, Mr. Li and Cox.

As the Company has control (as defined in the Hong Kong Code on Takeovers and Mergers (the “Takeovers Code”)) over Yixin Group Limited (“Yixin”), in the event that the proposed take-private transaction of the Company materializes, there will be a change in statutory control in the Company as a result of which the Consortium will acquire control (as defined under the Takeovers Code) of Yixin, which may then trigger a mandatory general offer obligation on the Consortium in respect of Yixin by virtue of the chain principle under Note 8 to Rule 26.1 of the Takeovers Code (the “MGO”). Between August 14 and August 22, 2019, in compliance with the requirements under the Takeovers Code and in order to seek a confirmation from the Securities and Futures Commission in Hong Kong (the “SFC”) whether the MGO would be triggered as a result of the proposed take-private transaction, the Consortium, together with their legal counsel, considered and discussed the draft written submission to the SFC regarding the application of the chain principle under Note 8 to Rule 26.1 of the Takeovers Code in respect of Yixin as a result of the proposed take-private transaction of the Company (the “Chain Principle Submission”). On August 23, 2019, Kirkland & Ellis, acting as the Hong Kong legal counsel to the Consortium and upon the instruction of the Consortium, submitted the Chain Principle Submission to the SFC.

On August 23, 2019, JD sent comments on the draft Support Agreement to Latham. Between August 24, 2019 and September 8, 2019, Latham had several rounds of discussions with JD and JD’s legal counsel, Orrick, Herrington & Sutcliffe LLP (“Orrick”), in connection with JD’s comments on the draft Support Agreement, and finalized the Support Agreement with JD (“JD Support Agreement”). The Consortium also attended some of those calls with JD and Orrick. During this period, Hammer Capital and Cox discussed some general questions with respect to the Cox Support Agreement.

On September 6, 2019, Latham circulated the initial draft of the deed of irrevocable undertaking (the “JD IU”) to JD and Orrick. The JD IU sought to obtain an undertaking from JD Financial Investment Limited (“JD Financial”) that, among other things, it would not accept the MGO in respect of its shares in Yixin for so long as the MGO offer price does not exceed HK$2.0 per share. Between September 8 and September 12, 2019, Tencent, Hammer Capital, JD Financial and their respective legal counsel negotiated and finalized the terms of the JD IU.

On September 9, 2019, Cox sent comments on the draft Support Agreement to Latham. On September 10, 2019, Latham held a call with Cox to discuss Cox’s comments on the draft Support Agreement, and finalized the Cox Support Agreement.

On September 12, 2019, Kirkland & Ellis, upon the instruction of the Consortium, submitted the first proof of the announcement to be published by Yixin pursuant to Rule 3.7 of the Takeovers Code (the “Rule 3.7 Announcement”) to the SFC for vetting. The Rule 3.7 Announcement would be published by Yixin following the receipt of the non-binding proposal by the Company in respect of the take-private transaction of the Company and included the disclosure that, among other things, in the event that the take-private transaction of the Company materializes, the Consortium would be required to make the MGO upon completion of the take-private transaction of the Company pursuant to Note 8 to Rule 26.1 of the Takeovers Code.

Also on September 12, 2019, Morespark, a wholly owned subsidiary of Tencent, and Hammer Capital entered into a consortium agreement, pursuant to which they agreed to, among other things, form a consortium to work exclusively with one another to undertake a transaction to acquire all of the outstanding ordinary shares and ADSs of the Company not already owned by Morespark and Hammer Capital in a going-private transaction. On the same day, Morespark and Hammer Capital entered into the Support Agreements with JD, Cox and Mr. Li, respectively, and entered into the JD IU with JD Financial.

Later that day, the Consortium submitted a preliminary non-binding proposal letter to the Board, proposing to acquire all of the outstanding ordinary shares and ADSs of the Company not already owned by the Consortium or their affiliates in a going-private transaction for US$16.00 in cash per Share and US$16.00 in cash per ADS (the “Proposal”). In the Proposal, the Consortium noted that they were interested only in this going private transaction and not in selling their shares in the Company to any third party. The Consortium also noted that it intended to finance the going private transaction with a combination of new and rollover equity capital funded by members of the Consortium or their affiliates and the Rollover Shareholders and would not require any debt financing.

On September 13, 2019, the Company issued a press release announcing its receipt of the Proposal, and furnished the press release to the SEC as an exhibit to its current report on Form 6-K.

On that same day, the Board held a meeting to discuss the Proposal. Representatives of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), as U.S. legal counsel to the Company, explained to the Board the principal terms and conditions set forth in the Proposal and answered questions regarding the general process of a going private transaction. The Board resolved to form a Special Committee consisting of three independent directors of the Company, Mr. Erhai Liu, Ms. Annabelle Yu Long and Mr. Jun Hou. Each of these directors also confirmed that he or she was not affiliated with the Consortium or otherwise interested in the proposed transaction contemplated by the Proposal. The Board also delegated to the Special Committee authority to consider the Proposal and exercise such power as may be necessary or advisable to permit the Special Committee to effectively assist the Board in determining whether the Proposal or any alternative transaction is fair to and in the best interests of the Company’s shareholders. The Board further authorized the members of the Special Committee to appoint one person amongst themselves as the chairman of the Special Committee.

Also on September 13, 2019, Kirkland & Ellis, upon the instruction of the Consortium, submitted the second proof of the Rule 3.7 Announcement to the SFC for vetting, addressing comments previously received from the SFC. Trading in the shares of Yixin on The Stock Exchange of Hong Kong Limited (the “HKSE”) was halted from 9:00 am on September 13, 2019, pending the release of the Rule 3.7 Announcement. On the same day, representatives of Kirkland & Ellis discussed with representatives of Yixin, Skadden and Somerly, Yixin’s compliance adviser, in respect of, among other things, the implication of the receipt of the Proposal by the Company for Yixin and the status of the Rule 3.7 Announcement. After incorporating comments from Yixin on the Rule 3.7 Announcement, Kirkland & Ellis, upon the instruction of the Consortium, submitted the third proof of the Rule 3.7 Announcement to the SFC for vetting. Later on September 13, 2019, Yixin published the Rule 3.7 Announcement.

On September 16, 2019, the Tencent Entities filed with the SEC amendments to their Schedule 13D announcing the execution of the consortium agreement and the respective Support Agreements with Mr. Li, JD and Cox. On the same day, JD, together with its affiliates, filed with the SEC amendments to their Schedule 13D announcing the execution of the JD Support Agreement and a deed of irrevocable undertaking among JD Financial Investment Limited (“JD Financial”), Morespark and Hammer Capital.

On September 18, 2019, the Special Committee held a meeting. Members of the Special Committee unanimously elected Mr. Erhai Liu as the chairman given Mr. Liu’s experience as the founder and managing director of a reputed investment management firm and his extensive knowledge in China’s automotive industry. In considering the appropriate legal counsel to retain, the Special Committee noted that Skadden had been the long-time U.S. legal counsel to the Company, and had extensive experience in advising special committees in going private transactions. The Special Committee then decided to retain Skadden to act as its U.S. legal counsel in connection with this proposed transaction, and resolved that it would interview a number of financial advisor candidates and thereafter retain an independent financial advisor.

On September 19, 2019, the Board passed a set of unanimous written resolutions to reaffirm and formalize the establishment of the Special Committee consisting of Mr. Erhai Liu, Ms. Annabelle Yu Long and Mr. Jun Hou, The resolutions took note of the appointment by the members of the Special Committee of Mr. Erhai Liu as the chairman of the Special Committee, and set forth the compensation payable to the members of the Special Committee for their services on the Special Committee. The Board also resolved to delegate to the Special Committee all power and authority as may be necessary or advisable to permit the Special Committee to effectively assist the Board in determining whether the Proposal or any alternative transaction is fair and in the best interests of the Company’s shareholders in general and the Company’s Unaffiliated Holders in particular, including the power to (i) make such investigation of the Proposal, the proposed transaction and any matters relating thereto as the Special Committee, in its sole discretion, deems appropriate; (ii) evaluate the terms of the Proposal; (iii) discuss and negotiate with the Consortium and their representatives any terms of the proposed transaction and implement the proposed transaction as the Special Committee deems appropriate; (iv) explore any alternatives to the proposed transaction as the Special Committee, in its sole discretion, deems appropriate, including maintaining the Company’s current status as a public company; (v) negotiate definitive agreements, if and when appropriate, with respect to the proposed transaction or any alternative transaction, the execution and delivery of any such agreement being subject, however, to the approval of the Board; (vi) report to the Board the recommendations and conclusions of the Special Committee with respect to the proposed transaction and/or any alternative transaction and any recommendation as to whether the final terms of the proposed transaction or any alternative transaction are fair to and in the best interests of the Unaffiliated Holders and should be approved by the Board and, if applicable, by the Company’s shareholders, and determinations and recommendations with respect to any other matters requested by the Board; (vii) reject the Proposal or any alternative transaction if the Special Committee determines that the Proposal or any alternative transaction is not fair to and in the best interests of the Company’s shareholders in general or the Unaffiliated Holders in particular, or if the Special Committee determines that other alternatives, including not entering into any similar transaction, are more advisable; and (viii) retain, in its sole discretion, and on terms and conditions acceptable to the Special Committee, such advisors, including legal counsels, financial advisors and outside consultants, as the Special Committee in its sole discretion deems appropriate to assist the Special Committee in discharging its responsibilities. The Board also authorized the proper officers of the Company to take direction from the Special Committee and assist it in carrying out its mandate.

On the same date, the Company issued a press release announcing the establishment of the Special Committee and the Special Committee’s decision to retain Skadden as its U.S. legal counsel, and later furnished the press release to the SEC as an exhibit to its current report on Form 6-K.

Between September 19, 2019 and October 15, 2019, the Special Committee held a series of meetings to interview several investment banks and financial advisory firms for the purpose of selecting an independent financial advisor.

On September 23, 2019, Skadden provided Latham with a draft form of the confidentiality agreement to be entered into between the Company and each member of the Consortium. Latham sent to Skadden its comments on the draft confidentiality agreement on September 30, 2019. Between September 30, 2019 and October 11, 2019, Skadden and Latham negotiated the terms of the confidentiality agreement and agreed on the final form of the confidentiality agreement. The chairman of the Special Committee, on behalf of the Company, then entered into confidentiality agreements with each of Tencent Limited (a wholly owned subsidiary of Tencent) and Hammer Capital on October 11, 2019. A confidentiality agreement was also entered into between the Company and Mr. Li, the chairman and chief executive officer of the Company, on November 15, 2019 on substantially the same form. From October 8 to October 17, 2019, Skadden and Kirkland & Ellis also negotiated and finalized confidentiality agreements between members of the Consortium and Yixin.

From late September 2019 until the signing of the Merger Agreement, Skadden circulated to Kirkland & Ellis and the Consortium for review drafts of each monthly update announcement Yixin was required to publish pursuant to Rule 3.7 of the Takeovers Code to provide updates with respect to the Proposal and the MGO, and Yixin made such monthly update announcements as required by the Takeovers Code during this period.

Between October 11, 2019 and the signing of the Merger Agreement, representatives of the Consortium and its financial, legal and accounting advisors had various discussions with the management of the Company regarding the business, operations and financial performance of the Company and conducted preliminary legal, business, financial and accounting due diligence on the Company and Yixin.

On October 15, 2019, after reviewing the qualifications, experience and other characteristics of each financial advisor candidate and considering the extensive experience of Duff & Phelps and Duff & Phelps Securities, LLC (“Duff & Phelps Securities”) in advising special committees in going private transactions, their strong reputation and their significant experience in working with China-based companies in the same industry as the Company, the Special Committee decided to retain Duff & Phelps as its independent financial advisor in connection with the review and evaluation of the Proposal and to retain Duff & Phelps Securities to provide it with such financial and market related advice and assistance as may be appropriate in connection with the Proposal. The Special Committee noted that Duff & Phelps and Duff & Phelps Securities do not have any conflict of interest with respect to assisting the Special Committee. An engagement letter with Duff & Phelps and Duff & Phelps Securities was then negotiated, and entered into on October 18, 2019. On October 22, 2019, the Company issued a press release announcing the engagement of Duff & Phelps and Duff & Phelps Securities as its independent financial advisors, and later furnished the press release to the SEC as an exhibit to its current report on Form 6-K.

On October 17, 2019, the Tencent Entities filed with the SEC amendments to their Schedule 13D announcing the execution of the consent letter agreement among Morespark, Hammer Capital and Mr. Li, pursuant to which Morespark and Hammer Capital consented to allow the pledge of certain of the Shares (including Shares represented by ADSs) beneficially owned by Mr. Li as security for the Facility Agreement (as defined below) entered into by Proudview as the borrower and Prosper Rich (as defined below) as the lender. Such consent is required pursuant to the Support Agreement with Mr. Li, which, among other things, prohibited the transfer or creation of a lien against the Shares beneficially owned by Mr. Li without the prior written consent of Morespark and Hammer Capital.

On October 23, 2019, Kirkland & Ellis circulated the initial draft of the joint announcement to be published by Yixin, Tencent Mobility Limited (“Tencent Mobility”) and Hammer Capital Offerco 1 Limited (“Hammer Capital Offerco”, together with Tencent Mobility, the “Joint Offerors”) in respect of the MGO pursuant to Rule 3.5 of the Takeovers Code (the “Rule 3.5 Announcement”) to Yixin and Skadden for their review.

On October 27, 2019, the Special Committee convened another meeting. During the meeting, representatives of Duff & Phelps discussed with the Special Committee the principal areas of work that they plan to undertake and explained to the Special Committee the need for Duff & Phelps to conduct financial due diligence on the Company in order to evaluate the fairness of the proposed transaction from a financial point of view. The Special Committee then discussed the process, timing and scope of the financial due diligence. Thereafter, representatives of Skadden provided a summary of the purposes and roles of the Special Committee and its members’ fiduciary duties, and discussed how the Special Committee could work with the Company’s management in the process. The Special Committee raised questions and discussed key issues relating to its fiduciary duties and the timing considerations of a going private transaction, negotiation strategy and its authority to reject the Proposal and pursue an alternative transaction should the Special Committee determine that the alternative transaction would be in the best interest of the Company and the Unaffiliated Holders. The Special Committee recalled that, prior to the receipt of the Proposal, the Company was approached by a private equity firm that indicated interest in discussing with the Company about a potential asset carveout sale of the Company’s auto advertising and subscription business. Upon discussion with Skadden and Duff & Phelps Securities, the Special Committee noted that that potential asset sale might possibly constitute an alternative to the going private transaction contemplated by the Proposal, and instructed the Company management and Duff & Phelps Securities to follow up with the private equity firm to understand whether it would still be interested in exploring a carveout asset sale or another corporate transaction with the Company. The Company management subsequently followed up with that private equity firm and was informed that it no longer intended to pursue any transaction with the Company.

On November 6, 2019, Latham provided Skadden with an initial draft of the Merger Agreement for Skadden’s review.

On November 19, 2019, the Special Committee convened a meeting with representatives of Skadden and Duff & Phelps. During the meeting, representatives of Duff & Phelps provided an update of its work in conducting financial due diligence on the Company for the purpose of providing valuation analysis and a fairness opinion for the Proposal. The Special Committee raised several questions regarding Duff & Phelps’ valuation process and discussed the timing and next steps and instructed Duff & Phelps to continue performing its valuation analysis work.

Representatives of Skadden then discussed with the Special Committee the key issues raised in the initial draft Merger Agreement received from Latham, and offered recommendations on the positions to be taken by the Special Committee. Among other things, the Special Committee and Skadden discussed (a) the Company’s representations and warranties requested by the Consortium, (b) the approach to be taken with respect to possible competing proposals between signing and closing, (c) conditions to Parent’s obligation to close the transaction, and (d) trigger events for termination of the Merger Agreement prior to the closing and termination fees. After discussing with Skadden the effect and implications of the various positions taken by the Consortium in the initial draft of the Merger Agreement, the Special Committee instructed Skadden to revise the Merger Agreement and negotiate with Latham based on the following positions: (i) the representations and warranties of the Company should be streamlined and qualified by the appropriate materiality standard; (ii) additional representations and warranties of the Consortium are requested, (iii) in addition to the statutory shareholder vote requirement, the consummation of the proposed transaction should be conditioned upon the approval by the affirmative vote of shareholders representing more than 50% of the voting rights of the public unaffiliated shares (the “majority of the minority” vote condition); (iv) the Company should have a “go-shop” right, pursuant to which the Company may actively solicit alternative acquisition proposals from other potential buyers during a specified period after the signing of the Merger Agreement; (v) the Company should have a right to change the board’s recommendation in connection with an intervening event; (vi) the Parent’s obligation to consummate the proposed transaction should not be subject to the Consortium-proposed condition that the dissenting shares account for no more than 5% of the Company’s outstanding share capital; and (vii) the Parent should pay the Parent Termination Fee in the event that the Merger Agreement is terminated because Parent materially breaches its representations, warranties or covenants, or because closing fails to occur as a result of an injunction or failure to obtain requisite regulatory approvals. Skadden also advised that the Special Committee has the authority to not proceed with the transaction, regardless of whether a competing proposal exists or is being considered, should it determine that doing so would be in the best interest of the Company and its Unaffiliated Holders.

On November 27, 2019, at the instruction of the Special Committee, Skadden sent Latham a revised draft of the Merger Agreement reflecting the Special Committee’s positions formulated in the November 19 meeting; Skadden also discussed the Consortium’s proposed purchase price with representatives of Latham and requested, at the instruction of the Special Committee, that the Consortium increase the proposed purchase price.

On December 16, 2019, Skadden received from Latham a further revised draft of the Merger Agreement; Latham also conveyed to Skadden that the Consortium firmly rejected any possibility of an increased purchase price, as the initially proposed price already represented the Consortium’s best possible offer and represented a significant premium over the average closing price during the last 30 trading days prior to the announcement of the Proposal.

On January 2, 2020, Latham sent an initial draft of the Interim Investors Agreement to JD.

Between January 2020 and May 2020, as a result of the outbreak of Covid-19 pandemic, the global macroeconomic environment faced significant challenges, including dampened business sentiment and outlook, significant declines in oil prices, and the higher prospect of a global recession. These events have also resulted in volatility and uncertainties in global equity markets. During this period, the Consortium considered uncertainties and challenges surrounding the Proposal and options including lowering the offer price for the Proposal or withdrawing the Proposal.

On May 11, 2020, representatives of Tencent, Hammer and the Company held a telephonic conference to discuss the strategy and business of the Company.

On May 18, 2020, Latham reached out to Skadden to reaffirm the Consortium’s interest in pursuing this transaction and convey the Consortium’s desire to continue the negotiation process with a view to sign the Merger Agreement to avoid any potential complication that may result from a delay in the deal timetable at the same purchase price as initially proposed, $16 per ADS in cash. Latham noted that the Consortium had considered lowering this proposed price in light of the recent adverse macroeconomic and market conditions triggered by the Covid-19 pandemic, but ultimately decided against lowering the price with the hope that the parties would reach agreement and consummate the going private transaction as soon as practicable. On May 21, 2020, Skadden sent to the Special Committee for its consideration a suggested revised draft of the Merger Agreement. On the same day, Latham sent initial drafts of the Equity Commitment Letter and Limited Guarantee to Skadden.

On May 23, 2020, the Special Committee convened a meeting with representatives of Skadden and Duff & Phelps. During the meeting, representatives of Skadden noted that the Consortium reaffirmed its interest in entering into and consummating the going private transaction as soon as practicable at the initially proposed $16 per ADS price despite the recent adverse macroeconomic and market conditions triggered by the Covid-19 pandemic and the fact the average closing price of the Company’s shares in the past 60 trading days (from February 28, 2020 to May 22, 2020) was $11.56. The Special Committee determined that in light of the adverse global market conditions, it would be in the best interest of the Company and the Unaffiliated Holders to continue negotiating the transaction with the Consortium. Representatives of Skadden then explained to the Special Committee the key open issues in the draft Merger Agreement. In particular, Skadden drew the Special Committee’s attention to the following positions taken by the Consortium: (a) the Company would be prohibited from taking a specified list of actions between signing and closing without Parent’s consent, (b) the Company would not have a post-signing “go-shop” right, (c) Parent would not be obligated to consummate the Merger if dissenting shares account for more than 5% of the Company’s outstanding share capital, (d) a “majority of the minority” vote would not be a condition to the Company’s obligation to consummate the Merger, and (e) the Buyer Group would reimburse the Company for expenses (as opposed to paying to the Company the Parent Termination Fee) if the closing fails to occur due to Parent’s failure to obtain regulatory clearance. Upon discussion, the Special Committee asked Skadden to further revise the draft of Merger Agreement to reflect the following positions taken by the Special Committee and continue negotiating with Latham: (i) the representations and warranties requested by the Consortium should be further streamlined as appropriate, (ii) the specified list of actions not to be taken by the Company without the Parent’s consent should be shortened so that a middle ground should be negotiated with the Consortium, balancing the Consortium’s need to preserve value pending the closing and the Company’s need to operate the business without undue burden, (iii) the lack of a post-signing “go shop” should be acceptable in light of: : (a) the Special Committee’s view that $16 per ADS represents a premium over the average closing price of the Company’s shares in the past 60 trading days (from February 28, 2020 to May 22, 2020) which was $11.56; (b) the absence of a competing proposal since the Proposal was announced; (c) the Board’s fiduciary out option; and (d) the potential detriment to the unaffiliated holders if the consortium were to withdraw the Proposal or revise down their offer price in response to an insistence by the Special Committee on a post-signing “go shop,” (iv) the closing condition that the dissenting shares account for no more than 5% of the Company’s outstanding share capital would heighten the uncertainty of the closing and should be rejected, (v) the “majority of the minority” vote closing condition should be reinstated for the time being, and (vi) the Company should be entitled to receive from Parent the full Parent Termination Fee, not merely expense reimbursement, if the closing fails to occur due to Parent’s failure to obtain regulatory clearance.

Representatives of Duff & Phelps then provided an update of its work in conducting financial due diligence on the Company for the purpose of providing valuation analysis and a fairness opinion for the transaction. The Special Committee raised questions regarding Duff & Phelps’ valuation process and fairness opinion issuance process, and instructed the Company to finalize the financial projections for the advertising and subscription business of the Company (“BITA Core”) and the digital marketing solutions business of the Company (“CIG”) for the years ending December 31, 2020 through December 31, 2025 prepared by the Company’s management (collectively, the “Management Projections”) for its review and discussion at the next meeting.

On May 24, 2020, at the Special Committee’s instruction, Skadden sent Latham its comments to the draft Merger Agreement.

On May 25, 2020, Orrick sent its comments on the draft Interim Investors Agreement to the Consortium and Latham.

Also on May 25, 2020, Kirkland & Ellis circulated a draft of the first submission proof of the Rule 3.5 Announcement to Yixin and Skadden for their review. From May 22 to June 1, 2020, the Consortium, Yixin, and their respective legal counsel considered, discussed and provided comments with respect to the draft first submission proof, which was submitted to the SFC for vetting on June 1, 2020.

On May 26, 2020, representatives of Skadden and representatives of Latham held a telephonic meeting to exchange views on the open issues in the draft Merger Agreement. Latham noted that the Consortium’s decision to continue pursuing this transaction at the same purchase price as announced in September 2019 despite the severe economic and financial market turmoil in the intervening months was premised on the absence of the “majority of the minority” vote closing condition, and the Consortium would in no event agree to this proposed closing condition.

Later that day, Skadden sent Latham its comments to the draft Limited Guarantee and Equity Commitment Letter. Skadden and Latham subsequently negotiated and agreed on the form of the Equity Commitment Letter and Limited Guarantee between May 26, 2020 and June 10, 2020.

On May 27, 2020, Kirkland & Ellis circulated the initial draft of the management irrevocable undertaking to be entered into between Tencent Mobility, Hammer Capital Offerco and certain management shareholders of Yixin (the “Management IU”) to Yixin and Skadden for review, pursuant to which certain management shareholders of Yixin undertook not to exercise their options in Yixin and not to accept the MGO. From May 27 to June 15, 2020, Yixin, Tencent, Hammer Capital, and their respective legal counsel had various discussions with respect to the treatment of Yixin shares and Yixin options held by such management shareholders under the Management IU.

On May 28, 2020, the Special Committee convened a meeting with representatives of Skadden and Duff & Phelps. During the meeting, the Company management presented to the Special Committee the Management Projections to be used by Duff & Phelps for the purpose of conducting valuation analysis. The Company management explained in detail the methodology of the Management Projections, the underlying assumptions and other aspects of the Management Projections. The Special Committee raised questions on various line items of the Management Projections, the methodology used and the underlying assumptions, and requested additional time to carefully review the Management Projections. On May 29, 2020, the Special Committee unanimously approved the Management Projections and instructed Duff & Phelps to conduct the discounted cash flow analysis on BITA Core and CIG on the basis of the Management Projections.

From May 2020 to June 2020, the Consortium updated Mr. Li, JD and Cox on the timetable for the deal and other relevant considerations from time to time.

On June 1, 2020, Latham sent a revised draft of the Interim Investors Agreement to Hammer Capital and Kirkland. On June 4, 2020, Kirkland sent comments on the draft Interim Investors Agreement to Latham, and Latham sent revised draft of the Interim Investors Agreement to JD and Orrick later that day.

On June 2, 2020, Latham sent a revised draft of the Equity Commitment Letter and Limited Guarantee to Skadden. On the June 3, 2020, Skadden sent further comments on the draft Equity Commitment Letter and Limited Guarantee to Latham. On June 4, 2020, Latham sent further comments on the draft Limited Guarantee to Skadden.

On June 3, 2020, Kirkland & Ellis circulated a draft second submission proof of the Rule 3.5 Announcement along with response table addressing comments received from the SFC to the Consortium and Yixin for review. From June 3 to June 5, 2020, the Consortium, Yixin, together with their respective legal counsel, considered, discussed and provided comments with respect to the draft second submission proof, which was submitted to the SFC for vetting on June 5, 2020.

On June 5, 2020, Latham provided Skadden with a revised draft of the Merger Agreement for Skadden’s review.

On June 6, 2020, Latham sent a draft of the Interim Investors Agreement to Skadden.

On June 8, 2020, the Special Committee convened a meeting with representatives of Skadden. During the meeting, representatives of Skadden explained to the Special Committee the remaining issues in the proposed Transaction and in the draft Merger Agreement. The Special Committee discussed with Skadden the closing condition now proposed by the Consortium that less than 10% (as opposed to the originally proposed 5%) of the outstanding shares of the Company dissent from the Transaction, and determined that the increased percentage threshold does not appear to meaningfully reduce closing uncertainty and the closing condition should therefore be rejected. The Special Committee also instructed Skadden to propose that the amount of the Termination Fee and the Parent Termination Fee be $15,000,000 and $30,000,000, respectively, as opposed to $12,000,000 and $24,000,000, respectively, as the Consortium proposed. Skadden suggested that it would be reasonable to propose the “Outside Date” to be 9 months after the signing date of the Merger Agreement, to which the Special Committee agreed.

On the same day, Kirkland & Ellis circulated draft third submission proof of the Rule 3.5 Announcement along with response table addressing comments received from the SFC to the Consortium and Yixin for review. From June 8 to June 10, 2020, the Consortium and Yixin, together with their respective legal counsel, considered, discussed and provided comments with respect to the draft third submission proof, which was submitted to the SFC for vetting on June 10, 2020.

Also on June 8, 2020, Orrick sent its comments on the draft Interim Investors Agreement to the Consortium and Latham. On June 9, 2020, Latham and Orrick held a call to discuss the open items in the draft Interim Investors Agreement. On June 10, 2020, Latham sent a revised draft of the Interim Investors Agreement to Orrick and Mr. Li, respectively. On June 11, 2020, Orrick sent its further comments on the draft Interim Investors Agreement to the Consortium and Latham. On June 12, 2020, Latham, Kirkland and Orrick exchanged several rounds of comments on the draft Interim Investors Agreement and finalized the Interim Investors Agreement.

On June 9, 2020, at the instruction of the Special Committee, Skadden sent Latham its comments to the Merger Agreement. On June 10, 2020, Latham and Skadden held a call to discuss Skadden’s comments on the draft Merger Agreement. Later that day, Skadden sent to Latham certain additional comments to the Merger Agreement and a draft disclosure schedule to be attached as an exhibit to the Merger Agreement (the “Disclosure Schedule”).

On June 10, 2020, Latham circulated a draft supplemental deed to the JD IU to JD and Orrick. The supplemental deed to the JD IU sought to extend the term of the JD IU in light of the potential delay of the publication of the Rule 3.5 Announcement.

On June 11, 2020, Skadden received from Latham the revised draft of the Merger Agreement and the agreed forms of the Equity Commitment Letter and Limited Guarantee to be provided by Morespark and Hammer Capital. Representatives of Skadden and representatives of Latham then held a telephonic meeting to discuss remaining open issues in the draft Merger Agreement. Skadden emphasized to Latham that the Special Committee did not agree to the proposed closing condition that less than 10% of the outstanding shares of the Company dissent from the proposed transaction. Latham then indicated that the Consortium was insistent on this condition, but would be willing to increase the amount of Termination Fee and the Parent Termination Fee to the level requested by the Special Committee. Later that day, Latham sent comments on the draft Disclosure Schedule to Skadden, and Skadden reverted with a revised draft of the Disclosure Schedule.

From June 11, 2020 to June 12, 2020, Skadden and Latham continued to negotiate and finalize the execution version of the Merger Agreement and other transaction documents, including the Equity Commitment Letters and the Limited Guarantees. In the morning of June 12, 2020, the Special Committee convened a meeting with representatives of Duff & Phelps and Skadden. During the meeting, representatives from Duff & Phelps presented to the Special Committee its financial analyses with respect to the Company and the transaction proposed by the Consortium to acquire (i) the Shares (other than the Excluded Shares) at a purchase price of US$16 in cash per Share (the “Per Share Merger Consideration”) and (ii) the ADSs (other than ADSs representing Excluded Shares) at a purchase price of US$16 in cash per ADS (the “Per ADS Merger Consideration”, together with the Per Share Merger Consideration, the “Merger Consideration”), and then rendered its oral opinion that as of June 12, 2020, the Merger Consideration to be paid to the Unaffiliated Holders in the proposed transaction is fair, from a financial point of view, to such Unaffiliated Holders, based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered in preparing its opinion. Its written fairness opinion was delivered later dated the same day. The full text of the written opinion of Duff & Phelps is attached as Annex C to this proxy statement. For additional information regarding the financial analyses performed by and the opinion rendered by Duff & Phelps, please refer to “Special Factors—Opinion of the Special Committee’s Financial Advisor” beginning on page 47. Representatives from Skadden then gave the Special Committee an overview of the material terms reflected in the final draft Merger Agreement and other transaction documents. Thereafter, the Special Committee members had an extensive discussion of the updated terms of the Merger Agreement and other transaction documents, as well as Duff & Phelps’ financial analyses and fairness opinion, following which the Special Committee unanimously (a) determined that the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, is fair to, and in the best interests of, the Company and its Unaffiliated Holders, (b) approved and declared it advisable for the Company to enter into the Merger Agreement, the Plan of Merger, other transaction documents and the transactions contemplated thereby, including the Merger, and (c) recommended that the Board authorize and approve the entry into by the Company of the Merger Agreement, the Plan of Merger, other transaction documents and the transactions contemplated thereby, including the Merger. See “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 36 for a description of the resolutions of the Special Committee at this meeting.

On the same day after the meeting of the Special Committee, the full Board held a meeting. Each of Mr. Li, Mr. Sydney Xuande Huang and Mr. Rob Huting disclosed their respective interests relating to the proposed transactions: Mr. Li was contractually obligated to vote his shares in favor of the Merger pursuant to a support agreement, Mr. Huang was a senior executive at JD.com, Inc., which contractually agreed to support the Merger, and Mr. Huting was a senior executive at Cox Automotive Inc, which also contractually agreed to support the Merger. Thereafter, Mr. Li and Mr. Huang recused themselves from the deliberation and the vote, and Mr. Huting indicated that having duly disclosed his interests relating to the proposed transactions he would not be legally required to, and would not, recuse himself from the deliberation and the vote. Thereafter, members of the Board (other than Mr. Li and Mr. Huang), acting upon the unanimous recommendation of the Special Committee, at a duly held meeting, has (a) determined that the execution by the Company of the Merger Agreement and the Plan of Merger and consummation of the Transactions, including the Merger, are fair to and in the best interests of the Company and the Unaffiliated Holders, (b) approved and declared advisable the Merger, the Transactions, the Merger Agreement and the Plan of Merger, and (c) resolved to recommend in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, to the shareholders of the Company and to include such recommendation in this proxy statement and directed that the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, be submitted to a vote of the shareholders of the Company for authorization and approval. See “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 36 for a description of the resolutions of the Board at this meeting.

On the evening of June 12, 2020, the Company, Parent and Merger Sub executed the Merger Agreement, the Company and each of the Sponsors executed the Limited Guarantees and Parent and each of the Sponsors executed the Equity Commitment Letters. The Company then issued a press release announcing the execution of the Merger Agreement. On June 15, 2020, the Company furnished the press release and the executed Merger Agreement to the SEC as exhibits to its current report on Form 6-K. On the same day, Parent, Merger Sub, Morespark, certain other Tencent Entities, Hammer Capital, JD and Mr. Li Filing Persons executed the Interim Investors Agreement, and Parent and Morespark and certain other Tencent Entities entered into the Tencent Support Agreement. Morespark, Hammer Capital and JD Financial also executed the supplemental deed to the JD IU.

Between June 11 and June 15, 2020, Kirkland & Ellis, upon instruction of the Consortium and after incorporating comments from the SFC, the Consortium, Yixin and Skadden, submitted the fourth, fifth and sixth submission proofs of the Rule 3.5 Announcement to the SFC for vetting. On June 15, 2020, Kirkland & Ellis forwarded the no comment letter from the SFC to the Consortium and Yixin and Yixin issued the Rule 3.5 Announcement. On the same day, Tencent Mobility, Hammer Capital Offerco and the management shareholders of Yixin executed the Management IU.

On June 16, 2020, JD, together with its affiliates, filed with the SEC amendments to their Schedule 13D announcing, among other things, the execution of the Interim Investors Agreement.

On June 17, 2020, the Tencent Entities filed with the SEC amendments to their Schedule 13D announcing the execution of the Interim Investors Agreement, Equity Commitment Letter, Limited Guarantee and Tencent Support Agreement.

Reasons for the Merger and Recommendation of the Special Committee and the Board

The Special Committee and the Board believe that, as a privately held company, the Company’s management would have greater flexibility to devise and implement the Company’s long-term strategy without the pressure created by the public equity market’s emphasis on short-term financial performance.

In addition, as an SEC-reporting company, the Company’s management and staff devote significant time and capacity to SEC reporting and compliance. The Company is also required to disclose a considerable amount of business information to the public, some of which would otherwise be considered competitively sensitive and would not be disclosed by a non-reporting company.

Subsequent to the completion of the Merger, the Company will no longer be subject to the Exchange Act and NYSE compliance and reporting requirements and the related costs and expenses. The Company estimates that such costs and expenses currently amount to approximately $2.14 million per year, including legal and compliance expenses, audit fees and financial printer and other expenses.

At a meeting on June 12, 2020, the Special Committee, after careful deliberation and consultation with its financial advisor and legal counsel, unanimously (a) determined that the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, is fair to, and in the best interests of, the Company and its Unaffiliated Holders, (b) approved and declared it advisable for the Company to enter into the Merger Agreement, the Plan of Merger, other transaction documents and the transactions contemplated thereby, including the Merger, and (c) recommended that the Board authorize and approve the Merger Agreement, the Plan of Merger, other transaction documents and the transactions contemplated thereby, including the Merger. On the same day following the Special Committee meeting, the full Board held a meeting. Members of the Board (other than Mr. Li and Mr. Sydney Xuande Huang, who recused themselves from the deliberation and the vote), based on the unanimous recommendation of the Special Committee, at a duly held meeting, have (a) determined that the execution by the Company of the Merger Agreement and the Plan of Merger and consummation of the Transactions, including the Merger, are fair to and in the best interests of the Company and the Unaffiliated Holders, (b) approved and declared advisable the Merger, the Transactions, the Merger Agreement and the Plan of Merger, and (c) resolved to recommend in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, to the shareholders of the Company and to include such recommendation in this proxy statement and directed that the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, be submitted to a vote of the shareholders of the Company for authorization and approval.

In the course of reaching their respective determinations, the Special Committee and the Board considered the following substantive factors and potential benefits of the Merger, each of which the Special Committee and the Board believe supported their respective decisions to recommend the Merger Agreement and that the Merger is substantively fair to the Unaffiliated Holders. These factors and potential benefits, which are not listed in any relative order of importance, are set forth below:

In addition, the Special Committee and the Board believed that sufficient procedural safeguards were and are present to ensure that the Merger is procedurally fair to the Unaffiliated Holders and to permit the Special Committee and the Board to represent effectively the interests of such Unaffiliated Holders. The procedural safeguards include the following, which are not listed in any relative order of importance:

The Special Committee and the Board also considered a variety of potentially negative factors concerning the Merger Agreement and the Merger, including the following, which are not listed in any relative order of importance:

The foregoing discussion of information and factors considered by the Special Committee and the Board is not intended to be exhaustive, but includes a number of the factors considered by the Special Committee and the Board. In view of the wide variety of factors considered by the Special Committee and the Board, neither the Special Committee nor the Board found it practicable to quantify or otherwise assign relative weights to the foregoing factors in reaching its conclusions. In addition, individual members of the Special Committee and the Board may have given different weights to different factors and may have viewed some factors more positively or negatively than others. The Special Committee recommended that the Board authorize and approve, and the Board authorized and approved, the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, based upon the totality of the information presented to and considered by it.

In reaching its conclusion regarding the fairness of the Merger to the Unaffiliated Holders and its decision to recommend the authorization and approval of the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, the Special Committee considered the financial analyses presented by Duff & Phelps. All of the material financial analyses as presented to the Special Committee on June 12, 2020 are summarized below under the section entitled “Special Factors—Opinion of the Special Committee’s Financial Advisor” beginning on page 47. The Special Committee expressly adopted such analyses and opinion, among other factors considered, in reaching its determination as to the fairness of the Merger and other transactions contemplated by the Merger Agreement, the Plan of Merger and the other transaction documents.

Neither the Special Committee nor the Board considered the liquidation value of the Company’s assets because each considers the Company to be a viable going concern where value is derived from cash flows generated from its continuing operations. In addition, the Special Committee and the Board believe that the value of the Company’s assets that might be realized in a liquidation would be significantly less than its going-concern value. Each of the Special Committee and the Board believes the analyses and additional factors it reviewed provided an indication of the Company’s going-concern value. Each of the Special Committee and the Board also considered the historical market prices of our ADSs as described under the section entitled “Market Price of the Company’s ADSs, Dividends and Other Matters—Market Price of the ADSs” beginning on page 83. Each of the Special Committee and the Board considered the purchase prices paid in previous purchases as described under “Transactions in Shares and ADSs” beginning on page 114. Neither the Special Committee nor the Board, however, considered the Company’s net book value, which is defined as total assets minus total liabilities, attributable to the Company’s shareholders, as a factor. The Special Committee and the Board believe that net book value is not a material indicator of the value of the Company as a going concern as it does not take into account the future prospects of the Company, market conditions, trends in the industry or the business risks inherent in competing with larger companies in that industry. The Company’s net book value per Share as of December 31, 2019 was $20.2 based on 70,952,783.5 ordinary shares issued and outstanding as of that date. The Company is not aware of any firm offers made by any unaffiliated person, other than the Buyer Group, during the past two years for (i) the merger or consolidation of the Company with or into another company, (ii) the sale of all or a substantial part of the Company’s assets or (iii) the purchase of the Company’s voting securities that would enable the holder to exercise control over the Company.

In reaching its determination that the Merger Agreement, the Plan of Merger, the other transaction documents and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and the Unaffiliated Holders and its decision to authorize and approve the Merger Agreement, the Plan of Merger, the other transaction documents and the transactions contemplated thereby, including the Merger, and recommend the authorization and approval of the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, by the Company’s shareholders, the Board, on behalf of the Company, considered the analyses and recommendation of the Special Committee and the factors examined by the Special Committee as described above under this section and under “Special Factors—Background of the Merger,” and adopted such recommendations and analyses. During its consideration of the Merger Agreement, the Plan of Merger, the other transaction documents and the transactions contemplated thereby, including the Merger, the Board was also aware that some of the Company’s directors and shareholders, including the chairman of the Board, and other employees of the Company, have interests with respect to the Merger that are, or may be, different from, or in addition to those of the Company’s Unaffiliated Holders generally, as described under the section entitled “Special Factors—Interests of Certain Persons in the Merger” beginning on page 76.

Except as set forth under this section, the section entitled “Special Factors—Background of the Merger” beginning on page 28 and the section entitled “Special Factors—Opinion of the Special Committee’s Financial Advisor” beginning on page 47, no director who is not an employee of the Company has retained an unaffiliated representative to act solely on behalf of Unaffiliated Holders for purposes of negotiating the terms of, and/or preparing a report concerning the fairness of, the Merger and other transactions contemplated by the Merger Agreement, the Plan of Merger and the other transaction documents.

For the foregoing reasons, the Special Committee and the Board believe that the Merger Agreement, the Plan of Merger, the other transaction documents and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and the Unaffiliated Holders.

Position of the Buyer Group as to the Fairness of the Merger

Under the SEC rules governing going private transactions, each member of the Buyer Group is required to express its belief as to the fairness of the Merger to the Unaffiliated Holders. The Buyer Group is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of the Buyer Group as to the fairness of the Merger are not intended to be and should not be construed as a recommendation to any shareholder of the Company as to how that shareholder should vote on the proposal to approve the Merger and to approve and adopt the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. Parent has interests in the Merger that are different from, and/or in addition to, those of the other shareholders of the Company by virtue of its continuing interests in the Surviving Company after the completion of the Merger. These interests are described under “Special Factors—Interests of Certain Persons in the Merger—Interests of the Buyer Group” beginning on page 76.

The Buyer Group believes that the interests of the Company’s Unaffiliated Holders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement with the assistance of its independent legal and financial advisors. The Buyer Group attempted to negotiate a transaction that would be most favorable to it, and not to the Unaffiliated Holders and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were substantively or procedurally fair to the Unaffiliated Holders. None of the Buyer Group members or their respective affiliates participated in the deliberations of the Special Committee regarding, nor received any advice from the Special Committee’s independent legal or financial advisors as to, the fairness of the Merger to the Company’s Unaffiliated Holders.

Furthermore, none of the Buyer Group members or their respective affiliates undertook a formal evaluation of the fairness of the Merger to the Unaffiliated Holders. No financial advisor provided any of the Buyer Group members or their affiliates with any analysis or opinion with respect to the fairness of the merger consideration to the Company’s Unaffiliated Holders.

Based on their knowledge and analysis of available information relating to the Company, discussions with the Company’s senior management regarding the Company and its business, the factors considered by, and findings of, the Special Committee and the Board discussed under “Special Factors—Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 36, and the following factors, which are not listed in any relative order of importance, the Buyer Group believes that the Merger is both substantively and procedurally fair to the Unaffiliated Holders of the Company:

Certain Financial Projections

The Company’s management does not, as a matter of course, make available to the public future financial projections. However, the Company’s management prepared the Management Projections for the Special Committee and its financial advisor in connection with the financial analysis of the Merger. The Management Projections, which were based on our management’s projection of the future financial performance of BITA Core and CIG as of the date provided, were prepared by the Company’s management for internal use andfor the Special Committee and its financial advisor in connection with the financial analysis of the Merger, and were not prepared with a view toward public disclosure or compliance with published guidelines of the SEC regarding forward-looking information or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts or U.S. generally accepted accounting principles.

The Management Projections are not a guarantee of performance. In compiling the projections, the Company’s management took into account historical performance, combined with estimates regarding net revenues, gross profit, adjusted EBITDA and net income. Although the Management Projections are presented with numerical specificity, they were based on numerous assumptions and estimates as to future events made by our management that our management believed were reasonable at the time the projections were prepared. This information is not, however, fact and should not be relied upon as being necessarily indicative of actual future results. In addition, factors such as industry performance, the market for BITA Core’s and CIG’s existing and new products, the competitive environment, expectations regarding future acquisitions or any other transaction and general business, economic, regulatory, market and financial conditions, all of which are difficult to predict and beyond the control of our management, may cause actual future results to differ materially from the results forecasted in these financial projections. In addition, the Management Projections do not take into account any circumstances or events occurring after the date that they were prepared. For instance, the projections do not give effect to the Merger or any changes to BITA Core’s and CIG’s operations or strategy that may be implemented after the time the projections were prepared. We cannot assure you that the projections will be realized or that actual results will not be significantly different from those contained in the projections.

Neither our independent registered public accounting firm, PricewaterhouseCoopers Zhong Tian LLP (“PwC”), nor any other independent accountants have examined, compiled or performed any procedures with respect to the Management Projections or any amounts derived therefrom or built thereupon and, accordingly, they have not expressed any opinion or given any form of assurance on the Management Projections or their achievability. PwC’s report accompanying our audited consolidated financial statements included in the Company’s annual report on Form 20-F for the year ended December 31, 2019 incorporated by reference in this proxy statement refers exclusively to the Company’s historical information and does not cover any other information in this proxy statement and should not be read to do so. The Management Projections included in this proxy statement are included solely to give shareholders access to certain information that was made available to the Special Committee’s financial advisor and are not included for the purpose of influencing any shareholder to make any investment decision with respect to the Merger, including whether or not to seek appraisal for his, her or its Shares pursuant to Section 238 of the Cayman Islands Companies Law.

The following table summarizes the Management Projections:

Notes:

The Special Committee’s financial advisor reviewed certain financial analyses that were based, in part, on the financial projections above. For additional information regarding the analyses by the Special Committee’s financial advisor, see “Discussion Materials prepared by Duff & Phelps for discussion with the special committee of the board of directors of the Company, June 12, 2020” filed as Exhibit (c)-(2) to the Company’s transaction statement on Schedule 13E-3 and “Special Factors—Opinion of the Special Committee’s Financial Advisor” beginning on page 47.

NONE OF THE COMPANY OR ITS AFFILIATES, ADVISORS, OFFICERS, DIRECTORS OR REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO ANY SHAREHOLDER OR OTHER PERSON REGARDING THE ULTIMATE PERFORMANCE OF THE COMPANY COMPARED TO THE INFORMATION CONTAINED IN THE PROJECTIONS OR THAT PROJECTED RESULTS WILL BE ACHIEVED.

BY INCLUDING IN THIS PROXY STATEMENT A SUMMARY OF THE MANAGEMENT PROJECTIONS, THE COMPANY UNDERTAKES NO OBLIGATIONS TO UPDATE, OR PUBLICLY DISCLOSE ANY UPDATE TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE MANAGEMEN PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAW.

The Management Projections are forward-looking statements. For information on factors that may cause our future financial results to materially vary from the Management Projections, see “Cautionary Note Regarding Forward-Looking Statements” beginning on page 120 and “Item 3. Key Information—D. Risk Factors” included in our annual report on Form 20-F for the fiscal year ended December 31, 2019, incorporated by reference into this proxy statement.

Opinion of the Special Committee’s Financial Advisor

Pursuant to an engagement letter dated October 18, 2019, the Special Committee retained Duff & Phelps as its financial advisor to deliver a fairness opinion in connection with the Merger. Duff & Phelps is an internationally recognized financial services firm that, among other things, is regularly engaged in the investment banking business, including the valuation of businesses and securities in connection with mergers and acquisitions.

At the meeting of the Special Committee on June 12, 2020, Duff & Phelps rendered its oral opinion (which was confirmed in writing by delivery of its written opinion dated the same date) to the Special Committee that, as of such date and based upon and subject to the factors, assumptions and limitations set forth in its opinion, the per Share merger consideration to be paid to the holders of Shares (other than the Excluded Shares, the Dissenting Shares and the Shares represented by ADSs) and the per ADS merger consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) in the Merger were fair, from a financial point of view, to such holders (without giving effect to any impact of the Merger on any particular holder of the Shares or ADSs other than in their capacity as holders of Shares or ADSs). No limitations were imposed by the Special Committee upon Duff & Phelps with respect to the investigations made or procedures followed by it in rendering its opinion.

The full text of Duff & Phelps’ written opinion dated June 12, 2020, which sets forth the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken, is attached as Annex C to this proxy statement and is incorporated herein by reference. The summary of Duff & Phelps’ opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The shareholders of the Company are urged to read the opinion in its entirety. Duff & Phelps’ written opinion is addressed to the Special Committee (in its capacity as such), is directed only to the per Share merger consideration and the per ADS merger consideration to be paid in the Merger and does not constitute a recommendation to any shareholder of the Company as to how such shareholder should vote or act with respect to the Merger or any other matter. Duff & Phelps did not recommend any specific amount of consideration for the Merger or that any specific amount of consideration constituted the only appropriate consideration for the Merger. Duff & Phelps has consented to the inclusion of its opinion in its entirety and the description thereof in this proxy statement and any other filing the Company is required to make with the SEC in connection with the Merger if such inclusion is required by applicable law.

In connection with its opinion, Duff & Phelps has made such reviews, analyses and inquiries as it has deemed necessary and appropriate under the circumstances. Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Duff & Phelps’ procedures, investigations, and financial analyses with respect to the preparation of its opinion included, but were not limited to, the items summarized below:

In performing its analyses and rendering its opinion with respect to the Merger, Duff & Phelps, with the Company’s and the Special Committee’s consent, and without independent verification: