exv10w6






Exhibit 10.6




Exclusive Option Agreement




     This Exclusive Option Agreement (this “Agreement”) is executed by and among the following
Parties as of the ___ day of ______, in Beijing, China:



	 	 	 

	Party A:

	 	Beijing Bitauto Internet Information Company, a Wholly Foreign
Owned Enterprise, organized and existing under the laws of the
People’s Republic of China (“China”), with its address at
Beijing New Century Hotel Office Building 6 Flr, No.6
Beijing Capital Stadium Road South, Haidian District, Beijing,
P.R. China 100044;
	 
	 	 
	Party B:

	 	[a shareholder of our PRC SPEs], a citizen of China with
Identification Card No.:                
	 
	 	 
	Party C:

	 	[one of our PRC SPEs], a limited liability company organized and
existing under the laws of China, with its address at [•].






     In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party”
respectively, and they shall be collectively referred to as the “Parties”.



     Whereas:




	 	1.	 	Party B holds                % of the equity interest in Party C;
	 
	 	2.	 	Party A and Party B executed a Loan Agreement on                     , (the “Loan Agreement”).





     Now therefore, upon mutual discussion and negotiation, the Parties have reached the following
agreement:




	1.	 	Sale and Purchase of Equity Interest






	 	1.1	 	Option Granted
	 
	 	 	 	In consideration of the payment of RMB                 by Party A, the receipt and adequacy of which
is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an
irrevocable and exclusive right to purchase, or designate one or more persons (each, a
“Designee”) to purchase the equity interests in Party C then held by Party B once or at
multiple times at any time in part or in whole at Party A’s sole and absolute discretion
to the extent permitted by Chinese laws and at the price described in Section 1.3 herein
(such right being the “Equity Interest Purchase Option”). Except for Party A and the
Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or
other rights with respect to the equity interests of Party B. Party C hereby agrees to
the grant by Party B of the Equity Interest Purchase Option to Party A. The term
“person” as used herein shall




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	 	 	 	refer to individuals, corporations, partnerships, partners, enterprises, trusts or
non-corporate organizations.






	 	1.2	 	Steps for Exercise of Equity Interest Purchase Option
	 
	 	 	 	Subject to the provisions of the laws and regulations of China, Party A may exercise the
Equity Interest Purchase Option by issuing a written notice to Party B (the “Equity
Interest Purchase Option Notice”), specifying: (a) Party A’s decision to exercise the
Equity Interest Purchase Option; (b) the portion of equity interests to be purchased
from Party B (the “Optioned Interests”); and (c) the date for purchasing the Optioned
Interests and/or the date for transfer of the Optioned Interests.
	 
	 	1.3	 	Equity Interest Purchase Price
	 
	 	 	 	Unless an appraisal is required by the laws of China applicable to the Equity Interest
Purchase Option when exercised by Party A, the purchase price of the Optioned Interests
(the “Equity Interest Purchase Price”) shall equal the actual capital contributions paid
in the registered capital of Party C by Party B for the Optioned Interests.
	 
	 	1.4	 	Transfer of Optioned Interests
	 
	 	 	 	For each exercise of the Equity Interest Purchase Option:






	 	1.4.1	 	Party B shall cause Party C to promptly convene a shareholders’
meeting, at which a resolution shall be adopted approving Party B’s transfer of the
Optioned Interests to Party A and/or the Designee(s);
	 
	 	1.4.2	 	Party B shall execute a share transfer contract with respect to each
transfer with Party A and/or each Designee (whichever is applicable), in accordance
with the provisions of this Agreement and the Equity Interest Purchase Option
Notice regarding the Optioned Interests;
	 
	 	1.4.3	 	The relevant Parties shall execute all other necessary contracts,
agreements or documents, obtain all necessary government licenses and permits and
take all necessary actions to transfer valid ownership of the Optioned Interests to
Party A and/or the Designee(s), unencumbered by any security interests, and cause
Party A and/or the Designee(s) to become the registered owner(s) of the Optioned
Interests. For the purpose of this Section and this Agreement, “security interests”
shall include securities, mortgages, third party’s rights or interests, any stock
options, acquisition right, right of first refusal, right to offset, ownership
retention or other security arrangements, but shall be deemed to exclude any
security interest created by this Agreement and Party B’s Share Pledge Agreement.
“Party B’s Share Pledge Agreement” as used in this Section and this Agreement shall
refer to the Share Pledge Agreement (“Share Pledge Agreement”) executed by and
among




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	 	 	 	Party A, Party B and Party C as of the date hereof, whereby Party B pledges all
of its equity interests in Party C to Party A, in order to guarantee Party C’s
performance of its obligations under the Exclusive Business Corporation
Agreement executed by and between Party C and Party A.






	 	1.5	 	Payment of the Equity Interest Purchase Price
	 
	 	 	 	The Parties have agreed in the Loan Agreement that any proceeds obtained by Party B
through the transfer of its equity interests in Party C shall be used for repayment of
the loan provided by Party A in accordance with the Loan Agreement. Accordingly, upon
exercise of the Equity Interest Purchase Option, Party A may elect to make payment of
the Equity Interest Purchase Price through cancellation of the outstanding amount of the
loan owed by Party B to Party A, in which case Party A shall not be required to pay any
additional Equity Interest Purchase Price to Party B.






	2.	 	Covenants






	 	2.1	 	Covenants regarding Party C
	 
	 	 	 	Party B (as the shareholders of Party C) and Party C hereby covenant as follows:






	 	2.1.1	 	Without the prior written consent of Party A, they shall not in any
manner supplement, change or amend the articles of association and bylaws of Party
C, increase or decrease its registered capital, or change its structure of
registered capital in other manners;
	 
	 	2.1.2	 	They shall maintain Party C’s corporate existence in accordance with
good financial and business standards and practices by prudently and effectively
operating its business and handling its affairs;
	 
	 	2.1.3	 	Without the prior written consent of Party A, they shall not at any
time following the date hereof, sell, transfer, mortgage or dispose of in any
manner any assets of Party C or legal or beneficial interest in the business or
revenues of Party C, or allow the encumbrance thereon of any security interest;
	 
	 	2.1.4	 	Without the prior written consent of Party A, they shall not incur,
inherit, guarantee or suffer the existence of any debt, except for (i) debts
incurred in the ordinary course of business other than through loans; and (ii)
debts disclosed to Party A for which Party A’s written consent has been obtained;
	 
	 	2.1.5	 	They shall always operate all of Party C’s businesses during the
ordinary course of business to maintain the asset value of Party C and refrain from
any action/omission that may affect Party C’s operating status and asset value;




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	 	2.1.6	 	Without the prior written consent of Party A, they shall not cause
Party C to execute any major contract, except the contracts in the ordinary course
of business (for purpose of this subsection, a contract with a value exceeding RMB
500,000 shall be deemed a major contract);
	 
	 	2.1.7	 	Without the prior written consent of Party A, they shall not cause
Party C to provide any person with any loan or credit;
	 
	 	2.1.8	 	They shall provide Party A with information on Party C’s business
operations and financial condition at Party A’s request;
	 
	 	2.1.9	 	If requested by Party A, they shall procure and maintain insurance in
respect of Party C’s assets and business from an insurance carrier acceptable to
Party A, at an amount and type of coverage typical for companies that operate
similar businesses;
	 
	 	2.1.10	 	Without the prior written consent of Party A, they shall not cause or permit
Party C to merge, consolidate with, acquire or invest in any person;
	 
	 	2.1.11	 	They shall immediately notify Party A of the occurrence or possible occurrence of
any litigation, arbitration or administrative proceedings relating to Party C’s
assets, business or revenue;
	 
	 	2.1.12	 	To maintain the ownership by Party C of all of its assets, they shall execute all
necessary or appropriate documents, take all necessary or appropriate actions and
file all necessary or appropriate complaints or raise necessary and appropriate
defenses against all claims;
	 
	 	2.1.13	 	Without the prior written consent of Party A, they shall ensure that Party C
shall not in any manner distribute dividends to its shareholders, provided that
upon Party A’s written request, Party C shall immediately distribute all
distributable profits to its shareholders; and
	 
	 	2.1.14	 	At the request of Party A, they shall appoint any persons designated by Party A
as directors of Party C.






	 	2.2	 	Covenants of Party B and Party C
	 
	 	 	 	Party B hereby covenants as follows:






	 	2.2.1	 	Without the prior written consent of Party A, Party B shall not sell,
transfer, mortgage or dispose of in any other manner any legal or beneficial
interest in the equity interests in Party C held by Party B, or allow the
encumbrance thereon of any security interest, except for




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	 	 	 	the pledge placed on these equity interests in accordance with Party B’s Share
Pledge Agreement;
	 
	 	2.2.2	 	Party B shall cause the shareholders’ meeting and/or the board of
directors of Party C not to approve the sale, transfer, mortgage or disposition in
any other manner of any legal or beneficial interest in the equity interests in
Party C held by Party B, or allow the encumbrance thereon of any security interest,
without the prior written consent of Party A, except for the pledge placed on these
equity interests in accordance with Party B’s Share Pledge Agreement;
	 
	 	2.2.3	 	Party B shall cause the shareholders’ meeting or the board of
directors of Party C not to approve the merger or consolidation with any person, or
the acquisition of or investment in any person, without the prior written consent
of Party A;
	 
	 	2.2.4	 	Party B shall immediately notify Party A of the occurrence or possible
occurrence of any litigation, arbitration or administrative proceedings relating to
the equity interests in Party C held by Party B;
	 
	 	2.2.5	 	Party B shall cause the shareholders’ meeting or the board of
directors of Party C to vote their approval of the transfer of the Optioned
Interests as set forth in this Agreement and to take any and all other actions that
may be requested by Party A;
	 
	 	2.2.6	 	To the extent necessary to maintain Party B’s ownership in Party C,
Party B shall execute all necessary or appropriate documents, take all necessary or
appropriate actions and file all necessary or appropriate complaints or raise
necessary and appropriate defenses against all claims;
	 
	 	2.2.7	 	Party B shall appoint any designee of Party A as director of Party C,
at the request of Party A;
	 
	 	2.2.8	 	At the request of Party A at any time, Party B shall promptly and
unconditionally transfer its equity interests in Party C to Party A’s Designee(s)
in accordance with the Equity Interest Purchase Option under this Agreement, and
Party B hereby waives its right of first refusal to the share transfer by the other
existing shareholder of Party C (if any); and
	 
	 	2.2.9	 	Party B shall strictly abide by the provisions of this Agreement and
other contracts jointly or separately executed by and among Party B, Party C and
Party A, perform the obligations hereunder and thereunder, and refrain from any
action/omission that may affect the effectiveness and enforceability thereof. To
the extent that Party B has any remaining rights with respect to the equity
interests subject to this Agreement hereunder or under the Share Pledge Agreement




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	 	 	 	among the same parties hereto or under the Power of Attorney granted in favor
of Party A, Party B shall not exercise such rights except in accordance with
the written instructions of Party A.






	3.	 	Representations and Warranties






Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of
the date of this Agreement and each date of transfer of the Optioned Interests, that:




	 	3.1	 	They have the authority to execute and deliver this Agreement and any share
transfer contracts to which they are a party concerning the Optioned Interests to be
transferred thereunder (each, a “Transfer Contracts”), and to perform their obligations
under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into
Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of
the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which
they are a party constitute or will constitute their legal, valid and binding obligations
and shall be enforceable against them in accordance with the provisions thereof;
	 
	 	3.2	 	The execution and delivery of this Agreement or any Transfer Contracts and the
obligations under this Agreement or any Transfer Contracts shall not: (i) cause any
violation of any applicable laws of China; (ii) be inconsistent with the articles of
association, bylaws or other organizational documents of Party C; (iii) cause the
violation of any contracts or instruments to which they are a party or which are binding
on them, or constitute any breach under any contracts or instruments to which they are a
party or which are binding on them; (iv) cause any violation of any condition for the
grant and/or continued effectiveness of any licenses or permits issued to either of them;
or (v) cause the suspension or revocation of or imposition of additional conditions to
any licenses or permits issued to either of them;
	 
	 	3.3	 	Party B has a good and merchantable title to the equity interests in Party C he
holds. Except for Party B’s Share Pledge Agreement, Party B has not placed any security
interest on such equity interests;
	 
	 	3.4	 	Party C has a good and merchantable title to all of its assets, and has not placed
any security interest on the aforementioned assets;
	 
	 	3.5	 	Party C does not have any outstanding debts, except for (i) debt incurred in the
ordinary course of business; and (ii) debts disclosed to Party A for which Party A’s
written consent has been obtained.
	 
	 	3.6	 	Party C has complied with all laws and regulations of China applicable to asset
acquisitions; and




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	 	3.7	 	There are no pending or threatened litigation, arbitration or administrative
proceedings relating to the equity interests in Party C, assets of Party C or Party C.






	4.	 	Effective Date






This Agreement shall become effective upon the date hereof, and remain effective for a
term of 10 years, and may be renewed at Party A’s election.




	5.	 	Governing Law and Resolution of Disputes






	 	5.1	 	Governing law
	 
	 	 	 	The execution, effectiveness, construction, performance, amendment and termination
of this Agreement and the resolution of disputes hereunder shall be governed by the
formally published and publicly available laws of China. Matters not covered by formally
published and publicly available laws of China shall be governed by international legal
principles and practices.
	 
	 	5.2	 	Methods of Resolution of Disputes
	 
	 	 	 	In the event of any dispute with respect to the construction and performance of
this Agreement, the Parties shall first resolve the dispute through friendly
negotiations. In the event the Parties fail to reach an agreement on the dispute within
30 days after either Party’s request to the other Parties for resolution of the dispute
through negotiations, either Party may submit the relevant dispute to the China
International Economic and Trade Arbitration Commission for arbitration, in accordance
with its then effective arbitration rules. The arbitration shall be conducted in
Beijing, and the language used in arbitration shall be Chinese. The arbitration award
shall be final and binding on all Parties.






	6.	 	Taxes and Fees






Each Party shall pay any and all transfer and registration tax, expenses and fees
incurred thereby or levied thereon in accordance with the laws of China in connection with the
preparation and execution of this Agreement and the Transfer Contracts, as well as the
consummation of the transactions contemplated under this Agreement and the Transfer Contracts.




	7.	 	Notices






	 	7.1	 	All notices and other communications required or permitted to be given pursuant to
this Agreement shall be delivered personally or sent by registered mail, postage prepaid,
by a commercial courier service or by facsimile transmission to the address of such Party
set forth below. A confirmation copy of each notice shall also be sent by email. The
dates on which notices shall be deemed to have been effectively given shall be determined
as follows:




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	 	7.1.1	 	Notices given by personal delivery, by courier service or by registered
mail, postage prepaid, shall be deemed effectively given on the date of delivery or
refusal at the address specified for notices.
	 
	 	7.1.2	 	Notices given by facsimile transmission shall be deemed effectively
given on the date of successful transmission (as evidenced by an automatically
generated confirmation of transmission).






	 	7.2	 	For the purpose of notices, the addresses of the Parties are as follows:





	 	 	 	 	 

	 

	 	Party A:
	 	Beijing Bitauto Internet Information Company
	 

	 	Address:
	 	Beijing New Century Hotel Office Building 6 Flr, No.6 Beijing Capital Stadium
Road South, Haidian District, Beijing, P.R. China 100044
	 

	 	Attn:
	 	Ye Jing/Li Bin
	 

	 	Phone:
	 	6849 2345
	 

	 	Facsimile:
	 	6849 2726
	 
	 	 	 	 
	 

	 	Party B:
	 	[a shareholder of our PRC SPEs]
	 

	 	Address:
	 	
	 

	 	Phone:
	 	
	 
	 	 	 	 
	 

	 	Party C:
	 	[one of our PRC SPEs]
	 

	 	Address:
	 	
	 

	 	Phone:
	 	
	 

	 	Facsimile:
	 	







	 	7.3	 	Any Party may at any time change its address for notices by a notice delivered to
the other Parties in accordance with the terms hereof.






	8.	 	Confidentiality
	 
	 	 	The Parties acknowledge that any oral or written information exchanged among them with
respect to this Agreement is confidential information. Each Party shall maintain the
confidentiality of all such information, and without obtaining the written consent of
other Parties, it shall not disclose any relevant information to any third parties,
except in the following circumstances: (a) such information is or will be in the public
domain (provided that this is not the result of a public disclosure by the receiving
Party); (b) information disclosed as required by applicable laws or rules or regulations
of any stock exchange; or (c) information required to be disclosed by any Party to its
legal counsel or financial advisor regarding the transaction contemplated hereunder, and
such legal counsel or financial advisor are also bound by confidentiality duties similar
to the duties in this Section. Disclosure of any confidential information by the staff
members or agency hired by any Party shall be deemed disclosure of such confidential
information by such Party, which Party shall be held liable for breach of this Agreement.
This Section shall survive the termination of this Agreement for any reason.




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	9.	 	Further Warranties
	 
	 	 	The Parties agree to promptly execute documents that are reasonably required for or are
conducive to the implementation of the provisions and purposes of this Agreement and take
further actions that are reasonably required for or are conducive to the implementation of the
provisions and purposes of this Agreement.






	10.	 	Miscellaneous






	 	10.1	 	Amendment, change and supplement
	 
	 	 	 	Any amendment, change and supplement to this Agreement shall require the execution of
a written agreement by all of the Parties.
	 
	 	10.2	 	Entire agreement
	 
	 	 	 	Except for the amendments, supplements or changes in writing executed after the
execution of this Agreement, this Agreement shall constitute the entire agreement
reached by and among the Parties hereto with respect to the subject matter hereof, and
shall supercede all prior oral and written consultations, representations and
contracts reached with respect to the subject matter of this Agreement.
	 
	 	10.3	 	Headings
	 
	 	 	 	The headings of this Agreement are for convenience only, and shall not be used to
interpret, explain or otherwise affect the meanings of the provisions of this
Agreement.
	 
	 	10.4	 	Language
	 
	 	 	 	This Agreement is written in both Chinese and English language in three copies, each
Party having one copy with equal legal validity; in case there is any conflict between
the Chinese version and the English version, the Chinese version shall prevail.
	 
	 	10.5	 	Severability
	 
	 	 	 	In the event that one or several of the provisions of this Agreement are found to be
invalid, illegal or unenforceable in any aspect in accordance with any laws or
regulations, the validity, legality or enforceability of the remaining provisions of
this Agreement shall not be affected or compromised in any respect. The Parties shall
strive in good faith to replace such invalid, illegal or unenforceable provisions with
effective provisions that accomplish to the greatest extent permitted by law and the
intentions of the Parties, and the economic effect of such effective provisions shall
be as close as possible to the economic effect of those invalid, illegal or
unenforceable provisions.




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	 	10.6	 	Successors
	 
	 	 	 	This Agreement shall be binding on and shall inure to the interest of the respective
successors of the Parties and the permitted assigns of such Parties.
	 
	 	10.8	 	Survival






	 	10.8.1	 	Any obligations that occur or that are due as a result of this Agreement upon
the expiration or early termination of this Agreement shall survive the
expiration or early termination thereof.
	 
	 	10.8.2	 	The provisions of Sections 5, 7, 8 and this Section 10.8 shall survive the
termination of this Agreement.






	 	10.9	 	Waivers
	 
	 	 	 	Any Party may waive the terms and conditions of this Agreement, provided that such a
waiver must be provided in writing and shall require the signatures of the Parties. No
waiver by any Party in certain circumstances with respect to a breach by other Parties
shall operate as a waiver by such a Party with respect to any similar breach in other
circumstances.





     IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this
Exclusive Option Agreement as of the date first above written.



	 	 	 	 	 

	 

	 	Party A:
	 	Beijing Bitauto Internet Information Company
	 
	 	 	 	 
	 

	 	By:
	 	________________
	 

	 	Name:	 	 
	 

	 	Title:
	 	Legal Representative
	 
	 	 	 	 
	 

	 	Party B:
	 	[a shareholder of our PRC SPEs]
	 
	 	 	 	 
	 

	 	By:
	 	________________
	 
	 	 	 	 
	 

	 	Party C:
	 	[one of our PRC SPEs]
	 
	 	 	 	 
	 

	 	By:
	 	________________
	 

	 	Name:
	 	
	 

	 	Title:
	 	







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