exv4w5










Exhibit 4.5




AMENDMENT TO SHAREHOLDERS’ AGREEMENT




     This Amendment to the Shareholders’ Agreement (as defined below) (the “Amendment”) is made and
entered into as of October 28, 2010 (the “Effective Date”) by and among Bin Li, an individual,
Weihai Qu, an individual (together with Bin Li, the “Principals”), Bitauto Holdings Limited, a
company incorporated and existing under the laws of the Cayman Islands (the “Company”), NVCC
Chinese New Stars I Partnership, LC Fund II, Authosis Capital Inc., DCM IV, L.P. and DCM
Affiliates Fund IV, L.P., Huitung Investments (BVI) Limited, Georgian Pine Investments LP,
Proudview Limited and Bertelsmann Asia Investments AG (collectively, the “Shareholders”) for
the purpose of amending that certain Shareholders Agreement dated July 8, 2009 (the “Shareholders’
Agreement”) by and among the Principals, the Company and the Shareholders. Capitalized terms not
defined herein shall have the meanings given to them in the Shareholders’ Agreement.



     Each of the Principals, the Company and the Shareholders is referred to herein individually as
a “Party” and collectively as the “Parties.”



RECITALS



     WHEREAS, the Parties desire to amend the Shareholders’ Agreement on the terms and conditions
set forth herein.



AGREEMENT



     NOW, THEREFORE, the Parties agree as follows:



     1. Amendment to the Shareholders Agreement. The Parties hereby amend the
Shareholders’ Agreement as follows:



     Section 1.1 INTERPRETATIONS.



     The definition of “Qualified IPO” is hereby amended by replacing in its entirety with
the following:




‘“Qualified IPO’ means a firm commitment underwritten public offering of
Ordinary Shares of the Company or of the listing vehicle (or securities representing
such Ordinary Shares) registered under the Securities Act of 1933 of the United
States of America, as amended, or its equivalent in another jurisdiction if the
Qualified IPO does not occur in the U.S., managed by a lead underwriter of
international standing reasonably acceptable to the Preference Shareholders holding
in aggregate at least a majority interest for the time being in the issued
Preference Shares (on an as-if-converted basis), with the Company’s market
capitalization being at least US$300 million and gross proceeds from the IPO
being at least US$50 million; ‘gross proceeds’ used herein means the total amount
raised from an IPO prior to paying any expenses including without limitation to
underwriters’ discounts, legal expense, auditors’ fees and similar third party
expenses.”



     2. This Amendment shall constitute an integral part of the Shareholders’
Agreement and shall have the same full force and effect as all other provisions of the
Shareholders’ Agreement.



 










 




     3. Governing Law. This Amendment shall be construed in
accordance with the laws of Hong Kong.



     4. Effectiveness of Agreement. This Amendment shall become
effective upon the execution hereof by all parties.



     5. No Other Modification or Waiver of Existing Terms. Except as
expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify,
amend or in any way affect or constitute a waiver of any of the terms, conditions, obligations,
covenants or agreements contained in the Shareholders’ Agreement, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.



     6. Execution in Counterparts. For the convenience of the
parties and to facilitate execution, this Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which shall constitute one and the same
document, and such counterparts may be delivered by facsimile or electronic mail.


[Signature Page Follows]



2










 






	 	 	 	 	 	 	 

	 

Bin Li

	 	 	 	 

Weihai Qu
	 	 
	 
	 	 	 	 	 	 
	 

LC Fund II

	 	 	 	 

Authosis Capital Inc.
	 	 
	Name:

	 	 	 	Name:	 	 
	Title:

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

DCM IV, L.P.

	 	 	 	 

DCM Affiliates Fund IV, L.P.
	 	 
	Name:

	 	 	 	Name:	 	 
	Title:

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

Huitung Investments (BVI) Limited

	 	 	 	 

Georgian Pine Investments LP
	 	 
	Name:

	 	 	 	Name:	 	 
	Title:

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

Bertelsmann Asia Investments AG

	 	 	 	 

NVCC Chinese New Stars I Partnership
	 	 
	Name:

	 	 	 	Name:	 	 
	Title:

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

Proudview Limited

	 	 	 	 

Bitauto Holdings Limited
	 	 
	Name:

	 	 	 	Name:	 	 
	Title:

	 	 	 	Title:	 	 





[Signature page of the Amendment Agreement to Shareholders’ Agreement]