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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    Form 20-F
    (Mark One)o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G)
    OF THE SECURITIES EXCHANGE ACT OF 1934ORþ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2010.ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
    OF THE SECURITIES EXCHANGE ACT OF 1934ORo

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D)
    OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company
    reportFor the
    transition period
    from          to   Commission file number:
    001-34947
    BITAUTO HOLDINGS
    LIMITED
 (Exact name of Registrant as
    specified in its charter)
    N/A
 (Translation of
    Registrants name into English)
  Cayman Islands
 (Jurisdiction of incorporation
    or organization)
  New Century Hotel Office Tower,
    6/F
 No. 6 South Capital Stadium
    Road
 Beijing, 100044
 The Peoples Republic of
    China
 (Address of principal executive
    offices)
  Xuan Zhang
 Chief Financial
    Officer
 Tel:
    (86-10)
    6849-2345
 Email: ir@bitauto.com
 Fax: (86
    10) 6849-2200
 (Name, Telephone,
    E-mail
    and/or Facsimile number and Address of Company Contact
    Person)
  Securities registered or to be
    registered pursuant to Section 12(b) of the Act:
  Title of Each Class

Name of Exchange on Which RegisteredAmerican depositary shares, each representing one ordinary share

New York Stock ExchangeOrdinary shares, par value US$0.00004 per share

New York Stock Exchange *       Securities registered or to be
    registered pursuant to Section 12(g) of the Act:
  None
 (Title of Class)
  Securities for which there is a
    reporting obligation pursuant to Section 15(d) of the
    Act:
  None
 (Title of Class)
      o þ
  o þ
  þ o
  Regulation S-T o o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ    o
  þ
  o
  o o
  Rule 12b-2 o þ
    o o




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##### 





TABLE OF
    CONTENTS
   
 INTRODUCTION


1FORWARD- LOOKING STATEMENTS


1PART I


3ITEM 1.


IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
    ADVISORS


3ITEM 2.


OFFER STATISTICS AND EXPECTED TIMETABLE


3ITEM 3.


KEY INFORMATION


3ITEM 4.


INFORMATION ON THE COMPANY


35ITEM 4A.


UNRESOLVED STAFF COMMENTS


55ITEM 5.


OPERATING AND FINANCIAL REVIEW AND PROSPECTS


55ITEM 6.


DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


83ITEM 7.


MAJOR SHAREHOLDERS AND RELATED PARTY
    TRANSACTIONS


90ITEM 8.


FINANCIAL INFORMATION


92ITEM 9.


THE OFFER AND LISTING


93ITEM 10.


ADDITIONAL INFORMATION


94ITEM 11.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


103ITEM 12.


DESCRIPTION OF SECURITIES OTHER THAN EQUITY
    SECURITIES


104PART II


105ITEM 13.


DEFAULTS, DIVIDEND ARREARAGES AND
    DELINQUENCIES


105ITEM 14.


MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
    HOLDERS AND USE OF PROCEEDS


105ITEM 15.


CONTROLS AND PROCEDURES


106ITEM 16.


[RESERVED]


107ITEM 16A.


AUDIT COMMITTEE FINANCIAL EXPERT


107ITEM 16B.


CODE OF ETHICS


107ITEM 16C.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


107ITEM 16D.


EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
    COMMITTEES


107ITEM 16E.


PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
    AFFILIATED PURCHASERS


107ITEM 16F.


CHANGE IN REGISTRANTS CERTIFYING
    ACCOUNTANT


108ITEM 16G.


CORPORATE GOVERNANCE


108PART III


108ITEM 17.


FINANCIAL STATEMENTS


108ITEM 18.


FINANCIAL STATEMENTS


108ITEM 19.


EXHIBITS


108Exhibit 4.12Exhibit 8.1Exhibit 12.1Exhibit 12.2Exhibit 13.1Exhibit 13.2Exhibit 15.1Exhibit 15.2




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INTRODUCTION  Form 20-F
  
    we, us, our company,
    our and Bitauto refer to Bitauto
    Holdings Limited, a Cayman Islands company, its subsidiaries and
    special purpose entities, or SPEs;
    ADSs refers to our American depositary shares, each
    of which represents one ordinary share, and ADRs
    refers to American depositary receipts, which, if issued,
    evidence our ADSs;
    China or the PRC refers to the
    Peoples Republic of China excluding, for the purpose of
    this annual report only, Hong Kong, Macau and Taiwan;
    IFRS refers to International Financial Reporting
    Standards, as issued by the International Accounting Standards
    Board, or IASB;
    RMB or Renminbi refers to the legal
    currency of China and $, dollar,
    US$ or U.S. dollar refers to the
    legal currency of the United States; and
    shares or ordinary shares refers to our
    ordinary shares, par value $0.00004 per share, and
    preference shares refers to our Series A
    preference shares, Series B preference shares,
    Series C preference shares,
    Series D-1
    preference shares and
    Series D-2
    preference shares, par value $0.00004 per share.   FORWARD-LOOKING
    STATEMENTS      
    our goals and strategies;
    our future development, financial positions and results of
    operations;
    the expected growth of the automotive industry and Internet
    marketing industry in China and globally;
    market acceptance of our services;
    our expectations regarding demand for our services;
    our ability to stay abreast of market trends and technological
    advances; 1




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
    our ability to effectively protect our intellectual property
    rights and not infringe on the intellectual property rights of
    others;
    competition in the automotive industry and Internet marketing
    industry;
    PRC and United States governmental policies and regulations
    relating to the automotive industry and Internet marketing
    industry;
    litigation and government proceedings involving our company and
    industry; and
    general economic and business conditions, particularly in the
    United States and China.  and/or
   2




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##### Table of Contents



PART I
  ITEM 1.
    IDENTITY
    OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS    ITEM 2.
    OFFER
    STATISTICS AND EXPECTED TIMETABLE    ITEM 3.
    KEY
    INFORMATION  A.
    Selected
    Financial Data    For the Year Ended December 31,2007


2008


2009


2010Consolidated Statements of Comprehensive Income Data

RMB


RMB


RMB


RMB


$(In thousands, except per Share and per ADS data)Continuing OperationsRevenue


127,699



238,978



293,313



458,105



69,410Cost of revenue


(44,502
)


(74,224
)


(105,746
)


(148,701
)


(22,530
)Gross profit


83,197



164,754



187,567



309,404



46,880Selling and administrative
    expenses(1)


(67,589
)


(99,951
)


(125,268
)


(212,002
)


(32,122
)Product development expenses


(4,644
)


(14,437
)


(17,090
)


(29,778
)


(4,512
)Operating profit


10,964



50,366



45,209



67,624



10,246Other income


1,933



4,180



595



5,358



812Other expenses


(43
)


(1,267
)


(1,168
)


(1,346
)


(204
)Changes in fair value of derivative component of convertible
    preference shares


(155,202
)


50,295



(33,305
)


(1,270,702
)


(192,531
)Changes in fair value of convertible promissory notes






(8,709
)


680







Interest income


743



636



373



618



94Interest expense














(993
)


(150
)Finance costs on convertible preference shares


(4,252
)


(10,748
)


(14,917
)


(9,355
)


(1,417
)(Loss)/profit before tax from continuing operations


(145,857
)


84,753



(2,533
)


(1,208,796
)


(183,150
)Income tax expense


(127
)


(439
)


(3,503
)


(13,185
)


(1,998
)(Loss)/profit from continuing operations


(145,984
)


84,314



(6,036
)


(1,221,981
)


(185,148
)(Loss)/profit for the
    year(2)


(174,416
)


36,416



(60,348
)


(1,273,291
)


(192,923
)Total comprehensive
    (loss)/income(3)


(164,395
)


54,742



(60,150
)


(1,247,878
)


(189,072
) 3




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For the Year Ended December 31,2007


2008


2009


2010Consolidated Statements of Comprehensive Income Data

RMB


RMB


RMB


RMB


$(In thousands, except per Share and per ADS data)(Loss)/profit per share from continuing operations attributable
    to ordinary shareholdersBasic


(6.86
)


3.16



(0.21
)


(36.74
)


(5.57
)Diluted


(6.86
)


1.64



(0.21
)


(36.74
)


(5.57
)(Loss)/profit per share attributable to ordinary shareholdersBasic


(8.21
)


1.41



(2.07
)


(38.29
)


(5.80
)Diluted


(8.21
)


0.87



(2.07
)


(38.29
)


(5.80
)Weighted average number of ordinary shares outstanding used in
    (loss)/profit per share calculationBasic


10,633,323



12,048,855



12,123,008



15,987,475Diluted


10,633,323



27,282,708



12,123,008



15,987,475Other Financial Data:Non-GAAP profit from continuing
    operations(4)


15,613



54,270



41,798



70,348



10,660     (1)
    
    Including share-based payments of RMB2.1 million,
    RMB0.8 million, RMB0.3 million, and
    RMB7.5 million ($1.1 million) in 2007, 2008, 2009 and
    2010, respectively. And including non-capitalized initial public
    offering expenses of RMB4.8 million ($0.7 million) in
    2010.(2)
    
    Including (loss)/profit for the year from continuing operations
    and loss after tax for the year from discontinued operations.(3)
    
    Including (loss)/profit for the year and foreign currency
    exchange difference.(4)
    
    Our management supplements the data they receive regarding IFRS
    (loss)/profit from continuing operations with non-GAAP profit
    from continuing operations, which excludes from IFRS
    (loss)/profit from continuing operations the charges relating to
    (i) changes in fair value of the derivative component of
    our convertible preference shares, (ii) changes in fair
    value of our convertible promissory notes, (iii) finance
    costs relating to our preference shares, (iv) share-based
    payments and (v) non-capitalized initial public offering
    expenses. This non-GAAP financial measure provides our
    management with the ability to assess our operating results
    without considering the charges resulting from our convertible
    preference shares being characterized as liabilities under IFRS.
    In addition, all convertible preference shares were
    automatically converted into ordinary shares upon the completion
    of our initial public offering in 2010 and, as a result, there
    are no such charges relating to our convertible preference
    shares starting in 2011. Furthermore, this non-GAAP financial
    measure eliminates the impact of items that we do not consider
    indicative of the performance of our business.The use of non-GAAP profit from continuing operations has
    certain limitations. Although we believe the excluded items are
    less meaningful in evaluating our current performance, the
    excluded items may be important in assessing our operating and
    financial performance if we grant options and issue preference
    shares or other financial instruments, such as warrants and
    convertible bonds, in the future. If any of these events occur,
    the impact of these items likewise will not be reflected in the
    presentation of the non-GAAP profit from continuing operations.
    This non-GAAP financial measure should be considered in addition
    to results prepared in accordance with IFRS, and should not be
    considered a substitute for or superior to IFRS results. In
    addition, our non-GAAP profit from continuing operations may not
    be comparable to similarly titled measures utilized by other
    companies since such other companies may not calculate such
    measures in the same manner as we do. 4




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For the Year Ended December 31,2007


2008


2009


2010RMB


RMB


RMB


RMB


$(In thousands)(Loss)/profit from continuing operations


(145,984
)


84,314



(6,036
)


(1,221,981
)


(185,148
)Changes in fair value of derivative component of convertible
    preference shares


155,202



(50,295
)


33,305



1,270,702



192,531Changes in fair value of convertible promissory notes






8,709



(680
)






Finance costs on convertible preference shares


4,252



10,748



14,917



9,355



1,417Share-based payments


2,143



794



292



7,510



1,138Non-capitalized IPO expenses














4,762



722Non-GAAP profit from continuing operations


15,613



54,270



41,798



70,348



10,660     As of December 31,2008


2009


2010Consolidated Statements of Financial Position Data

RMB


RMB


RMB


$(In thousands)AssetsCurrent assets


276,312



429,761



1,137,963



172,419Non-current assets


90,163



103,105



37,733



5,717Total assets


366,475



532,866



1,175,696



178,136LiabilitiesCurrent liabilities


154,620



249,735



352,283



53,376Non-current liabilities:Convertible preference shares


305,850



473,620







Total non-current liabilities


353,083



477,299







Total liabilities


507,703



727,034



352,283



53,376Total equity


(141,228
)


(194,168
)


823,413



124,760Total liabilities and equity


366,475



532,866



1,175,696



178,136   Exchange
    Rate Information
     5




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Exchange RatePeriod

Period End

Average(l)

Low

High(RMB per $1.00)2006


7.8041



7.9579



8.0702



7.80412007


7.2946



7.5806



7.8127



7.29462008


6.8225



6.9193



7.2946



6.78002009


6.8259



6.8295



6.8470



6.81762010


6.6000



6.7603



6.8330



6.6000November


6.6670



6.6538



6.6892



6.6330December


6.6000



6.6497



6.6745



6.60002011January


6.6017



6.5964



6.6364



6.5809February


6.5713



6.5761



6.5965



6.5520March


6.5483



6.5645



6.5743



6.5483April


6.4900



6.5267



6.5477



6.4900May (through May 6)


6.4925



6.4931



6.4955



6.4920     (1)
    
    Annual averages are calculated using the average of month-end
    rates of the relevant year. Monthly averages are calculated
    using the average of the daily rates during the relevant period.  B.
    Capitalization
    and Indebtedness    C.
    Reasons
    for the Offer and Use of Proceeds    D.
    Risk
    Factors  Risks
    Related to Our Business and Industry
  Our
    future growth depends on the increased acceptance of the
    Internet as an effective marketing platform by the automotive
    industry and the increased Internet penetration among the
    general population in China.
   6




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Our
    dealer service delivery model is relatively new in China, and if
    we cannot attract enough dealers to subscribe to such service,
    we may not be able to sustain our revenue growth and operating
    profit.
  ucar.cn
  Failure
    to enhance our brand recognition could have a material adverse
    effect on our results of operations and growth
    prospects.
  bitauto.com ucar.cn
     7




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A
    limited number of automakers have contributed to a significant
    portion of our revenues, and if we are unable to maintain these
    key relationships or establish new relationships with additional
    automakers, our results of operations would be materially and
    adversely affected.
  bitauto.com ucar.cn
    We may
    not be able to continue to collect performance-based rebates for
    the advertisements we place on other websites, which is an
    important source of revenues for us.
    Our
    strategy to grow our used automobile-related business through
    our ucar.cn business may not succeed.
  ucar.cn
 8




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ucar.cn
  We are
    facing increased competition, and if we cannot compete
    effectively, our financial condition and results of operations
    may be harmed.
  pcauto.com.cn autohome.com.cn autohome.com.cn pcauto.com.cn
  ucar.cn 51auto.com hx2car.com
     9




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We may
    not be able to maintain good cooperative relationships with our
    partner websites on reasonable terms, which could materially
    harm our business and results of operations.
  bitauto.com ucar.cn
  We
    rely on Chinas automotive industry for substantially all
    our revenues and future growth, but the automotive industry is
    still at an early stage of development and subject to many
    uncertainties.
    
    general economic conditions in China and around the world;
    the growth of disposable household income and the availability
    and cost of credit available to finance automobile purchases;
    taxes and other incentives or disincentives related to
    automobile purchases and ownership;
    environmental concerns and measures taken to address these
    concerns;
    the cost of energy, including gasoline prices, and the cost of
    automobile licensing and registration fees;
    the improvement of the highway system and availability of
    parking facilities; and
    other government policies relating to the automotive industry in
    China, including the phasing out of government subsidies to
    promote auto sales.    Any
    financial or economic crisis, or perceived threat of such a
    crisis, including a significant decrease in consumer confidence,
    may materially and adversely affect our business, financial
    condition and results of operations.
   10




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We may
    be liable to pay the media vendors in connection with the
    advertisements we placed with them on behalf of our automaker
    customers if we fail to collect some or all the payments from
    these automaker customers.
     11




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Our
    customers may not renew their contracts for our services and we
    may not be able to sell additional or enhanced services to our
    existing customers.
    Problems
    with Chinas Internet infrastructure or with our
    third-party data center hosting facilities could impair the
    delivery of our services and harm our business.
      Any
    breaches to our security measures, including unauthorized
    access, computer viruses and hacking, may adversely
    affect our database and reduce use of our services and damage
    our reputation and brand names.
   12




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We may
    not be able to successfully expand our service network into
    other geographical markets in China.
    Our
    competitive position and ability to generate revenues could be
    further harmed if we fail to develop and introduce new products
    and services.
     13




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Our
    business is subject to seasonal fluctuations and unexpected
    interruptions, which make it difficult to accurately predict our
    future operating results.
    quarter-to-quarter
  Our
    principal shareholders, directors and executive officers own a
    large percentage of our shares, allowing them to exercise
    significant influence over matters subject to shareholder
    approval, which may reduce the price of our ADSs and deprive you
    of an opportunity to receive a premium for your
    ADSs.
    Our
    business may be harmed by the potential conflicts of interest
    caused by our dual roles as both a supplier and a purchaser of
    advertisement resources.
   14




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Government
    policies on automobile purchases and ownership may materially
    affect our results of operations.
    If
    automakers are subject to product recalls, our business could
    suffer and our revenues may decrease.
    We may
    be subject to liability for placing advertisements with content
    that is deemed inappropriate or misleading.
     15




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We may
    not be able to ensure the accuracy of dealer pricing and listing
    information.
    Failure
    to protect our brand, trademarks, software copyrights, trade
    secrets and other intellectual property rights could have a
    negative impact on our business.
  Chinese-language
    Copyright
    infringement and other intellectual property claims against us
    may adversely affect our business.
   16




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We
    rely heavily on our senior management team and key personnel and
    the loss of any of their services could severely disrupt our
    business.
    We may
    not be able to attract and retain highly skilled employees,
    provide necessary training or maintain good relationships with
    our employees.
  up-to-date
  Our
    business may suffer if we do not successfully manage our current
    and future growth.
   17




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Our
    limited operating history may not serve as an adequate basis to
    judge our future prospects and results of
    operations.
    
    implement our business model and strategy and adapt and modify
    them as needed;
    increase awareness of our brands, protect our reputation and
    develop customer loyalty;
    manage our expanding operations and service offerings, including
    the integration of any future acquisitions; and
    anticipate and adapt to changing conditions in the Chinas
    automotive and Internet marketing industries as well as the
    impact of any changes in government regulations, mergers and
    acquisitions involving our competitors, technological
    developments and other significant competitive and market
    dynamics.    We are
    susceptible to risks related to cash flow
    management.
    Our
    third-party vendors may raise prices and as a result increase
    our operating expenses.
    Future
    acquisitions could prove difficult to integrate, disrupt our
    business and lower our operating results and the value of your
    investment.
    
    the potential failure to achieve the expected benefits of the
    combination or acquisition;
    difficulties in, and the cost of, integrating operations,
    technologies, services and personnel; and
    potential write-offs of acquired assets or investments. 18




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Our
    business could be negatively impacted by the recent earthquake
    and tsunami that hit Japan and caused disruptions to the
    automotive industry.
    Any
    catastrophe, including outbreaks of health pandemics and other
    extraordinary events, could severely disrupt our business
    operations.
      We do
    not have any business liability, disruption or litigation
    insurance, and any business disruption or litigation we
    experience might result in our incurring substantial costs and
    diversion of resources.
   19




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Risks
    Related to Our Corporate Structure
  If the
    PRC government finds that the agreements that establish the
    structure for operating our businesses in China do not comply
    with applicable PRC governmental restrictions on foreign
    investment in Internet content and marketing services, or if
    these regulations or the interpretation of existing regulations
    change in the future, we could be subject to severe penalties or
    be forced to relinquish our interests in those
    operations.
       20




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
    revoking the business and operating licenses of such entities;
    discontinuing or restricting our PRC subsidiarys and
    affiliates operations;
    imposing fines, confiscating the income of the SPEs or our
    income, or imposing other requirements with which we or our PRC
    subsidiary and SPEs may not be able to comply;
    imposing conditions or requirements with which we or our PRC
    subsidiary and affiliates may not be able to comply;
    requiring us or our PRC subsidiary and SPEs to restructure our
    ownership structure or operations;
    restricting or prohibiting our use of the proceeds of our
    initial public offering in 2010 to finance our business and
    operations in China; or
    taking other regulatory or enforcement actions that could be
    harmful to our business.    We
    rely on contractual arrangements with our SPEs in China, and
    their shareholders, for our business operations, which may not
    be as effective in providing operational control or enabling us
    to derive economic benefits as through ownership of controlling
    equity interest.
   21




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The
    shareholders of our SPEs may have potential conflicts of
    interest with us, which may materially and adversely affect our
    business and financial condition.
    Contractual
    arrangements with the SPEs may be subject to scrutiny by the PRC
    tax authorities and may result in a finding that we and the SPEs
    owe additional taxes or are ineligible for tax exemption, or
    both, which could substantially increase our taxes owed and
    thereby reduce our net income.
   22




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Our
    contractual arrangements with our PRC special purpose entities
    may result in adverse tax consequences to us.
    We may
    rely on dividends and other distributions on equity paid by our
    wholly owned subsidiary to fund any cash and financing
    requirements we may have, and any limitation on the ability of
    our subsidiary to pay dividends to us could have a material
    adverse effect on our ability to conduct our
    business.
    Risks
    Related to Doing Business in China
  Adverse
    changes in political and economic policies of the PRC government
    could have a material adverse effect on the overall economic
    growth of China, which could reduce the demand for our services
    and materially and adversely affect our competitive
    position.
     23




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We may
    be required to obtain Internet publishing approval and be
    subject to fines and other penalties if we are deemed to conduct
    Internet publishing activities by relevant PRC
    authorities, which could have a material adverse effect on our
    business operation.
       24




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We may
    be required to obtain an Internet news releasing service license
    and be subject to fines and/or suspension of business operations
    if any of the Internet news posted on our websites is deemed to
    be political in nature, relate to macro-economics, or otherwise
    would require an Internet news releasing service
    license.
      Uncertainties
    with respect to the PRC legal system could limit the protection
    available to you and us.
     25




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PRC
    regulations relating to offshore investment activities by PRC
    residents may increase our administrative burden and restrict
    our overseas and cross-border investment activity. If our
    shareholders fail to make any required applications and filings
    under such regulations, we may be unable to distribute profits
    and may become subject to liability under PRC
    laws.
      Governmental
    control of currency conversion may affect the value of your
    investment.
    Fluctuations
    in exchange rates of the Renminbi could materially affect our
    reported results of operations.
     26




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PRC
    regulations on loans and direct investments by offshore holding
    companies to PRC entities may delay or prevent us from making
    loans or additional capital contributions to our PRC
    subsidiary.
      Dividends
    we receive from our subsidiary located in the PRC may be subject
    to PRC withholding tax, which could materially and adversely
    affect the amount of dividends, if any, we may pay our
    shareholders or ADS holders.
   27




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Under
    the EIT Law, we may be classified as a resident
    enterprise of China; such classification could result in
    unfavorable tax consequences to us and our non-PRC shareholders
    and materially and adversely affect our results of operations
    and financial condition.
      and/or
  Discontinuation
    of any of the preferential tax treatments currently available to
    us in the PRC or imposition of any additional PRC taxes on us
    could adversely affect our financial position and results of
    operations.
   28




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Certain
    of our leased property interests may be defective and we may be
    forced to relocate operations affected by such defects, which
    could cause significant disruption to our
    business.
    Failure
    to comply with PRC regulations regarding the registration
    requirements for employee stock ownership plans or share option
    plans may subject our PRC plan participants or us to fines and
    other legal or administrative sanctions.
    The
    implementation of the PRC Labor Contract Law may significantly
    increase our operating expenses and adversely affect our
    business and results of operations.
   29




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##### Table of Contents



Risks
    Related to Our ADSs
  The
    market price for our ADSs may be volatile.
      
    actual or anticipated fluctuations in our quarterly operating
    results and changes or revisions of our expected results;
    announcements of new services by us or our competitors;
    changes in financial estimates or recommendations by securities
    analysts;
    conditions in the automobile
    and/or
    advertising industries in China;
    changes in the economic performance or market valuations of
    other companies that provide Internet content and marketing
    services to automakers and dealers;
    fluctuations of exchange rates between the Renminbi and the
    U.S. dollar or other foreign currencies;
    announcements by us or our competitors of significant
    acquisitions, strategic partnerships, joint ventures or capital
    commitments;
    additions or departures of key personnel;
    release or expiration of
    lock-up or
    other transfer restrictions on our outstanding ordinary shares
    or ADSs;
    sales or perceived potential sales of additional ordinary shares
    or ADSs;
    pending or potential litigation or administrative
    investigations; and
    general economic or political conditions in China.    We may
    need additional capital, and the sale of additional ADSs or
    other equity securities could result in additional dilution to
    our shareholders.
   30




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Because
    we do not expect to pay dividends in the foreseeable future, you
    must rely on price appreciation of our ADSs for return on your
    investment.
      Substantial
    future sales or perceived potential sales of our ADSs in the
    public market could cause the price of our ADSs to
    decline.
  180-day lock-up lock-up lock-up
  180-day lock-up
  You
    may not have the same voting rights as the holders of our
    ordinary shares and may not receive voting materials in time to
    be able to exercise your right to vote.
   31




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You
    may not be able to participate in rights offerings and may
    experience dilution of your holdings as a result.
    You
    may not receive cash dividends if it is impracticable to make
    them available to you.
    You
    may be subject to limitations on transfer of your
    ADSs.
    You
    may face difficulties in protecting your interests, and your
    ability to protect your rights through the United States federal
    courts may be limited because we are incorporated under Cayman
    Islands law, we conduct substantially all of our operations in
    China and all of our directors and officers reside outside the
    United States.
   32




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Our
    memorandum and articles of association contain anti-takeover
    provisions that could adversely affect the rights of holders of
    our ordinary shares and ADSs.
    We are
    exempt from certain corporate governance requirements of the
    NYSE and we intend to rely on these exemptions.
    
    have a majority of the board be independent (other than due to
    the requirements for the audit committee under the United States
    Securities Exchange Act of 1934, as amended, or the Exchange
    Act);
    have a minimum of three members on our audit committee;
    have a compensation committee, a nominating or corporate
    governance committee;
    provide annual certification by our chief executive officer that
    he or she is not aware of any non-compliance with any corporate
    governance rules of the NYSE;
    have regularly scheduled executive sessions with only
    non-management directors;
    have at least one executive session of solely independent
    directors each year;
    seek shareholder approval for (i) the implementation and
    material revisions of the terms of share incentive plans,
    (ii) the issuance of more than 1% of our outstanding
    ordinary shares or 1% of the voting power outstanding to a
    related party, (iii) the issuance of more than 20% of our
    outstanding ordinary shares, and (iv) an issuance that
    would result in a change of control; 33




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
    adopt and disclose corporate governance guidelines; or
    adopt and disclose a code of business conduct and ethics for
    directors, officers and employees.    We may
    be classified as a passive foreign investment company for United
    States federal income tax purposes, which could subject United
    States investors in the ADSs or ordinary shares to significant
    adverse United States federal income tax
    consequences.
    non-United
   34




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Our
    independent registered public accounting firm has identified
    material weaknesses in our internal control over financial
    reporting. If we are unable to correct these weaknesses, our
    ability to accurately and timely report our financial results or
    prevent fraud may be adversely affected, and investor confidence
    and the market price of our securities may be adversely
    affected.
    Form 20-F
  ITEM 4.
    INFORMATION
    ON THE COMPANY  A.
    History
    and Development of the Company         35




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(86-10) 6849-2345.
    B.
    Business
    Overview  Overview
  up-to-date
     36




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Our
    Services
    Our
    bitauto.com business
    New
    automobile dealer subscription services
  
 37




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
    Dealer Listing Service is a service we provide to Easypass
    subscribers to help them reach a broad base of purchase-minded
    consumers. We publish our Easypass subscribers new
    automobile pricing and promotional information on, and link
    their online showrooms developed using our Autosite services to,
    our bitauto.com website. To further broaden our Easypass
    subscribers consumer reach, we have entered into
    arrangements with 59 partner websites to become their exclusive
    provider of automobile pricing and promotional information. We
    automatically feed such information to our partner websites from
    our proprietary new automobile database, which is regularly
    updated and maintained by our dealer customers. We typically pay
    a fixed fee to our major partner websites for their advertising
    space. In 2010 our dealer customers posted approximately
    2,768,551 listings of new automobile pricing information and
    328,211 of new automobile promotional information through our
    Easypass platform.
    Autosite is a service that enables our Easypass subscribers to
    quickly set up their own online showrooms by choosing their
    preferred website templates that we have pre-designed and
    uploading their own content, such as pricing, promotional and
    contact information as well as inventory information. The online
    showrooms developed using our Autosite services also have
    interactive features that allow consumers to make online
    reservations for test drives, place orders online and ask
    questions and get answers online from our dealer customers. We
    currently register and maintain independent Internet domain
    names for Autosite users.
    Virtual Call Center is a service where we provide a toll-free
    number to our Easypass dealers for consumer inquiries. Each
    toll-free number has a virtual voicemail on the Easypass
    platform. Approximately 6,071,299 call minutes were logged in
    2010.
    Autosense is our proprietary advanced advertisement-generating
    application focusing on automotive content. It is a service that
    allows our Easypass subscribers to create advertisements with
    accurate keywords and optimize the effectiveness of such
    advertisements by displaying them on relevant web pages being
    viewed by web users in a specific location. For example, when a
    consumer from a certain city opens a web page that contains
    information on a particular automobile model, Autosense can
    analyze the consumers Internet protocol address and
    keywords on such web page and then display advertisements from
    dealers who are located near that consumer and have the matching
    or competing automobile model in its inventory.      Our
    bitauto.com advertising services
   38




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Our
    ucar.cn business
    Used
    automobile listing services
  
  
    Used Automobile Listing Service is a service we provide to our
    Transtar subscribers to list used automobiles on our ucar.cn
    website and our partner websites. We are able to display
    specific automobile dealer listings to ucar.cn visitors
    according to geographic area, automaker, model, configuration,
    mileage, location and usage history. As a result, our Transtar
    subscribers can reach relevant consumers at a high level of
    precision, a benefit that is unavailable through traditional
    media forms, such as radio, television, and newspaper
    advertising.
    Online Showroom Development and Maintenance is a service we
    offer to used automobile dealers or automakers with certified
    pre-owned automobile programs through our Transtar platform with
    features similar to the Autosite service module on our Easypass
    platform.
    Virtual Call Center is provided to our Transtar subscribers and
    has features similar to the Virtual Call Center service module
    provided through our Easypass platform.
    Used Car Management System is a service we provide to our
    Transtar subscribers to help manage the used automobile sales
    process and business operations, including automobile sales,
    inventory management, and pre- and post-sales customer
    relationships. It can analyze sales data, such as the number and
    type of used automobiles sold in a particular period, and
    consumer interaction data, such as the number of inquiry calls,
    to automatically generate management reports.  Our
    ucar.cn advertising services
    Digital
    Marketing Solutions Business
   39




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
    Online advertising.  We cover all aspects of
    online advertising. Our in-house creative team works closely
    with automakers to make strategic plans and produce digital
    advertisements. We procure media space and display periods from
    portals and automotive vertical websites, including bitauto.com
    and ucar.cn. We place advertisements on behalf of our customers
    on these portals and websites to achieve cost-effective
    advertising results. We monitor performance indicators such as
    the number of hits and clicks on online advertisements that we
    have placed using automatic monitoring tools. We analyze this
    data to optimize advertisement placing strategies for our
    automaker customers.
    Website creation and maintenance.  We provide
    website creation and maintenance services to our automaker
    customers. Our in-house creative team uses interactive and
    multimedia technologies to develop official websites for our
    automaker customers. Our typical automaker customer may have
    many official websites developed for each of their automobile
    models, local automobile dealers or special promotional events.
    Online public relations.  We have extensive
    experience in handling our automaker customers daily
    online media interactions, monitoring online media coverage and
    developing and implementing strategies in response to crisis.
    Online marketing campaigns.  We conduct
    cost-effective online marketing campaigns for our customers
    through performing in-depth market research of the target
    audience group, identifying the most effective online media,
    creating and publishing campaign materials on multiple online
    mediums to help our automaker customers achieve their goals.      Our
    Database
    
    automobile reviews, customer feedback, automobile-related
    pictures and video clips of 6,579 new automobile models;
    approximately 13,000 new and used automobile dealers
    business and contact information;
    2,768,551 listings of new automobile pricing information and
    328,211 listings of new automobile promotional information; 40




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
    117,584 used automobile listings;
    specifications and features of 1,017 used automobile
    models; and
    more than 1,000,000 pictures, videos and clips.        Product
    Development
      Sales,
    Marketing and Customer Support
   41




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
    We have been organizing the China Automotive Industry Forum
    annually since 2008 and have developed it into a significant
    annual event in Chinas automotive industry. The forum
    featured speakers, such as senior management of automakers and
    automobile dealer groups, academics and high-level government
    officials, and has been well attended by many industry
    participants;
    We have been organizing training programs through our Bitauto
    Academy for owners or executives of our dealer customers;
    We have been publishing Bitauto newsletters since 2005, which
    are distributed to automobile dealers throughout China free of
    charge and can also be made available upon request. These
    newsletters feature topics that interest automobile dealers,
    such as relevant automobile market information and government
    policies, as well as reports on success stories of automobile
    dealers and their executives;
    We regularly participate in automobile exhibitions held in major
    metropolitan cities, such as Beijing and Shanghai, and have been
    one of the most popular and most active participants among
    Chinas automotive vertical websites at many exhibits. For
    example, we rented a large exhibition area in the 2010 Beijing
    International Automotive Exhibition and sponsored a series of
    live TV and radio programs during the exhibition in order to
    achieve better marketing results.
    We sponsored the 2010 National Automobile Dealers Golf
    Tournament in order to strengthen our relationships with
    automobile dealers throughout China.
    We organized and sponsored the 2010 China Automobile Dealers
    Summit, a high-profile event that brought top industry leaders
    together to discuss various topics including market trends and
    the future of the automotive industry in China.
    We also provide customer services and training to our dealer
    customers in order to help them fully utilize the potential of
    our Easypass and Transtar products and foster customer loyalty.  Customers
   42




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Customers
    of each type of services
    Dealer services customers.
  Advertising customers.
  Digital marketing solutions customers.
  Customers
    of each business segment
  Our
    bitauto.com business
    For the Years Ended December 31,2007

2008

2009

2010Number of Easypass subscribers


981



1,529



1,965



3,512Number of advertising dealer customers


325



551



640



1,124Number of advertising automaker customers


37



44



51



59  43




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Our
    ucar.cn business
    For the Years Ended December 31,2009

2010Number of Transtar customers


774



1,409Number of advertising customers


80



248   Our
    digital marketing solutions business
    For the Years Ended December 31,2007

2008

2009

2010Number of automaker customers


9



10



10



12Number of recurring automaker customers


9



9



10



10   Competition
    pcauto.com.cn autohome.com.cn pcauto.com.cn autohome.com.cn
  51auto.com hx2car.com
    Regulation
  Regulations
    on Value-added Telecommunications Business
   44




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Regulations
    on Internet Information Services
        Regulations
    on Online Cultural Services
   45




---



##### Table of Contents



Regulations
    on Internet Publishing
      Regulations
    on Internet News Releasing Service
      Regulations
    on Internet Audio-Video Programs and Radio and Television
    Program Production
   46




---



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Regulations
    on Internet Mapping Services
    Regulations
    on Foreign Investment in Telecommunications
    Enterprises
     47




---



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Regulation
    of Advertising Content
       48




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Limitations
    on Foreign Ownership in the Advertising Industry
    
    The Catalogue for Guiding Foreign Investment in Industry (as
    amended in 2007);
    The Measures on Administration for Foreign-invested Advertising
    Enterprises (as amended in 2008); and
    The Notice Regarding Investment in the Advertising Enterprises
    by Foreign Investors through Equity Acquisitions (2006).      Regulations
    on Foreign Exchange Registration of Overseas Investment by PRC
    Residents.
       49




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Regulations
    on Employee Stock Options Granted by Listed
    Companies
  and/or
   50




---



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SPV
    Regulation and Overseas Listings
    Employment
    Laws
      Regulations
    on Foreign Currency Exchange
   51




---



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Regulations
    on Dividend Distribution
    PRC
    Enterprise Income Tax Law
  high-and-new-technology
   52




---



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53




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C.  Organizational
    Structure
    
    (1)
    
    Bin Li and Weihai Qu hold 80% and 20% equity interest in CIG,
    respectively. 54




---



##### Table of Contents



(2)
    
    Bin Li and Weihai Qu hold 80% and 20% equity interest in BBIT,
    respectively.(3)
    
    Guang Chen, Jinsong Zhu, Shengde Wang, Rong Xiao, Aiping Xu,
    Xiaodong Hu, Xiangyu Chen and Jun Xia hold 16%, 16%, 16%, 16%,
    16%, 8%, 6% and 6% equity interest in BEAM, respectively.(4)
    
    Beijing Bitauto Interactive Advertising Company Limited is 75%
    owned by CIG and 25% owned by BBIT.(5)
    
    Beijing You Jie Information Company Limited is 80% owned by CIG
    and 20% owned by BBIT.(6)
    
    You Jie Wei Ye (Beijing) Culture Media Company Limited is 80%
    owned by CIG and 20% owned by BBIT.(7)
    
    Beijing BitOne Technology Company Limited is 80% owned by BBIT
    and 20% owned by CIG.  D.  Property,
    Plants and Equipment
    ITEM 4A.
    UNRESOLVED
    STAFF COMMENTS    ITEM 5.
    OPERATING
    AND FINANCIAL REVIEW AND PROSPECTS  A.  Operating
    Results
  You should read the following discussion and analysis of our
    financial condition and results of operations in conjunction
    with our consolidated financial statements and the related notes
    included elsewhere in this annual report. This discussion
    contains forward-looking statements that involve risks and
    uncertainties. Our actual results and the timing of selected
    events could differ materially from those anticipated in these
    forward-looking statements as a result of various factors,
    including those set forth under Risk Factors and
    elsewhere in this annual report.
  Overview
  bitauto.com ucar.cn up-to-date bitauto.com ucar.cn
    
    new automobile dealer subscription fees from our bitauto.com
    business for our customized dealer subscription service packages;
    advertising fees from our bitauto.com website through selling
    advertisements to automakers and dealers;
    used automobile dealer listing fees from our ucar.cn business;
    advertising fees from our ucar.cn website through selling
    advertisements mainly to automakers with certified pre-owned
    automobile programs and dealers; 55




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
    service fees paid for our integrated one-stop digital marketing
    solutions, which include website creation and maintenance,
    online advertising agent services, public relations and
    marketing campaigns; and
    performance-based rebates from our media vendors.      Factors
    Affecting Our Results of Operation
    Development of Chinas automotive
    industry.
  Growth in online advertising spending by Chinas
    automobile dealers and automakers.
  Market penetration of our bitauto.com
    business. bitauto.com bitauto.com bitauto.com
 56




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Development of Chinas used automobile
    market. ucar.cn ucar.cn
  Expansion of customer base for our digital marketing
    solutions business. and/or
  Key
    Components of Results of Operations
  Revenues
    For the Year Ended December 31,2008


2009


2010RMB


%


RMB


%


RMB


$


%(In thousands, except percentages)bitauto.com business


133,447



55.8



159,288



54.3



291,128



44,110



63.5ucar.cn business


7,297



3.1



12,224



4.2



19,013



2,881



4.2Digital marketing solutions business


98,234



41.1



121,801



41.5



147,964



22,419



32.3Total revenues


238,978



100.0



293,313



100.0



458,105



69,410



100.0   Our
    bitauto.com business
  bitauto.com
   57




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bitauto.com bitauto.com bitauto.com bitauto.com bitauto.com bitauto.com bitauto.com
  Our
    ucar.cn business
  ucar.cn ucar.cn ucar.cn ucar.cn
  ucar.cn
  Our
    digital marketing solutions business
    Cost
    of Revenues
   58




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For the Year Ended December 31,2008


2009


2010RMB


%


RMB


%


RMB


$


%(In thousands, except percentages)Total revenues


238,978



100.0



293,313



100.0



458,105



69,410



100.0Cost of revenues:bitauto.com business


37,643



15.8



57,734



19.7



79,792



12,089



17.5ucar.cn business


14,702



6.2



16,717



5.7



27,475



4,163



6.0Digital marketing solutions business


21,879



9.2



31,295



10.7



41,434



6,278



9.0Total cost of revenues


74,224



31.2



105,746



36.1



148,701



22,530



32.5   Selling
    and Administrative Expenses
    
    salaries and benefits for the sales and marketing personnel and
    administrative personnel;
    marketing expenses we incurred to promote our brand image
    through various events such as automotive exhibitions and
    industry forums;
    office expenses for our daily operations, and traveling and
    communication expenses;
    operating lease expenses for our headquarters in Beijing and
    office space in various other cities;
    share-based payments mainly arising from the 2006 Plan and the
    2010 Plan;
    provision for bad debts;
    depreciation and amortization; and
    others that include stamp duties, professional fees, training
    fees and delivery costs.    For the Year Ended December 31,2008


2009


2010RMB


%


RMB


%


RMB


$


%(In thousands, except percentages)Total revenues


238,978



100.0



293,313



100.0



458,105



69,410



100.0Selling and administrative expenses:Salaries and benefits


40,127



16.8



49,290



16.8



83,463



12,647



18.2Marketing expenses


28,403



11.9



47,090



16.1



73,157



11,084



16.0Office expenses


14,119



5.9



11,072



3.8



18,988



2,877



4.1Operating lease expenses


8,685



3.6



9,065



3.1



17,478



2,648



3.8Share-based payment


794



0.3



292



0.1



7,510



1,138



1.6Provision for bad debts


1,386



0.6



1,649



0.6



635



96



0.1Depreciation and amortization


1,492



0.6



2,920



1.0



6,322



958



1.4Others


4,945



2.1



3,890



1.3



4,449



674



1.0Total selling and administrative expenses


99,951



41.8



125,268



42.8



212,002



32,122



46.2  59




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Product
    Development Expenses
    Changes
    in Fair Value of the Derivative Component of Convertible
    Preference Shares and Fair Value of Convertible Promissory
    Notes
  marked-to-market Series D-1
  Series D-1
  For the Year Ended December 312008


2009


2010RMB


RMB


RMB(In thousands)Derivative component of Series A, B and C convertible
    preferences shares:Opening balance


245,639



180,338



186,601Changes in fair value of derivative component of convertible
    preference shares recorded in profit or loss


(50,295
)


6,437



1,004,876Automatically converted to ordinary shares on November 17,
    2010










(1,168,693
)Foreign exchange reserve


(15,006
)


(174
)


(22,784
)Closing balance


180,338



186,601



Series D-1
    and D-2 convertible preference shares at fair value:Opening balance










150,809Series D-1
    and D-2 shares issued on July 8, 2009 and
    July 20, 2009, respectively






124,054



Changes in fair value of
    Series D-1
    and D-2 convertible preference shares






26,868



265,826Automatically converted to ordinary shares on November 17,
    2010










(407,945
)Foreign exchange reserve






(113
)


(8,690
)Closing balance






150,809



 60




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For the Year Ended December 312008


2009


2010RMB


RMB


RMB(In thousands)Convertible promissory notes:Opening balance






42,744



Convertible promissory notes issued during the year


34,265







Changes in fair value recorded in profit or loss


8,709



(680
)


Converted to
    Series D-2
    convertible preference shares on July 20, 2009






(42,064
)


Foreign exchange reserve


(230
)






Closing balance


42,744







     Finance
    costs on convertible preference shares
    Taxation
      high-and-new-technology
   61




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Foreign
    Currency Exchange Difference
    Internal
    Control over Financial Reporting
      
    we established an internal audit function in March 2009 and
    currently have three staff members in this function;
    we have established an audit committee with three members;
    we have established internal audit and accounting policies and
    procedures; and 62




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
    we have hired one of the major international public accounting
    firms to assist the Company in designing and executing our
    internal audit and accounting policies and procedures to comply
    with the requirements of Section 404.    
    providing training to our tax and finance personnel to improve
    their knowledge of IFRS and SEC reporting requirements;
    developing, communicating and implementing a comprehensive
    accounting policy and procedure with full coverage on recurring
    and non-recurring and complex transactions; and
    establishing effective monitoring and oversight controls for our
    financial statement closing process.  Form 20-F
  Critical
    Accounting Policies
      Revenue
    Recognition
  Revenue set-up,
 63




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New automobile dealer subscription
    services.
  Used automobile listing services.
  Advertising services. bitauto.com ucar.cn
  Advertising agent services.
  Fair
    Value of Financial Instruments
    Share-based
    Payments
    and/or
   64




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Fair
    value of equity
     65




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
    no material changes will occur in the applicable future periods
    in the existing political, legal, fiscal or economic conditions
    and in the automotive advertising industry in China;
    no material changes will occur in the current taxation law in
    China and the applicable tax rates will remain unchanged;
    exchange rates and interest rates in the applicable future
    periods will not differ materially from the current rates;
    our future growth will not be constrained by lack of funding;
    we have the ability to retain competent management and key
    personnel to support our ongoing operations; and
    industry trends and market conditions for the advertising and
    related industries will not deviate significantly from current
    forecasts.       66




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
    operate in the same or similar businesses;
    have a trading history comparable to the remaining life of our
    share options as of each valuation date; and
    either have operations in China, as we only operate in China, or
    be market players in the United States, as we are a public
    company in the United States      Fair
    value of our ordinary shares
      
    In July 2009, we issued
    Series D-1
    preferred shares and raised additional capital of
    $12 million;
    The proximity of our IPO in 2010 and continuous improvement in
    capital market sentiment increased the liquidity of our equity
    securities. As a result, we lowered the discount for lack of
    marketability applied for valuation of our equity from 30.0% as
    of December 31, 2008 to 24.0% as of December 31,
    2009; and
    The discount rate used for valuation of our equity securities
    decreased from 24.5% as of December 31, 2008 to 20.0% as of
    December 31, 2009 due to the combined effect of
    (i) the continuous growth of our business and company size;
    (ii) the proximity to our initial public offering in 2010;
    (iii) the continuous improvement in overall market
    conditions and capital market sentiment; and
    (iv) additional financing obtained through the issuance of
    preferred shares. We believed that these factors lowered our
    overall inherent risk and market participants required
    rate of return for investing in our equity securities, decreased
    our estimated cost of capital and hence the discounted rate
    applied for valuing our equity. 67




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##### Table of Contents



Fair
    value of share options
    The 2006 PlanThe 2006 Plan

Vesting Period ofVesting Period of

4 Years and the 2010The 2006 Plan

3 Years

Plan

The 2010 PlanGrant date

December 31, 2006

December 28, 2010

December 28, 2010

February 8, 2010Fair value per share

$0.91

$10.16

$10.16

$3.02Exercise price per share

$0.40

$10.20

$10.20

$3.20Risk-free interest rate of return

5.13%

3.58%

3.58%

3.62%Dividend yield

0

0

0

0Expected volatility

33.0%

68.54%

68.54%

59.8%Weighted-average fair value per option granted

$1.46

$5.08

$5.36

$3.60     Fair
    value of convertible preference shares and convertible
    promissory notes
  Convertible
    preference shares
  marked-to-market
    Series D-1 Series D-2 Series D-1 Series D-2
  Convertible
    promissory notes
   68




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##### Table of Contents



Series D-2
  Fair
    value estimates
    December 31,


December 31,2008


2009Total fair value of equity ($ million)


78.2



95.4Expected volatility


58.7
%


61.9
%Dividend yield


0



0Risk-free rate


3.2
%


2.8
%     Income
    taxes
       69




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##### Table of Contents



Goodwill
    and intangible assets with indefinite lives
          
    Budgeted gross margins.  The basis used to
    determine the value assigned to the budgeted gross margins is
    the average gross margins achieved in the year immediately
    before the budget year, increased for expected efficiency
    improvements.
    Discount rates.  The discount rates applied to
    the cash flow projections ranged from 20% to 22% and cash flows
    beyond the five-year period are extrapolated using growth rates
    of 3%. The discount rates used are pre-tax interest rates and
    reflect specific risks relating to the relevant units.    Intangible
    assets with finite lives
     70




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##### Table of Contents



Discontinued
    Operations
      For the Year Ended December 31,2008


2009


2010RMB


RMB


RMB


$(In thousands)Discontinued OperationsRevenue


132,193



125,407



32,896



4,984Cost of revenue


(103,060
)


(99,548
)


(31,579
)


(4,785
)Gross profit


29,133



25,859



1,317



199Expenses


(72,352
)


(75,447
)


(28,709
)


(4,350
)Interest income


103



50







Other (expenses)/income


(718
)


(1,374
)


327



50Loss before tax from discontinued operations


(43,834
)


(50,912
)


(27,065
)


(4,101
)Income tax expense


(4,064
)


(3,400
)


(24,245
)


(3,674
)Loss from discontinued operations


(47,898
)


(54,312
)


(51,310
)


(7,775
)  71




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##### Table of Contents



Results
    of Operations
    For the Year Ended December 31,2008


2009


2010RMB


RMB


RMB


$(In thousands)Continuing OperationsRevenue


238,978



293,313



458,105



69,410Cost of revenue


(74,224
)


(105,746
)


(148,701
)


(22,530
)Gross profit


164,754



187,567



309,404



46,880Selling and administrative
    expenses(1)


(99,951
)


(125,268
)


(212,002
)


(32,122
)Product development expenses


(14,437
)


(17,090
)


(29,778
)


(4,512
)Operating profit


50,366



45,209



67,624



10,246Other income


4,180



595



5,358



812Other expenses


(1,267
)


(1,168
)


(1,346
)


(204
)Changes in fair value of derivative component of convertible
    preference shares


50,295



(33,305
)


(1,270,702
)


(192,531
)Changes in fair value of convertible promissory notes


(8,709
)


680







Interest income


636



373



618



94Interest expense










(993
)


(150
)Finance costs on convertible preference shares


(10,748
)


(14,917
)


(9,355
)


(1,417
)Profit/(loss) before tax from continuing operations


84,753



(2,533
)


(1,208,796
)


(183,150
)Income tax expense


(439
)


(3,503
)


(13,185
)


(1,998
)Profit/(loss) from continuing operations


84,314



(6,036
)


(1,221,981
)


(185,148
)Other Financial Data: Non-GAAP profit from continuing
    operations(2)


54,270



41,798



70,348



10,660     (1)
    
    Including share-based payments of RMB0.8 million,
    RMB0.3 million, and RMB7.5 million ($1.1 million)
    in 2008, 2009 and 2010, respectively and including
    non-capitalized initial public offering expenses of
    RMB4.8 million ($0.7 million) in 2010.(2)
    
    For a reconciliation of our non-GAAP profit from continuing
    operations to the IFRS (loss)/profit from continuing operations,
    see page 5 of this annual report.  Year
    Ended December 31, 2010 Compared to Year Ended
    December 31, 2009
  Revenue.
  Our bitauto.com business.
 72




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##### Table of Contents



bitauto.com bitauto.com
  Our ucar.cn business. ucar.cn
  Our digital marketing solutions
    business.
  Cost of Revenue.
  Our bitauto.com business.
  Our ucar.cn business. ucar.cn
  Our digital marketing solutions business.
  Gross Profit.
  Selling and Administrative
    Expenses.
  Salaries and benefits.
  Marketing expenses.
 73




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##### Table of Contents



Office expenses.
  Operating lease expenses.
  Product Development Expenses.
  Changes in Fair Value of Derivative Component of
    Convertible Preference Shares. Series D-1
  Income Tax (Expense)/Benefit.
  (Loss)/Profit from Continuing
    Operations.
  Non-GAAP Profit from Continuing
    Operations.
  Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
  Revenue.
  Our bitauto.com business. bitauto.com
  Our ucar.cn business. ucar.cn
 74




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##### Table of Contents



ucar.cn ucar.cn
  Our digital marketing solutions
    business.
  Cost of Revenue.
  Our bitauto.com business. bitauto.com
  Our ucar.cn business. ucar.cn
  Our digital marketing solutions business.
  Gross Profit.
  Selling and Administrative
    Expenses.
  Salaries and benefits.
  Marketing expenses.
  Office expenses.
 75




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##### Table of Contents



Operating lease expenses.
  Product Development Expenses.
  Changes in Fair Value of Derivative Component of
    Convertible Preference Shares. Series D-1
  Income Tax (Expense)/Benefit.
  (Loss)/Profit for the Year from Continuing
    Operations.
  Non-GAAP Profit from Continuing
    Operations.
  Inflation
  year-over-year
  Recent
    Accounting Pronouncements
  New
    Standards, Amendments and Interpretations to Existing Standards
    Adopted by Us
    IFRS 2 Share-based Payment
    IAS 39 Financial Instruments:  Recognition and
    Measurement  Eligible Hedged Items
 76




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##### Table of Contents



Improvements
    to IFRS
    IFRS 1 First-time Adoption of International Financial
    Reporting Standards;
  IFRS 3 Business Combinations;
  IFRS 7 Financial Instruments:  Disclosures;
  IAS 1 Presentation of Financial Statements;
  IAS 27 Consolidated and Separate Financial Statements;
  IAS 34 Interim Financial Reporting; and
  IFRIC 13 Customer Loyalty Programmes
  New
    Standards, Amendments and Interpretations to Existing Standards
    Not Yet Adopted by Us
    Effective
    for the 2011 financial year
  IFRIC 14, Prepayments of a Minimum Funding Requirement
    (Amendment).
  IFRIC 19, Extinguishing Financial Liabilities with Equity
    Instruments.
  IAS 24, Related Party Disclosures
    (amendments).
  IAS 32, Financial Instruments: Presentation 
    Classification of Rights Issues (Amendment).
 77




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##### Table of Contents



Effective
    for the 2012 financial year
  IFRS 7, Financial Instruments: Disclosures
    (Amendments).
  Effective
    for the 2013 financial year
  IFRS 9, Financial Instruments (Phase I).
        B.
    Liquidity
    and Capital Resources   78




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##### Table of Contents



For the Year Ended December 31,2008


2009


2010RMB


RMB


RMB


$(In thousands)Net cash (used in)/from operating activities


(34,919
)


3,161



14,510



2,198Net cash used in investing activities


(38,125
)


(31,134
)


(17,955
)


(2,720
)Net cash from financing activities


20,255



77,896



656,277



99,436Net (decrease)/increase in cash and cash equivalents


(52,789
)


49,923



652,832



98,914Net foreign exchange difference


252



95



(286
)


(43
)Cash and cash equivalents at beginning of the period


153,114



100,577



150,595



22,817Cash and cash equivalents at the end of the period


100,577



150,595



803,141



121,688   Operating
    Activities
     79




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##### Table of Contents



Investing
    Activities
          Financing
    Activities
    Series D-1
   80




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##### Table of Contents



Trade
    Receivables and Payables
      Capital
    Expenditures
      C.  Research
    and Development, Patents and Licenses, Etc.
  Intellectual
    Property
  
 81




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##### Table of Contents



D.  Trend
    Information
    E.  Off-balance
    Sheet Arrangements
    F.  Tabular
    Disclosure of Contractual Obligations
    Payment Due by PeriodLess Than

1-3

3-5

More ThanTotal

1 Year

Years

Years

5 Years(In thousands of RMB)Operating lease
    obligations(1)


41,517



13,554



19,478



8,485


     (1)
    
    Operating lease obligations are primarily related to the lease
    of office space. These leases have terms ranging from one to
    five years and are renewable upon negotiation. During 2010, our
    operating lease obligations increased to RMB41.5 million as
    a result of additional office space leased for our headquarters
    in Beijing for a five-year lease term.  G.  Safe
    Harbor
   82




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##### Table of Contents



ITEM 6.
    DIRECTORS,
    SENIOR MANAGEMENT AND EMPLOYEES  A.  Directors
    and Senior Management
    Directors and Executive Officers

Age

Position/TitleBin Li


36



Chairman of the Board of Directors, Chief Executive OfficerJingning Shao


40



Director, PresidentWeihai Qu


36



Director, Senior Vice PresidentErhai Liu


42



Independent DirectorRuby Lu


41



DirectorYu Long


39



Independent DirectorSidney Xuande Huang


45



Independent DirectorXuan Zhang


36



Chief Financial Officer   Mr. Bin Li E-Commerce
  Mr. Jingning Shao editor-in-chief
  Mr. Weihai Qu
  Mr. Erhai Liu
  Ms. Ruby Lu
 83




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##### Table of Contents



E-Commerce e-commerce
  Ms. Yu Long
  Mr. Sidney Xuande Huang co-president e-commerce
  Mr. Xuan Zhang
  B.
    Compensation
    of Directors and Executive Officers    Employment
    Agreements
   84




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##### Table of Contents



Share
    Incentives
  2006
    Stock Incentive Plan
      ExerciseNumber of

PriceName

Shares

($/Share)

Date of Grant

Date of Expiration

Vesting ScheduleSidney Xuande Huang


93,750



10.20


December 28, 2010

December 28, 2020

3 yearsOther individuals as a group


737,262.5
(1)


10.20


December 28, 2010

December 28, 2020

3 years or 4 years     (1)
    
    As of March 31, 2011, certain employees terminated their
    services with us and accordingly forfeited options related to
    16,250 shares granted to them under the 2006 Plan.    Types of awards.
  Plan Administration.
  Award Agreement. 180-day lock-up
  Evidence of Award.
  Eligibility.
 85




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##### Table of Contents



Acceleration of Awards upon Change in Control of the
    Company.
  Exercise Price and Term of Awards.
  Vesting Schedule.
  Transfer Restrictions.
  Termination of the 2006 Stock Incentive
    Plan.
  2010
    Stock Incentive Plan
      ExerciseNumber of

Price





VestingName

Shares

($/Share)

Date of Grant

Date of Expiration

ScheduleBin Li


50,000



10.20


December 28, 2010

December 28, 2020

4 yearsJingning Shao


375,000



3.20


February 8, 2010

February 8, 2020

4 yearsJingning Shao


125,000



10.20


December 28, 2010

December 28, 2020

4 yearsXuan Zhang


350,000



3.20


February 8, 2010

February 8, 2020

(2)Xuan Zhang


50,000



10.20


December 28, 2010

December 28, 2020

4 yearsOther individuals as a group


717,500
(1)


3.20


February 8, 2010

February 8, 2020

4 yearsOther individuals as a group


364,487.5



10.20


December 28, 2010

December 28, 2020

4 years     (1)
    
    As of March 31, 2011, certain employees terminated their
    services with us and accordingly forfeited options related to
    867,500 shares granted to them under the 2010 Plan.(2)
    
    25% vested on December 31, 2010, 37.5% to be vested on
    December 31, 2011 and 37.5% to be vested on
    December 31, 2012.      Types of awards.
 86




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##### Table of Contents



Plan Administration.
  Award Agreement. 180-day lock-up
  Evidence of Award.
  Eligibility.
  Acceleration of Awards upon Change in Control of the
    Company.
  Exercise Price and Term of Awards.
  Vesting Schedule.
  Transfer Restrictions.
  Termination of the 2010 Stock Incentive
    Plan.
  C.
    Board
    Practices    Committee
    of the Board of Directors
   87




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##### Table of Contents



Audit Committee. Rule 10A-3
  
    selecting the independent auditors and pre-approving all
    auditing and non-auditing services permitted to be performed by
    the independent auditors;
    reviewing with the independent auditors any audit problems or
    difficulties and managements response;
    reviewing and approving past or proposed related party
    transactions;
    reviewing the annual audited financial statements with
    management and the independent auditors;
    reviewing major issues as to the adequacy of our internal
    controls and any special audit steps adopted in light of
    material control deficiencies; and
    meeting separately and periodically with management and the
    independent auditors.  Duties of
    Directors
    Terms of
    Directors and Officers
    D.
    Employees    Number ofFunctional Area

Employees


% of TotalSales, marketing and customer support


693



53.7Editorial and creative


279



21.6Product development


207



16.0General and administrative


111



8.7Total


1,290



100.0    88




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##### Table of Contents



E.
    Share
    Ownership    
    each of our directors and executive officers;
    each person known to us to own beneficially more than 5% of our
    ordinary shares; and
    each selling shareholder.    Shares Beneficially OwnedNumber


%Directors and Executive Officers:Bin Li(1)


9,798,962.5



23.7Jingning Shao


*



*Weihai
    Qu(2)


9,798,962.5



23.7Erhai
    Liu(3)


4,056,235



9.8Yuan
    Shuan(4)


2,012,210



4.9Ruby Lu(5)


7,216,770



17.5Yu Long(6)


3,484,345



8.4Xuan Zhang


*



*Jinsong Zhu


*



*All Directors and Executive Officers as a group


26,568,522.5



64.3Principal Shareholders:Proudview
    Limited(7)


9,798,962.5



23.7DCM IV, L.P. and DCM Affiliates Fund IV,
    L.P.(8)


7,216,770



17.5LC
    Fund II(9)


4,056,235



9.8Bertelsmann Asia Investment
    AG(10)


3,484,345



8.4     *
    
    Less than 1% of our total outstanding shares.(1)
    
    Includes 9,798,962.5 ordinary shares owned by Proudview Limited,
    a British Virgin Islands company owned by Mr. Bin Li.
    Mr. Li is a director of Proudview Limited. The business
    address of Mr. Li is New Century Hotel Office Tower, 6/F,
    No. 6 South Capital Stadium Road, Beijing, China, 100044.(2)
    
    Includes 9,798,962.5 ordinary shares owned by Proudview Limited,
    a British Virgin Islands company owned by Mr. Weihai Qu and
    Mr. Bin Li. The business address of Mr. Qu is New
    Century Hotel Office Tower, 6/F, No. 6 South Capital
    Stadium Road, Beijing, China, 100044.(3)
    
    Includes 4,056,235 ordinary shares held by LC Fund II.
    Mr. Liu is the director of our company appointed by LC
    Fund II. Mr. Liu disclaims beneficial ownership with
    respect to the above shares except to the extent of his
    pecuniary interest therein. The business address for
    Mr. Liu is 10/F, Tower A, Raycom InfoTech Park, No. 2
    Kexueyuan Nan Lu, Zhongguancun, Haidian District, Beijing,
    China, 100080.(4)
    
    Includes 2,012,210 ordinary shares held by NVCC Chinese New
    Stars I Partnership. Mr. Shuan disclaims beneficial
    ownership with respect to the above shares except to the extent
    of her pecuniary interest therein. The business address of
    Mr. Shuan is ParkAxis ShibuyaJinnan 1202, 6-20 Udagawa-cho,
    Shibuya-ku, Tokyo
    150-0042
    Japan. 89




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##### Table of Contents



(5)
    
    Includes 7,037,792.5 ordinary shares held by DCM IV, L.P., and
    178,977.5 ordinary shares held by DCM Affiliates Fund IV,
    L.P. Ms. Ruby Lu is the director of our company appointed
    by DCM IV, L.P. and DCM Affiliates Fund IV, L.P.
    Ms. Lu disclaims beneficial ownership with respect to the
    above shares except to the extent of her pecuniary interest
    therein. The business address of Ms. Lu is 2420 Sand Hill
    Road, Suite 200, Menlo Park, CA 94025, the United States.(6)
    
    Includes 3,484,345 ordinary shares held by Bertelsmann Asia
    Investment AG. Ms. Yu Long is the director of our company
    appointed by Bertelsmann Asia Investment AG. Ms. Long
    disclaims beneficial ownership with respect to the above shares
    except to the extent of her pecuniary interest therein. The
    business address of Ms. Long is Units
    2804-2805,
    SK Tower 6A Jianguomenwai Avenue, Chaoyang District, Beijing,
    China, 100022.(7)
    
    Proudview Limited is a British Virgin Islands company and is
    79.6% owned by Mr. Bin Li and 20.4% owned by five PRC
    natural persons. Mr. Li has sole voting and investment
    power over all the shares held by Proudview Limited. The
    business address of Mr. Li is New Century Hotel Office
    Tower, 6/F, No. 6 South Capital Stadium Road, Beijing,
    China, 100044.(8)
    
    Includes 7,037,792.5 ordinary shares held by DCM IV, L.P., and
    178,977.5 ordinary shares held by DCM Affiliates Fund IV,
    L.P. The general partner of DCM IV, L.P. and DCM Affiliates Fund
    IV, L.P. is DCM Investment Management IV, L.P., whose general
    partner is DCM International IV, Ltd. DCM International IV,
    Ltd., through DCM Investment Management IV, L.P., has sole
    voting and investment power over these shares, and such voting
    and investment power is exercised by K. David Chao, Dixon R.
    Doll, Peter W. Moran and Thomas Blaisdell, the directors of DCM
    International IV, Ltd. Each of the directors disclaims
    beneficial ownership of the shares held by DCM IV, L.P. and DCM
    Affiliates Fund IV, L.P., except to the extent of each
    persons pecuniary interest therein. The business address
    of DCM IV, L.P. and DCM Affiliates Fund IV, L.P. is 2420
    Sand Hill Road, Suite 200, Menlo Park, CA 94025, the United
    States.(9)
    
    LC Fund II is a Cayman Islands fund 63.46% owned by
    Right Lane Limited, which is wholly owned by Legend Holdings
    Ltd., a limited liability company organized under the laws of
    the PRC. Legend Holdings Ltd. is 36% owned by the Chinese
    Academy of Science, 35% owned by the Employees
    Shareholding Society of Legend Holdings Limited, and 29% owned
    by China Oceanwide Holdings Group Co., Ltd. Legend Holdings Ltd.
    has sole voting and investment power over these shares, and such
    power is exercised by Chuanzhi Liu, Maicun Deng, Zhiqiang Lu,
    Maochao Zeng and Linan Zhu, the directors of Legend Holdings
    Ltd. The business address for LC Fund II is 10/F, Tower A,
    Raycom InfoTech Park, No. 2 Kexueyuan Nan Lu, Zhongguancun,
    Haidian District, Beijing, China, 100080.(10)
    
    Bertelsmann AG is the indirect beneficial owner of 3,484,345
    ordinary shares which are held directly by its wholly-owned
    subsidiary Bertelsmann Asia Investments AG. Bertelsmann Asia
    Investment AG is an investment fund used to finance
    Bertlesmanns strategic investments. Bertelsmann Stiftung
    owns 80.9% of the shares of Bertelsmann AG and the Mohn family
    directly owns the remaining 19.1% of the shares of Bertelsmann
    AG. The Bertelsmann Verwaltungsgesellschaft, controls
    Bertelsmann AG through intermediate shareholding companies. The
    business address for Bertelsmann Asia Investment AG is
    Dammstrasse 19, 6300 Zug, Switzerland.    ITEM 7.
    MAJOR
    SHAREHOLDERS AND RELATED PARTY TRANSACTIONS  A.
    Major
    Shareholders   90




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##### Table of Contents



B.
    Related
    Party Transactions  Convertible
    Preference Shares and Convertible Promissory Notes
        Series D-1
  Series D-2
    Contractual
    Arrangements with our PRC Special Purpose Entities and Their
    Shareholders
    Shareholders
    Agreements
  Form F-3
  Series D-1 Form F-3
 91




---



##### Table of Contents



Transactions
    with Entities Controlled by Certain Directors, Officers and
    Shareholders
          Loans
    Extended to Certain Directors and Officers and Entities
    Controlled by Certain Directors, Officers and
    Shareholders
    Employment
    Agreements
    Share
    Incentives
      C.  Interests
    of Experts and Counsel
    ITEM 8.
    FINANCIAL
    INFORMATION  A.
    Consolidated
    Statements and Other Financial Information    Legal and
    Administrative Proceedings
   92




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##### Table of Contents



Dividend
    Policy
          B.
    Significant
    Changes    ITEM 9.
    THE
    OFFER AND LISTING  A.
    Offering
    and Listing Details    B.
    Plan
    of Distribution   93




---



##### Table of Contents



C.
    Markets    Trading PriceHigh

LowUS$

US$2010Fourth Quarter of 2010 (from November 17, 2010)


14.39



8.11November 2010 (from November 17, 2010)


14.39



11.55December 2010


13.25



8.112011First Quarter of 2011


12.71



8.35January 2011


11.45



8.35February 2011


11.42



9.00March 2011


12.71



10.41April 2011


12.20



9.71May 2011 (through May 6, 2011)


10.29



9.22   D.
    Selling
    Shareholders    E.
    Dilution    F.
    Expenses
    of the Issue    ITEM 10.
    ADDITIONAL
    INFORMATION  A.
    Share
    Capital    B.
    Memorandum
    and Articles of Association    Registered
    Office and Objects
   94




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##### Table of Contents



Board of
    Directors
  Employees  C. Board
  Ordinary
    Shares
  General.
  Dividends.
  Voting Rights.
    Transfer of Shares.
    Liquidation.
 95




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##### Table of Contents



paid-up
  Redemption of Shares.
  Variations of Rights of Shares. pari passu
  Inspection of Books and Records.
  Anti-Takeover Provisions.
  
    authorize our board of directors to issue preference shares in
    one or more series and to designate the price, rights,
    preferences, privileges and restrictions of such preference
    shares without any further vote or action by our shareholders;
    limit the ability of shareholders to call special meetings of
    shareholders; and
    divide our board of directors into three classes of directors
    serving staggered three year terms.    General Meetings of
    Shareholders.
  C.
    Material
    Contracts    Form 20-F.
 96




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##### Table of Contents



D.
    Exchange
    Controls    E.
    Taxation  Form 20-F,
  Cayman
    Islands Taxation
    Governor-in-Council:
        Peoples
    Republic of China Taxation
   97




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##### Table of Contents



Material
    United States Federal Income Tax Considerations
  mark-to-market non-United non-United
  General
     98




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##### Table of Contents



Passive
    Foreign Investment Company Considerations
  non-United
         99




---



##### Table of Contents



Dividends
  non-United
      Sale
    or Other Disposition of ADSs or Ordinary Shares
   100




---



##### Table of Contents



Passive
    Foreign Investment Company Rules
  mark-to-market
  
    excess distribution or gain will be allocated ratably over the
    U.S. Holders holding period for the ADSs or ordinary
    shares;
    amounts allocated to the current taxable year and any taxable
    years in the U.S. Holders holding period prior to the
    first taxable year in which we are classified as a PFIC, or a
    pre-PFIC year, will be taxable as ordinary income;
    amounts allocated to each prior taxable year, other than the
    current taxable year or a pre-PFIC year, will be subject to tax
    at the highest tax rate in effect applicable to the
    U.S. Holder for that year; and
    interest charge generally applicable to underpayments of tax
    will be imposed on the tax attributable to each prior taxable
    year, other than the current taxable year or a pre-PFIC year.  non-United non-United
  mark-to-market mark-to-market mark-to-market mark-to-market mark-to-market mark-to-market mark-to-market mark-to-market mark-to-market
  mark-to-market de minimis mark-to-market
 101




---



##### Table of Contents



mark-to-market
    mark-to-market
  Information
    Reporting and Backup Withholding
  Form W-9.
      F.
    Dividends
    and Paying Agents   102




---



##### Table of Contents



G.
    Statement
    by Experts    H.
    Documents
    on Display  Form F-1
  Form 20-F 1-800-SEC-0330.
    A.
    Subsidiary
    Information    ITEM 11.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Foreign
    Exchange Risk
     103




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##### Table of Contents



Interest
    Risk
      ITEM 12.
    DESCRIPTION
    OF SECURITIES OTHER THAN EQUITY SECURITIES  A.  Debt
    Securities
    B.  Warrants
    and Rights
    C.  Other
    Securities
    D.  American
    Depositary Shares
  Fees and
    Charges our ADS Holders May Have to Pay
    Service

Fees   Issuance of ADSs

Up to U.S.5¢ per ADS issued   Cancellation of ADSs

Up to U.S.5¢ per ADS canceled   Distribution of cash dividends or other
    cash distributions

Up to U.S.5¢ per ADS held   Distribution of ADSs pursuant to stock
    dividends, free stock distributions or exercise of rights.

Up to U.S.5¢ per ADS held   Distribution of securities other than
    ADSs or rights to purchase additional ADSs

Up to U.S.5¢ per ADS held   Depositary services

Up to U.S.5¢ per ADS held on the applicable record date(s)
    established by the depositary bank   Transfer of ADSs

U.S.$1.50 per certificate presented for transfer     
    fees for the transfer and registration of ordinary shares
    charged by the registrar and transfer agent for the ordinary
    shares in the Cayman Islands ( i.e. upon deposit and withdrawal
    of ordinary shares);
    expenses incurred for converting foreign currency into
    U.S. dollars;
    expenses for cable, telex and fax transmissions and for delivery
    of securities; 104




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##### Table of Contents




    taxes and duties upon the transfer of securities ( i.e. when
    ordinary shares are deposited or withdrawn from
    deposit); and
    fees and expenses incurred in connection with the delivery or
    servicing of ordinary shares on deposit.          Fees and
    Other Payments Made by the Depositary to Us
    PART II
  ITEM 13.
    DEFAULTS,
    DIVIDEND ARREARAGES AND DELINQUENCIES    ITEM 14.
    MATERIAL
    MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
    PROCEEDS    Form F-1, 333-170238)
   105




---



##### Table of Contents



ITEM 15.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e) Rule 13a-15(b)
  Managements
    Annual Report on Internal Control over Financial
    Reporting
    Changes
    in Internal Control Over Financial Reporting
    Form 20-F
  
    we established an internal audit function in March 2009 and
    currently have four staff members in this function; and
    we have established internal audit and accounting policies and
    procedures.    
    we have established an audit committee with three members that
    are independent; and
    we have hired one of the major international public accounting
    firms to assist us in designing and executing our internal audit
    and accounting policies and procedures to comply with the
    requirements of Section 404. 106




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##### Table of Contents



ITEM 16.
    [RESERVED]  ITEM 16A.
    AUDIT
    COMMITTEE FINANCIAL EXPERT  Rule 10A-3
  ITEM 16B.
    CODE
    OF ETHICS  http://ir.bitauto.com.
  ITEM 16C.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    For the Year EndedDecember 31,2009

2010(In US$ thousands)Audit
    fees(1)






303Audit-related
    fees(2)






1,312Tax
    fees(3)






     (1)
    
    Audit fees means the aggregate fees billed for
    professional services rendered by our independent registered
    public accounting firm for the audit of our annual financial
    statements and the review of our comparative interim financial
    statements (which included fees related to the audit of our 2010
    financial statements).(2)
    
    Audit-related fees represents aggregate fees billed
    for professional services rendered by our principal auditors for
    the assurance and related services, which mainly included the
    issuance of the audit and review of financial statements and
    other assurance services rendered in connection with our initial
    public offering in 2010 as well as other SEC filings.(3)
    
    Tax fees represents the aggregated fees billed for
    professional services rendered by our independent registered
    public accounting firm for tax compliance, tax advice, and tax
    planning.  de minimis
  ITEM 16D.
    EXEMPTIONS
    FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES    ITEM 16E.
    PURCHASES
    OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
    PURCHASERS   107




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##### Table of Contents



ITEM 16F.
    CHANGE
    IN REGISTRANTS CERTIFYING ACCOUNTANT    ITEM 16G.
    CORPORATE
    GOVERNANCE    
    have a majority of the board be independent (other than due to
    the requirements for the audit committee under the United States
    Securities Exchange Act of 1934, as amended, or the Exchange
    Act);
    have a minimum of three members on our audit committee;
    have a compensation committee, a nominating or corporate
    governance committee;
    provide annual certification by our chief executive officer that
    he or she is not aware of any non-compliance with any corporate
    governance rules of the NYSE;
    have regularly scheduled executive sessions with only
    non-management directors;
    have at least one executive session of solely independent
    directors each year;
    seek shareholder approval for (i) the implementation and
    material revisions of the terms of share incentive plans,
    (ii) the issuance of more than 1% of our outstanding
    ordinary shares or 1% of the voting power outstanding to a
    related party, (iii) the issuance of more than 20% of our
    outstanding ordinary shares, and (iv) an issuance that
    would result in a change of control;
    adopt and disclose corporate governance guidelines; or
    adopt and disclose a code of business conduct and ethics for
    directors, officers and employees.    http://ir.bitauto.com.
 PART III  ITEM 17.
    FINANCIAL
    STATEMENTS    ITEM 18.
    FINANCIAL
    STATEMENTS    ITEM 19.
    EXHIBITS  ExhibitNumber

Description of Document1
.1

Second Amended and Restated Memorandum and Articles of
    Association of the Registrant (incorporated herein by reference
    to Exhibit 3.3 to the registration statement on
    Form F-1,
    as amended (File
    No. 333-
    170238))2
.1

Registrants Specimen American Depositary Receipt
    (incorporated herein by reference to Exhibit 4.1 to the
    registration statement on
    Form F-1,
    as amended (File
    No. 333-
    170238)) 108




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##### Table of Contents



ExhibitNumber

Description of Document2
.2

Registrants Specimen Certificate for Ordinary Shares
    (incorporated herein by reference to Exhibit 4.2 to the
    registration statement on
    Form F-1,
    as amended (File
    No. 333-
    170238))2
.3

Form of Deposit Agreement, among the Registrant, the depositary
    and holder of the American Depositary Receipts (incorporated
    herein by reference to Exhibit 4.3 to the registration
    statement on
    Form F-1,
    as amended (File
    No. 333-
    170238))2
.4

Shareholders Agreement between the Registrant and other parties
    therein dated July 8, 2009 (incorporated herein by
    reference to Exhibit 4.4 to the registration statement on
    Form F-1,
    as amended (File
    No. 333-
    170238))2
.5

Amendment to the Shareholders Agreement between the
    Registrant and other parties therein, dated October 28,
    2010 (incorporated herein by reference to Exhibit 4.5 to
    the registration statement on
    Form F-1,
    as amended (File
    No. 333-
    170238))4
.1

2006 Stock Incentive Plan (incorporated herein by reference to
    Exhibit 10.1 to the registration statement on
    Form F-1,
    as amended (File
    No. 333-
    170238))4
.2

2010 Stock Incentive Plan (incorporated herein by reference to
    Exhibit 10.2 to the registration statement on
    Form F-1,
    as amended (File
    No. 333-
    170238))4
.3

Form of Indemnification Agreement between the Registrant and its
    directors and officers (incorporated herein by reference to
    Exhibit 10.3 to the registration statement on
    Form F-1,
    as amended (File
    No. 333-
    170238))4
.4.

Form of Employment Agreement between the Registrant and the
    officers of the Registrant (incorporated herein by reference to
    Exhibit 10.4 to the registration statement on
    Form F-1,
    as amended (File
    No. 333-
    170238))4
.5

Form of Exclusive Business Cooperation Agreement between BBII
    and each PRC SPE (incorporated herein by reference to
    Exhibit 10.5 to the registration statement on
    Form F-1,
    as amended (File
    No. 333-
    170238))4
.6

Form of Exclusive Option Agreement among BBII, each PRC SPE and
    the shareholders of each PRC SPE (incorporated herein by
    reference to Exhibit 10.6 to the registration statement on
    Form F-1,
    as amended (File
    No. 333-
    170238))4
.7

Form of Share Pledge Agreement among BBII, each PRC SPE and the
    shareholders of each PRC SPE (incorporated herein by reference
    to Exhibit 10.7 to the registration statement on
    Form F-1,
    as amended (File
    No. 333-
    170238))4
.8

Form of Loan Agreement between BBII and the shareholders of each
    PRC SPE (incorporated herein by reference to Exhibit 10.8
    to the registration statement on
    Form F-1,
    as amended (File
    No. 333-
    170238))4
.9

Translation of Service Agreement between Beijing Bitauto
    Interactive Advertising Company Limited and Beijing Easy Auto
    Reach Media Company Limited for 2010 (incorporated herein by
    reference to Exhibit 10.9 to the registration statement on
    Form F-1,
    as amended (File
    No. 333-
    170238))4
.10

Translation of Share Transfer Agreement between Beijing A&I
    Advertising Company Limited and Beijing Auto Communication
    Information and Technology Company Limited in Connection with
    the sale of Shanghai Cheng Chen Media Company Limited, dated
    September 22, 2009 (incorporated herein by reference to
    Exhibit 10.10 to the registration statement on
    Form F-1,
    as amended (File
    No. 333-
    170238))4
.11

Translation of Internet Marketing Service Agreement between FAW
    Mazda, BBII and CIG for the calendar year of 2010 (incorporated
    herein by reference to Exhibit 10.11 to the registration
    statement on
    Form F-1,
    as amended (File
    No. 333-
    170238))4
.12*

Translation of Form of Internet Marketing Service Agreement
    between FAW Mazda, BBII and CIG8
.1*

Subsidiaries of the Registrant (incorporated herein by reference
    to Exhibit 21.1 to the registration statement on
    Form F-1,
    as amended (File
    No. 333-
    170238))11
.1

Code of Business Conduct and Ethics of the Registrant
    (incorporated herein by reference to Exhibit 99.1 to the
    registration statement on
    Form F-1,
    as amended (File
    No. 333-
    170238))12
.1*

Certification by Principal Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200212
.2*

Certification by Principal Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 109




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##### Table of Contents



ExhibitNumber

Description of Document13
.1*

Certification by Principal Executive Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 200213
.2*

Certification by Principal Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 200215
.1*

Consent of Han Kun Law Offices15
.2*

Consent of Ernst & Young Hua Ming     *
    
    Filed with the this annual report on
    Form 20-F.
    
    Confidential treatment has been requested with respect to
    certain portions of this exhibit. 110




---



##### Table of Contents



SIGNATURES
  Form 20-F
    By:
    /s/  Bin
    Li   Title:
    Chairman and Chief Executive Officer   111




---



##### 



BITAUTO
    HOLDINGS LIMITED
  INDEX TO CONSOLIDATED FIANCIAL STATEMENTS
  PageReport of Independent Registered Public
    Accounting Firm


F-2Consolidated statements of comprehensive income
    for the years ended December 31, 2008, 2009 and 2010


F-3Consolidated statements of financial position as
    at December 31, 2009 and 2010


F-4Consolidated statements of changes in equity for
    the years ended December 31, 2008, 2009 and 2010


F-5Consolidated statements of cash flows for the
    years ended December 31, 2008, 2009 and 2010


F-7Notes to the consolidated financial statements


F-9   F-1




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm            
 F-2




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##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
  CONSOLIDATED STATEMENTS OF
    COMPREHENSIVE INCOME
 FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
 (Amounts in Renminbi (RMB)
    except for number of shares)
  Notes

2008

2009

2010RMB

RMB

RMBContinuing operationsRevenue

4


238,977,561



293,313,061



458,105,042Cost of revenue




(74,223,973
)


(105,746,286
)


(148,700,716
)Gross profit




164,753,588



187,566,775



309,404,326Selling and administrative expenses

5.1


(99,951,192
)


(125,267,481
)


(212,002,175
)Product development expenses




(14,436,509
)


(17,089,988
)


(29,777,897
)Operating profit




50,365,887



45,209,306



67,624,254Other income

5.2


4,179,162



594,213



5,358,201Other expenses

5.3


(1,266,805
)


(1,167,647
)


(1,345,753
)Changes in fair value of derivative component of convertible
    preference shares

18


50,294,966



(33,305,170
)


(1,270,701,904
)Changes in fair value of convertible promissory notes

18


(8,708,905
)


680,067



Interest income




636,446



372,785



618,258Interest expense












(992,650
)Finance costs on convertible preference shares




(10,747,750
)


(14,917,041
)


(9,354,999
)Profit/(loss) before tax from continuing operations




84,753,001



(2,533,487
)


(1,208,794,593
)Income tax expense

6


(438,826
)


(3,502,093
)


(13,185,495
)Profit/(loss) for the year from continuing operations




84,314,175



(6,035,580
)


(1,221,980,088
)Discontinued operationsLoss after tax for the year from discontinued operations

7


(47,898,076
)


(54,312,233
)


(51,309,828
)Profit/(loss) for the year




36,416,099



(60,347,813
)


(1,273,289,916
)Other comprehensive incomeForeign currency exchange difference




18,325,921



197,559



25,413,043Other comprehensive income for the year, net of tax




18,325,921



197,559



25,413,043Total comprehensive income/(loss) for the year




54,742,020



(60,150,254
)


(1,247,876,873
)Attributable to:Ordinary shareholdersProfit/(loss) for the year from continuing operations




84,314,175



(6,035,580
)


(1,221,980,088
)Loss for the year from discontinued operations




(46,599,995
)


(54,012,212
)


(51,309,828
)Profit/(loss) for the year attributable to ordinary shareholders




37,714,180



(60,047,792
)


(1,273,289,916
)Attributable to:Non-controlling interestProfit for the year from continuing operations












Loss for the year from discontinued operations




(1,298,081
)


(300,021
)


Loss for the year attributable to non-controlling interest




(1,298,081
)


(300,021
)


Total comprehensive income/(loss) attributable to:Ordinary shareholders




56,040,101



(59,850,233
)


(1,247,876,873
)Non-controlling interest




(1,298,081
)


(300,021
)


Profit/(loss) per share

16 basic, profit/(loss) for the year per share
    attributable to ordinary shareholders




1.41



(2.07
)


(38.29
) diluted, profit/(loss) for the year per share
    attributable to ordinary shareholders




0.87



(2.07
)


(38.29
)Profit/(loss) per share from continuing operations

16 basic, profit/(loss) per share from continuing
    operations attributable to ordinary shareholders




3.16



(0.21
)


(36.74
) diluted, profit/(loss) from continuing operations
    attributable to ordinary shareholders




1.64



(0.21
)


(36.74
)    F-3




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##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
  CONSOLIDATED STATEMENTS OF
    FINANCIAL POSITION
 AS AT DECEMBER 31, 2009 AND 2010
 (Amounts in Renminbi (RMB)
    except for number of shares)
  Notes

2009

2010RMB

RMBASSETSNon-current assetsProperty, plant and equipment

8


19,701,273



26,876,331Intangible assets

9


23,015,266



7,188,442Goodwill

10


58,745,849



Deferred tax assets

6


1,642,693



2,696,570Other non-current assets








971,329103,105,081



37,732,672Current assetsTrade and notes receivables

12


224,800,373



283,712,429Prepayments and other receivables

13


36,333,953



34,386,341Due from related parties

21


15,741,413



13,154,794Other current assets




2,289,965



3,569,147Cash and cash equivalents

14


150,595,315



803,140,440429,761,019



1,137,963,151TOTAL ASSETS




532,866,100



1,175,695,823EQUITY AND LIABILITIESEquityIssued capital

15


3,905



11,595Share premium

15


45,864,771



2,406,364,718Employee equity benefit reserve




3,024,104



9,935,783Other reserve Foreign currency translation reserve




29,529,323



54,942,366Accumulated losses




(272,589,481
)


(1,647,841,784
)Equity attributable to ordinary shareholders




(194,167,378
)


823,412,678Non-controlling interest




(830
)


Total equity




(194,168,208
)


823,412,678Non-current liabilitiesConvertible preference shares

18


473,619,896



Deferred tax liabilities

6


3,679,499



477,299,395



Current liabilitiesTrade payables

19


152,273,917



200,720,634Other payables and accruals

20


72,729,752



105,047,305Due to related parties

21


5,661,332



5,484,751Deferred revenue




2,095,987



Interest-bearing borrowing

18






20,000,000Income tax payable




16,973,925



21,030,455249,734,913



352,283,145Total liabilities




727,034,308



352,283,145TOTAL EQUITY AND LIABILITIES




532,866,100



1,175,695,823    F-4




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##### Table of Contents



BITAUTO
    HOLDINGS LIMITEDCONSOLIDATED STATEMENTS OF
    CHANGES IN EQUITY
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010(Amounts in Renminbi (RMB)
    except for number of shares)
  Attributable to Ordinary ShareholdersOtherEmployee

Reserve Share

Equity

ForeignIssued

Share

Consideration

Benefits

Currency





Non-Capital

Premium

to be Issued

Reserve

Translation

Accumulated



controlling(Note 15)

(Note 15)

(Note 3)

(Note 17)

Reserve

Losses

Total

Interest

Total EquityRMB

RMB

RMB

RMB

RMB

RMB

RMB

RMB

RMBAt January 1, 2008


3,317



303,607



38,643,370



1,938,153



11,005,843



(237,421,321
)


(185,527,031
)


609,021



(184,918,010
)Profit/(loss) for the year






















37,714,180



37,714,180



(1,298,081
)


36,416,099Other comprehensive income


















18,325,921







18,325,921







18,325,921Total comprehensive income/(loss) for the year


















18,325,921



37,714,180



56,040,101



(1,298,081
)


54,742,020Acquisition of Autoworld Media Company Limited 
    equity settled consideration (Note 3)


296



22,081,622



(22,081,918
)






















Share-based payment














793,792











793,792







793,792Acquisition of subsidiaries (Note 3)






























428,251



428,251Recognition of non-controlling interest (Note 3)






























960,000



960,000Acquisition of non-controlling interest (Note 3)






























(400,000
)


(400,000
)Distribution to shareholders (Note 7)






















(12,834,548
)


(12,834,548
)






(12,834,548
)At December 31, 2008


3,613



22,385,229



16,561,452



2,731,945



29,331,764



(212,541,689
)


(141,527,686
)


299,191



(141,228,495
)At January 1, 2009


3,613



22,385,229



16,561,452



2,731,945



29,331,764



(212,541,689
)


(141,527,686
)


299,191



(141,228,495
)Loss for the year






















(60,047,792
)


(60,047,792
)


(300,021
)


(60,347,813
)Other comprehensive income


















197,559







197,559







197,559Total comprehensive income/(loss) for the year


















197,559



(60,047,792
)


(59,850,233
)


(300,021
)


(60,150,254
)Acquisition of Autoworld Media Company Limited 
    equity settled consideration (Note 3)


292



23,479,542



(16,561,452
)














6,918,382







6,918,382Share-based payment














292,159











292,159







292,159At December 31, 2009


3,905



45,864,771







3,024,104



29,529,323



(272,589,481
)


(194,167,378
)


(830
)


(194,168,208
)    F-5




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##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
  CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 
    (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  Attributable to Ordinary ShareholdersOtherEmployee

Reserve Equity

ForeignIssued

Share

Benefits

Currency





Non-Capital

Premium

Reserve

Translation

Accumulated



controlling(Note 15)

(Note 15)

(Note 17)

Reserve

Losses

Total

Interest

Total EquityRMB

RMB

RMB

RMB

RMB

RMB

RMB

RMBAt January 1, 2010


3,905



45,864,771



3,024,104



29,529,323



(272,589,481
)


(194,167,378
)


(830
)


(194,168,208
)Loss for the year


















(1,273,289,916
)


(1,273,289,916
)






(1,273,289,916
)Other comprehensive income














25,413,043







25,413,043







25,413,043Total comprehensive income/(loss) for the year














25,413,043



(1,273,289,916
)


(1,247,876,873
)






(1,247,876,873
)Recognition of non-controlling interest


























665,000



665,000Distribution to Shareholders (Note 7)


















(101,962,387
)


(101,962,387
)


(664,170
)


(102,626,557
)Exercise of options


41



1,007,580



(598,019
)










409,602







409,602Issuance of ordinary shares


2,394



641,036,115















641,038,509







641,038,509Conversion of preference shares to ordinary shares upon
    completion of the initial public offering (Note 18)


5,255



1,718,456,252















1,718,461,507







1,718,461,507Share-based payment










7,509,698











7,509,698







7,509,698At December 31, 2010


11,595



2,406,364,718



9,935,783



54,942,366



(1,647,841,784
)


823,412,678







823,412,678    F-6




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
  CONSOLIDATED STATEMENTS OF
    CASH FLOWS
 FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
 (Amounts in Renminbi (RMB)
    except for number of shares)
  Notes

2008

2009

2010RMB

RMB

RMBOperating activitiesProfit/(loss) before tax from continuing operations




84,753,001



(2,533,487
)


(1,208,794,593
)Loss before tax from discontinued operations




(43,833,595
)


(50,911,927
)


(27,065,324
)Profit/(loss) before tax




40,919,406



(53,445,414
)


(1,235,859,917
)Non-cash adjustments to reconcile profit/(loss) before tax to
    net cash flows:Depreciation of property, plant and equipment

8


4,503,765



5,848,993



7,591,275Amortization of intangible assets

9


5,189,647



4,574,835



1,951,964Loss on disposal of a subsidiary

7






300,412



Loss on disposal of property, plant and equipment




683,683



884,748



74,556Share-based payment

17


793,792



292,159



7,509,698Provision for bad debts

12


1,550,933



2,469,167



634,839Interest income




(739,047
)


(422,999
)


(618,258
)Interest expense












992,650Unrealized exchange gains

5.2


(4,147,693
)


(308,962
)


(5,317,384
)Finance costs on convertible preference shares




10,747,750



14,917,041



9,354,999Changes in fair value of derivative component of convertible
    preference shares




(50,294,966
)


33,305,170



1,270,701,904Changes in fair value of convertible promissory notes




8,708,905



(680,067
)


Changes in working capital:Trade and notes receivables




(70,054,888
)


(88,186,327
)


(124,937,333
)Prepayments and other receivables




4,455,456



(8,776,120
)


(24,370,013
)Due from related parties




(143,874
)


(12,071,006
)


2,586,619Other non-current assets












(971,329
)Other current assets




(1,339,356
)


(2,230,105
)


(879,182
)Trade payables




12,092,039



95,203,598



58,939,120Other payables and accruals




(11,704,720
)


17,550,825



49,755,483Deferred revenue








2,095,987



(2,095,987
)Due to related parties




13,358,492



(7,697,160
)


(176,581
)(35,420,676
)


3,624,775



14,867,123Interest received




739,047



422,999



618,258Income tax paid




(237,803
)


(886,752
)


(975,595
)Net cash flows (used in)/from operating activities




(34,919,432
)


3,161,022



14,509,786Investing activitiesProceeds from sale of property, plant and equipment








4,887,028



164,000Purchases of property, plant and equipment

8


(16,114,299
)


(11,001,677
)


(17,616,900
)Purchases of intangible assets

9


(255,610
)


(7,858,328
)


(502,555
)Acquisition of subsidiaries, net of cash acquired

3


(21,755,543
)


(17,160,682
)


Net cash flows used in investing activities




(38,125,452
)


(31,133,659
)


(17,955,455
)    F-7




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
  CONSOLIDATED STATEMENTS OF CASH
    FLOWS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
   Notes

2008

2009

2010RMB

RMB

RMBFinancing activitiesProceeds from issue of convertible preference shares

18.1






81,990,000



Financing cost associated with issuance of convertible
    preference shares








(4,093,967
)


Proceeds from issuance of convertible promissory notes

18.2


34,264,500







Distribution to shareholders

7


(13,610,000
)






(8,135,379
)Acquisition of non-controlling interest in subsidiaries

3


(400,000
)






Contribution from non-controlling interest












665,000Proceeds from interest-bearing borrowing












20,000,000Interest expense paid












(992,650
)Exercise of option












409,602Proceeds from issuance of ordinary shares, net of issuance costs












644,329,940Net cash flows from financing activities




20,254,500



77,896,033



656,276,513Net (decrease)/increase in cash and cash equivalents




(52,790,384
)


49,923,396



652,830,844Net foreign exchange difference




253,496



95,003



(285,719
)Cash and cash equivalents at beginning of the year




153,113,804



100,576,916



150,595,315Cash and cash equivalents at end of the year




100,576,916



150,595,315



803,140,440Supplemental disclosure of non-cash activities:Acquisition of Autoworld Media Company Limited

3






6,918,382



Acquisition of subsidiary

3


360,000







Purchases of property, plant and equipment












1,900,319Purchase of software








1,630,000



Recognition of non-controlling interest

3


960,000







Conversion of convertible promissory notes

18.2






42,063,521



Conversion of convertible preference shares

18.1










1,718,461,507Offering expenses accrued for in other payables and accruals












3,291,431    F-8




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010(Amounts in Renminbi (RMB) except for number of
    shares)
  1.
    Corporate
    information          Place and Date of Incorporation orName

Registration and Place of OperationsSubsidiariesBitauto Hong Kong Limited

April 27, 2010
    Hong KongBeijing Bitauto Internet Information Company Limited

January 20, 2006
    PRCSPEsBeijing C&I Advertising Company Limited

December 30, 2002
    PRCBeijing Bitauto Information Technology Company Limited

November 30, 2005
    PRCBeijing Brainstorm Advertising Company Limited

February 10, 2006
    PRCBeijing Newline Advertising Company Limited

June 8, 2006
    PRCBeijing Bitauto Interactive Advertising Company Limited

December 12, 2007
    PRCBeijing You Jie Information Company Limited

July 11, 2008
    PRCYou Jie Wei Ye (Beijing) Culture Media Company Limited

February 02, 2008
    PRCBeijing Easy Auto Media Company Limited

March 07, 2008
    PRCBeijing BitOne Technology Company Limited

August 13, 2010
    PRC    F-9




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##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  2.1  Basis
    of preparation
    Statement
    of compliance
    Basis of
    consolidation after January 1, 2009
              
    Derecognizes the assets (including goodwill) and liabilities of
    the subsidiary or SPE
    Derecognizes the carrying amount of any non-controlling interest
    Derecognizes the cumulative translation differences, recorded in
    equity
    Recognizes the fair value of the consideration received
    Recognizes the fair value of any investment retained
    Recognizes any surplus or deficit in profit or loss
    Reclassifies the parents share of components previously
    recognized in other comprehensive income to profit or loss.     F-10




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##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
    Special Purpose
    Entity
              Basis of
    consolidation prior to January 1, 2009
    
    Non-controlling interests represented the portion of profit or
    loss and net assets that were not held by the Company and were
    presented separately in the consolidated statements of
    comprehensive income and within equity in the consolidated
    statement of financial position, separately from the parent
    shareholders equity. Acquisitions of non-controlling
    interests were accounted for using the parent entity extension
    method, whereby, the differences between the consideration and
    the book value of the share of the net assets acquired were
    recognized in goodwill.
    Losses incurred by the Company were attributed to the
    non-controlling interest until the balance was reduced to nil.
    Any further excess losses were attributable to the parent,
    unless the non-controlling interest had a binding obligation to
    cover these.
    Upon loss of control, the Company accounted for the investment
    retained at its proportionate share of net asset value at the
    date control was lost.  2.2  Significant
    accounting estimates and assumptions
   F-11




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##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
                          Series D-1
  Series D-1
  Series D-1
 F-12




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##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
    2.3  Summary
    of significant accounting policies
  Business
    Combinations and Goodwill
  Business
    combinations from January 1, 2009
        Financial
    Instruments: Recognition and Measurement
        Business
    combinations prior to January 1, 2009
     F-13




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##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
        Foreign
    currencies
            Property,
    plant and equipment
     F-14




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
    Estimated Useful LifeComputers and servers


5 yearsMotor vehicles


5 yearsFurniture and fixtures


5 years       Intangible
    assets
      Internally GeneratedEstimated Useful Life

or AcquiredPurchased software


5-10 years



AcquiredTrade name and lifetime membership


Indefinite



AcquiredCustomer relationships


4 years



AcquiredPartnership agreement


0.7-2.7 years



AcquiredOthers


5 years



Acquired          F-15




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##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
    Impairment
    of non-financial assets other than goodwill and intangible
    assets with indefinite lives
        Impairment
    of goodwill and intangible assets with indefinite
    lives
      Product
    development expenses
      
    the technical feasibility of completing the intangible asset so
    that it will be available for use or sale;
    its intention to complete the intangible asset and use or sell
    it;
    its ability to use or sell the intangible asset;
    how the intangible asset will generate probable future economic
    benefits.
    the availability of adequate technical, financial and other
    resources to complete the development and to use or sell the
    intangible asset; and F-16




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##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
   
    its ability to measure reliably the expenditure attributable to
    the intangible asset during its development.      Borrowing
    costs
    Cash and
    cash equivalents
      Convertible
    preference shares  Series A, B and C
       F-17




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##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  Convertible
    preference shares 
    Series D-1
    and
    Series D-2
  Series D-1 Series D-1
  Series D-1 Series D-1 Series D-2
  Convertible
    promissory notes
  Series D-2
  Initial
    recognition and subsequent measurement of financial
    assets
       F-18




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##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  Initial
    recognition and subsequent measurement of financial
    liabilities
  Initial
    recognition and measurement
        Subsequent
    measurement
    Financial
    liabilities at fair value through profit or loss
  Series D-1
    Other
    financial liabilities
    Derecognition
    of financial assets and liabilities
  Financial
    assets
    
    the rights to receive cash flows from the asset have expired;
    the Group retains the right to receive cash flows from the
    asset, but has assumed an obligation to pay them in full without
    material delay to a third party under a pass through
    arrangement; or
    the Group has transferred its rights to receive cash flows from
    the asset and either (a) has transferred substantially all
    the risks and rewards of the asset, or (b) has neither
    transferred nor retained substantially all the risks and rewards
    of the asset, but has transferred control of the asset.   F-19




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  Financial
    liabilities
      Employee
    Benefits  PRC contribution plan
    Provisions
    Share-based
    compensation transactions
    Equity-settled
    transactions
    and/or
 F-20




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##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
          Leases
    Revenue
    recognition
    set-up,
  (a)  Advertising
    services
  (i)  Advertising
    activities
   F-21




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##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
    (ii)  Dealer
    subscription and listing services
    (b)  Advertising
    agent services
    Taxes
  Current
    income tax
      Deferred
    tax
      
    where the deferred tax liability arises from the initial
    recognition of goodwill or of an asset or liability in a
    transaction that is not a business combination and, at the time
    of the transaction, affects neither the accounting profit nor
    taxable profit or loss; F-22




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
   
    in respect of taxable temporary differences associated with
    investments in subsidiaries, associates and interests in joint
    ventures, where the timing of the reversal of the temporary
    differences can be controlled and it is probable that the
    temporary differences will not reverse in the foreseeable future.    
    where the deferred tax asset relating to the deductible
    temporary differences arises from the initial recognition of an
    asset or liability in a transaction that is not a business
    combination and, at the time of the transaction, affects neither
    the accounting profit nor taxable profit or loss;
    in respect of deductible temporary differences associated with
    investments in subsidiaries, associates and interests in joint
    ventures, deferred income tax assets are recognized only to the
    extent that it is probable that the temporary differences will
    reverse in the foreseeable future and taxable profit will be
    available against which the temporary differences can be
    utilized.          Discontinued
    operations
        
    the post-tax profit or loss of the discontinued
    operation; and
    the post-tax gain or loss recognized on the measurement to fair
    value less costs to sell, or on the disposal, of the assets or
    disposal groups constituting the discontinued operation.   F-23




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
    Related
    parties
              2.4  Recent
    accounting pronouncements
  New
    Standards, Amendments and Interpretations to Existing Standards
    Adopted by the Group
  IFRS 2 Share-based Payment  Group
    Cash-settled Share-based Payment Transactions
  IAS 39 Financial Instruments: Recognition and
    Measurement  Eligible Hedged Items
  Improvements
    to IFRSs
    First-time Adoption of International Financial
    Reporting Standards;
  Business Combinations;
  Financial Instruments: Disclosures;
  Presentation of Financial Statements;
  Consolidated and Separate Financial Statements;
  Interim Financial Reporting; and
  Customer Loyalty Programmes.
 F-24




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  New
    Standards, Amendments and Interpretations to Existing Standards
    not yet adopted by the Group
  Effective
    for the 2011 financial year
  IFRIC 14, Prepayments of a Minimum Funding Requirement
    (Amendment).
  IFRIC 19, Extinguishing Financial Liabilities with Equity
    Instruments.
  IAS 24, Related Party Disclosures
    (amendments).
  IAS 32, Financial Instruments: Presentation 
    Classification of Rights Issues (amendment).
  Effective
    for the 2012 financial year
  IFRS 7, Financial Instruments: Disclosures
    (amendments).
  Effective
    for the 2013 financial year
  IFRS 9, Financial Instruments (Phase I).
   F-25




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
        3.
    Acquisitions  Acquisition
    of Autoworld Media Company Limited
   F-26




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
    Fair ValueRecognized on

PreviousAcquisition

Carrying ValueRMB

RMBProperty, plant and equipment


1,866,474



1,866,474Cash and cash equivalents


2,977,056



2,977,056Trade receivables


11,930,139



11,930,139Prepayment and other receivables


383,090



383,090Intangible assetsTrade name


10,300,000



Customer relationship


8,320,000



Contract backlog


470,000



Non-compete agreement


240,000



Trade payables


(432,841
)


(432,841
)Deferred tax liability


(4,832,500
)


Other payables and accruals


(3,607,130
)


(3,607,130
)Tax payable


(1,196,642
)


(1,196,642
)Dividend payables


(4,469,641
)


(4,469,641
)Net assets


21,948,005



7,450,505Goodwill arising on acquisition


42,571,455Total consideration


64,519,460     F-27




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  RMBConsideration at acquisition date:Closing payment 1,028,507.5 shares to be issued


22,081,918Cash consideration


14,786,337Total


36,868,255First contingent consideration payment 771,385.0 shares to
    be issued


16,561,452Cash consideration


11,089,753Total consideration


64,519,460     2007

2008

2009RMB

RMB

RMBCash acquired


2,977,056







Cash paid






(14,211,600
)


(17,160,682
)       Acquisition
    of Chongqing Chenxin Advertising Company Limited
  start-up
  Acquisitions
    of Beijing Radio Alliance Advertising Company Limited and
    Shanghai Cheng Chen Media Company Limited
     F-28




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
    PreviousFair Value

Carrying ValueRMB

RMBProperty, plant and equipment


319,166



319,166Cash and cash equivalents


623,557



623,557Trade receivables


7,397,431



7,397,431Prepayments and other receivables


1,046,970



1,046,970Intangible assetsPartnership with suppliers


1,450,000



Customer relationships


330,000



Non-compete agreement


250,000



Other payables and accruals


(8,770,978
)


(8,770,978
)Tax payable


(16,273
)


(16,273
)Deferred tax liability


(507,500
)


Net assets


2,122,373



599,873Non-controlling interest


(428,251
)Total net assets acquired


1,694,122Goodwill arising on acquisition


5,493,378Total consideration


7,187,500     RMBConsideration:Cash paid in association with the acquisitions


7,187,500Total


7,187,500   RMBCash outflow on acquisitions:Net cash acquired with the subsidiaries


623,557Cash paid


(7,187,500
)Net cash outflows


(6,563,943
)    F-29




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
    Acquisition
    of Che Zhi Meng (Beijing) Advertising Company Limited
    (CZM)
    4.
    Revenue  2008

2009

2010RMB

RMB

RMBAdvertising activities


133,704,185



160,356,579



255,676,275Dealer subscription services


37,692,735



51,529,488



91,686,816Advertising agent services


67,580,641



81,426,994



110,741,951238,977,561



293,313,061



458,105,042   5.
    Profit/
    (loss) before tax  5.1  Selling
    and administrative expenses
  2008

2009

2010RMB

RMB

RMBSalaries and benefits


40,126,695



49,290,389



83,462,731Depreciation and amortization


1,491,899



2,919,612



6,322,278Operating lease expenses


8,685,160



9,064,851



17,477,838Share based payment


793,792



292,159



7,509,698Office expenses


14,119,300



11,071,795



18,987,923Provision for bad debts


1,385,793



1,649,488



634,839Marketing expenses


28,403,097



47,089,741



73,157,210Others


4,945,456



3,889,446



4,449,65899,951,192



125,267,481



212,002,175   5.2  Other
    income
  2008

2009

2010RMB

RMB

RMBUnrealized exchange gains


4,147,693



308,962



5,317,384Others


31,469



285,251



40,8174,179,162



594,213



5,358,201    F-30




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##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  5.3  Other
    expenses
  2008

2009

2010RMB

RMB

RMBLoss on disposal of property, plant and equipment


366,603



666,449



74,556Others


900,202



501,198



1,271,1971,266,805



1,167,647



1,345,753   6.
    Income
    tax expense    2008

2009

2010RMB

RMB

RMBCurrent income taxCurrent income tax charge


1,321,900



3,936,842



14,228,153Deferred income taxRelating to operating loss


(543,515
)


(136,617
)


(1,209,416
)Relating to origination and reversal of temporary differences


(339,559
)


(298,132
)


166,758Income tax expense reported in the consolidated statements of
    comprehensive income


438,826



3,502,093



13,185,495     2008

2009

2010RMB

RMB

RMBProfit/(loss) before tax from continuing operations


84,753,001



(2,533,487
)


(1,208,794,593
)Loss before tax from discontinued operations


(43,833,595
)


(50,911,927
)


(27,065,324
)Accounting profit/(loss) before income tax


40,919,406



(53,445,414
)


(1,235,859,917
)Tax at statutory tax rate of 25%


10,229,852



(13,361,353
)


(308,964,979
)Tax holiday or lower tax rates for certain entities comprising
    the Group


(1,524,280
)


(2,746,659
)


(11,970,126
)Effect of differing tax rates in different jurisdictions


(7,547,376
)


11,954,421



320,967,060Utilization of previously unrecognized tax losses


(1,195,583
)


(1,199,019
)


(5,638,100
)Non-taxable income


(1,036,923
)


(2,720,675
)


(1,111,720
)Non-deductible expenses


3,190,995



4,036,403



36,900,930Effect on deferred tax of changes in tax rates


32,725



(35,311
)


Unrecognized tax losses


2,353,897



10,974,592



6,786,509Others










460,4254,503,307



6,902,399



37,429,999 F-31




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  2008

2009

2010RMB

RMB

RMBIncome tax expense reported in the consolidated statements of
    comprehensive income


438,826



3,502,093



13,185,495Income tax attributable to a discontinued operation


4,064,481



3,400,306



24,244,5044,503,307



6,902,399



37,429,999Effective income tax rate


11.0
%


(12.9
%)


(3.0
%)   Deferred
    tax
    Consolidated Statements

Consolidated Statementsof Financial Position

of Comprehensive Income2009

2010

2009

2010RMB

RMB

RMB

RMBDeferred tax assetsDepreciation of property, plant and equipment


53,178







1,678



(59,793
)Amortization of Intangible assets


62,563



106,230



42,054



43,667Provision for bad debts


796,028



650,000



270,484



(150,632
)Tax losses available for offset against future taxable income


730,924



1,940,340



(319,437
)


1,209,4161,642,693



2,696,570



(5,221
)


1,042,658Deferred tax liabilitiesIntangible assets acquired in business combination


(3,753,652
)






735,182



Disposal of a subsidiary


74,153











(3,679,499
)






735,182



Deferred tax expense










729,961



1,042,658Deferred tax (liabilities)/assets, net


(2,036,806
)


2,696,570     2009

2010RMB

RMBOpening balance as of January 1,


(2,840,920
)


(2,036,806
)Tax expense recognized in profit or loss during the period


729,961



1,042,658Discontinued operations


74,153



3,690,718(2,036,806
)


2,696,570    F-32




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
        7.
    Discontinued
    operations      RMBTrade and notes receivables


65,390,438Goodwill


58,745,849Prepayments and other receivables


21,626,248Intangible assets


14,377,415Cash and cash equivalents


8,135,379Property, plant and equipment


4,512,330Other payables and accruals


(28,984,916
)Income tax payable


(23,881,296
)Trade payables


(13,615,391
)Deferred tax liabilities


(3,679,499
)Non-controlling interest


(664,170
)101,962,387    F-33




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
    2008

2009

2010RMB

RMB

RMBRevenue


132,193,607



125,407,237



32,895,720Cost of revenue


(103,060,083
)


(99,547,859
)


(31,578,680
)Gross profit


29,133,524



25,859,378



1,317,040Expenses


(72,351,874
)


(75,447,116
)


(28,709,417
)Interest income


102,601



50,214



Other (expenses)/income


(717,846
)


(1,374,403
)


327,053Loss before tax from discontinued operations


(43,833,595
)


(50,911,927
)


(27,065,324
)Income tax expense


(4,064,481
)


(3,400,306
)


(24,244,504
)Loss for the year from the discontinued operations


(47,898,076
)


(54,312,233
)


(51,309,828
)       2008

2009

2010RMB

RMB

RMBOperating activities


(9,621,069
)


(9,596,132
)


(20,577,156
)Investing activities


(8,269,465
)


(4,435,821
)


Financing activities


53,196,904







Net cash inflows/ (outflows)


35,306,370



(14,031,953
)


(20,577,156
)   Loss per share:
  2008

2009

2010RMB

RMB

RMBBasic, attributable to ordinary shareholders


(1.75
)


(1.86
)


(1.55
)Diluted, attributable to ordinary shareholders


(1.75
)


(1.86
)


(1.55
)    F-34




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
    8.
    Property,
    plant and equipment  Computers

Motor

Furniture

Leaseholdand Servers

Vehicles

and Fixtures

Improvement

TotalRMB

RMB

RMB

RMB

RMBCost:At January 1, 2009


16,286,477



8,941,579



1,565,431







26,793,487Additions


5,927,930



3,212,419



1,861,328







11,001,677Disposals


(497,506
)


(6,424,596
)


(194,070
)






(7,116,172
)Disposal of SHCC


(85,664
)














(85,664
)At December 31, 2009


21,631,237



5,729,402



3,232,689







30,593,328Additions


7,574,794



1,363,846



358,173



10,220,406



19,517,219Disposals


(8,700
)


(237,475
)


(4,212
)


(76,500
)


(326,887
)Distribution to shareholders (Note 7)


(4,049,903
)


(1,564,597
)


(2,478,549
)






(8,093,049
)At December 31, 2010


25,147,428



5,291,176



1,108,101



10,143,906



41,690,611Accumulated depreciation:At January 1, 2009


4,440,692



1,758,420



224,392







6,423,504Charge for the year


3,072,638



1,608,655



1,167,700







5,848,993Disposals


(310,595
)


(873,125
)


(160,676
)






(1,344,396
)Disposal of SHCC


(36,046
)














(36,046
)At December 31, 2009


7,166,689



2,493,950



1,231,416







10,892,055Charge for the year


4,436,937



891,525



736,127



1,526,686



7,591,275Disposals


(406
)


(81,140
)


(1,685
)


(5,100
)


(88,331
)Distribution to shareholders (Note 7)


(898,651
)


(956,759
)


(1,725,309
)






(3,580,719
)At December 31, 2010


10,704,569



2,347,576



240,549



1,521,586



14,814,280Net book value:At December 31, 2010


14,442,859



2,943,600



867,552



8,622,320



26,876,331At December 31, 2009


14,464,548



3,235,452



2,001,273







19,701,273  F-35




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  9.
    Intangible
    assets  Trade NamePurchased

and Lifetime

Customer

PartnershipSoftware

Membership

Relationships

Agreement

Others

TotalRMB

RMB

RMB

RMB

RMB

RMBCost:At January 1, 2009


1,911,727



10,300,000



8,650,000



3,750,000



960,000



25,571,727Additions


5,296,803



2,561,525















7,858,328Disposal of SHCC














(370,000
)


(250,000
)


(620,000
)At December 31, 2009


7,208,530



12,861,525



8,650,000



3,380,000



710,000



32,810,055Additions


502,555



















502,555Distribution to shareholders (Note 7)


(500,000
)


(10,300,000
)


(8,650,000
)


(3,380,000
)


(710,000
)


(23,540,000
)At December 31, 2010


7,211,085



2,561,525















9,772,610Amortization:At January 1, 2009


505,643







2,211,700



2,217,176



557,038



5,491,557Amortization


967,142







2,162,500



1,358,482



86,711



4,574,835Disposal of SHCC














(195,658
)


(75,945
)


(271,603
)At December 31, 2009


1,472,785







4,374,200



3,380,000



567,804



9,794,789Amortization


1,111,383







815,581







25,000



1,951,964Distribution to shareholders (Note 7)










(5,189,781
)


(3,380,000
)


(592,804
)


(9,162,585
)At December 31, 2010


2,584,168



















2,584,168Net book valueAt December 31, 2010


4,626,917



2,561,525















7,188,442At December 31, 2009


5,735,745



12,861,525



4,275,800







142,196



23,015,266        F-36




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  10.
    Goodwill  RMBAt January 1, 2009


48,064,833Goodwill arising from settlement of contingent consideration
    (Note 3)


13,836,764Disposal of SHCC


(3,155,748
)At December 31, 2009


58,745,849Distribution to shareholders (Note 7)


(58,745,849
)At December 31, 2010


   11.
    Impairment
    testing of goodwill and intangible assets with indefinite
    lives    
    Shanghai You Shi Advertising Communication Company Limited
    (SHYS)
    Beijing Radio Alliance Advertising Company Limited
    (BRAA)
    Beijing Bitauto Internet Information Company Limited
    (BBII)
    Shanghai Cheng Chen Media Company Limited (SHCC)  December 31, 2009SHYS

BRAA

BBII

TotalRMB

RMB

RMB

RMBGoodwill


56,408,219



2,337,630







58,745,849Trade name with indefinite useful lives


10,300,000











10,300,000Lifetime membership










1,641,480



1,641,480BITAUTO trade name










920,045



920,045   December 31, 2010BBIIRMBLifetime membership


1,641,480BITAUTO trade name


920,045        F-37




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
    Budgeted gross margins
  Discount rates
  12.
    Trade and
    notes receivables  2009

2010RMB

RMBTrade receivables


205,041,437



225,586,341Less: Provision for bad debts


(801,613
)


(1,243,539
)204,239,824



224,342,802Notes receivable


20,560,549



59,369,627224,800,373



283,712,429       IndividuallyImpairedRMBAt January 1, 2009


2,404,384Charge for the year


2,469,167Write off


(4,071,938
)At December 31, 2009


801,613Charge for the year


634,839Write off


(15,020
)Distribution to shareholders


(177,893
)At December 31, 2010


1,243,539     Neither Past Due

Past Due But Not ImpairedTotal

Nor Impaired

<90 Days

90-180 Days

>180 DaysRMB

RMB

RMB

RMB

RMB2010


283,712,429



123,859,996



84,901,886



29,580,688



45,369,8592009


224,800,373



96,839,090



75,853,191



43,075,700



9,032,392  F-38




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  13.
    Prepayments
    and other receivables  2009

2010RMB

RMBAdvances to suppliers


15,061,934



13,809,228Prepaid expenses


342,299



1,274,870Deposits


8,496,847



3,805,911Staff advances


6,195,792



7,578,836Others


6,237,081



7,917,49636,333,953



34,386,341     14.
    Cash and
    cash equivalents  2009

2010RMB

RMBCash at bank and on hand


150,595,315



803,140,440     15.
    Issued
    capital and share premium  Authorized Shares

2009

2010Ordinary shares of US$0.00004 each


1,227,852,525.0



1,227,852,525.0   Ordinary Shares Issued and Fully Paid

Number of Shares

RMBAt January 1, 2008


10,248,962.5



3,317Issuance of shares on February 1, 2008 in exchange for
    issued share capital of Autoworld Media Company Limited


1,028,507.5



296At December 31, 2008


11,277,470.0



3,613Issuance of shares on July 14, 2009 in exchange for issued
    share capital of Autoworld Media Company Limited


771,385.0



211Issuance of shares on December 31, 2009 in exchange for
    issued share capital of Autoworld Media Company Limited


294,195.0



81At December 31, 2009


12,343,050.0



3,905Options exercised on May 5, 2010


150,000.0



41Issuance of ordinary shares on November 17, 2010 to public


9,000,000.0



2,394Automatic conversion of convertible preference shares to
    ordinary shares upon completion of the IPO


19,760,340.0



5,255At December 31, 2010


41,253,390.0



11,595   F-39




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  Share Premium

RMBAt January 1, 2008


303,607Issuance of shares on February 1, 2008 in exchange for
    issued share capital of Autoworld Media Company Limited


22,081,622At December 31, 2008


22,385,229Issuance of shares on July 14, 2009 in exchange for issued
    share capital of Autoworld Media Company Limited


16,561,241Issuance of shares on December 31, 2009 in exchange for
    issued share capital of Autoworld Media Company Limited


6,918,301At December 31, 2009


45,864,771Options exercised on May 5, 2010


1,007,580Issuance of ordinary shares on November 17, 2010 to public


641,036,115Automatic conversion of convertible preference shares to
    ordinary shares upon completion of the IPO


1,718,456,252At December 31, 2010


2,406,364,718         16.
    Basic and
    diluted earnings per share     F-40




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
      2008

2009

2010RMB

RMB

RMBContinuing operationsBasic profit/(loss) attributable to:Ordinary shareholders


38,053,518



(2,517,200
)


(587,428,206
)Series A Preference Shareholders


12,708,272



(835,497
)


(129,214,184
)Series B Preference Shareholders


18,122,468



(1,191,449
)


(184,264,225
)Series C Preference Shareholders


15,429,917



(1,014,429
)


(156,887,122
)Series D-1
    Preference Shareholders






(325,072
)


(111,890,670
)Series D-2
    Preference Shareholders






(151,933
)


(52,295,681
)Total


84,314,175



(6,035,580
)


(1,221,980,088
)Discontinued operationsBasic loss attributable to:Ordinary shareholders


(21,031,977
)


(22,526,340
)


(24,665,574
)Series A Preference Shareholders


(7,023,794
)


(7,476,834
)


(5,425,585
)Series B Preference Shareholders


(10,016,191
)


(10,662,242
)


(7,737,087
)Series C Preference Shareholders


(8,528,033
)


(9,078,097
)


(6,587,547
)Series D-1
    Preference Shareholders






(2,909,058
)


(4,698,187
)Series D-2
    Preference Shareholders






(1,359,641
)


(2,195,848
)Total


(46,599,995
)


(54,012,212
)


(51,309,828
)Basic earningsProfit/(loss) attributable to:Ordinary shareholders


17,021,541



(25,043,540
)


(612,093,780
)Series A Preference Shareholders


5,684,478



(8,312,331
)


(134,639,769
)Series B Preference Shareholders


8,106,277



(11,853,691
)


(192,001,312
)Series C Preference Shareholders


6,901,884



(10,092,526
)


(163,474,669
)Series D-1
    Preference Shareholders






(3,234,130
)


(116,588,857
)Series D-2
    Preference Shareholders






(1,511,574
)


(54,491,529
)Total


37,714,180



(60,047,792
)


(1,273,289,916
) F-41




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  2008

2009

2010RMB

RMB

RMBDiluted earningsProfit/(loss) attributable to ordinary shareholders for basic
    earnings


17,021,541



(25,043,540
)


(612,093,780
)Dilutive effect of interest and change in fair value of
    Series A, Series B and Series C Convertible
    Preference Shares


(39,547,215
)






Reallocation of earnings allocated to Series A,
    Series B and Series C Preference Shareholders


46,260,657







Diluted earnings attributable to ordinary shareholders


23,734,983



(25,043,540
)


(612,093,780
)Diluted earnings from continuing operationsProfit/(loss) attributable to ordinary shareholders from
    continuing operations


38,053,518



(2,517,200
)


(587,428,206
)Dilutive effect of interest and change in fair value of
    Series A, Series B and Series C Convertible
    Preference Shares


(39,547,215
)






Reallocation of earnings allocated to Series A,
    Series B and Series C Preference Shareholders


46,260,657







Diluted earnings attributable to ordinary shareholders from
    continuing operations


44,766,960



(2,517,200
)


(587,428,206
)   2008

2009

2010Weighted average number of sharesOrdinary shares outstanding as of January 1,


10,248,962.5



11,277,470.0



12,343,050.0Weighted average number of ordinary shares issued as part of
    Autoworld Media Company Limited acquisition


1,799,892.5



845,538.0



Weighted average number of convertible preference shares
    automatically converted to ordinary shares










2,436,206.0Weighted average number of ordinary shares issued during the year










1,208,219.0Weighted average number of ordinary shares outstanding for the
    period for basic earnings


12,048,855.0



12,123,008.0



15,987,475.0Dilutive effect of share based compensation


586,378.0







Dilutive effect of convertible preference shares


14,647,475.0







Weighted average number of ordinary shares adjusted for the
    effect of dilution


27,282,708.0



12,123,008.0



15,987,475.0    F-42




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
    2008

2009

2010Weighted average number of sharesSeries A preference shares issued at January 1,


4,023,810.0



4,023,810.0



4,023,810.0Weighted average number of Series A preference shares
    automatically converted to ordinary shares during the year










(496,086.0
)Weighted average number of Series A preference shares


4,023,810.0



4,023,810.0



3,527,724.0Series B preference shares issued at January 1,


5,738,102.5



5,738,102.5



5,738,102.5Weighted average number of Series B preference shares
    automatically converted to ordinary shares during the year










(707,437.0
)Weighted average number of Series B preference shares


5,738,102.5



5,738,102.5



5,030,665.5Series C preference shares issued at January 1,


4,885,562.5



4,885,562.5



4,885,562.5Weighted average number of Series C preference shares
    automatically converted to ordinary shares during the year










(602,330.0
)Weighted average number of Series C preference shares


4,885,562.5



4,885,562.5



4,283,232.5Series D-1
    preference shares issued at January 1,










3,484,345Weighted average number of
    Series D-1
    preference shares issued during the year






1,565,568.0



Weighted average number of
    Series D-1
    preference shares automatically converted to ordinary shares
    during the year










(429,577.0
)Weighted average number of
    Series D-1
    preference shares






1,565,568.0



3,054,768.0Series D-2
    preference shares issued at January 1,










1,628,520.0Weighted average number of
    Series D-2
    preference shares issued during the year






731,718.0



Weighted average number of
    Series D-2
    preference shares automatically converted to ordinary shares
    during the year










(200,776.0
)Weighted average number of
    Series D-2
    preference shares






731,718.0



1,427,744.0  F-43




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
    2008

2009

2010Weighted average number of sharesEquity settled share based compensation






607,660.0



655,383.0Series A convertible preference shares






4,023,810.0



3,527,724.0Series B convertible preference shares






5,738,102.5



5,030,665.5Series C convertible preference shares






4,885,562.5



4,283,232.5Series D-1
    convertible preference shares






1,565,568.0



3,054,768.0Series D-2
    convertible preference shares






731,718.0



1,427,744.0Convertible promissory notes


834,338.0



896,803.0



Total


834,338.0



18,449,224.0



17,979,517.0       17.
    Share-based
    payments    2008

2009

2010RMB

RMB

RMBExpense arising from employee stock incentive plan


793,792



292,159



7,509,698          F-44




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
            2008



2009



2010Weighted



Weighted



WeightedAverage



Average



Average2008

Exercise

2009

Exercise

2010

ExerciseNumber

Prices

Number

Prices

Number

Pricesof Shares

US$/Share

of Shares

US$/Share

of Shares

US$/ShareOutstanding at January 1


750,000.0



0.40



718,750.0



0.40



718,750.0



0.40Granted during the year


















3,265,500.0



5.06Exercised during the year


















(150,000.0
)


0.40Forfeited during the year


(31,250.0
)


0.40











(867,500.0
)


3.16Outstanding at December 31


718,750.0



0.40



718,750.0



0.40



2,966,750.0



4.72Exercisable at December 31


507,500.0



0.40



718,750.0



0.40



556,250.0



0.40      F-45




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
    December 28, 2010Vesting Period

Vesting PeriodFebruary 8, 2010

of 3 Years

of 4 YearsFair value per share

US$
3.02


US$
10.16


US$
10.16Exercise price

US$
3.20


US$
10.20


US$
10.20Risk-free interest rate


3.62
%


3.58
%


3.58
%Dividend yield


0.00
%


0.00
%


0.00
%Weighted-average fair value per option granted

US$
3.60


US$
5.08


US$
5.36Expected volatility


60
%


69
%


69
%     18.
    Other
    financial assets and financial liabilities  18.1  Convertible
    preference shares
  Series D-1
  2009

2010RMB

RMBDerivative component of Series A, B and C convertible
    preference sharesOpening balance


180,337,756



186,601,049Changes in fair value of derivative component of convertible
    preference shares recorded in profit or loss


6,437,250



1,004,876,088Automatically converted to ordinary shares on November 17,
    2010






(1,168,692,735
)Foreign exchange reserve


(173,957
)


(22,784,402
)Closing balance


186,601,049



Liability component of Series A, B and C convertible
    preference sharesOpening balance


125,512,736



136,209,726Interest expense recorded in finance costs


10,823,074



9,354,999Automatically converted to ordinary shares on November 17,
    2010






(141,823,499
)Foreign exchange reserve


(126,084
)


(3,741,226
)Closing balance


136,209,726



 F-46




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##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  2009

2010RMB

RMBSeries D-1
    and D-2 convertible preference shares at fair valueOpening balance






150,809,121Series D-1
    and D-2 shares issued on July 8, 2009 and
    July 20, 2009, respectively


124,053,521



Changes in fair value of
    Series D-1
    and D-2 convertible preference shares


26,867,920



265,825,816Automatically converted to ordinary shares on November 17,
    2010






(407,945,273
)Foreign exchange reserve


(112,320
)


(8,689,664
)Closing balance


150,809,121



Convertible preference share liability  Total


473,619,896



Number of conversion shares at the reporting date (shares)


19,760,340.0



           Series D-1 Series D-1
  Series D-2
   F-47




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  Series D-1
  Voting
    Dividends
      Liquidation
    Series D-1, Series D-2,
  Conversion
    winding-up
   F-48




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
        Redemption
    and repurchase of shares
      18.2  Convertible
    promissory notes
    Financial Instruments  Recognition and
    Measurement
    2009RMBOpening balance


42,743,588Changes in fair value recorded in profit or loss


(680,067
)Converted to
    Series D-2
    convertible preference shares on July 20, 2009


(42,063,521
)Closing balance


   Series D-2
 F-49




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
    July 20,2009US$Total fair value of equity


87,466,000Expected volatility


71.37
%Dividend yield


0.00
%Risk-free rate


0.23
%Expected life


0.1     18.3  Interest-bearing
    borrowing
  2009

2010RMB

RMBInterest-bearing borrowing




20,000,000    F-50




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  18.4  Fair
    values
    December 31, 2009

December 31, 2010Carrying Amount

Fair Value

Carrying Amount

Fair ValueRMB

RMB

RMB

RMBFinancial assetsTrade and notes receivables


224,800,373



224,800,373



283,712,429



283,712,429Other receivables and due from related parties


51,733,067



51,733,067



46,266,265



46,266,265Cash and cash equivalents


150,595,315



150,595,315



803,140,440



803,140,440Total


427,128,755



427,128,755



1,133,119,134



1,133,119,134Financial liabilitiesDerivative component of Series A, B and C convertible
    preference shares


186,601,049



186,601,049







Liability component of Series A, B and C convertible
    preference shares


136,209,726



111,388,427







Series D-1
    and D-2 convertible preference shares


150,809,121



150,809,121







Trade payables


152,273,917



152,273,917



200,720,634



200,720,634Other payables, advances from customers, due to related parties


18,527,916



18,527,916



42,827,947



42,827,947Interest-bearing borrowing










20,000,000



20,000,000Total


644,421,729



619,600,430



263,548,581



263,548,581           December 31, 2009Total fair value of equity

US$
95,418,000Expected volatility


61.9
%Dividend yield


0.00
%Risk-free rate


2.80
%Expected life


3.5    F-51




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  Series D-1
    Fair
    value hierarchy
            December 31, 2009Level 1

Level 2

Level 3RMB

RMB

RMB

RMBDerivative component of convertible preference shares
     Series A, B and C


186,601,049











186,601,049Convertible preference shares
     Series D-1
    and D-2


150,809,121











150,809,121337,410,170











337,410,170        F-52




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  19.  Trade
    payables
  2009

2010RMB

RMBTrade payables


152,273,917



200,720,634     20.  Other
    payables and accruals
  2009

2010RMB

RMBAccrued payroll


16,430,256



16,087,374Welfare and social insurance


4,824,064



4,860,665Accrued expenses


12,014,870



13,014,743Advances from customers


9,276,557



31,188,928Other payables


3,590,027



6,154,268Other tax payables


26,593,978



33,741,32772,729,752



105,047,305     21.  Related
    party disclosures
      2008

2009

2010RMB

RMB

RMBServices purchased from entities which are affiliates of key
    management personnel Beijing Easy Auto Reach Media Company Limited


870,000



1,560,000



2,520,000Services provided to entities which are affiliates of key
    management personnel Beijing Easycar Interactive Information Technology
    Co., Ltd










2,050,000 Beijing Le Jia Yi Ye Culture Media Company Limited










2,520,203







4,570,203   F-53




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  2008

2009

2010RMB

RMB

RMBDisposal of SHCC to an entity with common shareholders of the
    Company Autoworld Media Company Limited (Note 7)






350,000



     2009

2010RMB

RMBAmounts due from key management personnel


7,436,558



Amounts due from entities which are affiliates of key management
    personnel


8,304,855



13,154,794Total amounts due from related parties


15,741,413



13,154,794   2009

2010RMB

RMBAmounts due to entities which are affiliates of key management
    personnel


5,661,332



5,484,751Total amounts due to related parties


5,661,332



5,484,751       Compensation
    of key management personnel of the Group
  2008

2009

2010RMB

RMB

RMBWages and salaries


1,282,953



2,486,927



2,864,900Post-employment benefits


107,154



251,511



276,958Share-based payments


168,993



66,514



3,327,811Total compensation paid to key management personnel


1,559,100



2,804,952



6,469,669   22.
    Commitments
    and contingencies  Operating
    lease commitments  Group as lessee
   F-54




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
    2009

2010RMB

RMBWithin one year


14,216,668



13,553,603After one year but not more than five years


12,952,906



27,963,21727,169,574



41,516,820   Legal
    Proceedings
    23.  Financial
    risk management objectives and policies
    (i)  Interest
    rate risk
      (ii)  Foreign
    currency risk
   F-55




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
    Increase/Decrease

Effect on

Effect onin US$ Rate

Income Statement

Income StatementUS$

RMB2010


+5.00%



(3,374,065
)


(23,346,846
)−5.00%



3,729,230



23,346,8462009


+5.00%







−5.00%







   (iii)
    Liquidity
    risk    12-month
    Year Ended



Less Than

3 to 12December 31, 2009

On Demand

3 Months

Months

1 to 5 Years

TotalRMB

RMB

RMB

RMB

RMBConvertible preference shares














473,619,896



473,619,896Trade payables


78,787,981



29,317,648



44,168,288







152,273,917Other payables, advances from customers, and due to related
    parties


18,527,916















18,527,916Total


97,315,897



29,317,648



44,168,288



473,619,896



644,421,729   Year Ended



Less Than

3 to 12

1 to 5December 31, 2010

On Demand

3 Months

Months

Years

TotalRMB

RMB

RMB

RMB

RMBTrade payables


47,015,536



75,326,038



78,379,060







200,720,634Other payables, advances from customers, and due to related
    parties


42,827,947















42,827,947Interest-bearing borrowing










20,000,000







20,000,000Total


89,843,483



75,326,038



98,379,060







263,548,581   (iv)  Credit
    risk
   F-56




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
      (v)  Fair
    values
    Series D-1
  (vi)
    Capital
    management     F-57




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
      24.  Operating
    segment information
    
    The bitauto.com business segment comprises of advertising
    activities, and dealer subscription services targeted to the new
    car automobile market.
    The ucar.cn business segment comprises of advertising
    activities, and dealer listing services targeted to the used
    automobile market.
    The digital marketing solutions segment comprises of advertising
    activities, and advertising agent services.          DigitalYear Ended,

bitauto.com

ucar.cn

marketingDecember 31, 2008

business

business

solutions

TotalContinuing operationsRevenue


133,446,200



7,297,180



98,234,181



238,977,561Cost of revenue


(37,643,274
)


(14,701,613
)


(21,879,086
)


(74,223,973
)Gross profit


95,802,926



(7,404,433
)


76,355,095



164,753,588   F-58




---



##### Table of Contents



BITAUTO
    HOLDINGS LIMITED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2009 AND 2010
    (Amounts in Renminbi (RMB) except for number of
    shares)
  DigitalYear Ended,

bitauto.com

ucar.cn

marketingDecember 31, 2009

business

business

solutions

TotalContinuing operationsRevenue


159,288,147



12,224,150



121,800,764



293,313,061Cost of revenue


(57,733,780
)


(16,717,186
)


(31,295,320
)


(105,746,286
)Gross profit


101,554,367



(4,493,036
)


90,505,444



187,566,775   DigitalYear Ended,

bitauto.com

ucar.cn

marketingDecember 31, 2010

business

business

solutions

TotalContinuing operationsRevenue


291,127,962



19,013,034



147,964,046



458,105,042Cost of revenue


(79,790,465
)


(27,475,242
)


(41,435,009
)


(148,700,716
)Gross profit


211,337,497



(8,462,208
)


106,529,037



309,404,326     25.
    Approval
    of the consolidated financial statements   F-59