Exhibit 4.9


 





Amended
and Restated Equity Interest Pledge Agreement


 


This
Amended and Restated Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following
parties on August 19, 2019 in Beijing, the People’s Republic of China (“China” or the “PRC”):


 


	Party A:	 	Beijing Bitauto
    Internet Information Co., Ltd. (hereinafter “Pledgee”), a wholly foreign owned enterprise, organized and existing
    under the laws of the PRC, with its address at Unit D, E, F, G, H, J of Beijing New Century Hotel Office Building 10 Flr,
    No. 3 Office Building, No. 6 Beijing Capital Stadium Road South, Haidian District, Beijing, P. R. China;
	 	 	 
	Party B:	 	Li Bin (hereinafter “Pledgor”),
    a Chinese citizen with Chinese Identification No.:                            ; and
	 	 	 
	Party C:	 	Beijing Bitauto Information
    Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address at
    Room 657 of Beijing New Century Hotel Office Building 6 Flr, No. 6 Beijing Capital Stadium Road South, Haidian District, Beijing,
    P. R. China.




 


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


 


Whereas:


 


		1.	Pledgor is a citizen of China who as of the date hereof
holds 99% of equity interests of Party C, representing RMB198,000,000 the registered capital of Party C. Party C is a limited
liability company registered in Beijing, China, engaging in e-commerce and internet content provision business. Party C acknowledges
the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance
in registering the Pledge;



 


		2.	Pledgee is a wholly foreign-owned enterprise registered
in China. Pledgee and Party C which is owned by Pledgor have executed an Exclusive Business Cooperation Agreement (as defined
below) in Beijing; Party C, Pledgee and Pledgor have executed an Exclusive Option Agreement (as defined below);Pledgor has executed
a Power of Attorney (as defined below) in favor of Pledgee; and Pledgee and Pledgor have executed the Loan Agreements (as defined
below);



 


		3.	To ensure that Party C and Pledgor fully perform their
obligations under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement, the Loan Agreements and the Power
of Attorney, Pledgor hereby pledges to the Pledgee all of the equity interest that Pledgor holds in Party C as security for Party
C’s and Pledgor’s obligations under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement,
the Loan Agreements and the Power of Attorney.



 






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		4.	Pledgee, Pledgor and Party C executed an Equity Interest
Pledge Agreement (the “Original Equity Interest Pledge Agreement”) on March 31, 2009; The Parties agree to amend and
restate the Original Equity Interest Pledge Agreement by executing this Agreement, which shall supersede and replace the Original
Equity Interest Pledge Agreement upon the effective date of this Agreement.



 


To perform the provisions of the
Transaction Documents (as defined below), the Parties have mutually agreed to execute this Agreement upon the following terms.


 


		1.	Definitions



 


Unless otherwise
provided herein, the terms below shall have the following meanings:


 


		1.1	Pledge: shall refer to the security interest granted
by Pledgor to Pledgee pursuant to Section 2 of this Agreement, i.e., the right of Pledgee to be paid in priority with the Equity
Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale
of the Equity Interest.



 


		1.2	Equity Interest: shall refer to all of the equity interest lawfully now held and hereafter acquired
by Pledgor in Party C.



 


		1.3	Term of Pledge: shall refer to the term set forth in Section 3 of this Agreement.



 


		1.4	Transaction Documents: shall refer to the Exclusive Business Cooperation Agreement executed by
and between Party C and Pledgee on March 9, 2006 (the “Exclusive Business Cooperation Agreement”), the Amended and
Restated Exclusive Option Agreement executed by and among Party C, Pledgee and Pledgor on August 19, 2019 (the “Exclusive
Option Agreement”), the Loan Agreements executed by and between Pledgee and Pledgor on March 9, 2006, March 31, 2009 and
August 19, 2019, respectively, (the “Loan Agreements”), Power of Attorney executed on August 19, 2019 by Pledgor (the
 “Power of Attorney”) and any modification, amendment and restatement to the aforementioned documents.



 


		1.5	Contract Obligations: shall refer to all the obligations of Pledgor under the Exclusive Option Agreement, the Power of Attorney,
the Loan Agreements and this Agreement; all the obligations of Party C under the Exclusive Business Cooperation Agreement, the
Exclusive Option Agreement and this Agreement.



 


		1.6	Secured Indebtedness: shall refer to all the direct, indirect and derivative losses and losses of anticipated profits, suffered
by Pledgee, incurred as a result of any Event of Default under the Transaction Documents. The amount of such loss shall be calculated
in accordance with the reasonable business plan and profit forecast of Pledgee, the consulting and service fees payable to Pledgee
under the Exclusive Business Cooperation Agreement, damages and relevant fees, all expenses occurred in connection with enforcement
by Pledgee of Pledgor’s and/or Party C’s Contract Obligations and etc.



 






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		1.7	Event of Default: shall refer to any of the circumstances set forth in Section 7 of this Agreement.



 


		1.8	Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement
declaring an Event of Default.



 


		2.	Pledge



 


		2.1	Pledgor agrees to pledge all the Equity Interest as security for performance of the Contract Obligations
and payment of the Secured Indebtedness under this Agreement. Party C hereby assents that Pledgor pledges the Equity Interest to
the Pledgee pursuant to this Agreement.



 


		2.2	During the term of the Pledge, Pledgee is entitled to receive dividends distributed on the Equity
Interest. Pledgor may receive dividends distributed on the Equity Interest only with prior written consent of Pledgee. Dividends
received by Pledgor on Equity Interest after deduction of individual income tax paid by Pledgor shall be, as required by Pledgee,
(1) deposited into an account designated and supervised by Pledgee and used to secure the Contract Obligations and pay the Secured
Indebtedness prior and in preference to make any other payment; or (2) unconditionally donated to Pledgee or any other person designated
by Pledgee to the extent permitted under applicable PRC laws.



 


		2.3	Pledgor may subscribe for capital increase in Party C only with prior written consent of Pledgee.
Any equity interest obtained by Pledgor as a result of Pledgor’s subscription of the increased registered capital of the
Company shall also be deemed as Equity Interest.



 


		2.4	In the event that Party C is required by PRC law to be liquidated or dissolved, any interest distributed
to Pledgor upon Party C’s dissolution or liquidation shall, upon the request of the Pledgee, be (1) deposited into an account
designate and supervised by Pledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and in preference
to make any other payment; or (2) unconditionally donated to Pledgee or any other person designated by Pledgee to the extent permitted
under applicable PRC laws.



 






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		3.	Term of Pledge



 


		3.1	The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated
herein is registered with relevant administration for industry and commerce (the “AIC”). The Pledge shall remain effective
until all Contract Obligations have been fully performed and all Secured Indebtedness have been fully paid. Pledgor and Party C
shall (1) register the Pledge in the shareholders’ register of Party C within 3 business days following the execution of
this Agreement, and (2) submit an application to the AIC for the registration of the Pledge of the Equity Interest contemplated
herein within 10 business days following the execution of this Agreement. The parties covenant that for the purpose of registration
of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AIC this Agreement or an equity interest
pledge contract in the form required by the AIC at the location of Party C which shall truly reflect the information of the Pledge
hereunder (the “AIC Pledge Contract”). For matters not specified in the AIC Pledge Contract, the parties shall be bound
by the provisions of this Agreement. Pledgor and Party C shall submit all necessary documents and complete all necessary procedures,
as required by the PRC laws and regulations and the relevant AIC, to ensure that the Pledge of the Equity Interest shall be registered
with the AIC as soon as possible after submission for filing.



 


		3.2	During the Term of Pledge, in the event Pledgor and/or Party C fails to perform the Contract Obligations
or pay Secured Indebtedness, Pledgee shall have the right, but not the obligation, to exercise the Pledge in accordance with the
provisions of this Agreement.



 


		4.	Custody of Records for Equity Interest subject to
Pledge



 


		4.1	During the Term of Pledge set forth in this Agreement,
Pledgor shall deliver to Pledgee’s custody the capital contribution certificate for the Equity Interest and the shareholders’
register containing the Pledge within one week from the execution of this Agreement. Pledgee shall have custody of such documents
during the entire Term of Pledge set forth in this Agreement.



 


		5.	Representations and Warranties of Pledgor and Party
C



 


As of the execution date of
this Agreement, Pledgor and Party C hereby jointly and severally represent and warrant to Pledgee that:


 


		5.1	Pledgor is the sole legal and beneficial owner of the Equity Interest.



 


		5.2	Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with
the provisions set forth in this Agreement.



 


		5.3	Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the
Equity Interest.



 


		5.4	Pledgor and Party C have obtained any and all approvals and consents from applicable government
authorities and third parties (if required) for execution, delivery and performance of this Agreement.



 


		5.5	The execution, delivery and performance of this Agreement will not: (i) violate any relevant PRC
laws; (ii) conflict with Party C’s articles of association or other constitutional documents; (iii) result in any breach
of or constitute any default under any contract or instrument to which it is a party or by which it is otherwise bound; (iv) result
in any violation of any condition for the grant and/or maintenance of any permit or approval granted to any Party; or (v) cause
any permit or approval granted to any Party to be suspended, cancelled or attached with additional conditions.



 






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		6.	Covenants of Pledgor and Party C



 


		6.1	During the term of this Agreement, Pledgor and Party C hereby jointly and severally covenant to
the Pledgee:



 


		6.1.1	Pledgor shall not transfer the Equity Interest, place or permit the existence of any security interest
or other encumbrance on the Equity Interest or any portion thereof, without the prior written consent of Pledgee, except for the
performance of the Transaction Documents;



 


		6.1.2	Pledgor and Party C shall comply with the provisions of all laws and regulations applicable to
the pledge of rights, and within five (5) days of receipt of any notice, order or recommendation issued or prepared by relevant
competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall
comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned
matters upon Pledgee’s reasonable request or upon consent of Pledgee;



 


		6.1.3	Pledgor and Party C shall promptly notify Pledgee of any event or notice received by Pledgor that
may have an impact on the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have
an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.



 


		6.1.4	Party C shall complete the registration procedures for extension of the term of operation within
three (3) months prior to the expiration of such term to maintain the validity of this Agreement.



 


		6.2	Pledgor agrees that the rights acquired by Pledgee
in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives
of Pledgor or any other persons through any legal proceedings.



 


		6.3	To protect or perfect the security interest granted
by this Agreement for the Contract Obligations and Secured Indebtedness, Pledgor hereby undertakes to execute in good faith and
to cause other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required
by Pledgee. Pledgor also undertakes to perform and to cause other parties who have an interest in the Pledge to perform actions
required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and
to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal
persons). Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the
Pledge that are required by Pledgee.



 






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		6.4	Pledgor hereby undertakes to comply with and perform
all guarantees, promises, agreements, representations and conditions under this Agreement.



 


		7.	Event of Breach



 


		7.1	The following circumstances shall be deemed Event
of Default:



 


		7.1.1	Pledgor’s any breach to any obligations under the Transaction Documents and/or this Agreement.



 


		7.1.2	Party C’s any breach to any obligations under the Transaction Documents and/or this Agreement.



 


		7.2	Upon notice or discovery of the occurrence of any
circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor and Party C shall immediately
notify Pledgee in writing accordingly.



 


		7.3	Unless an Event of Default set forth in this Section
7.1 has been successfully resolved to Pledgee’s satisfaction within twenty (20) days after the Pledgee and /or Party C delivers
a notice to the Pledgor requesting ratification of such Event of Default, Pledgee may issue a Notice of Default to Pledgor in
writing at any time thereafter, demanding the Pledgor to immediately exercise the Pledge in accordance with the provisions of
Section 8 of this Agreement.



 


		8.	Exercise of Pledge



 


		8.1	Pledgee shall issue a written Notice of Default to
Pledgor when it exercises the Pledge.



 


		8.2	Subject to the provisions of Section 7.3, Pledgee
may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section
8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with
the Equity Interest.



 


		8.3	After Pledgee issues a Notice of Default to Pledgor
in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and
this Agreement, including but not limited to being paid in priority with the Equity Interest based on the monetary valuation that
such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not
be liable for any loss incurred by its duly exercise of such rights and powers.



 






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		8.4	The proceeds from exercise of the Pledge by Pledgee
shall be used to pay for tax and expenses incurred as result of disposing the Equity Interest and to perform Contract Obligations
and pay the Secured Indebtedness to the Pledgee prior and in preference to any other payment. After the payment of the aforementioned
amounts, the remaining balance shall be returned to Pledgor or any other person who have rights to such balance under applicable
laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor.
To the extent permitted under applicable PRC laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee
or any other person designated by Pledgee.



 


		8.5	Pledgee may exercise any remedy measure available
simultaneously or in any order. Pledgee may exercise the right to being paid in priority with the Equity Interest based on the
monetary valuation that such Equity Interest is converted into or from the proceeds from auction or sale of the Equity Interest
under this Agreement, without exercising any other remedy measure first.



 


		8.6	Pledgee is entitled to designate an attorney or other
representatives to exercise the Pledge on its behalf, and Pledgor or Party C shall not raise any objection to such exercise.



 


		8.7	When Pledgee disposes of the Pledge in accordance
with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance
with this Agreement.



 


		9.	Breach of Agreement



 


		9.1	If Pledgor or Party C conducts any material breach
of any term of this Agreement, Pledgee shall have right to terminate this Agreement and/or require Pledgor or Party C to indemnify
all damages; this Section 9 shall not prejudice any other rights of Pledgee herein;



 


		9.2	Pledgor or Party C shall not have any right to terminate
this Agreement in any event unless otherwise required by applicable laws.



 


		10.	Assignment



 


		10.1	Without Pledgee’s prior written consent, Pledgor
and Party C shall not have the right to assign or delegate their rights and obligations under this Agreement.



 


		10.2	This Agreement shall be binding on Pledgor and his/her
successors and permitted assigns, and shall be valid with respect to Pledgee and each of his/her successors and assigns.



 


		10.3	At any time, Pledgee may assign any and all of its
rights and obligations under the Transaction Documents and this Agreement to its designee(s), in which case the assigns shall
have the rights and obligations of Pledgee under the Transaction Documents and this Agreement, as if it were the original party
to the Transaction Documents and this Agreement.



 






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		10.4	In the event of change of Pledgee due to assignment,
Pledgor and/or Party C shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms
and conditions as this Agreement, and register the same with the relevant AIC.



 


		10.5	Pledgor and Party C shall strictly abide by the provisions
of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Transaction
Documents, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness
and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be
exercised by Pledgor except in accordance with the written instructions of Pledgee.



 


		11.	Termination



 


		11.1	Upon the fulfillment of all Contract Obligations and the full payment of all Secured Indebtedness
by Pledgor and Party C, Pledgee shall release the Pledge under this Agreement upon Pledgor’s request as soon as reasonably
practicable and shall assist Pledgor to de-register the Pledge from the shareholders’ register of Party C and with relevant
PRC local administration for industry and commerce.



 


		11.2	The provisions under Sections 9, 13, 14 and 11.2 herein of this Agreement shall survive the expiration
or termination of this Agreement.



 


		12.	Handling Fees and Other Expenses



 


All fees and out of pocket expenses
relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees,
shall be borne by Party C.


 


		13.	Confidentiality



 


The Parties acknowledge that the
existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with
the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality
of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant
confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than
through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable
laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to
be disclosed by any Party to its shareholders, directors, employees, legal counsels or financial advisors regarding the transaction
contemplated hereunder, provided that such shareholders, directors, employees, legal counsels or financial advisors shall be bound
by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the
shareholders, director, employees of or agencies engaged by any Party shall be deemed disclosure of such confidential information
by such Party and such Party shall be held liable for breach of this Agreement.


 






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		14.	Governing Law and Resolution of Disputes



 


		14.1	The execution, effectiveness, construction, performance,
amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.



 


		14.2	In the event of any dispute with respect to the construction
and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the
Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution
of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade
Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing.
The arbitration award shall be final and binding on all Parties.



 


		14.3	Upon the occurrence of any disputes arising from the
construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under
dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their
respective obligations under this Agreement.



 


		15.	Notices



 


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



 


		15.2	Notices given by personal delivery, by courier service
or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified
for notices.



 


		15.3	Notices given by facsimile transmission shall be deemed
effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).



 


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



 






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		Party A:	Beijing Bitauto Internet Information Co., Ltd.



		Address:	Unit D, E, F, G, H, J of Beijing New Century Hotel Office Building 10 Flr, No. 3 Office Building, No. 6 Beijing Capital Stadium
Road South, Haidian District, Beijing, P. R. China 100044.



		Attn:	Li Bin



		Phone:	+8610 6849 2345



 


		Party B:	Li Bin



		Address:	Unit D, E, F, G, H, J of Beijing New Century Hotel Office Building 10 Flr, No. 3 Office Building,
No. 6 Beijing Capital Stadium Road South, Haidian District, Beijing, P. R. China 100044.



		Phone:	



 


		Party C:	Beijing Bitauto Information Technology Co., Ltd.



		Address:	Unit D, E, F, G, H, J of Beijing New Century Hotel
Office Building 10 Flr, No. 3 Office Building, No. 6 Beijing Capital Stadium Road South, Haidian District, Beijing, P. R. China
100044.



		Attn:	Li Bin



		Phone:	+8610 6849 2345



 


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



 


		16.	Entire Agreement



 


Except for the amendments, supplements
or changes in writing executed after the execution of this agreement, this agreement, together with all the exhibits hereto and
thereto, shall constitute and contain the entire agreement and understanding of the parties with respect to the subject matter
hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between
the parties respecting the subject matter hereof. This agreement supersedes, in its entirety, the Original Equity Interest Pledge
Agreement, which shall be terminated as of the effective date of this agreement.


 


		17.	Severability



 


In the event that one or several
of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws
or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or
compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions
with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic
effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable
provisions.


 






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		18.	Attachments



 


The attachments set forth herein
shall be an integral part of this Agreement.


 


		19.	Effectiveness



 


		18.1	This Agreement shall become effective upon execution
by the Parties.



 


		18.2	Any amendments, changes and supplements to this Agreement
shall be in writing and shall become effective upon completion of the governmental filing procedures (if applicable) after the
affixation of the signatures or seals of the Parties.



 


		20.	Language and Counterparts



 


This Agreement is written in Chinese
and English in four copies. Pledgor, Pledgee and Party C shall hold one copy respectively and the other copy shall be used for
registration. In case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.


 


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IN WITNESS WHEREOF,
the Parties have caused their authorized representatives to execute this Amended and Restated Equity Interest Pledge Agreement
as of the date first above written.


 


 


		Party A:	Beijing Bitauto Internet Information Co., Ltd. (Seal)



 


 


		By:	/s/ Li Bin     



		Name:	Li Bin



		Title:	Legal Representative



 


 


 


		Party B:	Li Bin



 


 


		By:	/s/ Li Bin     



 


 


 


		Party C:	Beijing Bitauto Information Technology Co., Ltd. (Seal)



 


 


		By:	/s/ Li Bin     



		Name:	Li Bin



		Title:	Legal Representative



 


 






    Signature Page to Amended and Restated Equity Interest Pledge Agreement


     


    

 


Attachments:


 


		1.	Shareholders’ Register of Party C;



 


		2.	The Capital Contribution Certificate for Party C.



 


 






    
Attachment to Amended and Restated Equity Interest Pledge Agreement