Exhibit 4.8


 





Amended
and Restated Exclusive Option Agreement


 


This
Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties
as of August 19, 2019 in Beijing, the People’s Republic of China (“China” or the “PRC”):


 


	Party
    A:	 	Beijing
    Bitauto Internet Information Co., Ltd., 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, a Chinese citizen with 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 Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall be collectively
referred to as the “Parties”.


 


Whereas:


 


		1.	Party B is a shareholder of Party C and as of the date hereof holds 99% of equity interests of
Party C, representing RMB198,000,000 in the registered capital of Party C.



 


		2.	Party A and Party B executed the Loan Agreements (“Loan Agreements”) on March 9, 2006,
March 31, 2009 and August 19, 2019, respectively, according to which Party A confirmed that it provided to Party B certain loan
to be used for the purpose of subscribing the registered capital of Party C.



 


		3.	Party A, Party B and Party C executed an Exclusive Option Agreement (the “Original Exclusive
Option Agreement”) on March 31, 2009. The Parties agree to amend certain provisions of the Original Exclusive Option Agreement
by executing this Agreement, which shall supersede and replace the Original Exclusive Option Agreement upon the effective date
of this Agreement.



 


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


 






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		1.	Sale and Purchase of Equity Interest



 


		1.1	Option Granted



 


In consideration
of the payment of RMB10 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably
grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”)
to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole at Party
A’s sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein
(such right being the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall
be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby
agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein
shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.


 


		1.2	Steps for Exercise of Equity Interest Purchase Option



 


Subject to
the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written
notice to Party B (the “Equity Interest Purchase Option Notice”), specifying: (a) Party A’s or the Designee’s
decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased by Party A or the
Designee from Party B (the “Optioned Interests”); and (c) the date for purchasing the Optioned Interests or the date
for transfer of the Optioned Interests.


 


		1.3	Equity Interest Purchase Price



 


The purchase
price of all equity interests held by Party B in Party C purchased by Party A by exercising the Equity Interest Purchase Option
shall be 198,000,000; if Party A exercises the Equity Interest Purchase Option to purchase part of the equity interests held by
Party B in Party C, the purchase price shall be calculated on a pro rata basis. If PRC law requires a minimum price higher than
the aforementioned price when Party A exercises the Equity Interest Purchase Option, the minimum price regulated by PRC law shall
be the purchase price (collectively, the “Equity Interest Purchase Price”).


 


		1.4	Transfer of Optioned Interests



 


For each
exercise of the Equity Interest Purchase Option:


 


		1.4.1	Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution
shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);



 


		1.4.2	Within thirty (30) days after receipt of the Equity Interest Purchase Option Notice by Party B
from Party A and/or any Designee (whichever is applicable), Party B and Party A and/or such Designee (whichever is applicable)
shall complete all procedures for Party A’s and/or such Designee’s (whichever is applicable) acquisition of such Optioned
Interests and for Party A and/or such Designee (whichever is applicable) becoming a shareholder of Party C, including without limitation
execution of an equity interest transfer contract and any other necessary documents or agreements, adoption of any necessary resolutions,
issuance of any necessary documents by Party C and performance of all relevant procedures;



 






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		1.4.3	The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain
all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests
to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the
registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests”
shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first
refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest
created by this Agreement, Party B's Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s
Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and
among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s
Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof
granting Party A with power of attorney and any modification, amendment and restatement thereto.



 


		1.5	Payment



 


The Parties
have agreed in the Loan Agreements that any proceeds obtained by Party B through the transfer of its equity interests in Party
C shall be used for repayment of the loan provided by Party A in accordance with the Loan Agreements. Accordingly, upon exercise
of the Equity Interest Purchase Option, Party A may offset the Equity Interest Purchase Price through debts and liabilities owed
by Party B to Party A (including without limitation the outstanding amount of the loan owed by Party B to Party A).


 


		2.	Covenants



 


		2.1	Covenants regarding Party C



 


Party B (as
a shareholder of Party C) and Party C hereby covenant as follows:


 


		2.1.1	Without the prior written consent of Party A, they shall not in any manner supplement, change or
amend the articles of association of Party C, increase or decrease its registered capital, or change its structure of registered
capital in other manners;



 






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		2.1.2	They shall maintain Party C’s corporate existence in accordance with good financial and business
standards and practices, obtain and maintain all necessary government licenses and permits by prudently and effectively operating
its business and handling its affairs;



 


		2.1.3	Without the prior written consent of Party A, they shall not at any time following the date hereof,
sell, transfer, mortgage or dispose of in any manner any material assets of Party C or legal or beneficial interest in the material
business or revenues of Party C of more than RMB200,000, or allow the encumbrance thereon of any security interest;



 


		2.1.4	Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer
the existence of any debt, except for payables incurred in the ordinary course of business other than through loans;



 


		2.1.5	They shall always operate all of Party C’s businesses in the ordinary course of business
to maintain the asset value of Party C and refrain from any action/omission that may affect Party C’s operating status and
asset value;



 


		2.1.6	Without the prior written consent of Party A, they shall not cause Party C to execute any major
contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding
RMB500,000 shall be deemed a major contract);



 


		2.1.7	Without the prior written consent of Party A, they shall not cause Party C to provide any person
with any loan or credit;



 


		2.1.8	They shall provide Party A with information on Party C's business operations and financial condition
at Party A's request;



 


		2.1.9	If requested by Party A, they shall procure and maintain insurance in respect of Party C's assets
and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate
similar businesses;



 


		2.1.10	Without the prior written consent of Party A, they shall not cause or permit Party C to merge,
consolidate with, acquire or invest in any person;



 


		2.1.11	They shall immediately notify Party A of the occurrence or possible occurrence of any litigation,
arbitration or administrative proceedings relating to Party C’s assets, business or revenue;



 






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		2.1.12	To maintain the ownership by Party C of all of its assets, they shall execute all necessary or
appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary
or appropriate defenses against all claims;



 


		2.1.13	Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner
distribute dividends to its shareholders, provided that upon Party A’s written request, Party C shall immediately distribute
all distributable profits to its shareholders; and



 


		2.1.14	At the request of Party A, they shall appoint any person designated by Party A as the director
or executive director of Party C.



 


		2.2	Covenants of Party B



 


Party B hereby covenants
as follows:


 


		2.2.1	Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose
of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance
thereon, except for the interest placed in accordance with Amended and Restated Equity Interest Pledge Agreement entered into by
and among the Party A and Party B on August 19, 2019 (the “Equity Interest Pledge Agreement”) and Power of Attorney
provided by Party B to Party A on August 19, 2019 (the “Power of Attorney”);



 


		2.2.2	Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting
and/or the directors (or the executive director) of Party C not to approve any sale, transfer, mortgage or disposition in any other
manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon
of any security interest, except for the interest placed in accordance with Equity Interest Pledge Agreement and Power of Attorney;



 


		2.2.3	Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting
or the directors (or the executive director) of Party C not to approve the merger or consolidation with any person, or the acquisition
of or investment in any person;



 


		2.2.4	Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation,
arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;



 


		2.2.5	Party B shall cause the shareholders' meeting or the directors (or the executive director) of Party
C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other
actions that may be requested by Party A;



 






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		2.2.6	To the extent necessary to maintain Party B's ownership in Party C, Party B shall execute all necessary
or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary
or appropriate defenses against all claims;



 


		2.2.7	Party B shall appoint any designee of Party A as the director or the executive director of Party
C, at the request of Party A;



 


		2.2.8	Party B hereby waives its right of first of refusal to transfer of equity interest by any other
shareholder of Party C to Party A (if any), and gives consent to execution by each other shareholder of Party C with Party A and
Party C the exclusive option agreement, the equity interest pledge agreement and the power of attorney similar to this Agreement,
Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney and undertakes not to take any action in
conflict with such documents executed by the other shareholders;



 


		2.2.9	Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation to Party
A or any other person designated by Party A to the extent permitted under applicable PRC laws; and



 


		2.2.10	Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or
separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from
any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining
rights with respect to the equity interests subject to this Agreement hereunder or under the Party B’s Equity Interest Pledge
Agreement or under the Party B’s Power of Attorney, Party B shall not exercise such rights except in accordance with the
written instructions of Party A.



 


		3.	Representations and Warranties



 


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


 


		3.1	They have the power, capacity and authority to execute and deliver this Agreement and any equity
interest transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a “Transfer
Contract”), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to
enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest
Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal,
valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;



 






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



 


		3.3	The execution and delivery of this Agreement or any Transfer Contracts and the obligations under
this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent
with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts
or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments
to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued
effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of
additional conditions to any licenses or permits issued to either of them;



 


		3.4	Party B has a good and merchantable title to the equity interests held by Party B in Party C. Except
for Equity Interest Pledge Agreement and Power of Attorney, Party B has not placed any security interest on such equity interests;



 


		3.5	Party C is a limited liability company duly organized and validly existing under the laws of the
PRC. Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned
assets;



 


		3.6	Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course
of business; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained.



 


		3.7	Party C has complied with all laws and regulations of China applicable to asset acquisitions; and



 


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



 


		4.	Effective Date and Term



 


This Agreement
shall become effective upon execution by the Parties, and remain effective until all equity interests held by Party B in Party
C have been transferred or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement.


 






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		5.	Governing Law and Resolution of Disputes



 


		5.1	Governing law



 


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


 


		5.2	Methods of Resolution of Disputes



 


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


 


		6.	Taxes and Fees



 


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


 


		7.	Notices



 


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



 


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



 


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



 


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



 


		Party A:	Beijing Bitauto Internet Information 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



		Attn:	Li Bin



		Phone:	+8610 6849 2345



 






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		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



 


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



 


		8.	Confidentiality



 


The Parties
acknowledge that 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 other Parties, 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.


 


		9.	Further Warranties



 


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


 






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		10.	Breach of Agreement



 


		10.1	If Party B or Party C conducts any material breach of any term of this Agreement, Party A shall
have right to terminate this Agreement and/or require the Party B or Party C to compensate all damages; this Section 10 shall not
prejudice any other rights of Party A herein;



 


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



 


		11.	Miscellaneous



 


		11.1	Amendment, change and supplement



 


Any amendment,
change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.


 


		11.2	Entire agreement



 


Except for
the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute
the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all
prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.
This Agreement supersedes, in its entirety, the Original Exclusive Option Agreement relating to the matters set forth herein, which
shall be terminated as of the effective date of this Agreement.


 


		11.3	Headings



 


The headings
of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the
provisions of this Agreement.


 


		11.4	Language



 


This Agreement
is written in both Chinese and English language in three copies, each Party having one copy. In case there is any conflict between
the Chinese version and the English version, the Chinese version shall prevail.


 


		11.5	Severability



 


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


 






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		11.6	Successors



 


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


 


		11.7	Survival



 


		11.7.1	Any obligations that occur or that are due as a result of this Agreement upon the expiration or
early termination of this Agreement shall survive the expiration or early termination thereof.



 


		11.7.2	The provisions of Sections 5, 8, 10 and this Section 11.7 shall survive the termination of this
Agreement.



 


		11.8	Waivers



 


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


 






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IN WITNESS WHEREOF,
the Parties have caused their authorized representatives to execute this Amended and Restated Exclusive Option 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 Exclusive Option Agreement