Simulación del Aumento del Nivel Medio del Mar

Contractual Arrangements with our PRC Special Purpose Entities and Their Shareholders

Due to certain restrictions under PRC law on foreign ownerships of entities engaged in Internet and advertising businesses, we conduct our operations in China through contractual arrangements among our wholly foreign owned PRC subsidiary, Beijing Bitauto Internet Information Company Limited, or BBII, our SPEs in China, or SPEs, and the shareholders of these SPEs. For a description of these contractual arrangements, see “Our Corporate History and Structure.”

Shareholders’ Agreements

On October 24, 2007, in connection with the issuance and sale of our Series C convertible preference shares, we entered into a shareholders’ agreement with holders of our then outstanding preference shares, our shareholder Proudview Limited, Mr. Bin Li, Mr. Weihai Qu and other principals. We granted the holders of our outstanding preference shares certain registration rights, including demand and piggyback registration rights and

Form F-3 registration rights. This 2007 shareholders’ agreement was subsequently terminated by the following shareholders’ agreement in 2009.

On July 8, 2009, in connection with the issuance and sale of our Series D-1 convertible preference shares, we entered into a shareholders’ agreement with holders of our preference shares, our shareholder Proudview Limited, Mr. Bin Li and Mr. Weihai Qu. We have granted the holders of our outstanding preference shares certain registration rights, including demand and piggyback registration rights and Form F-3 registration rights. See “Description of Share Capital — Registration Rights.”

Ordinary Share Issuances

See “Description of Share Capital — History of Securities Issuances” for a description of ordinary shares we have issued as of the date of this prospectus.

Private Placements

On March 9, 2006, we issued 2,500,000 and 750,000 Series A convertible preference shares, respectively, to LC Fund II and Authosis Capital Inc., for a total amount of $1,300,000. Together with the issuance of Series A

convertible preference shares, we issued warrants to LC Fund II and Authosis Capital Inc. to subscribe for 595,237.5 and 178,572.5 Series A convertible preference shares, respectively, for a total amount of $433,333. The warrants were exercised on August 14, 2006.

On August 14, 2006, we issued 439,870, 131,960 and 2,672,210 Series B convertible preference shares, respectively, to LC Fund II, Authosis Capital Inc. and NVCC Chinese New Stars I Partnership, for a total amount of $5,408,463. On August 31, 2006, we issued 2,494,062.5 Series B convertible preference shares to DCM IV, L.P. and DCM Affiliates Fund IV, L.P. for a total amount of $4,158,204.

On October 24, 2007, we issued 521,127.5, 3,811,517.5 and 96,930 Series C convertible preference shares to LC Fund II, DCM IV, L.P. and DCM Affiliates Fund IV, L.P., respectively, for a total amount of $13,600,000. On November 23, 2007, we issued 325,705 and 130,282.5 Series C convertible preference shares to Huitung Investments (BVI) Limited and Georgian Pine Investments LP, respectively, for a total amount of $1,400,000.

On July 20, 2009, we issued 3,484,345 Series D-1 convertible preference shares to Bertelsmann Asia Investments AG for a total amount of $12,000,000.

On July 20, 2009, we issued 794,065, 20,195 and 814,260 Series D-2 convertible preference shares to DCM IV, L.P., DCM Affiliates Fund IV, L.P. and Huitung Investments (BVI) Limited, respectively. These preference shares were converted from the corresponding convertible promissory notes, which we issued to DCM IV, L.P., DCM Affiliates Fund IV, L.P. and Huitung Investments (BVI) Limited, respectively, on June 27, 2008.

The purchase price per share was determined through an arm’s-length negotiation with these investors and was approved by our board of directors. The preference shares are convertible, at the option of the holders of the preference shares, at any time after the date of issuance of such preference shares, into ordinary shares.

Transactions with Entities Controlled by Certain Directors, Officers and Shareholders

On June 27, 2008, we distributed cash and the net assets of Autoworld Media Company Limited, Autoworld Business Consulting (Shanghai) Co., Limited and Beijing Carsfun Information Technology Limited to our shareholders on a pro rata basis according to each shareholder’s percentage equity interest in our company. The distribution amounted to RMB12,834,548.

Since 2008, we have purchased toll-free calling services from Beijing Easy Auto Reach Media Company Limited, a company with common shareholders of us. In 2008, 2009 and the nine months ended September 30, 2010, the purchase prices charged by Beijing Easy Auto Reach Media Company Limited amounted to RMB870,000, RMB1,560,000 and RMB1,890,000, respectively.

On September 22, 2009, we sold Shanghai Cheng Chen Media Company Limited to a PRC special purpose entity of Autoworld Media Company Limited for consideration of RMB350,000.

On May 31, 2010, in order to better align our business with our long-term growth strategy and focus on our core business of providing Internet content and marketing services, we distributed to our shareholders cash and the net assets of the entities that provide advertising services through traditional media forms, such as radio, television newspapers and magazines. The distribution was made on a pro rata basis according to each shareholder’s percentage equity interest in our company. We recognized a distribution to shareholders of RMB102.0 million ($15.2 million) in the unaudited interim consolidated statement of changes in equity for the period ended September 30, 2010, which included RMB8.1 million ($1.2 million) cash balances of the distributed entities.

On October 28, 2010, we effected a 1-to-2.5 share split. As a result, the number of our issued and outstanding convertible preference shares increased from 7,904,136 to 19,760,340.

Loans Extended to Certain Directors and Officers and Entities Controlled by Certain Directors, Officers and Shareholders

From time to time, we provide unsecured loans to our executive officers on an interest-free basis and with no fixed term of repayment. As of September 30, 2010, the total amount due from our key executive offers was RMB6.5 million, among which RMB3.8 million was due from Mr. Xuan Zhang, RMB2.4 million from Mr. Weihai Qu and RMB0.05 million from Mr. Bin Li. All outstanding loans due from our directors and officers have been repaid in full.

Contractual Arrangements with BBIT, CIG, BEAM and their Respective Shareholders.

See “Our Corporate History and Structure — Contractual Arrangements with our PRC SPEs.”

Employment Agreements

See “Management — Employment Agreements.”

Stock Incentive Plan

See “Management — 2006 Stock Incentive Plan” and “Management — 2010 Stock Incentive Plan.”