ChinaVirtuoso

Chinese e-commerce provider JD.com jointly announced with Internet search engine Baidu.com and diversified online service company Tencent an investment in Bitauto, a Chinese automotive industry Internet company.

Each of the three companies aim to raise USD50 million to take their respective stakes in Bitauto. Baidu, Tencent and JD.com each agrees to purchase 2,471,577 newly issued ordinary shares of Bitauto at USD20.23 per share, corresponding to USD20.23 per American depositary share, each representing one ordinary share of Bitauto. The purchase price represents the average volume weighted closing trading price of Bitauto's ADSs for the five trading days prior to the signing of the definitive agreements.

Bitauto also announced that pursuant to definitive agreements entered into by and between Bitauto and PA Grand Opportunity Limited, Bitauto agrees to issue convertible bonds to PAG or its affiliates in an aggregate principal amount of up to USD150 million. William Li, chief executive officer and chairman of Bitauto will indirectly purchase a portion of the CBs through PAG under a total return swap arrangement with PAG.

Upon the closing of both transactions, Baidu, Tencent, JD.com and holders of the CBs will hold 3.2%, 7.1%, 23.5% and 8.2%, respectively, of Bitauto's outstanding shares on a fully diluted basis taking into effect the new issuance and the conversion of the CBs at the initial conversion price.

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