Autohome
Annual Report 2016

Plain-text annual report

Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGEACT OF 1934OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2016OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period from to OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934Date of event requiring this shell company report Commission file number: 001-36222 Autohome Inc.(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)10th Floor Tower B, CEC Plaza3 Dan Ling StreetHaidian District, Beijing 100080The People’s Republic of China(Address of principal executive offices)Julian Jiun-Lang WangChief Financial OfficerTel: +86 (10) 5985-7001E-mail: ir@autohome.com.cnFax: +86 (10) 5985-738710th Floor Tower B, CEC Plaza3 Dan Ling StreetHaidian District, Beijing 100080The People’s Republic of China(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Persons)Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which RegisteredClass A ordinary shares, par value US$0.01 per share* The New York Stock Exchange *Not for trading, but only in connection with the listing on The New York Stock Exchange of the American depositary shares (“ADSs”). Currently, oneADS represents one Class A ordinary share.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) Indicate the number of outstanding shares of each of the Issuer’s classes of Shares as of the close of the period covered by the annual report.115,297,224 Class A ordinary shares, par value US$0.01 per share, and 0 Class B ordinary shares, par value US$0.01 per share, were outstanding as ofDecember 31, 2016.Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934. Yes ☐ No ☒Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data Filerequired to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit and post such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐Non-accelerated filer ☐ Emerging growth company ☐If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a)of the Exchange Act. ☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April 5, 2012.Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☒ International Financial Reporting Standards as issuedby the International Accounting Standards Board ☐ Other ☐If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected tofollow: Item 17 ☐ Item 18 ☐If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). Yes ☐ No ☒(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐ Table of ContentsTABLE OF CONTENTS INTRODUCTION 1 FORWARD-LOOKING STATEMENTS 1 PART I. 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 2 ITEM 4. INFORMATION ON THE COMPANY 36 ITEM 4A UNRESOLVED STAFF COMMENTS 62 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 62 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 83 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 96 ITEM 8. FINANCIAL INFORMATION 100 ITEM 9. THE OFFER AND LISTING 100 ITEM 10. ADDITIONAL INFORMATION 101 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 111 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 112 PART II. 114 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 114 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 114 ITEM 15. CONTROLS AND PROCEDURES 114 ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT 115 ITEM 16B CODE OF ETHICS 115 ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES 116 ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 116 ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 116 ITEM 16F CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 116 ITEM 16G CORPORATE GOVERNANCE 117 ITEM 16H MINE SAFETY DISCLOSURE 117 PART III. 117 ITEM 17. FINANCIAL STATEMENTS 117 ITEM 18. FINANCIAL STATEMENTS 117 ITEM 19. EXHIBITS 117 iTable of ContentsINTRODUCTIONUnless otherwise indicated and except where the context otherwise requires, references in this annual report on Form 20-F to: • “ADSs” are to our American depositary shares, each of which represents one Class A ordinary share; • “CAGR” refers to compound annual growth rate; • “China” or the “PRC” are to the People’s Republic of China, excluding, for the purpose of this annual report only, Hong Kong, Macau andTaiwan; • “shares” or “ordinary shares” are our ordinary shares, par value US$0.01 per share, before our initial public offering, or IPO, and our Class A andClass B ordinary shares, par value US$0.01 per share, after our initial public offering; • “RMB” and “Renminbi” are to the legal currency of China; • “we,” “us,” “our,” “our company” and “the Company” are to Autohome Inc., its predecessors, subsidiaries and variable interest entities, or VIEs; • “U.S. GAAP” refers to generally accepted accounting principles in the United States; and • “$,” “dollars,” “US$” or “U.S. dollars” refers to the legal currency of the United States.FORWARD-LOOKING STATEMENTSThis annual report contains forward-looking statements that reflect our current expectations and views of future events. The forward-looking statementsare contained principally in the sections entitled “Item 3. Key Information—D. Risk Factors,” “Item 4. Information on the Company—B. Business Overview”and “Item 5. Operating and Financial Review and Prospects.” These forward-looking statements are made under the “safe-harbor” provisions of the U.S.Private Securities Litigation Reform Act of 1995. Known and unknown risks, uncertainties and other factors, including those listed under “Item 3. KeyInformation—D. Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by theforward-looking statements.You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,”“intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largelyon our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy andfinancial needs. These forward-looking statements include statements relating to: • our ability to attract and retain users and customers; • our business strategies and initiatives as well as our new business plans; • our future business development, financial condition and results of operations; • our ability to further enhance our brand recognition; • our ability to attract, retain and motivate key personnel; • competition in our industry in China; and • relevant government policies and regulations relating to our industry. 1Table of ContentsThese forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations.Other sections of this annual report include additional factors that could adversely impact our business and financial performance. Moreover, we operate inan evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors anduncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual resultsto differ materially from those contained in any forward-looking statements. You should read thoroughly this annual report and the documents that we referto with the understanding that our actual future results may be materially different from, or worse than, what we expect. We qualify all of our forward-lookingstatements by these cautionary statements.This annual report contains certain data and information that we obtained from various government and private publications. Statistical data in thesepublications also include projections based on a number of assumptions. The online automotive advertising industry may not grow at the rate projected bymarket data, or at all. The failure of this market to grow at the projected rate may have a material adverse effect on our business and the market price of ourADSs. In addition, the rapidly changing nature of the online automotive advertising industry and the online automobile transaction industry results insignificant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more ofthe assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. Youshould not place undue reliance on these forward-looking statements.The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in thisannual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of newinformation, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should readthis annual report and the documents that we refer to in this annual report and exhibits to this annual report completely and with the understanding that ouractual future results may be materially different from what we expect.PART I.ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORSNot applicable.ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLENot applicable.ITEM 3. KEY INFORMATION A.Selected Financial DataThe following tables present the selected consolidated financial information for our company. Our selected consolidated statements of operations datapresented below for the years ended December 31, 2014, 2015 and 2016 and our selected consolidated balance sheet data as of December 31, 2015 and 2016have been derived from our consolidated financial statements, which are included in this annual report beginning on page F-1. Our selected consolidatedbalance sheet data as of December 31, 2012, 2013 and 2014 and the selected consolidated statements of operations data for 2012 and 2013 presented belowhave been derived from our consolidated financial statements not included in this annual report. Our historical results for any period are not necessarilyindicative of results to be expected for any future period. You should read the following selected financial data in conjunction with the consolidatedfinancial statements and related notes and the information under “Item 5. Operating and Financial Review and Prospects” in this annual report. Our auditedconsolidated financial statements are prepared and presented in accordance with U.S. GAAP. 2Table of Contents For the Year Ended December 31, (in thousands, except for number of shares and per share data) 2012 2013 2014 2015 2016 RMB RMB RMB RMB RMB US$ Selected Consolidated Statements of Operations Data: Net revenues 732,520 1,216,548 2,132,949 3,463,975 5,961,621 858,652 Cost of revenues (178,240) (252,236) (381,498) (669,121) (2,393,165) (344,687) Gross profit 554,280 964,312 1,751,451 2,794,854 3,568,456 513,965 Operating expenses Sales and marketing expenses (129,796) (245,228) (559,070) (1,127,484) (1,536,939) (221,365) General and administrative expenses (83,153) (82,529) (129,751) (193,655) (306,794) (44,188) Product development expenses (42,865) (81,651) (158,395) (273,908) (571,354) (82,292) Operating profit 298,466 554,904 904,235 1,199,807 1,153,369 166,120 Interest income 5,093 11,082 34,682 63,218 88,168 12,699 Interest expense — (414) — — — — Earnings/(loss) from equity method investments — — — 102 (6,638) (956) Other income, net 310 2,884 2,544 13,064 13,953 2,010 Income before income taxes 303,869 568,456 941,461 1,276,191 1,248,852 179,873 Income tax expense (90,988) (112,294) (192,781) (285,542) (32,629) (4,700) Net income 212,881 456,162 748,680 990,649 1,216,223 175,173 Net loss attributable to noncontrolling interests — — — — 11,691 1,684 Net income attributable to Autohome Inc. 212,881 456,162 748,680 990,649 1,227,914 176,857 Earnings per share for ordinary shares Basic 2.13 4.57 7.01 8.83 10.75 1.55 Diluted 2.12 4.37 6.64 8.57 10.58 1.52 Weighted average number of shares used to computeearnings per share(1) Ordinary shares(2): Basic 100,000,000 99,898,154 106,735,303 112,227,405 114,237,600 114,237,600 Diluted 100,650,652 104,329,226 112,831,585 115,646,826 116,036,327 116,036,327 Dividend per share(3) — — — — — — (1)Earnings per share for ordinary shares (Diluted) for each year from 2012 to 2016 were computed after taking into account the dilutive effect of theshares underlying our employees’ share-based awards.(2)Represents our ordinary shares, par value US$0.01 per share, before our IPO, and our Class A and Class B ordinary shares, par value US$0.01 per share,after our IPO. As holders of Class A and Class B ordinary shares have the same dividend right in our undistributed earnings, the basic and diluted netincome per Class A ordinary share and Class B ordinary share are the same for all the periods presented during which there were two classes of ordinaryshares. The weighted average number of shares represents the sum of the weighted average number of Class A and Class B ordinary shares. Please see“Earnings per Share” under Note 18 to our audited consolidated financial statements included in this annual report for additional informationregarding the computation of the per share amounts and the weighted average number of Class A and Class B ordinary shares. 3Table of Contents(3)Dividends distributed to our shareholders in the fiscal years ended 2012 and 2013 were one-time distributions due to special circumstances. See “Item8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.” As of December 31, 2012 2013 2014 2015 2016 RMB RMB RMB RMB RMB US$ (in thousands) Selected Consolidated Balance Sheet Data: Cash and cash equivalents, restricted cash and short-term investments 420,576 1,383,613 2,772,191 4,169,053 5,733,321 825,770 Accounts receivable, net 326,071 465,712 736,695 1,075,456 1,205,924 173,689 Total current assets 786,192 1,899,265 3,640,766 5,742,475 7,531,760 1,084,800 Total assets 2,379,673 3,512,950 5,278,515 7,530,076 9,392,026 1,352,734 Deferred revenue 94,392 213,240 438,797 872,487 1,012,143 145,779 Total current liabilities 336,292 789,818 1,080,657 2,156,534 2,544,040 366,419 Total liabilities 821,698 1,300,586 1,613,092 2,679,040 3,040,813 437,969 Total Autohome Inc. shareholders’ equity 1,557,975 2,212,364 3,665,423 4,851,036 6,360,404 916,089 Total equity 1,557,975 2,212,364 3,665,423 4,851,036 6,351,213 914,765 Exchange Rate InformationSubstantially all of our operations are conducted in China and substantially all of our revenues are denominated in RMB. This annual report containstranslations of RMB amounts into U.S. dollars at specific rates solely for the convenience of the reader. Unless otherwise noted, all translations from RMB toU.S. dollars and from U.S. dollars to RMB in this annual report were made at a rate of RMB6.9430 to US$1.00, the noon buying rate in The City of New Yorkfor cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on December 30, 2016. We make no representationthat any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, at the ratesstated below, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMBinto foreign exchange and through restrictions on foreign trade. On April 14, 2017, the noon buying rate was RMB6.8835 to US$1.00.The following table sets forth information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated. Noon Buying Rate Period Period End Average(1) Low High (RMB per US$1.00) 2012 6.2301 6.2990 6.3879 6.2221 2013 6.0537 6.1412 6.2438 6.0537 2014 6.2046 6.1704 6.2591 6.0402 2015 6.4778 6.2869 6.4896 6.1870 2016 6.9430 6.6549 6.9580 6.4480 October 6.7735 6.7303 6.7819 6.6685 November 6.8837 6.8402 6.9195 6.7534 December 6.9430 6.9198 6.9580 6.8771 2017 January 6.8768 6.8907 6.9575 6.8360 February 6.8665 6.8694 6.8821 6.8517 March 6.8832 6.8940 6.9132 6.8687 April (through April 14) 6.8835 6.8899 6.8988 6.8832 Source: Federal Reserve Statistical Release (1)Annual averages are calculated from month-end rates. Monthly averages are calculated using the average of the daily rates during the relevant period. 4Table of ContentsB.Capitalization and IndebtednessNot applicable. C.Reasons for the Offer and Use of ProceedsNot applicable. D.Risk FactorsAn investment in our capital stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the otherinformation included in this annual report, before making an investment decision. If any of the following risks actually occurs, our business, financialcondition or results of operations could suffer. In that case, the trading price of our capital stock could decline, and you may lose all or part of yourinvestment.Risks Related to Our Business and IndustryWe rely on China’s automotive industry for substantially all of our revenues and future growth, the prospects of which are subject to many uncertainties,including government regulations and policies.We rely on China’s automotive industry for substantially all of our revenues and future growth. We have greatly benefited from the growth of China’sautomotive industry during the past few years. However, China’s automotive industry is still at an early stage of development and is subject to manyuncertainties. We cannot predict how this industry will develop in the future. Further, the growth of China’s automotive industry could be affected by manyfactors, including general economic conditions in China, the urbanization rate of China’s population, the growth of disposable household income, the cost ofnew automobiles as well as tax and incentives related to automobile purchases. In addition, governmental policies may have a considerable impact on thegrowth of the automotive industry in China. For example, in an effort to alleviate traffic congestion and improve air quality, the Beijing municipalgovernment issued a regulation in December 2010 to limit the number of new passenger vehicle plates issued in Beijing each year to 240,000 commencing in2011, and the limitation was subsequently further reduced to 150,000 starting from 2014. There are similar policies that restrict the issuance of new passengervehicle plates in several other major cities in China. In October 2013, the Beijing municipal government issued an additional regulation to limit the totalnumber of vehicles in Beijing to no more than six million by the end of 2017. In 2015, the PRC government released high automobile emission standardsand new tax benefits for electric cars. Since late 2014, the PRC government has released a series of incentive policies for new energy-efficient vehicles.Beginning from late 2011, the National Development and Reform Commission, or the NDRC, one of China’s antitrust regulatory authorities, initiated a seriesof investigations into the pricing practices of foreign automobile companies in China in connection with allegations of the lack of fair competition. Theseinvestigations may lead to price reductions due to enhanced competition. Such regulatory developments, as well as other uncertainties, may adversely affectthe growth prospects of China’s automotive industry, and in turn reduce demand for automobiles. If automakers and automobile dealers were to reduce theirmarketing expenditures as a result, our business, financial condition and results of operations could be materially and adversely affected. 5Table of ContentsWe face significant competition, and if we fail to compete effectively, we may lose market share and our business, prospects and results of operations maybe materially and adversely affected.The markets for our services are highly competitive. With respect to our advertising services, we face competition from China’s automotive verticalwebsites and mobile applications, such as Xcar, PCauto and BitAuto, from the automotive channels of major internet portals, such as Sina and Sohu, andfrom companies engaged in online, mobile social media, news, video and live-streaming applications. We may also face competition from companiesengaged in the online automobile transaction business, such as Alibaba, JD and BitAuto, as we develop our automobile online marketplace. In addition, wealso face competition from other online used-automobile platforms, such as 51auto, Youxinpai, Guazi and Renrenche and companies engaged in social mediabusiness, such as Jinri Toutiao and Tencent. Competition with these and other websites and mobile applications is primarily centered on increasing userreach, user engagement and brand recognition, relationships with the suppliers, and attracting and retaining advertisers or customers, among other factors.Some of our competitors or potential competitors have longer operating histories and may have greater financial, management, technological,development, sales, marketing and other resources than we do. They may use their experience and resources to compete with us in a variety of ways,including by competing more heavily for users, advertisers and dealers, investing more heavily in research and development and making acquisitions. Someof our competitors have entered or may enter into business cooperation agreements with search engines, which may impact our ability to obtain additionaluser traffic from the same sources. Our competitors may be acquired and consolidated by, or cooperate with, industry conglomerates who are able to furtherinvest with significant resources into our operating space. We cannot assure you that any such large internet business will not in the future focus on theautomotive sector. If we are unable to compete effectively and at a reasonable cost against our existing and future competitors, our business, prospects andresults of operations could be materially and adversely affected.For our media business, we also face competition from traditional advertising media, such as newspapers, magazines, yellow pages, television, radioand outdoor media. Advertisers in China generally allocate a significant portion of their marketing budgets to traditional advertising media. If we cannoteffectively compete with traditional media for the marketing budgets of our existing and potential customers, our results of operations and growth prospectscould be adversely affected. For our online marketplace, as online automobile transaction is a relatively new business model and consumers in China mightbe accustomed to make automobile purchases offline, we cannot guarantee that the automobile consumers in China will accept such business model. If wecannot earn consumer recognition and trust in our transaction business, our results of operations and growth prospects could be adversely affected.We may not be able to manage our expansion and new business initiatives effectively.We have experienced rapid growth in our business in recent years. The number of our employees has grown rapidly from 1,771 as of December 31,2014 to 3,292 as of December 31, 2015 and 3,752 as of December 31, 2016. Our net revenues increased from 2,132.9 million in 2014 to RMB3,464.0 millionin 2015 and RMB5,961.6 million (US$858.7 million) in 2016, representing a CAGR of 67.2%. We expect to continue to grow our user base and our businessoperations. We have begun to implement our future strategy to integrate four key market segments in our consumer centric automotive ecosystem, namelyauto-media, auto-ecommerce, auto-finance and auto-lifestyle.Our rapid expansion and new business initiatives may expose us to new challenges and risks. We may not have sufficient experience in executing ournew business initiatives. To manage the further expansion of our business, we need to continuously expand and enhance our infrastructure and technology,and improve our operational and financial systems, procedures and internal controls. We also need to train, manage and motivate our growing employee base.In addition, we need to maintain and expand our relationships with automaker and dealer advertisers, advertising agencies and other third parties. We cannotassure you that our current and planned personnel, infrastructure, systems, procedures and controls will be adequate to support our expanding operations. Wemay be required to further increase our research and development expenses in order to enhance our technology capabilities, such as augmented reality (AR)technologies and big data technologies, to support any such expansion and our efforts may not be effective. In the future, we may also commit our resourcesto develop and expand our new business strategies, such as auto-finance. In addition, we need to quickly respond to the market reaction to our new businessinitiatives and adjust accordingly. If we fail to manage our expansion and new business initiatives effectively or efficiently, our business and results ofoperations may be materially and adversely affected. 6Table of ContentsIf we are unable to grow our transaction business, we may not be able to achieve our expected business growth and our results of operations may beadversely affected.We started to develop our transaction business in 2014 and have expanded to include direct vehicle sales and commission-based services facilitatingtransactions through our transaction platform. In June 2014, we launched Autohome Mall, an online transaction platform that we believe will allow us to be atransaction facilitator as we develop our transaction business. In late 2016, we gradually shifted the focus to becoming an asset-light vehicle e-commerceplatform. We cannot guarantee you our change of focus will be successful to meet the customers’ expectation or demand for vehicles on our transactionplatform. We will need to react quickly to meet the changing consumer preferences and buying trends relating to our transaction business. We will also facecompetition from other websites engaged in the online automobile transaction business, from traditional dealerships. Furthermore, we must keep up to datewith competitive technology trends, including the use of new or improved technology, creative user interfaces and other transaction marketing tools, such aspaid search and mobile applications among others, which may increase our costs and which may not succeed in increasing sales or attracting consumers.Developing the transaction business may require significant investment in product development, sales and marketing and working capital, and we may notbe able to get the expected return on our investment. As online automobile transaction is a relatively new business model, we cannot guarantee that theautomobile consumers in China will accept such business model. Due to the limited operating history of our transaction business, we cannot predict thatwhether the consumers, automakers or dealers will trust our platform or view us as an option for automobile transaction. Our failure to successfully mitigatethese risks and uncertainties might adversely affect the sales or margins in our transaction business, as well as damage our reputation and brand.If we are not able to effectively attract the consumers and automakers or dealers to complete the automobile transaction on our platform, the servicefees we receive from our transaction business may be negatively affected. Finally, developing the transaction business may take up our management’s timeand allow them less time to focus on our existing core business. Our transaction business is substantially dependent on the new vehicle sales level in China,which is sensitive to changing economic conditions. China’s political relationships with other countries, particularly those related to or associated withautomakers, may affect both supply and demand for the relevant automaker’s products. There can be no assurance that PRC consumers will not alter theirbrand perception or preferences as a result of adverse changes to the state of political relationships between China and other relevant countries.Also, we cannot guarantee you that we can effectively manage our inventory. In connection with the asset-light and platform-oriented businessstrategy, we adopted inventory-clearance of our direct sales vehicles in the fourth quarter of 2016 and incurred a write-down of RMB50.2 million (US$7.2million) in 2016. We might further incur a decline in inventory values, or inventory write-downs or write-offs in the near future. In addition, the success of ourtransaction business depends, in part, on third parties and factors over which we have limited control. For example, we rely on our dealership partners toperform order fulfillments for vehicles sold on our platform. We may not have full control over the order fulfillment procedures, and any dissatisfaction fromthe consumers might harm our reputation.If we fail to attract and retain users and advertisers, our business and results of operations may be materially and adversely affected.In order to maintain and strengthen our position as the leading online destination for automobile consumers in China, we must continue to attract andretain users to our websites and mobile applications, which requires us to continue to provide quality content throughout the automobile-ownership cycle.We must also innovate and introduce services and applications that enhance user experience. In addition, we must maintain and enhance our brandrecognition among consumers. If we fail to provide high-quality content, offer a superior user experience or maintain and enhance our brand recognition, wemay not be able to attract and retain users. Also, the user experience we offer to automobile consumers may be negatively affected by the non-automobileadvertisements displayed on our websites and applications. If our user base decreases, our websites may be rendered less attractive to advertisers and ourmedia services and leads generation services revenues may decline, which may have a material and adverse impact on our business, financial condition andresults of operations. For our leads generation services, if our service delivery model doesn’t gain sufficient market acceptance, we may not be able to sustainour revenue growth and operating profit. 7Table of ContentsWe may not be able to successfully monetize and expand our mobile internet services.We plan to continue to expand our mobile internet services and explore monetization strategies for our mobile internet services. We have madesignificant efforts in recent years to optimize the mobile version of our websites and mobile applications to display our content and develop new mobileapplications to capture a greater number of users that access our services through mobile devices. For example, the number of our average daily unique userswho access our websites via mobile devices and the number of our average daily unique users of our mobile applications amounted to approximately9.4 million and 8.1 million, respectively, in December 2016. We plan to devote more resources to enhance the functions and user interface of our mobileapplications. However, if we are unable to attract and retain a substantial number of mobile device users, or if we do not keep up with our competitors indeveloping attractive services that are adapted for such mobile devices, we may fail to capture a significant share of an increasingly important portion of themobile internet market for our services or lose existing users. Our limited experience in monetizing our mobile internet services makes it difficult to predictwhether we will succeed in developing mobile applications that appeal to automakers and dealers. Our experience in developing browser-based applicationsmay not be relevant to developing mobile applications.We believe an increasing number of sales leads were generated from our mobile applications as evidenced by the significant increase of our advertisingrevenue via our mobile platform. However, we cannot guarantee you that monetization strategies for our mobile internet services will continue to besuccessful. Although advertisers began to focus more on mobile channels, advertisers currently still spend less on advertising on mobile devices as comparedto advertising on PCs, and may not increase their advertising spending on mobile devices in the future. If our users continue to allocate more time on ourmobile services instead of our traditional PC services, mobile monetization may become increasingly important to our results of operations. Accordingly, ifwe are unable to successfully implement monetization strategies for our mobile internet users, our results of operations may be negatively affected.A limited number of automaker advertisers have accounted for, and are expected to continue to account for, a large portion of our media servicesrevenues. The failure to maintain or to increase revenues from these advertisers could harm our prospects.A limited number of automaker advertisers have accounted for, and are expected to continue to account for, a large portion of our media servicesrevenues. In each of 2014, 2015 and 2016, 85, 87 and 95 automakers operating in China used our media services. These automakers include independentChinese automakers, joint ventures between Chinese and international automakers and international automakers that sell cars made outside of China. In2016, our top five automaker advertisers contributed 22.8% of our media services revenues. We believe that our major future revenue growth will be focusedon deepening our existing commercial relationships with automakers to increase our share of each automaker’s advertising budget. There is no assurance thatour relationships with any of our existing automaker customers will continue in the future. If we lose one or more of our important automaker customers, or ifthey materially reduce their purchase of our services, our results of operations would be materially and adversely affected.Due to the limited number of automakers operating in China and our revenue concentration attributable to a small number of these companies, any ofthe following events, among others, may cause a material decline in our revenue and materially and adversely affect our results of operations and prospects: • contract reduction, delay or cancellation by one or more significant advertisers and our failure to identify and acquire additional or replacementadvertisers; • a substantial reduction by one or more of our significant advertisers in the price they are willing to pay for our services; and 8Table of Contents • financial difficulty of one or more of our significant advertisers who become unable to make timely payment for the advertisements placed onour websites and mobile applications.We may not be able to successfully monetize our dealer network.We had local sales and service representatives covering 204 cities across China as of December 31, 2016. We intend to increase our penetration inexisting dealer advertising and subscription services markets. We have implemented business strategies to further monetize our large dealer network byincreasing the average spending of our existing dealer subscribers and upselling our premium packages with higher rates for our leads generation services.We have been continuously integrating new technologies into our dealer digital platform. However, our monetization and expansion strategies, includingour “share of wallet” approach, sales and marketing efforts designed to attract dealer advertisers and maximize the pool of dealer subscribers, may beunsuccessful. In addition, as China is a large and diverse country and business practices and demands may vary significantly by region and by the level ofdevelopment of the cities, our experience in the markets in which we currently operate may not be applicable in every part of China or in the lower tier citiesin China. If we are unable to successfully monetize and expand our dealer network and to generate sufficient revenues to cover our increased costs andexpenses, our business and results of operations may be materially and adversely affected.Our business depends on strong brand recognition, and failing to maintain or enhance our brands could adversely affect our business and prospects.Maintaining and enhancing our “Autohome” and “Che168” brands is critical to our business and prospects. We believe that brand recognition willbecome increasingly important as the number of internet users in China grows and competition in our industry intensifies. A number of factors could preventus from successfully promoting our brands, including user dissatisfaction with the content offered on our websites or mobile applications, negative publicityinvolving our business and the failure of our sales and marketing activities. If we fail to maintain and enhance our brands, or if we incur excessive expenses inthis effort, our business, results of operations and financial condition will be materially and adversely affected.If we are unable to conduct our marketing activities cost-effectively, our results of operations and financial condition may be materially and adverselyaffected.We have incurred expenses on a variety of different marketing and brand promotion efforts designed to enhance our brand recognition and increasesales of our products and services. Our marketing and promotional activities may not be well received by customers and may not result in the levels of salesof products and services that we anticipate. We incurred RMB559.1 million, RMB1,127.5 million and RMB1,536.9 million (US$221.4 million) in sales andmarketing expenses in 2014, 2015 and 2016, respectively, representing 26.2%, 32.6% and 25.8% respectively, of total net revenues in the correspondingyears. Marketing approaches and tools in the consumer products market in China are evolving. This further requires us to enhance our marketing approachesand experiment with new marketing methods to keep pace with industry developments and consumer preferences, which may not be as cost-effective as ourmarketing activities in the past and may lead to significantly higher marketing expenses in the future. We conducted various sales and marketing initiativesto promote our brands through websites, search engines, mobile platforms and navigation sites, for example, the annual “Singles’ Day” event. We alsoconducted various offline promotional activities and cooperated with brands and dealers for promotions in target regions. We may not be able to continue orconduct these activities efficiently, and our marketing activities may not yield satisfactory results. Failure to refine our existing marketing approaches or tointroduce new effective marketing approaches in a cost-effective manner could impact our net revenues and profitability.Inaccuracy in pricing and listing information provided by our dealer customers may adversely affect our business and financial performance.Our automobile listings and promotional information are provided and continuously updated by our dealer customers. Users interested in particularvehicle models can conveniently search for up-to-date information on such models without having to visit the local showrooms of relevant dealers. If suchlistings and promotional information provided by our dealer customers are frequently inaccurate or not reliable, our users may lose faith in our websites andmobile applications, resulting in reduced user traffic to our websites and mobile applications and diminished value to advertisers. We may receive morecustomer complaints, and we may need to allocate more resources in responding and handling such complaints. We cannot guarantee that such complaintswill be resolved in satisfactory. Our reputation could be harmed, which could adversely affect our business and financial performance. 9Table of ContentsIf we are unable to maintain our relationships with advertising agencies or if we are unable to collect accounts receivable from advertising agencies in atimely manner, our results of operations and prospects may be materially and adversely affected.Although we consider automakers and automobile dealers to be our end-customers for our media services, we sell our advertising services and solutionsprimarily to third-party advertising agencies that represent the automakers and automobile dealers, as is customary in China. We do not have long-termcooperation agreements or exclusive arrangements with these agencies and they may elect to direct business to other advertising service providers, includingour competitors. If we fail to retain and enhance our business relationships with third-party advertising agencies, we may suffer from a loss of advertisers andour business, financial condition, results of operations and prospects may be materially and adversely affected. In our agreements with certain majoradvertising agencies, we undertake to provide them with most favored pricing terms. Such most favored pricing terms may hinder our ability to acquire newcustomers using special pricing terms.In addition, we rely on third-party advertising agencies for the collection of payment from our advertisers. As a result, the financial soundness of ouradvertising agencies may affect our collection of accounts receivables. We make a credit assessment of the advertising agency to evaluate the collectabilityof the advertising service fees before entering into an advertising contract. However, we cannot assure you that we will be able to accurately assess thecreditworthiness of each advertising agency, and any failure of advertising agencies to pay us in a timely manner may adversely affect our liquidity and cashflows.If online advertising does not continue to grow in China, our ability to increase revenue and profitability could be materially and adversely affected.The use of the internet as a marketing medium in China has been growing recently but remains in an early stage as compared to the developed markets.The expansion of China’s internet population may be limited by a number of factors, including limitations on network infrastructure and social and politicaluncertainties, among others.Many of our current and potential advertisers and dealer subscribers have limited experience with the internet as a marketing medium, and they havenot devoted a significant portion of their marketing budgets to online marketing and promotion until recently. As a result, they may not consider the internetas the most effective medium to promote or sell automobiles as compared to traditional print and broadcast media. Our ability to increase revenue andprofitability from online marketing may be adversely impacted by a number of factors, many of which are beyond our control, including: • difficulties associated with developing a larger user base with demographic characteristics attractive to advertisers; • increased competition and potential downward pressure on online advertising prices; • difficulties in acquiring and retaining advertisers or dealer subscribers; • uncertainties and changes in regards to PRC regulations on internet advertisements; • failure to develop an independent and reliable means of verifying online traffic; and • decreased use of the internet or online marketing in China.If the internet does not become more widely accepted as an effective media platform for advertising and marketing by China’s automotive industry, ourbusiness, financial condition and results of operations could be materially and adversely affected. 10Table of ContentsIf we are unable to grow our used automobile-related business through our repositioned che168.com website, we may not be able to achieve our expectedbusiness growth and our results of operations may be adversely affected.Historically, we have delivered content related to new and used automobiles through both autohome.com.cn and che168.com websites whose userbases overlap to some extent. We redesigned our che168.com website in October 2011 to focus on used automobile information and content. Through thiswebsite, we offer used automobile listing services to dealers and individual car owners through a user interface that allows potential used car buyers toidentify listings that meet their specific requirements and contact the dealer or individual selling the selected car.We may not be able to successfully grow our used automobile-related business through our repositioned che168.com website and our used cartransaction platforms. Although the used automobile market in China is growing due to the increased number of consumer-owned automobiles, there is stillsignificant uncertainty regarding the extent to which our used automobile- business may benefit from such growth. We may not be able to attract a broad userbase to our che168.com website. Even if we are able to grow our user base, we may not be able to establish a business model that allows us to successfullymonetize the user traffic. We may not be able to successfully facilitate used car transactions and our services might not be satisfactory to the used car buyersor sellers. In such cases, we may not be able to achieve our expected business growth and our results of operations may be adversely affected.Our business is subject to fluctuations, which makes our results of operations difficult to predict and may cause our quarterly results of operations to fallshort of expectations.Our quarterly revenues and other operating results have fluctuated in the past and may continue to fluctuate depending upon a number of factors, manyof which are beyond our control. Our business experiences seasonal variations in association with the demand for automobiles in China. For example, the firstquarter of each year generally contributes the lowest portion of our annual net revenues primarily due to a slowdown in business activity around and duringthe Chinese New Year holiday, which occurs during the period. Consequently, our results of operations may fluctuate from quarter to quarter. For thesereasons, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our historical results as an indicationof our future performance. As each of our business lines may have different seasonality factors and the mix of our revenue source may shift from year to year,our past performance may not be indicative of future trends.In addition, because a significant portion of our media services is attributable to new model promotion campaigns, the timing of new car releases of ourmajor automaker advertisers can have a significant impact on our results of operations. The timing of such releases, however, is subject to uncertainty due tovarious factors, such as automakers’ design or manufacturing issues, marketing conditions and government incentives or restrictions. These factors may makeour results of operations difficult to predict and cause our quarterly results of operations to fall short of expectations.Problems with our network infrastructure or information technology systems could impair our ability to provide services.Our ability to provide our users with a high quality online experience depends on the continuing operation and scalability of our networkinfrastructure and information technology systems. Our systems are potentially vulnerable to damage or interruption as a result of earthquakes, floods, fires,extreme temperatures, power loss, telecommunications failures, technical error, computer viruses, hacking or similar events. We may encounter problemswhen upgrading our systems or services and undetected programming errors could adversely affect the performance of the software we use to provide ourservices. The development and implementation of software upgrades and other improvements to our internet services is a complex process, and issues notidentified during pre-launch testing of new services may only become evident when such services are made available to our entire user base.In addition, we rely on content delivery networks, data centers and other network facilities provided by third parties. Any disruption to these networkfacilities may result in service interruptions, decreases in connection speed, degradation of our services or the permanent loss of user data and uploadedcontent. If we experience frequent or persistent service disruptions, whether caused by failures of our own systems or those of third-party service providers,our reputation or relationships with our users or advertisers may be damaged and our users and advertisers may switch to our competitors, which may have amaterial adverse effect on our business, financial condition and results of operations. 11Table of ContentsComputer viruses and “hacking” may cause delays or interruptions on our systems and may reduce use of our services and damage our reputation andbrand.Computer viruses and “hacking” may cause delays or other service interruptions on our systems. “Hacking” involves efforts to gain unauthorizedaccess to information or systems or to cause intentional malfunctions, loss or corruption of data, including user identity data, software, hardware or othercomputer equipment. In addition, the inadvertent transmission of computer viruses could result in significant damage to our hardware and software systemsand databases, disruptions to our business activities, including our e-mail and other communications systems, breaches of security and inadvertent disclosureof confidential or sensitive information, interruptions in access to our website through the use of “denial of service” or similar attacks and other materialadverse effects on our operations. We have experienced hacking attacks in the past, and although such attacks in the past have not had a material adverseeffect on our operations, there is no assurance that there will be no serious computer viruses or hacking attacks in the future. We may incur significant costs toprotect our systems and equipment against the threat of, and to repair any damage caused by, computer viruses and hacking. Moreover, if a computer virus orhacking affects our systems and is highly publicized, our reputation and brand could be materially damaged and use of our services may decrease.Failure to protect confidential information of our customers and network against security breaches could damage our reputation and brand andsubstantially harm our business and results of operations.Ensuring secured transmission of confidential information through public networks is essential to maintaining the confidence of our customers andusers. Our existing security measures may not be adequate to protect such confidential information. In addition, computer and network systems aresusceptible to breaches by computer hackers. Security breaches could expose us to litigation and potential liability for failing to secure confidential customerinformation and could harm our reputation and reduce our ability to attract customers and users. Future security breaches, if any, may result in a materialadverse effect on our business, financial condition and results of operations.Practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the internet and mobileplatforms have recently come under increased public scrutiny. As e-commerce continues to evolve, we believe that increased regulation by the PRCgovernment of data privacy on the internet is likely. We may become subject to new laws and regulations applying to the solicitation, collection, processingor use of personal or consumer information that could affect how we store, process and share data with our customers. We generally comply with industrystandards and are subject to the terms of our own privacy policies. Compliance with any additional laws could be expensive and may place restrictions on theconduct of our business and the manner in which we interact with our customers. Any failure to comply with applicable regulations could also result inregulatory enforcement actions against us.Significant capital and other resources may be required to protect against information security breaches or to alleviate problems caused by suchbreaches or to comply with our privacy policies or privacy-related legal obligations. The resources required may increase over time as the methods used byhackers and others engaged in online criminal activities are increasingly sophisticated, well-funded and constantly evolving. Any failure or perceived failureby us to prevent information security breaches or to comply with privacy policies or privacy-related legal obligations, or any compromise of security thatresults in the unauthorized release or transfer of personally identifiable information or other customer data, could cause our customers to lose trust in us andcould expose us to legal claims. Any perception by the public that online transactions or the privacy of user information is becoming increasingly unsafe orvulnerable to attacks could inhibit the growth of online retail and other online services generally, which may reduce the number of orders we receive. 12Table of ContentsThe continuing and collaborative efforts of our senior management, key employees and highly skilled personnel are crucial to our success, and ourbusiness may be harmed if we were to lose their services.Our success depends on the continuous effort and services of our senior management team and other key personnel. If one or more of our executiveofficers or other key personnel are unable or unwilling to continue to provide us with their services, we might not be able to replace them within a shortperiod of time or at all. Our business could be severely disrupted, our financial condition and results of operations could be materially and adversely affected,and we might incur additional expenses to recruit, train and retain personnel. Our senior management team is crucial to executing our business strategies.Failure to retain our key management and personnel may create considerable uncertainty on the direction of our future development. If any of our executiveofficers joins a competitor or forms a competing company, we may lose advertisers, know-how and key professionals and staff members. Each of ourexecutive officers has entered into an employment agreement either with Guangzhou Autohome Advertising Co., Ltd. or Beijing Cheerbright TechnologiesCo., Ltd., or Autohome WFOE which contains non-competition provisions. However, if any dispute arises between us and our executive officers, we mayhave to incur substantial costs and expenses in order to enforce these agreements in China.Our performance and future success also depend on our ability to identify, hire, develop, motivate and retain skilled personnel for all areas of ourorganization. Competition in the automotive and internet advertising industries and the online automobile transaction industry for qualified employees isintense, and if competition in these industries further intensifies, it may be more difficult for us to hire, motivate and retain highly skilled personnel. If we donot succeed in attracting additional highly skilled personnel or retaining or motivating our existing personnel, we may be unable to grow effectively or at all.If we fail to protect our intellectual property rights, our brand and business may suffer.We rely on a combination of trademark, patent, copyright and trade secret protection laws in the PRC and other jurisdictions, as well as throughconfidentiality agreements and other measures, to protect our intellectual property rights. Our major brand names and logos are registered trademarks inChina. Most of our original generated content available on our websites and mobile applications and proprietary software are protected by copyright laws.Despite our precautions, third parties may obtain and use our intellectual property without our authorization. Historically, the legal system and courts of thePRC have not protected intellectual property rights to the same extent as the legal system and courts of the United States, and companies operating in thePRC continue to face an increased risk of intellectual property infringement. Furthermore, the validity, application, enforceability and scope of protection ofintellectual property rights for many internet-related activities, such as internet commercial methods patents, are uncertain and still evolving in China andabroad, which may make it more difficult for us to protect our intellectual property. From time to time, other websites may use our articles, photos or othercontent without our proper authorization. Although such use has not in the past caused any material damage to our business, it is possible that there may bemisappropriation on a much larger scale with a material adverse impact to our business. If we are unable to adequately protect our intellectual property rightsin the future, our brand and business may suffer.We may be vulnerable to intellectual property infringement claims brought against us by others.Internet, technology and media companies are frequently involved in litigation based on allegations of infringement of intellectual property rights,unfair competition, invasion of privacy, defamation and other violation of other parties’ rights. We have never experienced any material claims on theseissues against us in the past, but as we face increasing competition and as litigation becomes more common in China in resolving commercial disputes, weface a higher risk of being the subject of intellectual property infringement claims. We may be subject to legal proceedings and claims from time to timerelating to the intellectual property of others in the ordinary course of our business. We could also be subject to claims based upon the content that isdisplayed on our websites, our mobile platforms or accessible from our websites through links to other websites or information on our websites and mobileapplications supplied by third parties. Intellectual property claims and litigation are expensive and time-consuming to investigate and defend and may divertresources and management attention from the operation of our websites and mobile applications. Such claims, even if they do not result in liability, may harmour reputation. Any resulting liability or expenses, or changes required to our websites and mobile applications to reduce the risk of future liability, may havea material adverse effect on our business, financial condition and results of operations. 13Table of ContentsWe may be subject to liability for advertisements and other content placed on our websites and mobile applications.The PRC government has adopted regulations governing advertising content as well as internet access and the distribution of information over theinternet. Under PRC advertising laws and regulations, we are obligated to monitor the advertising content shown on our websites and mobile applications toensure that such content is true and accurate and in full compliance with applicable laws and regulations. See “Item 4. Information on the Company—B.Business Overview—PRC Regulation—Regulations on Advertisements.” Under the internet information regulations, internet content providers and internetpublishers are prohibited from posting or displaying over the internet content that, among other things, compromises national security, harms the dignity orinterests of the state, incites ethnic hatred or racial discrimination, undermines the PRC’s religious policy, disturbs social order, disseminates obscenity orpornography, encourages gambling, violence, murder or fear, incites the commission of a crime, infringes upon the lawful rights and interests of a third party,or is otherwise prohibited by law or administrative regulations. See “Item 4. Information on the Company—B. Business Overview—PRC Regulation—Regulations on Internet Content Services.” Under the regulations on online live-streaming services, online live-streaming service providers shall establishplatforms for reviewing live-streaming content. Online live-streaming service providers and online live-streaming publishers that provide Internet newsinformation services without licenses, or exceeding the scope of their licenses, are subject to punishment. See “Item 4. Information on the Company—B.Business Overview—Regulations on Business Activities of Online Performances and Online Live-streaming ServicesWe display both automotive and non-automotive advertisements on our websites and mobile applications. In addition, through our websites, mobileapplications and user forums, we allow users to upload written materials, images, pictures and other content on our websites and mobile applications, and alsoallow users to share and link to content from other websites through our websites and mobile applications. Moreover, we have also begun to add online live-streaming features on our websites and mobile applications. Failure to identify and prevent illegal or inappropriate content from being displayed on orthrough our websites and mobile applications may subject us to liability. We cannot assure you that all of the advertisements and content shown or posted onour websites and mobile applications adhere to the advertising and internet content laws and regulations, especially given the uncertainty in theinterpretation of these PRC laws and regulations.If PRC regulatory authorities determine that any advertisements or content displayed on our websites and mobile applications do not adhere toapplicable laws and regulations, they may require us to limit or eliminate the dissemination or availability of such advertisements and other content on ourwebsites and mobile applications in the form of take-down orders or otherwise. Such regulatory authorities may also impose penalties on us, including fines,confiscation of advertising income or, in circumstances involving more serious violations by us, the termination of our advertising or internet contentlicense, any of which would materially and adversely affect our business and results of operations.In addition, we may be subject to claims by consumers asserting that the information on our websites and mobile applications is misleading, and wemay not be able to recover our losses from advertisers. As a result, our business, financial condition and results of operations could be materially andadversely affected.We may undertake acquisitions, investments, joint ventures or other alliances that could prove difficult to integrate, disrupt our business or otherwisenegatively impact our operating results and the value of your investment.As part of our business strategy, we regularly evaluate potential acquisitions, investments and alliances, including joint ventures and minority equityinvestments. These transactions involve numerous risks, including: • the failure to achieve the expected benefits of the acquisition, investment or alliance; • difficulties in, and the cost of, integrating operations, technologies, services and personnel; • write-offs of investments or acquired assets; 14Table of Contents • non-performance by, or conflicts of interest with, the parties with whom we enter into investments or alliances; • limited ability to monitor or control the actions of other parties with whom we enter into investments or alliances; • misuse of proprietary information shared in connection with an acquisition, investment or alliance; and • depending on the nature of the acquisition, investment or alliance, exposure to new regulatory risks.The realization of any of these risks could materially adversely affect our business. To the extent any of our directors or officers also invests in acapacity other than as our director or officer, his or her interest may not be aligned with ours.In addition, if we finance acquisitions by issuing equity or convertible debt securities, our existing shareholders may be diluted, which could affect themarket price of our ADSs.Furthermore, we may fail to identify or secure suitable acquisition, investment and other strategic opportunities, or our competitors may capitalize onsuch opportunities before we do, which could impair our ability to compete with our competitors and adversely affect our growth prospects and results ofoperations.Any financial or economic crisis, or perceived threat of such a crisis, including a significant decrease in consumer confidence, may materially andadversely affect our business, financial condition and results of operations.The global financial markets experienced significant disruptions in 2008 and the United States, European and other economies went into recession.The recovery from the lows of 2008 and 2009 was uneven and the global financial markets are facing new challenges, including the escalation of theEuropean sovereign debt crisis since 2011, the hostilities in the Ukraine, the end of quantitative easing by the U.S. Federal Reserve and the economicslowdown in the Eurozone in 2014. It is unclear whether these challenges will be contained and what effects they each may have. There is considerableuncertainty over the long-term effects of the expansionary monetary and fiscal policies that have been adopted by the central banks and financial authoritiesof some of the world’s leading economies, including China’s. Economic conditions in China are sensitive to global economic conditions. Recently therehave been signs that the rate of China’s economic growth is declining. Any prolonged slowdown in China’s economic development might lead to tightercredit markets, increased market volatility, sudden drops in business and consumer confidence and dramatic changes in business and consumer behaviors. Inresponse to their perceived uncertainty in economic conditions, consumers might delay, reduce or cancel purchases of automobiles, which are still consideredluxury items in China, and our advertisers may also defer, reduce or cancel purchasing our services. To the extent any fluctuations in the Chinese economysignificantly affect automakers’ and dealers’ demand for our services or change their spending habits, our results of operations may be materially andadversely affected.Our third-party vendors may raise prices and as a result increase our operating expenses.We rely on third parties for certain essential services, such as internet services and we may not have any control over the costs of the services theyprovide. Any third-party service provider may raise its prices, which might not be commercially reasonable to us. If we are forced to seek other providers,there is no assurance that we will be able to find alternative providers willing or able to provide comparable high-quality services and there is no assurancethat such providers will not charge us higher prices for their services. If the prices that we are required to pay third-party vendors for services rise significantly,our results of operations could be adversely affected.We are a “controlled company” within the meaning of the NYSE corporate governance requirements, which may result in public investors not having asmuch protection as they would if we were not a controlled company.As of April 7, 2017, Yun Chen Capital Cayman, or Yun Chen, a wholly owned subsidiary of Ping An Insurance (Group) Company of China, Ltd., orPing An Group, owned 53.3% of the total voting rights in our company, and we are a “controlled company” under Section 303A of the New York StockExchange Listed Company Manual. As a controlled company, we rely on certain exemptions that are available to controlled companies from the NYSEcorporate governance requirements, including the requirements that: • a majority of our board of directors consists of independent directors; 15Table of Contents • our compensation committee be composed entirely of independent directors; and • our corporate governance and nominating committee be composed entirely of independent directors.We are not required to and will not voluntarily meet these requirements. As a result of our use of the “controlled company” exemption, our investorswill not have the same protection as they would if we were not a controlled company.In addition, because Ping An Group beneficially owns over 50% of the voting rights in our company, it has decisive influence in determining theoutcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations and the sale of all orsubstantially all of our assets, election of directors and other significant corporate actions. Without the consent of Ping An Group, we may be prevented fromentering into transactions that could be beneficial to us. The interests of Ping An Group may differ from the interests of our other shareholders. Furthermore,Ping An Group’s business activities, although not related to our operations, may adversely impact reputation.If we fail to maintain an effective system of internal control over financial reporting, our ability to accurately and timely report our financial results orprevent fraud may be adversely affected, and investor confidence and the market price of our ADSs may be adversely impacted.The Securities and Exchange Commission, or the SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring everypublic company to include a management report on the company’s internal control over financial reporting in its annual report, which containsmanagement’s assessment of the effectiveness of the company’s internal control over financial reporting. Our management has concluded that our internalcontrol over financial reporting was effective as of December 31, 2016. See “Item 15. Controls and Procedures—Management’s Annual Report on InternalControl over Financial Reporting.” Our independent registered public accounting firm has issued an attestation report, which has concluded that our internalcontrol over financial reporting was effective in all material aspects as of December 31, 2016. However, if we fail to maintain effective internal control overfinancial reporting in the future, our management and our independent registered public accounting firm may not be able to conclude that we have effectiveinternal control over financial reporting at a reasonable assurance level. This could in turn result in loss of investor confidence in the reliability of ourfinancial statements and negatively impact the trading price of our ADSs. Furthermore, we have incurred and anticipate that we will continue to incurconsiderable costs, management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.We have a limited operating history, which makes it difficult to evaluate our business.We have a limited operating history. Autohome.com.cn and che168.com were launched in 2005 and 2004, respectively. Our company was incorporatedin June 2008 and acquired the entities that operated these two websites soon thereafter. Although we have achieved profitability in recent periods, ourlimited operating history makes the prediction of future results of operations difficult. Historical results of operations achieved by us should not be taken asindicative of the rate of growth, if any, that can be expected in the future. You should consider our future prospects in light of the risks and uncertainties fast-growing companies with limited operating histories may encounter.We have limited business insurance coverage.Insurance companies in China currently do not offer as extensive an array of insurance products as insurance companies do in more developedeconomies. We do not have any business liability or disruption insurance to cover our operations. We have determined that the costs of insuring for theserisks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Anyuninsured occurrence of business disruption may result in our incurring substantial costs and the diversion of resources, which could have an adverse effecton our results of operations and financial condition. 16Table of ContentsWe face risks related to health epidemics and natural disasters.Our business could be adversely affected by the effects of H1N1 flu, avian flu, Severe Acute Respiratory Syndrome, or SARS, or another epidemic.China reported a number of cases of SARS in 2003, which resulted in the closure of many businesses by the PRC government to prevent the transmission ofSARS. In recent years, there have been reports of occurrences of avian flu in various parts of China, including a few confirmed human cases and deaths. In2009, the global spread of H1N1 flu resulted in several confirmed infections and deaths in China. Restrictions on travel resulting from any prolongedoutbreak of H1N1 flu, avian flu, SARS or another epidemic could adversely affect our ability to market our services to users, automakers and automobiledealers throughout China. Our business operations could be disrupted if one of our employees is suspected of having H1N1 flu, avian flu, SARS or anotherepidemic, which could require that a certain number of our employees be quarantined and/or our offices be disinfected. In addition, our results of operationscould be adversely affected to the extent that H1N1 flu, avian flu, SARS or another outbreak harms the Chinese economy in general.We are also vulnerable to natural disasters and other calamities. Although our servers are hosted in an offsite location, our backup system does notcapture data on a real-time basis and we may be unable to recover certain data in the event of a server failure. We cannot assure you that any backup systemswill be adequate to protect us from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terroristattacks or similar events. Any of the foregoing events may give rise to server interruptions, breakdowns, system failures, technology platform failures orinternet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provideservices. In addition, a severe disaster could affect the operations or financial condition of our customers and suppliers, which could harm our results ofoperations. For example, certain Japanese automakers or their joint ventures in China delayed or cancelled advertising campaigns following the earthquakeand tsunami in Japan in March 2011.Risks Related to Our Corporate StructureSubstantial uncertainties exist with respect to the enactment timetable, final content, interpretation and implementation of draft PRC Foreign InvestmentLaw published for public comments and how it may impact the viability of our current corporate structure, corporate governance and business operations.The Ministry of Commerce published a discussion draft of the proposed Foreign Investment Law in January 2015 aiming to, upon its enactment,replace the trio of existing laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreignCooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law, together with their implementation rules and ancillaryregulations. The draft Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in linewith prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments. TheMinistry of Commerce solicited comments on this draft in 2015, but no new draft has been published since then. As such, substantial uncertainties exist withrespect to its enactment timetable, final content, interpretation and implementation. The draft Foreign Investment Law, if enacted as proposed, may materiallyimpact the viability of our current corporate structure, corporate governance and business operations in many aspects.Among other things, the draft Foreign Investment Law expands the definition of foreign investment and introduces the principle of “actual control” indetermining whether a company is considered a foreign-invested enterprise, or an FIE. The draft Foreign Investment Law specifically provides that entitiesestablished in China but “controlled” by foreign investors will be treated as FIEs, whereas an entity set up in a foreign jurisdiction would nonetheless be,upon market entry clearance by the Ministry of Commerce, treated as a PRC domestic investor provided that the entity is “controlled” by PRC entities and/orcitizens. In this connection, “control” is broadly defined in the draft law to cover the following summarized categories: (i) holding 50% of more of the votingrights of the subject entity; (ii) holding less than 50% of the voting rights of the subject entity but having the power to secure at least 50% of the seats on theboard or other equivalent decision making bodies, or having the voting power to exert material influence on the board, the shareholders’ meeting or otherequivalent decision making bodies; or (iii) having the power to exert decisive influence, via contractual or trust arrangements, over the subject entity’soperations, financial matters or other key aspects of business operations. Once an entity is determined to be an FIE, it will be subject to the foreign investmentrestrictions or prohibitions set forth in a “negative list,” to be separately issued by the State Council later. Unless the underlying business of the FIE fallswithin the negative list, which calls for market entry clearance by the Ministry of Commerce, prior approval from the government authorities as mandated bythe existing foreign investment legal regime would no longer be required for establishment of the FIE. 17Table of ContentsThe VIE structure has been adopted by many PRC-based companies, including us, to obtain necessary licenses and permits in the industries that arecurrently subject to foreign investment restrictions in China. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions— Contractual Agreements with our Variable Interest Entities” and “—If the PRC government finds that the agreements that establish the structure foroperating our services in China do not comply with PRC governmental restrictions on foreign investment in internet businesses, or if these regulations or theinterpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations”below. Under the draft Foreign Investment Law, VIEs that are controlled via contractual arrangement would also be deemed as FIEs, if they are ultimately“controlled” by foreign investors. Therefore, for any company with a VIE structure in an industry category that is on the “negative list,” the VIE structure maybe deemed legitimate only if the ultimate controlling person(s) is/are of PRC nationality (either PRC companies or PRC citizens). Conversely, if the actualcontrolling person(s) is/are of foreign nationalities, the VIEs will be treated as FIEs and any operation in the industry category on the “negative list” withoutmarket entry clearance may be considered as illegal.The draft Foreign Investment Law has not taken a position on what actions will be taken with respect to existing companies with a VIE structure,whether or not these companies are controlled by Chinese parties, while it is soliciting comments from the public on this point. The provision of internetcontent services, which we conduct through our VIEs, is subject to foreign investment restrictions set forth in the Catalogue for the Guidance of ForeignInvestment Industries, or the Catalogue, issued by the NDRC and the Ministry of Commerce in March 2015. It is unclear whether the new “negative list” willbe different from the Catalogue. If the enacted version of the Foreign Investment Law and the final “negative list” mandate further actions, such as Ministryof Commerce market entry clearance or certain restructuring of our corporate structure and operations, to be completed by companies with existing VIEstructure like us, we face substantial uncertainties as to whether these actions can be timely completed, or at all, and our business and financial condition maybe materially and adversely affected.The draft Foreign Investment Law, if enacted as proposed, may also materially impact our corporate governance practice and increase our compliancecosts. For instance, the draft Foreign Investment Law imposes stringent ad hoc and periodic information reporting requirements on foreign investors and theapplicable FIEs. Aside from the investment implementation report and investment amendment report that are required at each investment and alteration ofinvestment specifics, an annual report is mandatory, and large foreign investors meeting certain criteria are required to report on a quarterly basis. Anycompany found to be non-compliant with these information reporting obligations may potentially be subject to fines and/or administrative or criminalliabilities, and the persons directly responsible may be subject to criminal liabilities.If the PRC government finds that the agreements that establish the structure for operating our services in China do not comply with PRC governmentalrestrictions on foreign investment in internet businesses, or if these regulations or the interpretation of existing regulations change in the future, we couldbe subject to severe penalties or be forced to relinquish our interests in those operations.Current PRC laws and regulations place certain restrictions on foreign ownership of companies that provide internet content services in China.Specifically, foreign ownership of internet service providers or other value-added telecommunication service providers may not exceed 50%. In addition,according to the Several Opinions on the Introduction of Foreign Investment in the Cultural Industry promulgated by the Ministry of Culture, the StateAdministration of Radio, Film and Television, or the SARFT, the General Administration of Press and Publication, or the GAPP, the NDRC and the Ministryof Commerce in June 2005, foreign investors are prohibited from investing in or operating “internet cultural activities.” We are a Cayman Islands companyand foreign legal person under PRC laws. Accordingly, neither we nor our wholly foreign-invested PRC subsidiaries are currently eligible to apply for therequired licenses for providing internet content services in China. 18Table of ContentsAs such, we conduct our business through contractual arrangements in China. In particular, we operate our internet content business through BeijingAutohome Information Technology Co., Ltd., or Autohome Information and Beijing Shengtuo Hongyuan Information Technology Co., Ltd., or ShengtuoHongyuan. Autohome Information and Shengtuo Hongyuan are currently owned by individual shareholders who are PRC citizens and hold the requisitelicenses or permits to provide internet content and advertising services in China. We do not have an equity interest in Autohome Information or ShengtuoHongyuan but substantially control their operations and receive the economic benefits through a series of contractual arrangements. We have been and areexpected to continue to be dependent upon Autohome Information and its subsidiaries and Shengtuo Hongyuan and its subsidiaries to operate our businessesin the near future. For more information regarding these contractual arrangements, see “Item 7. Major Shareholders and Related Party Transactions—B.Related Party Transactions— Contractual Agreements with our Variable Interest Entities.”Based on the advice of our PRC legal counsel, Commerce & Finance Law Offices, the corporate structure of our VIEs and our subsidiaries in China arein compliance with all existing PRC laws and regulations. However, as there are substantial uncertainties regarding the interpretation and application of PRClaws and regulations, we cannot assure you that the PRC government would agree that our corporate structure or any of the above contractual arrangementscomply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in thefuture. PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broaddiscretion in interpreting these laws and regulations.If we or any of our current or future VIEs or subsidiaries are found to be in violation of any existing or future PRC laws or regulations, or fail to obtainor maintain any of the required permits or approvals, the relevant PRC regulatory authorities, including the Ministry of Industry and InformationTechnology, or the MIIT, which regulates internet information services companies and the China Securities Regulatory Commission, or the CSRC, wouldhave broad discretion in dealing with such violations, including levying fines, confiscating our income or the income of Autohome WFOE, BeijingChezhiying Technology Co., Ltd., or Chezhiying WFOE and the VIEs, revoking the business licenses or operating licenses of Autohome WFOE, ChezhiyingWFOE and the VIEs, shutting down our servers or blocking our websites, discontinuing or placing restrictions or onerous conditions on our operations,requiring us to undergo a costly and disruptive restructuring, or taking other enforcement actions that could be harmful to our business.Any of these actions could cause significant disruption to our business operations and severely damage our reputation, which would in turn materiallyand adversely affect our business and results of operations. In addition, if the imposition of any of these penalties causes us to lose the rights to direct theactivities of the VIEs or our right to receive their economic benefits, we would no longer be able to consolidate the VIEs.Our contractual arrangements with our VIEs may not be as effective in providing operational control as direct ownership.We have relied and expect to continue to rely on (i) contractual arrangements with Autohome Information and its subsidiaries and shareholders and(ii) contractual arrangements with Shengtuo Hongyuan and its subsidiaries and shareholders to operate our business. For a description of these contractualarrangements, see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Contractual Agreements with our VariableInterest Entities.” These contractual arrangements may not be as effective in providing us with control over our VIEs as direct ownership. If we had directownership of these entities, we would be able to exercise our rights as a shareholder to effect changes in the board of directors, which in turn could effectchanges, subject to any applicable fiduciary obligations, at the management level. However, under the current contractual arrangements, we rely on theperformance by these entities and their shareholders of their contractual obligations to exercise control over our VIEs. Therefore, our contractualarrangements with our VIEs may not be as effective in ensuring our control over their operations as direct ownership would be. 19Table of ContentsWe have not registered the pledge of equity interests by certain shareholders of our VIEs with the relevant authority, and we may not be able to enforce theequity pledge against any third parties who acquire the equity interests in good faith in the relevant VIEs before the pledge is registered.The shareholders of our VIEs, have pledged all of their equity interests in the relevant VIEs to Autohome WFOE or Chezhiying WFOE subject to theirrespective equity interest pledge agreements, See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—ContractualAgreements with our Variable Interest Entities”. An equity interest pledge agreement becomes effective among the parties upon execution, but according tothe PRC Property Rights Law, an equity interest pledge is not perfected as a security property right unless it is registered with the relevant localadministration for industry and commerce. We have not yet completed the register of these pledges by shareholders of our VIEs as of the date of this annualreport. As the registration of these pledges has not yet been completed so far, the pledges, as property rights, have not yet become effective under the PRCProperty Rights Law. Before the registration procedures are completed, we cannot assure you that the effectiveness of these pledges will be recognized byPRC courts if disputes arise with respect to certain pledged equity interests or that Autohome WFOE’s or Chezhiying WFOE’s interests as pledgee willprevail over any third parties. Autohome WFOE or Chezhiying WFOE may not be able to successfully enforce these pledges against any third parties whohave acquired the equity interests in good faith in any of our VIEs. As a result, if any of our VIEs breaches their respective obligations under the variousagreements described above, and there are third parties who have acquired equity interests in good faith, Autohome WFOE or Chezhiying WFOE would needto resort to legal proceedings to enforce its contractual rights under the equity interest pledge agreements, or the underlying agreements secured by thepledges.The shareholders of our VIEs may breach, or cause our VIEs to breach, or refuse to renew, the existing contractual arrangements we have with them andour VIEs. Any failure by our VIEs or their shareholders to perform their obligations under our contractual arrangements with them would have a materialadverse effect on our business and financial condition.The shareholders of our VIEs may breach, or cause our VIEs to breach, or refuse to renew, the existing contractual arrangements we have with them andour VIEs. If our VIEs or their shareholders fail to perform their obligations under the contractual arrangements, we may have to incur substantial costs andexpend resources to enforce our rights under the contracts. We may have to rely on legal remedies under PRC law, including seeking specific performance orinjunctive relief and claiming damages, which may not be effective. For example, if the shareholders of Autohome Information and Shengtuo Hongyuan wereto refuse to transfer their equity interests in those companies to us or our designee when we exercise the call option pursuant to these contractualarrangements, if they transfer the equity interests to other persons against our interests, or if they were otherwise to act in bad faith toward us, then we mayhave to take legal actions to compel them to perform their contractual obligations.All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly,these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legalsystem in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit ourability to enforce these contractual arrangements. Under PRC law, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, andthe prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would incuradditional expenses and delay. In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over ourVIEs, and our ability to conduct our business may be negatively affected.Contractual arrangements our subsidiaries have entered into with our VIEs may be subject to scrutiny by the PRC tax authorities and a finding that we orour VIEs owe additional taxes could substantially reduce our consolidated net income and the value of your investment.Under PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authoritieswithin ten years after the taxable year when the transactions are conducted. We could face material and adverse tax consequences if the PRC tax authoritiesdetermine that the contractual arrangements among Autohome WFOE, Chezhiying WFOE, our VIEs and the shareholders of our VIEs do not representarm’s-length prices and consequently adjust Autohome WFOE and Chezhiying WFOE’s or our VIEs’ income in the form of a transfer pricing adjustment. Atransfer pricing adjustment could, among other things, result in a reduction, for PRC tax purposes, of expense deductions recorded by our VIEs, which couldin turn increase their tax liabilities. In addition, the PRC tax authorities may impose late payment fees and other penalties on Autohome WFOE, ChezhiyingWFOE or our VIEs for any unpaid taxes. Our consolidated net income may be materially and adversely affected if Autohome WFOE and Chezhiying WFOEor our VIEs’ tax liabilities increase or if they are subject to late payment fees or other penalties. 20Table of ContentsThe interests of the individual nominee shareholders of our VIEs may be different to our interests, which may materially and adversely affect our business.The individual nominee shareholders of Guangzhou You Che You Jia Advertising Co., Ltd., or Guangzhou Advertising, Shanghai Advertising,Autohome Information and Shengtuo Hongyuan are Min Lu, chairman of the board of directors and chief executive officer, and Haiyun Lei, an employee ofthe affiliate of Yun Chen and has been with Ping An Group and its affiliates for more than 20 years. They each hold 50% of the equity interests in GuangzhouAdvertising, Shanghai Advertising, Autohome Information and Shengtuo Hongyuan. Each of these two individuals is a PRC citizen. The interests of theindividual nominee shareholders of our VIEs may be different to our interest. For example, the individual nominee shareholders of our consolidated affiliatedentities do not have a significant equity stake in our company. These shareholders may breach, or cause our VIEs to breach, or refuse to renew, the existingcontractual arrangements we have with them and our VIEs, which would have a material and adverse effect on our ability to effectively control our VIEs andreceive substantially all the economic benefits from them. For example, the shareholders may be able to cause our agreements with our VIEs to be performedin a manner adverse to us by, among other things, failing to remit payments due under the contractual arrangements to us on a timely basis. We cannot assureyou that when conflicts of interest arise, any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in ourfavor.Currently, we do not have any arrangements to address potential difference of interests between these individual nominee shareholders and ourcompany. We rely on these individuals to comply with the laws of China, which protect contracts, provide that directors and executive officers owe a duty ofloyalty and a duty of diligence to our company and require them to avoid conflicts of interest and not to take advantage of their positions for personal gain.We also rely on Mr. Min Lu, our chairman of the board of directors and chief executive officer, to abide by the laws of the Cayman Islands, which providethat directors owe a duty of care and a duty of loyalty to our company. However, the legal frameworks of China and the Cayman Islands do not provideguidance on resolving conflicts in the event of a conflict with another corporate governance regime. If we cannot resolve any difference of interests or disputebetween us and the shareholders of our VIEs, we would have to rely on legal proceedings, which could result in disruption of our business and subject us tosubstantial uncertainty as to the outcome of any such legal proceedings.We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have. Anylimitation on the ability of our PRC subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business.We are a holding company, and we may rely on dividends and other distributions on equity to be paid by our wholly owned PRC subsidiaries for ourcash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt wemay incur. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividendsor make other distributions to us.Under PRC laws and regulations, our PRC subsidiaries, as wholly foreign-owned enterprises in the PRC, may pay dividends only out of theiraccumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, wholly foreign-owned enterprises are requiredto set aside at least 10% of their accumulated after-tax profits, if any, each year to fund certain statutory reserve funds, until the aggregate amount of suchfunds reach 50% of their registered capital. These statutory reserve funds are not distributable as cash dividends.Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit ourability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. 21Table of ContentsPRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion mayrestrict or prevent us from using the proceeds of our equity offerings to make loans to our PRC subsidiaries and VIEs or to make additional capitalcontributions to our PRC subsidiaries, which may materially and adversely affect our liquidity and our ability to fund and expand our business.We are an offshore holding company conducting our operations in China through our PRC subsidiaries and VIEs. We may make loans to our PRCsubsidiaries and VIEs, or we may make additional capital contributions to our PRC subsidiaries. Any loans by us to our PRC subsidiaries, which are treated asforeign-invested enterprises under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us to AutohomeWFOE or Chezhiying WFOE to finance its activities cannot exceed statutory limits and must be registered with the local counterpart of the StateAdministration of Foreign Exchange, or SAFE. We may also decide to finance Autohome WFOE and Chezhiying WFOE by means of capital contributions.These capital contributions must be approved by the PRC Ministry of Commerce or its local counterpart. Due to the restrictions imposed on loans in foreigncurrencies extended to any PRC domestic companies, we are not likely to make such loans to our VIEs, which are PRC domestic companies. Further, we arenot likely to finance the activities of our VIEs by means of capital contributions due to regulatory restrictions relating to foreign investment in PRC domesticenterprises engaged in internet content services and online advertising businesses.SAFE promulgated a circular on November 19, 2010, or Circular No. 59, which tightens the examination on the authenticity of settlement of netproceeds from an offering and requires that the settlement of net proceeds shall be in accordance with the description in its prospectus. On March 30, 2015,the SAFE issued the Circular on Reform of the Administrative Rules of the Payment and Settlement of Foreign Exchange Capital of Foreign-InvestedEnterprises, or SAFE Circular 19, which became effective on June 1, 2015. Pursuant to SAFE Circular 19, foreign-invested enterprises may either continue tofollow the current payment-based foreign currency settlement system or choose to follow the “conversion-at-will” system for foreign currency settlement.Where a foreign-invested enterprise follows the conversion-at-will system for foreign currency settlement, it may convert part or all of the amount of theforeign currency in its capital account into Renminbi at any time. The converted Renminbi will be kept in a designated account labeled as settled butpending payment, and if the foreign-invested enterprise needs to make payment from such designated account, it still needs to go through the review processwith its bank and provide necessary supporting documents. SAFE Circular 19, therefore, has substantially lifted the restrictions on the usage by a foreign-invested enterprise of its Renminbi registered capital converted from foreign currencies. According to SAFE Circular 19, such Renminbi capital may be usedat the discretion of the foreign-invested enterprise and the SAFE will eliminate the prior approval requirement and only examine the authenticity of thedeclared usage afterwards. Nevertheless, foreign-invested enterprises like our PRC subsidiaries are still not allowed to extend intercompany loans to our VIEs.In addition, as SAFE Circular 19 was promulgated recently, there remain substantial uncertainties with respect to the interpretation and implementation ofthis circular by relevant authorities.In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies wecannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, ifat all, with respect to future loans by us to our PRC subsidiaries or VIEs or with respect to future capital contributions by us to our PRC subsidiaries. If we failto complete such registrations or obtain such approvals, our ability to use the proceeds we received from our equity offerings and to capitalize or otherwisefund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand ourbusiness.If our PRC subsidiaries or VIEs become the subject of a bankruptcy or liquidation proceeding, we may lose the ability to use and enjoy some of our keyassets, which could reduce the size of our operations and materially and adversely affect our business, our ability to generate revenues and the marketprice of our ADSs.As part of the contractual arrangements with our VIEs and their shareholders, Autohome Information and Shengtuo Hongyuan hold operating permitsand licenses and some of the key assets that are important to the operation of our business. We expect to continue to be dependent on our VIEs to operate asignificant portion of our business in China. If our VIEs go bankrupt and all or part of their assets become subject to liens or rights of third-party creditors, wemay be unable to continue some or all of our business activities, which would materially and adversely affect our business, financial condition and results ofoperations. If our VIEs undergo a voluntary or involuntary liquidation proceeding, their equity holders or unrelated third-party creditors may claim rights tosome or all of these assets, thereby hindering our ability to operate our business, which would materially and adversely affect our business, our ability togenerate revenues and the market price of our ADSs. 22Table of ContentsRisks Related to Doing Business in ChinaChanges in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.The majority of our assets and operations are located in China. Accordingly, our business, financial condition, results of operations and prospects maybe influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as awhole.The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, levelof development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures since thelate 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment ofimproved corporate governance in business enterprises, a substantial portion of productive assets in China are still owned by the Chinese government. Inaddition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinesegovernment also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.While the Chinese economy has experienced significant growth over the past decades, the growth has been uneven, both geographically and amongvarious sectors of the economy, and the rate of growth has been slowing. The Chinese government has implemented various measures to encourage economicgrowth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. Forexample, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in taxregulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate increases, to control the pace ofeconomic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and operating results.Uncertainties with respect to the PRC legal system could adversely affect us.We conduct our business primarily through our PRC subsidiaries and VIEs in China. Our operations in China are governed by PRC laws andregulations. Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us. In1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effectof legislation over the past several decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However,China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economicactivities in China. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and theirnonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and court authoritieshave significant discretion in interpreting and implementing statutory and contractual terms, it may be difficult to evaluate the outcome of administrativeand court proceedings and the level of legal protection we enjoy. Furthermore, the PRC legal system is based in part on government policies and internalrules, some of which are not published on a timely basis or at all, which may have a retroactive effect. As a result, we may not be aware of our violation ofthese policies and rules until sometime after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting insubstantial costs and diversion of resources and management attention. 23Table of ContentsWe may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet business and companies.The PRC government extensively regulates the internet industry, including foreign ownership of, and the licensing and permit requirements pertainingto, companies in the internet industry. These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcementinvolve significant uncertainty. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to beviolations of applicable laws and regulations. Issues, risks and uncertainties relating to the PRC government regulation of the internet industry include, butare not limited to, the following: • We only have contractual control over our websites. We do not own the websites due to the restriction on foreign investment in businessesproviding value-added telecommunication services in China, which includes internet content provision services. • There are uncertainties relating to the regulation of the internet industry in China, including evolving licensing requirements. This means thatpermits, licenses or operations at some of our subsidiaries and VIEs may be subject to challenge, or we may fail to obtain permits or licenses thatapplicable regulators may deem necessary for our operations, or we may not be able to obtain or renew permits or licenses. For example, bothAutohome Information and Shengtuo Hongyuan may be required to obtain additional licenses, including internet publishing licenses andinternet news information service licenses, if the release of articles and information or the broadcast of videos on the websites autohome.com.cnand che168.com is deemed by the PRC regulatory authorities as being the provision of internet publishing service, internet news informationservice, or internet culture operating service. See “Item 4. Information on the Company—B. Business Overview—PRC Regulation—Regulationson Online Cultural Services,” “Item 4. Information on the Company—B. Business Overview—PRC Regulation—Regulations on InternetPublishing” and “Item 4. Information on the Company—B. Business Overview—PRC Regulation—Regulations on Internet News InformationService” for additional details. • The evolving PRC regulatory system for the internet industry may lead to the establishment of new regulatory agencies. For example, theCyberspace Administration of China was established in 2014, as the central Internet censorship, oversight and control agency for the PRC. • New laws and regulations may be promulgated to regulate internet activities, including online advertising businesses. As such, additionallicenses may be required for our operations. If our operations do not comply with these new regulations at the time they become effective, or ifwe fail to obtain any licenses required under these new laws and regulations, we could be subject to penalties. • New government policies and internal rules relating to the regulations on internet activities may negatively affect our user traffic growth. Forexample, the Interim Measures for the Administration of Internet Advertising, which came into effect on September 1, 2016, requires that aninternet advertisement shall be identifiable and clearly identified as an “advertisement” so that users will tell it is an advertisement. See “Item 4.Information on the Company—B. Business Overview—PRC Regulation—Regulations on advertisements.” Complying with such requirementhas begun to negatively affect the growth rate of user traffic on our websites and mobile applications. The promulgation of laws and regulationsrelating to the internet activities may further impair our user traffic growth.On July 13, 2006, the MIIT, the predecessor of which was the Ministry of Information Industry, issued the Notice of the Ministry of InformationIndustry on Intensifying the Administration of Foreign Investment in Value-added Telecommunications Services. This notice prohibits domestictelecommunication service providers from leasing, transferring or selling telecommunications business operating licenses to any foreign investor in any form,or providing any resources, sites or facilities to any foreign investor for their illegal operation of a telecommunications business in China. According to thisnotice, either the holder of a value-added telecommunication services operation permit or its shareholders must directly own the domain names andtrademarks used by such license holders in their provision of value-added telecommunication services. The notice also requires each license holder to havethe necessary facilities, including servers, for its approved business operations and to maintain such facilities in the regions covered by its license. Currently,Autohome Information and Shengtuo Hongyuan, two of our VIEs, own the related domain names and trademarks and hold the internet content providerlicenses, or ICP licenses, necessary to conduct our operations for websites in China. 24Table of ContentsThe interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies relating to the internetindustry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of,internet businesses in China, including our business. We cannot assure you that we will be able to maintain our existing licenses or obtain any new licenses ifrequired by any new laws or regulations. There are also risks that we may be found to violate existing or future laws and regulations given the uncertainty andcomplexity of China’s regulation of the internet industry. If we or our VIEs fail to obtain or maintain any of the required assets, licenses or approvals, ourcontinued business operations in the internet industry may subject us to various penalties, including the confiscation of illegal net revenues, fines and thediscontinuation or restriction of our operations, any of which would materially and adversely affect our business and results of operations.There are substantial uncertainties with respect to the interpretation and implementation of the Cyber Security Law and how it may impact our businessoperations.On July 1, 2015, the Standing Committee of the National People’s Congress of China issued the National Security Law, which came into effect on thesame day. The National Security Law provides that the state shall safeguard sovereignty, security and development interests of cyberspace in the state, andthe state shall establish a national security review and supervision system to review including foreign investment, key technologies, internet and informationtechnology products and services and other important activities that are likely to impact the national security of China.On November 7, 2016, the Standing Committee of the National People’s Congress of China released the Cyber Security Law, which will becomeeffective on June 1, 2017. This is the first Chinese law that focuses exclusively on cyber security. The Cyber Security Law sets high requirements for theoperational security of facilities deemed to be part of PRC’s “key information infrastructure facilities,” and includes the integration of national securityexaminations under certain circumstances. Among which, “key information infrastructure facilities” includes networks and systems owned or managed bynetwork service providers with a significant number of users. The Cyber Security Law provides that key information infrastructure facilities operators must setup specialized internal security management divisions and assign appropriate person(s) responsible for security management. Additionally, these operatorsmust conduct background checks on the person(s) responsible for security management and on personnel in critical positions. It further provides that whenoperators of key information infrastructure facilities purchase network products or services that may affect or involve national security, the operator must passa security examination jointly arranged by the national network and information authority and the relevant government departments and the nationalsecurity examination process under the National Security Law will be triggered. The operators of key information infrastructure facilities must store importantdata collected and generated, including citizens’ personal information, exclusively within the territory of the People’s Republic of China. The Cyber SecurityLaw also sets increasingly more stringent requirements for network operators. The Cyber Security Law establishes censorship duties for network operators,including digital information distribution service providers and application software download service providers. When these operators notice a prohibitedpublication, or the transmission of illicit information, they must promptly stop transmitting the information and take measures necessary to prevent thespread of that information. Operators must maintain a record of these incidents when they occur and report them to the competent authorities. The CyberSecurity Law provides relevant subjects with solid legal authorities who are empowered to take measures to cut off any transmission(s) of prohibitedinformation on communication networks. Upon finding prohibited information, those authorities will require that the network operators stop the transmissionand take the necessary measures to remove any prohibited content. Where the above prohibited information comes from outside the territory of China, theseauthorities may request that all related institutions to take necessary measures to stop the flow of prohibited information.Since the Cyber Security Law has not taken effect as of the date of this annual report, there are substantial uncertainties with respect to theinterpretation and actual implementation of the Cyber Security Law. If implemented strictly as proposed, it may cause us to incur substantial costs or requireus to change our business practices in a manner materially adverse to our business. 25Table of ContentsFluctuations in exchange rates may have a material adverse effect on your investment.Substantially all of our revenues and costs are denominated in RMB. The conversion of RMB into foreign currencies, including U.S. dollars, is basedon rates set by the People’s Bank of China. In July 2005, the PRC government changed its decades-old policy of pegging the value of the RMB to the U.S.dollar, and the RMB appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciationhalted and the exchange rate between the RMB and the U.S. dollar remained within a narrow band. Since June 2010, the RMB has fluctuated against the U.S.dollar, at times significantly and unpredictably. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange ratebetween the RMB and the U.S. dollar in the future.To the extent that we need to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation ofthe RMB against the U.S. dollar would have an adverse effect on the RMB amount we would receive from the conversion. Conversely, if we decide to convertRMB into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs, strategic acquisitions or investments or otherbusiness purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us. In addition, asignificant depreciation of the RMB against the U.S. dollar may significantly reduce the U.S. dollar equivalent of our earnings, which in turn could adverselyaffect the price of our ADSs.Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into anyhedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in thefuture, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or to hedge our exposureat all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreigncurrency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.The PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out ofChina. We receive substantially all of our revenues in RMB. Under existing PRC foreign exchange regulations, payments of current account items, includingprofit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior SAFEapproval by complying with certain procedural requirements. Therefore, Autohome WFOE and Chezhiying WFOE are able to pay dividends in foreigncurrencies to us without prior approval from SAFE. However, approval from or registration with appropriate government authorities is required where RMB isto be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.The PRC government may also at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchangecontrol system prevents us from obtaining sufficient foreign currency to satisfy our foreign currency demands, we may not be able to pay dividends in foreigncurrencies to our shareholders, including holders of our ADSs.Certain regulations in the PRC may make it more difficult for us to pursue growth through acquisitions.Among other things, certain regulations and rules concerning mergers and acquisitions established additional procedures and requirements that couldmake merger and acquisition activities by foreign investors more time-consuming and complex. For example, these regulations require that the Ministry ofCommerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise or a foreigncompany with substantial PRC operations, if certain thresholds under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings,issued by the State Council on August 3, 2008, are triggered. According to the Implementing Rules Concerning Security Review on Mergers andAcquisitions by Foreign Investors of Domestic Enterprises issued by the Ministry of Commerce in August 2011, mergers and acquisitions by foreigninvestors involved in an industry related to national security are subject to strict review by the Ministry of Commerce. These rules also prohibit anytransactions attempting to bypass such security review, including by controlling entities through contractual arrangements. We believe that our business isnot in an industry related to national security. However, we cannot preclude the possibility that the Ministry of Commerce or other government agencies maypublish interpretations contrary to our understanding or broaden the scope of such security review in the future. We may elect to grow our business in thefuture in part by directly acquiring, or investing in, complementary businesses in China. Complying with the requirements of these regulations to completesuch transactions could be time-consuming, and any required approval processes, including obtaining approval from the Ministry of Commerce, may delayor inhibit our ability to complete such transactions. 26Table of ContentsFailure to comply with PRC regulations regarding the registration requirements for employee share ownership plans or share option plans may subject thePRC plan participants or us to fines and other legal or administrative sanctions.In December 2006, the People’s Bank of China, or PBOC, promulgated the Administrative Measures of Foreign Exchange Matters for Individuals,which sets forth the respective requirements for foreign exchange transactions by individuals (both PRC and non-PRC citizens) under either the currentaccount or the capital account. In January 2007, SAFE issued relevant implementing rules that specified approval requirements for certain capital accounttransactions such as a PRC citizen’s participation in the employee stock incentive plans or share option plans of an overseas publicly listed company. InFebruary 2012, SAFE promulgated the Notice on the Administration of Foreign Exchange Matters for Domestic Individuals Participating in the StockIncentive Plans of Overseas Listed Companies, or the Stock Option Notice. The Stock Option Notice supersedes the requirements and procedures for theregistration of PRC resident individuals’ participation in stock incentive plans set forth by certain rules promulgated by SAFE in March 2007. Under thesemeasures, PRC resident individuals who participate in an employee stock incentive plan or a share option plan in an overseas publicly listed company arerequired to register with SAFE and complete certain other procedures. A PRC domestic qualified agent appointed through the PRC subsidiaries of suchoverseas listed company must file applications on behalf of such PRC resident individuals with SAFE or its local counterpart to obtain approval for an annualallowance with respect to the foreign exchange in connection with stock holding or share option exercises. With the approval from SAFE or its localcounterpart, the PRC domestic qualified agent must open a special foreign exchange account at a PRC domestic bank to hold the funds required inconnection with the stock purchase or option exercise, payment received upon sales of shares, dividends issued on the stock and any other income orexpenditures approved by SAFE or its local counterpart. We and our PRC resident employees who participate in our share incentive plans are subject to theseregulations as we are an overseas listed company. We have made registration with the local counterparts of SAFE for our PRC resident employees whoparticipate in our share incentive plans as required under the Stock Option notice and relevant rules. If we or our PRC optionees fail to comply with theseregulations, we or our PRC optionees may be subject to fines and other legal or administrative sanctions. See “Item 4. Information on the Company—B.Business Overview—PRC Regulation—Regulations on Employee Stock Options Plans.”We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.Pursuant to the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SATCircular 698, issued by the State Administration of Taxation, or the SAT, on December 10, 2009 with retroactive effect from January 1, 2008, where anon-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly via disposing of the equity interests of an overseas holdingcompany, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (a) has an effective tax rate less than 12.5% or(b) does not tax the foreign income of its residents, the non-resident enterprise, being the transferor, shall report to the relevant tax authority of the PRCresident enterprise this Indirect Transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holdingcompany if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gainsderived from such Indirect Transfer may be subject to PRC withholding tax at a rate of up to 10%. SAT Circular 698 also provides that, where a non-PRCresident enterprise transfers its equity interests in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant taxauthority has the power to make a reasonable adjustment to the taxable income of the transaction.On February 3, 2015, the SAT issued SAT Notice 7 to supersede the existing tax rules in relation to the Indirect Transfer, while the other provisions ofSAT Circular 698 remain in force. SAT Notice 7 introduces a more sophisticated anti-avoidance guidance. SAT Notice 7 extends its tax jurisdiction tocapture not only Indirect Transfer as set forth under SAT Circular 698 but also transactions involving transfer of movable and immovable property in Chinaof a foreign company through the offshore transfer of a foreign intermediate holding company. According to SAT Notice 7, if a non-resident enterpriseindirectly transfers PRC taxable properties through an arrangement without reasonable commercial purpose but to avoid PRC Corporate Income Tax, theIndirect Transfer shall be re-characterized and treated as a direct transfer of PRC taxable properties. SAT Notice 7 also interprets the term “transfer of theequity interests in a foreign intermediate holding company” broadly. In addition, SAT Notice 7 provides clearer criteria than Circular 698 on how to assessreasonable commercial purposes and introduces safe harbor scenarios applicable to the public trading of shares in a listed company holding taxable PRCassets and indirect transfers resulting from a corporate restructuring. 27Table of ContentsFurther, SAT Notice 7 replaces the compulsory reporting requirement in SAT Circular 698 with a voluntary reporting regime and the criteria set forth inCircular 698 for indirect transfer reporting have been abolished. Both the foreign transferor and the transferee, and the PRC tax resident enterprise whoseequity interests being transferred may voluntarily report the transfer by submitting the documents required in SAT Notice 7. In addition to the voluntaryreporting, SAT Notice 7 empowers the Chinese tax authorities to require various documents from the parties involved. Although SAT Notice 7 providesclarities in many important areas such as reasonable commercial purpose and reporting requirements, it brings challenges to both the foreign transferor andtransferee of the Indirect Transfer as they are required to make a self-assessment on whether the transaction should be subject to PRC tax and to file orwithhold the PRC tax accordingly. It also introduces the interest regime by providing that where a transferor fails to file and pay tax on time, and where awithholding agent fails to withhold the tax, interest will be charged on a daily basis. If the transferor has provided the required documents and information orhas filed and paid the tax within 30 days from the date that the share transfer contract or agreement is signed, interest shall be calculated based on thebenchmark interest rate; otherwise, the benchmark interest rate plus 5% will apply.SAT Notice 7 became effective on February 3, 2015, but it also applies to Indirect Transfers which occurred before its issuance but have not receivedassessments from the tax authorities. SAT Circular 698 and SAT Notice 7 may be determined by the tax authorities to be applicable to our corporaterestructuring where non-resident investors were involved, if any of such transactions were determined by the tax authorities to lack reasonable commercialpurpose. As a result, we and our non-resident investors in such transactions may become at risk of being taxed under SAT Circular 698 and SAT Notice 7 andwe may be required to expend valuable resources to comply with SAT Circular 698 and SAT Notice 7 or to establish that we should not be taxed under thegeneral anti-avoidance rule of the PRC Enterprise Income Tax Law, which may have a material adverse effect on our financial condition and results ofoperations or such non-resident investors’ investments in us.There are still uncertainties as to the interpretation and implementation of SAT Notice 7. The PRC tax authorities have the discretion under SATCircular 698 and SAT Notice 7 to make adjustments to the taxable capital gains based on the difference between the fair value of the equity intereststransferred and the cost of investment. We may pursue acquisitions in the future that may involve complex corporate structures. If we are considered a non-resident enterprise under the PRC Enterprise Income Tax Law and if the PRC tax authorities make adjustments to the taxable income of these transactionsunder Circular 698 and SAT Notice 7, our income tax expenses associated with such potential acquisitions will be increased, which may have an adverseeffect on our financial condition and results of operations.Discontinuation of any of the preferential tax treatments or imposition of any additional taxes could adversely affect our financial condition and results ofoperations.China passed a new PRC Enterprise Income Tax Law and its implementation rules, which became effective on January 1, 2008. The Enterprise IncomeTax Law (a) reduces the statutory rate of the enterprise income tax from 33% to 25%, (b) permits companies established before March 16, 2007 to continue toenjoy their existing tax incentives, adjusted by certain transitional phase-out rules promulgated by the State Council on December 26, 2007, and(c) introduces new tax incentives, subject to various qualification criteria.The Enterprise Income Tax Law and its implementation rules permit certain “high and new technology enterprises strongly supported by the state”which hold independent ownership of core intellectual property to enjoy a preferential enterprise income tax rate of 15% subject to certain qualificationcriteria. Autohome WFOE was recognized jointly by the Beijing Municipal Science and Technology Commission and other authorities as a “high and newtechnology enterprise,” or HNTE, in September 2010 and therefore was eligible for the preferential 15% enterprise income tax rate from 2010 to 2012 uponits filing with the relevant tax authority. The qualification as an HNTE is subject to annual evaluation and a three-year review by the relevant authorities inChina. We have obtained renewal of the HNTE qualification through 2016. Beijing Autohome Technologies Co., Ltd., or Beijing Autohome Technologies,was recognized as an HNTE in July 2015 and therefore was eligible for the preferential 15% enterprise income tax rate from 2015 to 2017 upon their filingwith the relevant tax authority. Beijing Prbrownies Software Co., Ltd., or Beijing Prbrownies, was recognized as an HNTE in February 2016, qualifying it forthe preferential 15% enterprise income tax rate from 2015 to 2017 upon its filing with the relevant tax authority. However, should we lose this qualificationfor any reason, Autohome WFOE, Beijing Autohome Technologies and Beijing Prbrownies will no longer enjoy the 15% preferential tax rate, and theapplicable enterprise income tax rate may increase to up to 25%. 28Table of ContentsOur global income and the dividends that we may receive from our PRC subsidiaries, dividends distributed to our non-PRC shareholders and ADS holders,and gains recognized by such shareholders or ADS holders, may be subject to PRC taxes under the Enterprise Income Tax Law, which would have amaterial adverse effect on our results of operations.Under the Enterprise Income Tax Law and its implementation rules, both of which became effective on January 1, 2008, an enterprise establishedoutside of the PRC with “de facto management bodies” within the PRC is considered a resident enterprise and will be subject to the enterprise income tax atthe rate of 25% on its global income. The implementation rules define the term “de facto management bodies” as “establishments that carry out substantialand overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise.” The SATissued the Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of DeFacto Management Bodies, or SAT Circular 82, on April 22, 2009. SAT Circular 82 provides certain specific criteria for determining whether the “de factomanagement body” of a Chinese-controlled offshore-incorporated enterprise is located in China. Although SAT Circular 82 only applies to offshoreenterprises controlled by PRC enterprises, not those controlled by PRC individuals, the determining criteria set forth in Circular 82 may reflect the SAT’sgeneral position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless ofwhether they are controlled by PRC enterprises or individuals. Although we do not believe that our legal entities organized outside of the PRC constitutePRC resident enterprises, it is possible that the PRC tax authorities could reach a different conclusion. In such case, we may be considered a PRC residententerprise and may therefore be subject to enterprise income tax at a rate of 25% on our global income. If we are considered a PRC resident enterprise andearn income other than dividends from our PRC subsidiaries, a 25% enterprise income tax on our global income could significantly increase our tax burdenand materially and adversely affect our cash flow and profitability.Pursuant to the Enterprise Income Tax Law and its implementation rules, dividends generated after January 1, 2008 and payable by a foreign-investedenterprise in China to its foreign investors, which are non-PRC tax resident enterprises without an establishment in China, or whose income has noconnection with their institutions and establishments inside China, are subject to withholding tax at a rate of 10%, unless any such foreign investor’sjurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. We are a Cayman Islands holding companyand we conduct our business through our wholly-owned subsidiaries and VIEs in the PRC, of which Autohome WFOE and Chezhiying WFOE are the primarybeneficiaries of VIEs. Autohome WFOE is 100% owned by Cheerbright, our wholly owned subsidiary located in the British Virgin Islands. The British VirginIslands currently does not have any tax treaty with China with respect to withholding tax. As long as Cheerbright is considered a non-PRC resident enterpriseand holds at least 25% of the equity interests of Autohome WFOE, dividends that it receives from Autohome WFOE may be subject to withholding tax at arate of 10%. Chezhiying WFOE is 100% owned by Autohome Link Hong Kong Limited, our wholly owned subsidiary located in Hong Kong. Under theArrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion,effective on January 1, 2007, as long as Autohome Link Hong Kong Limited is considered a non-PRC resident enterprise and holds at least 25% of the equityinterests of its PRC subsidiaries, dividends that it receives from its PRC subsidiaries may be subject to withholding tax at a preferential rate of 5%, if it is thebeneficial owner of the dividends, upon receiving the approval from the local tax authority. In August 2015, the State Administration of Taxationpromulgated the Administrative Measures for Non-Resident Taxpayers to Enjoy Treatments under Tax Treaties, or SAT Circular 60, which became effectiveon November 1, 2015. SAT Circular 60 provides that non-resident enterprises are not required to obtain pre-approval from the relevant tax authority in orderto enjoy the reduced withholding tax rate. Instead, non-resident enterprises and their withholding agents may, by self-assessment and upon their confirmationthat the prescribed criteria to enjoy the tax treaty benefits are met, directly apply the reduced withholding tax rate, and file necessary forms and supportingdocuments when performing tax filings, which will be subject to post-filing examinations by the relevant tax authorities. We have migrated our advertisingbusiness from our VIEs to the subsidiaries of Autohome Media. Autohome Media is 100% owned by Autohome (Hong Kong) Limited, or Autohome HK, ourwholly owned subsidiary located in Hong Kong. Under the Arrangement between the PRC and the Hong Kong Special Administrative Region on theAvoidance of Double Taxation and Prevention of Fiscal Evasion, effective on January 1, 2007, as long as Autohome HK is considered a non-PRC residententerprise and holds at least 25% of the equity interests of its PRC subsidiaries, dividends that it receives from its PRC subsidiaries may be subject towithholding tax at a preferential rate of 5%, if it is the beneficial owner of the dividends, upon receiving the approval from the local tax authority. 29Table of ContentsAs uncertainties remain regarding the interpretation and implementation of the Enterprise Income Tax Law and its implementation rules, we cannotassure you that if we are regarded as a PRC resident enterprise, any dividends to be distributed by us to our non-PRC shareholders and ADS holders would notbe subject to any PRC withholding tax at a rate of up to 10%. Similarly, any gain recognized by such non-PRC shareholders or ADS holders on the sale ofshares or ADSs, as applicable, may also be subject to PRC withholding tax. If we are required under the Enterprise Income Tax Law to withhold PRC incometax on our dividends payable to our non-PRC enterprise shareholders and ADS holders, or on gains recognized by such non-PRC shareholders or ADSholders, such investors’ investment in our Class A ordinary shares or ADSs may be materially and adversely affected.The enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may adversely affect our business and our results ofoperations.The PRC Labor Contract Law became effective and was implemented on January 1, 2008 as amended on December 28, 2012 and effective as of July 1,2013. It has reinforced the protection of employees who, under the PRC Labor Contract Law, have the right, among others, to have written labor contracts, toenter into labor contracts with no fixed terms under certain circumstances, to receive overtime wages and to terminate or alter terms in labor contracts.According to the PRC Social Insurance Law, which became effective on July 1, 2011, and the Administrative Regulations on the Housing Funds, employeesare required to participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance, maternity insurance and housingfunds, and the employers must pay all or a portion of the social insurance premiums and housing funds for such employees.As a result of these laws and regulations designed to enhance labor protection, we expect our labor costs will increase. In addition, as the interpretationand implementation of these new laws and regulations are still evolving, our employment practice may not at all times be deemed in compliance with thenew laws and regulations. If we are subject to severe penalties or incur significant liabilities in connection with labor disputes or investigations, our businessand results of operations may be adversely affected.The Public Company Accounting Oversight Board is not permitted to inspect independent registered public accounting firms operating in China,including our auditor, and as such, investors may be deprived of the benefits of such inspection.Our independent registered public accounting firm, as an auditor of companies that are traded publicly in the United States and a firm registered withthe Public Company Accounting Oversight Board (United States), or PCAOB, is required by the laws of the United States to undergo regular inspections byPCAOB to assess its compliance with the laws of the United States and professional standards. Because our independent registered public accounting firm islocated in China, a jurisdiction where PCAOB is currently unable to conduct inspections without receiving the required approval from the PRC authorities,our independent registered public accounting firm, like other independent registered public accounting firms operating in China, is currently not inspectedby PCAOB. Inspections of other firms that PCAOB has conducted outside of China have identified deficiencies in those firms’ audit procedures and qualitycontrol procedures, which may be addressed as part of the inspection process to improve future audit quality. Since PCAOB cannot conduct inspections ofindependent registered public accounting firms operating in China without receiving the required approval from the PRC authorities, it is more difficult toevaluate the effectiveness of our independent registered public accounting firm’s audit or quality control procedures. As a result, investors may be deprivedof the benefits of PCAOB inspections. 30Table of ContentsProceedings instituted by the SEC against certain PRC-based accounting firms, including our independent registered public accounting firm, could resultin financial statements being determined to be not in compliance with the requirements of the Exchange Act.In December 2012, the SEC brought administrative proceedings against five accounting firms in China, including our independent registered publicaccounting firm, alleging that they had refused to produce audit work papers and other documents related to certain other China-based companies underinvestigation by the SEC. On January 22, 2014, an initial administrative law decision was issued, censuring these accounting firms and suspending four ofthese firms from practicing before the SEC for a period of six months. The decision is neither final nor legally effective unless and until reviewed andapproved by the SEC. On February 12, 2014, four of these PRC-based accounting firms appealed to the SEC against this decision. In February 2015, each ofthe four PRC-based accounting firms agreed to a censure and to pay a fine to the SEC to settle the dispute and avoid suspension of their ability to practicebefore the SEC. The firms’ ability to continue to serve all their respective clients is not affected by the settlement. The settlement requires the firms to followdetailed procedures to seek to provide the SEC with access to Chinese firms’ audit documents via the CSRC. If the firms do not follow these procedures, theSEC could impose penalties such as suspensions, or it could restart the administrative proceedings. The settlement did not require the firms to admit to anyviolation of law and preserves the firms’ legal defenses in the event the administrative proceeding is restarted.In the event that the SEC restarts the administrative proceedings, depending upon the final outcome, listed companies in the United States with majorPRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements beingdetermined to not be in compliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negative news about theproceedings against these audit firms may cause investor uncertainty regarding China-based, United States-listed companies and the market price of ourADSs may be adversely affected.If our independent registered public accounting firm was denied, even temporarily, the ability to practice before the SEC and we were unable to timelyfind another registered public accounting firm to audit and issue an opinion on our financial statements, our financial statements could be determined not tobe in compliance with the requirements of the Exchange Act. Such a determination could ultimately lead to the delay or abandonment of this offering,delisting of our ordinary shares from the NYSE or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the tradingof our ADSs in the United States.Risks Related to our ADSsThe market price for our ADSs has fluctuated and may be volatile.The daily closing trading prices for our ADSs ranged from US$19.50 to US$32.42 in 2016. The trading price for our ADSs may continue to fluctuate inresponse to factors including, without limitation, the following: • regulatory developments in our target markets affecting us, our advertisers or our competitors; • announcements of studies and reports relating to the quality of our services or those of our competitors; • changes in the economic performance or market valuations of other companies that provide online automotive advertising services; • actual or anticipated fluctuations in our quarterly results of operations and changes or revisions to our expected results; • changes in financial estimates by securities research analysts; • conditions in the online automotive advertising industry; 31Table of Contents • conditions in the online retail industry; • announcements by us or our competitors of new solutions, acquisitions, strategic relationships, joint ventures or capital commitments; • additions to or departures of our senior management; • fluctuations of exchange rates between the RMB and the U.S. dollar; • release or expiry of lock-up or other transfer restrictions on our outstanding Class A ordinary shares or ADSs; • sales or perceived potential sales of additional Class A ordinary shares or ADSs; • obtaining or revocation of any operating license or permit in relation to our business; and • pending or potential litigation or administrative investigation.In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operatingperformance of any particular company. These market fluctuations may also have a material adverse effect on the market price of our ADSs.If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our ADSsand trading volume could decline.The trading market for our ADSs will depend in part on the research and reports that securities or industry analysts publish about us or our business. Ifwe do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our ADSs or publishes inaccurate orunfavorable research about our business, the market price for our ADSs would likely decline. If one or more of these analysts ceases coverage of our companyor fails to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume forour ADSs to decline.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.We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As aresult, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our ADSs as a source of anyfuture dividend income.Subject to certain exceptions, our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directorsdecides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results ofoperations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financialcondition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our ADSs willlikely depend entirely upon any future price appreciation of our ADSs. There is no guarantee that our ADSs will appreciate in value or even maintain theprice at which you purchased the ADSs. You may not realize a return on your investment in our ADSs and you may even lose your entire investment in ourADSs.Substantial future sales or perceived potential sales of our ADSs in the public market could cause the price of our ADSs to decline.Sales of our ADSs in the public market, or the perception that these sales could occur, could cause the market price of our ADSs to decline. All ADSssold in our equity offerings will be freely transferable without restriction or additional registration under the Securities Act. In addition, certain holders of ourordinary shares have the right to cause us to register under the Securities Act the sale of their shares. Registration of these shares under the Securities Actwould result in ADSs representing these shares becoming freely tradable without restriction under the Securities Act. Sales of these registered shares, in theform of ADSs, in the public market could cause the price of our ADSs to decline. Such sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. In addition, if we pay for our future acquisitions in whole or in part withadditionally issued ordinary shares, your ownership interests in our company would be diluted and this, in turn, could have a material and adverse effect onthe price of our ADSs. 32Table of ContentsYou may not have the same voting rights as the holders of our Class A ordinary shares and may not receive voting materials in time to be able to exerciseyour right to vote.Except as described in this annual report and in the deposit agreement, holders of our ADSs will not be able to exercise voting rights attaching to theClass A ordinary shares represented by our ADSs on an individual basis. Holders of our ADSs will appoint the depositary or its nominee as theirrepresentative to exercise the voting rights attaching to the Class A ordinary shares represented by the ADSs. Upon receipt of your voting instructions, thedepositary will vote the underlying ordinary shares in accordance with these instructions.Pursuant to our fourth amended and restated memorandum and articles of association, we may convene a shareholders’ meeting upon ten calendardays’ notice. If we give timely notice to the depositary under the terms of the deposit agreement (30 business days’ notice), the depositary will notify you ofthe upcoming vote and arrange to deliver our voting materials to you. We cannot assure you that you will receive the voting materials in time to instruct thedepositary to vote the Class A ordinary shares underlying your ADSs, and it is possible that you, or persons who hold their ADSs through brokers, dealers orother third parties, will not have the opportunity to exercise a right to vote. In addition, the depositary and its agents are not responsible for failing to carryout voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there maybe nothing you can do if the Class A ordinary shares underlying your ADSs are not voted as you requested. In addition, although you may directly exerciseyour right to vote by withdrawing the Class A ordinary shares underlying your ADSs, you may not receive sufficient advance notice of an upcomingshareholders’ meeting to withdraw the Class A ordinary shares underlying your ADSs to allow you to vote with respect to any specific matter.Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings, and you may not receive cash dividendsif it is illegal or impractical to make them available to you.We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available toyou in the United States unless we register both the rights and the securities to which the rights relate under the Securities Act or an exemption from theregistration requirements is available. Under the deposit agreement, the depositary will not make rights available to you unless both the rights and theunderlying securities to be distributed to ADS holders are either registered under the Securities Act or exempt from registration under the Securities Act. Weare under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to bedeclared effective and we may not be able to establish a necessary exemption from registration under the Securities Act. Accordingly, you may be unable toparticipate in our rights offerings and may experience dilution in your holdings.The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on Class A ordinary shares orother deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of Class A ordinary sharesyour ADSs represent. However, the depositary is not responsible if it decides that it is inequitable or impractical to make a distribution available to anyholders of ADSs. For example, the depositary may determine that it is not feasible to distribute certain property through the mail. Additionally, the value ofcertain distributions may be less than the cost of mailing them. In those cases, the depositary may determine not to distribute such property. We have noobligation to register under U.S. securities laws any ADSs, ordinary shares, rights or other securities received through such distributions. We also have noobligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to holders of ADSs. This means that you maynot receive the distribution we make on our Class A ordinary shares or any value for them if it is illegal or impractical for us to make them available to you.These restrictions may have a material adverse effect on the value of your ADSs. 33Table of ContentsYou may be subject to limitations on the transfer of your ADSs.Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time whenit deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSsgenerally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of anyrequirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason in accordance withthe terms of the deposit agreement.You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited because we areincorporated under Cayman Islands law, we conduct substantially all of our operations in China and substantially all of our directors and officers resideoutside the United States.We are incorporated in the Cayman Islands and conduct substantially all of our operations in China through our PRC subsidiaries and VIEs. Most ofour directors and officers reside outside the United States and a substantial portion of the assets of such directors and officers are located outside of the UnitedStates. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the Cayman Islands or in China in theevent that you believe that your rights have been infringed under the securities laws or otherwise. Even if you are successful in bringing an action of thiskind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers.There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generallyrecognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time to time, and by the CompaniesLaw and common law of the Cayman Islands. The rights of shareholders to take legal action against us and our directors, actions by minority shareholdersand the fiduciary responsibilities of our directors are to a large extent governed by the common law of the Cayman Islands. The common law of the CaymanIslands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which providespersuasive, but not binding, authority. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not asclearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a less developed body ofsecurities laws than the United States and provides significantly less protection to investors. In addition, Cayman Islands companies may not have standingto initiate a shareholder derivative action in U.S. federal courts.As a result, our public shareholders may have more difficulty in protecting their interests through actions against us, our management, our directors orour major shareholders than shareholders of a corporation incorporated in a jurisdiction in the United States.Our memorandum and articles of association contain anti-takeover provisions that could adversely affect the rights of holders of our Class A ordinaryshares and ADSs.Our fourth amended and restated memorandum and articles of association contain certain provisions that could limit the ability of others to acquirecontrol of our company, including a provision that grants authority to our board of directors to establish from time to time one or more series of preferredshares without action by our shareholders and to determine, with respect to any series of preferred shares, the terms and rights of that series. Preferred sharescould be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If ourboard of directors decides to issue preferred shares, the price of our ADSs may fall and the voting and other rights of the holders of our Class A ordinary sharesand ADSs may be materially adversely affected. These provisions could have the effect of depriving our shareholders of the opportunity to sell their shares ata premium over the prevailing market price by discouraging third parties from seeking to obtain control of our company in a tender offer or similartransaction. 34Table of ContentsWe are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable toU.S. domestic public companies.Because we qualify as a foreign private issuer under the Securities Exchange Act of 1934, as amended, or the Exchange Act, we are exempt from certainprovisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: • the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; • the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under theExchange Act; • the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiderswho profit from trades made in a short period of time; and • the selective disclosure rules by issuers of material nonpublic information under Regulation FD.We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. We intend to publish our results on a quarterlybasis as press releases, distributed pursuant to the rules and regulations of the NYSE. Press releases relating to financial results and material events will also befurnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less frequentcompared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information, whichwould be made available to you, were you investing in a United States domestic issuer.We may be classified as a passive foreign investment company for United States federal income tax purposes, which could subject United States investorsin the ADSs or Class A ordinary shares to significant adverse tax consequences.Under United States federal income tax law, we will be classified as a passive foreign investment company (“PFIC”) for any taxable year if either (i) atleast 75% of our gross income for the taxable year is passive income or (ii) at least 50% of the value of our assets (based on the average quarterly value of ourassets during the taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”). Although the law in thisregard is not entirely clear, we treat our VIEs as being owned by us for United States federal income tax purposes because we control their managementdecisions and are entitled to substantially all of the economic benefits associated with such entities, and, as a result, we consolidate their results of operationsin our consolidated U.S. GAAP financial statements. Assuming we are the owner of our VIEs for U.S. federal income tax purposes and based on our currentincome and assets, including goodwill and unbooked intangibles, we do not believe that we were a PFIC for the taxable year ended December 31, 2016 anddo not anticipate becoming a PFIC in future taxable years.While we do not believe that we were a PFIC for the taxable year ended December 31, 2016 and do not anticipate becoming a PFIC in the foreseeablefuture, no assurance can be given in this regard because the determination of whether we will be or become a PFIC is a fact-intensive inquiry made on anannual basis that depends, in part, on the composition of our income and assets. Fluctuations in the market price of our ADSs may cause us to become a PFICfor the current or subsequent taxable years because the value of assets for the purpose of the asset test may be determined by reference to the market price ofour ADSs from time to time (which may be volatile). The composition of our income and assets may also be affected by how, and how quickly, we use ourliquid assets. Under circumstances where our revenue from activities that produce passive income significantly increase relative to our revenue from activitiesthat produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming classified as aPFIC may substantially increase. In addition, because there are uncertainties in the application of the relevant rules, it is possible that the Internal RevenueService may challenge our classification of certain income and assets as non-passive or our valuation of our tangible and intangible assets, each of which mayresult in our becoming a PFIC for the current or subsequent taxable years. 35Table of ContentsIf we were to be or become a PFIC, a U.S. Holder (as defined in “Item 10. Additional Information—E. Taxation—United States Federal Income TaxConsiderations—General”) may incur significantly increased United States income tax on gains recognized on the sale or other disposition of the ADSs orClass A ordinary shares and on the receipt of distributions on the ADSs or Class A ordinary shares to the extent such gain or distribution is treated as an“excess distribution” under United States federal income tax rules. Further, if we were a PFIC for any year during which a U.S. Holder held our ADSs orClass A ordinary shares, we generally would continue to be treated as a PFIC as to such U.S. Holder for all succeeding years during which such U.S. Holderheld our ADSs or Class A ordinary shares. Alternatively, U.S. Holders of PFIC shares can sometimes avoid the rules described above by making certainelections, including a “mark-to-market” election or electing to treat a PFIC as a “qualified electing fund.” However, U.S. Holders will not be able to make anelection to treat us as a “qualified electing fund” because, even if we were to be or become a PFIC, we do not intend to comply with the requirementsnecessary to permit U.S. Holders to make such election. Each U.S. Holder is urged to consult its tax advisor concerning the United States federal income taxconsequences of owning and disposing of ADSs or Class A ordinary shares if we are or become a PFIC. For more information, see “Item 10. AdditionalInformation—E. Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”We incur increased costs as a result of being a public company.We are a public company and expect to incur significant accounting, legal and other expenses that we did not incur as a private company. TheSarbanes-Oxley Act, including Section 404 therein relating to internal control over financial reporting, as well as rules subsequently implemented by theSEC and the NYSE, have detailed requirements concerning corporate governance practices of public companies. We expect these rules and regulationsapplicable to public companies to increase our accounting, legal and financial compliance costs and to make certain corporate activities more time-consuming and costly. Our management is required to devote substantial time and attention to our public company reporting obligations and othercompliance matters. We evaluate and monitor developments with respect to these rules and regulations, and we cannot predict or estimate the amount ofadditional costs we may incur or the timing of such costs. Our reporting and other compliance obligations as a public company may place a significant strainon our management, operational and financial resources and systems for the foreseeable future.In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in themarket price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention andother resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit.Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim issuccessfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition andresults of operations.ITEM 4. INFORMATION ON THE COMPANY A.History and Development of the CompanyAutohome Inc. was incorporated under the laws of the Cayman Islands under its former name, Sequel Limited, in June 2008 and adopted its currentname in October 2011. Shortly after its inception, in June 2008, Autohome acquired all of the equity interests of the following entities: • Cheerbright International Holdings Limited, or Cheerbright, a British Virgin Islands company that operates autohome.com.cn, which waslaunched in 2005; • Norstar Advertising Media Holdings Limited, or Norstar, a Cayman Islands Company that, among other businesses, operated che168.com, whichwas launched in 2004; and • China Topside Limited, or China Topside, a British Virgin Islands company. 36Table of ContentsTo sharpen our business focus on the automotive industry, we completed a corporate reorganization in 2011 by spinning off our then subsidiaries thatwere not involved in our core business. In March 2011, we completed the transfer of the che168.com business from Norstar to Cheerbright. In June 2011, inconnection with our strategy to focus on serving the automotive industry in China, we contributed our entire equity interests in Norstar and China Topside,which serve the information technology industry, to Sequel Media, our subsidiary in the Cayman Islands. We then immediately distributed shares of SequelMedia to our shareholders. Since the spin-off, we have focused on serving the automotive industry in China through our autohome.com.cn and che168.comwebsites.In March, 2012, we established a wholly owned subsidiary, Autohome (Hong Kong) Limited, or Autohome HK, in Hong Kong. In February 2015, weestablished Autohome E-commerce Hong Kong Limited and Autohome Link Hong Kong Limited in Hong Kong and in April 2015, we establishedAutohome Financing Hong Kong Limited in Hong Kong. These four subsidiaries have no business operation as of the date of this annual report.In October 2013, Autohome HK acquired Prbrownies Marketing Limited, a Hong Kong advertising and marketing company, which we renamedAutohome Media Limited, or Autohome Media, in March 2014. Autohome Media has engaged in the advertising business outside the PRC for more thanthree years, and is therefore qualified to directly invest in a PRC company providing advertising services in accordance with PRC law. Autohome Media hasestablished subsidiaries in Beijing, Shanghai, Guangzhou, Tianjin, Chengdu and Huai’an. We have migrated our advertising business from GuangzhouAdvertising, Shanghai Advertising, Beijing Shengtuo Autohome Advertising Co., Ltd., or Autohome Advertising, Beijing Shengtuo Chengshi AdvertisingCo., Ltd., or Chengshi Advertising, to the subsidiaries of Autohome Media in 2015.In December 2013, we completed our initial public offering of 8,993,000 ADSs, representing 8,993,000 Class A ordinary shares, and our ADSs werelisted on the NYSE under the symbol “ATHM.” In November 2014, we completed a public offering, or the 2014 Offering, in which we offered and sold2,424,801 ADSs, and our then selling shareholders sold 7,220,858 ADSs, representing 2,424,801 Class A ordinary shares and 7,220,858 Class A ordinaryshares, respectively.In June 2015, we established a strategic joint venture with HappiGo Home Shopping Co, a leading TV shopping business in China, to build a full-service auto sales platform. We invested RMB49 million into the joint venture, accounting for 49% of the shareholding.In September 2015, we established a joint venture, the Financing JV, with three companies unaffiliated with us. We invested a full payment ofRMB75 million into the Financing JV for a 25% equity interests of the Financing JV. The Financing JV provides auto financing to car buyers and facilitatethe transaction process. In December 2015, we established a wholly owned subsidiary, Beijing Chezhiying Software Co., Ltd. in Beijing, China.In April 2016, we established a majority owned subsidiary, Beijing Haochezhijia E-commerce Co., Ltd., as a joint venture with Beijing HaoduohaocheInformation Technology Co., Ltd., a company unaffiliated with us, which is engaged in automobile transaction-related business. We own a 75% equityinterests in Beijing Haochezhijia E-Commerce Co., Ltd.. In September 2016, we established Chengdu Prbrownies Software Co., Ltd. and Huai’an PrbrowniesSoftware Co., Ltd., both of which principally provides dealer subscription services.On June 22, 2016, Telstra Holdings, our then largest shareholder and a wholly owned subsidiary of Telstra Corporation Limited, completed the sale ofapproximately 47.4% of our total issued and outstanding shares to Yun Chen Capital Cayman, or Yun Chen, for a consideration of US$1.6 billion. OnFebruary 22, 2017, Yun Chen acquired the Telstra Holdings’ remaining equity interests in the Company. As of April 7, 2017, Yun Chen owned 53.3% of ourtotal issued and outstanding shares. Since June 22, 2016, our largest shareholder is Yun Chen, a wholly owned subsidiary of Ping An Group, a financialservices group with three core businesses of insurance, banking and investment and whose ordinary shares are listed on the Hong Kong Stock Exchange andthe Shanghai Stock Exchange.Our principal executive offices are located at 10th Floor Tower B, CEC Plaza, 3 Dan Ling Street, Haidian District, Beijing 100080, the People’sRepublic of China. Our telephone number at this address is +86 (10) 5985 7001. Our registered office in the Cayman Islands is located at 2nd Floor HarbourCenter 42 North Church Street George Town, Grand Cayman, Cayman Islands. Our agent for service of process in the United States is Law DebentureCorporate Services Inc., 400 Madison Avenue, 4th Floor, New York, New York 10017. 37Table of ContentsSee “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital Expenditures” for a discussion of ourcapital expenditures and divestitures. B.Business OverviewOverviewWe are the leading online destination for automobile consumers in China. Through our two websites, autohome.com.cn and che168.com, accessiblethrough PCs and mobile devices and our mobile applications, we deliver comprehensive, independent and interactive content to automobile buyers andowners. We have developed a strong and well-recognized brand. Our (“Autohome”) brand has been the most searched automotive-relatedkeyword during substantially the entire period since July 2011 on Baidu.com, the leading Chinese language internet search engine. We have begun toimplement four key market segments, namely auto-media, auto-ecommerce, auto-finance and auto-lifestyle into our consumer-centric automotive ecosystem,and transform us from a content-led vertical media business to an automotive eco-platform based on advanced data and technology.Since our inception, the media business is our core competency. Our ability to reach a large and engaged user base of automobile consumers has madeus a preferred platform for automakers and automobile dealers to conduct their advertising and marketing campaigns. We have a high penetration rate in theautomaker market, we provided our media services to 85, 87 and 95 automakers operating in China in each of 2014, 2015 and 2016, respectively. We believeour focus on user experience, innovation and high-quality content distinguishes us from our competitors and is the foundation for our long-term success. Ouroriginal generated content, professionally generated content, user generated content, comprehensive automobile library and extensive automobile listinginformation have attracted a large and engaged user base. This, in turn, represents a highly relevant audience that is receptive to automotive advertising. Webelieve that this user base, together with our nationwide advertising platform, targeted advertising solutions and value-added services, has led to our rapidgrowth and has laid the foundation for our continuing success.In addition, we provide subscription services to dealers which allow them to market their inventory and services through our websites and mobileapplications, extending the reach of their physical showrooms to potentially millions of internet users in China and generating sales leads for them. We alsooffer advertising services and other value-added services for individual dealers to complement our leads generation services. Our dealer customers utilize ouradvertising services and leverage our large user base to support their sales and marketing activities.Our online transaction platform, Autohome Mall, is a one-stop platform for users to review automotive-related information, purchase coupons offeredby automakers or dealers for discounts and make purchases to complete the transaction. Leveraging our strength in user traffic and our consumer data analyticcapabilities, we provide direct vehicle sales and commission-based services facilitating transactions through our transaction platform and gradually shift ourfocus to become an asset-light vehicle e-commerce platform. Our online automotive media and transaction platform captures critical stages of the salesfunnel. We aim to address the under-served auto financing market in China, as well as to provide services for the complete consumer automobile ownershiplife cycle for our customers.We have experienced significant revenue growth while maintaining profitability. Our net revenues increased from RMB2,132.9 million in 2014 toRMB3,464.0 million in 2015 and RMB5,961.6 million (US$858.7 million) in 2016, representing a CAGR of 67.2%. Our net income attributable toAutohome Inc. increased from RMB748.7 million in 2014 to RMB990.6 million in 2015 and RMB1,227.9 million (US$176.9 million) in 2016, representinga CAGR of 28.1%. 38Table of ContentsOur Business ModelWe are the leading online destination for automobile consumers in China. Over the past several years, we have developed the largest and most activeonline community of automobile consumers in China. We serve three distinct groups: our large and engaged user base of our websites and mobileapplications, automobile consumers on our transaction platform and customers for our media services, leads generation services and online marketplace thatinclude automakers, dealers and other auto-related products and service providers. Our business model and technology platforms seek to effectively link eachstage of our users’ automobile ownership life cycle with the corresponding stage of our customers’ sales cycle. In 2016, we have initiated a strategic initiativewhich implement the four key market segments, namely auto-media, auto-ecommerce, auto-finance, and auto-lifestyle into our consumer-centric automotiveecosystem and transform us from a content-led vertical media business to an automotive eco-platform based on advanced data and technology.We have built an online automotive media and transaction platform that capture critical stages of the sales funnel, starting from product awareness, topurchase desire initiation and to sales leads generation. To initiate product awareness and purchase desire, we utilize our comprehensive, independent andinteractive content through our websites that are accessible through PCs and mobile devices and on our mobile applications to create strong user traffic anduser engagement and stickiness. As our user traffic grows, we focus on generating sales leads through engaging our users with our promotional activities. Wegenerate revenues from our media services, which mainly include automaker advertising services and regional marketing campaigns conducted by certainautomobile brands’ regional offices, and our leads generation services, which include our dealer subscription services, advertising services sold to individualdealer advertisers and other value-added services. We also launched several promotional initiatives such as “Group Buy” initiative to leverage our broad userbase in our online social community and convert them into higher quality leads for our dealers.Finally we provide a transaction platform for automobile buyers to purchase new vehicles directly from the automakers or used vehicle from sellers onour platform. In June 2014, we launched Autohome Mall, an online transaction platform. Autohome Mall is a one-stop platform for users to reviewautomotive-related information, purchase coupons offered by automakers or dealers for discounts and make purchases to complete the transaction. Wedeveloped a used automobile listing platform underlying our dedicated used car website che168.com, and mobile application, which targets the automobilereplacement stage by allowing both used automobile dealers and individuals to list their used automobiles on our websites and mobile applications. We havecompleted or facilitated successful new and used vehicle transactions on our platform through various sales initiatives and other promotional campaigns. Weconducted several online marketing events on Autohome Mall or offline promotion campaigns with our partners, including the annual “Singles’ Day”campaign which generated quality sales leads for our dealer customers or our transaction business. In addition, we have been leveraging our comprehensiveplatform to capture additional revenue opportunities in connection with the remaining stages of the automobile ownership life cycle, such as auto-financeand auto-lifestyle.Our Technology PlatformOur service offerings for users mainly include our high performance websites and mobile applications, our original, professionally and user generatedcontent and our interactive online community. Our platform is engineered by our big data capability. Our extensive user data originates from our expandinglarge user base, our automotive ecosystem partners and third-party data providers. Through our comprehensive platform, we have access to valuable data ofcustomers’ behaviors and patterns in their automotive lifecycle which allows us to accurately and effectively customize content and commercial offerings.Our accurate and comprehensive user profiling enables us to continuously enhance user experience and improve our ability to attract and retain customers.Our WebsitesOur user-centric approach has successfully attracted the largest user base of automobile consumers in China to our websites. According to the iResearchPublic Data, autohome.com.cn had an average of 7.4 million unique visitors per day in 2016, more than any of our competitors. On average, our users spentapproximately 16.2 minutes per day on autohome.com.cn, approximately twice that of our closest competitor. Our users are significantly more affluent, well-educated and active than the general internet users in China. According to a survey conducted by a third-party research firm in October 2015, or the UserSurvey, the average monthly personal income of our users was RMB9,313, approximately 86% of our users held post-secondary degrees and above, and theaverage age of our users was 30 and most of the users were male, according to the User Survey. We believe we are well-positioned to capture the fast growth ofthe internet penetration in China. Our autohome.com.cn website targets a wide spectrum of automobile consumers with a focus on new automobiles. Tocapitalize on the growing used automobile market in China, we redesigned our che168.com website, which in the past had features and user base similar toour autohome.com.cn website, to focus on used automobiles. The re-designed che168.com website was launched in October 2011. 39Table of ContentsMost of the content on our websites is tagged by vehicle models to facilitate easy user access. We have developed and are continuing to improve ouruser intelligence engine to analyze user browsing behavior and prioritize content that the user is likely to find relevant and interesting. A user who searchesfor or navigates to a page for a specific vehicle model will be provided with links to relevant content such as vehicle specifications, photos and video clips,reviews, competing vehicle models, and listing and promotional information from local dealers. Users can easily compare competing vehicle models andbrands for price and specifications to make informed purchase decisions. In addition, these user behavior data are summarized and analyzed on a regular basisto improve user experience and provide consumer intelligence to our advertisers.To provide a superior experience to our users, we label sponsored content as advertisement to maintain objectivity. We do not allow our advertisers tohave any influence over our content rankings, such as our “Most-Viewed Models,” which are generated solely from data relating to the number of times usersnavigate to the relevant pages. We do not use distracting pop-up advertisements which may adversely affect user experience.Our Mobile Website and ApplicationsFor mobile users, our content can be accessed on our websites and on our mobile applications. We have made significant efforts in recent years tooptimize the mobile version of our websites to display our content and develop and enhance our mobile applications to capture a greater number of users thataccess our services through mobile devices. For example, the number of average daily unique users who access our websites via mobile devices amounted to9.4 million in December 2016. We were among the earliest in our industry in China to introduce both iOS- and Android-based applications to allow users toeasily access our content. As of December 31, 2016, we had eleven iOS-based applications and nine Android-based applications. Our mobile applicationshave generated significant user interest. In 2016, our iOS- and Android-based applications were downloaded approximately 109.2 million times, and thenumber of average daily unique users of our mobile applications amounted to approximately 8.1 million in December 2016. The combined number ofaverage daily unique visitors for our mobile websites and mobile applications in December 2016 grew about 27% year-over-year. Users can convenientlyenjoy features available on our websites from their mobile devices, such as reading articles, checking vehicle prices and model parameters, viewing pictures,and participating in forum discussions. In addition, through our location-based services, our users are able to obtain vehicle pricing information directly fromtheir nearby dealers in approximately 330 cities in China.Our ContentThe foundation of our websites and mobile applications is a large amount of original generated content, professionally generated content and usergenerated content, a comprehensive automobile library and extensive automobile listing and promotional information organized around our automotiveinformation database. In addition, our automotive information database includes a significant amount of user generated content originating from our userforums.Original Generated ContentOur original generated content is created by our dedicated editorial team and includes automobile-related articles and reviews, pricing trends invarious local markets, and photos and video clips. This content covers topics throughout the automobile ownership life cycle, from automobile research,selection and purchase to ownership and maintenance and to eventual replacement. Our review writers obtain first-hand experiences by test-driving manynewly released vehicle models provided by various automakers. Our editorial team at our Beijing headquarters and sales offices located in 78 citiesthroughout China work closely with automakers, dealers and other industry participants to create automobile related articles. Although automakers mayprovide us with sample vehicles to test drive, we review all new automobiles independently, based upon our teams’ experience and from our users’perspective. 40Table of ContentsWe follow well-developed guidelines in creating and publishing content with attention to details, such as the angles of photos, image sizes and thetime between industry events and the relevant article publication. These practices enable us to streamline our editorial process and quickly and efficientlymake national and local content available to our users, while ensuring that we maintain high quality standards and a consistent user experience.Professionally Generated ContentIn 2016, we launched an open content platform, “U+”, to invite the key opinion leaders and influential bloggers or writers in the automotive field tocontribute their high-quality professional review, analysis and insights on automotive-related topics, including vehicle reviews, industry trend, autophotography, maintenance and others. Our diversified professionally generated contents complement our auto-lifestyle business strategy and brings ourusers high-quality articles, photographs, video clips and live streaming.User Generated Content and User ForumOur platform hosts an open and vibrant community of automobile consumers, from first-time buyers to sophisticated automobile enthusiasts. Our usercommunity centers around our discussion forums, which are organized based on vehicle models, cities and regions, and provides users an easy and intuitiveway to access various topics of interest. Registered users utilize our discussion forums to share a wide range of automotive experiences such as drivingexperiences and usage and maintenance tips. Users also frequently provide reviews of automobiles or automotive products and services, post questions andreceive answers from fellow forum members. We continued to enhance user engagement and participation in the content generation and delivery process. Forexample, we expanded our user review platform by allowing users to add or modify their views and insights on a continuous basis. We strive to ensure thecredibility, appeal and usefulness of our forums by identifying verified automobile owners and empowering selected registered users as forum moderators.Our verified automobile owners are registered users whose vehicle ownership has been confirmed through various channels. Our forum moderators aregenerally active registered users with significant forum post counts whom we have identified as being reputable automobile enthusiasts within our onlinecommunity.Our registered users increased by more than 10.9 million in 2016 with 160.0 million additional pieces of user generated content added to our userforums during 2016. As of December 31, 2016, we had over 30.5 million registered users and 909.0 million cumulative posts in our user forums. As our userbase has grown and our user engagement and forum activity has increased, our database of user generated content has expanded, which in turn has attractedmore users. Furthermore, this positive effect on our growing user base has also enhanced the effectiveness of our advertisements and therefore the value of ouradvertising services, allowing us to attract more advertisers and increase revenues from existing advertisers.Automobile Library and ListingWe have one of the most comprehensive automobile libraries within our industry in China with over 29,100 vehicle model configurations andapproximately 3.7 million photos as of December 31, 2016. We believe our automobile library covers all passenger vehicle models released in China since2005. It includes a broad range of specifications covering performance levels, dimensions, powertrains, vehicle bodies, interiors, safety, entertainmentsystems and other unique features, as well as automakers’ suggested retail prices. The scale of content in our automobile library, which we believe wouldrequire significant time, expertise and expense to replicate, makes it a valuable tool for our users in researching both new and used automobiles. Our databasealso includes a large amount of new and used automobile listings and promotional information. With the comprehensive and continuously updated listinginformation, users can conveniently search for up-to-date information of vehicle models without having to visit each individual dealer at their localshowrooms. 41Table of ContentsOur ServicesOur Media ServicesLeveraging our large and rapidly growing user base and utilizing the user intelligence data we have collected, we provide our advertisers with a broadrange of advertising solutions and tools. Our advertisers under media services are comprised primarily of automakers and automobile brands’ regional offices.As millions of consumers visit our websites for automotive information, we have become an increasingly important medium for automakers and automobilebrands’ regional offices to conduct their advertising and marketing campaigns.Automakers typically utilize our advertising services for brand promotion, new model releases and sales promotions. We believe we are well-positioned to provide solutions to meet all of these needs. Our large and growing automobile purchase- and ownership-oriented user base provides a broadreach for automakers’ marketing messages. Our automotive content delivery and advertisement management platform allows us to segment our user base in anumber of different dimensions, including by users’ geographical location and specific automotive interests, and enables us to place advertisements withtargeted audiences likely to be receptive to particular advertising messages.Leveraging our large user base and extensive forum posting data, we provide automakers with more reliable and timely business insights thantraditional customer surveys or other post-sales feedback channels. For instance, we analyze user posts in our forums to evaluate consumer response. Inaddition, we organize various types of offline national or local events for our automaker customers through our online marketing campaigns and user forumactivities to complement our advertising services. For example, we help automakers increase their brand awareness and execute sales promotions byorganizing large-scale test driving activities and for specific vehicle models in multiple cities across China. Users can conveniently participate and interactwith automaker representatives through our forums.In each of 2014, 2015 and 2016, 85, 87 and 95 automakers in China, which include independent Chinese automakers, joint ventures between Chineseand international automakers and international automakers that sell their cars made outside of China, purchased media services from us. As is customary inChina, we sell our advertising services and solutions primarily through third-party advertising agencies that represent the automakers and automobile dealers.We typically enter into individual advertising agreements with the third-party advertising agencies. Although we sell our advertising services and solutionsto third-party advertising agencies, we consider the automakers and automobile dealers, who are the main decision makers as to whether to placeadvertisements on our websites and mobile applications, to be our end-customers. As a result, our sales efforts focus primarily on automakers and automobiledealers. However, through direct contact between our sales team, advertisers and advertising agencies, we are able to maintain good relationships withexisting advertisers and their advertising agencies.Our Lead Generation ServicesOur Dealer Subscription ServicesWe provide subscription services to dealers which allow them to market their inventory and services through our websites and mobile applications,extending the reach of their physical showrooms to potentially millions of internet users in China and generating sales leads for them. Our dealer subscriptionservices are delivered through our dealership information system mainly on a fixed-fee basis, typically for a period of one year. Through the web-basedinterface of our dealership information system, dealers can create online showrooms hosted on our websites and mobile applications and upload and managetheir automobile inventories, pricing and promotional information. Potential automobile purchasers can interact with our dealer subscribers online or throughtoll free numbers provided by us to inquire for more detailed information and schedule test drives. Our dealer subscribers can track all the interactions withtheir customers originating from our websites and mobile applications, analyze the number of sales leads and assess the effectiveness of their marketingactivities. 42Table of ContentsWe continue to develop our dealer subscription services and plan to implement additional services in the future, which we believe will allow us toreach additional dealers by enabling us to offer basic and premium subscriptions at different price levels.Our Advertising Services for Individual Dealers and Other Value-added ServicesWe also offer advertising services and other value-added services for individual dealers to complement our leads generation services. Our dealercustomers utilize our advertising services and leverage our large user base to support their sales and marketing activities. In addition to larger brandpromotion advertising campaigns organized by the automakers or the group dealers, individual dealers utilize our advertising services to further enhancetheir visibility in local community, address local market conditions and promote local events. We also provide other value-added services to dealers. Forexample, we organize “Group Buy” initiatives for individual dealers to take advantage of our large user base online to direct the customers to participate inthe Group Buy events. We facilitate the process and connect our users from online to offline to generate sales leads and transaction for our dealer customers.Our Transaction BusinessE-commerce platform for new vehiclesIn June 2014, we launched Autohome Mall, an online transaction platform. Autohome Mall is a one-stop platform for users to review automotive-related information, purchase coupons offered by automakers or dealers for discounts and make purchases to complete the transaction. In 2015, we began toprovide direct vehicle sales and commission-based services facilitating transactions through our transaction platform. We have completed new vehicletransactions on our platform through various sales initiatives and other promotional campaigns. We conducted several online marketing events on AutohomeMall and offline promotion campaigns with our partners for our transaction business. We also partnered with automakers to sell customized or exclusivemodels of selected vehicles on our platform. In the fourth quarter of 2016, we began to shift our focus to become an asset-light vehicle e-commerce platformand adopted measures to clear our direct sales vehicle inventories. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business andIndustry—If we are unable to grow our transaction business, we may not be able to achieve our expected business growth and our results of operations may beadversely affected.”Used automobile listing & other platform-based servicesWe launched our used automobile listing platform in late 2009. Our used automobile listings services allow dealers and individuals to market theirused automobiles for sale on our websites and mobile applications. Our used automobile listing database has been expanding rapidly. We had approximately7.5 million used automobile listings in our database as of December 31, 2016.In an effort to capitalize on the used automobile market as it matures, in October 2011, we redesigned our che168.com website as a platform dedicatedto used automobiles. The redesigned website features content, listings and interactive functionality similar to our autohome.com.cn website, but focusesprimarily on used automobiles. We also developed a mobile application for our used automobile services. Since 2014, we continued to develop and enhanceour used automobile sales platform and began to provide advertising services, dealer subscription services and other platform-based services in selectedcities.The used automobile market still remains at a nascent stage of development and the revenue generated from our used automobile listing and otherservices, which was included in revenue line under leads generation services, was not significant for the year ended December 31, 2016. 43Table of ContentsTechnology and Product DevelopmentOur technologies and infrastructure are critical to our success. We follow a user-centric strategy for our system architecture and have developed robustand scalable technology platforms with sufficient flexibility to support our rapid growth.A key component of our user-centric strategy is our user intelligence engine which we have developed and are continually enhancing. Our userintelligence engine allows us to rapidly gather user intelligence by analyzing large amounts of data from many sources throughout our content productionsystem. We are able to monitor and analyze user behaviors through their browsing record on our platforms. We can utilize such user intelligence data topersonalize user interfaces, associate and understand the relationship of information from different sources and facilitate interactions among users and variouselements on our websites and mobile applications. It also helps us recommend suitable products, services and user connections to our users. Through our userintelligence engine, we can engage our users more closely by providing them with relevant content throughout their automotive lifecycle. We are also able toprovide precision marketing services to our automakers, dealers and other automotive-related customers so that they can accurately deliver relevantadvertisements to targeted users who are more receptive to such marketing information.We provide automobile consumers trend analysis services for our automaker and dealer customers that help them analyze data in specific geographicmarkets such as consumer purchasing behavior characteristics and their brand strength in comparison to that of their competitors. We believe the consumerintelligence gathered from our large user base reflects the current automotive market trends in China and provides excellent market insight to our automakerand dealer customers.We invested heavily in mobile technologies and were among the earliest in our industry in China to introduce a mobile version of our websites andboth Apple iOS- and Android-based applications to allow our users to easily access our content. We have built up a team of research and developmentpersonnel to focus exclusively on the development and enhancement of our mobile websites and applications and to explore new business models andopportunities through mobile technology. We plan to continue to leverage our mobile technology to enhance the functions and user interface of our mobileapplications for Apple iOS and Android platforms focusing on convenience, real-time interaction and location based services.We had an experienced product development team of 1,379 engineers as of December 31, 2016. Our past innovation has focused on helping usersresearch, select and purchase suitable vehicles through our websites. We plan to develop additional products and services for our mobile applications andmedia-related technology and enhance our big data analysis capabilities and augmented reality related technologies.Sales and MarketingOur nationwide in-house team of sales representatives sells our services to automakers and dealers. As of December 31, 2016, we had 1,775 sales andmarketing representatives operating our physical sales office network spanning 78 cities across China and visiting customers in an additional 126 satellitecities, a significant increase from December 31, 2009, when we had physical sales offices in 17 cities. We have a prudent expansion plan and we typicallyonly open new physical sales offices in a city after we have already established a sufficient customer base in the area. In cities where we do not yet have acustomer base, we provide sales coverage by telephone. Our Beijing-based telephone sales team provided sales coverage to the cities in which we did nothave physical sales offices. Our sales team also provides ongoing customer support to advertisers and dealer subscribers. In the past years, we havesuccessfully expanded our market presence in the first- and second-tier cities in China. We plan to continue to expand our sales and marketing efforts intothird- and fourth-tier cities to further capture the opportunities for automobile sales growth in those markets.Our sales team is equipped with specialized automotive industry knowledge and expertise, understands our customers’ needs and is trained to helpthem develop their advertising strategies. Salespeople work directly with our advertisers and advertising agencies that represent advertisers. Our sales teamalso maintains close relationships with our dealer customers by, among other things, providing continuing training, support and ongoing customer service forour dealer subscriptions services and other value-added services. Our sales team for transaction business is in charge of customer services and maintains ourrelationships with automakers, our dealership partners, and business development personnel. 44Table of ContentsCompensation for our salespeople includes a base salary and incentives based on the sales revenues they generate. We provide regular in-house andexternal education and training to our salespeople to help them provide current and prospective customers with information on, and the advantages of using,our services. We believe that our performance-linked compensation structure and career-oriented training help to retain and motivate our salespeople.We believe brand recognition is important to our ability to attract users. We focus our sales and marketing efforts through search engines, navigationwebsites and mobile platforms to retain and strengthen our leading position in terms of user reach. For example, we cooperate with application stores andmobile browsers to promote our mobile applications and our websites. We also conduct online marketing events on Autohome Mall or offline promotioncampaigns with our partners, including the annual “Singles’ Day” campaign which generated quality sales leads for our dealer customers or our transactionbusiness.Intellectual PropertyOur intellectual property includes trademarks and trademark applications related to our brands and services, software copyrights, trade secrets and otherintellectual property rights and licenses. We seek to protect our intellectual property assets and brands through a combination of trademark, patent, copyrightand trade secret protection laws in the PRC and other jurisdictions, as well as through confidentiality agreements and other measures.We hold and (both mean “auto home” in English) and “AUTOHOME®” trademarks in China. In addition, as at December 31,2016, we held 110 pending trademark applications and 129 registered trademarks in China. As at the same date, we had 55 registered domain names,including our main website domain names, autohome.com.cn and che168.com, 103 pending patent applications, and 51 registered patents. We had 189computer software copyrights as of December 31, 2016.CompetitionWith respect to our advertising services, we face competition from China’s automotive vertical websites and mobile applications, such as Xcar, PCautoand BitAuto, from the automotive channels of major internet portals, such as Sina and Sohu, and from companies engaged in online, mobile social media,news, video and live-streaming applications. We may also face competition from companies engaged in the online automobile transaction business, such asAlibaba, JD and BitAuto, as we develop our automobile online marketplace. In addition, we also face competition from other online used-automobileplatforms, such as 51auto, Youxinpai, Guazi and Renrenche and companies engaged in social media business, such as Jinri Toutiao and Tencent.Competition with these and other websites and mobile applications is primarily centered on increasing user reach, user engagement and brand recognition,relationships with the suppliers, and attracting and retaining advertisers or customers, among other factors. Competition will be centered on factors similar tothose affecting our current media services and leads generation services, primarily centered on increasing user reach, user engagement and brand recognition,relationships with the suppliers, and attracting and retaining advertisers or customers, among other factors. For our transaction business, as online automobiletransaction is a relatively new business model and consumers in China might be accustomed to make automobile purchases with traditional dealerships, wecannot guarantee that the automobile consumers in China will accept such business model. See “Item 3. Key Information—D. Risk Factors—Risks Related toOur Business and Industry—We face significant competition, and if we fail to compete effectively, we may lose market share and our business, prospects andresults of operations may be materially and adversely affected.” 45Table of ContentsSeasonalityOur quarterly revenues and other operating results have fluctuated in the past and may continue to fluctuate depending upon a number of factors, manyof which are beyond our control. Our business experiences seasonal variations in association with the demand for automobiles in China. For example, the firstquarter of each year generally contributes the lowest portion of our annual net revenues primarily due to a slowdown in business activity around and duringthe Chinese New Year holiday, which occurs during the period. Consequently, our results of operations may fluctuate from quarter to quarter. As each of ourbusiness lines may have different seasonality factors and the mix of our revenue source may shift from year to year, our past performance may not beindicative of future trends. See also “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Our business is subject tofluctuations, which makes our results of operations difficult to predict and may cause our quarterly results of operations to fall short of expectations.”Legal ProceedingsFrom time to time, we may be subject to various claims and legal actions that arise in the ordinary course of our business. There are currently no legalproceedings that, in the opinion of our management, may have a material adverse effect on our business and results of operations.Disclosure of Iran-related Activities under Section 13(r) of the Securities Exchange Act of 1934Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Securities Exchange Act of 1934, asamended, or the Exchange Act. Section 13(r) requires an issuer to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliatesknowingly engaged in certain activities, transactions or dealings relating to Iran or with designated natural persons or entities involved in terrorism or theproliferation of weapons of mass destruction. Disclosure is required even where the activities, transactions or dealings are conducted outside the United Statesby non-U.S. affiliates in compliance with applicable law, whether or not the activities are sanctionable under U.S. law.As of the date of this report, we are not aware of any activity, transaction or dealing by us or any of our affiliates for the year ended December 31, 2016that requires disclosure in this report under Section 13(r) of the Exchange Act, except as set forth below with respect to our affiliate, Telstra CorporationLimited, or Telstra.Telstra has informed us that it is party to roaming, interconnection and wholesale voice agreements with the following telecommunication providers inIran, some of which may be government-controlled entities: Mobile Company of Iran, Rafsanjan Industrial Complex Islamic Cooperative Company (alsoknown as Taliya) and Telecommunication Infrastructure Company of Iran. These agreements provide Telstra’s customers with service in areas where Telstradoes not own networks and our counterparties’ customers with service on Telstra’s networks. As Telstra’s fiscal year ends on June 30, Telstra does notnormally prepare gross revenue or net profit on the basis of a year ended on December 31. Further, Telstra does not allocate costs on anagreement-by-agreement or country-by-country basis and therefore does not normally calculate a profit measure on such bases. However, for the year endedDecember 31, 2016, gross revenues generated by roaming, interconnection and wholesale voice agreements with Iranian entities are estimated to be less thanA$1,258,850 (US$910,149) and gross expenses are estimated to be less than A$1,767,413 (US$1,277,840), in this connection. In addition, Telstra providestelecommunications services in the ordinary course of business to the Embassy of the Islamic Republic of Iran in Australia. Gross revenues and net profitsgenerated by these services are estimated to be less than A$40,000 (US$28,920) for the year ended December 31, 2016.We understand that Telstra intends to continue these activities.The financial data in this section has been translated from Australian dollars into U.S. dollars using the noon buying rate for December 30, 2016 ofA$1.00=US$0.7230.PRC RegulationThis section summarizes the principal PRC laws and regulations relevant to our business and operations. 46Table of ContentsRegulations on Value-Added Telecommunications ServicesOn September 25, 2000, the State Council promulgated the Telecommunications Regulations, or the Telecom Regulations, which draw a distinctionbetween “basic telecommunication services” and “value-added telecommunication services.” The Telecommunications Regulations were subsequentlyrevised on July 29, 2014 and on February 6, 2016. On December 25, 2015, the MIIT published the Classification Catalogue of Telecommunications Services(the 2015 Catalogue), which took effect on March 1, 2016. The first catalogue was published in September 2000 and was subsequently amended in 2001 and2003, respectively. Under the 2015 Catalogue, “value-added telecommunication services” was further classified into two sub-categories and 10 items.Internet content provision services, or ICP services, is under the second subcategory of value-added telecommunications businesses. Under the TelecomRegulations, commercial operators of value-added telecommunications services must first obtain an operating license from the MIIT or its provincial levelcounterparts.On September 25, 2000, the State Council issued the Administrative Measures on Internet Information Services, or the Internet Measures. The measureswere subsequently revised on January 8, 2011. According to the Internet Measures, commercial ICP service operators must obtain an ICP license from therelevant government authorities before engaging in any commercial ICP operations within the PRC.On March 1, 2009, the MIIT promulgated the Administrative Measures on Telecommunications Business Operating License, or the Telecom LicenseMeasures, which took effect on April 10, 2009. The Telecom License Measures set forth the types of licenses required to operate value-addedtelecommunications services and the qualifications and procedures for obtaining such licenses. For example, an ICP operator providing value-added servicesin multiple provinces is required to obtain an inter-regional license, whereas an ICP operator providing the same services in one province is required toobtain a local license.To comply with these PRC laws and regulations, both of our ICP operators, Autohome Information and Shengtuo Hongyuan, hold ICP licenses.Autohome Information also holds a value-added telecommunications business operation license for provision of mobile network information services.Restrictions on Foreign Ownership in Value-Added Telecommunications ServicesAccording to the Provisions on Administration of Foreign Invested Telecommunications Enterprises, or the FITE Provisions, promulgated by the StateCouncil on December 11, 2001 and amended on September 10, 2008 and February 6, 2016, respectively, the ultimate foreign equity ownership in a value-added telecommunications service provider must not exceed 50%. Moreover, for a foreign investor to acquire any equity interest in a value-addedtelecommunication business in China, it must demonstrate a good track record and experience in operating value-added telecommunications services.Foreign investors that meet these requirements must obtain approvals from the MIIT and the Ministry of Commerce or its authorized local branches, and therelevant approval application process usually takes six to nine months.On July 13, 2006, the MIIT issued the Notice of the MIIT on Intensifying the Administration of Foreign Investment in Value-addedTelecommunications Services. This notice prohibits domestic telecommunication service providers from leasing, transferring or selling telecommunicationsbusiness operating licenses to any foreign investor in any form, or providing any resources, sites or facilities to any foreign investor for their illegal operationof a telecommunications business in China. According to this notice, either the holder of a value-added telecommunication business operating license or itsshareholders must legally own the domain names and trademarks used by such license holders in their provision of value-added telecommunication services.The notice further requires each license holder to have the necessary facilities, including servers, for its approved business operations and to maintain suchfacilities in the regions covered by its license. In addition, all value-added telecommunication service providers are required to maintain network and internetsecurity in accordance with the standards set forth in relevant PRC regulations. If a license holder fails to comply with the requirements in the notice and curesuch non-compliance, the MIIT or its local counterparts have the discretion to take measures against such license holders, including revoking their valued-added telecommunication business operating licenses.To comply with these PRC regulations, we operate our websites through our VIEs, Autohome Information and Shengtuo Hongyuan. Each of AutohomeInformation and Shengtuo Hongyuan is currently 50% owned by Min Lu and 50% owned by Haiyun Lei, both of whom are PRC citizens. Both AutohomeInformation and Shengtuo Hongyuan hold ICP licenses. 47Table of ContentsRegulations on Internet Content ServicesThe National People’s Congress has enacted laws with respect to maintaining the security of internet operation and internet content. According tothese laws, as well as the Internet Measures, violators may be subject to penalties, including criminal sanctions, for internet content that: • opposes the fundamental principles stated in the PRC constitution; • compromises national security, divulges state secrets, subverts state power or damages national unity; • harms the dignity or interests of the state; • incites ethnic hatred or racial discrimination or damages inter-ethnic unity; • undermines the PRC’s religious policy or propagates heretical teachings or feudal superstitions; • disseminates rumors, disturbs social order or disrupts social stability; • disseminates obscenity or pornography, encourages gambling, violence, murder or fear or incites the commission of a crime; • insults or slanders a third party or infringes upon the lawful rights and interests of a third party; or • is otherwise prohibited by law or administrative regulations.On February 4, 2015, the China Internet Network Information Center promulgated the Administrative Provisions on Account Names of Internet Users,or the Account Names Provisions, which became effective as of March 1, 2015. The Account Name Provisions require all users of internet information serviceproviders to authenticate their real identity information for registration of accounts and to commit to complying with the “seven basic requirements,”including observing the laws and regulations, upholding the socialist regime, protecting state interests and, among other requirements, ensuring theauthenticity of any information they provide. Relevant internet information service providers are responsible for the protection of users’ privacy, consistencyof user information, such as account names, avatars, the requirements contemplated in the Account Names Provisions, making reports to the competentauthorities regarding any violation of the Account Names Provisions, and taking appropriate measures to stop any such violations, such as notifying the userto make corrections within a specified time and suspending or closing accounts in the event of continuing non-compliance.ICP operators are required to monitor their websites. They may not post or disseminate any content that falls within these prohibited categories andmust remove any such content from their websites. The PRC government may shut down the websites of ICP license holders that violate any of the above-mentioned content restrictions, order them to suspend their operations, or revoke their ICP licenses. These laws and regulations apply to the websites andmobile applications we operate through our VIEs.Regulations on Internet PrivacyIn recent years, PRC government authorities have enacted legislation on internet use to protect personal information from any unauthorized disclosure.The PRC law does not prohibit ICP operators from collecting and using personal information from their users with the users’ consent. However, the InternetMeasures prohibit an ICP operator from insulting or slandering a third party or infringing the lawful rights and interests of a third party. The regulationsfurther authorize the relevant telecommunications authorities to order ICP operators to rectify unauthorized disclosure. ICP operators are subject to legalliability if the unauthorized disclosure results in damages or losses to users. The PRC government, however, has the power and authority to order ICPoperators to turn over personal information if an internet user posts any prohibited content or engages in illegal activities on the internet. On December 29,2011, the MIIT promulgated the Several Provisions on Regulating the Market Order of Internet Information Services, effective as of March 15, 2012. Itstipulates that ICP operators may not, without a user’s consent, collect the user’s information that can be used alone or in combination with other informationto identify the user and may not provide any such information to third parties without the user’s prior consent. ICP operators may only collect users’ personalinformation that is necessary to provide their services and must expressly inform the users of the method, content and purpose of the collection and use ofsuch personal information. In addition, an ICP operator may only use users’ personal information for the stated purposes under the ICP operator’s scope ofservice. ICP operators are also required to ensure the proper security of users’ personal information, and take immediate remedial measures if users’ personalinformation is suspected to have been inappropriately disclosed. If the consequences of any such disclosure are expected to be serious, ICP operators mustimmediately report the incident to the telecommunications regulatory authority and cooperate with the authorities in their investigations. 48Table of ContentsOn December 28, 2012, the Standing Committee of the National People’s Congress of the PRC issued the Decision on Strengthening the Protection ofOnline Information. Most requirements under this decision relevant to ICP operators are consistent with the requirements already established under the MIITprovisions discussed above, but are often stricter and broader. Under this decision, ICP operators are required to take such technical and other measuresnecessary to safeguard information against inappropriate disclosure. To further implement this decision and relevant rules, MIIT issued the Regulation ofProtection of Telecommunication and Internet User Information on July 16, 2013, which became effective on September 1, 2013.To comply with these laws and regulations, we require our users to accept a user terms of service whereby they agree to provide certain personalinformation to us, and have established information security systems to protect users’ privacy.Regulations on AdvertisementsThe PRC government regulates advertising, including online advertising, principally through the SAIC, although there is no PRC law or regulation atthe national level that specifically regulates the online advertising business. Prior to November 30, 2004, in order to conduct any advertising business, anenterprise was required to hold an operating license for advertising in addition to a relevant business license. On November 30, 2004, the SAIC issued theAdministrative Rules for Advertising Operation Licenses, effective as of January 1, 2005, which was replaced by Administrative Provisions on AdvertisingRegistration issued on November 1, 2016 and took effect on December 1, 2016. The advertisement operation entities are restricted to radio stations, TVstations and newspaper and periodical publishers and the Advertising Operation License was cancelled. Therefore, our subsidiaries and VIEs are not requiredto hold an advertising operation license.Before we acquired Autohome Media (formerly known as Prbrownies Marketing Limited) in October 2013, we conducted our advertising businessthrough two subsidiaries of Autohome Information, namely Autohome Advertising and Chengshi Advertising, Shanghai Advertising and GuangzhouAdvertising due to the previous restrictions on foreign investors holding direct equity interests in PRC advertising companies. In October 2013, AutohomeHK acquired Autohome Media, a Hong Kong advertising and marketing company. Autohome Media has established subsidiaries in Beijing, Shanghai,Guangzhou, Tianjin, Chengdu and Huai’an. We have migrated our advertising business from Autohome Advertising, Chengshi Advertising, ShanghaiAdvertising and Guangzhou Advertising, to the subsidiaries of Autohome Media in 2015.Advertisers, advertising operators and advertising distributors are required by PRC advertising laws and regulations to ensure that the content of theadvertisements they produce or distribute are true and in full compliance with applicable laws and regulations. In addition, where a special governmentreview is required for certain categories of advertisements before publishing, the advertisers, advertising operators and advertising distributors are obligatedto confirm that such review has been duly performed and that the relevant approval has been obtained. Violation of these regulations may result in penalties,including fines, confiscation of advertising income, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting themisleading information. In circumstances involving serious violations, the SAIC or its local branches may order the violator to terminate its advertisingoperation or even revoke its business license. Furthermore, advertisers, advertising operators or advertising distributors may be subject to civil liabilities ifthey infringe on the legal rights and interests of third parties. 49Table of ContentsOn April 24, 2015, the Standing Committee of the National People’s Congress issued the PRC Advertising Law or the Advertising Law, which cameinto effect on September 1, 2015. The Advertising Law applies to all advertising activities conducted via the internet. The Advertising Law requires thatusers must be able to close online pop-up ads with one click. Moreover, internet service providers are obligated to cease publishing any advertisements thatthey know or should know are illegal. Violation of these regulations may result in penalties, including fines, confiscation of the advertising incomes,termination of advertising operations and even suspension of the provider’s business license.On July 4, 2016, the SAIC issued the Interim Measures for the Administration of Internet Advertising or the Internet Advertising Measures, which cameinto effect as of September 1, 2016. All advertising activities by means of the internet are governed by the Advertising Law and the Internet AdvertisingMeasures. Pursuant to the Internet Advertising Measures, the term “Internet Advertisement” shall mean commercial advertisement that promote commoditiesor services, directly or indirectly, via Internet media such as websites, webpages and internet application programs in the form of texts, pictures, audios,videos or other forms, including the advertisement containing a web link or links, e-mail advertisement, paid search advertisement, and advertisementcontained in commercial presentations that promote commodities or services, etc. The Internet Advertising Measures requires that an internet advertisementshall be identifiable and clearly identified as an “advertisement” so that users will tell it is an advertisement, and the following activities shall be prohibited:(i) providing or using any application programs or hardware to intercept, filter, cover, fast forward or otherwise restrict any authorized advertisement of otherpersons; (ii) using network pathways, network equipment or applications to disrupt the normal data transmission of advertisements, alter or block authorizedadvertisements of other persons or load advertisements without authorization; or (iii) using false statistical data, transmission effect or internet medium valueto induce incorrect quotations, seek undue interests or damage the interests of other persons.Pursuant to the Internet Advertising Measures, the punishments on illegal acts shall be administered by the local administrative authority for industryand commerce (“AIC”) in the place where the advertisement publisher is located. However, if an advertiser or advertising agent who violates the AdvertisingLaw or the Internet Advertising Measures is outside the jurisdiction of the local AIC of the advertisement publisher, such case may be referred to the localAIC where the advertiser or advertising agent is located; in the event that the local AIC in the place where the advertiser or advertising agent is located hasdiscovered any clues or received complaints or reports about such illegal acts, they may also exercise the administration. For any illegal advertisementspublished by advertisers themselves, such case shall be administered by the local AIC where the advertisers are located.To comply with these laws and regulations, we include clauses in our advertising contracts requiring that all advertising content provided byadvertisers must comply with relevant laws and regulations. Prior to website posting, our staff reviews advertising materials to ensure there is no violent,pornographic or any other improper content, and will request the advertiser to provide government approval if the advertisement is subject to specialgovernment review.Regulations on Broadcasting Audio/Video Programs through the InternetOn July 6, 2004, the SARFT promulgated the Rules for the Administration of Broadcasting of Audio/Video Programs through the Internet and OtherInformation Networks, or the A/V Broadcasting Rules, which were replaced by Provisions on the Administration of Private Network and TargetedCommunication Audio-visual Program Services which took effect on June 1, 2016. For an entity that engages in content delivery, integrated broadcastcontrol, transmission distribution and other private network and targeted communication to send audio-visual program services, the “information networktransmission audio-visual program permit” is required.On April 13, 2005, the State Council announced Several Decisions on Investment by Non-state-owned Companies in Culture-related Business inChina. These decisions encourage and support non-state-owned companies to enter certain culture-related business in China, subject to restrictions andprohibitions for investment in audio/video broadcasting, website news and certain other businesses by non-state-owned companies. These decisionsauthorize the SARFT, the Ministry of Culture and the General Administration of Press and Publication to adopt detailed implementation rules according tothese decisions. 50Table of ContentsOn December 20, 2007, the SARFT and the MIIT jointly issued the Rules for the Administration of Internet Audio and Video Program Services,commonly known as Circular 56, which came into effect as of January 31, 2008 and was amended in August, 2015. Circular 56 reiterates the requirement setforth in the A/V Broadcasting Rules that online audio/video service providers must obtain an “internet audio/video program transmission license” from theSARFT. Furthermore, Circular 56 requires all online audio/video service providers to be either wholly state-owned or state-controlled companies. Accordingto relevant official answers to press questions published on the SARFT’s website dated February 3, 2008, officials from the SARFT and the MIIT clarified thatonline audio/video service providers that already had been operating lawfully prior to the issuance of Circular 56 may re-register and continue to operatewithout becoming state-owned or controlled, provided that such providers have not engaged in any unlawful activities. This exemption will not be grantedto online audio/video service providers established after Circular 56 was issued. These policies have been reflected in the Application Procedure forAudio/Video Program Transmission License. Failure to obtain the internet audio/video program transmission license may subject an online audio/videoservice provider to various penalties, including fines of up to RMB30,000, seizure of related equipment and servers used primarily for such activities andeven suspension of its online audio/video services.To comply with these laws and regulations, Autohome Information obtained an internet audio/video program transmission license on February 9,2010, for automotive-industry-information-related audio/video programs posted on our autohome.com.cn website and relevant mobile applications.Regulations on Producing Audio/Video ProgramsOn July 19, 2004, the SARFT promulgated the Administrative Measures on the Production and Operation of Radio and Television Programs, effectiveas of August 20, 2004. On August 28, 2015, State Press and Publication of the General Administration of Radio and Television Decree No.3 was issued toamend some provisions of the aforesaid Measures. These Measures provide that anyone who wishes to produce or operate radio or television programs mustfirst obtain an operating permit. Applicants for this permit must meet several criteria. And Autohome Information and Shengtuo Hongyuan hold operatinglicenses for the production and dissemination of radio and television programs for special topic programs, cartoons and television variety shows.Regulations on Internet Mapping ServicesAccording to the amended Notice on Printing and Distributing Regulations on the Management of Surveying and Mapping Qualification and Standardof Surveying and Mapping Qualification Classification issued by the National Administration of Surveying, Mapping and Geoinformation, or NASMG, inJuly 2014, an entity providing internet mapping services shall apply for the Surveying and Mapping Qualification Certificate for Surveying and Mapping,and perform within the scope of the certificate. According to these rules, certain conditions and requirements, such as the number of technical personnel andmap security verification personnel, security facilities and approval from relevant provincial or national government on the service provider’s securitysystem, qualification management and filings management, are necessary for an entity applying for a Surveying and Mapping Qualification Certificate.Pursuant to the Notice on Further Strengthening the Administration of Internet Map Services Qualification issued by the NASMG in December 2011, anyentity that has not yet applied for a surveying qualification certificate for internet mapping services is prohibited from providing any internet mappingservices.On November 26, 2015, the State Council enacted the Administrative Regulations on Maps, or the Maps Regulations, effective as of January 1, 2016.The Maps Regulations requires entities engaging in internet mapping services, such as geographic positioning, the uploading of geographic information ormarkings, and the development of a public map database, to obtain a relevant qualification certificate for surveying and mapping. The Maps Regulationsrequire entities engaging in online map services to use mapping data approved by the relevant governmental authorities, host servers storing map data withinthe PRC, and establish a management system as well as protection measures for the data security of the online maps. The mapping data must not contain anycontent prohibited by the Maps Regulations, and no entities or individuals are allowed to upload or mark such prohibited content online. Further, entitiesengaging in internet mapping services shall keep confidential any information involving state secrets and trade secrets acquired during their work.We have provided maps on our websites and mobile applications for the convenience of our users to locate certain services providers. Both AutohomeInformation and Shengtuo Hongyuan hold the Surveying and Mapping Qualification Certificate for internet mapping. 51Table of ContentsRegulations on Online Cultural ServicesOn February 17, 2011, the Ministry of Culture promulgated the Internet Culture Administration Tentative Measures, or the Internet Culture Measures,which became effective on April 1, 2011 and replaced the original measures promulgated in 2003 and amended in 2004. The Internet Culture Measuresrequire ICP operators engaged in “internet culture activities” to obtain an internet cultural operating license from the provincial administration of culture.The term “internet culture activities” includes, among other things, online dissemination of internet cultural products (such as audio-video products, gamingproducts, performances of plays or programs, works of art and cartoons) and the production, reproduction, importation, publication and broadcasting ofinternet cultural products.Autohome Information has applied for and obtained an internet culture operating license in January 2013, and we have renewed our license to include“use of information network to operate music entertainment products, game products, performance drama (section), performance”.Regulations on Internet PublishingThe Administrative Provisions on Online Publishing Services, or the Online Publishing Provisions, was jointly issued by the MIIT and the StateGeneral Administration of Press, Publication, Radio, Film and Television in 2016, and came into effect on March 10, 2016. The Online Publishing Provisionsdefine “online publishing services” as providing online publications to the public through information networks. Any online publishing services provided inthe territory of the PRC are subject to these provisions. The Online Publishing Provisions requires any internet publishing services provider to obtain anonline publishing service license to engage in online publishing services. Under the Online Publishing Provisions, online publications refers to digital workswhich have publishing features such as digital work that have been edited, produced or processed and which are made available to the public throughinformation networks, including written works, pictures, maps, games, cartoons, audio/video reading materials and other methods. Any online game shallobtain approval from SAPPRFT before it is launched online. Furthermore, Sino-foreign equity joint ventures, Sino-foreign cooperative joint ventures andwholly foreign-owned enterprises cannot engage in providing web publishing services.Based on a consultation we had with the local press and publication administration authority, we believe we are not required to obtain the internetpublishing license as the activities we engage in on our websites and mobile applications do not constitute “internet publishing activities,” as such term isused in the Online Publishing Provisions. We are also not aware of companies with an operation similar to ours that have obtained or been required to obtainthe internet publishing license. As a result, both Autohome Information and Shengtuo Hongyuan have not applied for such internet publishing approval.However, in the event that our activities are deemed to be “internet publishing,” we may be required to obtain approval from GAPP. If we are deemed to be inbreach of relevant internet publishing regulations, the PRC regulatory authorities may seize the related equipment and servers used primarily for suchactivities and confiscate any revenues generated from such activities. In addition, relevant PRC authorities may also impose a fine of five to ten times of anyrevenues exceeding RMB10,000 or a fine of not more than RMB50,000 if such related revenues are below RMB10,000.Regulations on Internet News Information ServiceIn September 2005, the State Council Information Office, or SIIO, and the Ministry of Industry and Information Technology jointly issued theProvisions for the Administration of Internet News Information Services, or Internet News Provision. Internet news information services shall include thepublishing of news via the internet, provision of electronic bulletin services on current and political events and transmission of information on current andpolitical events to the public. Under the Internet News Provision, internet news service providers shall also include entities that are not established by thepress but reproduce internet news from other sources, provide electronic bulletin services on current and political events, and transmit such information to thepublic. The Information Office of the State Council shall be in charge of the supervision and administration of the internet news information servicesthroughout China. The counterparts of the Information Office of the State Council at the provincial level shall take charge of the supervision andadministration of the internet news information services within their own jurisdiction. The SIIO circulated a revised draft of the Administrative Regulationsfor Internet News Information Services to solicit public comments on January 11, 2016. 52Table of ContentsIf we release information that may be deemed by authorities as internet news, we may be required to obtain the internet news information servicelicense. However, we have consulted the relevant government authorities and have been informed that we would not be required to obtain the internet newsreleasing license because the internet news posted on our websites and mobile applications is only automotive industry related news which is not political innature or related to macroeconomics. However, if any of the internet news posted on our websites and mobile applications is deemed by the government to bepolitical in nature, related to macroeconomics, or otherwise requires such license based on the sole discretion of the government authority, we would need toapply for such license. If we are deemed to be in breach of the Internet News Provision or other relevant internet news releasing regulations, the PRCregulatory authorities may suspend our information release activities and impose a fine exceeding RMB10,000 but not more than RMB30,000. In seriouscases, the PRC regulatory authorities may even suspend the internet service or internet access.Regulations on Business Activities of Online Performances and Online Live-streaming ServicesOn December 2, 2016, the Ministry of Culture issued the Administrative Measures for Business Activities of Online Performances, which took effect onJanuary 1, 2017. Under the Measures, an operator of online performances conducting the business activities of online performances shall apply for NetworkCulture Operation License with the competent provincial administrative cultural department, and the business scope indicated on the License shall clearlyinclude online performances. An operator of online performances undertakes the primary responsibility for the business activities of online performancesconducted by itself, and shall establish and perfect a content review and management system, arrange reviewers meeting self-review demands and havingcorresponding qualifications, and establish technical supervision measures adaptable to content management in accordance with the Interim AdministrativeProvisions on Internet Culture and the Administrative Measures for Content Self-review of Network Culture Operators.The Provisions on the Administration of Online Live-streaming Services was issued by the State Internet Information Office on November 4, 2016 andwas effective on December 1, 2016. Under the Provisions, those who provide online live-streaming services through online performances, internet video andaudio programs, and so forth, shall obtain relevant qualifications as required by laws and regulations. Online live-streaming service providers shall carry outentity responsibilities, equip professionals comparable to the service scale, and improve systems for information review, information security management,duty patrols, emergency response, and technical guarantee. And online live-streaming service providers shall establish platforms for reviewing live-streamingcontent. Online live-streaming service providers and online live-streaming publishers that provide internet news information services without licenses, orexceeding the scope of their licenses, are subject to punishment. And for other violations of these Provisions are subject to punishment by the national andlocal Internet information offices in accordance with law; if a crime is constituted, criminal liability shall be investigated in accordance with law. Violationsof the relevant laws and provisions in providing online live-streaming services through Internet performances, online audio and visual programs and so forth,are subject to punishment by the relevant departments in accordance with law.Regulations on E-commerceChina’s e-commerce industry is at an early stage of development and there are few PRC laws or regulations specifically regulating the e-commerceindustry. In January 2014, the SAIC promulgated the Administrative Measures for Online Trading, which strengthen the protection of consumers and imposestringent requirements and obligations on online business operators and third-party online marketplace operators. Online business operators and third-partyonline marketplace operators are prohibited from collecting any information on consumers and business operators or disclosing, selling or providing anysuch information to any third party, or sending commercial electronic messages to consumers without their consent. Fictitious transactions, deletion ofadverse comments and technical attacks on competitors’ websites are prohibited as well. In addition, third-party online marketplace operators are required toexamine and verify the identifications of the online business operators and set up and retain relevant records for at least two years. Moreover, any third-partyonline marketplace operator that simultaneously engages in online trading for products and services should clearly distinguish itself from other onlinebusiness operators on the marketplace platform. For an entity or individual that has been registered with the AIC and obtained a business license, if it engagesin online commodity trading and related services, it shall disclose the information indicated in its business license or an electronic linkage identifier of itsbusiness license at a notable position of the homepage of its website or the web-page where it conduct its business activities. We are subject to these measuresas a result of our online platform services. 53Table of ContentsForeign investors were not allowed to own more than 50% of the equity interests in e-commerce companies which is a subcategory of value-addedtelecommunication services, and any such foreign investor must have experience in providing value-added telecommunications services overseas andmaintain a good track record, except for foreign investors in China (Shanghai) Pilot Free Trade Zone, subject to certain conditions. The NDRC and theMinistry of Commerce jointly issued the Catalogue for the Guidance of Foreign Investment Industries in March 2015, or the Catalogue, which further relaxesmarket access through regulatory reforms such as allowing foreign investors to have complete ownership of equity interests in e-commerce businesses. TheCatalogue took effect on April 10, 2015.Currently, we primarily engage in the E-commerce business of automobiles through Autohome (Tianjin) Automobile Sales Co., Ltd. and BeijingHaochezhijia E-commerce Co., Ltd., two subsidiaries of the Company.Regulations on Mobile Internet ApplicationsOn June 28, 2016, Cyberspace Administration of China promulgated the Administrative Provisions on Mobile Internet Applications InformationServices, or the Mobile Application Administrative Provisions, which came into force as of August 1, 2016. According to the Mobile ApplicationAdministrative Provisions, mobile internet application refers to application software that runs on mobile smart devices providing information services afterbeing pre-installed, downloaded or embedded through other means. Mobile internet application providers refer to the owners or operators of mobile internetapplications. Internet application stores refer to platforms which provide services related to online browsing, searching and downloading of applicationsoftware and releasing of development tools and products through the internet.Pursuant to the Mobile Application Administrative Provisions, an internet application program provider must verify a user’s mobile phone number andother identity information under the principle of mandatory real name registration at the back-office end and voluntary real name display at the front-officeend. An internet application provider must not enable functions that can collect a user’s geographical location information, access user’s contact list, activatethe camera or recorder of the user’s mobile smart device or other functions irrelevant to its services, nor is it allowed to conduct bundle installations ofirrelevant application programs, unless it has clearly indicated to the user and obtained the user’s consent on such functions and application programs. Inrespect of an internet application store service provider, the Mobile Application Administrative Provisions requires that, among others, it must file a recordwith the local authority within 30 days after it rolls out the internet application store service online. It must also examine the authenticity, security andlegality of internet application providers on its platform, establish a system to monitor application providers’ credit and file a record of such information withrelevant governmental authorities. If an application provider violates the regulations, the internet application store service provider must take measures tostop the violations, including warning, suspension of release, withdrawal of the application from the platform, keeping a record and reporting the incident tothe relevant governmental authorities.Regulations on Foreign Investment in the Leasing IndustryOn October 28, 2015, the Ministry of Commerce enacted the Measures for the Administration of Foreign Investment in the Leasing Industry, or theForeign Investment in the Leasing Industry Measures, effective as of October 28, 2015. Under the Measures, foreign invested enterprises in the form of Sino-foreign equity joint ventures, Sino-foreign cooperative joint ventures and wholly foreign-owned enterprises in the PRC are allowed to engage in the leasingbusiness or financial leasing business as well as to carry out relevant business activities upon the approval of the Ministry of Commerce. Foreign-investedfinancial leasing companies may conduct the following businesses: (i) financial leasing business; (ii) leasing business; (iii) purchase of leased property insideand outside of PRC; (iv) maintenance of assets underlying the leases and disposal of the residual value of assets underlying the leases; (v) lease transactionconsultancy and security services; and (vi) other businesses approved by the Ministry of Commerce. The leased objects include transportation equipment,such as airplanes, automobiles, ships and other personal properties.Currently, the Financing JV primarily engages in the financial leasing business of automobiles.Regulations on Used Automobile TradingOn August 29, 2005, SAT, SAIC, the Ministry of Commerce and the Ministry of Public Security jointly promulgated the Measures for theAdministration of the Trading of Used Automobiles, or the Used Automobile Trading Measures, which became effective on October 1, 2005. Pursuant to theUsed Automobile Trading Measures, only an enterprise legal person duly registered with the SAIC or its local branches may engage in used automobiletrading, either as an operator of used automobiles markets, as a retailer, or as a brokerage entity. 54Table of ContentsUnder the Used Automobile Trading Measures, a seller of used automobiles must verify certain background information regarding the automobiles forsale, including verification of the identity certificate of the previous owner, the number plate of the automobile, the motor vehicle registration certificate,driver’s license of the previous owner, proof that the automobile has passed the security technical examination, automobile insurance, and paymentcertificate of relevant taxes and fees. Used automobile retailers shall also provide quality guarantees as well as after-sales services, information about whichshall be clearly indicated at its business location. Furthermore, under certain circumstances, used automobiles are prohibited from being resold, includinginstances where an automobile has been discarded as unusable, been required to be discarded, or been obtained by illegal means, such as through theft,robbery or fraud.On March 24, 2006, the Ministry of Commerce promulgated the Specifications for Used Automobile Trade, which provided detailed requirements as tothe responsibilities of used automobiles trading entity regarding the trading of used automobiles, including the confirmation of the identity of the seller andthe legitimacy of the used automobiles, signing contract for used automobile trading, establishing transaction archives and keeping records for at least threeyears.Currently, we primarily engage in the used automobile trading through Shengtuo Hongyuan.Regulations on Automobile SalesOn February 21, 2005, the Ministry of Commerce, the NDRC, and the SAIC jointly promulgated the Implementation Measures for the Administrationof Sales of Branded Automobile, or the Branded Automobile Sales Measures, which took effect on April 1, 2005. The Branded Automobile Sales Measuresprovide for a dealership arrangement under which one general distributor is in charge of the entire sales and after-sales service chain. According to theBranded Automobile Sales Measures, the plan for the distribution and after-sales service network for each single brand of automobile shall in general beformulated and implemented by one single enterprise in the PRC, i.e., either the automakers in the PRC itself or an authorized general distributor.To address increasing monopoly concerns in the Chinese automotive industry, on July 31, 2014, SAIC promulgated the Announcement on StoppingRecordal of Automobile General Distributors and Authorized Branded Automobile Dealers, or the Stopping Recordal Announcement. Starting fromAugust 20, 2014, the SAIC no longer accepts any filing for recordal of authorized dealers of branded automobiles, including general distributors, and theimplementation of the recordal system of general distributors and dealers for branded automobiles has ceased. For any new general distributors or authorizeddealers, their business scope will be stated as “sales of automobiles” without mentioning the brand of the automobiles for sale. For the existing ones, theymay also apply to changing their business scope from “sales of brand named automobiles” to “sales of automobiles”. The Stopping Recordal Announcementalso emphasizes that the SAIC will strengthen its administration and supervision of the operational activities in the automobile industry, protect the lawfulrights of consumers and maintain a market with fair competition.On April 5, 2017, the Ministry of Commerce promulgated the Measures on the Administrations of Sales of Automobile, or the Measures on Sales ofAutomobile, which will come into effect on July 1, 2017 and the original “Branded Automobile Sales Measures” will be abolished at the same time.According to the Measures on Sales of Automobile, the supplier takes the way of selling the vehicle to the dealer, and the authorization term (excluding theshop construction term) shall not be less than 3 years, and the first authorization term shall not be less than 5 years. A dealer who sells an automobile withoutauthorization from a supplier or an automobile which is not authorized to be sold by an automobile manufacturer outside the country shall provide areminder and explanation to the consumer in writing and inform the consumer of the relevant responsibility in writing. When the dealer sells the car to theconsumer, it shall verify the valid identity certificate of the registered consumer, sign the sales contract, and issue the sales invoice.The Measures on Sales of Automobile further provides that supplier shall not require its dealers to provide service of sales and after-salessimultaneously, shall not restrict its dealers’ operations of goods of other suppliers, and shall not limit the sale of car products among its dealers. Except asotherwise agreed by the parties, a supplier shall not sell vehicles directly to consumers in the area where its dealer is authorized to sell.As regards to information recording, the supplier, the Measures on Sales of Automobile requires the dealer to obtain the business license within 90 daysthrough the State Council department in charge of the national automobile circulation information management system for the basic information. If the basicinformation of the supplier and the dealer is changed, it shall complete the process of update within 30 days from the date of the change. For the supplier andthe dealer who established before the Measures, they should record the basic information within 90 days from the date that the Measures took effect. The fileof automobile sales, users and other information shall be kept by dealer for no less than 10 years. 55Table of ContentsCurrently, we primarily engage in the automobile sales through Autohome (Tianjin) Automobile Sales Co., Ltd. and Beijing Haochezhijia E-commerceCo., Ltd..Regulations on Intellectual Property RightsChina has adopted legislation governing intellectual property rights, including trademarks, patents and copyrights. China is a signatory to the majorinternational conventions on intellectual property rights and became a member of the Agreement on Trade Related Aspects of Intellectual Property Rightsupon its accession to the World Trade Organization in December 2001.Patent. The National People’s Congress adopted the Patent Law in 1984, and amended it in 1992, 2000 and 2008. The purpose of the Patent Law is toprotect lawful interests of patent holders, encourage invention, foster applications of inventions, enhance innovative capabilities and promote thedevelopment of science and technology. To be patentable, invention or utility models must meet three conditions: novelty, inventiveness and practicalapplicability. Patents cannot be granted for scientific discoveries, rules and methods for intellectual activities, methods used to diagnose or treat diseases,animal and plant breeds, substances obtained by means of nuclear transformation or a design which has major marking effect on the patterns or colors ofgraphic print products or a combination of both patterns and colors. The Patent Office under the State Intellectual Property Office is responsible for receiving,examining and approving patent applications. A patent is valid for a term of twenty years in the case of an invention and a term of ten years in the case ofutility models and designs. A third-party user must obtain consent or a proper license from the patent owner to use the patent. Otherwise, the use constitutesan infringement of patent rights. We had 103 pending patent applications and 51 registered patents as of December 31, 2016.Copyright. The National People’s Congress adopted the Copyright Law in 1990 and amended it in 2001 and 2010, respectively. The amendedCopyright Law extends copyright protection to internet activities, products disseminated over the internet and software products. In addition, there is avoluntary registration system administered by the China Copyright Protection Center. The amended Copyright Law also requires registration of a copyrightpledge.To address the problem of copyright infringement related to the content posted or transmitted over the internet, the National Copyright Administrationand the MIIT jointly promulgated the Measures for Administrative Protection of Internet Copyright on April 29, 2005. This measure became effective onMay 30, 2005.In order to further implement the Computer Software Protection Regulations promulgated by the State Council on December 20, 2001, as amended in2013, the National Copyright Administration of the PRC issued Measures on Computer Software Copyright Registration Procedures on February 20, 2002,which apply to software copyright registration, license contract registration and transfer contract registration.In compliance with, and in order to take advantage of, the above rules, we have registered 189 computer software copyrights as of December 31, 2016.On May 18, 2006, the State Council promulgated the Protection of the Right of Communication through Information Networks, which becameeffective on July 1, 2006, as amended in 2013. Under this regulation, with respect to any information storage space, search or link services provided by aninternet service provider, if the legitimate rights owner believes that the works, performance or audio or video recordings pertaining to that service infringehis or her rights of communication, the rights owner may give the internet service provider a written notice containing the relevant information along withpreliminary documents supporting that an infringement has occurred, and requesting that the internet service provider delete, or disconnect the links to, suchworks or recordings. The rights owner will be responsible for the truthfulness of the content of the notice. Upon receipt of the notice, the internet serviceprovider must delete or disconnect the links to the infringing content immediately and forward the notice to the user that provided the infringing works orrecordings. If the user believes that the subject works or recordings have not infringed upon others’ rights, the user may submit to the internet service providera written explanation with preliminary documents supporting non-infringement, and a request for the restoration of the deleted works or recordings. Theinternet service provider should then immediately restore the deleted or disconnected content and forward the user’s written statement to the rights owner. 56Table of ContentsOn December 26, 2009, the Standing Committee of the National People’s Congress adopted the Torts Liability Law, which became effective on July 1,2010. Under this Torts Liability Law, both internet users and internet service providers may be liable for the wrongful acts of users who infringe the lawfulrights of other parties. If an internet user utilizes internet services to commit a tortious act, the party whose rights are infringed may request the internetservice provider to take measures, such as removing or blocking the content, or disabling the links thereto. Failure to take necessary measures after receivingsuch notice will subject the internet service providers to joint liability for any further damages suffered by the rights holder. Furthermore, if an internetservice provider fails to take necessary measures when it knows that an internet user utilizes its internet services to infringe the lawful rights and interests ofother parties, it will be held jointly liable with the internet user for damages resulting from the infringement.According to an interpretation by PRC Supreme People’s Court, which took effect on January 1, 2013, internet service providers will be held jointlyliable if they continue their infringing activities or do not remove infringing content from their websites once they know of the infringement or receive noticefrom the rights holder. If an internet service provider economically benefits from the works, performances, and sound or visual recordings provided bynetwork users, it must pay close attention to infringement of network information transmission rights by network users.Trademark. The PRC Trademark Law, adopted in 1982 and amended in 1993, 2001 and 2013, protects registered trademarks. The Trademark Officeunder the SAIC handles trademark registrations and grants a term of ten years for registered trademarks. Trademark license agreements must be filed with theTrademark Office for record. We hold and (“auto home” in English) and “AUTOHOME®” trademarks in China with each registeredunder different categories.Domain Names. In September 2002, the CNNIC issued the Implementing Rules for Domain Name Registration, as amended in June 2009 and May2012, that set forth detailed rules for registration of domain names. On November 5, 2004, the MIIT promulgated the Measures for Administration of DomainNames for the Chinese Internet, or the Domain Name Measures. The Domain Name Measures regulate the registration of domain names, such as the first tierdomain name “.cn.”. In 2002, the CNNIC issued the Measures on Domain Name Dispute Resolution, as amended in 2006, 2012 and 2014, pursuant to whichthe CNNIC can authorize a domain name dispute resolution institution to decide disputes. We have registered a number of domain names, includingautohome.com.cn, autohome.com and che168.com.Regulations on TaxSee “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Taxation—PRC” and “Item 10. Additional Information—E.Taxation—People’s Republic of China Taxation.”Regulations on Foreign ExchangeForeign exchange activities in China are primarily governed by the following regulations: • Foreign Currency Administration Rules (2008), or the Exchange Rules; and • Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), or the Administration Rules.Under the Exchange Rules, if documents certifying the purposes of the conversion of RMB into foreign currency are submitted to the relevant foreignexchange conversion bank, the RMB will be convertible for current account items, including the distribution of dividends, interest and royalties payments,and trade and service-related foreign exchange transactions. Conversion of RMB for capital account items, such as direct investment, loans, securitiesinvestment and repatriation of investment, however, is subject to the approval of, or registration with, SAFE or its local counterpart. Capital investments byPRC entities outside of China, after obtaining the required approvals of, or making filings with, the relevant approval authorities, such as the Ministry ofCommerce and the NDRC or their local counterparts, are also required to register with SAFE or its local counterpart. 57Table of ContentsUnder the Administration Rules, foreign-invested enterprises may only buy, sell and/or remit foreign currencies at banks authorized to conduct foreignexchange business after providing valid commercial documents and, in the case of capital account item transactions, obtaining approval from or beingregistered with SAFE or its local counterpart.In utilizing the proceeds we received from our equity offerings, as an offshore holding company with PRC subsidiaries, we may (a) make additionalcapital contributions to our PRC subsidiaries, (b) establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, (c) makeloans to our PRC subsidiaries or VIEs or (d) acquire offshore entities with business operations in China in offshore transactions. However, most of these usesare subject to PRC regulations and approvals. For example: • capital contributions to our PRC subsidiaries, whether existing or newly established, must be approved by the Ministry of Commerce or its localcounterparts; • loans by us to our PRC subsidiaries, each of which is a foreign-invested enterprise, to finance their activities cannot exceed statutory limits andmust be registered with SAFE or its local branches; and • loans by us to our VIEs, which are domestic PRC entities, must be approved by the NDRC (in the case of middle or long term loans) or be withinthe limits approved by SAFE (in the case of short term loans), and must also be registered with SAFE or its local branches.On March 30, 2015, SAFE issued the SAFE Circular 19, which became effective on June 1, 2015. Pursuant to SAFE Circular 19, foreign-investedenterprises may either continue to follow the current payment-based foreign currency settlement system or choose to follow the “conversion-at-will” systemfor foreign currency settlement. Where a foreign-invested enterprise follows the conversion-at-will system for foreign currency settlement, it may convert partor all of the amount of the foreign currency in its capital account into Renminbi at any time. The converted Renminbi will be kept in a designated accountlabeled as settled but pending payment, and if the foreign-invested enterprise needs to make payment from such designated account, it still needs to gothrough the review process with its bank and provide necessary supporting documents. SAFE Circular 19, therefore, has substantially lifted the restrictions onthe usage by a foreign-invested enterprise of its Renminbi registered capital converted from foreign currencies. According to SAFE Circular 19, suchRenminbi capital may be used at the discretion of the foreign-invested enterprise and SAFE will eliminate the prior approval requirement and only examinethe authenticity of the declared usage afterwards. Nevertheless, foreign-invested enterprises like our PRC subsidiaries are still not allowed to extendintercompany loans to our VIEs. In addition, as SAFE Circular 19 was promulgated recently, there remain substantial uncertainties with respect to theinterpretation and implementation of this circular by relevant authorities. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our CorporateStructure—PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currencyconversion may restrict or prevent us from using the proceeds of our equity offerings to make loans to our PRC subsidiaries and VIEs or to make additionalcapital contributions to our PRC subsidiaries, which may materially and adversely affect our liquidity and our ability to fund and expand our business.”Regulations on Dividend DistributionThe principal regulations governing dividend distributions of wholly foreign-owned enterprises include: • the Companies Law (2005, as amended in 2013); • the Wholly Foreign-Owned Enterprise Law (2016); and • the Wholly Foreign-Owned Enterprise Law Implementing Rules (2014). 58Table of ContentsUnder these regulations, wholly foreign-owned enterprises in the PRC may pay dividends only out of their accumulated profits as determined inaccordance with PRC accounting standards and regulations. In addition, these wholly foreign-owned enterprises are required to set aside at least 10% of theirrespective accumulated profits each year, if any, to fund certain reserve funds, until the aggregate amount of such fund reaches 50% of its registered capital.Regulations on Offshore Investment by PRC ResidentsOn July 4, 2014, the SAFE promulgated the Notice on Relevant Issues Concerning Foreign Exchange Control of Domestic Residents’ OverseasInvestment and Financing and Roundtrip Investment through Offshore Special Purpose Vehicles, or SAFE Circular No. 37, which replaced the former Noticeon Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound Investment via Overseas SpecialPurpose Vehicles (generally known as SAFE Circular No. 75) promulgated by the SAFE on October 21, 2005.SAFE Circular No. 37 requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control ofan offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domesticenterprises or offshore assets or interests, which is referred to in SAFE Circular No. 37 as a “special purpose vehicle.” SAFE Circular No. 37 further requiresamendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as an increase or decrease of capitalcontributed by PRC residents, share transfer or exchange, merger, division or other material events. In the event that a PRC resident holding interests in aspecial purpose vehicle fails to complete the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from makingprofit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities and the special purpose vehicle may berestricted in its ability to contribute additional capital into its PRC subsidiaries. Furthermore, failure to comply with the various SAFE registrationrequirements described above could result in liability under PRC law for evasion of foreign exchange controls.Currently, there is no PRC resident among our shareholders. Should there be any PRC residents proposed to become our shareholders in the future, theyshall register with the competent local branch of the SAFE with respect to their investments in our company as required by SAFE Circular No. 37 and shallupdate their registration filings with the SAFE when there are any changes that should be registered under SAFE Circular No. 37.Regulations on Employee Stock Options PlansIn December 2006, the PBOC promulgated the Administrative Measures of Foreign Exchange Matters for Individuals, setting forth the respectiverequirements for foreign exchange transactions by individuals (both PRC or non-PRC citizens) under either the current account or the capital account. InJanuary 2007, SAFE issued relevant implementing rules that specified approval requirements for certain capital account transactions, such as a PRC citizen’sparticipation in employee stock ownership plans or share option plans of an overseas publicly listed company. In February 2012, SAFE promulgated theStock Option Notice that supersedes the requirements and procedures for the registration of PRC resident individuals’ participation in stock incentive plansset forth by certain rules promulgated by SAFE in March 2007. The purpose of the Stock Option Notice is to regulate the foreign exchange administration ofPRC resident individuals who participate in employee stock holding plans and share option plans of overseas listed companies.According to the Stock Option Notice, if a PRC resident individual participates in any employee stock incentive plan of an overseas listed company, aPRC domestic qualified agent appointed through the PRC subsidiary of such overseas listed company must, among other things, file, on behalf of suchindividual, an application with SAFE or its local counterpart to obtain approval for an annual allowance with respect to the purchase of foreign exchange inconnection with stock holding or share option exercises. With the approval from SAFE or its local counterpart, the PRC domestic qualified agent shall open aspecial foreign exchange account at a PRC domestic bank to hold the funds required in connection with the stock purchase or option exercise, any returnedprincipal or profits upon sales of shares, any dividends issued on the stock and any other income or expenditures approved by SAFE or its local counterpart. 59Table of ContentsUnder the Foreign Currency Administration Rules, as amended, the foreign exchange proceeds of domestic entities and individuals can be remittedinto China or deposited abroad, subject to the terms and conditions to be issued by SAFE. However, the implementing rules in respect of depositing theforeign exchange proceeds abroad have not been issued by SAFE. The foreign exchange proceeds from the sales of shares can be converted into RMB ortransferred to such individuals’ foreign exchange savings account after the proceeds have been remitted back to the special foreign exchange account openedat the PRC domestic bank. If share options are exercised in a cashless exercise, the PRC domestic individuals are required to remit the proceeds to specialforeign exchange accounts.Many issues with respect to the Stock Option Notice require further interpretation. We and our PRC employees who participate in an employee stockincentive plan are subject to the Stock Option Notice as we are an overseas listed company. We have registered with the local counterparts of SAFE for ourPRC resident employees who participate in our share incentive plans, as required under the Stock Option Notice and relevant rules. If we or our PRCemployees fail to comply with the Stock Option Notice, we and our PRC employees may face sanctions imposed by the PRC foreign exchange authority orany other PRC government authorities, including restrictions on foreign currency conversions and additional capital contribution to our PRC subsidiaries.In addition, the SAT has issued circulars concerning employee share options. Under these circulars, our employees working in China who exerciseshare options will be subject to PRC individual income tax. Our PRC subsidiary has obligations to file documents related to employee share options withrelevant tax authorities and withhold the individual income taxes of employees who exercise their share options. If our employees fail to pay and we fail towithhold their income taxes, we may face sanctions imposed by tax authorities or any other PRC government authorities. See “Item 3. Key Information—D.Risk Factors—Risks Related to Doing Business in China—Failure to comply with PRC regulations regarding the registration requirements for employeeshare ownership plans or share option plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.”Regulation on EmploymentPursuant to the PRC Labor Law and the PRC Labor Contract Law, employers must execute written labor contracts with full-time employees. Allemployers must compensate their employees with wages equal to at least the local minimum wage standards. All employers are required to establish a systemfor labor safety and sanitation, strictly abide by state rules and standards and provide employees with workplace safety training. Violations of the PRC LaborContract Law and the PRC Labor Law may result in the imposition of fines and other administrative liabilities.In addition, employers in China are obliged to provide employees with welfare schemes covering pension insurance, unemployment insurance,maternity insurance, work-related injury insurance, medical insurance and housing funds.Regulations on Concentration in Merger and Acquisition TransactionsThe M&A Rules established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. These rules require, among other things, that the Ministry of Commerce be notified in advance of any change-of-control transactionin which a foreign investor will take control of a PRC domestic enterprise or a foreign company with substantial PRC operations, if certain thresholds underthe Provisions on Thresholds for Prior Notification of Concentrations of Undertakings issued by the State Council on August 3, 2008 are triggered.Complying with these requirements could affect our ability to expand our business or maintain our market share. See “Item 3. Key Information—D.Risk Factors—Risks Related to Doing Business in China—Certain regulations in the PRC may make it more difficult for us to pursue growth throughacquisitions.” 60Table of ContentsC.Organizational StructureThe following diagram illustrates our corporate structure, including our principal subsidiaries and VIEs, as of the date of this annual report: Equity interest Contractual arrangements under exclusive technology consulting and service agreements, loan agreements, equity option agreements, equityinterest pledge agreements and powers of attorney 61Table of Contents (1)The two individuals are Min Lu and Haiyun Lei. Each of these two individuals is a PRC citizen. Each of Min Lu and Haiyun Lei holds 50% of theequity interests in each of Autohome Information, Shanghai Advertising, Guangzhou Advertising and Shengtuo Hongyuan.In September 2016 and March 2017, the then individual nominee shareholders of Shengtuo Hongyuan, Guangzhou Advertising, AutohomeInformation and Shanghai Advertising, entered into Equity Interest Purchase Agreements and Debt Transfer and Offset Agreements with Min Lu and HaiyunLei, pursuant to which the then individual nominee shareholders transferred all of their equity interests in each of the entities to Min Lu and Haiyun Lei. Theabovementioned VIEs are currently updating the AIC filing with relevant Chinese authorities. Upon the execution of the above Equity Interest PurchaseAgreements and Debt Transfer and Offset Agreements, all contractual agreements, which include the equity interest pledge agreements, equity optionagreements and powers of attorney, among the then individual nominee shareholders and our wholly owned subsidiaries have been terminated. In September2016 and in March 2017, each of Autohome WFOE and Chezhiying WFOE, and each of Shengtuo Hongyuan and its two subsidiaries, GuangzhouAdvertising, Autohome Information and its two subsidiaries and Shanghai Advertising, and each of Min Lu and Haiyun Lei, as the individual nomineeshareholder of VIEs, entered into contractual agreements.For the information regarding our contractual arrangements, please refer to “Item 7.B. Related Party Transactions — Contractual Agreements with ourVariable Interest Entities.” D.Property, Plants and EquipmentOur corporate headquarters is located in Beijing, China, where we lease office space with an area of approximately 29,212 square meters. We generallymake rental payments on a monthly basis. In addition, as of December 31, 2016, we also leased office space in 78 cities for our representative offices,including regional operation centers in Shanghai, Guangzhou and Tianjin in China. We believe that our existing facilities are generally adequate to meet ourcurrent needs, but we expect to seek additional space as needed to accommodate future growth.Our servers are primarily hosted at internet data centers owned by major domestic internet data center providers. The hosting services agreementstypically have a term of one year. We believe that our current facilities are adequate and that we will be able to obtain additional facilities, principallythrough leasing, to accommodate any future expansion plans.ITEM 4A UNRESOLVED STAFF COMMENTSNone.ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTSYou should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financialstatements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements that involve risks anduncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as aresult of various factors, including those set forth under “Risk Factors” and elsewhere in this annual report. 62Table of ContentsA.Operating ResultsOverviewWe are the leading online destination for automobile consumers in China. Through our two websites, autohome.com.cn and che168.com, accessiblethrough PCs and mobile devices, and our mobile applications, we deliver comprehensive, independent and interactive content to automobile buyers andowners, as well as offering them our transaction services. We generate revenues from media services, leads generation services and online marketplace. In2016, we derived 39.4%, 32.1% and 28.5% of our total net revenues from our media services, leads generation services and online marketplace, respectively,while in 2015, each of these three revenue lines contributed 54.3%, 40.5% and 5.2% of our total net revenues, respectively. Through our media services, weprovide automakers with solutions to brand promotion, new model releases and sales promotions. Our large and engaged user base of automobile consumersprovides a broad reach for automakers’ marketing messages. In each of 2014, 2015 and 2016, we provided media services to 85, 87 and 95 automakersoperating in China, respectively. Our leads generation services enable our dealer subscribers to create their own online showrooms, list pricing andpromotional information, provide dealer contact information, place advertisements and manage customer relationships to help them reach a broad set ofpotential customers and effectively market their automobiles to consumers online and ultimately generate sales leads. In 2016, while we continued tostrengthen our core business, we also further developed our transaction business. Our transaction business includes new vehicle transaction businessconsisting of direct vehicle sales and commission-based services facilitating transactions, and used automobile listing and other platform-based services.Our net revenues increased from RMB2,132.9 million in 2014 to RMB3,464.0 million in 2015 and RMB5,961.6 million (US$858.7 million) in 2016,representing a CAGR of 67.2%. Our net income attributable to Autohome Inc. increased from RMB748.7 million in 2014 to RMB990.6 million in 2015 andRMB1,227.9 million (US$176.9 million) in 2016, representing a CAGR of 28.1%.General Factors Affecting Our Results of OperationsOur business and results of operations are significantly affected by China’s overall economic conditions and the general trends in the automotiveindustry, especially new automobile sales in China. Economic growth in China has contributed to an increase in household disposable income and improvedthe availability of financing for automobile purchases. These factors, coupled with increased production capacity and lower import tariffs, past governmentalincentives designed to encourage automobile purchases and the decreasing cost of new automobiles, have contributed to the growth of the number of newautomobiles sold in China. Although the automotive industry has benefited from China’s overall favorable policies, some local governments have imposedrestrictions on automobile registrations to curb traffic congestion and environment pollution in urban centers. If such regulations slow the growth rate of newautomobile sales in China, the demand for our services would likely reduce. If overall advertising expenditures by automakers and automobile dealers orautomobile transaction volume decrease, our business and results of operations may be adversely affected. Also, our business and results of operations may beaffected by the growth on online advertising industry in China. With the continuing growth of internet usage in China, the internet has become anincreasingly important marketing and advertising channel to China’s automotive industry. If the demand and the growth in online advertising spending byautomakers in China continue to grow, our results of operations will benefit from such trend.In addition, our business and results of operations may be affected by our user reach and engagement. Automaker and dealer advertisers, whichcontribute a substantial portion of our revenues, choose to advertise on our websites and mobile applications in significant part due to our leading marketposition in the online automotive advertising industry. We anticipate that our ability to continue to attract a large and growing user base and maintain a highlevel of user engagement will affect our ability to attract advertisers and dealer subscribers to our websites and mobile applications and in turn, our ability togenerate sales leads. Finally, our business and results of operations may be affected by the development of e-commerce in China and consumers’ acceptanceof online automobile purchases.Specific Factors Affecting Our Results of OperationsWhile our business and results of operations are generally affected by China’s overall economic conditions, the general trends in China’s automotiveindustry and our user reach and engagement, our results of operations are more directly affected by the specific financial factors set forth below. 63Table of ContentsNet RevenuesAs of December 31, 2015, we had two revenue lines, namely advertising services and dealer subscription services. To better present our business in linewith the business development, we changed our revenue reporting lines to three revenue lines, namely media services, leads generation services and onlinemarketplace. We retrospectively adjusted our revenue line information for all periods presented to reflect these changes. These adjustments are also reflectedin the following discussion of our net revenue results for comparison to prior year results.We currently generate our net revenues from media services, leads generation services and online marketplace. Media services mainly includesautomaker advertising services and regional marketing campaigns conducted by certain automobile brands’ regional offices. Leads generation servicesprimarily includes (i) dealer subscription services, (ii) advertising services sold to individual dealer advertisers, and other value-added services. We sell ouradvertising services primarily to automakers and dealers, with automakers contributing a substantial majority of our advertising services revenues. As iscustomary in China, we sell our advertising services primarily through third-party advertising agencies while we consider automaker and dealer advertisers tobe our end-customers. Consistent with common practice in the advertising industry in China, we offer rebates to advertising agencies. We also provide cashincentives to automakers and automobile dealers who participate in various incentive programs on our online transaction platform. Our net revenues arepresented net of rebates to advertising agencies and cash incentives to automakers and automobile dealers. We sell our dealer subscription services toautomobile dealers mainly on a fixed-fee subscription basis.We also generate online marketplace revenues from the new vehicle transaction business, which is composed of direct vehicle sales and commission-based services facilitating transactions on the Autohome Mall platform, and other platform-based services. We record revenues from direct sales on grossbasis when vehicles are delivered and title has passed to the buyers. In addition, we earn commissions from automakers for new vehicle transactionsfacilitated on Autohome Mall pursuant to commission-based service arrangements with automakers.The following table sets forth the principal components of our net revenues in absolute amounts and as percentages of our total net revenues for theyears presented: For the Year Ended December 31, 2014 2015 2016 RMB % RMB % RMB US$ % (in thousands, except percentages) Net revenues: Media services 1,287,437 60.4% 1,878,397 54.3% 2,347,626 338,128 39.4% Leads generation services 839,778 39.3 1,403,892 40.5 1,916,445 276,026 32.1 Online marketplace 5,734 0.3 181,686 5.2 1,697,550 244,498 28.5 Total net revenues 2,132,949 100.0% 3,463,975 100.0% 5,961,621 858,652 100.0% Media Services RevenuesWe generate media services revenues primarily from automaker advertising services and regional marketing campaigns conducted by certainautomobile brands’ regional offices. In each of 2014, 2015 and 2016, 85, 87 and 95 automakers operating in China purchased media services from us. As aresult of our high penetration in the automaker market, we believe that our future media services revenue growth will be driven primarily by automakers’increased advertising spending on our websites and mobile applications as they continue to shift their advertising budgets from traditional media to onlinemedia, as well as further development of mobile advertising, monetization leveraging our enriched content and big data analysis capabilities.Increased spending will be driven primarily by a combination of (i) our ability to increase advertising volume, either due to the availability ofadditional advertising locations, such as the mobile platform, as we expand our service offerings or due to higher sell-through rates, which is calculated as thepercentage of advertising locations actually sold over total advertising locations available for sale in a given period and (ii) our ability to increase ourpricing, as measured by price per location per day, as our user reach continues to expand, thereby enhancing the effectiveness of the services we offer. Weprimarily use a “cost per time” pricing model to price our online advertising services by charging our advertisers on a daily basis for an advertisement placedin a given location on our websites. However, as we continue to grow our user base and enhance user engagement, we began to explore “cost per thousandsimpressions,” “cost per lead” and other performance-based pricing models. 64Table of ContentsLeads Generation Services RevenuesWe generate leads generation services revenues through (i) dealer subscription services, (ii) advertising services sold to individual dealer advertisers,and other value-added services. Our dealer subscribers are dealers that have purchased subscription packages which are delivered through our dealershipinformation system. We provide our dealer subscribers with additional tools and features to enable them to more effectively market their inventories on ourwebsites and mobile applications. We provided leads generation services to 17,972, 21,858 and 24,096 dealers in 2014, 2015 and 2016, respectively. Ourleads generation services revenues accounted for 39.3%, 40.5% and 32.1% of our net revenues in 2014, 2015 and 2016, respectively. We believe that ourleads generation services revenues will continue to grow in the near future, driven by our ability to command higher fees for different subscription packagesand provide more diversified value-added services to our dealer customers with our capabilities of connecting dealers with the large user base of our platform.Online Marketplace RevenuesWe generate online marketplace revenues through the new vehicle transaction business, which is composed of direct vehicle sales and commission-based services facilitating transactions on the Autohome Mall platform, and other platform-based services. Our online marketplace revenues accounted for0.3%, 5.2% and 28.5% of our net revenues in 2014, 2015 and 2016, respectively. Revenues from direct vehicle sales were nil, RMB133.6 million andRMB1,635.1 million ($235.5 million), accounting for nil, 73.6% and 96.3% of online marketplace revenues in 2014, 2015 and 2016, respectively. We soldnil, 937 and 17,738 vehicles under direct vehicle sales in 2014, 2015 and 2016, respectively. Going forward, however, we will de-emphasize the direct salesmodel and, consequently, the revenue contribution from online marketplace may decline substantially.Cost of RevenuesCost of revenues refers primarily to (i) content-related costs, (ii) depreciation and amortization expenses, (iii) bandwidth and internet data center(“IDC”) costs, (iv) value-added tax (“VAT”) and surcharges and (v) cost of sales, including tax. The following table sets forth the principal components of ourcost of revenues in absolute amounts and as a percentage of our total net revenues for the years indicated: For the Year Ended December 31, 2014 2015 2016 RMB % RMB % RMB US$ % (in thousands, except percentages) Cost of revenues: Content-related costs(1) 127,929 6.0% 184,635 5.3% 269,313 38,789 4.5% Depreciation and amortization expenses 31,703 1.5 43,160 1.3 42,570 6,131 0.7 Bandwidth and IDC costs 30,713 1.4 38,893 1.1 51,766 7,456 0.9 VAT and surcharges 191,153 9.0 269,491 7.8 349,373 50,320 5.9 Cost of sales, including tax — — 132,942 3.8 1,680,143 241,991 28.1 Total cost of revenues 381,498 17.9% 669,121 19.3% 2,393,165 344,687 40.1% (1)Including share-based compensation expenses of RMB8.0 million for 2014, RMB6.9 million for 2015 and RMB12.3 million (US$1.8 million) for2016, respectively.Content-related Costs. Content-related costs are costs directly related to creating and editing the original generated content, organizing andmaintaining user generated content on our websites and mobile applications, and maintaining our professionally generated content on U+ platform. Content-related costs mainly include salaries and benefits, toll free telephone charges, travel and office expenses of our editorial personnel, expenses we incur in theexecution of the offline portion of our advertisers’ online promotions and expenses we pay to third parties for creating and publishing certain rich mediacontent displayed on our websites and mobile applications. We expect our content-related costs will continue to increase primarily due to our businessgrowth. 65Table of ContentsDepreciation and Amortization Expenses. A substantial majority of our amortization expenses relate to the amortization of intangibles includingtrademarks that we acquired in connection with the acquisitions of Cheerbright, China Topside and Norstar in June 2008, shortly after the inception of ourcompany. Depreciation expenses are related to servers and other equipment that are directly related to our revenue-generating business activities andleasehold improvements. We expect our amortization expenses will decrease after the end of the estimated useful lives of certain intangible assets.Bandwidth and IDC Costs. Bandwidth and IDC costs consist of fees that we pay to telecommunication carriers and other service providers fortelecommunication services and for hosting our servers at their internet data centers, as well as fees we pay to our content delivery network service providerfor the distribution of our content. Our bandwidth and IDC costs continued to increase in subsequent periods as our user traffic continued to increase and werequired more high quality bandwidth to support user traffic growth and improve our users’ experience.VAT and Surcharges. After VAT reform in 2012, our PRC subsidiaries and VIEs excluding Beijing Prbrownies Software Co., Ltd. and ChengduPrbrownies Software Co., Ltd. are subject to a 6% VAT for the media services and leads generation services provided and 17% for the direct vehicle salesunder online marketplace. Advertising services are also subject to the cultural construction fee. For Beijing Prbrownies Software Co., Ltd. and ChengduPrbrownies Software Co., Ltd., they are entitled to 17% VAT for the dealer subscription services, which was sold in the form of software products starting fromOctober 2014. Since November 2014 and December 2016, respectively, Beijing Prbrownies Software Co., Ltd. and Chengdu Prbrownies Software Co., Ltd.were entitled to a 14% VAT refund on the total VAT payable at the rate of 17% after registration of their software resolutions with the relevant authority. As aresult of the above, our overall VAT and surcharges as a percentage of our total net revenues excluding direct vehicle sales was 9.0% in 2014, 8.1% in 2015and 8.1% in 2016.Cost of Sales, including tax. Cost of sales includes cost of vehicle purchases, other directly attributable costs of direct vehicle sales under the newvehicle transaction business and write-down of inventories and prepayment for vehicle purchase cost. Our direct vehicle sales were subject to 17% VAT rate.Rebates relating to new vehicles purchased but still held by us as of the balance sheet date are recorded as a reduction to cost of inventories while rebatesrelating to new vehicles purchased and sold during the reporting period are recorded as a reduction to cost of revenues.Operating ExpensesOur operating expenses consist of sales and marketing expenses, general and administrative expenses and product development expenses. Thefollowing table sets forth our operating expenses in absolute amounts and as percentages of our total net revenues for the years indicated: For the Year Ended December 31, 2014 2015 2016 RMB % RMB % RMB US$ % (in thousands, except percentages) Operating expenses: Sales and marketing expenses(1) 559,070 26.2% 1,127,484 32.6% 1,536,939 221,365 25.8% General and administrative expenses(2) 129,751 6.1 193,655 5.6 306,794 44,188 5.2 Product development expenses(3) 158,395 7.4 273,908 7.9 571,354 82,292 9.6 Total operating expenses 847,216 39.7% 1,595,047 46.0% 2,415,087 347,845 40.6% 66Table of Contents (1)Including share-based compensation expenses of RMB14.6 million for 2014, RMB36.6 million for 2015 and RMB50.8 million (US$7.3 million) for2016, respectively.(2)Including share-based compensation expenses of RMB20.6 million for 2014, RMB40.1 million for 2015 and RMB78.0 million (US$11.2 million) for2016, respectively.(3)Including share-based compensation expenses of RMB13.4 million for 2014, RMB24.3 million for 2015 and RMB54.3 million (US$7.8 million) for2016, respectively.Sales and Marketing Expenses. Our sales and marketing expenses primarily consist of the marketing expenses incurred in connection with promotingour brands through search engines, mobile platforms and navigation sites, sales promotion activities and salaries and benefits and sales commissions for oursales and marketing personnel. Our sales and marketing expenses also include office and travel-related expenses and business development expensesassociated with our sales and marketing activities. We expect that our sales and marketing expenses will continue to increase as we increase traffic on ourwebsites and mobile applications, enlarge our sales force to expand our coverage and transform us from a content-led vertical media business to anautomotive eco-platform based on advanced data and technology.General and Administrative Expenses. Our general and administrative expenses primarily consist of personnel-related expenses for management andadministrative personnel and professional service fees. We expect that our general and administrative expenses will increase in the future as we expand ourbusiness.Product Development Expenses. Our product development expenses primarily consist of personnel-related expenses associated with the developmentof new technologies and products as well as enhancement of our websites and mobile applications. We expect that our product development expenses willincrease as we expand our business, develop new features and functionalities and increase the accessibility of our websites, mobile applications and thetransaction platform, and enhance our big data analysis capabilities.TaxationCayman IslandsWe are incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to income or capital gains tax. Inaddition, dividend payments are not subject to withholding tax in the Cayman Islands.British Virgin IslandsCheerbright is a company incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, Cheerbright is not subject toincome or capital gains tax. In addition, dividend payments are not subject to withholding tax in the British Virgin Islands.Hong KongAutohome HK, Autohome Media, Autohome E-commerce Hong Kong Limited, Autohome Link Hong Kong Limited and Autohome Financing HongKong Limited are incorporated in Hong Kong. Companies incorporated and registered in Hong Kong are subject to Hong Kong profits tax on the taxableincome as reported in their respective statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is16.5% in Hong Kong. For 2014, 2015 and 2016, we did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from orearned in Hong Kong during these periods. Under the Hong Kong tax law, our subsidiaries in Hong Kong are exempted from income tax on their foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.PRCOur PRC subsidiaries and VIEs are subject to PRC enterprise income tax, or EIT, on the taxable income in accordance with the relevant PRC incometax laws. 67Table of ContentsUnder the PRC Enterprise Income Tax Law and its implementation rules, both of which became effective on January 1, 2008, a uniform 25% enterpriseincome tax rate is generally applicable to both foreign-invested enterprises and domestic enterprises, unless they qualify for certain exceptions.In September 2010, Autohome WFOE was recognized as an HNTE, effective 2010 and was eligible for a 15% preferential enterprise income tax rateeffective from 2010 through 2012. The HNTE qualification is subject to an annual evaluation and a three-year review by the relevant authorities in China.We have obtained renewal of the HNTE qualification through 2016. However, should we lose this qualification for any reason, Autohome WFOE will nolonger enjoy the 15% preferential tax rate, and the applicable enterprise income tax rate may increase to up to 25%. Beijing Autohome Technologies wasrecognized as an HNTE in July 2015 and therefore was eligible for the preferential 15% enterprise income tax rate from 2015 to 2017 upon their filing withthe relevant tax authority. Beijing Prbrownies was recognized as an HNTE in February 2016, qualifying it for the preferential 15% enterprise income tax ratefrom 2015 to 2017 upon its filing with the relevant tax authority.Pursuant to the Circular on Income Tax Policies for Further Encouraging the Development of Software Industry and Integrated Circuit Industry jointlyissued by the SAT and the MOF on April 20, 2012, and the Circular on Issues concerning Preferential Enterprise Income Tax Policies for Software andIntegrated Circuit Industries jointly issued by the MOF, the SAT, the NDRC and the MIIT on May 4, 2016, eligible software enterprises which pass annualreview and filing by the relevant tax authorities can enjoy exemption for enterprise income tax for the first and second year as calculated from the profitmaking year or no later than December 31, 2017 if no profit is made prior to that date, and thereafter enjoy half of the statutory rate of 25% for the thirdthrough fifth year thereafter until the expiration of the preferential period. Beijing Prbrownies started to make profit since 2015, and it passed the review andfiling as an eligible software enterprise by the relevant tax authorities in 2016, which qualified it for the exemption of enterprise income tax for 2015. IfBeijing Prbrownies passes the aforesaid review and filing again in 2017, it will enjoy an exemption of enterprise income tax for 2016. However, if BeijingPrbrownies fails to pass the review and filing by the relevant tax authorities, it will no longer enjoy the preferential tax rate, and the applicable enterpriseincome tax rate may increase to up to 15% as an HNTE if it still maintains the HNTE qualification, or up to 25% if it loses the HNTE qualification.Except for the above mentioned Autohome WFOE, Beijing Autohome Technologies and Beijing Prbrownies, our remaining PRC subsidiaries and allthe VIEs were subject to EIT at a rate of 25% for 2014, 2015 and 2016.Under the PRC Enterprise Income Tax Law, an enterprise established outside the PRC with “de facto management bodies” located within the PRC isconsidered a PRC resident enterprise and therefore will be subject to a 25% EIT on its global income. The implementation rules define “de facto managementbodies” as “establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel,accounting, properties, etc. of an enterprise.” In addition, according to the Notice Regarding the Determination of Chinese-Controlled Offshore IncorporatedEnterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies issued by State Administration of Taxation, or SAT Circular 82,on April 22, 2009, a Chinese-controlled enterprise established outside China is treated as a PRC resident enterprise with “de facto management bodies”located in the PRC for tax purposes where all of the following requirements are satisfied: (a) the senior management and core management departments incharge of its daily production or business operations are located in the PRC; (b) its financial and human resource decisions are subject to determination orapproval by persons or bodies in the PRC; (c) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’meetings are located or kept in the PRC; and (d) more than half of the enterprise’s board members with voting rights or senior management habitually residein the PRC. Despite the uncertainties resulting from limited PRC tax guidance on the issue, we do not believe that our legal entities organized outside of thePRC constitute PRC resident enterprises under the PRC Enterprise Income Tax Law. However, if we are considered a PRC resident enterprise and earn incomeother than dividends from our PRC subsidiaries, a 25% enterprise income tax on our global income could significantly increase our tax burden and materiallyand adversely affect our cash flow and profitability. 68Table of ContentsFurther, the PRC Enterprise Income Tax Law and the implementation rules provide that an income tax rate of 10% may be applicable to China-sourcedincome of foreign enterprises, such as dividends paid by PRC subsidiaries to their overseas parent that is not a PRC resident enterprise, which (a) do not havean establishment or place of business in the PRC or (b) have an establishment or place of business in the PRC but the relevant income is not effectivelyconnected with the establishment or place of business, unless there are applicable treaties that reduce such rate. The implementation rules of the new PRCEnterprise Income Tax Law provide that (a) if the enterprise that distributes dividends is domiciled in the PRC, or (b) if gains are realized from transferringequity interests of enterprises domiciled in the PRC, then such dividends or capital gains are treated as China-sourced income. It is not clear how “domicile”may be interpreted under the PRC Enterprise Income Tax Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, ifwe are considered as a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders or ADS holders as well as gainsrealized by such shareholders or ADS holders from the transfer of our shares or ADSs may be regarded as China-sourced income and as a result become subjectto PRC withholding tax at the rate of 10%, subject to reduction by an applicable treaty. See “Item 3. Key Information—D. Risk Factors—Risks Related toDoing Business in China—Our global income and the dividends that we may receive from our PRC subsidiaries, dividends distributed to our non-PRCshareholders and ADS holders, and gains recognized by such shareholders or ADS holders, may be subject to PRC taxes under the Enterprise Income TaxLaw, which would have a material adverse effect on our results of operations.”Critical Accounting PoliciesWe prepare our financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect thereported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the end of each reporting period and the reported amount ofrevenue and expenses during each reporting period. We evaluate these estimates and assumptions based on historical experience, knowledge and assessmentof current business and other conditions and expectations that we believe to be reasonable under the circumstances. Since the use of estimates is an integralcomponent of the financial reporting process, actual results could differ from these estimates and assumptions.Some of our accounting policies require higher degrees of judgment than others in their application. When reviewing our consolidated financialstatements, you should consider (a) our selection of critical accounting policies, (b) the judgment and other uncertainties affecting the application of suchpolicies and (c) the sensitivity of reported results to changes in conditions and assumptions. For further information on our significant accounting policies,see Note 2 to our consolidated financial statements for 2014, 2015 and 2016. We consider the policies discussed below to be critical to an understanding ofour consolidated financial statements as their application places significant demands on the judgment of our management. We believe the following criticalaccounting policies are most significant to the presentation of our financial statements and some of which may require the most difficult, subjective andcomplex judgments. They should be read in conjunction with our consolidated financial statements, the risks and uncertainties of which are described under“Item 3. Key Information—D. Risk Factors” and other disclosures included in this annual report.Revenue RecognitionOur revenue is derived from media services, leads generation services and online marketplace. Revenue is recognized only when the price is fixed ordeterminable, persuasive evidence of an arrangement exists, the service is performed and collectability of the related fee is reasonably assured based on theguidance in ASC 605, Revenue Recognition.Contracts are signed to establish significant terms such as the price and services to be provided. We consider the price for our services to be fixed anddeterminable when we and our customers have signed the contracts. We assess the creditworthiness of our customers prior to signing the contracts to ensurecollectability is reasonably assured. Non-refundable payments received before all of the relevant criteria for revenue recognition are satisfied and are to berecognized ratably over a period are recorded as deferred revenue.Starting 2016, in order to better present the business, we changed our revenue reporting lines into media services, leads generation services and onlinemarketplace, from advertising services and dealer subscription services, with the comparative figures for the years ended December 31, 2014 and 2015revised accordingly. 69Table of ContentsMedia servicesMedia services revenues mainly includes revenues from automaker advertising services and regional marketing campaigns conducted by certainautomobile brands’ regional offices. The majority of our online advertising service arrangements involve multiple deliverables such as banneradvertisements, links and logos, other media insertions and promotional activities that are delivered over different periods of time.In determining its best estimated selling price for each deliverable, we considered our overall pricing model and objectives, as well as market orcompetitive conditions that may impact the price at which we would transact if the deliverable were sold regularly on a standalone basis. We monitor theconditions that affect its determination of selling price for each deliverable and reassess such estimates periodically. Revenue is recognized ratably when theadvertisements are published over the stated display period in the case of websites and mobile applications or when the services have been rendered in thecase of promotional activities. The amount recognized is limited to the amount that is not contingent upon the delivery of additional deliverables or meetingother specified performance conditions.Leads generation servicesLeads generation services primarily includes revenues from (i) dealer subscription services, (ii) advertising services sold to individual dealeradvertisers, and other value-added services. Under the dealer subscription services, we make available throughout the subscription period a webpage linkedto its websites where the dealers can publish information such as the pricing of their products, locations and addresses and other related information. Revenueis recognized ratably as services are provided over the subscription period.Online marketplaceOnline marketplace revenues mainly includes revenues from the new vehicle transaction business, which is composed of direct vehicle sales andcommission-based services facilitating transactions on the Autohome Mall platform and other platform-based service fee. For direct vehicle sales, werecognize revenue on a gross basis as it acts as the principal, is the primary obligor of the sales arrangements and is subject to inventory risk. Revenue fromdirect vehicle sales are recognized when a sales contract has been executed and the vehicle has been delivered. Under the commission-based servicearrangements, we earn commission for the new vehicle transactions facilitated through the Autohome Mall platform. Commission revenue is recognized afterthe vehicles are delivered to customers.Rebates and cash incentives provided to customersWe provide rebates to agency companies based on cumulative annual advertising and service volume or surrounding occasional activities. Weestimate our obligations under such agreements based on an evaluation of the likelihood of the agency companies’ achievement of the advertising andservice volume targets, giving consideration to the actual activity during the incentive period and, as appropriate, evaluation of the agency companies’purchase trends and history.We also provide cash incentives to automakers and dealers who participated in various incentive programs on our online transaction platform. Thecash incentives are accounted for as a reduction of revenue in accordance with ASC 605-50, “Revenue Recognition: Customer Payments and Incentives”.However, for the cash incentives not within the scope of ASC 605-50 and provided to the end users for the promotional purpose, they are recognized asexpense.We have estimated and recorded rebates and cash incentives to agency companies, dealers and automakers cumulatively amounting toRMB395.2 million, RMB578.5 million and RMB653.5 million (US$94.1 million) for the years ended December 31, 2014, 2015 and 2016, as a reduction ofrevenue, respectively. 70Table of ContentsIncome taxesWe account for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the differencebetween the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences areexpected to reverse. We record a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not thatsome portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income in the periodthat includes the enactment date.We apply ASC 740, Accounting for Income Taxes, to account for uncertainty in income taxes. ASC 740 prescribes a recognition threshold a taxposition is required to meet before being recognized in the financial statements. We have recorded unrecognized tax benefits in the other liabilities line itemin the accompanying consolidated balance sheets. We have elected to classify interest and penalties related to unrecognized tax benefits, if and whenrequired, as part of “income tax expense”, in the consolidated statements of operations data.Our estimated liability for unrecognized tax benefits and the related interest and penalties are periodically assessed for adequacy and may be affectedby changing interpretations of laws, rulings by tax authorities, changes and/or developments with respect to tax audits, and expiration of the statute oflimitations. The actual benefits ultimately realized may differ from our estimates. As each audit is concluded, adjustments, if any, are recorded in ourconsolidated financial statements. Additionally, in future periods, changes in facts and circumstances, and new information may require us to adjust therecognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in theperiod in which they occur.Fair Value Measurements of Financial InstrumentsOur financial instruments primarily comprise of cash and cash equivalents, restricted cash, short-term investments, accounts receivable, amounts duefrom related parties, prepaid expenses and other current assets, other non-current assets, accrued expenses and other payables, notes payable, and amounts dueto related parties. The carrying values of these financial instruments approximated their fair values due to the short-term maturity of these instruments.ASC topic 820 (“ASC 820”), Fair Value Measurements and Disclosures, establishes a three-tier fair value hierarchy, which prioritizes the inputs usedin measuring fair value as follows:Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active marketsLevel 2 – Include other inputs that are directly or indirectly observable in the marketplaceLevel 3 – Unobservable inputs which are supported by little or no market activityASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) costapproach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets orliabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on thevalue indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required toreplace an asset.Accounts Receivable and Allowance for Doubtful AccountsAccounts receivable are carried at net realizable value. An allowance for doubtful accounts is recorded in the period when a loss is probable based onan assessment of specific evidence indicating troubled collection, historical experience, accounts aging and other factors. An accounts receivable balance iswritten off after all collection effort has ceased. 71Table of ContentsInventoriesInventories consist of new vehicles held for sale, stated at the lower of cost or market. Cost is determined using the specific identification method. Ourpurchase arrangements with certain automakers entitle us to receive a specified amount of cash rebates if certain conditions are met during the stated rebateperiods. We account for these rebates in accordance with ASC 605-50, Revenue Recognition: Customer Payments and Incentives. Rebates relating to newvehicles purchased but still held by us as of the balance sheet date are recorded as a reduction to cost of inventories while rebates relating to new vehiclespurchased and sold during the reporting period are recorded as a reduction to cost of revenues.Adjustments are recorded to write down the cost of inventory to the estimated market value for slow-moving and damaged goods. The amount of write-down is also dependent upon factors such as inventory aging, historical and forecasted consumer demand, and promotional environment. Write-downs arerecorded in cost of revenues in the consolidated statements of operations data.GoodwillGoodwill represents the excess of the purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of anacquired business. Our goodwill at December 31, 2015 and 2016 were related to its acquisition of Cheerbright, China Topside and Norstar. In accordancewith ASC 350, Goodwill and Other Intangible Assets, recorded goodwill amounts are not amortized, but rather are tested for impairment annually or morefrequently if there are indicators of impairment present.Goodwill is tested for impairment at the reporting unit level on an annual basis (December 31 for us) and between annual tests if an event occurs orcircumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. These events or circumstancesinclude a significant change in stock prices, business environment, legal factors, financial performances, competition, or events affecting the reporting unit.Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities toreporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The estimation of fair value of reportingunit using a discounted cash flow methodology also requires significant judgments, including estimation of future cash flows, which is dependent on internalforecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of ourweighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results andmarket conditions. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for thereporting unit.Management has determined that we represent the lowest level within the entity at which goodwill is monitored for internal management purposes.Management evaluated the recoverability of goodwill by performing a qualitative assessment before using a two-step impairment test approach at thereporting unit level. Based on an assessment of the qualitative factors, management determined that it is more-likely-than-not that the fair value of thereporting unit is in excess of its carrying amount. Therefore, management concluded that it was not necessary to proceed to the two-step goodwill impairmenttest. No impairment loss was recorded for any of the years presented.If we reorganize our reporting structure in a manner that changes the composition of one or more of its reporting units, goodwill is reassigned based onthe relative fair value of each of the affected reporting units.Share-based CompensationWe account for share-based awards granted to employees under ASC 718, Compensation—Stock Compensation, which requires that share-basedawards granted to employees be measured based on the grant date fair value and recognized as compensation expense over the requisite service period (whichis generally the vesting period) in the consolidated statements of operations data. We have elected to recognize compensation expense using the straight-linemethod for all share-based awards granted with service conditions that have a graded vesting schedule. ASC 718 requires forfeitures to be estimated at thetime of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. 72Table of ContentsForfeiture rates are estimated based on historical and future expectations of employee turnover rates and are adjusted to reflect future changes incircumstances and facts, if any. Share-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those share-based awards that are expected to vest. To the extent that we revise these estimates in the future, the share-based payments could be materially impacted inthe period of revision, as well as in following periods. We, with the assistance of an independent third-party valuation firm, determined the fair value of thestock options granted to employees. The binomial option pricing model was applied in determining the estimated fair value of the options granted toemployees. Subsequent to the IPO, fair value of the ordinary shares is the price of our publicly traded shares.We account for a change in any of the terms or conditions of share-based awards as a modification in accordance with ASC subtopic 718-20,Compensation-Stock Compensation: Awards Classified as Equity, whereby the incremental fair value, if any, of a modified award, is recorded ascompensation cost on the date of modification for vested awards or over the remaining vesting period for unvested awards. The incremental compensationcost is the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before themodification.Results of OperationsThe following table presents our results of operations in absolute amounts and as a percentage of our total net revenues for the years indicated. For the Year Ended December 31, 2014 2015 2016 RMB % RMB % RMB US$ % (in thousands, except percentages) Net revenues Media services 1,287,437 60.4% 1,878,397 54.3% 2,347,626 338,128 39.4% Leads generation services 839,778 39.3 1,403,892 40.5 1,916,445 276,026 32.1 Online marketplace 5,734 0.3 181,686 5.2 1,697,550 244,498 28.5 Total net revenues 2,132,949 100.0 3,463,975 100.0 5,961,621 858,652 100.0 Cost of revenues(1) (381,498) (17.9) (669,121) (19.3) (2,393,165) (344,687) (40.1) Gross Profit 1,751,451 82.1 2,794,854 80.7 3,568,456 513,965 59.9 Operating expenses Sales and marketing expenses(1) (559,070) (26.2) (1,127,484) (32.6) (1,536,939) (221,365) (25.8) General and administrative expenses(1) (129,751) (6.1) (193,655) (5.6) (306,794) (44,188) (5.2) Product development expenses(1) (158,395) (7.4) (273,908) (7.9) (571,354) (82,292) (9.6) Operating profit 904,235 42.4 1,199,807 34.6 1,153,369 166,120 19.3 Interest income 34,682 1.6 63,218 1.8 88,168 12,699 1.5 Earnings/(loss) from equity method investments — — 102 0.0 (6,638) (956) (0.1) Other income, net 2,544 0.1 13,064 0.4 13,953 2,010 0.2 Income before income taxes 941,461 44.1 1,276,191 36.8 1,248,852 179,873 20.9 Income tax expense (192,781) (9.0) (285,542) (8.2) (32,629) (4,700) (0.5) Net income 748,680 35.1 990,649 28.6 1,216,223 175,173 20.4 Net loss attributable to noncontrolling interests — — — — 11,691 1,684 0.2 Net income attributable to Autohome Inc. 748,680 35.1% 990,649 28.6% 1,227,914 176,857 20.6% (1)Including share-based compensation expenses as follows: For the Year Ended December 31, 2014 2015 2016 RMB % RMB % RMB US$ % (in thousands, except percentages) Allocation of Share-Based Compensation Expenses Cost of revenues 8,048 0.4% 6,939 0.2% 12,310 1,773 0.2% Sales and marketing expenses 14,644 0.7 36,584 1.1 50,814 7,319 0.9 General and administrative expenses 20,557 1.0 40,142 1.1 77,965 11,229 1.3 Product development expenses 13,417 0.6 24,280 0.7 54,304 7,821 0.9 Total share-based compensation expenses 56,666 2.7% 107,945 3.1% 195,393 28,142 3.3% 73Table of ContentsYear Ended December 31, 2016 Compared to Year Ended December 31, 2015Net Revenues. Our net revenues increased by 72.1% from RMB3,464.0 million in 2015 to RMB5,961.6 million (US$858.7 million) in 2016. Thisincrease was due to the significant revenue growth from our online marketplace and a 29.9% increase in revenues from media and leads generation services.Media services. Our media services revenues increased by 25.0% from RMB1,878.4 million in 2015 to RMB2,347.6 million (US$338.1 million) in2016. This increase was due to increased revenue from automaker advertising services and regional marketing campaigns conducted by certain automobilebrands’ regional offices.The increase in revenues from our media services was attributable to 14.5% increase in average revenue per automaker advertiser fromRMB21.6 million in 2015 to RMB24.7 million (US$3.6 million) in 2016, as automakers continued to allocate more of their advertising budgets to our onlineadvertising and marketing channels.Leads generation services. Leads generation services revenues increased by 36.5% from RMB1,403.9 million in 2015 to RMB1,916.4 million(US$276.0 million) in 2016. The increase in leads generation services revenues was mainly driven by 23.8% year-over-year increase in average revenue perpaying dealer from RMB64.2 thousand in 2015 to RMB79.5 thousand in 2016 as dealers continue to allocate a greater portion of their budgets to ourservices. We provided leads generation services to 24,096 dealers in 2016, compared with 21,858 dealers in 2015.Online marketplace. Online marketplace revenues were RMB1,697.6 million (US$244.5 million) in 2016 compared to RMB181.7 million in 2015.Revenues from direct vehicle sales were RMB133.6 million and RMB1,635.1 million (US$235.5 million) in 2015 and 2016, respectively, accounting for73.6% and 96.3% of online marketplace revenues. We sold a total of 937 and 17,738 new vehicles under direct vehicle sales in 2015 and 2016, respectively.Cost of Revenues. Our cost of revenues increased by 257.7% from RMB669.1 million in 2015 to RMB2,393.2 million (US$344.7 million) in 2016,primarily due to an increase in cost of sales related to direct vehicle sales.Content-related Costs. Our content-related costs increased by 45.9% from RMB184.6 million in 2015 to RMB269.3 million (US$38.8 million) in2016, primarily due to a 36.7% increase of salaries and benefits of our editorial personnel (including share-based compensation expenses) fromRMB84.9 million in 2015 to RMB116.0 million (US$16.7 million) in 2016. Our content-related costs included share-based compensation expenses, whichincreased from RMB6.9 million in 2015 to RMB12.3 million (US$1.8 million) in 2016.Depreciation and Amortization Expenses. Our depreciation and amortization expenses were RMB42.6 million (US$6.1 million) in 2016 compared toRMB43.2 million in 2015. 74Table of ContentsBandwidth and IDC Costs. Our bandwidth and IDC costs increased by 33.1% from RMB38.9 million in 2015 to RMB51.8 million (US$7.5 million) in2016, primarily due to increased bandwidth and IDC requirements to fulfill the growth of our user traffic, improve the user experience and enhance our bigdata analysis capabilities.VAT and Surcharges. VAT and related surcharges increased by 29.6% from RMB269.5 million for 2015 to RMB349.4 million (US$50.3 million) in2016, as a result of increased revenues.Cost of sales, including tax. Cost of sales including tax were RMB1,680.1 million ($242.0 million) in 2016 compared to RMB132.9 million 2015. Niland RMB50.2 million (US$7.2 million) of write-down was recorded in cost of sales in 2015 and 2016, respectively.Operating Expenses. Our operating expenses increased by 51.4% from RMB1,595.0 million in 2015 to RMB2,415.1 million (US$347.8 million) in2016, primarily due to increases in sales and marketing expenses, product development expenses and general and administrative expenses.Sales and Marketing Expenses. Our sales and marketing expenses increased by 36.3% from RMB1,127.5 million in 2015 to RMB1,536.9 million(US$221.4 million) in 2016. This increase was primarily due to (i) a 38.3% increase in marketing and promotional expenses from RMB635.6 million in 2015to RMB879.1 million (US$126.6 million) in 2016, mainly in connection with the promotion of our mobile platforms including mobile applications, and(ii) a 27.0% increase in salaries and benefits (including share-based compensation expenses) from RMB416.2 million in 2015 to RMB528.6 million(US$76.1 million) in 2016, which is in line with our overall growth. As a percentage of net revenues, sales and marketing expenses decreased from 32.6% in2015 to 25.8% in 2016. Our sales and marketing expenses in 2016 included share-based compensation expenses of RMB50.8 million (US$7.3 million),compared to RMB36.6 million in 2015.General and Administrative Expenses. Our general and administrative expenses increased by 58.4% from RMB193.7 million in 2015 toRMB306.8 million (US$44.2 million) in 2016. This increase was primarily attributable to a 79.5% increase in salaries and benefits (including share-basedcompensation expenses) from RMB106.1 million in 2015 to RMB190.4 million (US$27.4 million) in 2016. As a percentage of net revenues, general andadministrative expenses decreased from 5.6% in 2015 to 5.2% in 2016. Our general and administrative expenses for 2016 included share-based compensationexpenses of RMB78.0 million (US$11.2 million), compared to RMB40.1 million in 2015.Product Development Expenses. Our product development expenses increased by 108.6% from RMB273.9 million in 2015 to RMB571.4 million(US$82.3 million) in 2016. The increase was primarily attributable to a 107.4% increase in salaries and benefits (including share-based compensationexpenses) from RMB243.8 million in 2015 to RMB505.7 million (US$72.8 million) in 2016, as a result of the increase of product development headcount,which is in line with our overall growth and continuous reinvestment in future growth opportunities. As a percentage of net revenues, product developmentexpenses increased from 7.9% in 2015 to 9.6% in 2016. Our product development expenses for 2016 included share-based compensation expenses ofRMB54.3 million (US$7.8 million), compared to RMB24.3 million in 2015.Income before Income Taxes. Our income before income taxes was RMB1,248.9 million (US$179.9 million) in 2016 compared toRMB1,276.2 million in 2015.Income Tax Expense. We incurred income tax expense of RMB32.6 million (US$4.7 million) in 2016, a significant decrease compared withRMB285.5 million in 2015, primarily due to change in the enacted tax rate of Beijing Prbrownies which resulted in tax benefit of RMB173.6 million ($25.0million) being recorded in 2016.Net Income Attributable to Autohome Inc.. As a result of the foregoing, we had net income attributable to Autohome Inc. of RMB1,227.9 million(US$176.9 million) in 2016, increased by 24.0% compared with net income attributable to Autohome Inc. of RMB990.6 million in 2015. 75Table of ContentsYear Ended December 31, 2015 Compared to Year Ended December 31, 2014Net Revenues. Our net revenues increased by 62.4% from RMB2,132.9 million in 2014 to RMB3,464.0 million in 2015. This increase was due toincreases in both our media services revenues and our leads generation services revenues, as well as our online marketplace revenues.Media services. Our media services revenues increased by 45.9% from RMB1,287.4 million in 2014 to RMB1,878.4 million in 2015. This increase wasdue to our increased revenues from automaker advertising services and regional marketing campaigns conducted by certain automobile brands’ regionaloffices.The increase in revenues from our media services was attributable to 42.5% increase in average revenue per automaker advertiser fromRMB15.1 million in 2014 to RMB21.6 million in 2015, as automakers continued to allocate more of their advertising budgets to our online advertising andmarketing channels.Leads generation services. Leads generation services revenues increased by 67.2% from RMB839.8 million in 2014 to RMB1,403.9 million in 2015.The increase in leads generation services revenues was mainly driven by 37.5% year-over-year increase in average revenue per paying dealer fromRMB46.7 thousand in 2014 to RMB64.2 thousand in 2015 as dealers continue to allocate a greater portion of their budgets to our services. We providedleads generation services to 21,858 dealers in 2015, compared with 17,972 dealers in 2014.Online marketplace. Online marketplace revenues increased substantially from RMB5.7 million in 2014 to RMB181.7 million in 2015. Revenues fromdirect vehicle sales were nil and RMB133.6 million in 2014 and 2015, respectively, accounting for nil and 73.6% of online marketplace revenues. We sold atotal of nil and 937 new vehicles under direct vehicle sales in 2014 and 2015, respectively.Cost of Revenues. Our cost of revenues increased by 75.4% from RMB381.5 million in 2014 to RMB669.1 million in 2015, primarily due to increasesin cost of sales related to direct vehicle sales, content-related costs and VAT and surcharges.Content-related Costs. Our content-related costs increased by 44.3% from RMB127.9 million in 2014 to RMB184.6 million in 2015, primarily due toa 33.0% increase of salaries and benefits of our editorial personnel (including share-based compensation expenses) from RMB63.8 million in 2014 toRMB84.9 million in 2015. Our content-related costs included share-based compensation expenses, which decreased from RMB8.0 million in 2014 toRMB6.9 million in 2015.Depreciation and Amortization Expenses. Our depreciation and amortization expenses increased by 36.1% from RMB31.7 million in 2014 toRMB43.2 million in 2015, primarily due to an increase in depreciation expenses related to servers purchased and leasehold improvement along with businessexpansion, partially offset by a decrease in amortization of acquired intangible assets, including domain names and licensing agreement.Bandwidth and IDC Costs. Our bandwidth and IDC costs increased by 26.6% from RMB30.7 million in 2014 to RMB38.9 million in 2015, primarilydue to increased bandwidth and IDC requirements to fulfill the growth of our user traffic and new business.VAT and Surcharges. VAT and related surcharges increased by 41.0% from RMB191.2 million for 2014 to RMB269.5 million for 2015, as a result ofincreased revenues.Cost of sales, including tax. Cost of sales including tax were RMB132.9 million in 2015 compared to nil in 2014.Operating Expenses. Our operating expenses increased by 88.3% from RMB847.2 million in 2014 to RMB1,595.0 million in 2015, primarily due toincreases in sales and marketing expenses, product development expenses and general and administrative expenses as the Company has been reinvesting forfuture growth opportunities. 76Table of ContentsSales and Marketing Expenses. Our sales and marketing expenses increased by 101.7% from RMB559.1 million in 2014 to RMB1,127.5 million in2015. This increase was primarily due to (i) a 109.4% increase in promotional and marketing expenses from RMB303.6 million in 2014 toRMB635.6 million in 2015, in connection with the promotion of the Company’s brands through search engines, mobile platforms and navigation sites, a10-year anniversary campaign, and offline promotional activities such as a nationwide group-buy campaign and (ii) a 94.8% increase in salaries and benefits(including share-based compensation expenses) from RMB213.6 million in 2014 to RMB416.2 million in 2015, due to an increase in sales and marketingheadcount, which is in line with the Company’s rapid growth. As a percentage of net revenues, sales and marketing expenses increased from 26.2% in 2014 to32.6% in 2015. Our sales and marketing expenses in 2015 included share-based compensation expenses of RMB36.6 million, compared to RMB14.6 millionin 2014.General and Administrative Expenses. Our general and administrative expenses increased by 49.3% from RMB129.8 million in 2014 toRMB193.7 million in 2015. This increase was primarily attributable to a 39.8% increase in salaries and benefits (including share-based compensationexpenses) from RMB75.9 million in 2014 to RMB106.1 million in 2015. As a percentage of net revenues, general and administrative expenses decreasedfrom 6.1% in 2014 to 5.6% in 2015. Our general and administrative expenses for 2015 included share-based compensation expenses of RMB40.1 million,compared to RMB20.6 million in 2014.Product Development Expenses. Our product development expenses increased by 72.9% from RMB158.4 million in 2014 to RMB273.9 million in2015. The increase was primarily attributable to a 75.3% increase in salaries and benefits (including share-based compensation expenses) by fromRMB139.1 million in 2014 to RMB243.8 million in 2015, due to the increase in product development headcount. As a percentage of net revenues, productdevelopment expenses increased from 7.4% in 2014 to 7.9% in 2015. Our product development expenses for 2015 included share-based compensationexpenses of RMB24.3 million, compared to RMB13.4 million in 2014.Income before Income Taxes. Our income before income taxes increased by 35.6% from RMB941.5 million in 2014 to RMB1,276.2 million in 2015.Income Tax Expense. We incurred income tax expense of RMB285.5 million in 2015, compared with RMB192.8 million in 2014, primarily due to thegrowth of our income before income taxes. As a percentage of our income before income taxes, our income tax expenses were 20.5% in 2014 and 22.4% in2015.Net Income Attributable to Autohome Inc.. As a result of the foregoing, we had net income attributable to Autohome Inc. of RMB990.6 million in2015, compared with net income attributable to Autohome Inc. of RMB748.7 million in 2014.InflationSince our inception, inflation in China has not materially impacted our results of operations. According to the National Bureau of Statistics of China,the consumer price index in China increased by 2.0%, 1.4% and 2.0% in 2014, 2015 and 2016, and the year-over-year percent changes in the consumer priceindex for December 2014, 2015, and 2016 were increases of 1.5%, 1.6%, and 2.1%, respectively. Although we have not in the past been materially affectedby inflation since our inception, we can provide no assurance that we will not be affected in the future by higher rates of inflation in China.Recent Accounting PronouncementsIn July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”). The amendments in this update simplifythe measurement of inventory. ASU 2015-11 states that an entity should measure inventory at the lower of cost and net realizable value. The amendments inASU 2015-11 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in ASU2015-11 should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of theguidance is not expected to have significant impact on our consolidated financial statements. 77Table of ContentsIn August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers-Deferral of the effective date (“ASU 2015-14”). Theamendments in ASU 2015-14 defer the effective date of ASU No. 2014-09, Revenue from Contracts with Customers issued in May 2014. Further in 2016, as aclarification of the new revenue guidance, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers - Principal versus AgentConsiderations (Reporting Revenue Gross versus Net) (“ASU 2016-08”), ASU No. 2016-10, Revenue from Contracts with Customers—IdentifyingPerformance Obligations and Licensing (“ASU 2016-10”), ASU No. 2016-12, Revenue from Contracts with Customers—Narrow-Scope Improvements andPractical Expedients (“ASU 2016-12”), and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts withCustomers (“ASU 2016-20”). The amendments in ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 do not change the core principle of theguidance. All the above amendments regarding the new revenue guidance are effective for annual reporting periods beginning after December 15, 2017,including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning afterDecember 15, 2016, including interim reporting periods within that reporting period. We will apply the new revenue guidance beginning January 1, 2018and will not early adopt. We have set up a revenue project team and is in the process of evaluating the contracts of each revenue stream to determine theimpact on our consolidated financial statements. We plan to continue the evaluation, analysis, and documentation of its adoption of ASU 2014-09 (includingthose subsequently issued updates that clarify ASU 2014-09’s provisions) throughout 2017 and finalize determination of the impact that the adoption willhave on our consolidated financial statements under the new standard.In November 2015, the FASB issued ASU No. 2015-17, Income Taxes-Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). Theamendments in this update simplify the presentation of deferred income taxes. ASU 2015-17 requires that deferred tax liabilities and assets be classified asnoncurrent in a classified statement of financial position. The amendments in ASU 2015-17 are effective for fiscal years beginning after December 15, 2016including interim periods within those fiscal years. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period.The amendments in this Update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. Wewill adopt the guidance on a retrospective basis starting from the first quarter of 2017 and present all the deferred tax assets and liabilities as non-currentitems on our consolidated balance sheets, including comparative periods.In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). Under the new provisions, all lessees will report a right-of-use asset anda liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall intoone of two categories: (i) financing leases, similar to capital leases, which will require the recognition of an asset and liability, measured at the present valueof the lease payments and (ii) operating leases which will require the recognition of an asset and liability measured at the present value of the lease payments.Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveragedleases. For sale leaseback transactions, the sale will only be recognized if the criteria in the new revenue recognition standard are met. It is expected to beeffective for fiscal years and interim periods beginning after December 15, 2018 for public entities. Early application is permitted. We are currentlyevaluating the impact of adopting this guidance.In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based PaymentAccounting (“ASU 2016-09”). The amendments in ASU 2016-09 simplify the several aspects of the accounting for share-based payment transactions,including the income tax consequences, classification of awards as either equity or liabilities, forfeitures, and classification on the statement of cash flows.The amendments in ASU 2016-09 are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Theadoption of the guidance is not expected to have significant impact on our consolidated financial statements.In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (“ASU2016-15”). The amendments in ASU 2016-15 address eight specific cash flow issues with the objective of reducing the existing diversity in practice. Theamendments in ASU 2016-15 are effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Theadoption of the guidance is not expected to have significant impact on our consolidated financial statements.In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 320): Restricted Cash (“ASU 2016-18”). The amendments inASU 2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generallydescribed as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should beincluded with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.The amendments in ASU 2016-18 are effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Theadoption of the guidance is not expected to have significant impact on our consolidated financial statements. 78Table of ContentsB.Liquidity and Capital ResourcesCash Flows and Working CapitalOur principal sources of liquidity are cash generated from our operating activities and our issuance of ADSs. In December 2013, we completed ourinitial public offering and raised net proceeds of US$142.6 million, after deducting underwriting commissions and discounts and expenses. In November2014, we completed our 2014 Offering and raised net proceeds of US$97.3 million, after deducting underwriting commissions and discounts and expenses.Our principal uses of cash for 2014, 2015 and 2016 were operating activities, including employee compensation, tax expenses, marketing expenses,bandwidth and IDC costs and purchase of vehicles, investments and capital expenditures. As of December 31, 2016, we had cash and cash equivalents,restricted cash and short-term investments altogether amounting to RMB5,733.3 million (US$825.8 million).We believe that our current cash and anticipated cash flow from operations, together with the net proceeds that we received from our equity offerings,will be sufficient to meet our anticipated cash needs, including our cash needs for at least the next 12 months. We may require additional cash due tounanticipated business conditions or other future developments. If our existing cash is insufficient to meet our requirements, we may seek to sell additionalequity securities, debt securities or secure debt funding from financial institutions.We expect to continue to accrue for staff welfare benefits including medical insurance, housing funds, pension benefits, unemployment insurance,maternity insurance and work-related injury insurance based on certain percentages of the employees’ respective salaries and to make cash contributions tostate-sponsored plans out of the amounts accrued. The amount of such cash contributions may increase due to our expanding workforce as we grow ourbusiness or increase wage levels. However, we do not expect that any such increases will have a material effect on our liquidity.The following table sets forth a summary of our cash flows for the years indicated. For the Year Ended December 31, 2014 2015 2016 RMB RMB RMB US$ (in thousands) Net cash generated from operating activities 1,023,743 1,461,841 1,625,896 234,178 Net cash used in investing activities (1,759,517) (407,657) (514,906) (74,163) Net cash generated from financing activities 647,396 30,200 27,920 4,021 Effect of exchange rate on cash and cash equivalents 4,181 13,847 2,354 340 Net increase/(decrease) in cash and cash equivalents (84,197) 1,098,231 1,141,264 164,376 Cash and cash equivalents at beginning of year 1,138,613 1,054,416 2,152,647 310,046 Cash and cash equivalents at end of year 1,054,416 2,152,647 3,293,911 474,422 79Table of ContentsOperating ActivitiesNet cash generated from operating activities was RMB1,625.9 million (US$234.2 million) for 2016. This amount was primarily attributable to netincome of RMB1,216.2 million (US$175.2 million), (a) adjusted for (i) certain non-cash expenses, primarily share-based compensation expenses ofRMB195.4 million (US$28.1 million), deferred income taxes of RMB103.8 million (US$15.0 million), depreciation of property and equipment ofRMB65.2 million (US$9.4 million), and write-down of inventories and prepayment for vehicle purchase cost of RMB50.2 million (US$7.2 million) and(ii) changes in operating assets and liabilities that positively affected operating cash flow, primarily an increase in accrued expenses and other payables ofRMB308.9 million (US$44.5 million), an increase in deferred revenue of RMB139.7 million (US$20.1 million) and a decrease in restricted cash ofRMB51.8 million (US$7.5 million), (b) partially offset by changes in operating assets and liabilities that negatively affected operating cash flow, primarily adecrease in notes payable of RMB143.9 million (US$20.7 million), an increase in accounts receivable of RMB132.8 million (US$19.1 million) and increasein prepaid expenses and other current assets of RMB77.6 million (US$11.2 million). The increase in accrued expenses and other payables was mainly due tothe increase in accrued rebates to advertising agencies in accordance with growth of media service revenues, accrual for the year-end bonuses to employeesduring the period and customer deposit received. The increase in deferred revenue was mainly attributable to the growth of our dealer subscription services.The decrease in restricted cash and notes payable was primarily due to the maturity and settlement of short-term bank acceptance notes used for the purchaseof new vehicles. The increase in accounts receivable was primarily due to the increase of our media services. The increase in prepaid expenses and othercurrent assets was mainly due to the advance payment for purchase of new vehicles.Net cash generated from operating activities was RMB1,461.8 million for 2015. This amount was primarily attributable to net income ofRMB990.6 million, (a) adjusted for (i) certain non-cash expenses, primarily share-based compensation expenses of RMB107.9 million, depreciation ofproperty and equipment of RMB51.3 million and deferred income taxes of RMB6.5 million, and (ii) changes in operating assets and liabilities that positivelyaffected operating cash flow, primarily an increase in deferred revenue of RMB433.7 million and an increase in accrued expenses and other payables ofRMB316.7 million, and (b) partially offset by changes in operating assets and liabilities that negatively affected operating cash flow, primarily an increase inaccounts receivable of RMB340.9 million and increase in prepaid expenses and other current assets of RMB264.4 million and inventories ofRMB111.7 million. The increase in deferred revenues was mainly attributable to the growth of our dealer subscription services. The increase in accruedexpenses and other payables was mainly due to the increase in accrued rebates to advertising agencies in accordance with growth of revenue and accrual forthe year-end bonuses to employees during the period. The increase in accounts receivable was primarily due to the increase of our advertising services. Theincrease in prepaid expenses and inventories was mainly due to the advance payment for and purchase of vehicles.Net cash generated from operating activities was RMB1,023.7 million for 2014. This amount was primarily attributable to net income ofRMB748.7 million, (a) adjusted for (i) certain non-cash expenses, primarily share-based compensation expenses of RMB56.7 million, depreciation ofproperty and equipment of RMB35.1 million and deferred income taxes of RMB5.3 million, and (ii) changes in operating assets and liabilities that positivelyaffected operating cash flow, primarily an increase in deferred revenue of RMB225.6 million and an increase in accrued expenses and other payables ofRMB201.4 million, and (b) partially offset by changes in operating assets and liabilities that negatively affected operating cash flow, primarily an increase inaccounts receivable of RMB271.0 million. The increase in deferred revenues was mainly attributable to the growth of our dealer subscription services. Theincrease in accounts receivable was primarily due to the increase of our advertising service sales. The increase in accrued expenses and other payables wasmainly due to the increase in accrued rebates to advertising agencies in accordance with growth of revenue and accrual for the year-end bonuses toemployees during the period.Investing ActivitiesNet cash used in investing activities was RMB514.9 million (US$74.2 million) in 2016, which was primarily attributable to the purchase of termdeposits and adjustable-rate financial products, capital expenditures primarily related to purchase of electronic equipment and leasehold improvements andinvestment in our new joint ventures.Net cash used in investing activities was RMB407.7 million in 2015, which was primarily attributable to the purchase of term deposits, the investmentin our new joint ventures and the capital expenditures primarily related to purchase of electronic equipment and leasehold improvements.Net cash used in investing activities was RMB1,759.5 million in 2014, which was primarily attributable to the purchase of term deposits. 80Table of ContentsFinancing ActivitiesNet cash generated from financing activities in 2016 was RMB27.9 million (US$4.0 million), which was primarily attributable to proceeds fromexercise of share-based awards.Net cash generated from financing activities in 2015 was RMB30.2 million, which was attributable to proceeds from exercise of share-based awards.Net cash generated from financing activities in 2014 was RMB647.4 million, which was primarily attributable to the net proceeds from our 2014Offering of RMB604.0 million and the decrease in restricted cash of RMB245.0 million, partially offset by the payment of the final installment for therepurchase of common stock from Mr. Jiang Lan, a former director of our company, of RMB227.0 million, pursuant to the West Crest Share Purchase.In connection with financing the first installment payable to Mr. Jiang Lan under the West Crest Share Purchase, we entered into a short-term loanfacility agreement with The Hongkong and Shanghai Banking Corporation Limited, Hong Kong, on November 18, 2013 in the amount ofRMB230.3 million. The term of this loan was three months, with an interest rate of LIBOR plus 0.9% and a maturity of three months from the date of firstdrawdown. This short-term facility was secured by RMB denominated bank deposits of RMB245.0 million placed with HSBC Bank (China) CompanyLimited, which increased restricted cash for 2013. We repaid this loan in full in 2013 and subsequently the pledged RMB denominated bank deposits werereleased in early 2014.Capital ExpendituresCash outflow in connection with capital expenditures amounted to RMB42.8 million, RMB89.2 million and RMB88.8 million (US$12.8 million) in2014, 2015 and 2016, respectively. These capital expenditures were primarily used to purchase equipment for our business and leasehold improvements.Holding Company StructureOur ability to pay dividends is primarily dependent on our receiving distributions of funds from our subsidiaries. Relevant PRC statutory laws andregulations permit payments of dividends by our PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRCaccounting standards and regulations. The results of operations reflected in the consolidated financial statements prepared in accordance with U.S. GAAPdiffer from those reflected in the statutory financial statements of our PRC subsidiaries.Under PRC law, our PRC subsidiaries are required to provide for certain statutory reserves, namely a general reserve, an enterprise expansion fund and astaff welfare and bonus fund and allocate at least 10% of their after-tax profits on an individual company basis as determined under PRC accountingstandards to the general reserve, and have the right to discontinue allocations to the general reserve if such reserve has reached 50% of registered capital onan individual company basis. In addition, they are also required to make appropriations to the enterprise expansion fund and staff welfare and bonus fund atthe discretion of their respective boards of directors. Our VIEs in the PRC are also subject to similar statutory reserve requirements. These reserves can only beused for specific purposes and are not transferable to us in the form of loans, advances or cash dividends. As of December 31, 2014, 2015 and 2016, our PRCsubsidiaries and VIEs had appropriated RMB8.8 million, RMB19.2 million and RMB36.0 million (US$5.2 million), respectively, of retained earnings fortheir statutory reserves.As a result of these PRC laws and regulations, prior to allocations of after-tax profits to the statutory reserves, our PRC subsidiaries and VIEs arerestricted in their ability to transfer a portion of their net assets to us.Foreign exchange and other regulation in the PRC may further restrict our PRC subsidiaries and VIEs from transferring funds to us in the form ofdividends, loans and advances. As of December 31, 2015 and 2016, the amounts of the net restricted assets of our PRC subsidiaries and VIEs wereRMB3,740.5 million and RMB5,165.7 million (US$744.0 million), respectively. 81Table of ContentsC.Research and Development, Patents and Licenses, Etc.Technology and Product DevelopmentOur technologies and infrastructure are critical to our success. We follow a user-centric strategy for our system architecture and have developed robustand scalable technology platforms with sufficient flexibility to support our rapid growth.A key component of our user-centric strategy is our user intelligence engine which we have developed and are continually enhancing. Our userintelligence engine allows us to rapidly gather user intelligence by analyzing large amounts of data from many sources throughout our content productionsystem. We can utilize such user intelligence data to personalize user interfaces, associate and understand the relationship of information from differentsources and facilitate interactions among users and various elements on our websites and mobile applications. It also helps us recommend suitable products,services and user connections to our users. Through our user intelligence engine, we can engage our users more closely by providing them with relevantcontent. We are also able to provide precision marketing services to our automakers, dealers and other automotive-related customers so that they can deliverrelevant advertisements to targeted users who are more receptive to such marketing information.We distribute our web content to numerous network nodes close to our users by utilizing the content delivery networks, allowing most of our usercommunications to bypass internet congestion. With our technological expertise, we manage the content delivery networks to enhance our websiteresponsiveness and to improve user experience. As such, we believe our websites have a performance advantage over other automotive vertical websites.We invested heavily in mobile technologies and were among the earliest in our industry in China to introduce a mobile version of our websites andboth Apple iOS- and Android-based applications to allow our users to easily access our content. We have built up a team of research and developmentpersonnel to focus exclusively on the development of our mobile websites and applications and to explore new business models and opportunities throughmobile technology. We plan to continue to leverage our mobile technology to enhance the functions and user interface of our mobile applications for AppleiOS- and Android- platforms focusing on convenience, real-time interaction and location based services.We had an experienced product development team of 1,379 engineers as of December 31, 2016. Our past innovation has focused on helping usersresearch, select and purchase suitable automobiles through our websites. We plan to develop additional products and services for our mobile applications andmedia-related technology, enhance the big data analysis capabilities and augmented reality related technologies. Our product development expenses wereRMB158.4 million, RMB273.9 million and RMB571.4 million (US$82.3 million) for the years ended December 31, 2014, 2015 and 2016, respectively.Intellectual PropertyOur intellectual property includes trademarks and trademark applications related to our brands and services, software copyrights, trade secrets and otherintellectual property rights and licenses. We seek to protect our intellectual property assets and brands through a combination of trademark, patent, copyrightand trade secret protection laws in the PRC and other jurisdictions, as well as through confidentiality agreements and other measures.We hold and (both mean “auto home” in English) and “AUTOHOME®” trademarks in China. In addition, as at December 31, 2016,we held 110 pending trademark applications and 129 registered trademarks in China. As at the same date, we had 55 registered domain names, including ourmain website domain names, autohome.com.cn and che168.com, 103 pending patent applications and 51 registered patents. We had 189 computer softwarecopyrights as of December 31, 2016. D.Trend InformationOther than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events since thebeginning of our fiscal year 2016 that are reasonably likely to have a material effect on our net revenues, income from operations, profitability, liquidity orcapital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial condition. 82Table of ContentsE.Off-Balance Sheet ArrangementsWe have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have notentered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity. Furthermore, we do not have any retained orcontingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have anyvariable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or researchand development services with us. F.Tabular Disclosures of Contractual ObligationsThe following summarizes our contractual obligations as of December 31, 2016: Payments Due by Period Less than 1Year 1 to 3 years 3 to 5 Years More than 5Years Total (in thousands of RMB) Operating lease obligations(1) 108,202 139,639 — — 247,841 (1)Operating lease obligations primarily related to the lease of office space.Rental expenses for the years ended December 31, 2014, 2015 and 2016 were RMB30.5 million, RMB49.9 million and RMB84.7 million (US$12.2million), respectively. G.Safe HarborSee “Forward-Looking Statements” on page 2 of this annual report.ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A.Directors and Senior ManagementThe following table sets forth information regarding our directors and executive officers as of the date of this annual report. Directors and Executive Officers Age Position/TitleMin Lu 56 Chairman of the Board and Chief Executive OfficerDong Liu 52 DirectorHan Qiu 42 DirectorGuo Ping Wang 53 DirectorYan Kang 45 Director and PresidentJulian Jiun-Lang Wang 46 Director and Chief Financial OfficerJunling Liu 52 Independent DirectorTianruo Pu 48 Independent DirectorDazong Wang 62 Independent DirectorMr. Min Lu has served as our chairman of the board and chief executive officer since June 2016. Before joining our company, Mr. Min Lu was the chiefof the strategy center of Ping An Insurance (Group) Company of China, Ltd., or Ping An Group. Having worked at Ping An for 20 years, Mr. Lu is anexperienced professional in the Chinese insurance industry, as well as a specialist in strategic development. Mr. Lu has also served as deputy general managerof Ping An Life Insurance Company of China, Ltd., or Ping An Life, and general manager of the bank assurance business unit of Ping An Life. From 2009 to2014, Mr. Lu served as chairman and chief executive officer of Ping An Health Insurance Company of China, Ltd. Mr. Lu holds an MBA degree from theUniversity of Dundee. 83Table of ContentsMr. Dong Liu has served as our director since June 2016. Mr. Dong Liu joined Ping An Group in 2014 and is currently deputy general manager ofChina Ping An Trust Co., Ltd., or Ping An Trust, and general manager of the Private Equity Investments Group. Prior to joining Ping An Group, Mr. Liu waschief representative of the Government of Singapore Investment Corporation, or GIC, Greater China, and Senior Vice President of GIC from 2007 to 2014,principal investment officer of IFC China from 2003 to 2007, senior investment officer of the International Finance Corporation, part of The World BankGroup, in Washington D.C. from 1998 to 2003 and senior economist at The World Bank Group in Washington D.C. from 1994 to 1998. Mr. Liu has morethan 20 years of international and domestic investment experience. Since returning to China in 2003, Mr. Liu has led investments in sectors such as theconsumer, healthcare, education, environmental protection, financial services, technology and agribusiness industries.Ms. Han Qiu has served as our director since June 2016. Ms. Han Qiu is the general manager of ShenZhen Qianhai Credit Service Company and thedeputy general manager of Shanghai Yizhangtong Network Technology Co., Ltd., subsidiaries of Ping An Group. With over 15 years of experience infinance, risk management and data science, Ms. Qiu has deep technical knowledge in big data and analytics. Prior to her current role, Ms. Qiu headed theGroup Big Data Center at Ping An Group. In addition, Ms. Qiu has served as head of change at Standard Chartered Bank and vice president of businessintelligence at Fullerton Financial Holdings/Temasek Holdings. Ms. Qiu has also previously worked as an associate at McKinsey & Company and heldtechnical leadership positions at GE Money/GE Capital.Mr. Guo Ping Wang has served as our director since June 2016. Mr. Guo Ping Wang joined Ping An Group in 1997 and currently serves as the deputygeneral manager of Ping An Property & Casualty Insurance Company (“PAIC”) since March 2013. Over his eighteen years with Ping An Group, Mr. Wang hasserved in multiple positions. From 2002 to 2008, Mr. Wang successively served as deputy general manager of the auto insurance department and auto &casualty insurance claim department of PAIC. From 2008 to 2012, Mr. Wang held the position of general manager in the Fujian branch of PAIC and thereafterserved as executive assistant at Ping An Processing & Technology (Shenzhen) Co. Ltd. until February 2013.Mr. Yan Kang has served as our president since June 2016 and our director since September 2016. Mr. Kang has over 20 years of experience inmanagement consulting and in industry. He was most recently a director and senior partner at Bain & Company based in Beijing, and co-led Bain’s Asia-Pacific Digital practice, as well as being an expert in the firm’s Consumer Products and Financial Services practices. As a digital expert, Mr. Kang workedwith clients to address the growth opportunities that new digital technologies enable. Prior to joining Bain, he worked at other consultancies both in Chinaand the U.S., and before that worked at Royal Dutch Shell plc in China. Mr. Kang holds a bachelor’s degree from Tsinghua University and an MBA degreefrom the Yale School of Management.Mr. Julian Jiun-Lang Wang has served as our Chief Financial Officer since June 2016 and our director since September 2016. Mr. Wang has over 20years of experience as a project manager, chief financial officer and chief operating officer with various companies. He was most recently the chief operatingofficer at cnYES.com, a leading online financial portal in Taiwan, where he led monetization initiatives as well as supervised corporate functions includingaccounting, legal, administration and MIS. From 2013 to 2014 he was the chief executive officer of Pinganfang.com, a subsidiary of Ping An Group whichfocuses on the real estate sector through an online to offline (O2O) strategy. Prior to this, Mr. Wang was the chief financial officer of Anjuke.com, a leadingonline real estate company in China. He has also worked as head of equity research at Deutsche Bank and ABN Amro in Taiwan, and been a managementconsultant at McKinsey as well as the country manager for eBay in Taiwan. He holds a bachelor’s degree from National Taiwan University and an MBAdegree from Harvard Business School.Mr. Junling Liu has served as our independent director since January 2015. Mr. Liu is the co-founder and Chairman of New Peak Group, a leadingdigital and mobile health group in China since 2015. Before New Peak Group, he was the co-founder and chief executive officer of Yihaodian from 2008 to2015. Before 2008, Mr. Liu was the co-president of Dell China and Hong Kong. Prior to that, he was a managing director of Avaya China. Mr. Liu receivedhis Master of International Business Administration from Flinders University in Australia. 84Table of ContentsMr. Tianruo Pu has served as our independent director since December 2016. Mr. Pu currently serves as an independent director and chairman of theaudit committee of Wowo Limited, a Chinese internet e-commerce company listed on the NASDAQ, as an independent director and member of the auditcommittee of Renren Inc., a Chinese social network platform listed on the New York Stock Exchange, and as an independent director and chairman of theaudit committee of 3SBio Inc., a Chinese bio-pharmaceutical company listed on the Hong Kong Stock Exchange. Mr. Pu is also the chief financial officer ofZhaopin Limited, an internet recruiting company listed on the New York Stock Exchange. Mr. Pu has more than twenty years of work experience in financeand accounting in both the United States and China. Prior to joining Zhaopin, Mr. Pu was the chief financial officer of UTStarcom, a globaltelecommunications equipment company listed on the NASDAQ, and prior to that, Mr. Pu served as the chief financial officer at China NuokangBio-Pharmaceutical Inc. Mr. Pu received an MBA degree from Northwestern University Kellogg School of Management in 2000 and a master of sciencedegree in accounting from the University of Illinois in 1996.Dr. Dazong Wang has served as our independent director since December 2016. Dr. Wang has been the founder and the chairman of Ophoenix CapitalManagement since 2011. Dr. Wang also serves as a director of FUBA Automotive Electronics GmbH, Germany, a leading supplier of automotive receptionsystems, as a director of Merit Automotive Electronics Systems,S.L., Spain, a leading supplier of complex automotive mechatronics modules and as a directorof Committee of 100, a non-profit membership organization of prominent Chinese Americans. From 2008 to 2011, Dr. Wang was the president and chiefexecutive officer of Beijing Automotive Industry Corporation. From 2006 to 2008, Dr. Wang served as the vice president of Shanghai Automotive IndustryCorporation, where he was responsible for engineering and key component operations. Prior to this, Dr. Wang served several positions in General MotorsCompany, or GM, from 1985 to 2006, including, senior technician, China country manager and engineering director for North America operations. Dr. Wangreceived a Ph.D degree from Cornell University and a master of science degree from Huazhong University of Science and Technology in China. B.Compensation of Directors and Executive OfficersFor the fiscal year ended December 31, 2016, we incurred an aggregate compensation expense of approximately RMB16.7 million (US$2.4 million) forour executive officers and directors (not including share-based compensation expenses). Our PRC subsidiaries and VIEs are required by law to makecontributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance, housingfund and other statutory benefits. Other than the above-mentioned statutory contributions mandated by applicable PRC law, we have not set aside or accruedany amount to provide pension, retirement or other similar benefits to our executive officers and directors. For additional information on share incentivegrants to our directors and executive officers, see “— Share Incentive Plans.”Employment AgreementsWe have entered into employment agreements with each of our executive officers through either Guangzhou Autohome Advertising Co., Ltd. orAutohome WFOE. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate employment for cause atany time without advance notice or remuneration for certain acts of the executive officer, such as a conviction or plea of guilty to a felony or any crimeinvolving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. In such case, the executive officerwill not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the executive officer’s right to all otherbenefits will terminate, except as required by any applicable law. We may also terminate an executive officer’s employment without cause upon one-monthadvance written notice. In such case of termination by us, we are required to provide compensation to the executive officer, including cash compensationequivalent to three months of the executive officer’s salary. The executive officer may terminate the employment at any time with a one-month advancewritten notice, if there is any significant change in the executive officer’s duties and responsibilities inconsistent in any material and adverse respect with hisor her title and position, or a material reduction in the executive officer’s annual salary before the next annual salary review, or if otherwise approved by theboard of directors. 85Table of ContentsEach executive officer has agreed to hold, both during and after the termination or expiry of his employment agreement, in strict confidence and not touse, except as required in the performance of his duties in connection with the employment, any of our confidential information or trade secrets, anyconfidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by usand for which we have confidential obligations. The executive officers have also agreed to disclose in confidence to us all inventions, designs and tradesecrets which they conceive, develop or reduce to practice and to assign all right, title and interest in them to us, and assist us in obtaining patents, copyrightsand other legal rights for these inventions, designs and trade secrets.In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his employment.Specifically, each executive officer has agreed not to (a) approach our clients, advertisers or contacts or other persons or entities introduced to the executiveofficer for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (b) assumeemployment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors; or(c) seek directly or indirectly, to solicit the services of any of our employees who is employed by us on or after the date of the executive officer’s termination,or in the year preceding such termination.Share Incentive Plans2011 Share Incentive PlanOn May 4, 2011, we adopted our 2011 Share Incentive Plan to attract and retain the best available personnel, provide additional incentives toemployees, directors and consultants and promote the success of our business. The maximum aggregate number of our Class A ordinary shares which may beissued pursuant to all awards under the 2011 Share Incentive Plan, as currently in effect, is 7,843,100. As of April 7, 2017, options to purchase 609,972Class A ordinary shares under the 2011 Share Incentive Plan at an exercise price of US$2.20 were outstanding. The following table summarizes, as of April 7,2017, the outstanding options we had granted to our directors, officers and other individuals under our 2011 Share Incentive Plan: Name Options Exercise Price(US$/Share) Date of Grant Date ofExpiration Vesting ScheduleIndividuals other than directors and officers as agroup 609,972 US$2.20 May 6, 2011December 19, 2011July 1, 2012May 27, 2013October 22, 2013January 16, 2014 Ten years after grantdate Approximately4 years fromeach date ofgrantThe following paragraphs describe the principal terms of the 2011 Share Incentive Plan:Types of awards. The Plan permits the awards of incentive and non-statutory share-based awards, share appreciation rights, restricted shares andrestricted share units. The following briefly describes the principal features of the various awards that may be granted under the 2011 Share Incentive Plan. • Options. The administrator may grant incentive stock options, or ISOs, or non-statutory stock options, NSOs, under our 2011 Share IncentivePlan. Unless the administrator determines otherwise, the exercise price of options granted under our 2011 Share Incentive Plan must at least beequal to the fair market value of our ordinary shares on the date of grant and its term may not exceed ten years. In addition, for any participantwho owns more than 10% of the total combined voting rights of all classes of our outstanding shares, or of certain of our parent or subsidiary, theterm of an ISO must not exceed five years and the exercise price of such ISO must equal at least 110% of the fair market value on the grant date.The administrator determines the term of all other options. 86Table of ContentsAfter termination of an employee, director or consultant, he or she may exercise his or her option, to the extent vested as of such date oftermination, within 60 days of termination, or such longer period of time stated in the option agreement. In the absence of a specified period oftime in the option agreement, the option will remain exercisable for a period of 12 months in the event of a termination due to death ordisability. However, in no event may an option be exercised later than the expiration of its term. • Share appreciation rights. Share appreciation rights may be granted under our 2011 Share Incentive Plan. Share appreciation rights allow therecipient to receive the appreciation in the fair market value of our ordinary shares between the exercise date and the date of grant. The exerciseprice of share appreciation rights granted under our 2011 Share Incentive Plan must at least be equal to the fair market value of our ordinaryshares on the date of grant. The administrator determines the terms of share appreciation rights, including when such rights vest and becomeexercisable and whether to settle such awards in cash or with our ordinary shares, or a combination thereof. Share appreciation rights expire underthe same rules that apply to options. • Restricted shares. Restricted shares may be granted under our 2011 Share Incentive Plan. Restricted share awards are Class A ordinary shares thatare subject to various restrictions, including restrictions on transferability and forfeiture provisions. Restricted shares will vest and therestrictions on such shares will lapse, in accordance with terms and conditions established by the administrator. The administrator will determinethe number of restricted shares granted to any employee. The administrator may impose whatever conditions to vesting it determines to beappropriate. For example, the administrator may set restrictions based on the achievement of specific performance goals and/or continued serviceto us. Holders of restricted share awards generally will have voting rights but not dividend rights, unless the administrator provides otherwise.Restricted shares that do not vest for any reason will be forfeited by the recipient and will revert to us. • Restricted Share Units. A restricted share unit award is the grant of the right to receive an ordinary share at a future date and may be subject toforfeiture. Our plan administrator has the discretion to set performance objectives or other vesting criteria that will determine the number or valueof restricted share units to be granted. Unless otherwise determined by our plan administrator, a restricted share unit is nontransferable and maybe forfeited or repurchased by us upon termination of employment or service during a restricted period. Our plan administrator, at the time ofgrant, specifies the dates on which the restricted share units become fully vested.Administration. Our board of directors or the compensation committee of our board of directors administers our 2011 Share Incentive Plan. Subject tothe provisions of our 2011 Share Incentive Plan, the administrator has the power to determine the terms of the awards, including the recipients, the exerciseprice, the number of shares subject to each such award, the vesting schedule applicable to the awards, together with any vesting acceleration, and the form ofconsideration payable upon exercise. The administrator also has the authority to modify or amend awards, to prescribe rules and to construe and interpret the2011 Share Incentive Plan. Our board of directors may delegate limited authority to additional committees with respect to certain employees and consultantsto reduce the burden on the board in administering the 2011 Share Incentive Plan.Award Agreement. Options, share appreciation rights, restricted shares, or restricted share units granted under the plan are evidenced by an awardagreement that sets forth the terms, conditions, and limitations for each grant.Eligibility. We may grant awards to our employees, directors and consultants of our company. However, we may grant options that are intended toqualify as incentive share-based awards only to our employees and employees of our parent companies and subsidiaries.Transferability. Unless the administrator provides otherwise, our 2011 Share Incentive Plan does not allow for the transfer of awards other than by willor the laws of descent and distribution and only the recipient of an award may exercise an award during his or her lifetime. 87Table of ContentsCertain adjustments. In the event of certain changes in our capitalization, to prevent diminution or enlargement of the benefits or potential benefitsavailable under the 2011 Share Incentive Plan, the administrator will make adjustments to one or more of the number and class of shares that may bedelivered under the plan and/or the number, class and price of shares covered by each outstanding award and the numerical share limits contained in the plan.In the event of our proposed liquidation or dissolution, the administrator will notify participants as soon as practicable and all awards will terminateimmediately prior to the consummation of such proposed transaction.Change in control transactions. Our 2011 Share Incentive Plan provides that in the event of our merger or change in control, as defined in the 2011Share Incentive Plan, each outstanding award will be treated as the administrator determines, except that if the successor corporation or its parent orsubsidiary does not assume or substitute an equivalent award for each outstanding option or share appreciation right, then such option or share appreciationright will be exercisable for a period of time determined by the administrator in its sole discretion. The option or share appreciation right will then terminateupon the expiration of the specified period of time.Amendment and Termination. Our board of directors has the authority to amend, suspend or terminate the 2011 Share Incentive Plan.2013 Share Incentive PlanWe adopted the 2013 Share Incentive Plan in November 2013. The maximum aggregate number of Class A ordinary shares which may be issuedpursuant to all awards under the 2013 Share Incentive Plan is 3,350,000. As of April 7, 2017, 2,007,856 restricted shares under the 2013 Share Incentive planwere outstanding. The following table summarizes, as of April 7, 2017, the outstanding awards we granted under the 2013 Share Incentive Plan: Name Restricted Shares Date of Grant Vesting ScheduleMin Lu * March 23, 2017 Approximately 4 yearsfrom the date of grantYan Kang * March 23, 2017 **Julian Jiun-Lang Wang * March 23, 2017 **Junling Liu * April 30, 2015 Approximately 4 yearsfrom each date of grant December 19, 2016 Tianruo Pu * December 19, 2016 Approximately 4 yearsfrom the date of grantDazong Wang * December 19, 2016 Approximately 4 yearsfrom the date of grantDirectors and officers as a group * April 30, 2015 Approximately 4 yearsfrom the date of grant December 19, 2016 Approximately 4 yearsfrom the date of grant March 23, 2017 Approximately 4 yearsfrom the date of grant March 23, 2017 **Other individuals as a group 1,918,018 May 8, 2014October 9, 2014January 23, 2015April 1, 2015August 19, 2015October 1, 2015March 1, 2016May 23, 2016July 18, 2016July 19, 2016November 14, 2016January 1, 2017March 23, 2017 Approximately 4 yearsfrom each date of grant *Less than one percent of our total outstanding share capital.**All the restricted shares will be fully vested on August 1, 2017. 88Table of ContentsThe following paragraphs summarize the terms of the 2013 Share Incentive Plan:Types of awards. The 2013 Share Incentive Plan permits the awards of options, restricted shares and restricted share units. The following brieflydescribe the principal features of the various awards that may be granted under the 2013 Share Incentive Plan. • Options. Options provide for the right to purchase a specified number of our ordinary shares at a specified price and usually will becomeexercisable at the discretion of our plan administrator in one or more installments after the grant date. The option exercise price may be paid,subject to the discretion of the plan administrator, in cash or check, in our ordinary shares which have been held by the option holder for suchperiod of time as may be required by our plan administrator, in other property with value equal to the exercise price, through a broker-assistedcashless exercise, or by any combination of the foregoing. • Restricted Shares. A restricted share award is the grant of our ordinary shares which are subject to certain restrictions and may be subject to riskof forfeiture. Unless otherwise determined by our plan administrator, a restricted share is nontransferable and may be forfeited or repurchased byus upon termination of employment or service during a restricted period. Our plan administrator may also impose other restrictions on therestricted shares, such as limitations on the right to vote or the right to receive dividends. • Restricted share units. A restricted share unit award is the grant of the right to receive an ordinary share at a future date and may be subject toforfeiture. Our plan administrator has the discretion to set performance objectives or other vesting criteria that will determine the number or valueof restricted share units to be granted. Unless otherwise determined by our plan administrator, a restricted share unit is nontransferable and maybe forfeited or repurchased by us upon termination of employment or service during a restricted period. Our plan administrator, at the time ofgrant, specifies the dates on which the restricted share units become fully vested.Plan Administration. Our board or a committee of one or more members of our board duly authorized for the purpose of the 2013 Share Incentive Plancan act as the plan administrator.Award Agreement. Options, restricted shares or restricted share units granted under the 2013 Share Incentive Plan are evidenced by an award agreementthat sets forth the terms, conditions and limitations for each grant.Exercise Price. The exercise price in respect of any option shall be determined by the plan administrator and set forth in the award agreement whichmay be a fixed or variable price related to the fair market value of the shares. The exercise price per share subject to an option may be amended or adjusted inthe absolute discretion of the plan administrator, the determination of which shall be final, binding and conclusive.Eligibility. We may grant awards to our directors, employees or consultants.Term of the Options. The term of each option grant shall be no more than ten years from the date of the grant.Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the award agreement.Transfer Restrictions. Unless otherwise determined by the plan administrator, no awards may be transferred other than by will or the laws of descentand distribution. Nevertheless, awards (other than incentive share-based awards) can be transferred to certain persons or entities related to the planparticipants. 89Table of ContentsTermination. The 2013 Share Incentive Plan will expire in 2023 and may be terminated earlier with the approval of our board.Amended and Restated 2016 Share Incentive PlanOur board of directors adopted and amended the Amended and Restated 2016 Share Incentive Plan, or the Amended and Restated 2016 Plan, in March2017 and April 2017, respectively. The Amended and Restated 2016 Plan is pending for ratification by our shareholders within 24 months from March 2017,and for so long as we remain a subsidiary of a company who is listed on the Stock Exchange of Hong Kong Limited, or the Hong Kong Parent, the Amendedand Restated 2016 Plan is conditional on the approval from the shareholders of the Hong Kong Parent. The maximum aggregate number of Class A ordinaryshares which may be issued pursuant to all awards under the Amended and Restated 2016 Plan is 4,890,000. As of April 7, 2017, options to purchase1,713,500 Class A ordinary shares under the Amended and Restated 2016 Plan at exercise prices ranging from US$22.19 to US$24.65 were outstanding. Thefollowing table summarizes, as of April 7, 2017, the outstanding options we had granted under the Amended and Restated 2016 Plan: Name Options(1) ExercisePrice(US$/Share) Date of Grant Date ofExpiration Vesting Schedule Individuals other than directors and officers as a group 1,713,500 US$23.97 February 15, 2016 Ten years aftergrant date Approximately 4 yearsfrom each date of grant US$24.65 June 3, 2016 US$22.19 August 2, 2016 (1) No Class A ordinary shares will be issued pursuant to awards granted under the Amended and Restated 2016 Plan prior to the ratification of theAmended and Restated 2016 Plan by our shareholders or shareholders of the Parent. In the event that the Amended and Restated 2016 Plan is notratified by our shareholders or shareholders of the Parent, all awards granted under the Amended and Restated 2016 Plan will be null and void.The following paragraphs describe the principal terms of the Amended and Restated 2016 Plan:Types of awards. The Amended and Restated 2016 Plan permits the awards of options, restricted shares and restricted share units. The following brieflydescribe the principal features of the various awards that may be granted under the Amended and Restated 2016 Plan. • Options. Options provide for the right to purchase a specified number of our ordinary shares at a specified price and usually will becomeexercisable at the discretion of our plan administrator in one or more installments after the grant date. The total number of Class Aordinary shares issued and to be issued upon the exercise of the options granted and to be granted to any participant in any 12-monthperiod up to and including the date of grant shall not exceed 1% of the issued and outstanding share of the Company as at the date ofgrant. The option exercise price may be paid, subject to the discretion of the plan administrator, in cash or check, in our ordinary shareswhich have been held by the option holder for such period of time as may be required by our plan administrator, in other property withvalue equal to the exercise price, through a broker-assisted cashless exercise, or by any combination of the foregoing. For so long as weremain a subsidiary of the Hong Kong Parent, the administration of the Amended and Restated 2016 Plan shall comply with the HongKong Listing Rules in respect of options.The options shall lapse (to the extent not already exercised) automatically on the earliest of: (i) expiry of the term of any option, (ii) thedate of termination of employment, (iii) expiry of the 60-day period from the date of voluntary resignation of the participant, (iv) the dateof termination of such other contract or agreement constituting a participant for his breach of the terms thereof or in accordance with thetermination provisions of such contract or agreement by any contracting party, (v) expiry of the three-month period following theoccurrence of an event which causes the participant to cease to be an eligible person, including ill-health, injury, disability, death orretirement, (vi) the date on which the resolution to voluntarily wind up the Company is passed and the date of the commencement ofwinding up of the Company. 90Table of Contents • Restricted Shares. A restricted share award is the grant of our ordinary shares which are subject to certain restrictions and may be subjectto risk of forfeiture. Unless otherwise determined by our plan administrator, a restricted share is nontransferable and may be forfeited orrepurchased by us upon termination of employment or service during a restricted period. Our plan administrator may also impose otherrestrictions on the restricted shares, such as limitations on the right to vote or the right to receive dividends. • Restricted share units. A restricted share unit award is the grant of the right to receive an ordinary share at a future date and may besubject to forfeiture. Our plan administrator has the discretion to set performance objectives or other vesting criteria that will determinethe number or value of restricted share units to be granted. Unless otherwise determined by our plan administrator, a restricted share unitis nontransferable and may be forfeited or repurchased by us upon termination of employment or service during a restricted period. Ourplan administrator, at the time of grant, specifies the dates on which the restricted share units become fully vested.Plan Administration. Our board or a committee of one or more members of our board duly authorized for the purpose of the Amended and Restated2016 Plan can act as the plan administrator. Such committee may from time to time in its absolute discretion waive or amend the rules of the Amended andRestated 2016 Plan as it deems desirable, provided that, except with the prior approval of the shareholders of our Company and the shareholders of our HongKong Parent (for so long as we remain a subsidiary of the Hong Kong Parent) in general meetings: (i) no alteration to any of the matters set out in Rule 17.03of the Hong Kong Listing Rules shall be made to the advantage of participants; and (ii) no alteration to the terms and conditions of the Amended andRestated 2016 Plan which are of a material nature or any change to the terms of the options granted may be made, except where the alterations take effectautomatically under the existing terms of the Amended and Restated 2016 Plan, provided that as we remain a subsidiary of the Hong Kong Parent, theamended terms must still comply with the relevant requirements of Chapter 17 of the Hong Kong Listing Rules.Award Agreement. Options, restricted shares or restricted share units granted under the Amended and Restated 2016 Plan are evidenced by an awardagreement that sets forth the terms, conditions and limitations for each grant.Exercise Price. The exercise price in respect of any option shall be determined by the plan administrator and set forth in the award agreement whichmay be a fixed or variable price related to the fair market value of the shares. The exercise price per share subject to an option may be amended or adjusted inthe absolute discretion of the plan administrator, the determination of which shall be final, binding and conclusive. For so long as we remain a subsidiary ofthe Hong Kong Parent, the determination of the exercise price shall comply with the Hong Kong Listing Rules.Eligibility. We may grant awards to our directors, employees or consultants.Term of the Options. The term of each option grant shall be no more than ten years from the date of the grant.Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the award agreement.Transfer Restrictions. Unless otherwise determined by the plan administrator, no awards may be transferred other than by will or the laws of descentand distribution. Nevertheless, awards (other than options) can be transferred to certain persons or entities related to the plan participants.Termination. The Amended and Restated 2016 Plan will expire ten years after it became effective and may be terminated earlier with the approval ofour board. 91Table of Contents2016 Share Incentive Plan IIWe adopted the 2016 Share Incentive Plan II (as amended by Amendment No. 1 to the 2016 Share Incentive Plan II), or the Amended 2016 ShareIncentive Plan II, in December 2016. The maximum aggregate number of Class A ordinary shares which may be issued pursuant to all awards under theAmended 2016 Share Incentive Plan II is 3,000,000. We had not granted any share-based awards under the Amended 2016 Share Incentive Plan II as ofApril 7, 2017. The following paragraphs describe the principal terms of the Amended 2016 Share Incentive Plan II:Types of awards. The Amended 2016 Share Incentive Plan II permits the awards of restricted shares. A restricted share award is the grant of our ordinaryshares which are subject to certain restrictions and may be subject to risk of forfeiture. Unless otherwise determined by our plan administrator, a restrictedshare is nontransferable and may be forfeited or repurchased by us upon termination of employment or service during a restricted period. Our planadministrator may also impose other restrictions on the restricted shares, such as limitations on the right to vote or the right to receive dividends.Plan Administration. Our board or a committee of one or more members of our board duly authorized for the purpose of the Amended 2016 ShareIncentive Plan II can act as the plan administrator.Award Agreement. Restricted shares granted under the Amended 2016 Share Incentive Plan II are evidenced by an award agreement that sets forth theterms, conditions and limitations for each grant.Eligibility. We may grant awards to our directors, employees or consultants.Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the award agreement.Transfer Restrictions. Unless otherwise determined by the plan administrator, no awards may be transferred other than by will or the laws of descentand distribution, or to certain persons or entities related to the plan participants.Termination. The Amended 2016 Share Incentive Plan II will expire in 2026 and may be terminated earlier with the approval of our board of directors. C.Board PracticesOur board of directors consists of nine directors. A director is not required to hold any shares in the Company by way of qualification. A director mayvote with respect to any contract, proposed contract or arrangement in which he or she is materially interested provided (a) such director, if his or her interestin such contract or arrangement is material, has declared the nature of his or her interest at the earliest meeting of the board at which it is practicable for him orher to do so, either specifically or by way of a general notice and (b) if such contract or arrangement is a transaction with a related party, such transaction hasbeen approved by the audit committee. The directors may exercise all the powers of the company to borrow money, mortgage its undertaking, property anduncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of the company or of any third party.None of our non-executive directors has a service contract with us that provides for benefits upon termination of service.Committees of the Board of DirectorsWe have established three committees under the board of directors: the audit committee, the compensation committee and the nominating andcorporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below. 92Table of ContentsAudit Committee. Our audit committee consists of Messrs. Tianruo Pu, Dazong Wang and Junling Liu. Mr. Tianruo Pu is the chairman of our auditcommittee. We have determined that Messrs. Tianruo Pu, Dazong Wang and Junling Liu satisfy the “independence” requirements of Section 303A of the NewYork Stock Exchange Listed Company Manual and Rule 10A-3 under the Securities Exchange Act of 1934. In addition, our board of directors hasdetermined that Mr. Tianruo Pu qualifies as an audit committee financial expert as defined in Item 16A of Form 20-F. The audit committee oversees ouraccounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among otherthings: • appointing the independent auditors and preapproving all auditing and nonauditing services permitted to be performed by the independentauditors; • reviewing with the independent auditors any audit problems or difficulties and management’s response; • discussing the annual audited financial statements with management and the independent auditors; • reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor andcontrol major financial risk exposures; • reviewing and approving all proposed related party transactions; • meeting separately and periodically with management and the independent auditors; and • monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures toensure proper compliance.Compensation Committee. Our compensation committee consists of Messrs. Min Lu, Guo Ping Wang and Dazong Wang. Mr. Min Lu is the chairman ofour compensation committee. We have determined that Dr. Dazong Wang satisfies the “independence” requirements of Section 303A of the New York StockExchange Listed Company Manual. The compensation committee assists the board in reviewing and approving the compensation structure, including allforms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting duringwhich his compensation is deliberated. The compensation committee is responsible for, among other things: • reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executiveofficers; • reviewing and recommending to the board for determination with respect to the compensation of our nonemployee directors; and • reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements.Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Messrs. Min Lu, Tianruo Pu andMs. Han Qiu. Mr. Min Lu is the chairperson of our nominating and corporate governance committee. We have determined that Mr. Tianruo Pu satisfies the“independence” requirements of Section 303A of the New York Stock Exchange Listed Company Manual. The nominating and corporate governancecommittee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and itscommittees. The nominating and corporate governance committee is responsible for, among other things: • selecting and recommending to the board nominees for election by the shareholders or appointment by the board; • reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills,experience and diversity; • making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and 93Table of Contents • advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as ourcompliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on anyremedial action to be taken.Duties of DirectorsUnder Cayman Islands law, our directors have a duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also owe toour company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greaterdegree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts havemoved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. Infulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. Our company has the right to seekdamages if a duty owed by our directors is breached.Terms of Directors and OfficersOur officers are elected by and serve at the discretion of the board of directors. At each annual general meeting, one-third of our directors then existing,or if their number is not a multiple of three, then the number nearest to and not exceeding one-third, shall retire from office by rotation, provided that thechairman of the board and/or our chief executive officer shall not, whilst holding such office, be subject to retirement by rotation or be taken into account indetermining the number of directors to retire in each year. D.EmployeesWe had 1,771, 3,292 and 3,752 employees as of December 31, 2014, 2015 and 2016, respectively. The following table sets forth the number of ouremployees by function as of December 31, 2016: Functional Area Number of Employees Sales and marketing 1,775 Product development 1,379 Content and editorial 403 Management and administrative 195 Total 3,752 Through a combination of short-term performance evaluations and long-term incentive arrangements, we intend to build a competent, loyal and highlymotivated workforce. We have not experienced any work stoppages due to labor disputes. E.Share OwnershipClass A Ordinary SharesAs of April 7, 2017, we had 115,885,398 Class A ordinary shares outstanding (excluding 276,902 Class A ordinary shares that are reserved for futuregrants under our share incentive plans). In addition, as of April 7, 2017, we have granted, and have outstanding, options to purchase a total of 2,323,472Class A ordinary shares and 2,007,856 restricted shares to our employees, directors and consultants. For information regarding the Share Incentive Plans, see“Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers.”Class B Ordinary SharesAs of April 7, 2017, we had zero Class B ordinary shares outstanding. 94Table of ContentsBeneficial Ownership of Ordinary SharesExcept as specifically noted in the table, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as ofApril 7, 2017: • each of our directors and executive officers; and • each person known to us to own beneficially more than 5% of our ordinary shares.Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned bya person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through theexercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of thepercentage ownership of any other person. Class A Ordinary Shares Beneficially Owned as of April 7, 2017 Number %(1) Directors and Executive Officers: Min Lu(2) — — Dong Liu(3) — — Han Qiu(4) — — Guo Ping Wang(5) — — Yan Kang(6) — — Julian Jiun-Lang Wang(7) — — Junling Liu(8) * * Tianruo Pu(9) — — Dazong Wang(10) — — All Directors and Executive Officers as a Group * * Principal Shareholders: Yun Chen Capital Cayman(11) 61,824,328 53.3% Kayne Anderson Rudnick Investment Management LLC(12) 6,814,390 5.9% *Less than one percent of our total outstanding share capital.(1)For each person and group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned by suchperson or group by the sum of the total number of our total ordinary shares outstanding, which is 115,885,398 as of April 7, 2017, and the number ofshares such person or group has the right to acquire upon exercise of option, warrant or other right within 60 days after April 7, 2017.(2)The business address of Mr. Lu is 10th Floor, Tower B, CEC Plaza, No. 3 Dan Ling Street, Haidian District, Beijing 100080, People’s Republic ofChina.(3)The business address of Mr. Liu is Ping An Finance Building, No. 1333 Lujiazui Loop, Pudong District, Shanghai 200120, People’s Republic of China.(4)The business address of Ms. Qiu is 8th Floor, Tower B, No. 166 Kaibin Street, Xuhui District, Shanghai 200232, People’s Republic of China.(5)The business address of Mr. Wang is Ping An Finance Building, No. 5033 Yinan Street, Futian District, Shenzhen 518033, People’s Republic of China.(6)The business address of Mr. Kang is 10th Floor, Tower B, CEC Plaza, No. 3 Dan Ling Street, Haidian District, Beijing 100080, People’s Republic ofChina.(7)The business address of Mr. Wang is 10th Floor Tower B, CEC Plaza, 3 Dan Ling Street, Haidian District, Beijing 100080, People’s Republic of China.(8)Represents Class A ordinary shares in the form of ADSs vested from restricted shares held by Mr. Liu. The business address of Mr. Liu is Floor 3,Building 9, No. 115 Lane 572, Bibo Road, Pudong, Shanghai, 201203, People’s Republic of China. 95Table of Contents(9)The business address of Mr. Pu is 5/F, Shoukai Plaza No.10 Furong Street, Wangjing, Chaoyang District, Beijing 100102, People’s Republic of China.(10)The business address of Dr. Wang is 502 North Tower, 1 Guanghua Road, Chaoyang District, Beijing, 100020, People’s Republic of China.(11)Represents 61,824,328 Class A ordinary shares. The number of Class A ordinary shares beneficially owned as of February 22, 2017 as reported in aSchedule 13D/A filed by Yun Chen Capital Cayman, a Cayman Islands company and a special purpose vehicle and subsidiary of Ping An Insurance(Group) Company of China, Ltd., a company organized under the laws of the People’s Republic of China. Ping An Insurance (Group) Company ofChina, Ltd.’s business address is Ping An Finance Building, No. 1333 Lujiazui Loop, Pudong District, Shanghai 200120, People’s Republic of China.(12)The number of Class A ordinary shares beneficially owned is as of January 31, 2017 as reported in a Schedule 13G/A filed by Kayne Anderson RudnickInvestment Management LLC, or Kayne Anderson, and consists of 6,814,390 Class A ordinary shares represented by American depositary shares.Kayne Anderson is an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). Kayne Anderson’s business address is 1800 Avenue of the Stars,2nd Floor, Los Angeles, CA 90067.To our knowledge, as of April 7, 2017, 54,061,070 Class A ordinary shares were held by one record holder in the United States, which was DeutscheBank Trust Company Americas, the depositary of our ADS program (excluding 276,902 Class A ordinary shares that are reserved for future grants under ourshare incentive plans). No Class B ordinary shares were held by record holders in the United States. The number of beneficial owners of our ADSs in theUnited States is likely to be much larger than the number of record holders of our Class A ordinary shares in the United States.ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A.Major ShareholderPlease refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” B.Related Party TransactionsContractual Agreements with our Variable Interest EntitiesPRC laws and regulations currently limit foreign ownership of companies that engage in internet services. We therefore conduct our part of ouroperations in China primarily through contractual agreements among the following entities: • our wholly owned PRC subsidiary, Beijing Cheerbright Technologies Co., Ltd., or Autohome WFOE, and each of the three groups of entities andindividuals—(i) Beijing Autohome Information Technology Co., Ltd., or Autohome Information, shareholders of Autohome Information and twosubsidiaries of Autohome Information: Chengshi Advertising, and Autohome Advertising, (ii) Shanghai You Che You Jia Advertising Co., Ltd.,or Shanghai Advertising, and shareholders of Shanghai Advertising, and (iii) Guangzhou Advertising, and shareholders of GuangzhouAdvertising; and • our wholly owned PRC subsidiary, Chezhiying WFOE, and each of the group of entities and individuals, Shengtuo Hongyuan, shareholders ofShengtuo Hongyuan and two subsidiaries of Shengtuo Hongyuan: Beijing Autohome Used Car Appraisal Co., Ltd., or Autohome Used CarAppraisal, and Beijing Autohome Used Car Brokerage Co., Ltd., or Autohome Used Car Brokerage.In September 2016 and in March 2017, the then individual nominee shareholders of Shengtuo Hongyuan, Guangzhou Advertising, AutohomeInformation and Shanghai Advertising, entered into Equity Interest Purchase Agreements and Debt Transfer and Offset Agreements with Min Lu and HaiyunLei, pursuant to which the then individual nominee shareholders transferred all of their equity interests in each of the entities to Min Lu and Haiyun Lei.Upon the execution of the above Equity Interest Purchase Agreements and Debt Transfer and Offset Agreements, all contractual agreements, which includethe equity interest pledge agreements, equity option agreements and powers of attorney, among the then individual nominee shareholders and our whollyowned subsidiaries have been terminated. In September 2016 and in March 2017, each of Autohome WFOE and Chezhiying WFOE, each of ShengtuoHongyuan and its two subsidiaries, Guangzhou Advertising, Autohome Information and its two subsidiaries and Shanghai Advertising, and each of Min Luand Haiyun Lei, as the individual nominee shareholder of VIEs, entered into contractual agreements. 96Table of ContentsThe following is a summary of our current contractual arrangements among Autohome WFOE, Autohome Information and its subsidiaries andshareholders and among Chezhiying WFOE, Shengtuo Hongyuan and its subsidiaries and shareholders. The contractual agreements among Autohome WFOEand Shanghai Advertising and its shareholders and the contractual agreements among Autohome WFOE and Guangzhou Advertising and its shareholders aresubstantially the same as the contractual agreements among Autohome WFOE, Autohome Information and its shareholders.Agreements that Provide Effective Control over Autohome Information and Shengtuo HongyuanEquity Interest Pledge Agreements. Pursuant to the equity interest pledge agreements between Autohome WFOE and each of the two shareholders ofAutohome Information entered into in March 2017, each shareholder of Autohome Information pledges to Autohome WFOE all of his equity interests inAutohome Information to secure the performance of such shareholder’s respective obligations and Autohome Information’s obligations under the loanagreements, equity option agreements, and the exclusive technology consulting and service agreements. See “—Contractual Agreements with our VariableInterest Entities—Agreements that Transfer Economic Benefits of Autohome Information and Shengtuo Hongyuan to Us” and “—Contractual Agreementswith our Variable Interest Entities—Agreements that Provide Us the Options to Purchase the Equity Interests in Autohome Information” for a brief descriptionof these obligations. Without Autohome WFOE’s consent, shareholders of Autohome Information shall not create or permit to create any encumbrances onthe pledged equity interest in Autohome Information. In the event of default, Autohome WFOE is entitled to request immediate repayment of the outstandingamounts payable under the loan agreements, the equity option agreements and the exclusive technology consulting and service agreements or to dispose ofthe pledged equity interests at Autohome WFOE’s sole discretion. The equity interest pledge agreements have an indefinite term and will terminate after allthe secured obligations under these agreements have been satisfied in full or the pledged equity interests have been transferred to Autohome WFOE or itsdesignee.Pursuant to the equity interest pledge agreements between Autohome WFOE and Autohome Information entered into in September 2016, AutohomeInformation pledges to Autohome WFOE all of its equity interests in its two subsidiaries to secure the performance of its obligations under the the equityoption agreements and the obligations of the two subsidiaries under the exclusive technology consulting and service agreements. These equity interestpledge agreements contain substantially the same terms as the equity interest pledge agreements between Autohome WFOE and the shareholders ofAutohome Information.In September 2016, Chezhiying WFOE and each of the shareholders of Shengtuo Hongyuan entered into equity interest pledge agreements. The termsof these agreements are substantially the same as the equity interest pledge agreements between Autohome WFOE and each of the two shareholders ofAutohome Information described above. In September 2016, Chezhiying WFOE and Shengtuo Hongyuan entered into equity interest pledge agreements. Theterms of these agreements are substantially the same as the equity interest pledge agreements between Autohome WFOE and Autohome Information. We havecommenced the registration for these equity interest pledge agreements.Power of Attorney. In September 2016 and in March 2017, Autohome Information and each of the shareholders of Autohome Information haveexecuted an irrevocable power of attorney appointing Autohome WFOE, or any person designated by Autohome WFOE, as their attorney-in-fact to vote ontheir behalf at the shareholders’ meetings of Autohome Information’s subsidiaries and Autohome Information and to exercise full voting rights as theshareholders of these companies with powers granted under PRC laws and regulations and the articles of association of each of the above companies,including the rights to appoint directors and management personnel.In September 2016, Shengtuo Hongyuan and each of the shareholders of Shengtuo Hongyuan have executed an irrevocable power of attorneyappointing Chezhiying WFOE, or any person designated by Chezhiying WFOE, as their attorney-in-fact to vote on their behalf at the shareholders’ meetingsof Shengtuo Hongyuan’s subsidiaries and Shengtuo Hongyuan and to exercise full voting rights as the shareholders of these companies with powers grantedunder PRC laws and regulations and the articles of association of each of the above companies, including the rights to appoint directors and managementpersonnel. 97Table of ContentsAgreements that Transfer Economic Benefits of Autohome Information and Shengtuo Hongyuan to UsExclusive Technology Consulting and Service Agreements. Pursuant to the exclusive technology consulting and service agreements betweenAutohome WFOE and each of Autohome Information and its subsidiaries entered into respectively in March 2017 and in September 2016, Autohome WFOEhas the exclusive right to provide each of these VIEs comprehensive technology and management consulting services. In addition, Autohome WFOE isobligated to provide financing support to each of these VIEs to ensure the cash flow requirements of the day-to-day operations of these VIEs. Each of theseVIEs is obligated to pay to Autohome WFOE service fees, which are calculated based on such VIE’s revenues reduced by its VAT and surcharges, operatingexpenses and an appropriate amount of retained profit that is determined pursuant to our tax planning strategies and relevant tax laws. Such service fees maybe adjusted by Autohome WFOE at Autohome WFOE’s sole discretion. Autohome WFOE owns the intellectual properties arising from the performance ofthese agreements. These agreements have a 30-year term that can be automatically extended for another 10 years at the option of Autohome WFOE and canonly be terminated by the parties’ mutual written consent or by Autohome WFOE’s prior 30-day notice at its sole discretion. During the term of theseagreements, these VIEs may not enter into any agreements with third parties for the provision of any technology or management consulting services withoutprior consent of Autohome WFOE.In September 2016, Chezhiying WFOE and each of Shengtuo Hongyuan and its subsidiaries entered into exclusive technology consulting and serviceagreements. The terms of these agreements are substantially the same as the exclusive technology consulting and service agreements between AutohomeWFOE and each of Autohome Information and its subsidiaries described above.Autohome WFOE and Chezhiying WFOE recognized service fees from all the VIEs in the amount of RMB980.5 million in 2014, RMB365.5 million in2015 and RMB125.8 million (US$18.1 million) in 2016 in consideration for services provided to the VIEs.Loan Agreements. Pursuant to the loan agreements between Autohome WFOE and each of the two shareholders of Autohome Information entered intoin March 2017, Autohome WFOE granted interest-free loans to these two shareholders of Autohome Information. The loans are to be used solely for thepurpose of making capital contributions to the registered capital of Autohome Information. The term of the loans is indefinite and must be repaid in themanner specified in the agreements upon written notice from Autohome WFOE at any time in Autohome WFOE’s sole discretion or upon an event of defaultby the shareholders of Autohome Information.In September 2016, Chezhiying WFOE and each of the shareholders of Shengtuo Hongyuan entered into loan agreements. The terms of theseagreements are substantially the same as the loan agreements between Autohome WFOE and each of the two shareholders of Autohome Information describedabove.Agreements that Provide Us the Options to Purchase the Equity Interests in Autohome Information and Shengtuo HongyuanEquity Option Agreements. Pursuant to the equity option agreements among Autohome WFOE, Autohome Information and each of the twoshareholders of Autohome Information entered into in March 2017, each shareholder of Autohome Information jointly and severally grants to AutohomeWFOE an option to purchase all or part of his equity interests in Autohome Information at a price equivalent to the lowest price permitted by PRC law. Thepurchase price is to be offset against the loan repayments under the loan agreements. If there will be additional payments to be made by AutohomeInformation to these shareholders required by the PRC law, these shareholders must immediately return the received payments to Autohome WFOE.Autohome WFOE may exercise its option at any time or transfer the rights and obligations under the equity option agreement to any of its designated parties.The equity option agreements have an indefinite term and will terminate at the earlier of (i) the date on which the equity interests in Autohome Informationhave been transferred to Autohome WFOE or its designated parties, or (ii) the unilateral termination by Autohome WFOE. 98Table of ContentsPursuant to the equity option agreements among Autohome WFOE, Autohome Information and each of the two subsidiaries of Autohome Informationentered into in September 2016, Autohome Information granted Autohome WFOE or its designated parties an option to purchase all or part of AutohomeInformation’s equity interests in its subsidiaries at a price equivalent to the lowest price permitted by PRC law. Autohome WFOE may exercise its option atany time. The equity option agreements have an indefinite term and will terminate at the earlier of (i) the date on which all of Autohome Information’s equityinterests in its subsidiaries have been transferred to Autohome WFOE or its designated parties, or (ii) the unilateral termination by Autohome WFOE.In September 2016, Chezhiying WFOE, Shengtuo Hongyuan and each of the shareholders of Shengtuo Hongyuan entered into equity optionagreements. The terms of these agreements are substantially the same as the equity option agreements among Autohome WFOE, Autohome Information andeach of the two shareholders of Autohome Information described above. In September 2016, Chezhiying WFOE, Shengtuo Hongyuan and each of the twosubsidiaries of Shengtuo Hongyuan entered into equity option agreements. The terms of these agreements are substantially the same as the equity optionagreements among Autohome WFOE, Autohome Information and each of the two subsidiaries of Autohome Information.Transactions with Entities Affiliated with Our ShareholdersSince Ping An Group became our controlling shareholder, we and a subsidiary of Ping An Group entered into a sales contract under which we soldvehicles to the latter for a total amount of RMB21.9 million (US$3.2 million). The outstanding receivable was collected in full as of December 31, 2016.Since Ping An Group became our controlling shareholder, it provided services including rental and property management service and othermiscellaneous services to us for a total amount of RMB21.6 million (US$3.1 million).Investors Rights AgreementsWe entered into an investor’s rights agreement with Yun Chen on September 30, 2016. Under this investor’s rights agreement, so long as Yun Chenholds at least 20% of our issued and outstanding shares, i) we shall permit Yun Chen and its respective designated representatives, at their own cost andexpense, at reasonable times and upon reasonable prior notice to us, to review our books and records and to discuss our finances and conditions with ourofficers; and ii) we shall provide to Yun Chen our financial statements stated in the investor’s rights agreement so long as it is deemed by its external auditorthat it is necessary to consolidate our financial statements into Yun Chen’s financial statements in accordance with the Chinese accounting standards.Employment AgreementsSee “Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers—Employment Agreements” for adescription of the employment agreements we have entered into with our senior executive officers.Share Incentive PlansSee “Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers” for a description of share-basedcompensation awards we have granted to our directors, officers and other individuals as a group.See footnote 13 to our financial statements for further information about our related party transactions. C.Interests of Experts and CounselNot applicable. 99Table of ContentsITEM 8. FINANCIAL INFORMATION A.Consolidated Statements and Other Financial InformationWe have appended consolidated financial statements filed as part of this annual report.Legal ProceedingsFrom time to time, we may be subject to various claims and legal actions that arise in the ordinary course of our business. There are currently no legalproceedings that, in the opinion of our management, may have a material adverse effect on our business and results of operations.Dividend PolicyOur board of directors has complete discretion to declare dividends. Even if our board of directors decides to pay dividends, the form, frequency andamount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and otherfactors that the board of directors may deem relevant.Our board of directors declared dividends of RMB49.9 million and RMB249.2 million in February 2012 and May 2013, respectively, to all of ourshareholders. The dividends, net of applicable withholding taxes, were paid in April 2012 and June and July 2013, respectively. We do not have any plan topay additional cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our remaining available fundsand any future earnings to operate and expand our business.We are a holding company incorporated in the Cayman Islands. We may rely on dividends from our subsidiaries in China for our cash requirements,including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. See “Item 4.Information on the Company—B. Business Overview—PRC Regulation—Regulations on Dividend Distribution.”If we pay any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the depositagreement, including the fees and expenses payable thereunder. See “Item 12. Description of Securities other than Equity Securities—D. AmericanDepositary Shares.” Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars. B.Significant ChangesExcept as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidatedfinancial statements included in this annual report. ITEM 9.THE OFFER AND LISTING A.Offering and Listing DetailsSee “—C. Markets.” B.Plan of DistributionNot applicable. C.MarketsOur ADSs, each representing one Class A ordinary share, have been listed on the NYSE since December 2013 and trade under the symbol “ATHM.”The following table provides the high and low trading prices for our ADSs on the NYSE for the periods indicated. 100Table of Contents Trading Price High Low US$ US$ Annual High and Low Fiscal Year 2013 (from December 11, 2013) US$37.88 US$26.51 Fiscal Year 2014 US$57.93 US$28.50 Fiscal Year 2015 US$56.59 US$28.00 Fiscal Year 2016 US$33.70 US$19.32 Quarterly Highs and Lows First Fiscal Quarter of 2015 US$47.47 US$34.50 Second Fiscal Quarter of 2015 US$56.59 US$43.27 Third Fiscal Quarter of 2015 US$50.50 US$28.00 Fourth Fiscal Quarter of 2015 US$37.73 US$29.18 First Fiscal Quarter of 2016 US$33.70 US$21.53 Second Fiscal Quarter of 2016 US$32.15 US$20.08 Third Fiscal Quarter of 2016 US$27.20 US$19.32 Fourth Fiscal Quarter of 2016 US$28.88 US$22.07 First Fiscal Quarter of 2017 US$36.01 US$25.00 Monthly Highs and Lows October 2016 US$28.34 US$23.40 November 2016 US$28.88 US$22.07 December 2016 US$28.50 US$24.71 January 2017 US$31.69 US$25.00 February 2017 US$35.29 US$31.25 March 2017 US$36.01 US$31.27 April 2017 (through April 13) US$32.61 US$28.80 D.Selling ShareholdersNot applicable. E.DilutionNot applicable. F.Expenses of the IssueNot applicable.ITEM 10. ADDITIONAL INFORMATION A.Share CapitalNot applicable. B.Memorandum and Articles of AssociationWe are a Cayman Islands company and our affairs are governed by our memorandum and articles of association and the Companies Law of the CaymanIslands, referred to as the Companies Law below. The following are summaries of certain provisions of our memorandum and articles of association in effectas of the date of this annual report insofar as they relate to the material terms of our ordinary shares.Registered Office and ObjectsOur registered office in the Cayman Islands is located at 2nd Floor Harbour Center 42 North Church Street George Town, Grand Cayman, CaymanIslands. The memorandum of association provides, inter alia, that the liability of the shareholders of our company is limited to the amount, if any, for thetime being unpaid on the ordinary shares. The objects for which our company is established are unrestricted (including acting as an investment company),and we shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of corporate benefit, as provided in section27(2) of the Companies Law and in view of the fact that we are an exempted Company, we will not trade in the Cayman Islands with any person, firm orcorporation except in furtherance of our business carried on outside the Cayman Islands. 101Table of ContentsBoard of DirectorsSee “Item 6. Directors, Senior Management and Employees—C. Board Practices—Duties of Directors” and “— Terms of Directors and Officers.”Ordinary SharesGeneralOur authorized share capital consists of (i) 99,931,211,060 Class A ordinary shares with a par value of US$0.01 each and (ii) 68,788,940 Class Bordinary shares with a par value of US$0.01 each. As of April 7, 2017, we had 115,885,398 Class A ordinary shares (excluding 276,902 Class A ordinaryshares that are reserved for future grants under our share incentive plans) and no Class B ordinary shares issued and outstanding.All of our outstanding ordinary shares, which consist of Class A ordinary shares, are fully paid and non-assessable. Certificates representing theordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and transfer their ordinary shares.Class Rights of our Class A and Class B Ordinary SharesSubject to our fourth memorandum and articles of association and any resolution of the shareholders to the contrary and without prejudice to anyspecial rights conferred thereby on the holders of any other shares or class of shares, the Class A ordinary shares and Class B ordinary shares carry equal rightsand rank pari passu with one another other than as set out below.ConversionSubject to the provisions of our fourth amended and restated memorandum and articles of association and in compliance with all fiscal and other lawsand regulations applicable thereto, a holder of Class B ordinary shares shall have the right to convert all or any of its Class B ordinary shares into Class Aordinary shares on a one-for-one basis. Upon the transfer of any Class B ordinary shares by the Telstra Shareholder to any person that is not an affiliate of theTelstra Shareholder, such Class B ordinary shares will be converted into an equal number of Class A ordinary shares. When the total number of Class A andClass B ordinary shares held by the Telstra Shareholder represents less than 39.3% of all of our total issued and outstanding shares, all Class B ordinary shareswill be automatically converted into the same number of Class A ordinary shares. In addition, if immediately following the transfer of any ordinary sharesheld by the Telstra Shareholder to any party that is not an affiliate of the Telstra Shareholder, the Telstra Shareholder holds less than 51% of our total numberof outstanding shares, all Class B ordinary shares will be automatically converted into the same number of Class A ordinary shares. Furthermore, upon achange of control event involving the Telstra Shareholder, all Class B ordinary shares shall be automatically converted into the same number of Class Aordinary shares. As a result of the sale by Telstra to Yun Chen in June 2016, all of our then outstanding Class B ordinary shares were converted into Class Aordinary shares.A holder of Class A ordinary shares has no rights of conversion in respect of each such Class A ordinary share into Class B ordinary shares.DividendsThe holders of our ordinary shares are entitled to such dividends as may be declared by us in general meeting or by our board of directors subject to theCompanies Law and to the fourth amended and restated memorandum and articles of association. 102Table of ContentsVoting RightsSubject to any special rights or restrictions as to voting for the time being attached to any shares, at any general meeting every holder of Class Aordinary shares who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) shall have onevote on a show of hands, and on a poll every shareholder holding Class A ordinary shares present in person or by proxy (or, in the case of a shareholder beinga corporation, by its duly appointed representative) shall have one vote for each fully paid Class A ordinary share of which such shareholder is the holder. Asa result of the sale by Telstra to Yun Chen in June 2016, all of our then outstanding Class B ordinary shares were converted into Class A ordinary shares.A quorum required for a meeting of shareholders consists of two shareholders entitled to vote and present in person or by proxy or, if a corporation orother non-natural person, by its duly authorized representative holding at least one third of the voting rights represented by the issued and outstandingordinary shares throughout the meeting. We may, but are not obligated to, hold a general meeting in each year as our annual general meeting. The annualgeneral meeting shall be held at such time and place as may be determined by the directors. Each general meeting, other than an annual general meeting,shall be an extraordinary general meeting. A majority of our board of directors or our chairman may call extraordinary general meetings. Advance notice of atleast ten clear days is required for the convening of our annual general meeting and other shareholders’ meetings. The agenda of any extraordinary generalmeeting will be set by a majority of the directors then in office.An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary sharescast in a general meeting, while a special resolution requires the affirmative vote of at least two-thirds of the votes cast attaching to the outstanding ordinaryshares. A special resolution will be required for important matters such as a change of name or making changes to our fourth amended and restatedmemorandum and articles of association.Transfer of Ordinary SharesSubject to the restrictions of our fourth amended and restated memorandum and articles of association, as applicable, any of our shareholders maytransfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which wehave a lien. Our board of directors may also decline to register any transfer of any ordinary share unless: • the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence asour board of directors may reasonably require to show the right of the transferor to make the transfer; • the instrument of transfer is in respect of only one class of ordinary shares; • the instrument of transfer is properly stamped, if required; and • in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four.If our directors refuse to register a transfer they shall, within three months after the date on which the instrument of transfer was lodged, send to each ofthe transferor and the transferee notice of such refusal.The registration of transfers may, after compliance with any notice required of the Designated Stock Exchange (as defined in the fourth amended andrestated memorandum and articles of association), be suspended and the register closed at such times and for such periods as our board of directors may fromtime to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year. 103Table of ContentsLiquidationOn a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available fordistribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis. The amount received byholders of Class B ordinary shares and Class A ordinary shares should be the same in any liquidation event. If our assets available for distribution areinsufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.Calls on Ordinary Shares and Forfeiture of Ordinary SharesOur board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to suchshareholders at least 14 days prior to the specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject toforfeiture.Redemption of Ordinary SharesSubject to the provisions of the Companies Law, we may repurchase or redeem shares at our option or at the option of the holders of these shares, onsuch terms and in such manner, including out of capital, as may be determined by our board of directors.Variations of Rights of SharesAll or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied with the sanction of aspecial resolution passed at a general meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issuedwith preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by thecreation or issue of further shares ranking pari passu with such existing class of shares.General Meetings of ShareholdersShareholders’ meetings may be convened by a majority of our board of directors or our chairman. Advance notice of at least ten clear days is requiredfor the convening of our annual general shareholders’ meeting and any other general meeting of our shareholders. In addition, general meetings will also beconvened on the requisition in writing of any shareholder or shareholders entitled to attend and vote at our general meetings holding at least one third of thevoting rights represented by our issued voting shares.Appointment of DirectorsOur shareholders may by ordinary resolution elect any person to fill a casual vacancy or as an addition to the existing board.The directors will also have the power from time to time and at any time to appoint any person as a director to fill a casual vacancy on the board or asan addition to the existing board.Inspection of Books and RecordsHolders of our ordinary shares have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporaterecords. However, we will allow our shareholders to inspect our register of members and provide our shareholders with annual audited financial statements.Pursuant to the investor’s rights agreement we have with the Yun Chen and other shareholders, Yun Chen has the right to access our books and recordsso long as it holds in aggregate at least 20% of our issued and outstanding share capital. 104Table of ContentsIssuance of Additional Preferred SharesOur fourth amended and restated memorandum of association authorizes our board of directors to issue additional ordinary shares from time to time asour board of directors shall determine, to the extent of available authorized but unissued shares.Our fourth amended and restated memorandum of association authorizes our board of directors to establish from time to time one or more series ofpreferred shares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including: • the designation of the series; • the number of shares of the series; • the dividend rights, dividend rates, conversion rights, voting rights; and • the rights and terms of redemption and liquidation preferences.Our board of directors may issue preferred shares without action by our shareholders to the extent authorized but unissued. The issuance of preferredshares may be used as an anti takeover device without further action on the part of the shareholders. Issuance of these shares may dilute the voting rights ofholders of ordinary shares. C.Material ContractsWe have not entered into any material contracts other than in the ordinary course of business and other than those described elsewhere in “Item 4.Information on the Company—B. Business Overview,” “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” orelsewhere in this annual report. D.Exchange ControlsSee “Item 4. Information on the Company—B. Business Overview—PRC Regulation—Regulations on Foreign Exchange.” E.TaxationCayman Islands TaxationThe Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxationin the nature of inheritance tax or estate duty. There are no other taxes levied by the Government of the Cayman Islands that are likely to be material toholders of ADSs or Class A ordinary shares. The Cayman Islands is not party to any double tax treaties, except for a double tax treaty entered into with theUnited Kingdom in 2010. There are no exchange control regulations or currency restrictions in the Cayman Islands.Pursuant to Section 6 of the Tax Concessions Law (2011 Revision) of the Cayman Islands, we have obtained an undertaking from theGovernor-in-Cabinet:(a) that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciation shall apply to us orour operations; and(b) that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on our shares, debentures or other obligations.The undertaking for us is for a period of 20 years from July 22, 2008. 105Table of ContentsPeople’s Republic of China TaxationWe are a holding company incorporated in the Cayman Islands, which indirectly holds Autohome WFOE, Chezhiying WFOE and other subsidiaries inthe PRC. Our business operations are principally conducted through our PRC subsidiaries and VIEs. Although we believe we are not a PRC residententerprise for enterprise income tax purposes, substantial uncertainty exists. In the event that our company or any of our Offshore Entities, is considered to bea PRC resident enterprise: (a) our company or our Offshore Entities, as the case may be, would be subject to the PRC enterprise income tax at the rate of 25%on worldwide income; and (b) dividend income that our company or our Offshore Entities, as the case may be, receives from our PRC subsidiaries would beexempt from the PRC withholding tax since such income is exempted under the Enterprise Income Tax Law for PRC resident enterprise; and (c) anydividends we pay to our non-PRC shareholders or ADS holders as well as gains realized by such shareholders or ADS holders from the transfer of our shares orADSs may be regarded as China-sourced income and as a result become subject to PRC withholding tax at a rate of up to 10%, subject to reduction orexemption by an applicable treaty. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our global income and thedividends that we may receive from our PRC subsidiaries, dividends distributed to our non-PRC shareholders and ADS holders, and gains recognized by suchshareholders or ADS holders, may be subject to PRC taxes under the Enterprise Income Tax Law, which would have a material adverse effect on our results ofoperations.”As uncertainties remain regarding the interpretation and implementation of the Enterprise Income Tax Law and its implementation rules, we cannotassure you that, if we are deemed a PRC resident enterprise, any dividends to be distributed by us to our non-PRC shareholders and ADS holders would not besubject to any PRC withholding tax. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our global income and thedividends that we may receive from our PRC subsidiaries, dividends distributed to our non-PRC shareholders and ADS holders, and gains recognized by suchshareholders or ADS holders, may be subject to PRC taxes under the Enterprise Income Tax Law, which would have a material adverse effect on our results ofoperations.”United States Federal Income Tax ConsiderationsThe following discussion is a summary of United States federal income tax considerations relating to the ownership and disposition of our ADSs orClass A ordinary shares by U.S. Holders (as defined below) that will hold ADSs or Class A ordinary shares as “capital assets” (generally, property held forinvestment) under the United States Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon applicable provisions of theCode, Treasury regulations (proposed, temporary and final) promulgated thereunder, pertinent judicial decisions, interpretive rulings of the Internal RevenueService and such other authorities as we have considered relevant, which are subject to change, possibly with retroactive effect. This discussion does notaddress all aspects of United States federal income taxation that may be important to particular investors in light of their individual investmentcircumstances, including investors subject to special tax rules (for example, certain financial institutions, insurance companies, broker-dealers, pension plans,regulated investment companies, real estate investment trusts, cooperatives, and tax-exempt organizations (including private foundations), holders who arenot U.S. Holders, holders who own (directly, indirectly, or constructively) 10% or more of our voting stock, investors that will hold their ADSs or Class Aordinary shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United States federal income tax purposes,investors that are traders in securities that have elected the mark-to-market method of accounting, or investors that have a functional currency other than theUnited States dollar), all of whom may be subject to tax rules that differ significantly from those discussed below. In addition, this discussion does notaddress United States federal estate, gift, Medicare, and alternative minimum tax considerations, or any non-United States, state, or local tax considerations.Each U.S. Holder is urged to consult its tax advisors regarding the United States federal, state, local, and non-United States income and other taxconsiderations of an investment in ADSs or Class A ordinary shares. 106Table of ContentsGeneralFor purposes of this summary, a “U.S. Holder” is a beneficial owner of our ADSs or Class A ordinary shares that is, for United States federal income taxpurposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation, or other entity treated as a corporation for United States federalincome tax purposes, created in, or organized under the laws of the United States or any state thereof or the District of Columbia, or treated as such for UnitedStates federal income tax purposes, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes regardlessof its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more UnitedStates persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a United Statesperson under the Code.If a partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of our ADSs or Class Aordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If aU.S. Holder is a partner of a partnership holding our ADSs or Class A ordinary shares, the U.S. Holder is urged to consult its tax advisors regarding aninvestment in our ADSs or Class A ordinary shares.It is generally expected that a U.S. Holder of ADSs will be treated as the beneficial owner, for United States federal income tax purposes, of theunderlying shares represented by the ADSs. The remainder of this discussion assumes that a U.S. Holder of our ADSs will be treated in this manner.Accordingly, deposits or withdrawals of our Class A ordinary shares for our ADSs will not be subject to United States federal income tax.Passive Foreign Investment Company ConsiderationsA non-United States corporation, such as our company, will be classified as a “passive foreign investment company” (or a “PFIC”), for United Statesfederal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii)50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passiveincome (the “asset test”). Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of propertyproducing such income and net foreign currency gains. For this purpose, cash is categorized as a passive asset and the company’s goodwill and otherunbooked intangibles associated with active business activity are taken into account as non-passive assets. We will be treated as owning our proportionateshare of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, more than 25% (byvalue) of the stock.Although the law in this regard is unclear, we treat our VIEs as being owned by us for United States federal income tax purposes, not only because weexercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result,we consolidate their results of operation in our consolidated financial statements. If it were determined, however, that we are not the owner of our VIEs forUnited States federal income tax purposes, we would likely be treated as a PFIC for our current and any subsequent taxable year.Furthermore, the determination of whether we will be or become a PFIC will depend, in part, on the composition of our income and assets. Fluctuationsin the market price of our ADSs may cause us to become a PFIC for the current or subsequent taxable years because the value of assets for the purpose of theasset test may be determined by reference to the market price of our ADSs. The composition of our income and assets may also be affected by how, and howquickly, we use our liquid assets. Under circumstances where our revenue from activities that produce passive income significantly increase relative to ourrevenue from activities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk ofbecoming classified as a PFIC may substantially increase. In addition, because there are uncertainties in the application of the relevant rules, it is possiblethat the Internal Revenue Service may challenge our classification of certain income and assets as non-passive or our valuation of our tangible and intangibleassets, each of which may result in our becoming a PFIC for the current or subsequent taxable years. 107Table of ContentsAssuming we are the owner of our VIEs for U.S. federal income tax purposes, we believe that we primarily operate as an active provider of onlineautomotive advertising solutions in China. Based on our current income and assets, we do not believe that we were a PFIC for the taxable year endedDecember 31, 2016 and do not anticipate becoming a PFIC in future taxable years. While we do not believe that we were a PFIC for the taxable year endedDecember 31, 2016 and do not anticipate becoming a PFIC for the current taxable year or the foreseeable future, no assurance can be given in this regard.Because the determination of whether we will be or become a PFIC is a fact-intensive inquiry made on an annual basis, the determination of whether we willbe or become a PFIC will depend, in part, upon the value of our goodwill and other unbooked intangibles (which will depend upon the market value of ourADSs from time to time, which may be volatile). In estimating the value of our goodwill and other unbooked intangibles, we have taken into account ourcurrent market capitalization. If our market capitalization subsequently declines, we may be or become classified as a PFIC for the current taxable year orfuture taxable years. It is also possible that the Internal Revenue Service may challenge our classification or valuation of our goodwill and other unbookedintangibles, which may result in our company being or becoming a PFIC for the current taxable year or foreseeable future.If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our ADSs or Class A ordinary shares, the PFIC tax rules discussedbelow under “Passive Foreign Investment Company Rules” generally will apply to such U.S. Holder for such taxable year and, unless the U.S. Holder makescertain elections, will apply in future years even if we cease to be a PFIC in subsequent years. The discussion below under “Dividends” and “Sale or OtherDisposition of ADSs or Class A Ordinary Shares” is written on the basis that we will not be classified as a PFIC for United States federal income tax purposes.DividendsAny cash distributions (including the amount of any PRC tax withheld) paid on ADSs or Class A ordinary shares out of our earnings and profits, asdetermined under United States federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on theday actually or constructively received by the U.S. Holder, in the case of Class A ordinary shares, or by the depositary bank, in the case of ADSs. Because wedo not intend to determine our earnings and profits on the basis of United States federal income tax principles, any distribution paid will generally be treatedas a “dividend” for United States federal income tax purposes. Non-corporate U.S. Holders receiving dividend income generally will be subject to tax on suchdividend income from a “qualified foreign corporation” at a lower applicable capital gains rate rather than the marginal tax rates generally applicable toordinary income provided that certain holding period and other requirements are met. A non-United States corporation (other than a corporation that isclassified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) generally will be considered to be a qualified foreigncorporation (i) with respect to any dividend it pays on stock (or ADSs in respect of such stock) which is readily tradable on an established securities market inthe United States, or (ii) if it is eligible for the benefits of a comprehensive tax treaty with the United States that the Secretary of Treasury of the United Statesdetermines is satisfactory for purposes of this provision and that includes an exchange of information program. Our ADSs are listed on the NYSE, which is anestablished securities market in the United States, and will be considered readily tradable on an established securities market for as long as the ADSs continueto be listed on such exchange. Thus, we believe that we will be a qualified foreign corporation with respect to dividends we pay on our ADSs, but there canbe no assurance that our ADSs will continue to be considered readily tradable on an established securities market in later years.Since we do not expect that our Class A ordinary shares be listed on established securities markets, it is unclear whether dividends that we pay on ourordinary shares that are not backed by ADSs currently meet the requirements for the reduced tax rate. However, in the event that we are deemed to be a PRCresident enterprise under the Enterprise Income Tax Law (see “People’s Republic of China Taxation”), we may be eligible for the benefits of the UnitedStates-PRC income tax treaty, which the United States Treasury Department has determined is satisfactory for this purpose, and be treated as a qualifiedforeign corporation with respect to dividends paid on our ADSs or Class A ordinary shares. Dividends received on our ADSs or Class A ordinary shares willnot be eligible for the dividends-received deduction allowed to corporations. Each U.S. Holder is advised to consult its tax advisors regarding the availabilityof the reduced tax rate applicable to qualified dividend income for any dividends we pay with respect to our ADSs or Class A ordinary shares.Dividends generally will be treated as income from foreign sources for United States foreign tax credit purposes. In the event that we are deemed to be aPRC resident enterprise under the Enterprise Income Tax Law, a U.S. Holder may be subject to PRC withholding taxes on dividends paid on our ADSs orClass A ordinary shares. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreignwithholding taxes imposed on dividends received on ADSs or Class A ordinary shares. A U.S. Holder who does not elect to claim a foreign tax credit forforeign tax withheld may instead claim a deduction, for United States federal income tax purposes, in respect of such withholding taxes, but only for a year inwhich such U.S. Holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex and U.S. Holders areurged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances. 108Table of ContentsSale or Other Disposition of ADSs or Class A Ordinary SharesA U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of ADSs or Class A ordinary shares in an amount equal tothe difference between the amount realized upon the disposition and the holder’s adjusted tax basis in such ADSs or Class A ordinary shares. Any capital gainor loss will be long-term gain or loss if the ADSs or Class A ordinary shares have been held for more than one year and will generally be United States-sourcegain or loss for United States foreign tax credit purposes. Long-term capital gain of non-corporate U.S. Holders is generally eligible for reduced rates oftaxation. In the event that gain from the disposition of the ADSs or Class A ordinary shares is subject to tax in the PRC, a U.S. Holder that is eligible for thebenefits of the United States-PRC income tax treaty may elect to treat the gain as PRC-source income. The deductibility of a capital loss may be subject tolimitations. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of our ADSs orClass A ordinary shares, including the availability of the foreign tax credit under their particular circumstances.Passive Foreign Investment Company RulesIf we are classified as a PFIC for any taxable year during which a U.S. Holder holds our ADSs or Class A ordinary shares, and unless the U.S. Holdermakes a mark-to-market election with respect to ADSs (as described below), the U.S. Holder will generally be subject to special tax rules that have apenalizing effect, regardless of whether we remain a PFIC, on (i) any excess distribution that we make to the U.S. Holder (which generally means anydistribution paid during a taxable year that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, theU.S. Holder’s holding period for the ADSs or Class A ordinary shares), and (ii) any gain realized on the sale or other disposition, including a pledge, undercertain circumstances, of ADSs or Class A ordinary shares. Under these PFIC rules: • the U.S. Holder’s excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or Class A ordinaryshares; • the amount 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 whichwe are classified as a PFIC (each, a “pre-PFIC year”) will be taxable as ordinary income; • the amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable toindividuals or corporations, as appropriate, for that year; • an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each priortaxable year, other than a pre-PFIC year.If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or Class A ordinary shares and any of our non-United Statessubsidiaries is also a PFIC (i.e., a lower-tier PFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be subject to the rules described above on certain distributions by a lower-tier PFIC and a disposition of shares of a lower-tier PFIC eventhough such U.S. Holder would not receive the proceeds of those distributions or dispositions. U.S. Holders are urged to consult their tax advisors regardingthe application of the PFIC rules to any of our subsidiaries. 109Table of ContentsAs an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to our ADSs,provided that the ADSs are regularly traded on the NYSE. We anticipate that the ADSs should qualify as being regularly traded, but no assurances may begiven in this regard. If a U.S. Holder makes this election, the U.S. Holder will generally (i) include as ordinary income for each taxable year the excess, if any,of the fair market value of ADSs held at the end of the taxable year over the adjusted tax basis of such ADSs and (ii) deduct as an ordinary loss the excess, ifany, of the adjusted tax basis of such ADSs over the fair market value of such ADSs held at the end of the taxable year, but such deduction will be allowedonly to the extent of the amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the ADSswould be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of acorporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the U.S. Holder will not be required to take into account the gain orloss described above during any year that such corporation is not classified as a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S.Holder recognizes upon the sale or other disposition of our ADSs in a year when we are a PFIC will be treated as ordinary income and any loss will be treatedas ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of themark-to-market election. In the case of a U.S. Holder who has held ADSs or Class A ordinary shares during any taxable year in respect of which we wereclassified as a PFIC and continues to hold such ADSs or Class A ordinary shares (or any portion thereof) and has not previously made a mark-to-marketelection, and if such U.S. Holder makes a mark-to-market election, special tax rules may apply relating to purging the PFIC taint of such ADSs or Class Aordinary shares.Because, as a technical matter, a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to besubject to the PFIC rules with respect to its indirect interest in any investments held by us that are treated as an equity interest in a PFIC for United Statesfederal income tax purposes.We do not intend to provide information necessary for U.S. Holders to make “qualified electing fund” elections which, if available, would result in taxtreatment different from the general tax treatment for PFICs described above.Dividends that we pay on our ADSs or Class A ordinary shares will not be eligible for the reduced tax rate that applies to qualified dividend incomediscussed above under “Dividends” if we are classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year. If a U.S.Holder owns our ADSs or Class A ordinary shares during any taxable year that we are a PFIC, the U.S. Holder must generally file an annual report with theInternal Revenue Service, subject to certain limited exceptions. Each U.S. Holder is urged to consult its tax advisor concerning the United States federalincome tax consequences of owning and disposing of our ADSs or Class A ordinary shares if we are or become a PFIC, including filing requirements, thepossibility of making a mark-to-market election and the unavailability of the qualifying electing fund election.Information ReportingCertain U.S. Holders are required to report information to the Internal Revenue Service relating to an interest in “specified foreign financial assets,”including shares issued by a non-United States corporation, for any year in which the aggregate value of all specified foreign financial assets exceeds$50,000 (or a higher dollar amount prescribed by the Internal Revenue Service), subject to certain exceptions (including an exception for shares held incustodial accounts maintained with a U.S. financial institution). These rules also impose penalties if a U.S. Holder is required to submit such information tothe Internal Revenue Service and fails to do so.In addition, dividend payments with respect to our ADSs or Class A ordinary shares and proceeds from the sale or other disposition of our ADSs orClass A ordinary shares may be subject to information reporting to the Internal Revenue Service. U.S. Holders are urged to consult their tax advisorsregarding the application of the United States information reporting rules to their particular circumstances. F.Dividends and Paying AgentsNot applicable. G.Statement by ExpertsNot applicable. 110Table of ContentsH.Documents on DisplayWe previously filed with the SEC registration statements on Form F-1 under the Securities Act with respect to our initial public offering and ourfollow-on offering of our Class A ordinary shares represented by ADSs.We are subject to the periodic reporting and other informational requirements of the Securities Exchange Act of 1934, or the Exchange Act. Under theExchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within fourmonths after the end of each fiscal year, which is December 31. The SEC maintains a website at www.sec.gov that contains reports, proxy and informationstatements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. Copies of reports and otherinformation, when filed, may also be inspected without charge, and may be obtained at prescribed rates at the public reference facilities maintained by theSEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain information regarding the Washington, D.C. Public Reference Roomby calling the SEC at 1-800-SEC-0330. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing andcontent of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profitrecovery provisions contained in Section 16 of the Exchange Act.We will furnish Deutsche Bank Trust Company Americas, the depositary of our ADSs, with our annual reports, which will include a review ofoperations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meetings and otherreports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communicationsavailable to holders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’ meetingreceived by the depositary from us.In accordance with NYSE Rule 203.01, we will post this annual report on our website http://ir.autohome.com.cn. In addition, we will providehardcopies of our annual report to shareholders, including ADS holders, free of charge upon request. I.Subsidiary InformationNot applicable.ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKInterest Rate RiskOur exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bankdeposits, and adjustable-rate short-term investments. We have not used derivative financial instruments in our investment portfolio. Interest earninginstruments carry a degree of interest rate risk. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in marketinterest rates. However, our future interest income and interest expense may fluctuate due to changes in market interest rates. Based on our interest earninginstruments during the year ended December 31, 2016, a 10% change in the interest rates would result in an increase or decrease of RMB8.8 million (US$1.3million) of our total amount of interest income for 2016.Foreign Exchange RiskWe earn substantially all of our revenues and incur most of our expenses in RMB, and substantially all of our sales contracts are denominated in RMB.We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge ourexposure to such risk. Although in general, our exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will beaffected by the exchange rate between the U.S. dollar and the RMB because the value of our business is effectively denominated in RMB, while the ADSswill be traded in U.S. dollars. Based on the amount of our cash and cash equivalents, restricted cash and short-term investments as of December 31, 2016, a1.0% change in the exchange rate between the Renminbi and the U.S. dollar would result in an increase or decrease of approximately US$1.4 million to ourcash and cash equivalents, restricted cash and short-term investments. 111Table of ContentsSignificant revaluation of RMB against U.S. dollar may materially affect our earnings and financial position, the conversion of RMB into foreigncurrencies, including U.S. dollars, is based on rates set by the People’s Bank of China. In July 2005, the PRC government changed its decades-old policy ofpegging the value of the RMB to the U.S. dollar, and the RMB appreciated more than 20% against the U.S. dollar over the following three years. BetweenJuly 2008 and June 2010, this appreciation halted and the exchange rate between the RMB and the U.S. dollar remained within a narrow band. Since June2010, the RMB has fluctuated against the U.S. dollar, at times significantly and unpredictably. It is difficult to predict how market forces or PRC or U.S.government policy may impact the exchange rate between the RMB and the U.S. dollar in the future.To the extent that we need to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation ofthe RMB against the U.S. dollar would have an adverse effect on the RMB amount we would receive from the conversion. Conversely, if we decide to convertRMB into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs, strategic acquisitions or investments or otherbusiness purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us.ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES A.Debt SecuritiesNot applicable. B.Warrants and RightsNot applicable. C.Other SecuritiesNot applicable. D.American Depositary SharesFees and Charges Our ADS Holders May Have to PayAs an ADS holder, you will be required to pay the following service fees to the depositary bank: Service Fees• Issuance of ADSs, including issuances resulting from a distribution ofshares or rights or other property Up to US$0.05 per ADS issued• Cancellation of ADSs, including in the case of termination of the depositagreement Up to US$0.05 per ADS cancelled• Distribution of cash dividends or other cash distributions Up to US$0.05 per ADS held• Distribution of ADSs pursuant to share dividends, free share distributions orexercise of rights Up to US$0.05 per ADS held• Distribution of securities other than ADSs or rights to purchase additionalADSs A fee equivalent to the fee that would be payable if securities distributed toyou had been Class A ordinary shares and the Class A ordinary shares hadbeen deposited for issuance of ADSs• Depositary services Up to US$0.05 per ADS held on the applicable record date(s) established bythe depositary bank• Transfer of ADRs US$1.50 per certificate presented for transfer 112Table of ContentsAs an ADS holder, you will also be responsible for paying certain fees and expenses incurred by the depositary bank and certain taxes andgovernmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented byany of your ADSs) such as: • Fees for the transfer and registration of Class A ordinary shares charged by the registrar and transfer agent for the Class A ordinary shares in theCayman Islands (i.e., upon deposit and withdrawal of Class A ordinary shares). • Expenses incurred for converting foreign currency into U.S. dollars. • Expenses for cable, telex and fax transmissions and for delivery of securities. • Taxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges or withholding taxes (i.e.,when Class A ordinary shares are deposited or withdrawn from deposit). • Fees and expenses incurred in connection with the delivery or servicing of Class A ordinary shares on deposit. • Fees and expenses incurred in connection with complying with exchange control regulations and other regulatory requirements applicable toClass A ordinary shares, deposited securities, ADSs and ADRs. • Any applicable fees and penalties thereon.The depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of theirclients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bankfor cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADSholders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date.The depositary fees payable for cash distributions are generally deducted from the cash being distributed or by selling a portion of distributableproperty to pay the fees. In the case of distributions other than cash (i.e., share dividends, rights), the depositary bank charges the applicable fee to the ADSrecord date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in directregistration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts(via DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held inDTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts inturn charge their clients’ accounts the amount of the fees paid to the depositary banks.In the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service untilpayment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.Fees and Other Payments Made by the Depositary to UsDeutsche Bank Trust Company Americas, as depositary, has agreed to reimburse us for a portion of certain expenses we incur that are related toestablishment and maintenance of the ADR program, including investor relations expenses. There are limits on the amount of expenses for which thedepositary will reimburse us, but the amount of reimbursement available to us is not related to the amounts of fees the depositary collects from investors.Further, the depositary has agreed to reimburse us certain fees payable to the depositary by holders of ADSs. Neither we nor the depositary can determine theexact amount to be made available to us because (i) the number of ADSs that will be issued and outstanding, (ii) the level of service fees to be charged toholders of ADSs and (iii) our reimbursable expenses related to the program are not known at this time. In 2016, we have received from the depositary areimbursement of approximately US$0.3 million. 113Table of ContentsPART II.ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIESNone.ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDSSee “Item 10. Additional Information” for a description of the rights of securities holders, which remain unchanged.The following “Use of Proceeds” information relates to: • the registration statement on Form F-1, as amended (File Number 333-192085) for our initial public offering of 8,993,000 ADSs (reflecting thefull exercise of the over-allotment option by the underwriters to purchase an additional 1,173,000 ADSs), representing 8,993,000 Class Aordinary shares, which registration statement was declared effective by the SEC on December 10, 2013. Deutsche Bank Securities Inc. andGoldman Sachs (Asia) L.L.C. acted as the representatives of the underwriters in our initial public offering; and • the registration statement on Form F-1, as amended (File Number 333-199862) for our 2014 Offering of 9,645,659 ADSs (reflecting the partialexercise of the over-allotment option by the underwriters to purchase an additional 1,145,659 ADSs), representing 9,645,659 Class A ordinaryshares, which registration statement was declared effective by the SEC on November 19, 2014. Deutsche Bank Securities Inc. and Goldman Sachs(Asia) L.L.C. acted as the representatives of the underwriters in our 2014 Offering.We incurred expenses and paid to others US$12.8 million for underwriting discounts and commissions in connection with our initial public offeringfrom the effective date of the registration statement for the initial public offering to December 31, 2014. We incurred expenses and paid to othersUS$5.0 million for underwriting discounts and commissions in connection with our 2014 Offering from the effective date of the registration statement for the2014 Offering to December 31, 2014. We received net proceeds of approximately US$142.6 million and US$97.3 million from our initial public offering and2014 Offering (together, the “Offerings”), respectively.In 2015 and 2016, we used approximately US$28 million of the net proceeds from the Offerings for payment of establishment of new subsidiaries,investment in joint venture, professional fees, insurance fees, compensation to directors and general corporate purposes.We intend to use the remainder of the proceeds from the Offerings for general corporate purposes, including funding potential investments andacquisitions of complementary businesses, assets and technologies.ITEM 15. CONTROLS AND PROCEDURESEvaluation of Disclosure Controls and ProceduresOur management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness ofour disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as requiredby Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our management has concluded that, as of December 31, 2016, our disclosure controlsand procedures were effective. 114Table of ContentsManagement’s Annual Report on Internal Control over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of consolidated financial statements in accordance with U.S. GAAP and includes those policies and procedures that(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a company’s assets,(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance withgenerally accepted accounting principles, and that a company’s receipts and expenditures are being made only in accordance with authorizations of acompany’s management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, ordisposition of a company’s assets that could have a material effect on the consolidated financial statements. Our management, with the participation of ourchief executive officer and chief financial officer, conducted an evaluation of the effectiveness of our company’s internal control over financial reporting asof December 31, 2016 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of theTreadway Commission (2013 Framework). Based on this evaluation, our management concluded that our internal control over financial reporting waseffective as of December 31, 2016.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, any evaluation ofeffectiveness as to future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.Attestation Report of the Independent Registered Public Accounting FirmThe effectiveness of our internal control over financial reporting as of December 31, 2016 has been audited by PricewaterhouseCoopers Zhong TianLLP, our independent registered public accounting firm, as stated in its report included on page F-2 of this annual report.Changes in Internal Control Over Financial ReportingThere were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2016 that have materiallyaffected, or are reasonably likely to materially affect, our internal control over financial reporting.ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERTOur board of directors has determined that Mr. Tianruo Pu is our audit committee financial expert, who is an independent director under the standardsset forth in Section 303A of the New York Stock Exchange Listed Company Manual and Rule 10A-3 of the Exchange Act. Mr. Pu is the chairman of our auditcommittee.ITEM 16B CODE OF ETHICSOur board of directors has adopted a code of business conduct and ethics that applies to our directors, officers, employees and agents, including certainprovisions that specifically apply to our chairman, chief executive officer, chief financial officer, controller, vice presidents and any other persons whoperform similar functions for us. We filed our code of business conduct and ethics as Exhibit 99.1 to our registration statement on Form F-1, as amended,which was originally filed with the SEC on November 4, 2013 and subsequently amended and filed with this annual report. We have posted a copy of ourcode of business conduct and ethics on our website at http://ir.autohome.com.cn. 115Table of ContentsITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICESThe following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Ernst &Young Hua Ming LLP and PricewaterhouseCoopers Zhong Tian LLP, our independent registered public accounting firm, for the periods indicated. We didnot pay any other fees to our independent registered public accounting firm during the periods other than those indicated below. For the Year Ended December 31, 2015 2016 (in RMB thousands) Audit fees(1) 7,853 10,251 Tax fees(2) — 1,087 (1)“Audit fees” means the aggregate fees billed for professional services rendered by our independent registered public accounting firm for the audit ofour annual financial statements, the audit of our internal control over financial reporting and the review of our comparative interim financialinformation.(2)“Tax fees” represents the aggregated fees billed for professional services rendered by our independent registered public accounting firm for taxcompliance, tax advice and tax planning.The policy of our audit committee is to preapprove all audit and nonaudit services provided by Ernst & Young Hua Ming LLP andPricewaterhouseCoopers Zhong Tian LLP, including audit services and tax services as described above, other than those for de minimis services which areapproved by the audit committee prior to the completion of the audit. Our audit committee has approved all of our audit fees and tax fees for the year endedDecember 31, 2016.ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEESNot applicable.ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERSNone. ITEM 16FCHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANTOn November 11, 2016, we dismissed Ernst & Young Hua Ming LLP, or EY, as our independent registered public accounting firm, and engagedPricewaterhouseCoopers Zhong Tian LLP as our independent registered public accounting firm in connection with the audit of our consolidated financialstatements for the three fiscal years ended December 31, 2016, each effective immediately.EY’s audit reports on our company’s consolidated financial statements as of December 31, 2015 and 2014 and for each of the three years in the periodended December 31, 2015 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope oraccounting principles. EY, did not audit our financial statements as of any date or for any period subsequent to December 31, 2015. EY’s audit report on theeffectiveness of our internal control over financial reporting as of December 31, 2015 did not contain an adverse opinion, nor were they qualified ormodified.The change of our independent registered public accounting firm was approved by our independent audit committee. The decision was not made dueto any disagreements with EY.During each of the three years in the period ended December 31, 2015 and the subsequent interim period through November 11, 2016, there were nodisagreements between us and EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, any ofwhich, if not resolved to EY’s satisfaction, would have caused EY to make references thereto in their reports. In addition, there were no “reportable events”requiring disclosure pursuant to Item 16F(a)(1)(v) of the instructions to Form 20-F. 116Table of ContentsWe provided EY with a copy of the foregoing disclosure, and requested that EY furnish us with a letter addressed to the SEC stating whether it agreeswith the above statements, and if not, stating the respects in which it does not agree. We have received the requested letter from EY, a copy of which is filedas Exhibit 16.1 to this Form 20-F.During each of the years ended December 31, 2015, 2014 and 2013 and the subsequent interim period through November 11, 2016, neither we noranyone on behalf of us has consulted with PricewaterhouseCoopers Zhong Tian LLP regarding (i) the application of accounting principles to a specifictransaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and neither a writtenreport nor oral advice was provided to us that PricewaterhouseCoopers Zhong Tian LLP concluded was an important factor considered by us in reaching adecision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement pursuant to Item 16F(a)(1)(iv) of theinstructions to Form 20-F, or (iii) any reportable event pursuant to Item 16F(a)(1)(v) of the instructions to Form 20-F.ITEM 16G CORPORATE GOVERNANCEWe have followed and intend to follow the applicable NYSE corporate governance listing standards.ITEM 16H MINE SAFETY DISCLOSURENot applicable.PART III.ITEM 17. FINANCIAL STATEMENTSWe have elected to provide financial statements pursuant to Item 18.ITEM 18. FINANCIAL STATEMENTSThe consolidated financial statements of Autohome Inc. are included at the end of this annual report.ITEM 19. EXHIBITS ExhibitNumber Description of Document 1.1 Fourth Amended and Restated Memorandum and Articles of Association of the Registrant, adopted on November 27, 2013 (incorporated hereinby reference to Exhibit 3.2 to the registration statement on Form F-1, as amended (File No. 333-192085), initially filed with the Securities andExchange Commission on November 4, 2013) 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. 333-192085), initially filed with the Securities and Exchange Commission on November 4, 2013) 2.2 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. 333-192085), initially filed with the Securities and Exchange Commission on November 4, 2013) 2.3 Deposit Agreement among the Registrant, the depositary and holders of the American Depositary Receipts dated as of December 10, 2013(incorporated herein by reference to Exhibit 4.3 to the registration statement on Form S-8 (File No. 333-196006), filed with the Securities andExchange Commission on May 16, 2014) 117Table of ContentsExhibitNumber Description of Document 4.1 2011 Share Incentive Plan of the Registrant (incorporated herein by reference to Exhibit 10.1 to the registration statement on Form F-1, asamended (File No. 333-192085), initially filed with the Securities and Exchange Commission on November 4, 2013) 4.2 2013 Share Incentive Plan of the Registrant (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form F-1, asamended (File No. 333-192085), initially filed with the Securities and Exchange Commission on November 4, 2013) 4.3 Form of Indemnification Agreement between the Registrant and its directors and officers (incorporated herein by reference to Exhibit 10.3 to theregistration statement on Form F-1, as amended (File No. 333-192085), initially filed with the Securities and Exchange Commission onNovember 4, 2013) 4.4 English translation of Form of Employment Agreement between Autohome WFOE and an executive officer of the Registrant (incorporatedherein by reference to Exhibit 10.4 to the registration statement on Form F-1, as amended (File No. 333-192085), initially filed with theSecurities and Exchange Commission on November 4, 2013) 4.5* English translation of the Executed Form of the Equity Interest Purchase Agreement among Xiang Li, Zheng Fan, Zhi Qin as sellers and Min Lu,Haiyun Lei as buyers and Autohome Information as the target company dated March 25, 2017 4.6* English translation of the Executed Form of the Equity Interest Purchase Agreement among Xiang Li, Zheng Fan, Zhi Qin as sellers and Min Lu,Haiyun Lei as buyers and Shanghai Advertising as target company dated March 25, 2017 4.7* English translation of the Executed Form of the Equity Interest Purchase Agreement among Xiang Li, Zheng Fan, Zhi Qin as sellers and Min Lu,Haiyun Lei as buyers and Guangzhou Advertising as target company dated September 30, 2016 4.8* English translation of the Executed Form of the Equity Interest Purchase Agreement among Zheng Fan, Zhi Qin as sellers and Min Lu, HaiyunLei as buyers and Shengtuo Hongyuan as the target company dated September 30, 2016 4.9* English translation of the Executed Form of the Debt Transfer and Offset Agreement among Autohome WFOE as creditor, Xiang Li, Zheng Fan,Zhi Qin as transferors, and Min Lu, Haiyun Lei as transferees dated March 25, 2017 4.10* English translation of the Executed Form of the Debt Transfer and Offset Agreement among Autohome WFOE as creditor, Xiang Li, Zheng Fan,Zhi Qin as transferors, and Min Lu, Haiyun Lei as transferees dated March 25, 2017 4.11* English translation of the Executed Form of the Debt Transfer and Offset Agreement among Autohome WFOE as creditor, Xiang Li, Zheng Fan,Zhi Qin as transferors, and Min Lu, Haiyun Lei as transferees dated September 30, 2016 4.12* English translation of the Executed Form of the Debt Transfer and Offset Agreement among Chezhiying WFOE as creditor, Zheng Fan, Zhi Qinas transferors, and Min Lu, Haiyun Lei as transferees dated September 30, 2016 4.13* English translation of the Executed Form of the Exclusive Technology Consulting and Service Agreement between Autohome WFOE andAutohome Information dated March 25, 2017 118Table of ContentsExhibitNumber Description of Document 4.14* English translation of the Executed Form of the Exclusive Technology Consulting and Service Agreement between Autohome WFOE andShanghai Advertising dated March 25, 2017 4.15* English translation of the Executed Form of the Exclusive Technology Consulting and Service Agreement between Autohome WFOE andGuangzhou Advertising dated Sepetmber 30, 2016 4.16* English translation of the Executed Form of the Exclusive Technology Consulting and Service Agreement between Chezhiying WFOE andShengtuo Hongyuan dated Sepetmber 30, 2016 4.17* English translation of the Executed Form of the Exclusive Technology Consulting and Service Agreement between Autohome WFOE andAutohome Advertising dated Sepetmber 30, 2016 4.18* English translation of the Executed Form of the Exclusive Technology Consulting and Service Agreement between Autohome WFOE andChengshi Advertising dated Sepetmber 30, 2016 4.19* English translation of the Executed Form of the Exclusive Technology Consulting and Service Agreement between Chezhiying WFOE andAutohome Used Car Appraisal dated Sepetmber 30, 2016 4.20* English translation of the Executed Form of the Exclusive Technology Consulting and Service Agreement between Chezhiying WFOE andAutohome Used Car Brokerage dated Sepetmber 30, 2016 4.21* English translation of the Executed Form of the Loan Agreement between Autohome WFOE and Min Lu dated March 25, 2017 4.22* English translation of the Executed Form of the Loan Agreement between Autohome WFOE and Haiyun Lei dated March 25, 2017 4.23* English translation of the Executed Form of the Loan Agreement between Autohome WFOE and Min Lu dated March 25, 2017 4.24* English translation of the Executed Form of the Loan Agreement between Autohome WFOE and Haiyun Lei dated March 25, 2017 4.25* English translation of the Executed Form of the Loan Agreement between Autohome WFOE and Min Lu dated Sepetmber 30, 2016 4.26* English translation of the Executed Form of the Loan Agreement between Autohome WFOE and Haiyun Lei dated September 30, 2016 4.27* English translation of the Executed Form of the Loan Agreement between Chezhiying WFOE and Min Lu dated Sepetmber 30, 2016 4.28* English translation of the Executed Form of the Loan Agreement between Chezhiying WFOE and Haiyun Lei dated Sepetmber 30, 2016 4.29* English translation of the Executed Form of the Equity Option Agreement among Autohome WFOE, Autohome Information and Min Lu datedMarch 25, 2017 4.30* English translation of the Executed Form of the Equity Option Agreement among Autohome WFOE, Autohome Information and Haiyun Leidated March 25, 2017 4.31* English translation of the Executed Form of the Equity Option Agreement among Autohome WFOE, Shanghai Advertising and Min Lu datedMarch 25, 2017 4.32* English translation of the Executed Form of the Equity Option Agreement among Autohome WFOE, Shanghai Advertising and Haiyun Lei datedMarch 25, 2017 119Table of ContentsExhibitNumber Description of Document 4.33* English translation of the Executed Form of the Equity Option Agreement among Autohome WFOE, Guangzhou Advertising and Min Lu datedSeptember 30, 2016 4.34* English translation of the Executed Form of the Equity Option Agreement among Autohome WFOE, Guangzhou Advertising and Haiyun Leidated September 30, 2016 4.35* English translation of the Executed Form of the Equity Option Agreement among Chezhiying WFOE, Shengtuo Hongyuan and Min Lu datedSeptember 30, 2016 4.36* English translation of the Executed Form of the Equity Option Agreement among Chezhiying WFOE, Shengtuo Hongyuan and Haiyun Leidated September 30, 2016 4.37* English translation of the Executed Form of the Equity Option Agreement among Autohome WFOE, Autohome Information and AutohomeAdvertising dated September 30, 2016 4.38* English translation of the Executed Form of the Equity Option Agreement among Autohome WFOE, Autohome Information and ChengshiAdvertising dated September 30, 2016 4.39* English translation of the Executed Form of the Equity Option Agreement among Chezhiying WFOE, Shengtuo Hongyuan and Autohome UsedCar Appraisal dated September 30, 2016 4.40* English translation of the Executed Form of the Equity Option Agreement among Chezhiying WFOE, Shengtuo Hongyuan and Autohome UsedCar Brokerage dated September 30, 2016 4.41* English translation of the Executed Form of the Equity Interest Pledge Agreement between Autohome WFOE and Min Lu dated March 25, 2017 4.42* English translation of the Executed Form of the Equity Interest Pledge Agreement between Autohome WFOE and Haiyun Lei dated March 25,2017 4.43* English translation of the Executed Form of the Equity Interest Pledge Agreement between Autohome WFOE and Min Lu dated March 25, 2017 4.44* English translation of the Executed Form of the Equity Interest Pledge Agreement between Autohome WFOE and Haiyun Lei dated March 25,2017 4.45* English translation of the Executed Form of the Equity Interest Pledge Agreement between Autohome WFOE and Min Lu dated September 30,2016 4.46* English translation of the Executed Form of the Equity Interest Pledge Agreement between Autohome WFOE and Haiyun Lei datedSeptember 30, 2016 4.47* English translation of the Executed Form of the Equity Interest Pledge Agreement between Chezhiying WFOE and Min Lu dated September 30,2016 4.48* English translation of the Executed Form of the Equity Interest Pledge Agreement between Chezhiying WFOE and Haiyun Lei datedSeptember 30, 2016 4.49* English translation of the Executed Form of the Equity Interest Pledge Agreement between Autohome WFOE and Autohome Information datedSeptember 30, 2016 4.50* English translation of the Executed Form of the Equity Interest Pledge Agreement between Autohome WFOE and Autohome Information datedSeptember 30, 2016 4.51* English translation of the Executed Form of the Equity Interest Pledge Agreement between Chezhiying WFOE and Shengtuo Hongyuan datedSeptember 30, 2016 120Table of ContentsExhibitNumber Description of Document 4.52* English translation of the Executed Form of the Equity Interest Pledge Agreement between Chezhiying WFOE and Shengtuo Hongyuan datedSeptember 30, 2016 4.53* English translation of the Executed Form of the Power of Attorney by Min Lu dated March 25, 2017 4.54* English translation of the Executed Form of the Power of Attorney by Haiyun Lei dated March 25, 2017 4.55* English translation of the Executed Form of the Power of Attorney by Min Lu dated March 25, 2017 4.56* English translation of the Executed Form of the Power of Attorney by Haiyun Lei dated March 25, 2017 4.57* English translation of the Executed Form of the Power of Attorney by Min Lu dated September 30, 2016 4.58* English translation of the Executed Form of the Power of Attorney by Haiyun Lei dated September 30, 2016 4.59* English translation of the Executed Form of the Power of Attorney by Min Lu dated September 30, 2016 4.60* English translation of the Executed Form of the Power of Attorney by Haiyun Lei dated September 30, 2016 4.61* English translation of the Executed Form of the Power of Attorney by Autohome Information dated September 30, 2016 4.62* English translation of the Executed Form of the Power of Attorney by Autohome Information dated September 30, 2016 4.63* English translation of the Executed Form of the Power of Attorney by Shengtuo Hongyuan dated September 30, 2016 4.64* English translation of the Executed Form of the Power of Attorney by Shengtuo Hongyuan dated September 30, 2016 4.65* Amended and Restated 2016 Share Incentive Plan of the Registrant, as amended on April 20, 2017 4.66* 2016 Share Incentive Plan II (as amended by Amendment No.1 to the 2016 Share Incentive Plan II) of the Registrant 4.67* Investor’s Rights Agreement by and among the Registrant and Yun Chen Capital Cayman dated September 30, 2016 8.1* List of Principal Subsidiaries and VIEs 11.1 Amended and Restated Code of Business Conduct and Ethics of the Registrant (incorporated herein by reference to Exhibit 11.1 to the Form20-F (File No. 001-36222), filed with the Securities and Exchange Commission on March 31, 2014) 12.1* Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 12.2* Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 121Table of ContentsExhibitNumber Description of Document 13.1** Certification by Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 13.2** Certification by Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 15.1* Consent of Ernst & Young Hua Ming LLP, independent registered public accounting firm 15.2* Consent of PricewaterhouseCoopers Zhong Tian LLP, independent registered public accounting firm 15.3* Consent of Commerce & Finance Law Offices 16.1* Letter from Ernst & Young Hua Ming LLP to the Securities and Exchange Commission101.INS* XBRL Instance Document101.SCH* XBRL Taxonomy Extension Schema Document101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document101.DEF* XBRL Taxonomy Extension Definition Linkbase Document101.LAB* XBRL Taxonomy Extension Label Linkbase Document101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document *Filed with this annual report on Form 20-F.**Furnished with this annual report on Form 20-F. 122Table of ContentsSIGNATURESThe registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned tosign this annual report on its behalf. AUTOHOME INC.By: /s/ Min Lu Name: Min Lu Title: Chairman of the Board and Chief ExecutiveOfficerDate: April 25, 2017 123Table of ContentsAUTOHOME INC.INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of independent registered public accounting firm F-2-F-3 Consolidated balance sheets as of December 31, 2015 and 2016 F-4-F-5 Consolidated statements of comprehensive income for the years ended December 31, 2014, 2015 and 2016 F-6 Consolidated statements of cash flows for the years ended December 31, 2014, 2015 and 2016 F-7 Consolidated statements of changes in shareholders’ equity for the years ended December 31, 2014, 2015 and 2016 F-8 Notes to the consolidated financial statements F-9-F-42 F-1Table of ContentsReport of Independent Registered Public Accounting FirmTo the Board of Directors and Shareholders of Autohome Inc.:In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of comprehensive income, of changes in shareholders’equity and of cash flows present fairly, in all material respects, the financial position of Autohome Inc. and its subsidiaries at December 31, 2016, and theresults of their operations and their cash flows for the year ended December 31, 2016 in conformity with accounting principles generally accepted in theUnited States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as ofDecember 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizationsof the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal controlover financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report onInternal Control over Financial Reporting appearing under Item 15 of the accompanying Form 20-F. Our responsibility is to express opinions on thesefinancial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordancewith the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtainreasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reportingwas maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overallfinancial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financialreporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on theassessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits providea reasonable basis for our opinions.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate./s/ PricewaterhouseCoopers Zhong Tian LLPBeijing, the People’s Republic of ChinaApril 25, 2017 F-2Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of Directors and Shareholders of Autohome Inc.We have audited the accompanying consolidated balance sheets of Autohome Inc. (the “Company”) as of December 31, 2015 and 2014, and the relatedconsolidated statements of comprehensive income, cash flows and changes in shareholders’ equity for each of the three years in the period ended December31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on theseconsolidated financial statements based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion.In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of AutohomeInc. at December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December31, 2015, in conformity with U.S. generally accepted accounting principles.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Autohome Inc.’s internal controlover financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 17, 2016 expressed an unqualified opinion thereon./s/ Ernst & Young Hua Ming LLPBeijing, the People’s Republic of ChinaMarch 17, 2016 F-3Table of ContentsAUTOHOME INC.CONSOLIDATED BALANCE SHEETSAS OF DECEMBER 31, 2015 AND 2016(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) Note 2015 2016 RMB RMB US$ ASSETS Current assets: Cash and cash equivalents 2,152,647 3,293,911 474,422 Restricted cash 3 61,091 9,319 1,342 Short-term investments 3 1,955,315 2,430,091 350,006 Accounts receivable (net of allowance for doubtful accounts of RMB2,315 and RMB512 (US$74) as ofDecember 31, 2015 and 2016, respectively) 4 1,075,456 1,205,924 173,689 Inventories, net 5 111,667 95,617 13,772 Amounts due from related parties, current 13 1,645 20,451 2,946 Prepaid expenses and other current assets 6 338,677 377,219 54,331 Deferred tax assets, current 7 45,977 99,228 14,292 Total current assets 5,742,475 7,531,760 1,084,800 Non-current assets: Property and equipment, net 8 103,554 134,574 19,383 Intangible assets, net 9 34,155 29,667 4,273 Goodwill 11 1,504,278 1,504,278 216,661 Long-term investments 10 124,102 134,466 19,367 Amounts due from related parties, non-current 13 — 809 117 Deferred tax assets, non-current 7 — 22,435 3,231 Other non-current assets 21,512 34,037 4,902 Total non-current assets 1,787,601 1,860,266 267,934 Total assets 7,530,076 9,392,026 1,352,734 LIABILITIES AND EQUITY Current liabilities: Accrued expenses and other payables 12 833,473 1,151,547 165,859 Advance from customers 27,214 75,882 10,929 Deferred revenue 872,487 1,012,143 145,779 Notes payable 174,943 31,063 4,474 Income tax payable 224,973 256,775 36,983 Amounts due to related parties 13 23,444 16,630 2,395 Total current liabilities (including current liabilities of consolidated VIEs without recourse to AutohomeWFOE and Chezhiying WFOE of RMB137,933 and RMB291,685 (US$42,011) as of December 31, 2015 and2016, respectively) 2,156,534 2,544,040 366,419 Non-current liabilities: Other liabilities 7 32,596 34,977 5,038 Deferred tax liabilities 7 489,910 461,796 66,512 Total non-current liabilities (including non-current liabilities of consolidated VIEs without recourse toAutohome WFOE and Chezhiying WFOE of RMB28,445 and RMB28,531 (US$4,109) as of December 31,2015 and 2016, respectively) 522,506 496,773 71,550 Total liabilities (including total liabilities of consolidated VIEs without recourse to Autohome WFOE andChezhiying WFOE of RMB166,378 and RMB320,216 (US$46,120) as of December 31, 2015 and 2016,respectively) 2,679,040 3,040,813 437,969 Commitments and contingencies 14 The accompanying notes are an integral part of these consolidated financial statements F-4Table of ContentsAUTOHOME INC.CONSOLIDATED BALANCE SHEETSAS OF DECEMBER 31, 2015 AND 2016(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) Note 2015 2016 RMB RMB US$ Shareholders’ equity: Class A ordinary shares (par value of US$0.01 per share; 99,931,211,060 shares authorized; 51,230,242 and115,297,224 shares issued and outstanding as of December 31, 2015 and 2016, respectively) 16 3,452 7,784 1,121 Class B ordinary shares (par value of US$0.01 per share; 68,788,940 shares authorized; 61,824,328 and nilshares issued and outstanding as of December 31, 2015 and 2016, respectively) 16 4,183 — — Additional paid-in capital 2,787,103 3,006,152 432,976 Accumulated other comprehensive income 62,753 125,009 18,005 Retained earnings 1,993,545 3,221,459 463,987 Total Autohome Inc. shareholders’ equity 4,851,036 6,360,404 916,089 Noncontrolling interests — (9,191) (1,324) Total equity 4,851,036 6,351,213 914,765 Total liabilities and equity 7,530,076 9,392,026 1,352,734 The accompanying notes are an integral part of these consolidated financial statements F-5Table of ContentsAUTOHOME INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEFOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) Note 2014 2015 2016 RMB RMB RMB US$ Net revenues: Media services 1,287,437 1,878,397 2,347,626 338,128 Leads generation services 839,778 1,403,892 1,916,445 276,026 Online marketplace 5,734 181,686 1,697,550 244,498 Total net revenues 2,132,949 3,463,975 5,961,621 858,652 Cost of revenues 15 (381,498) (669,121) (2,393,165) (344,687) Gross profit 1,751,451 2,794,854 3,568,456 513,965 Operating expenses: Sales and marketing expenses (559,070) (1,127,484) (1,536,939) (221,365) General and administrative expenses (129,751) (193,655) (306,794) (44,188) Product development expenses (158,395) (273,908) (571,354) (82,292) Operating profit 904,235 1,199,807 1,153,369 166,120 Interest income 34,682 63,218 88,168 12,699 Earnings/(loss) from equity method investments — 102 (6,638) (956) Other income, net 2,544 13,064 13,953 2,010 Income before income taxes 941,461 1,276,191 1,248,852 179,873 Income tax expense 7 (192,781) (285,542) (32,629) (4,700) Net income 748,680 990,649 1,216,223 175,173 Net loss attributable to noncontrolling interests — — 11,691 1,684 Net income attributable to Autohome Inc. 748,680 990,649 1,227,914 176,857 Earnings per share for ordinary shares: Basic 18 7.01 8.83 10.75 1.55 Diluted 18 6.64 8.57 10.58 1.52 Weighted average number of shares used to compute earnings per shareattributable to Class A and Class B common stockholders: Basic 18 106,735,303 112,227,405 114,237,600 114,237,600 Diluted 18 112,831,585 115,646,826 116,036,327 116,036,327 Net income 748,680 990,649 1,216,223 175,173 Other comprehensive income, net of tax of nil Foreign currency translation adjustments 3,946 56,821 62,256 8,967 Comprehensive income 752,626 1,047,470 1,278,479 184,140 Comprehensive loss attributable to noncontrolling interests — — 11,691 1,684 Comprehensive income attributable to Autohome Inc. 752,626 1,047,470 1,290,170 185,824 The accompanying notes are an integral part of these consolidated financial statements F-6Table of ContentsAUTOHOME INC.CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 2014 2015 2016 RMB RMB RMB US$ CASH FLOWS FROM OPERATING ACTIVITIES Net income 748,680 990,649 1,216,223 175,173 Adjustments to reconcile net income to net cash from operating activities: Depreciation of property and equipment 35,084 51,337 65,246 9,397 Amortization of intangible assets 6,053 5,247 4,558 656 Loss on disposal of property and equipment 163 570 227 33 Provision for doubtful accounts 42 2,179 2,303 332 (Earnings)/loss from equity method investments — (102) 6,638 956 Fair value change of short-term investments — — (5,883) (847) Write-down of inventories and prepayment for vehicle purchase cost — — 50,190 7,229 Share-based compensation 56,666 107,945 195,393 28,142 Deferred income taxes 5,334 (6,475) (103,800) (14,950) Changes in operating assets and liabilities: Accounts receivable (271,025) (340,940) (132,771) (19,123) Amounts due from related parties, current — (1,645) (18,806) (2,709) Prepaid expenses and other current assets (60,528) (264,391) (77,587) (11,175) Inventories — (111,667) 4,418 636 Restricted cash — (61,091) 51,772 7,457 Amounts due from related parties, non-current — — (809) (116) Other non-current assets (12,936) (1,965) (12,090) (1,741) Accrued expenses and other payables 201,421 316,714 308,861 44,484 Advance from customers 40,190 (15,316) 48,668 7,010 Notes payable — 174,943 (143,880) (20,723) Deferred revenue 225,557 433,690 139,656 20,115 Income tax payable 54,559 150,210 31,802 4,580 Amounts due to related parties (534) 23,411 (6,814) (981) Other liabilities (4,983) 8,538 2,381 343 Net cash generated from operating activities 1,023,743 1,461,841 1,625,896 234,178 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (42,718) (89,161) (88,837) (12,796) Proceeds from disposal of property and equipment 1,084 595 539 78 Acquisition of intangible assets (108) — — — Purchase of long-term investments — (124,000) (17,000) (2,449) Purchase of short-term investments (2,155,360) (3,715,074) (4,212,594) (606,740) Maturity of short-term investments 437,585 3,519,983 3,802,986 547,744 Net cash used in investing activities (1,759,517) (407,657) (514,906) (74,163) CASH FLOWS FROM FINANCING ACTIVITIES Decrease in restricted cash 245,000 — — — Repayment of short-term debt (2,358) — — — Net proceeds from the initial public offering (“IPO”) and follow-on offering of ADSs 603,980 — — — Payments of offering cost for IPO (11,998) — — — Payments for repurchase of common stock (227,015) — — — Proceeds from exercise of share options 39,787 30,200 25,420 3,661 Capital injection from noncontrolling interests shareholder — — 2,500 360 Net cash generated from financing activities 647,396 30,200 27,920 4,021 Effect of exchange rate changes on cash and cash equivalents 4,181 13,847 2,354 340 Net (decrease)/increase in cash and cash equivalents (84,197) 1,098,231 1,141,264 164,376 Cash and cash equivalents at beginning of year 1,138,613 1,054,416 2,152,647 310,046 Cash and cash equivalents at end of year 1,054,416 2,152,647 3,293,911 474,422 Supplemental disclosures of cash flow information: Income taxes paid 137,826 133,265 102,443 14,755 Purchase of fixed assets included in accrued expensesand other payables 10,598 2,612 12,200 1,757 The accompanying notes are an integral part of these consolidated financial statements F-7Table of ContentsAUTOHOME INC.CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITYFOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) Ordinary shares Additionalpaid-in Accumulatedothercomprehensive Retained Noncontrolling Total Shares Amount capital income Earnings interests Equity Number RMB RMB RMB RMB RMB RMB Balance as of January 1, 2014 105,136,436 7,149 1,949,013 1,986 254,216 — 2,212,364 Net income — — — — 748,680 — 748,680 Other comprehensive income: Foreign currency translation adjustments — — — 3,946 — — 3,946 Issuance of Class A ordinary shares upon completionof the IPO, net of offering costs (Note 16) 2,424,801 149 603,831 — — — 603,980 Exercise and vesting of share-based awards 3,040,926 186 39,601 — — — 39,787 Share-based compensation — — 56,666 — — — 56,666 Balance as of December 31, 2014 110,602,163 7,484 2,649,111 5,932 1,002,896 — 3,665,423 Net income — — — 990,649 — 990,649 Other comprehensive income: — Foreign currency translation adjustments — — — 56,821 — — 56,821 Exercise and vesting of share-based awards 2,452,407 151 30,047 — — — 30,198 Share-based compensation — — 107,945 — — — 107,945 Balance as of December 31, 2015 113,054,570 7,635 2,787,103 62,753 1,993,545 — 4,851,036 Net income / (loss) — — — 1,227,914 (11,691) 1,216,223 Other comprehensive income: Foreign currency translation adjustments — — — 62,256 — — 62,256 Capital injection from noncontrolling interestsshareholder — — — — — 2,500 2,500 Exercise and vesting of share-based awards 2,242,654 149 23,656 — — — 23,805 Share-based compensation — — 195,393 — — — 195,393 Balance as of December 31, 2016 115,297,224 7,784 3,006,152 125,009 3,221,459 (9,191) 6,351,213 Balance as of December 31, 2016, in US$ 1,121 432,976 18,005 463,987 (1,324) 914,765 The accompanying notes are an integral part of these consolidated financial statements F-8Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 1.ORGANIZATIONAutohome Inc., formerly known as Sequel Limited (the “Company”), was incorporated under the laws of the Cayman Islands on June 23, 2008. Uponincorporation, the Company was 100% owned by Telstra Holdings Pty Ltd. (“Telstra”). On June 27, 2008 (the “Acquisition date”), the Company acquiredCheerbright International Holdings Limited (“Cheerbright”), China Topside Co., Ltd. (“China Topside”), and Norstar Advertising Media Holdings Co., Ltd.(“Norstar”), and their respective wholly foreign-owned enterprises and variable interest entities (“VIEs”). Subsequent to the acquisition, the Company wasowned 55% by Telstra, and 45% by the selling shareholders of Cheerbright, China Topside and Norstar. In May 2012, Telstra acquired additional ordinaryshares of the Company from other shareholders. In June 2016, Telstra completed the sale of approximately 47.4% of the total issued shares in the Company toPing An Insurance (Group) Company of China Ltd. (“Ping An”). After the consummation of the sale, Ping An became the Company’s controlling shareholder.The Company successfully completed its IPO and listing of 8,993,000 American Depositary Shares (“ADSs”) on the New York Stock Exchange in December,2013, and raised net proceeds of US$142,590 from the offering. Each ADS represents one ordinary share. Upon the completion of IPO in December, 2013, theCompany’s dual-class ordinary share structure came into effect (Note 16). Upon the completion of follow-on offering in November 2014, 2,424,801 ADSswere issued by the Company and 6,964,612 Class B ordinary shares were converted into Class A ordinary shares. The net proceeds from the follow-onoffering amounted to US$97,344 net of issuance cost. Upon the transfer of 47.4% share ownership by Telstra to Ping An in June 2016, all the Class Bordinary shares were converted into Class A ordinary shares. As of December 31, 2016, the Company had ordinary shares outstanding, all comprised of115,297,224 Class A ordinary shares. Ping An became the Company’s controlling shareholder holding 47.2% of the total equity interest and voting rights,respectively in the Company as of December 31, 2016.The Company, through its subsidiaries and VIEs (as disclosed in the table below), is engaged in the provision of media services, leads generation services andonline marketplace in the People’s Republic of China (the “PRC”). F-9Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 1.ORGANIZATION (CONTINUED) As of December 31, 2016, the Company’s principal subsidiaries and VIEs where Autohome WFOE and Chezhiying WFOE are the primary beneficiariesinclude the following entities: Entity Date ofincorporation oracquisition Place of incorporation Percentage ofdirectownership bythe Company Principal activitiesSubsidiaries Cheerbright International Holdings, Limited(“Cheerbright”) June 13, 2006 British Virgin Islands 100% Investment holdingAutohome E-commerce Inc. February 6, 2015 Cayman Islands 100% Investment holdingAutohome Link Inc. January 29, 2015 Cayman Islands 100% Investment holdingAutohome Financing Limited March 23, 2015 Cayman Islands 100% Investment holdingAutohome (Hong Kong) Limited (“AutohomeHK”) March 16, 2012 Hong Kong 100% Provision of online advertising servicesAutohome Media Limited (“AutohomeMedia”, formerly known as PrbrowniesMarketing Limited) October 18, 2013 Hong Kong 100% Provision of online advertising servicesAutohome E-commerce Hong Kong Limited February 18, 2015 Hong Kong 100% Provision of information technologyservicesAutohome Link Hong Kong Limited February 16, 2015 Hong Kong 100% Provision of information technologyservicesAutohome Financing Hong Kong Limited April 15, 2015 Hong Kong 100% Provision of financial servicesBeijing Cheerbright Technologies Co., Ltd.(“Autohome WFOE”) September 1, 2006 PRC 100% Provision of technical and consultingservicesAutohome Shanghai Advertising Co., Ltd. September 29, 2013 PRC 100% Provision of online advertising servicesBeijing Prbrownies Software Co., Ltd.(formerly known as “Beijing AutohomeSoftware Co., Ltd.”) November 12, 2013 PRC 100% Provision of information technologyservicesBeijing Autohome Technologies Co., Ltd. November 12, 2013 PRC 100% Provision of information technologyservicesBeijing Autohome Advertising Co., Ltd. November 13, 2013 PRC 100% Provision of online advertising servicesGuangzhou Autohome Advertising Co., Ltd. November 25, 2013 PRC 100% Provision of online advertising servicesTianjin Autohome Technologies Co., Ltd. October 20, 2014 PRC 100% Provision of information technologyservicesAutohome (Tianjin) Automobile Sales Co.,Ltd. October 20, 2014 PRC 100% Provision of automobile and componentparts sales service F-10Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 1.ORGANIZATION (CONTINUED) Entity Date of incorporationor acquisition Place of incorporation Percentage ofdirectownership bythe Company Principal activitiesBeijing Chezhiying Technology Co., Ltd.(“Chezhiying WFOE”) May 26, 2015 PRC 100% Provision of information technologyservicesBeijing Chezhiying Software Co., Ltd.(“Chezhiying Software”) December 9, 2015 PRC 100% Provision of information technologyservicesBeijing Kemoshijie Technology Co., Ltd. September 11, 2015 PRC 100% Provision of information technologyservicesShanghai Baiche Julian InformationTechnology Co., Ltd. December 29, 2014 PRC 100% Provision of information technologyservicesBeijing Haochezhijia E-commerce Co., Ltd. April 25, 2016 PRC 75% Provision of automobile andcomponent partssales serviceHuai’an Prbrownies Software Co., Ltd. September 13, 2016 PRC 100% Provision of information technologyservicesChengdu Prbrownies Software Co., Ltd. September 30, 2016 PRC 100% Provision of information technologyservicesVIEs Beijing Autohome Information TechnologyCo., Ltd. (“Autohome Information”) August 28, 2006 PRC — Provision of online advertising anddealer subscription servicesBeijing Shengtuo Autohome AdvertisingCo., Ltd. September 21, 2010 PRC — Provision of online advertisingservicesBeijing Shengtuo Hongyuan InformationTechnology Co., Ltd. (“ShengtuoHongyuan”) November 8, 2010 PRC — Provision of online advertising anddealer subscription servicesBeijing Shengtuo Chengshi Advertising Co.,Ltd. November 12, 2010 PRC — Provision of online advertisingservicesShanghai You Che You Jia Advertising Co.,Ltd. (“Shanghai Advertising”) December 31, 2011 PRC — Provision of online advertisingservicesGuangzhou You Che You Jia AdvertisingCo., Ltd. (“Guangzhou Advertising”) May 8, 2012 PRC — Provision of online advertisingservicesBeijing Autohome Used Car Appraisal Co.,Ltd. January 30, 2015 PRC — Provision of used car sales andevaluating serviceBeijing Autohome Used Car Brokerage Co.,Ltd. June 10, 2015 PRC — Provision of used car brokerage service F-11Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 1.ORGANIZATION (CONTINUED) The Company, its subsidiaries and VIEs are hereinafter collectively referred to as the “Group”. The Group provides media services, leads generation servicesand online marketplace through its websites and mobile applications. These services are offered to automakers and dealers, and advertising agencies thatrepresent automakers and dealers in the automobile industry. The Group’s principal geographic market is in the PRC. The Company does not conduct anysubstantive operations of its own but conducts its primary business operations through its wholly-owned subsidiaries and VIEs in the PRC.PRC laws and regulations prohibit or restrict foreign ownership of internet content and online advertising businesses. To comply with these foreignownership restrictions, the Company and its subsidiaries operate websites and provide online advertising services in the PRC through VIEs. The paid-incapital of the VIEs was funded by the Company’s PRC subsidiaries, Autohome WFOE and Chezhiying WFOE, through loans extended to the VIEs’shareholders (“Nominee Shareholders”). The effective control of the VIEs is held by WFOEs, through a series of contractual agreements (the “ContractualAgreements”). As a result of the Contractual Agreements, the WFOEs maintain the ability to control the VIEs, are entitled to substantially all of the economicbenefits from the VIEs and are obligated to absorb all of the VIE’s expected losses.In September 2016 and March 2017, the then individual nominee shareholders of Shengtuo Hongyuan, Guangzhou Advertising, Autohome Information andShanghai Advertising, entered into Equity Interest Purchase Agreements and Debt Transfer and Offset Agreements with Min Lu and Haiyun Lei, pursuant towhich the then individual nominee shareholders transferred all of their equity interest in each of the entities to Min Lu and Haiyun Lei. In September 2016and in March 2017, each of Autohome WFOE and Chezhiying WFOE, and each of Shengtuo Hongyuan and its two subsidiaries, Guangzhou Advertising,Autohome Information and its two subsidiaries and Shanghai Advertising, and each of Min Lu and Haiyun Lei, as the individual nominee shareholder ofVIEs, entered into contractual agreements.Despite the lack of technical majority ownership, there exists a parent-subsidiary relationship between the Company and the VIEs through the irrevocablepower of attorney agreement, whereby the Nominee Shareholders effectively assigned all of their voting rights underlying their equity interest in the VIEs tothe WFOEs. In addition, through the Contractual Agreements the Company demonstrates its ability and intention to continue to exercise the ability to absorbsubstantially all of the expected losses and majority of the profits of the VIEs through the WFOEs.Thus, the Company is also considered the primary beneficiary of the VIEs through the WFOEs. As a result of the above, the Company consolidates the VIEsin accordance with SEC Regulation SX-3A-02 and Accounting Standards Codification (“ASC”) 810-10 (“ASC 810-10”) Consolidation: Overall.The following is a summary of the Contractual Agreements:Exclusive technical consulting and service agreementsPursuant to the exclusive technical consulting and service agreements that have been entered into by the WFOEs and the VIEs, the VIEs have engaged theWFOEs as their exclusive provider of technical support and management consulting services. The VIEs shall pay to the WFOEs service fees calculated basedon such VIE’s revenues reduced by its value-added taxes and surcharges, operating expenses and an appropriate amount of retained profit that is determinedpursuant to our tax planning strategies and relevant tax laws. The service fees can be adjusted by the WFOEs unilaterally. The WFOEs shall exclusively ownany intellectual property arising from the performance of this agreement. This agreement has a 30 year term that can be automatically extended for another 10years at the option of the WFOEs. The agreement can only be terminated mutually by the parties in writing. During the term of the agreement, the VIEs maynot enter into any agreement with third parties for the provision of any technical or management consulting services without prior consent of the WFOEs. F-12Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 1.ORGANIZATION (CONTINUED) Loan agreementPursuant to the loan agreements between the Nominee Shareholders of the VIEs and the WFOEs, the WFOEs granted interest-free loans for the NomineeShareholders’ contributions to the VIEs. The term of the loan is indefinite until the WFOEs requests repayment. The manner and timing of the repaymentshall be at the sole discretion of the WFOEs and at the WFOEs’ option may be in the form of transferring the VIEs’ equity interest to the WFOEs or theirdesignated persons.Exclusive equity option agreementsPursuant to the exclusive equity option agreements entered into among the Nominee Shareholders of the VIEs, VIEs and the WFOEs, the NomineeShareholders jointly and severally granted to the WFOEs an option to purchase their equity interests in the VIEs. The purchase price will be offset against theloan repayments under the loan agreements. If the transfer price of the equity interest is greater than the loan amount, the Nominee Shareholders are requiredto immediately return the received transfer price in excess of the loan amount to the WFOEs or any person designated by the WFOEs. The WFOEs mayexercise such option at any time until it has acquired all equity interests of the VIEs or freely transfer the option to any third party and such third party mayassume the right and obligations of the option agreement. The exclusive equity option agreements have an indefinite term and will terminate at the earlier ofi) the date on which all of the equity interests have been transferred to the WFOEs or any person designated by the WFOEs; or ii) the unilateral termination bythe WFOEs.Equity interest pledge agreementsPursuant to the equity interest pledge agreements entered into between the Nominee Shareholders of the VIEs and the WFOEs, the Nominee Shareholderspledged all of their equity interests in the VIEs to the WFOEs as collateral for all of their payments due to the WFOEs and to secure their obligations underthe above agreements. The Nominee Shareholders may not transfer or assign the shares, the rights and obligations in the share pledge agreement or create orpermit to create any pledges which may have an adverse effect on the rights or benefits of the VIEs without the WFOE’s preapproval. The WFOE is entitled totransfer or assign in full or in part the shares pledged. In the event of default, the WFOE as the pledgee will be entitled to request immediate repayment of theloan or to dispose of the pledged equity interests through transfer or assignment. There have been no dividends or distributions from inception to date. Theequity interest pledge agreements have an indefinite term and will terminate after all the obligations under these agreements have been satisfied in full or thepledged equity interests have been transferred to the WFOEs or their designees.Power of attorney agreementsPursuant to the power of attorney agreements, Shareholders of the VIEs have given the WFOEs an irrevocable proxy to act on their behalf on all matterspertaining to the VIEs and to exercise all of their rights as shareholders of the VIEs, including the right to attend shareholders‘ meetings, to exercise votingrights and to transfer all or a part of his equity interests in the VIEs.In June 2011, the Contractual Agreements were supplemented with the following terms: • With respect to the exclusive equity option agreements, in the event of liquidation or dissolution of the VIEs, all assets shall be sold to the WFOEs atthe lowest selling price permitted by applicable PRC law, and any proceeds from the transfer and any residual interests in the VIEs shall be remitted tothe WFOEs immediately; • With respect to the exclusive equity option agreements, dividends and distributions are not permitted without the prior consent of the WFOEs, to theextent there is a dividend or distribution, the Nominee Shareholders will remit the amounts in full to the WFOEs immediately; • With respect to the exclusive technical consulting and service agreements and loan agreements, the WFOEs shall provide the necessary financialsupport to the VIEs whether or not the VIEs incur any losses, and not request for repayment if the VIEs are unable to do so. F-13Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 1.ORGANIZATION (CONTINUED) Risk in relation to the VIE StructureInternet and advertising related businesses are subject to significant restrictions under current PRC laws and regulations. Specifically, foreign investors arenot allowed to own more than a 50% equity interest in any Internet Content Provider (“ICP”) business. In addition, PRC regulations require any foreignentities that invest in the advertising services industry to have at least a two-year track record with a principal business in the advertising industry outside ofChina.The Group conducts its operations in China through Contractual Agreements entered into between the WFOEs and VIEs. In 2014, the Group began graduallymigrating the advertising service business from the VIEs to the subsidiaries of Autohome Media, a transition that was completed to a substantial extent. If theCompany or any of its current or future VIEs or subsidiaries are found in violation of any existing or future laws or regulations, or fail to obtain or maintainany of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations, includinglevying fines, confiscating the income of Autohome WFOE, Chezhiying WFOE and VIEs, revoking their business licenses or operating licenses, shuttingdown the Group’s servers or blocking the Group’s websites, discontinuing or placing restrictions or onerous conditions on the Group’s operations, requiringthe Group to undergo a costly and disruptive restructuring, restricting the Group’s rights to use the proceeds from this offering to finance the Group’s businessand operations in China, or enforcement actions that could be harmful to the Group’s business. Any of these actions could cause significant disruption to theGroup’s business operations and severely damage the Group’s reputation, which would in turn materially and adversely affect the Group’s business andresults of operations. In addition, if the imposition of any of these penalties causes the Company to lose the rights to direct the actives of VIEs or theCompany’s right to receive their economic benefits, the Company would no longer be able to consolidate the VIEs.In addition, if Shanghai Advertising, Guangzhou Advertising, Autohome Information and its subsidiaries, Shengtuo Hongyuan and its subsidiaries or theirshareholders fail to perform their obligations under the Contractual Agreements, the Company may have to incur substantial costs and expend resources toenforce the Company’s rights under the contracts. The Company may have to rely on legal remedies under PRC law, including seeking specific performanceor injunctive relief and claiming damages, which may not be effective. All of these Contractual Agreements are governed by PRC law and provide for theresolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes wouldbe resolved in accordance with PRC legal procedures. The legal system in PRC is not as developed as in other jurisdictions, such as United States. As a result,uncertainties in the PRC legal system could limit the Company’s ability to enforce these Contractual Agreements. Under PRC law, rulings by arbitrators arefinal, parties cannot appeal the arbitration results in courts, and prevailing parties may only enforce the arbitration awards in PRC courts through arbitrationaward recognition proceedings, which would incur additional expenses and delay. In the event the Company is unable to enforce these ContractualAgreements, the Company may not be able to exert effective control over its VIEs, and the Company’s ability to conduct its business may be negativelyaffected.Based on the advice of the Company’s PRC legal counsel, the corporate structure and Contractual Agreements of the Company’s VIEs and WFOEs in Chinaare in compliance with all existing PRC laws and regulations. Therefore, in the opinion of management, (i) the ownership structure of the Company and theVIEs are in compliance with existing PRC laws and regulations; (ii) the Contractual Agreements with VIEs and their nominee shareholders are valid andbinding, and will not result in any violation of PRC laws or regulations currently in effect; and (iii) the Group’s business operations are in compliance withexisting PRC law and regulations in all material respects.VIEs contributed an aggregate of 69.1%, 7.8% and 5.5% of the consolidated net revenues for the years ended December 31, 2014, 2015 and 2016,respectively after elimination of inter-company transactions. As of December 31, 2015 and 2016, the VIEs accounted for an aggregate of 24.1% and 19.3%,respectively, of the consolidated total assets, and 6.2% and 10.5%, respectively, of the consolidated total liabilities after elimination of inter-companybalances.Relevant PRC laws and regulations restrict the VIE from transferring a portion of its net assets to the Company in the form of loans and advances or cashdividends. Please refer to Note 17 for disclosure of restricted net assets. F-14Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 1.ORGANIZATION (CONTINUED) The following table sets forth the assets, liabilities, results of operations and cash flows of the VIEs included in the Company’s consolidated balance sheets,consolidated statements of comprehensive income and consolidated statements of cash flows: December 31, 2015 2016 RMB RMB US$ Current assets 502,938 1,104,831 159,129 Non-current assets 1,618,469 1,597,753 230,124 Total assets 2,121,407 2,702,584 389,253 Accrued expenses and other payables 111,610 191,942 27,644 Advance from customers 10,942 15,452 2,226 Deferred revenue 6,063 40,115 5,778 Income tax payable 6,408 42,746 6,157 Amounts due to related parties 2,910 1,430 206 Inter-company payables 275,061 761,583 109,691 Total current liabilities 412,994 1,053,268 151,702 Other liabilities 19,906 21,131 3,043 Deferred tax liabilities 8,539 7,400 1,066 Total non-current liabilities 28,445 28,531 4,109 Total liabilities 441,439 1,081,799 155,811 Net assets 1,679,968 1,620,785 233,442 Year ended December 31, 2014 2015 2016 RMB RMB RMB US$ Net revenues 1,473,401 271,198 328,618 47,331 Net income/(loss) 57,358 (68,272) (71,931) (10,360) Year ended December 31, 2014 2015 2016 RMB RMB RMB US$ Net cash generated from/(used in) operating activities 102,403 (23,630) 20,337 2,929 Net cash used in investing activities (33,773) (73,318) (33,204) (4,782) Net cash generated from financing activities — — — — The revenue-producing assets that are held by the VIEs comprise of customer relationships, trademarks, websites, domain names and servers.The current assets of the VIEs included amounts due from PRC subsidiaries of RMB310,096 and RMB887,932(US$127,889), as of December 31, 2015 and2016, respectively, which were eliminated upon consolidation by the Company. The current liabilities of the VIEs included amounts due to PRC subsidiariesof RMB275,061 and RMB761,583(US$109,691), as of December 31, 2015 and 2016, respectively, which were eliminated upon consolidation by theCompany. There was no pledge or collateralization of the VIEs’ assets and the WFOEs have not provided any financial support that they were not previouslycontractually required to provide to the VIEs. There were no assets of the VIEs that can only be used to settle their own obligations. Creditors of the VIEshave no recourse to the general credit of the WFOEs, which are the primary beneficiaries of the VIEs. F-15Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a)Basis of accountingThe accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). (b)Principles of ConsolidationThe consolidated financial statements include the financial statements of the Company, its subsidiaries, and the VIEs for which the Company or subsidiariesof the Company are the primary beneficiaries. All significant inter-company transactions and balances between the Company, its subsidiaries, and the VIEsare eliminated upon consolidation. Results of acquired subsidiaries and VIEs are consolidated from the date on which control is transferred to the Company. (c)Use of EstimatesThe preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and thereported amounts of revenues and expenses during the year. Areas where management uses subjective judgment include, but are not limited to, estimating theuseful lives of long-lived assets and intangible assets, identifying separate accounting units and estimating rebates related to revenue transactions, assessingthe initial valuation of the assets acquired and liabilities assumed in a business combination and the subsequent impairment assessment of long-lived assets,intangible assets and goodwill, long-term investments, determining the provision for accounts receivable, inventories and prepayment for vehicle purchasecost, determining the value-added tax (“VAT”) receivables, accounting for deferred income taxes and accounting for the share-based compensation. Changesin facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to theconsolidated financial statements. (d)Foreign CurrencyThe functional currency of the Company, its Cayman subsidiaries and Cheerbright, is the United States dollar (“US$”), whereas the functional currency ofHong Kong subsidiaries is the Hong Kong dollar (“HK$”), and the functional currency of the PRC subsidiaries and VIEs is the Chinese Renminbi (“RMB”) asdetermined based on the criteria of ASC 830, Foreign Currency Matters. The Company uses the RMB as its reporting currency. Transactions denominated inforeign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Foreign currency denominatedfinancial assets and liabilities are re-measured at the balance sheet date exchange rate. Exchange gains and losses are included in other income, net in theconsolidated statements of comprehensive income.Assets and liabilities of the Company, its Cayman subsidiaries, Cheerbright and Hong Kong subsidiaries are translated into RMB at fiscal year-end exchangerates. Income and expense items are translated at average exchange rates prevailing during the fiscal year. (e)Convenience TranslationAmounts in United States dollars (“US$”) are presented for the convenience of the reader and are translated at the noon buying rate of US$1.00 toRMB6.9430 on December 30, 2016 in the City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of NewYork. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate. (f)Cash and Cash EquivalentsCash and cash equivalents consist of cash on hand, demand deposits, time deposits and money market funds placed with banks or other financial institutionswhich are unrestricted as to withdrawal and use and have original maturities of three months or less. (g)Short-term InvestmentsShort-term investments represent bank deposits and adjustable-rate financial products with original maturities of greater than 3 months but less than 1 yearand are measured at fair value. In accordance with ASC 825, Financial Instruments, for adjustable-rate financial products with the interest rate indexed toperformance of underlying assets, the Group elected the fair value method at the date of initial recognition and carried these investments at fair value.Changes in the fair value are reflected in the consolidated statements of comprehensive income as interest income. F-16Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (h)Restricted CashRestricted cash represents cash pledged to the bank as collateral for the Company’s notes payable. (i)Fair Value Measurements of Financial InstrumentsFinancial instruments of the Group primarily comprise of cash and cash equivalents, restricted cash, short-term investments, accounts receivable, amounts duefrom related parties, prepaid expenses and other current assets, other non-current assets, accrued expenses and other payables, notes payable, and amounts dueto related parties. The carrying values of these financial instruments approximated their fair values due to the short-term maturity of these instruments.ASC topic 820 (“ASC 820”), Fair Value Measurements and Disclosures, establishes a three-tier fair value hierarchy, which prioritizes the inputs used inmeasuring fair value as follows:Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active marketsLevel 2 – Include other inputs that are directly or indirectly observable in the marketplaceLevel 3 – Unobservable inputs which are supported by little or no market activityASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) costapproach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets orliabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on thevalue indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required toreplace an asset. (j)Accounts Receivable and Allowance for Doubtful AccountsAccounts receivable are carried at net realizable value. An allowance for doubtful accounts is recorded in the period when a loss is probable based on anassessment of specific evidence indicating troubled collection, historical experience, accounts aging and other factors. An accounts receivable balance iswritten off after all collection effort has ceased. (k)Inventories, netInventories consist of new vehicles held for sale, stated at the lower of cost or market value. Cost is determined using the specific identification method. TheCompany’s purchase arrangements with certain automakers entitle the Company to receive a specified amount of cash rebates if certain conditions are metduring the stated rebate periods. The Company accounts for these rebates in accordance with ASC 605-50, Revenue Recognition: Customer Payments andIncentives. Rebates relating to new vehicles purchased but still held by the Company as of the balance sheet date are recorded as a reduction to cost ofinventories while rebates relating to new vehicles purchased and sold during the reporting period are recorded as a reduction to cost of revenues.Adjustments are recorded to write down the cost of inventory to the estimated market value for slow-moving and damaged goods, which is dependent uponfactors such as inventory aging, historical and forecasted consumer demand, and promotional environment. Write-downs are recorded in cost of revenues inthe consolidated statements of comprehensive income. (l)Property and EquipmentProperty and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, as follows: Category Estimated useful lifeElectronic equipment 3 – 5 yearsOffice equipment 3 – 5 yearsMotor vehicles 4 – 5 yearsPurchased and internally-developed software 3 – 5 yearsLeasehold improvements Shorter of lease term or the estimated useful lives of the assets F-17Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Repair and maintenance costs are charged to expense as incurred, whereas the costs of betterments that extend the useful life of property and equipment arecapitalized as additions to the related assets. Retirements, sale and disposals of assets are recorded by removing the cost and accumulated depreciation withany resulting gain or loss reflected in the consolidated statements of comprehensive income. (m)Intangible AssetsIntangible assets are carried at cost less accumulated amortization and any recorded impairment. Intangible assets acquired in a business combination wererecognized initially at fair value at the date of acquisition. Intangible assets with finite useful lives are amortized using a straight-line method of amortizationthat reflects the estimated pattern in which the economic benefits of the intangible asset are to be consumed. The estimated useful life for the intangible assetsis as follows: Category Estimated useful lifeTrademark 3-15 yearsCustomer relationship 5 yearsWebsites 4 yearsDomain names 4 yearsLicensing agreements 1.75 years (n)Long-term InvestmentsThe Company’s long-term investments consist of equity method investments. Investments in entities in which the Company can exercise significantinfluence and holds an investment in voting common stock or in-substance common stock (or both) of the investee but does not own a majority equityinterest or control are accounted for using the equity method of accounting in accordance with ASC topic 323 (“ASC 323”), Investments-Equity Method andJoint Ventures. Under the equity method, the Company initially records its investments at cost. The Company subsequently adjusts the carrying amount ofthe investments to recognize the Company’s proportionate share of each equity investee’s net income or loss into earnings after the date of investments. TheCompany evaluates the equity method investments for impairment under ASC 323. An impairment loss on the equity method investments is recognized inearnings when the decline in value is determined to be other-than-temporary. (o)GoodwillGoodwill represents the excess of the purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of anacquired business. The Group’s goodwill at December 31, 2015 and 2016 were related to its acquisition of Cheerbright, China Topside and Norstar. Inaccordance with ASC 350, Goodwill and Other Intangible Assets, recorded goodwill amounts are not amortized, but rather are tested for impairment annuallyor more frequently if there are indicators of impairment present.Goodwill is tested for impairment at the reporting unit level on an annual basis (December 31 for the Company) and between annual tests if an event occursor circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. These events or circumstancesinclude a significant change in stock prices, business environment, legal factors, financial performances, competition, or events affecting the reporting unit.Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities toreporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The estimation of fair value of reportingunit using a discounted cash flow methodology also requires significant judgments, including estimation of future cash flows, which is dependent on internalforecasts, estimation of the long-term rate of growth for the Company’s business, estimation of the useful life over which cash flows will occur, anddetermination of the Company’s weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to yearbased on operating results and market conditions. Changes in these estimates and assumptions could materially affect the determination of fair value andgoodwill impairment for the reporting unit.Management has determined that the Group represents the lowest level within the entity at which goodwill is monitored for internal management purposes.Management evaluated the recoverability of goodwill by performing a qualitative assessment before using a two-step impairment test approach at thereporting unit level. Based on an assessment of the qualitative factors, management determined that it is more-likely-than-not that the fair value of thereporting unit is in excess of its carrying amount. Therefore, management concluded that it was not necessary to proceed to the two-step goodwill impairmenttest. No impairment loss was recorded for any of the years presented. F-18Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) If the Group reorganizes its reporting structure in a manner that changes the composition of one or more of its reporting units, goodwill is reassigned based onthe relative fair value of each of the affected reporting units. (p)Impairment of Long-Lived Assets and IntangiblesThe Group evaluates its long-lived assets or asset group, including intangible assets with finite lives, for impairment whenever events or changes incircumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of anasset or a group of long-lived assets may not be recoverable. When these events occur, the Group evaluates impairment by comparing the carrying amount ofthe assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expectedundiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss based on the excess of the carryingamount of the asset group over its fair value. No impairment charge was recorded for any of the years presented. (q)Revenue RecognitionThe Group’s revenue is derived from media services, leads generation services and online marketplace. Revenue is recognized only when the price is fixed ordeterminable, persuasive evidence of an arrangement exists, the service is performed and collectability of the related fee is reasonably assured based on theguidance in ASC 605, Revenue Recognition.Contracts are signed to establish significant terms such as the price and services to be provided. The Group considers the price for its services to be fixed anddeterminable when the Group and its customers have signed the contracts. The Group assesses the creditworthiness of its customers prior to signing thecontracts to ensure collectability is reasonably assured. Non-refundable payments received before all of the relevant criteria for revenue recognition aresatisfied and are to be recognized ratably over a period are recorded as deferred revenue.Starting 2016, in order to better present the business, the Group changed its revenue reporting lines into media services, leads generation services and onlinemarketplace, from advertising services and dealer subscription services, with the comparative figures for the years ended December 31, 2014 and 2015revised accordingly.Media servicesMedia services revenues mainly includes revenues from automaker advertising services and regional marketing campaigns conducted by certain automobilebrands’ regional offices. The majority of the Group’s online advertising service arrangements involve multiple deliverables such as banner advertisements,links and logos, other media insertions and promotional activities that are delivered over different periods of time.In determining its best estimated selling price for each deliverable, the Group considered its overall pricing model and objectives, as well as market orcompetitive conditions that may impact the price at which the Group would transact if the deliverable were sold regularly on a standalone basis. The Groupmonitors the conditions that affect its determination of selling price for each deliverable and reassesses such estimates periodically. Revenue is recognizedratably when the advertisements are published over the stated display period in the case of websites and mobile applications or when the services have beenrendered in the case of promotional activities. The amount recognized is limited to the amount that is not contingent upon the delivery of additionaldeliverables or meeting other specified performance conditions.Leads generation servicesLeads generation services primarily includes revenues from (i) dealer subscription services, (ii) advertising services sold to individual dealer advertisers, andother value-added services. Under the dealer subscription services, the Group makes available throughout the subscription period a webpage linked to itswebsites where the dealers can publish information such as the pricing of their products, locations and addresses and other related information. Revenue isrecognized ratably as services are provided over the subscription period. F-19Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Online marketplaceOnline marketplace revenues mainly includes revenues from the new vehicle transaction business, which is composed of direct vehicle sales and commission-based services facilitating transactions on the Autohome Mall platform and other platform-based service fee. For direct vehicle sales, the Companyrecognizes revenue on a gross basis as it acts as the principal, is the primary obligor of the sales arrangements and is subject to inventory risk. Revenue fromdirect vehicle sales are recognized when a sales contract has been executed and the vehicle has been delivered. Under the commission-based servicearrangements, the Company earns commission for the new vehicle transactions facilitated through the Autohome Mall platform. Commission revenue isrecognized after the vehicles are delivered to customers.Rebates and cash incentives provided to customersThe Group provides rebates to agency companies based on cumulative annual advertising and service volume or surrounding occasional activities. TheGroup estimates its obligations under such agreements based on an evaluation of the likelihood of the agency companies’ achievement of the advertising andservice volume targets, giving consideration to the actual activity during the incentive period and, as appropriate, evaluation of the agency companies’purchase trends and history.The Group also provides cash incentives to automakers and dealers who participated in various incentive programs on the Group’s online transactionplatform. The cash incentives are accounted for as a reduction of revenue in accordance with ASC 605-50, “Revenue Recognition: Customer Payments andIncentives”. However, for the cash incentives not within the scope of ASC 605-50 and provided to the end users for the promotional purpose, they arerecognized as expense.The Group has estimated and recorded rebates and cash incentives to agency companies, dealers and automakers cumulatively amounting to RMB395,175,RMB578,548 and RMB653,481 (US$94,121) for the years ended December 31, 2014, 2015 and 2016, as a reduction of revenue, respectively. (r)Cost of RevenuesCost of revenues consist primarily of bandwidth and internet data center fees, depreciation of the Group’s long-lived assets, amortization of acquiredintangible assets, VAT and surcharges, content-related costs, cost of sales and write-downs of inventories and prepayment for vehicle purchase cost. Content-related costs primarily comprise of salaries and benefits for employees directly involved in revenue generation activities and other overhead expensesdirectly attributable to the provision of the media services, leads generation services and online marketplace. Cost of sales include vehicle purchase cost andother directly attributable costs. Rebates relating to new vehicles purchased and sold during the reporting period are recorded as a reduction to cost ofrevenues.The Group’s business is subject to VAT, surcharges and cultural construction fees levied on advertising related sales in China. Pursuant to ASC 605-45,Revenue Recognition—Principal Agent Considerations, the group elected to present VAT, surcharges and cultural construction fees as cost of revenues onthe consolidated statements of comprehensive income. For the years ended December 31, 2014, 2015 and 2016, the Company’s PRC subsidiaries and its VIEsexcluding Beijing Prbrownies Software Co., Ltd. and Chengdu Prbrownies Software Co., Ltd. are subject to a 6% VAT for the media services and leadsgeneration services provided and 17% for the direct vehicle sales under online marketplace. For Beijing Prbrownies Software Co., Ltd. and ChengduPrbrownies Software Co., Ltd., they are entitled to 17% VAT for the dealer subscription services under leads generation services. Since November 2014 andDecember 2016, respectively, Beijing Prbrownies Software Co., Ltd. and Chengdu Prbrownies Software Co., Ltd. were entitled to a 14% VAT refund on thetotal VAT payable at the rate of 17% after registration of its software resolutions with the relevant authority. (s)Advertising ExpendituresAdvertising expenditures which amounted to RMB266,942, RMB533,632 and RMB756,073 (US$108,897) for the years ended December 31, 2014, 2015and 2016, respectively, are expensed as incurred and are included in sales and marketing expenses. (t)Product Development ExpensesProduct development expenses consist primarily of employee costs related to personnel involved in the development and enhancement of the Group’sservice offerings on its websites and mobile applications. The Group recognizes these costs as expenses when incurred, unless they result in significantadditional functionality, in which case they are capitalized. F-20Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) The Group capitalized certain internally-developed software development costs in accordance with ASC subtopic 350-40 (“ASC 350-40”), Intangibles-Goodwill and Other: Internal-Use Software, amounting to nil, RMB1,326 and RMB6,126 (US$882) for the years ended December 31, 2014, 2015 and 2016,respectively. The Company capitalizes certain costs relating to software acquired, developed, or modified solely to meet the Company’s internalrequirements and for which there are no substantive plans to market the software. These costs mainly includes salaries and benefits for employees who aredirectly associated with and who devote time to the internal-use software projects during the application development stage. Capitalized internal-usesoftware costs are included in “Property and equipment, net”. The amortization expense for capitalized software costs amounted to nil, RMB93 andRMB1,227 (US$177) for the years ended December 31, 2014, 2015 and 2016, respectively. The unamortized amount of capitalized internal use softwaredevelopment costs was RMB1,233 and RMB6,132 (US$883) as of December 31, 2015 and 2016, respectively. (u)LeasesLeases are classified at the inception date as either a capital lease or an operating lease. The Group assesses a lease to be a capital lease if any of the followingconditions exist: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% ofthe property’s estimated remaining economic life or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more ofthe fair value of the leased property to the lessor at the inception date. A capital lease is accounted for as if there was an acquisition of an asset and anincurrence of an obligation at the inception of the lease. The Group has no capital leases for the years presented.All other leases are accounted for as operating leases wherein rental payments are expensed on a straight-line basis over the periods of their respective leaseterms. The Group leases office space and employee accommodation under operating lease agreements. Certain of the lease agreements contain rent holidays.Rent holidays are considered in determining the straight-line rental expense to be recorded over the lease term. The lease term begins on the date of initialpossession of the lease property for purposes of recognizing lease expense on straight-line basis over the term of the lease. (v)Notes payableNotes payable represents short-term bank acceptance notes issued by financial institutions that entitle the holder to receive the stated amount from thefinancial institutions at the maturity date of the notes. The Group has utilized notes payable to settle amounts owed to the automakers. (w)Income TaxesThe Group accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the differencebetween the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences areexpected to reverse. The Group records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income in theperiod that includes the enactment date.The Group applies ASC 740, Accounting for Income Taxes, to account for uncertainty in income taxes. ASC 740 prescribes a recognition threshold a taxposition is required to meet before being recognized in the financial statements. The Group has recorded unrecognized tax benefits in the other liabilities lineitem in the accompanying consolidated balance sheets. The Group has elected to classify interest and penalties related to unrecognized tax benefits, if andwhen required, as part of “income tax expense”, in the consolidated statements of comprehensive income.The Group’s estimated liability for unrecognized tax benefits and the related interest and penalties are periodically assessed for adequacy and may beaffected by changing interpretations of laws, rulings by tax authorities, changes and/or developments with respect to tax audits, and expiration of the statuteof limitations. The actual benefits ultimately realized may differ from the Group’s estimates. As each audit is concluded, adjustments, if any, are recorded inthe Company’s consolidated financial statements. Additionally, in future periods, changes in facts and circumstances, and new information may require theGroup to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates arerecognized in the period in which they occur. F-21Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (x)Earnings Per ShareEarnings per share are calculated in accordance with ASC 260-10, Earnings per Share: Overall. Basic earnings per share are computed by dividing netincome attributable to holders of ordinary shares by the weighted average number of ordinary shares outstanding during the year using the two-class method.Under the two-class method, net income is allocated between the Class A and Class B ordinary shares based on their participating rights in undistributedearnings as if all the earnings for the reporting period had been distributed.Diluted earnings per ordinary share reflects the potential dilution that could occur if securities to issue ordinary shares were exercised. The dilutive effect ofoutstanding share-based awards is reflected in the diluted earnings per share by application of the treasury stock method. The computation of the dilutive netincome per share of Class A ordinary share assumes the conversion of Class B ordinary shares, while the diluted income per share of Class B ordinary sharedoes not assume the conversion of those shares.The participating rights (liquidation and dividend rights) of the holders of the Company’s Class A and Class B ordinary shares are identical, except withrespect to voting and conversion. As a result, and in accordance with ASC 260, the undistributed income for each year is allocated based on the contractualparticipating rights of the Class A and Class B ordinary shares as if the income for the year had been distributed. As the participating rights are identical, theundistributed income is allocated on a proportionate basis. (y)Comprehensive IncomeComprehensive income is defined to include all changes in shareholders’ equity except those resulting from investments by owners and distributions toowners. Among other disclosures, ASC 220-10, Comprehensive Income: Overall requires that all items that are required to be recognized under currentaccounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as otherfinancial statements. For each of the periods presented, the Company’s comprehensive income includes foreign currency translation adjustments and ispresented in the consolidated statement of comprehensive income. There have been no reclassifications out of accumulated other comprehensive income tonet income for the years presented. (z)Noncontrolling interestsNoncontrolling interests are recognized to reflect the portion of the equity of majority-owned subsidiary which is not attributable, directly or indirectly, tothe controlling shareholder. Non-controlling interests are classified as a separate line item in the equity section of the Group’s consolidated balance sheetsand have been separately disclosed in the Group’s consolidated statements of comprehensive income to distinguish the interests from that of the Company. (aa)Segment ReportingIn accordance with ASC 280-10, Segment Reporting: Overall, the Group’s chief operating decision maker has been identified as the Chief Executive Officerwho reviews the consolidated results of operations when making decisions about allocating resources and assessing performance of the Group as a whole;hence, the Group has only one operating segment. The Group does not distinguish between markets or segments for the purpose of internal reporting. As theGroup’s long-lived assets and revenue are substantially located in and derived from the PRC, no geographical segments are presented. (bb)Employee BenefitsThe full-time employees of the Company’s PRC subsidiaries and VIEs are entitled to staff welfare benefits including medical care, housing fund, pensionbenefits and unemployment insurance, which are governmental mandated defined contribution plans. These entities are required to accrue for these benefitsbased on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, and makecash contributions to the state-sponsored plans out of the amounts accrued. The total expenses for the employee benefits plans were RMB61,532,RMB134,125 and RMB214,596 (US$30,908) for the years ended December 31, 2014, 2015 and 2016, respectively. F-22Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (cc)Share-based CompensationShare-based awards granted to employees are accounted for under ASC 718, Compensation—Stock Compensation, which requires that share-based awardsgranted to employees be measured based on the grant date fair value and recognized as compensation expense over the requisite service period (which isgenerally the vesting period) in the consolidated statements of comprehensive income. The Company has elected to recognize compensation expense usingthe straight-line method for all share-based awards granted with service conditions that have a graded vesting schedule. ASC 718 requires forfeitures to beestimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates.Forfeiture rates are estimated based on historical and future expectations of employee turnover rates and are adjusted to reflect future changes incircumstances and facts, if any. Share-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those share-based awards that are expected to vest. To the extent the Company revises these estimates in the future, the share-based payments could be materiallyimpacted in the period of revision, as well as in following periods. The Company, with the assistance of an independent third-party valuation firm,determined the fair value of the stock options granted to employees. The binomial option pricing model was applied in determining the estimated fair valueof the options granted to employees. Subsequent to the IPO, fair value of the ordinary shares is the price of the Company’s publicly traded shares.The Company accounts for a change in any of the terms or conditions of share-based awards as a modification in accordance with ASC subtopic 718-20,Compensation-Stock Compensation: Awards Classified as Equity, whereby the incremental fair value, if any, of a modified award, is recorded ascompensation cost on the date of modification for vested awards or over the remaining vesting period for unvested awards. The incremental compensationcost is the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before themodification. (dd)Government GrantsGovernment grants primarily represent tax refunds for operating a business in certain jurisdictions and fulfilment of specified tax payment obligations, andsubsidies. These grants are not subject to any specific requirements and are recorded when received in “other income, net” in the Company’s consolidatedstatements of comprehensive income. For the years ended December 31, 2014, 2015 and 2016, RMB2,984, RMB11,281 and RMB12,576 (US$1,811) ofgovernment grants were recorded as other income, net. (ee)Recent Accounting PronouncementsIn July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”). The amendments in this update simplify themeasurement of inventory. ASU 2015-11 states that an entity should measure inventory at the lower of cost and net realizable value. The amendments in ASU2015-11 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in ASU 2015-11 should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of theguidance is not expected to have significant impact on the Company’s consolidated financial statements.In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers-Deferral of the effective date (“ASU 2015-14”). Theamendments in ASU 2015-14 defer the effective date of ASU No. 2014-09, Revenue from Contracts with Customers issued in May 2014. Further in 2016, as aclarification of the new revenue guidance, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers—Principal versus AgentConsiderations (Reporting Revenue Gross versus Net) (“ASU 2016-08”), ASU No. 2016-10, Revenue from Contracts with Customers—IdentifyingPerformance Obligations and Licensing (“ASU 2016-10”), ASU No. 2016-12, Revenue from Contracts with Customers—Narrow-Scope Improvements andPractical Expedients (“ASU 2016-12”), and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts withCustomers (“ASU 2016-20”). The amendments in ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 do not change the core principle of theguidance. All the above amendments regarding the new revenue guidance are effective for annual reporting periods beginning after December 15, 2017,including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning afterDecember 15, 2016, including interim reporting periods within that reporting period. The Company will apply the new revenue guidance beginningJanuary 1, 2018 and will not early adopt. The Company has set up a revenue project team and is in the process of evaluating the contracts of each revenuestream to determine the impact on the Company’s consolidated financial statements. The Company plans to continue the evaluation, analysis, anddocumentation of its adoption of ASU 2014-09 (including those subsequently issued updates that clarify ASU 2014-09’s provisions) throughout 2017 andfinalize determination of the impact that the adoption will have on its consolidated financial statements under the new standard. F-23Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (ee)Recent Accounting Pronouncements (Continued) In November 2015, the FASB issued ASU No. 2015-17, Income Taxes-Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). The amendments inthis update simplify the presentation of deferred income taxes. ASU 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in aclassified statement of financial position. The amendments in ASU 2015-17 are effective for fiscal years beginning after December 15, 2016 including interimperiods within those fiscal years. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The amendmentsin this Update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company willadopt the guidance on a retrospective basis starting from the first quarter of 2017 and present all the deferred tax assets and liabilities as non-current items onthe Company’s consolidated balance sheets, including comparative periods.In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). Under the new provisions, all lessees will report a right-of-use asset and aliability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall intoone of two categories: (i) financing leases, similar to capital leases, which will require the recognition of an asset and liability, measured at the present valueof the lease payments and (ii) operating leases which will require the recognition of an asset and liability measured at the present value of the lease payments.Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveragedleases. For sale leaseback transactions, the sale will only be recognized if the criteria in the new revenue recognition standard are met. It is expected to beeffective for fiscal years and interim periods beginning after December 15, 2018 for public entities. Early application is permitted. The Company is currentlyevaluating the impact of adopting this guidance.In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting(“ASU 2016-09”). The amendments in ASU 2016-09 simplify the several aspects of the accounting for share-based payment transactions, including theincome tax consequences, classification of awards as either equity or liabilities, forfeitures, and classification on the statement of cash flows. The amendmentsin ASU 2016-09 are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of theguidance is not expected to have significant impact on the Company’s consolidated financial statements.In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The amendments in ASU 2016-15 address eight specific cash flow issues with the objective of reducing the existing diversity in practice. Theamendments in ASU 2016-15 are effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Theadoption of the guidance is not expected to have significant impact on the Company’s consolidated financial statements.In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 320): Restricted Cash (“ASU 2016-18”). The amendments in ASU2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described asrestricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be includedwith cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Theamendments in ASU 2016-18 are effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Theadoption of the guidance is not expected to have significant impact on the Company’s consolidated financial statements. F-24Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (ff)Concentration of RiskCredit riskFinancial instruments that potentially subject the Group to significant concentrations of credit risk consist primarily of cash and cash equivalents, restrictedcash, short-term investments and accounts receivable. As of December 31, 2015 and 2016, cash and cash equivalents, restricted cash and short-terminvestments altogether amounting to RMB4,169,053 and RMB5,733,321 (US$825,770), respectively, were deposited with various major reputable financialinstitutions located in the PRC and international financial institutions outside of the PRC. Management believes that these financial institutions are of highcredit quality and continually monitors the creditworthiness of these financial institutions. Historically, deposits in Chinese banks are secure due to the statepolicy on protecting depositors’ interests. However, China promulgated a new Bankruptcy Law in August 2006 that came into effect on June 1, 2007, whichcontains a separate article expressly stating that the State Council may promulgate implementation measures for the bankruptcy of Chinese banks based onthe Bankruptcy Law. Under the new Bankruptcy Law, a Chinese bank may go into bankruptcy. In the event of bankruptcy of one of the banks which holdsthe Group’s deposits, it is unlikely to claim its deposits back in full since it is unlikely to be classified as a secured creditor based on PRC laws. The Groupcontinues to monitor the financial strength of these financial institutions.Accounts receivable are typically unsecured and derived from revenue earned from customers in the PRC, which are exposed to credit risk. The risk ismitigated by the Group’s assessment of its customers’ creditworthiness and its ongoing monitoring process of outstanding balances. The Group maintainsreserves for estimated credit losses and these losses have generally been within expectations. There were both two customers that individually representedgreater than 10% of the total accounts receivable as of December 31, 2015 and 2016.Business, customer, political, social and economic risksThe Group participates in a dynamic high technology industry and believes that changes in any of the following areas could have a material adverse effect onthe Group’s future financial position, results of operations or cash flows; changes in the overall demand for services and products; changes in businessofferings; competitive pressures due to new entrants; acceptance of the Internet as an effective marketing platform by China’s automotive industry; changesin certain strategic relationships or customer relationships; growth in China’s automotive industry, regulatory considerations; and risks associated with theGroup’s ability to attract and retain employees necessary to support its growth.There were no customers that individually represented greater than 10% of the total net revenues for the years ended December 31, 2014, 2015 and 2016,respectively.Currency convertibility riskThe Group transacts substantially all its business in RMB, which is not freely convertible into foreign currencies. On January 1, 1994, the PRC governmentabolished the dual-rate system and introduced a single rate of exchange as quoted daily by the People’s Bank of China (the “PBOC”). However, theunification of the exchange rates does not imply that the RMB may be readily convertible into US$ or other foreign currencies. All foreign exchangetransactions continue to take place either through the PBOC or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by thePBOC. Approval of foreign currency payments by the PBOC or other institutions requires submitting a payment application form together with suppliers’invoices, shipping documents and signed contracts.As of December 31, 2016, cash and cash equivalents, restricted cash and short-term investments in PRC were held by PRC subsidiaries and the VIEs. Cashand cash equivalents, restricted cash and short-term investments of PRC subsidiaries and VIEs are all denominated in RMB and altogether amounted toRMB4,746,982 (US$683,708) and RMB58,123 (US$8,371), respectively. Cash distributed outside of the PRC by PRC subsidiaries and the VIEs may besubject to PRC dividend withholding tax.Foreign Currency exchange rate riskSince July 21, 2005, the RMB was permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. There wasdepreciation of 2.4%, 4.2% and 6.7% in the year ended December 31, 2014, 2015 and 2016, respectively. A significant depreciation of the RMB against theU.S. dollar may significantly reduce the U.S. dollar equivalent of the Company’s earnings, which in turn could adversely affect the price of the Company’sADSs. F-25Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 3.FAIR VALUE MEASUREMENTAssets measured at fair value on a recurring basis are summarized below: Fair Value Measurement atDecember 31, 2016 Using Quoted Pricesin Active Marketfor IdenticalAssets (Level 1) Significant OtherObservableInputs (Level 2) Unobservableinputs(Level 3) Fair Value at December 31, 2016 RMB RMB RMB RMB US$ Cash equivalents Time deposits — 2,099,200 — 2,099,200 302,348 Money market fund 225,848 — 225,848 32,529 Restricted cash — 9,319 — 9,319 1,342 Short-term investments — Term deposits — 1,804,208 — 1,804,208 259,860 Adjustable-rate financial products — 625,883 — 625,883 90,146 225,848 4,538,610 — 4,764,458 686,225 Fair Value Measurement atDecember 31, 2015 Using Quoted Pricesin Active Marketfor IdenticalAssets (Level 1) Significant OtherObservableInputs (Level 2) Unobservableinputs(Level 3) Fair Value at December 31, 2015 RMB RMB RMB RMB Cash equivalents Time deposits — 97,404 — 97,404 Restricted cash — 61,091 — 61,091 Short-term investments Term deposits — 1,955,315 — 1,955,315 — 2,113,810 — 2,113,810 Other financial instrumentsThe followings are other financial instruments not measured at fair value in the consolidated balance sheets, but for which the fair value is estimated fordisclosure purposes.Financial assets including accounts receivable, amounts due from related parties, prepaid expenses and other current assets, and other non-current assets arenot measured at fair value in the consolidated balance sheets, and the carrying values approximated fair value due to their short-term maturity. Financialliabilities including notes payable, accrued expense and other payables, and amounts due to related parties are also not measured at fair value in theconsolidated balance sheets, and the carrying values approximated fair value due to their short-term maturity.Assets and liabilities measured at fair value on a nonrecurring basisThe Group measures certain assets, including long-term investments, goodwill and intangible assets, at fair value on a nonrecurring basis when they aredeemed to be impaired (Level 3). The fair values of these assets are determined based on valuation techniques using the best information available, and mayinclude management judgments, future performance projections, etc. An impairment charge to these investments is recorded when the cost of the investmentexceeds its fair value and this condition is determined to be other-than-temporary. F-26Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 4.ACCOUNTS RECEIVABLE, NETAccounts receivable and allowance for doubtful accounts consist of the following: December 31, 2015 2016 RMB RMB US$ Accounts receivable 1,077,771 1,206,436 173,763 Allowance for doubtful accounts (2,315) (512) (74) Total 1,075,456 1,205,924 173,689 As of December 31, 2015 and 2016, all accounts receivable were due from third party customers.An analysis of the allowance for doubtful accounts is as follows: December 31, 2015 2016 RMB RMB US$ Beginning balance 335 2,315 333 Additions charged to bad debt expense 2,621 2,792 402 Reversal (442) (489) (70) Write off (199) (4,106) (591) Ending balance 2,315 512 74 The Group recognized additions to allowance for doubtful accounts amounting to RMB42, RMB2,179 and RMB2,303 (US$332) within general andadministrative expenses, for the years ended December 31, 2014, 2015 and 2016, respectively. 5.INVENTORIES, NETInventories consist of new vehicles held for sale amounting to RMB111,667 and RMB95,617 (US$13,772), net of write-down of nil and RMB9,201(US$1,325) as of December 31, 2015 and 2016, respectively. 6.PREPAID EXPENSES AND OTHER CURRENT ASSETSPrepaid expenses and other current assets consist of the following: December 31, 2015 2016 RMB RMB US$ Prepayments 272,859 317,262 45,695 Rental deposits 10,051 1,494 215 Interest receivable 9,944 11,690 1,684 Staff advances 6,529 7,712 1,111 Receivables from third-party payment platform 4,598 12,327 1,775 Other receivables 34,696 26,734 3,851 338,677 377,219 54,331 Prepayments primarily include prepaid purchase cost for new vehicles, prepaid VAT and surcharges and prepaid service fee. As of December 31, 2015 and2016, prepaid purchase cost for new vehicles were RMB191,341 and RMB226,419 (US$32,611), respectively. F-27Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 7.TAXATIONEnterprise income taxCayman IslandsThe Company is incorporated in the Cayman Islands and conducts substantially all of its business through its PRC subsidiaries and VIEs. Under the currentlaws of the Cayman Islands, the Company is not subject to tax on income or capital gains. In addition, upon payments of dividends by these entities to theirshareholders, no Cayman Islands withholding tax will be imposed.British Virgin IslandsCheerbright is incorporated in the British Virgin Islands and conducts substantially all of its businesses through its PRC subsidiary and VIEs. Under thecurrent laws of the British Virgin Islands, Cheerbright is not subject to tax on income or capital gains. In addition, upon payments of dividends by theseentities to their shareholders, no British Virgin Islands withholding tax will be imposed.Hong KongAutohome HK is incorporated in Hong Kong on March 16, 2012. In October 2013, Autohome HK acquired Autohome Media, a Hong Kong advertising andmarketing company. Also in 2015, three new entities are established in Hong Kong. Companies registered in Hong Kong are subject to Hong Kong ProfitsTax on the taxable income as reported in their respective statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. Theapplicable tax rate is 16.5% in Hong Kong. For the years ended December 31, 2014, 2015 and 2016, the Company did not make any provisions for HongKong profit tax as there were no assessable profits derived from or earned in Hong Kong during this period. Under the Hong Kong tax law, subsidiaries inHong Kong are exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.The PRCIn September 2010, Autohome WFOE was recognized as a “High-New Technology Enterprise” (“HNTE”), and is eligible for a 15% preferential tax rateeffective from 2010 to 2015 including the renewal period of three years. In December 2016, Autohome WFOE successfully reapplied for the HNTE andobtained the HNTE certificate, enabling Autohome WFOE to continue to enjoy 15% preferential tax rate from 2016 to 2018. In July 2015, Beijing AutohomeTechnologies Co., Ltd. obtained the certificate of HNTE and is eligible for a 15% preferential tax rate from 2015 to 2017. Beijing Prbrownies was recognizedas an HNTE in February 2016, qualifying it for the preferential 15% enterprise income tax rate from 2015 to 2017. Besides being an HNTE, BeijingPrbrownies was also a software enterprise. Pursuant to the Circular on Issues concerning Preferential Enterprise Income Tax Policies for Software andIntegrated Circuit Industries in May 2016, the eligible software enterprises would enjoy preferential tax rate policy, whereby the enterprise will be entitled totwo-year enterprise income tax exemption and reduced enterprise income tax rate of 12.5% for the three years thereafter, depending on the results of annualtax filing and examination afterwards instead of pre-approval process. Beijing Prbrownies started to make profit since 2015, and it passed the tax filing andexamination as an eligible software enterprise by the relevant tax authorities in 2016, qualifying it for the exemption of enterprise income tax for the year2015. A reversal of RMB173,557 (US$24,997) was recorded in 2016 for the change in enacted tax rate, composed of current income tax expense ofRMB181,586 (US$26,153) and deferred income tax expense of RMB8,029 (US$1,156 ). For the tax year of 2016, 15% preferential tax rate of HNTE wasapplied for Beijing Prbrownies in accrual of income tax expense, considering that the uncertainty in the results of tax filing and examination was noteliminated yet. The aggregate effects of the preferential tax rate were RMB89,394, RMB56,389 and RMB330,198 (US$47,558) for the years endedDecember 31, 2014, 2015 and 2016, respectively. The basic earnings per share effects related to the preferential tax rate were RMB0.84, RMB0.50 andRMB2.89 (US$0.42) for the years ended December 31, 2014, 2015 and 2016, respectively.The Company’s remaining PRC subsidiaries and all the VIEs were subject to Enterprise Income Tax (“EIT”) at a rate of 25% for the years ended December 31,2014, 2015 and 2016. F-28Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 7.TAXATION (CONTINUED) Under the New EIT Law, dividends paid by PRC enterprises out of profits earned post-2007 to non-PRC tax resident investors are subject to PRC withholdingtax of 10%. A lower withholding tax rate may be applied based on applicable tax treaty with certain countries.The New EIT Law also provides that enterprises established under the laws of foreign countries or regions and whose “place of effective management” islocated within the PRC are considered PRC tax resident enterprises and subject to PRC income tax at the rate of 25% on worldwide income. The definition of“place of effective management” refers to an establishment that exercises, in substance, overall management and control over the production and business,personnel, accounting, properties, and other aspects of an enterprise. As of December 31, 2016, no detailed interpretation or guidance has been issued todefine “place of effective management”. Furthermore, as of December 31, 2016, the administrative practice associated with interpreting and applying theconcept of “place of effective management” is unclear. If the Company is deemed as a PRC tax resident, it would be subject to PRC tax under the New EITLaw. The Company has analyzed the applicability of this law and believes that the chance of being recognized as a tax resident enterprise is remote for PRCtax purposes. .The Company had minimal operations in jurisdictions other than the PRC. Income/(loss) before income tax expense consists of: Year ended December 31, 2014 2015 2016 RMB RMB RMB US$ PRC 946,261 1,292,104 1,263,223 181,943 Non PRC (4,800) (15,913) (14,371) (2,070) 941,461 1,276,191 1,248,852 179,873 The income tax expense is comprised of: Year ended December 31, 2014 2015 2016 RMB RMB RMB US$ Current 187,447 292,017 136,429 19,650 Deferred 5,334 (6,475) (103,800) (14,950) 192,781 285,542 32,629 4,700 The reconciliation of income tax expense for the years ended December 31, 2014, 2015 and 2016 is as follows: Year ended December 31, 2014 2015 2016 RMB RMB RMB US$ Income before income tax expense 941,461 1,276,191 1,248,852 179,873 Income tax expense computed at applicable tax rates (25%) 235,365 319,047 312,213 44,969 Non-deductible expenses 8,344 16,372 25,798 3,716 Change in valuation allowances 5,493 16,054 47,006 6,770 Outside basis difference 27,789 (17,329) (28,265) (4,071) Effect of international tax rate difference 1,200 3,978 3,593 517 Interest expense relating to unrecognized tax benefits 3,984 3,809 2,482 357 Effect of preferential tax rate (89,394) (56,389) (330,198) (47,558) Income tax expense 192,781 285,542 32,629 4,700 F-29Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 7.TAXATION (CONTINUED) Deferred taxThe significant components of deferred taxes are as follows: December 31, 2015 2016 RMB RMB US$ Deferred tax assets Current Allowance for doubtful accounts 937 7,066 1,017 Accrued staff cost 3,396 3,166 456 Accrued expenses 8,972 52,497 7,561 Revenue recognition 30,912 42,062 6,059 Tax losses 4,071 1,206 174 VAT refund 4,111 3,598 518 Less: Valuation allowances (6,422) (10,367) (1,493) Net current deferred tax assets 45,977 99,228 14,292 Non-current Tax losses 17,239 82,735 11,916 Less: Valuation allowances (17,239) (60,300) (8,685) Net non-current deferred tax assets — 22,435 3,231 Total deferred tax assets 45,977 121,663 17,523 Deferred tax liabilities Non-current Intangible assets and internally-developed software 8,539 8,690 1,251 Outside basis difference 481,371 453,106 65,261 Total non-current deferred tax liabilities 489,910 461,796 66,512 Total deferred tax liabilities 489,910 461,796 66,512 In assessing the realizability of deferred tax assets, the Group has considered whether it is more-likely-than-not that some portion or all of the deferred taxassets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods inwhich those temporary differences become deductible. The Group records a valuation allowance to reduce deferred tax assets to a net amount thatmanagement believes is more-likely-than-not of being realizable based on the weight of all available evidence. The Company recorded valuation allowancesagainst the deferred tax assets of eleven and thirteen PRC subsidiaries and VIEs as of December 31, 2015 and 2016, respectively, due to the cumulative taxloss positions and insufficient forecasted future taxable income.As of December 31, 2016, the Group had net operating losses of approximately RMB335,764 (US$48,360), which can be carried forward to offset taxableincome. The net operating loss will start to expire in 2017 if not utilized.As of December 31, 2015 and 2016, the Company intended to indefinitely reinvest the undistributed earnings of its PRC subsidiaries. As of December 31,2015 and 2016, the total amount of undistributed earnings from the Company’s PRC subsidiaries that are considered to be permanently reinvested wasRMB2,330,698 and RMB3,616,426 (US$520,874), respectively. As of December 31, 2015 and 2016, determination of the amount of unrecognized deferredtax liability related to the earnings that are indefinitely reinvested is not practical. F-30Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 7.TAXATION (CONTINUED) Unrecognized tax benefitsAs of December 31, 2015 and 2016, the Company recorded an unrecognized tax benefit of RMB32,596 and RMB34,977 (US$5,038), respectively, of whichnil and nil, respectively, are presented on a net basis against the deferred tax assets related to tax loss carry forwards on the consolidated balance sheets. Thisrepresents the difference between the amount of benefit recognized in the statement of financial position and the amount taken or expected to be taken in atax return. It is possible that the amount of uncertain tax position will change in the next twelve months, however, an estimate of the range of the possibleoutcomes cannot be made at this time. As of December 31, 2015 and 2016, unrecognized tax benefits of RMB19,951 and RMB19,850 (US$2,859),respectively, if ultimately recognized, will impact the effective tax rate.A roll-forward of unrecognized tax benefits is as follows: December 31, 2015 2016 RMB RMB US$ Beginning balance 17,274 22,003 3,169 Additions based on tax positions related to current year 4,729 — — Decreases based on tax positions related to prior years — (101) (15) Ending balance 22,003 21,902 3,154 During the years ended December 31, 2014, 2015 and 2016, the Company recorded late payment interest expense of RMB3,984, RMB3,809 and RMB2,482(US$357), and penalties of nil, nil and nil, respectively, as part of income tax expense. As of December 31, 2015 and 2016, the Company recordedRMB10,593 and RMB13,075 (US$1,884) for late payment interest expense, and nil and nil for penalties.The tax years ended December 31, 2012 through 2016 for the Company’s PRC subsidiaries and VIEs remain subject to examination by the PRC taxauthorities. 8.PROPERTY AND EQUIPMENT, NETProperty and equipment consist of the following: December 31, 2015 2016 RMB RMB US$ At cost: Electronic equipment 177,862 234,360 33,756 Office equipment 851 1,024 147 Motor vehicles 2,511 3,418 492 Purchased and internally-developed software 16,629 26,480 3,814 Leasehold improvements 29,872 42,364 6,102 227,725 307,646 44,311 Less: Accumulated depreciation (124,171) (173,072) (24,928) 103,554 134,574 19,383 Depreciation expense was RMB35,084, RMB51,337 and RMB65,246 (US$9,397) for the years ended December 31, 2014, 2015 and 2016, respectively. F-31Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 9.INTANGIBLE ASSETS, NET The following tables present the Group’s intangible assets with definite lives as of the respective balance sheet dates: December 31, 2016 GrossCarryingValue AccumulatedAmortization Net CarryingValue RMB RMB RMB US$ Trademarks 68,380 (38,713) 29,667 4,273 Customer relationship 9,050 (9,050) — — Websites 27,000 (27,000) — — Domain names 1,870 (1,870) — — Licensing agreements 2,667 (2,667) — — 108,967 (79,300) 29,667 4,273 December 31, 2015 GrossCarryingValue AccumulatedAmortization NetCarryingValue RMB RMB RMB Trademarks 68,310 (34,155) 34,155 Customer relationship 9,050 (9,050) — Websites 27,000 (27,000) — Domain names 1,870 (1,870) — Licensing agreements 2,498 (2,498) — 108,728 (74,573) 34,155 The intangible assets are amortized using the straight-line method, which is the Group’s best estimate of how these assets will be economically consumedover their respective estimated useful lives ranging from approximately 1.75 to 15 years. Amortization expense was RMB6,053, RMB5,247 and RMB4,558(US$656) for the years ended December 31, 2014, 2015 and 2016, respectively.The annual estimated amortization expenses for the acquired intangible assets for each of the next five years are as follows: 2017 2018 2019 2020 2021 RMB RMB RMB RMB RMB Trademarks 4,577 4,577 4,573 4,554 4,554 10.LONG-TERM INVESTMENTSAs of December 31, 2015 and December 31, 2016, the Company holds several equity investments through its subsidiaries or VIEs, all of which wereaccounted for under the equity method since the Company can exercise significant influence but does not own a majority equity interest in or control them.Hunan Mango Autohome Automobile Sales Co., Ltd. (“Mango JV”)In May 2015, the Group entered into a shareholder agreement with HappiGo Home Shopping Co. (“HappiGo”) to establish a strategic joint venture, MangoJV, with total capital contribution of RMB100,000, of which the Company subscribed for RMB49,000 or 49% of the ordinary shares. F-32Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 10LONG-TERM INVESTMENTS (CONTINUED) Shanghai Youcheyoujia Financing Co., Ltd. (“Financing JV”)In September 2015, the Group signed a memorandum of understanding to establish a joint venture with three parties. In 2015, the Group made a full paymentof RMB75, 000, for a 25% equity interest of the Financing JV.Other investmentsThe company also holds several other investments in equity investees.The carrying amount of all of the equity method investments was RMB124,102 and RMB134,466 (US$19,367) as of December 31, 2015 and 2016,respectively. The Company excluded the summarized information for these equity method investees as they were insignificant for all the years presented.No impairment charges associated with the equity method investments were recognized during any of the years presented. 11.GOODWILLAt December 31, 2015 and 2016, goodwill was RMB1,504,278 and RMB1,504,278 (US$216,661), respectively.Goodwill was assessed for impairment as of December 31, 2015 and 2016, and no impairment loss was recognized in any of the years presented. 12.ACCRUED EXPENSES AND OTHER PAYABLESThe components of accrued expenses and other payables are as follows: December 31, 2015 2016 RMB RMB US$ VAT and surcharges payable 38,037 82,759 11,920 Payroll and welfare payable 239,945 302,006 43,498 Accrued rebates and cash incentives 410,893 473,271 68,165 Deposit from customers 19,458 66,526 9,582 Accrued expenses 71,961 118,877 17,122 Payable for purchase of fixed assets 2,612 12,200 1,757 Professional service fees 17,262 12,570 1,810 Payable for exercise of share-based awards 4,852 10,464 1,507 Others 28,453 72,874 10,498 833,473 1,151,547 165,859 F-33Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 13.RELATED PARTY TRANSACTIONS Name of related parties Relationship with the GroupPing An and its subsidiaries (“Ping An Group”) The Company’s controlling shareholder and its subsidiariesMango JV A equity-method investee of the Company’s subsidiaryPing An became the Company’s controlling shareholder in June 2016 and therefore Ping An Group became the Company’s related parties since then. Thefollowing related party transactions represent the transactions occurred afterwards.During the years ended December 31, 2014, 2015 and 2016, significant related party transactions were as follows: Year ended December 31, 2014 2015 2016 RMB RMB RMB US$ Sales of new vehicles to Ping An Group — — 21,938 3,160 Services provided by Ping An Group (a) — — 21,594 3,110 Interest income from Ping An Group — — 3,564 513 As of December 31, 2015 and December 31, 2016, balances with related parties were as follows: December 31, 2015 December 31, 2016 RMB RMB US$ Amounts due from related parties, current Ping An Group.(b) — 14,120 2,034 Mango JV (c) 1,645 6,331 912 1,645 20,451 2,946 Amounts due from related parties, non-current Ping An Group (b) — 809 117 — 809 117 Amounts due to related parties Ping An Group 1,312 189 Mango JV (d) 23,444 15,158 2,183 Other related parties — 160 23 23,444 16,630 2,395 (a)The amount represents rental and property management services and other miscellaneous services provided by Ping An Group.(b)Receivable from Ping An Group consists of interest receivable from cash and cash equivalents and short-term investments held at Ping An Group anddeposit in relation to the operating lease agreement and others. As of December 31, 2016, the Group had cash and cash equivalents and short-terminvestments of RMB541,218 (US$77,952) at Ping An Group.(c)The amount represents unsettled portion of fulfilment cost paid by the Group to dealers on behalf of Mango JV and commission fee receivable forfacilitating the sale of Mango JV’s vehicles through the Autohome Mall platform.(d)The outstanding payable to Mango JV represents proceeds from vehicle sales on the Autohome Mall platform collected by the Group on behalf ofMango JV. F-34Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 14.COMMITMENTS AND CONTINGENCIESOperating lease commitmentsThe Group leases office space and employee accommodation in the PRC under non-cancellable operating leases expiring on various dates. Payments underoperating leases are expensed on a straight-line basis, after considering rent holidays, over the periods of the respective lease terms. The terms of the leases donot contain rent escalation or contingent rents, and for the years ended December 31, 2014, 2015 and 2016, total rental expenses for all operating leasesamounted to RMB30,461, RMB49,892 and RMB84,673 (US$12,195) respectively.As of December 31, 2016, the Group has future minimum lease payments under non-cancellable operating leases, with initial terms in excess of one year, foroffice premises consisting of the following: RMB US$ 2017 108,202 15,584 2018 87,711 12,633 2019 51,928 7,479 2020 and thereafter — — 247,841 35,696 TaxationAs of December 31, 2015 and 2016, the Group has recognized liabilities of RMB32,596 and RMB34,977 (US$5,038), respectively, related to unrecognizedtax benefits (Note 7). The final outcome of the tax uncertainty is dependent upon various matters including tax examinations, interpretation of tax laws orexpiration of statutes of limitation. However, due to the uncertainties associated with the status of examinations, including the protocols of finalizing auditsby the relevant tax authorities, there is a high degree of uncertainty regarding the future cash outflows associated with these tax uncertainties. The Groupclassified the accrual for unrecognized tax benefits as a non-current liability. 15.COST OF REVENUES Year ended December 31, 2014 2015 2016 RMB RMB RMB US$ Content-related costs 127,929 184,635 269,313 38,789 Depreciation and amortization 31,703 43,160 42,570 6,131 Bandwidth and internet data center 30,713 38,893 51,766 7,456 VAT and surcharges 191,153 269,491 349,373 50,320 Cost of sales, including tax — 132,942 1,680,143 241,991 381,498 669,121 2,393,165 344,687 Write-down of inventories and prepayment for vehicle purchase cost of nil, nil and RMB50,190 (US$7,229) was included in cost of sales, including tax forthe years ended December 31, 2014, 2015 and 2016, respectively. 16.ORDINARY SHARESUpon the effectiveness of the IPO registration statement, the Company’s ordinary shares were redeemed and cancelled in consideration for the issuance of anequivalent number of Class A ordinary shares and Class B ordinary shares to the holders of former ordinary shares, respectively. Holders of Class A ordinaryshares and Class B ordinary shares have the same rights except for conversion and voting rights. Each Class B ordinary share is convertible into one Class Aordinary share at any time, while Class A ordinary shares cannot be converted into Class B ordinary shares under any circumstances. Each Class A ordinaryshare is entitled to one vote.Immediately prior to the completion of the IPO in December 2013, the Company had 27,354,496 Class A ordinary shares and 68,788,940 Class B ordinaryshares outstanding. During the IPO, the Company issued 8,993,000 Class A ordinary shares. As of December 31, 2013, the Company had ordinary sharesoutstanding comprised of 36,347,496 Class A ordinary shares and 68,788,940 Class B ordinary shares. F-35Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 16.ORDINARY SHARES (CONTINUED) Upon the completion of follow-on offering in November, 2014, 2,424,801 ADSs were issued by the Company and the net proceeds from the follow-onoffering amounts to US$97,344 net of issuance costs. In June 2016, Telstra Holdings, a wholly owned subsidiary of Telstra Corporation Limited, completedthe sale of approximately 47.4% of the Company’s total issued and outstanding shares to Yun Chen Capital Cayman, a wholly owned subsidiary of Ping An.Upon the completion of sale, all of the Company’s remaining Class B ordinary shares were converted into Class A ordinary shares. There were 6,964,612, niland 61,824,328 class B ordinary shares converted into Class A ordinary shares for the years ended December 31, 2014, 2015 and 2016, respectively. As ofDecember 31, 2016, the Company had ordinary shares outstanding, all comprised of 115,297,224 Class A ordinary shares. 17.RESTRICTED NET ASSETSThe Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRCstatutory laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of its retained earnings, if any, as determined inaccordance with PRC accounting standards and regulations. The results of operations reflected in the consolidated financial statements prepared inaccordance with U.S.GAAP differ from those reflected in the statutory financial statements of the Company’s PRC subsidiaries.Under PRC law, the Company’s PRC subsidiaries are required to provide for certain statutory reserves, namely a general reserve, an enterprise expansion fundand a staff welfare and bonus fund. The subsidiary is required to allocate at least 10% of their after tax profits on an individual company basis as determinedunder PRC accounting standards to the general reserve and has the right to discontinue allocations to the general reserve if such reserve has reached 50% ofregistered capital on an individual company basis. In addition, the registered capital of the Company’s PRC subsidiaries and VIEs is also restricted.Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the Board of Directors of the subsidiary. TheCompany’s VIEs in the PRC are also subject to similar statutory reserve requirements. These reserves can only be used for specific purposes and are nottransferable to the Group in the form of loans, advances or cash dividends. As of December 31, 2014, 2015 and 2016, the Company’s PRC subsidiaries andVIEs had appropriated RMB8,836, RMB19,175 and RMB36,000 (US$5,185), respectively, of retained earnings for its statutory reserves.As a result of these PRC laws and regulations subject to the limit discussed above that require annual appropriations of 10% of after-tax income to be setaside, prior to payment of dividends as general reserve fund, the Company’s PRC subsidiaries and VIEs are restricted in their ability to transfer a portion oftheir net assets to the Company. Foreign exchange and other regulations in the PRC may further restrict the Company’s PRC subsidiaries and VIEs fromtransferring funds to the Company in the form of dividends, loans and advances. As of December 31, 2015 and 2016, amounts restricted are the net assets ofthe Company’s PRC subsidiaries and VIEs, which amounted to RMB3,740,507 and RMB5,165,673 (US$744,012), respectively.The Company performed a test on the restricted net assets of its consolidated subsidiaries and VIEs in accordance with Securities and Exchange CommissionRegulation S-X Rule 4-08 (e)(3), “General Notes to the Financial Statements” and concluded that it was applicable for the Company to disclose thecondensed financial information for the parent company (Note 20) for the year ended December 31, 2016. For the purposes of presenting parent onlyfinancial information, the Company records its investments in its subsidiaries and VIEs under the equity method of accounting. Such investments arepresented on the separate condensed balance sheets of the Company as “Investments in subsidiaries and VIEs” and the profit of the subsidiaries and VIEs isincluded in “Share of income of subsidiaries and VIEs” in the condensed statements of comprehensive income. F-36Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 18.EARNINGS PER SHAREBasic and diluted earnings per share for each of the years presented are calculated as follows: Year ended December 31, 2014 2015 2016 Class A Class B Class A Class B Ordinary shares Ordinary shares RMB RMB RMB RMB RMB US$ Basic earnings per share: Numerator: Net income attributable to Autohome Inc. 270,988 477,692 444,916 545,733 1,227,914 176,857 Denominator: Weighted average ordinary shares outstanding 38,633,284 68,102,019 50,403,077 61,824,328 114,237,600 114,237,600 Basic earnings per share 7.01 7.01 8.83 8.83 10.75 1.55 Diluted earnings per share: Numerator: Net income attributable to Autohome Inc. 296,797 451,883 461,052 529,597 1,227,914 176,857 Reallocation of net income as a result of conversion of Class Binto Class A ordinary shares (Note 16) 451,883 — 529,597 — — — Net income attributable to Autohome Inc. 748,680 451,883 990,649 529,597 1,227,914 176,857 Denominator: Weighted average ordinary shares outstanding 38,633,284 68,102,019 50,403,077 61,824,328 114,237,600 114,237,600 Conversion of Class B into Class A ordinary shares (Note 16) 68,102,019 — 61,824,328 — — — Dilutive effect of share-based awards 6,096,282 — 3,419,421 — 1,798,727 1,798,727 Weighted-average number of shares outstanding- diluted 112,831,585 68,102,019 115,646,826 61,824,328 116,036,327 116,036,327 Diluted earnings per share 6.64 6.64 8.57 8.57 10.58 1.52 The effects of nil, nil and 831,042 stock options were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutiveduring the years ended December 31, 2014, 2015 and 2016, respectively. The effects of 300,185, 256,165 and 354,423 restricted shares were excluded fromthe calculation of diluted earnings per share as their effect would have been anti-dilutive during the years ended December 31, 2014, 2015 and 2016,respectively. F-37Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 19.SHARE-BASED COMPENSATIONIn order to provide additional incentives to employees and to promote the success of the Company’s business, the Company adopted a share incentive planin 2011 (the “2011 Plan”) and a share incentive plan in 2013 (the “2013 Plan”), Amended and Restated 2016 Share Incentive Plan (the “2016 Plan”) and2016 share incentive plan II (the “2016 Plan II”) in 2016, collectively “the Plans”. The Company may grant share-based awards to its employees, directorsand consultants to purchase an aggregate of no more than 7,843,100, 3,350,000, 4,890,000 and 3,000,000 ordinary shares of the Company under the 2011Plan, 2013 Plan, 2016 Plan and 2016 Plan II, respectively. 2011 Plan, 2013 Plan, 2016 Plan and 2016 Plan II were approved by the Board of Directors in May2011, November 2013, March 2017 and December 2016, respectively. The Plans are administered by the Board of Directors or any of its committees as setforth in the Plans. For share options and restricted shares granted under the Plans, majority are subject to vesting schedules of approximately four years with25% of the awards vesting each year and have a contractual term of ten years.Share optionsThe following table summarizes the Company’s employee share option activity under the share option plans: Number ofoptions Weightedaverageexerciseprice Weightedaveragegrantdate fairvalue Weightedaverageremainingcontractualterm Aggregateintrinsicvalue US$ US$ Years US$ Outstanding, January 1, 2016 2,595,065 2.20 5.00 6.21 84,911 Granted 4,742,500 23.85 14.62 Exercised (1,632,223) 2.20 Forfeited (2,883,750) 23.66 Outstanding, December 31, 2016 2,821,592 16.66 11.87 8.15 24,329 Vested and expected to vest at December 31, 2016 2,739,893 16.48 11.79 8.12 24,102 Exercisable as of December 31, 2016 735,609 2.20 4.93 5.24 16,978 The aggregate intrinsic value in the table above is calculated as the difference between the exercise price of the underlying awards and US$25.28, the closingstock price of the Company’s ordinary shares on December 31, 2016. The weighted-average grant-date fair value of options granted during the years endedDecember 31, 2014, 2015 and 2016 was US$34.57, nil and US$14.62, respectively. The total grant date fair value of options vested during the years endedDecember 31, 2014, 2015 and 2016 was RMB29,968, RMB37,582 and RMB25,168 (US$3,625), respectively. Total intrinsic value of options exercisedduring the years ended December 31, 2014, 2015 and 2016 was RMB693,878, RMB623,605 and RMB246,754(US$35,540), respectively.The aggregate fair value of the outstanding options at the grant dates were determined to be RMB232,528 (US$33,491) and such amount shall be recognizedas compensation expenses using the straight-line method for all employee share options granted with graded vesting. As of December 31, 2016, there wasRMB160,640 (US$23,137) of total unrecognized share-based compensation expenses, net of estimated forfeitures, related to unvested share-based awardswhich are expected to be recognized over a weighted-average period of 3.30 years. Total unrecognized compensation expenses may be adjusted for futurechanges in estimated forfeitures. F-38Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 19.SHARE-BASED COMPENSATION (CONTINUED) Restricted sharesRestricted shares activity for the year ended December 31, 2016 was as follows: Numberof shares Weightedaverage grantdate fairvalue US$ Outstanding, January 1, 2016 1,743,569 32.54 Granted 1,530,972 22.30 Vested (610,431) 31.11 Forfeited (576,718) 28.32 Outstanding, December 31, 2016 2,087,392 26.61 Expected to vest, December 31, 2016 2,006,935 26.66 The weighted average grant-date fair value of restricted shares granted during the years ended December 31, 2014, 2015 and 2016 was US$37.30, US$34.70and US$22.30, respectively, which was derived from the fair value of the underlying ordinary shares. The total grant date fair value of restricted shares vestedduring the years ended December 31, 2014, 2015 and 2016 was RMB7,925, RMB38,104 and RMB131,861 (US$18,992). The aggregate fair value of theoutstanding restricted shares at the grant dates were determined to be RMB385,656 (US$55,546) and such amount shall be recognized as compensationexpense using the straight-line method for all restricted shares granted with graded vesting. As of December 31, 2016, there was RMB267,389 (US$38,512) oftotal unrecognized share-based compensation expenses, net of estimated forfeitures, related to unvested restricted shares which are expected to be recognizedover a weighted-average period of 2.82 years. Total unrecognized compensation expenses may be adjusted for future changes in estimated forfeitures.The binomial option pricing model was applied in determining the estimated fair value of the options granted to employees. The model requires the input ofhighly subjective assumptions including the estimated expected stock price volatility and the exercise multiple for which employees are likely to exerciseshare options. For expected volatilities, the Company has made reference to the historical price volatilities of ordinary shares of several comparablecompanies in the same industry as the Company. The exercise multiple is estimated as the ratio of fair value of underlying shares over the exercise price as atthe time the option is exercised and is based on a consideration of research study regarding exercise pattern based on historical statistical data. The risk-freerate for periods within the contractual life of the option is based on the U.S. Treasury Bills yield curve in effect at the time of grant. The estimated fair value ofthe ordinary shares, at the option grant dates prior to the IPO, was determined with assistance from an independent third party valuation firm. The Company’smanagement is ultimately responsible for the determination of the estimated fair value of its ordinary shares. Subsequent to the IPO, fair value of the ordinaryshares was the price of the Company’s publicly traded shares.In November 2016, the Company approved the vesting acceleration plan of options and restricted shares for certain employees and incrementalcompensation cost of RMB53,896 (US$7,763) occurred as a result of the modification.The Company calculated the estimated fair value of the share-based awards on the respective grant dates using the binomial option pricing model with thefollowing assumptions: 2014 2016Fair value of ordinary share US$36.62 US$23.76- US$24.88Risk-free interest rates 2.909% 1.70%-1.75%Expected exercise multiple 2.2 2.2-2.8Expected volatility 53.5% 63%Expected dividend yield 0.00% 0.00%Weighted average fair value per option granted US$34.52-US$34.59 US$14.12- US$15.26 F-39Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 19.SHARE-BASED COMPENSATION (CONTINUED) Share-based compensation expenses relating to options and restricted shares granted to employees recognized for the year ended December 31, 2014, 2015and 2016 is as follows: Year ended December 31, 2014 2015 2016 RMB RMB RMB US$ Cost of revenues 8,048 6,939 12,310 1,773 Sales and marketing expenses 14,644 36,584 50,814 7,319 General and administrative expenses 20,557 40,142 77,965 11,229 Product development expenses 13,417 24,280 54,304 7,821 56,666 107,945 195,393 28,142 F-40Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 20.CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANYCONDENSED BALANCE SHEETS December 31, 2015 2016 RMB RMB US$ ASSETS Current assets: Cash and cash equivalents 136,810 57,505 8,282 Short-term investments 667,911 486,341 70,048 Prepaid expenses and other current assets 10,397 26,113 3,761 Total current assets 815,118 569,959 82,091 Non-current assets: Other non-current assets 7,173 5,936 855 Investment in subsidiaries and VIEs 4,047,714 5,807,841 836,503 Total non-current assets 4,054,887 5,813,777 837,358 Total assets 4,870,005 6,383,736 919,449 LIABILITIES AND SHAREHOLDERS’ EQUITYCurrent liabilities: Accrued expenses and other payables 16,327 20,660 2,975 Due to subsidiaries 2,642 2,672 385 Total current liabilities 18,969 23,332 3,360 Total liabilities 18,969 23,332 3,360 Commitments and Contingencies Shareholders’ equity: Class A ordinary shares (par value of US$0.01 per share; 99,931,211,060 shares authorized; 51,230,242 and 115,297,224shares issued and outstanding as of December 31, 2015 and 2016, respectively) 3,452 7,784 1,121 Class B ordinary shares (par value of US$0.01 per share; 68,788,940 shares authorized; 61,824,328 and nil shares issuedand outstanding as of December 31, 2015 and 2016, respectively) 4,183 — — Additional paid-in capital 2,787,103 3,006,152 432,976 Accumulated other comprehensive income 62,753 125,009 18,005 Retained earnings 1,993,545 3,221,459 463,987 Total shareholders’ equity 4,851,036 6,360,404 916,089 Total liabilities and shareholders’ equity 4,870,005 6,383,736 919,449 F-41Table of ContentsAUTOHOME INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”) except for number of shares and per share data) 20.CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (CONTINUED) CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Year ended December 31, 2014 2015 2016 RMB RMB RMB US$ Operating expenses: General and administrative expenses (9,178) (24,235) (20,533) (2,957) Operating losses (9,178) (24,235) (20,533) (2,957) Interest income 4,973 11,526 7,492 1,079 Share of income of subsidiaries and VIEs 752,885 1,003,358 1,240,955 178,735 Income before income taxes 748,680 990,649 1,227,914 176,857 Income tax expense — — — — Net income 748,680 990,649 1,227,914 176,857 Other comprehensive income, net of tax of nil Foreign currency translation adjustments 3,946 56,821 62,256 8,967 Comprehensive income 752,626 1,047,470 1,290,170 185,824 CONDENSED STATEMENTS OF CASH FLOWS Year ended December 31, 2014 2015 2016 RMB RMB RMB US$ Net cash used in operating activities (8,908) (2,017) (23,846) (3,435) Net cash used in investing activities (796,209) (132,976) (86,743) (12,494) Net cash generated from financing activities 404,754 30,200 25,420 3,661 Effect of exchange rate changes on cash and cash equivalents 3,727 7,569 5,864 845 Net decrease in cash and cash equivalents (396,636) (97,224) (79,305) (11,423) Cash and cash equivalents at beginning of year 630,670 234,034 136,810 19,705 Cash and cash equivalents at end of year 234,034 136,810 57,505 8,282 (a)Basis of accountingFor the Company only condensed financial information, the Company records its investment in its subsidiaries and VIEs under the equity method ofaccounting as prescribed in ASC 323-10, Investments-Equity Method and Joint Ventures: Overall. Such investment is presented on the condensed balancesheets as “Investment in subsidiaries and VIEs” and share of their income as “Share of income of subsidiaries and VIEs” on the condensed statements ofcomprehensive income. The parent company’s condensed financial statements should be read in conjunction with the Company’s consolidated financialstatements. (b)CommitmentsThe Company does not have any significant commitments or long-term obligations as of any of the years presented. F-42Exhibit 4.5Equity Interest Purchase AgreementThis Agreement is executed on March 25, 2017 by and among:The Sellers:Li Xiang (hereinafter referred to as “Party A”), ID No.: ******************;Fan Zheng (hereinafter referred to as “Party B”), ID No.: ******************;Qin Zhi (hereinafter referred to as “Party C”), ID No.: ******************; andThe Buyers:Lu Min (“Lu Min”), ID No.: ******************;Lei Haiyun (“Lei Haiyun”), ID No.: ******************.(Lu Min and Lei Haiyun are hereinafter referred to as “Party D” collectively)The Target Company: Beijing Autohome Information Technology Co., Ltd. (hereinafter referred to as “Party E”), universal social credit code:911101087934346098.The registered capital of Party E is RMB 10,000,000. Party A contributed RMB 6,800,000, accounting for 68% of the total. Party B contributed RMB2,400,000, accounting 24% of the total, and Party C contributed RMB 800,000, accounting for 8% of the total. In accordance with the applicable laws andregulations, the Parties hereby enter into this Agreement as below through friendly consultation:Clause 1 Equity Interests to be Sold And The Sale Price 1.1Party A shall sell 34% equity interests he held in Party E to Lu Min at the price of RMB 3,400,000, and sell the remaining 34% equity interests heheld in Party E to Lei Haiyun at the price of RMB 3,400,000; Party B shall sell 12% equity interests he held in Party E to Lu Min at the price of RMB1,200,000, and sell the remaining 12% equity interests he held in Party E to Lei Haiyun at the price of RMB 1,200,000; Party C shall sell 4% equityinterests he held in Party E to Lu Min at the price of RMB 400,000, and sell the remaining 4% equity interests he held in Party E to Lei Haiyun at theprice of RMB 400,000. 1.2Other rights and obligations pertaining to the said equity interests shall be transferred together with such equity interests.1.3After the sale of equity interests as contemplated hereunder is consummated and the relevant procedures for change are properly handled with thecompetent administration for industry and commerce, Party D shall pay the equity interest sale price respectively to Party A, Party B and Party C. It isacknowledged by the Parties that Party D shall have the right to offset the debts that would be owed to him by Party A, Party B and Party C againstthe equity interest sale price payable by him to Party A, Party B and Party C hereunder, or make payment hereunder according to the method ofpayment as agreed by the Parties through consultation at that time.Clause 2 Undertakings and WarrantiesParty A, Party B and Party C warrant that, the equity interests to be sold to Party D under Clause 1 hereof are lawfully owned by them, and they have thelawful right to dispose of such equity interests. Except for the pledge created under the equity interest pledge agreements respectively entered into by PartyA, Party B and Party C with Beijing Cheerbright Technology Co., Ltd., there are no pledges or other securities or third-party’s claims over the equity intereststo be sold by Party A, Party B and Party C hereunder.Clause 3 Liabilities for Breach of the AgreementIf any party fails to perform or materially breaches any provisions contained herein, he or she shall indemnify the non-breaching parties for any losses causedthereby, and, except as otherwise agreed in this Agreement, the non-breaching parties may terminate this Agreement and claim against the breaching party.Clause 4 Dispute ResolutionThis Agreement shall be governed by and construed in accordance with the applicable laws of the People’s Republic of China.Any dispute arising out of or in connection with this Agreement shall be resolved by the Parties through amicable consultation, failing which, a lawsuit maybe brought with the competent court having jurisdiction.Clause 5 Miscellaneous 5.1This Agreement shall be executed in seven originals, of which each party keeps one, and the remaining shall be filed with the competentadministration for industry and commerce, being equally authentic. 5.2This Agreement shall become effective immediately after it is sealed (in case of a corporate body) or signed (in case of a natural person) by each party.(The remainder of this page is intentionally left blank)Party A (signature): /s/ Li Xiang Party B (signature): /s/ Fan Zheng Party C (signature): /s/ Qin Zhi Party D: Lu Min (signature): Lei Haiyun (signature): /s/ Lu Min /s/ Lei Haiyun Party E: Beijing Autohome Information Technology Co., Ltd. (seal)Date: March 25, 2017Exhibit 4.6Equity Interest Purchase AgreementThis Agreement is executed on March 25, 2017 by and among:The Sellers:Li Xiang (hereinafter referred to as “Party A”), ID No.: ******************;Fan Zheng (hereinafter referred to as “Party B”), ID No.: ******************;Qin Zhi (hereinafter referred to as “Party C”), ID No.: ******************; andThe Buyers:Lu Min (“Lu Min”), ID No.: ******************;Lei Haiyun (“Lei Haiyun”), ID No.: ******************.(Lu Min and Lei Haiyun are hereinafter referred to as “Party D” collectively)The Target Company: Shanghai You Che You Jia Advertising Co., Ltd. (hereinafter referred to as “Party E”), universal social credit code: 310114002349595.The registered capital of Party E is RMB 10,000,000. Party A contributed RMB 6,800,000, accounting for 68% of the total. Party B contributed RMB2,400,000, accounting 24% of the total, and Party C contributed RMB 800,000, accounting for 8% of the total. In accordance with the applicable laws andregulations, the Parties hereby enter into this Agreement as below through friendly consultation:Clause 1 Equity Interests to be Sold And The Sale Price 1.1Party A shall sell 34% equity interests he held in Party E to Lu Min at the price of RMB 3,400,000, and sell the remaining 34% equity interests heheld in Party E to Lei Haiyun at the price of RMB 3,400,000; Party B shall sell 12% equity interests he held in Party E to Lu Min at the price of RMB1,200,000, and sell the remaining 12% equity interests he held in Party E to Lei Haiyun at the price of RMB 1,200,000; Party C shall sell 4% equityinterests he held in Party E to Lu Min at the price of RMB 400,000, and sell the remaining 4% equity interests he held in Party E to Lei Haiyun at theprice of RMB 400,000. 1.2Other rights and obligations pertaining to the said equity interests shall be transferred together with such equity interests.1.3After the sale of equity interests as contemplated hereunder is consummated and the relevant procedures for change are properly handled with thecompetent administration for industry and commerce, Party D shall pay the equity interest sale price respectively to Party A, Party B and Party C. It isacknowledged by the Parties that Party D shall have the right to offset the debts that would be owed to him by Party A, Party B and Party C againstthe equity interest sale price payable by him to Party A, Party B and Party C hereunder, or make payment hereunder according to the method ofpayment as agreed by the Parties through consultation at that time.Clause 2 Undertakings and WarrantiesParty A, Party B and Party C warrant that, the equity interests to be sold to Party D under Clause 1 hereof are lawfully owned by them, and they have thelawful right to dispose of such equity interests. Except for the pledge created under the equity interest pledge agreements respectively entered into by PartyA, Party B and Party C with Beijing Cheerbright Technology Co., Ltd., there are no pledges or other securities or third-party’s claims over the equity intereststo be sold by Party A, Party B and Party C hereunder.Clause 3 Liabilities for Breach of the AgreementIf any party fails to perform or materially breaches any provisions contained herein, he or she shall indemnify the non-breaching parties for any losses causedthereby, and, except as otherwise agreed in this Agreement, the non-breaching parties may terminate this Agreement and claim against the breaching party.Clause 4 Dispute ResolutionThis Agreement shall be governed by and construed in accordance with the applicable laws of the People’s Republic of China.Any dispute arising out of or in connection with this Agreement shall be resolved by the Parties through amicable consultation, failing which, a lawsuit maybe brought with the competent court having jurisdiction.Clause 5 Miscellaneous 5.1This Agreement shall be executed in seven originals, of which each party keeps one, and the remaining shall be filed with the competentadministration for industry and commerce, being equally authentic. 5.2This Agreement shall become effective immediately after it is sealed (in case of a corporate body) or signed (in case of a natural person) by each party.(The remainder of this page is intentionally left blank)Party A (signature): /s/ Li Xiang Party B (signature): /s/ Fan Zheng Party C (signature): /s/ Qin Zhi Party D: Lu Min (signature): Lei Haiyun (signature): /s/ Lu Min /s/ Lei Haiyun Party E: Shanghai You Che You Jia Advertising Co., Ltd. (seal)Date: March 25, 2017Exhibit 4.7Equity Interest Purchase AgreementThis Agreement is executed on September 30, 2016 by and among:The Sellers:Li Xiang (hereinafter referred to as “Party A”), ID No.: ******************;Fan Zheng (hereinafter referred to as “Party B”), ID No.: ******************;Qin Zhi (hereinafter referred to as “Party C”), ID No.: ******************; andThe Buyers:Lu Min (“Lu Min”), ID No.: ******************;Lei Haiyun (“Lei Haiyun”), ID No.: ******************(Lu Min and Lei Haiyun are hereinafter referred to as “Party D” collectively)The Target Company: Guangzhou You Che You Jia Advertising Co., Ltd. (hereinafter referred to as “Party E”), universal social credit code:440106000611458.The registered capital of Party E is RMB 1,000,000 Party A contributed RMB 680,000, accounting for 68% of the total. Party B contributed RMB 240,000,accounting 24% of the total, and Party C contributed RMB 80,000, accounting for 8% of the total. In accordance with the applicable laws and regulations,the Parties hereby enter into this Agreement as below through friendly consultation:Clause 1 Equity Interests to be Sold And The Sale Price 1.1Party A shall sell 34% equity interests he held in Party E to Lu Min at the price of RMB 340,000, and sell the remaining 34% equity interests he heldin Party E to Lei Haiyun at the price of RMB 340,000; Party B shall sell 12% equity interests he held in Party E to Lu Min at the price of RMB120,000, and sell the remaining 12% equity interests he held in Party E to Lei Haiyun at the price of RMB 120,000; Party C shall sell 4% equityinterests he held in Party E to Lu Min at the price of RMB 40,000, and sell the remaining 4% equity interests he held in Party E to Lei Haiyun at theprice of RMB 40,000. 1.2Other rights and obligations pertaining to the said equity interests shall be transferred together with such equity interests.1.3After the sale of equity interests as contemplated hereunder is consummated and the relevant procedures for change are properly handled with thecompetent administration for industry and commerce, Party D shall pay the equity interest sale price respectively to Party A, Party B and Party C. It isacknowledged by the Parties that Party D shall have the right to offset the debts that would be owed to him by Party A, Party B and Party C againstthe equity interest sale price payable by him to Party A, Party B and Party C hereunder, or make payment hereunder according to the method ofpayment as agreed by the Parties through consultation at that time.Clause 2 Undertakings and WarrantiesParty A, Party B and Party C warrant that, the equity interests to be sold to Party D under Clause 1 hereof are lawfully owned by them, and they have thelawful right to dispose of such equity interests. Except for the pledge created under the equity interest pledge agreements respectively entered into by PartyA, Party B and Party C with Beijing Cheerbright Technology Co., Ltd., there are no pledges or other securities or third-party’s claims over the equity intereststo be sold by Party A, Party B and Party C hereunder.Clause 3 Liabilities for Breach of the AgreementIf any party fails to perform or materially breaches any provisions contained herein, he or she shall indemnify the non-breaching parties for any losses causedthereby, and, except as otherwise agreed in this Agreement, the non-breaching parties may terminate this Agreement and claim against the breaching party.Clause 4 Dispute ResolutionThis Agreement shall be governed by and construed in accordance with the applicable laws of the People’s Republic of China.Any dispute arising out of or in connection with this Agreement shall be resolved by the Parties through amicable consultation, failing which, a lawsuit maybe brought with the competent court having jurisdiction.Clause 5 Miscellaneous 5.1This Agreement shall be executed in seven originals, of which each party keeps one, and the remaining shall be filed with the competentadministration for industry and commerce, being equally authentic. 5.2This Agreement shall become effective immediately after it is sealed (in case of a corporate body) or signed (in case of a natural person) by each party.(The remainder of this page is intentionally left blank)Party A (signature): /s/ Li Xiang Party B (signature): /s/ Fan Zheng Party C (signature): /s/ Qin Zhi Party D: Lu Min (signature): Lei Haiyun (signature): /s/ Lu Min /s/ Lei Haiyun Party E: Guangzhou You Che You Jia Advertising Co., Ltd. (seal)Date: September 30, 2016Exhibit 4.8Equity Interest Purchase AgreementThis Agreement is executed on September 30, 2016 by and among:The Sellers:Qin Zhi (hereinafter referred to as “Party A”), ID No.: ******************;Fan Zheng (hereinafter referred to as “Party B”), ID No.: ******************; andThe Buyers:Lu Min (“Lu Min”), ID No.: ******************;Lei Haiyun (“Lei Haiyun”), ID No.: ******************.(Lu Min and Lei Haiyun are hereinafter referred to as “Party C” collectively)The Target Company: Beijing Shengtuo Hongyuan Information Technology Co., Ltd. (hereinafter referred to as “Party D”), universal social credit code:91110108563619210K.The registered capital of Party D is RMB 10,000,000. Party A contributed RMB 5,000,000, accounting for 50% of the total and Party B contributed RMB5,000,000, accounting 50% of the total. In accordance with the applicable laws and regulations, the Parties hereby enter into this Agreement as belowthrough friendly consultation:Clause 1 Equity Interests to be Sold And The Sale Price 1.1Party A shall sell 50% equity interests he held in Party D to Lu Min at the price of RMB 5,000,000, and Party B shall sell 50% equity interests heheld in Party D to Lei Haiyun at the price of RMB 5,000,000. 1.2Other rights and obligations pertaining to the said equity interests shall be transferred together with such equity interests. 1.3After the sale of equity interests as contemplated hereunder is consummated and the relevant procedures for change are properly handled withthe competent administration for industry and commerce, Party C shall pay the share sale price respectively to Party A and Party B. It isacknowledged by the Parties, Party C shall have the right to offset the debts owed to it by Party A and Party B against the share sale price due byit to Party A and Party B hereunder, or make payment hereunder according to the method of payment as agreed by the Parties throughconsultation at that time.Clause 2 Undertakings and WarrantiesParty A and Party B warrant that, the equity interests to be sold to Party C under Clause 1 hereof are lawfully owned by them, and they have the lawful rightto dispose of such equity interests. Except for the pledge created under the equity interest pledge agreements respectively entered into by Party A and Party Bwith Beijing Chezhiying Technology Co., Ltd., there are no pledges or other securities or third-party’s claims over the equity interests to be sold by Party Aand Party B hereunder.Clause 3 Liabilities for Breach of the AgreementIf any party fails to perform or materially breaches any provisions contained herein, he or she shall indemnify the non-breaching parties for any losses causedthereby, and, except as otherwise agreed in this Agreement, the non-breaching parties may terminate this Agreement and claim against the breaching party.Clause 4 Dispute ResolutionThis Agreement shall be governed by and construed in accordance with the applicable laws of the People’s Republic of China.Any dispute arising out of or in connection with this Agreement shall be resolved by the Parties through amicable consultation, failing which, a lawsuit maybe brought with the competent court having jurisdiction.Clause 5 Miscellaneous 5.1This Agreement shall be executed in six originals, of which each party keeps one, and the remaining shall be filed with the competent administrationfor industry and commerce. All copies have the same legal effects. 5.2This Agreement shall become effective immediately after it is sealed (in case of a corporate body) or signed (in case of a natural person) by each party.(The remainder of this page is intentionally left blank)Party A (signature): /s/ Qin Zhi Party B (signature): /s/ Fan Zheng Party C: Lu Min (signature): Lei Haiyun (signature): /s/ Lu Min /s/ Lei Haiyun Party D: Beijing Shengtuo Hongyuan Information Technology Co., Ltd. (seal)Date: September 30, 2016Exhibit 4.9Debt Transfer and Offset AgreementThis Agreement is executed on March 25, 2017 by and among:The Creditor: Beijing Cheerbright Technology Co., Ltd. (hereinafter referred to as “Cheerbright”)The Transferors:Li Xiang (“Li Xiang”), ID No.: ******************;Fan Zheng (“Fan Zheng”), ID No.: ******************;Qin Zhi (“Qin Zhi”), ID No.: ******************; andThe Transferees:Lu Min (“Lu Min”), ID No.: ******************;Lei Haiyun (“Lei Haiyun”), ID No.: ******************.Whereas, (1)Cheerbright and Li Xiang executed a loan agreement dated June 7, 2011 in respect of the loan of RMB 6,120,000 extended by Cheerbright to LiXiang, among other things; Cheerbright and Fan Zheng executed a loan agreement dated June 7, 2011 in respect of the loan of RMB 2,160,000extended by Cheerbright to Fan Zheng, among other things; Cheerbright and Qin Zhi executed a loan agreement dated June 7, 2011 in respect of theloan of RMB 720,000 extended by Cheerbright to Qin Zhi, among other things; (2)Li Xiang, Fan Zheng and Qin Zhi intend to transfer to Lu Min and Lei Haiyun, and Lu Min and Lei Haiyun agree to accept, all debts and all of theirrights and obligations under the said loan agreements as described in above (1); (3)The registered capital of Beijing Autohome Information Technology Co., Ltd. (hereinafter referred to as “the Target Company”) is RMB 10,000,000, ofwhich Li Xiang contributed RMB 6,800,000, accounting for 68% of the total; Fan Zheng contributed RMB 2,400,000, accounting 24% of the total;and Qin Zhi contributed RMB 800,000, accounting for 8% of the total. On March 25, 2017, Li Xiang, Fan Zheng and Qin Zhi executed an equityinterest purchase agreement with Lu Min and Lei Haiyun in respect of sale of 100% equity interests in the Target Company (hereinafter referred to as“Equity Interest Purchase Agreement”). Lu Min and Lei Haiyun purchase the 100% equity interests in the Target Company according to the directiveof Cheerbright. Pursuant to the provisions of the Equity Interest Purchase Agreement, Lu Min and Lei Haiyun shall pay to Li Xiang, Fan Zheng andQin Zhi respectively the equity interest sale prices that have not been paid yet. Li Xiang, Fan Zheng and Qin Zhi intend to offset the said equityinterest sale prices against the debts owed by them to Lu Min and Lei Haiyun hereunder according to the following provisions; and(4)Any currency as referred to herein shall mean RMB, except as otherwise specified.NOW THEREFORE, in accordance with applicable laws and regulations and through amicable consultation, the Parties hereby enter into this Agreement asbelow:Clause 1 Transfer of Debts 1.1Li Xiang agrees to transfer to Lu Min, and Lu Min agrees to accept, the debt of RMB 3,060,000 owed by Li Xiang to Cheerbright, and Li Xiangagrees to transfer to Lei Haiyun, and Lei Haiyun agrees to accept, the debt of RMB 3,060,000 owed by Li Xiang to Cheerbright; Fan Zheng agrees totransfer to Lu Min, and Lu Min agrees to accept, the debt of RMB 1,080,000 owed by Fan Zheng to Cheerbright, and Fan Zheng agrees to transfer toLei Haiyun, and Lei Haiyun agrees to accept, the debt of RMB 1,080,000 owed by Fan Zheng to Cheerbright; Qin Zhi agrees to transfer to Lu Min,and Lu Min agrees to accept, the debt of RMB 360,000 owed by Qin Zhi to Cheerbright, and Qin Zhi agrees to transfer to Lei Haiyun, and Lei Haiyunagrees to accept, the debt of RMB 360,000 owed by Qin Zhi to Cheerbright.After the consummation of the transfer of the said debts, Li Xiang shall owe the debt of RMB 3,060,000 and RMB 3,060,000 respectively to Lu Minand Lei Haiyun, Fan Zheng shall owe the debt of RMB 1,080,000 and RMB 1,080,000 respectively to Lu Min and Lei Haiyun, and Qin Zhi shall owethe debt of RMB 360,000 and RMB 360,000 respectively to Lu Min and Lei Haiyun. 1.2Cheerbright acknowledges and agrees to the said transfer of debts, and is willing to extend the loan of RMB 500,000 respectively to Lu Min and LeiHaiyun. 1.3After the consummation of the transfer of the said debts, Li Xiang, Fan Zheng and Qin Zhi shall no longer owe any debt to Cheerbright; Lu Min shallowe the debt of RMB 5,000,000 in total to Cheerbright, and Lei Haiyun shall owe the debt of RMB 5,000,000 in total to Cheerbright.Clause 2 Transfer of Rights and Obligations 2.1In addition to the transfer of debts under Clause 1 hereof, Li Xiang agrees to transfer to Lu Min and Lei Haiyun, and Lu Min and Lei Haiyun agree toaccept, all rights and obligations of Li Xiang under the relevant loan agreement; Fan Zheng agrees to transfer to Lu Min and Lei Haiyun, and Lu Minand Lei Haiyun agree to accept, all rights and obligations of Fan Zheng under the relevant loan agreement; Qin Zhi agrees to transfer to Lu Min andLei Haiyun, and Lu Min and Lei Haiyun agree to accept, all rights and obligations of Qin Zhi under the relevant loan agreement.2.2Cheerbright acknowledges and agrees to the said transfer of rights and obligations. 2.3Cheerbright, Lu Min and Lei Haiyun agree to novate the relevant loan agreements, so as to define Cheerbright’s claims against Lu Min and LeiHaiyun and relevant rights and obligations.Clause 3 Offset of Debts 3.1Pursuant to the provisions of the Equity Interest Purchase Agreement, Lu Min and Lei Haiyun shall respectively pay to Li Xiang the equity interestsale prices of RMB 3,400,000; Lu Min and Lei Haiyun shall respectively pay to Fan Zheng the equity interest sale prices of RMB 1,200,000; Lu Minand Lei Haiyun shall respectively pay to Qin Zhi the equity interest sale prices of RMB 400,000. All of the said equity interest sale prices have notbeen paid. 3.2It is acknowledged and agreed by Li Xiang, Fan Zheng and Qin Zhi that, the debts owed by Li Xiang, Fan Zheng and Qin Zhi respectively to Lu Minand Lei Haiyun shall be offset in part against the equity interest sale prices payable by Lu Min and Lei Haiyun respectively to Li Xiang, Fan Zhengand Qin Zhi under the Equity Interest Purchase Agreement. 3.3After the said offset of debts in part, Lu Min shall pay the equity interest sale price of RMB 340,000 to Li Xiang, RMB 120,000 to Fan Zheng, andRMB 40,000 to Qin Zhi; Lei Haiyun shall pay the equity interest sale price of RMB 340,000 to Li Xiang, RMB 120,000 to Fan Zheng, and RMB40,000 to Qin Zhi. It is agreed by the Parties, within 10 business days after the procedures for registration of change in equity interests in respect ofthe equity interest sale under the Equity Interest Purchase Agreement are properly handled with the competent administration for industry andcommerce, Cheerbright shall, for the account of Lu Min, pay the equity interest sale price of RMB 340,000 to Li Xiang, RMB 120,000 to Fan Zheng,and RMB 40,000 to Qin Zhi, and, for the account of Lei Haiyun, pay the equity interest sale price of RMB 340,000 to Li Xiang, RMB 120,000 to FanZheng, and RMB 40,000 to Qin Zhi. 3.4It is acknowledged by the Parties, the equity interest sale prices under the Equity Interest Purchase Agreement shall be the amounts net of tax. Anytaxes or levies (if any) imposed with respect to the equity interest sale shall be borne by Cheerbright, instead of the sellers of the equity interests.Cheerbright shall be responsible for communicating with the competent taxation authorities and paying the relevant taxes as requested by taxationauthorities, and shall assist the sellers of equity interests to obtain the receipts of tax payment.Clause 4 Liabilities for Breach of ContractIf any party fails to perform or materially breaches any provision contained herein, he or she shall indemnify the non-breaching parties for any loss causedthereby, and, except as otherwise agreed in this Agreement, the non-breaching parties may terminate this Agreement and claim against the breaching party.Clause 5 Dispute ResolutionThis Agreement shall be governed by and construed in accordance with the applicable laws of the People’s Republic of China.Any dispute arising out of or in connection with this Agreement shall be resolved by the Parties through amicable consultation, failing which, a lawsuit maybe brought with the competent court having jurisdiction.Clause 6 Miscellaneous 6.1This Agreement shall be executed in seven originals, of which each party and the Target Company shall keep one respectively. 6.2This Agreement shall become effective immediately after it is sealed (in case of a corporate body) or signed (in case of a natural person) by each party.(The remainder of this page is intentionally left blank)Beijing Cheerbright Technology Co., Ltd. (seal):Li Xiang (signature): /s/ Li Xiang Qin Zhi (signature): Fan Zheng (signature): /s/ Qin Zhi /s/ Fan Zheng Lu Min (signature): Lei Haiyun (signature): /s/ Lu Min /s/ Lei Haiyun Date: March 25, 2017Exhibit 4.10Debt Transfer and Offset AgreementThis Agreement is executed on March 25, 2017 by and among:The Creditor: Beijing Cheerbright Technology Co., Ltd. (hereinafter referred to as “Cheerbright”)The Transferors:Li Xiang (“Li Xiang”), ID No.: ******************;Fan Zheng (“Fan Zheng”), ID No.: ******************;Qin Zhi (“Qin Zhi”), ID No.: ******************; andThe Transferees:Lu Min (“Lu Min”), ID No.: ******************;Lei Haiyun (“Lei Haiyun”), ID No.: ******************.Whereas, (1)On December 31, 2011 and July 2, 2012 , Cheerbright and Li Xiang executed loan agreements respectively in respect of the two loans of RMB6,800,000 in total extended by Cheerbright to Li Xiang, among other things; On December 31, 2011 and July 2, 2012, Cheerbright and Fan Zhengexecuted loan agreements respectively in respect of the two loans of RMB 2,400,000 in total extended by Cheerbright to Fan Zheng, among otherthings; On December 31, 2011 and July 2, 2012 , Cheerbright and Qin Zhi executed loan agreements respectively in respect of the two loans of RMB800,000 in total extended by Cheerbright to Qin Zhi , among other things; (2)Li Xiang, Fan Zheng and Qin Zhi intend to transfer to Lu Min and Lei Haiyun, and Lu Min and Lei Haiyun agree to accept, all debts and all of theirrights and obligations under the said loan agreements as described in above (1); (3)The registered capital of Shanghai You Che You Jia Advertising Co., Ltd. (hereinafter referred to as “the Target Company”) is RMB 10,000,000. LiXiang contributed RMB 6,800,000, accounting for 68% of the total. Fan Zheng contributed RMB 2,400,000, accounting 24% of the total, and Qin Zhicontributed RMB 800,000, accounting for 8% of the total. On March 25, 2017, Li Xiang, Fan Zheng and Qin Zhi executed an equity interest purchaseagreement with Lu Min and Lei Haiyun in respect of sale of 100% equity interests in the Target Company (hereinafter referred to as “Equity InterestPurchase Agreement”). Lu Min and Lei Haiyun purchase the 100% equity interests in the Target Company according to the directive of Cheerbright.Pursuant to the provisions of the Equity Interest Purchase Agreement, Lu Min and Lei Haiyun shall pay to Li Xiang, Fan Zheng and Qin Zhirespectively the equity interest sale prices that have not been paid yet. Li Xiang, Fan Zheng and Qin Zhi intend to offset the said equity interest saleprices against the debts owed by them to Lu Min and Lei Haiyun hereunder according to the following provisions; and(4)Any currency as referred to herein shall mean RMB, except as otherwise specified.NOW THEREFORE, in accordance with applicable laws and regulations and through amicable consultation, the Parties hereby enter into this Agreement asbelow:Clause 1 Transfer of Debts 1.1Li Xiang agrees to transfer to Lu Min, and Lu Min agrees to accept, the debt of RMB 3,400,000 owed by Li Xiang to Cheerbright, and Li Xiangagrees to transfer to Lei Haiyun, and Lei Haiyun agrees to accept, the debt of RMB 3,400,000 owed by Li Xiang to Cheerbright; Fan Zheng agrees totransfer to Lu Min, and Lu Min agrees to accept, the debt of RMB 1,200,000 owed by Fan Zheng to Cheerbright, and Fan Zheng agrees to transfer toLei Haiyun, and Lei Haiyun agrees to accept, the debt of RMB 1,200,000 owed by Fan Zheng to Cheerbright; Qin Zhi agrees to transfer to Lu Min,and Lu Min agrees to accept, the debt of RMB 400,000 owed by Qin Zhi to Cheerbright, and Qin Zhi agrees to transfer to Lei Haiyun, and Lei Haiyunagrees to accept, the debt of RMB 400,000 owed by Qin Zhi to Cheerbright.After the consummation of the transfer of the said debts, Li Xiang shall owe the debt of RMB 3,400,000 and RMB 3,400,000 respectively to Lu Minand Lei Haiyun, Fan Zheng shall owe the debt of RMB 1,200,000 and RMB 1,200,000 respectively to Lu Min and Lei Haiyun, and Qin Zhi shall owethe debt of RMB 400,000 and RMB 400,000 respectively to Lu Min and Lei Haiyun. 1.2Cheerbright acknowledges and agrees to the said transfer of debts. 1.3After the consummation of the transfer of the said debts, Li Xiang, Fan Zheng and Qin Zhi shall no longer owe any debt to Cheerbright; Lu Min shallowe the debt of RMB 5,000,000 to Cheerbright, and Lei Haiyun shall owe the debt of RMB 5,000,000 to Cheerbright.Clause 2 Transfer of Rights and Obligations 2.1In addition to the transfer of debts under Clause 1 hereof, Li Xiang agrees to transfer to Lu Min and Lei Haiyun, and Lu Min and Lei Haiyun agree toaccept, all rights and obligations of Li Xiang under the relevant loan agreement; Fan Zheng agrees to transfer to Lu Min and Lei Haiyun, and Lu Minand Lei Haiyun agree to accept, all rights and obligations of Fan Zheng under the relevant loan agreement; Qin Zhi agrees to transfer to Lu Min andLei Haiyun, and Lu Min and Lei Haiyun agree to accept, all rights and obligations of Qin Zhi under the relevant loan agreement.2.2Cheerbright acknowledges and agrees to the said transfer of rights and obligations. 2.3Cheerbright, Lu Min and Lei Haiyun agree to novate the relevant loan agreements, so as to define Cheerbright’s claims against Lu Min and LeiHaiyun and relevant rights and obligations.Clause 3 Offset of Debts 3.1Pursuant to the provisions of the Equity Interest Purchase Agreement, Lu Min and Lei Haiyun shall respectively pay to Li Xiang the equity interestsale prices of RMB 3,400,000; Lu Min and Lei Haiyun shall respectively pay to Fan Zheng the equity interest sale prices of RMB 1,200,000; Lu Minand Lei Haiyun shall respectively pay to Qin Zhi the equity interest sale prices of RMB 400,000. All of the said equity interest sale prices have notbeen paid. 3.2It is acknowledged and agreed by Li Xiang, Fan Zheng and Qin Zhi that, the debts owed by Li Xiang, Fan Zheng and Qin Zhi respectively to Lu Minand Lei Haiyun shall be offset in part against the equity interest sale prices payable by Lu Min and Lei Haiyun respectively to Li Xiang, Fan Zhengand Qin Zhi under the Equity Interest Purchase Agreement. 3.3After the said offset of debts, there are no debts among Li Xiang, Fan Zheng, Qin Zhi and Lu Min, Lei Haiyun. 3.4It is acknowledged by the Parties, the equity interest sale prices under the Equity Interest Purchase Agreement shall be the amounts net of tax. Anytaxes or levies (if any) imposed with respect to the equity interest sale shall be borne by Cheerbright, instead of the sellers of the equity interests.Cheerbright shall be responsible for communicating with the competent taxation authorities and paying the relevant taxes as requested by taxationauthorities, and shall assist the sellers of equity interests to obtain the receipts of tax payment.Clause 4 Liabilities for Breach of ContractIf any party fails to perform or materially breaches any provision contained herein, he or she shall indemnify the non-breaching parties for any loss causedthereby, and, except as otherwise agreed in this Agreement, the non-breaching parties may terminate this Agreement and claim against the breaching party.Clause 5 Dispute ResolutionThis Agreement shall be governed by and construed in accordance with the applicable laws of the People’s Republic of China.Any dispute arising out of or in connection with this Agreement shall be resolved by the Parties through amicable consultation, failing which, a lawsuit maybe brought with the competent court having jurisdiction.Clause 6 Miscellaneous 6.1This Agreement shall be executed in seven originals, of which each party and the Target Company shall keep one respectively. 6.2This Agreement shall become effective immediately after it is sealed (in case of a corporate body) or signed (in case of a natural person) by each party.(The remainder of this page is intentionally left blank)Beijing Cheerbright Technology Co., Ltd. (seal):Li Xiang (signature): /s/ Li Xiang Qin Zhi (signature): Fan Zheng (signature): /s/ Qin Zhi /s/ Fan Zheng Lu Min (signature): Lei Haiyun (signature): /s/ Lu Min /s/ Lei Haiyun Date: March 25, 2017Exhibit 4.11Debt Transfer and Offset AgreementThis Agreement is executed on September 30, 2016 by and among:The Creditor: Beijing Cheerbright Technology Co., Ltd. (hereinafter referred to as “Cheerbright”)The Transferors:Li Xiang (“Li Xiang”), ID No.: ******************;Fan Zheng (“Fan Zheng”), ID No.: ******************;Qin Zhi (“Qin Zhi”), ID No.: ******************; andThe Transferees:Lu Min (“Lu Min”), ID No.: ******************;Lei Haiyun (“Lei Haiyun”), ID No.: ******************.Whereas, (1)Cheerbright and Li Xiang executed a loan agreement dated May 8, 2012 in respect of the loan of RMB 680,000 extended by Cheerbright to Li Xiang,among other things; Cheerbright and Fan Zheng executed a loan agreement dated May 8, 2012 in respect of the loan of RMB 240,000 extended byCheerbright to Fan Zheng, among other things; Cheerbright and Qin Zhi executed a loan agreement dated May 8, 2012 in respect of the loan of RMB80,000 extended by Cheerbright to Qin Zhi, among other things; (2)Li Xiang, Fan Zheng and Qin Zhi intend to transfer to Lu Min and Lei Haiyun, and Lu Min and Lei Haiyun agree to accept, all debts and all of theirrights and obligations under the said loan agreements as described in above (1); (3)The registered capital of Guangzhou You Che You Jia Advertising Co., Ltd. (hereinafter referred to as “the Target Company”) is RMB 1,000,000, ofwhich Li Xiang contributed RMB 680,000, accounting for 68% of the total; Fan Zheng contributed RMB 240,000, accounting 24% of the total; andQin Zhi contributed RMB 80,000, accounting for 8% of the total. On September 30, 2016, Li Xiang, Fan Zheng and Qin Zhi executed an equityinterest purchase agreement with Lu Min and Lei Haiyun in respect of sale of 100% equity interests in the Target Company (hereinafter referred to as“Equity Interest Purchase Agreement”). Lu Min and Lei Haiyun purchase the 100% equity interests in the Target Company according to the directiveof Cheerbright. Pursuant to the provisions of the Equity Interest Purchase Agreement, Lu Min and Lei Haiyun shall pay to Li Xiang, Fan Zheng andQin Zhi respectively the equity interest sale prices that have not been paid yet. Li Xiang, Fan Zheng and Qin Zhi intend to offset the said equityinterest sale prices against the debts owed by them to Lu Min and Lei Haiyun hereunder according to the following provisions; and(4)Any currency as referred to herein shall mean RMB, except as otherwise specified.NOW THEREFORE, in accordance with applicable laws and regulations and through amicable consultation, the Parties hereby enter into this Agreement asbelow:Clause 1 Transfer of Debts 1.1Li Xiang agrees to transfer to Lu Min, and Lu Min agrees to accept, the debt of RMB 340,000 owed by Li Xiang to Cheerbright, and Li Xiang agreesto transfer to Lei Haiyun, and Lei Haiyun agrees to accept, the debt of RMB 340,000 owed by Li Xiang to Cheerbright; Fan Zheng agrees to transferto Lu Min, and Lu Min agrees to accept, the debt of RMB 120,000 owed by Fan Zheng to Cheerbright, and Fan Zheng agrees to transfer to LeiHaiyun, and Lei Haiyun agrees to accept, the debt of RMB 120,000 owed by Fan Zheng to Cheerbright; Qin Zhi agrees to transfer to Lu Min, and LuMin agrees to accept, the debt of RMB 40,000 owed by Qin Zhi to Cheerbright, and Qin Zhi agrees to transfer to Lei Haiyun, and Lei Haiyun agreesto accept, the debt of RMB 40,000 owed by Qin Zhi to Cheerbright.After the consummation of the transfer of the said debts, Li Xiang shall owe the debt of RMB 340,000 and RMB 340,000 respectively to Lu Min andLei Haiyun, Fan Zheng shall owe the debt of RMB 120,000 and RMB 120,000 respectively to Lu Min and Lei Haiyun, and Qin Zhi shall owe thedebt of RMB 40,000 and RMB 40,000 respectively to Lu Min and Lei Haiyun. 1.2Cheerbright acknowledges and agrees to the said transfer of debts. 1.3After the consummation of the transfer of the said debts, Li Xiang, Fan Zheng and Qin Zhi shall no longer owe any debt to Cheerbright; Lu Min shallowe the debt of RMB 500,000 to Cheerbright, and Lei Haiyun shall owe the debt of RMB 500,000 to Cheerbright.Clause 2 Transfer of Rights and Obligations 2.1In addition to the transfer of debts under Clause 1 hereof, Li Xiang agrees to transfer to Lu Min and Lei Haiyun, and Lu Min and Lei Haiyun agree toaccept, all rights and obligations of Li Xiang under the relevant loan agreement; Fan Zheng agrees to transfer to Lu Min and Lei Haiyun, and Lu Minand Lei Haiyun agree to accept, all rights and obligations of Fan Zheng under the relevant loan agreement; Qin Zhi agrees to transfer to Lu Min andLei Haiyun, and Lu Min and Lei Haiyun agree to accept, all rights and obligations of Qin Zhi under the relevant loan agreement.2.2Cheerbright acknowledges and agrees to the said transfer of rights and obligations. 2.3Cheerbright, Lu Min and Lei Haiyun agree to novate the relevant loan agreements, so as to define Cheerbright’s claims against Lu Min and LeiHaiyun and relevant rights and obligations.Clause 3 Offset of Debts 3.1Pursuant to the provisions of the Equity Interest Purchase Agreement, Lu Min and Lei Haiyun shall respectively pay to Li Xiang the equity interestsale prices of RMB 340,000; Lu Min and Lei Haiyun shall respectively pay to Fan Zheng the equity interest sale prices of RMB 120,000; Lu Min andLei Haiyun shall respectively pay to Qin Zhi the equity interest sale prices of RMB 40,000. All of the said equity interest sale prices have not beenpaid. 3.2It is acknowledged and agreed by Li Xiang, Fan Zheng and Qin Zhi that, the debts owed by Li Xiang, Fan Zheng and Qin Zhi respectively to Lu Minand Lei Haiyun shall be offset in part against the equity interest sale prices payable by Lu Min and Lei Haiyun respectively to Li Xiang, Fan Zhengand Qin Zhi under the Equity Interest Purchase Agreement. 3.3After the said offset of debts, there are no debts among Li Xiang, Fan Zheng, Qin Zhi and Lu Min, Lei Haiyun. 3.4It is acknowledged by the Parties, the equity interest sale prices under the Equity Interest Purchase Agreement shall be the amounts net of tax. Anytaxes or levies (if any) imposed with respect to the equity interest sale shall be borne by Cheerbright, instead of the sellers of the equity interests.Cheerbright shall be responsible for communicating with the competent taxation authorities and paying the relevant taxes as requested by taxationauthorities, and shall assist the sellers of equity interests to obtain the receipts of tax payment.Clause 4 Liabilities for Breach of ContractIf any party fails to perform or materially breaches any provision contained herein, he or she shall indemnify the non-breaching parties for any loss causedthereby, and, except as otherwise agreed in this Agreement, the non-breaching parties may terminate this Agreement and claim against the breaching party.Clause 5 Dispute ResolutionThis Agreement shall be governed by and construed in accordance with the applicable laws of the People’s Republic of China.Any dispute arising out of or in connection with this Agreement shall be resolved by the Parties through amicable consultation, failing which, a lawsuit maybe brought with the competent court having jurisdiction.Clause 6 Miscellaneous 6.1This Agreement shall be executed in seven originals, of which each party and the Target Company shall keep one respectively. 6.2This Agreement shall become effective immediately after it is sealed (in case of a corporate body) or signed (in case of a natural person) by each party.(The remainder of this page is intentionally left blank)Beijing Cheerbright Technology Co., Ltd. (seal):Li Xiang (signature): /s/ Li Xiang Qin Zhi (signature): Fan Zheng (signature): /s/ Qin Zhi /s/ Fan Zheng Lu Min (signature): Lei Haiyun (signature): /s/ Lu Min /s/ Lei Haiyun Date: September 30, 2016Exhibit 4.12Debt Transfer and Offset AgreementThis Agreement is executed on September 30, 2016 by and among:The Creditor: Beijing Chezhiying Technology Co., Ltd. (hereinafter referred to as “Chezhiying”)The Transferors:Qin Zhi (“Qin Zhi”), ID No.: ******************;Fan Zheng (“Fan Zheng”), ID No.: ******************.The Transferees:Lu Min (“Lu Min”), ID No.: ******************;Lei Haiyun (“Lei Haiyun”), ID No.: ******************Whereas, (1)Chezhiying and Qin Zhi executed a loan agreement dated July 8, 2015 in respect of the loan of RMB 5,000,000 extended by Chezhiying to Qin Zhi,among other things; Chezhiying and Fan Zheng executed a loan agreement dated July 8, 2015 in respect of the loan of RMB 5,000,000 extended byChezhiying to Fan Zheng, among other things; (2)Qin Zhi intends to transfer to Lu Min all debts and all of their rights and obligations under the said loan agreements as described in above (1), and FanZheng intends to transfer to Lei Haiyun all debts and all of their rights and obligations under the said loan agreements as described in above (1).Pursuant to the provisions of this Agreement, Lu Min and Lei Haiyun agree to accept respectively from Qin Zhi and Fan Zheng all debts and all of theirrights and obligations under the said loan agreements; (3)The registered capital of Beijing Shengtuo Hongyuan Information Technology Co., Ltd. (hereinafter referred to as “the Target Company”) is RMB10,000,000. Fan Zheng contributed RMB 5,000,000, accounting for 50% of the total and Qin Zhi contributed RMB 5,000,000, accounting 50% of thetotal. On September 30, 2016, Fan Zheng and Qin Zhi executed the Equity Interest Purchase Agreement with Lu Min and Lei Haiyun in respect of saleof 100% equity interests in the Target Company (hereinafter referred to as “Equity Interest Purchase Agreement”). Lu Min and Lei Haiyun purchasedthe 100% equity interests in the Target Company according to the direction of Chezhiying. Pursuant to the provisions of the Equity Interest PurchaseAgreement, Lu Min shall pay to Qin Zhi and Lei Haiyun shall pay to Fan Zheng the equity interest sale prices that have not been paid yet. Qin Zhi andFan Zheng intend to offset the said equity interest sale prices against the debts owed by them respectively to Lu Min and Lei Haiyun hereunder; and(4)Any currency as referred to herein shall mean RMB, except as otherwise specified.NOW THEREFORE, in accordance with applicable laws and regulations and through amicable consultation, the Parties hereby reach this Agreement asbelow:Clause 1 Transfer of Debts 1.1Qin Zhi agrees to transfer to Lu Min, and Lu Min agrees to accept, the debt of RMB 5,000,000 owed by Qin Zhi to Chezhiying, and Fan Zheng agreesto transfer to Lei Haiyun, and Lei Haiyun agrees to accept, the debt of RMB 5,000,000 owed by Qin Zhi to Chezhiying.After the consummation of the transfer of the said debts, Qin Zhi shall owe the debt of RMB 5,000,000 to Lu Min, and Fan Zheng shall owe the debtof RMB 5,000,000 to Lei Haiyun. 1.2Chezhiying acknowledges and agrees to the said transfer of debts. 1.3After consummation of the transfer of the said debts, Fan Zheng and Qin Zhi shall no longer owe any debt to Chezhiying; Lu Min shall owe the debtof RMB 5,000,000 to Chezhiying, and Lei Haiyun shall owe the debt of RMB 5,000,000 to Chezhiying.Clause 2 Transfer of Rights and Obligations 2.1In addition to the transfer of debts under Clause 1 hereof, Qin Zhi agrees to transfer to Lu Min, and Lu Min agrees to accept, all rights and obligationsof Qin Zhi under the relevant loan agreement; Fan Zheng agrees to transfer to Lei Haiyun, and Lei Haiyun agrees to accept, all rights and obligationsof Fan Zheng under the relevant loan agreement. 2.2Chezhiying acknowledges and agrees to the said transfer of rights and obligations. 2.3Chezhiying, Lu Min and Lei Haiyun agree to novate the relevant loan agreements, so as to define Chezhiying’s claims against Lu Min and LeiHaiyun and relevant rights and obligations.Clause 3 Offset of Debts 3.1Pursuant to the provisions of the Equity Interest Purchase Agreement, Lu Min shall pay to Qin Zhi the equity interest sale price of RMB 5,000,000;Lei Haiyun shall pay to Fan Zheng the equity interest sale price of RMB 5,000,000. No equity interest sale price have been paid.3.2It is acknowledged and agreed by Qin Zhi that, the debt owed by Qin Zhi to Lu Min hereunder shall be offset against the equity interest sale pricepayable by Lu Min to Qin Zhi under the Equity Interest Purchase Agreement. It is acknowledged and agreed by Fan Zheng that, the debt owed by FanZheng to Lei Haiyun hereunder shall be offset against the equity interest sale price payable by Lei Haiyun to Fan Zheng under the Equity InterestPurchase Agreement. 3.3After the said offset of debts, there are no debts between Qin Zhi and Lu Min, and between Fan Zheng and Lei Haiyun. 3.4It is acknowledged by the Parties, the equity interest sale prices under the Equity Interest Purchase Agreement shall be the amounts net of tax. Anytaxes or levies (if any) imposed with respect to the equity interest sale shall be borne by Chezhiying, instead of the sellers of the equity interests.Chezhiying shall be responsible for communicating with the competent taxation authorities and paying the relevant taxes as required by taxationauthorities, and shall assist the sellers of equity interests to obtain the receipts of tax payment.Clause 4 Liabilities for Breach of ContractIf any party fails to perform or materially breaches any provisions contained herein, it shall indemnify the non-breaching parties for any losses causedthereby, and, except as otherwise agreed in this Agreement, the non-breaching parties may terminate this Agreement and claim against the breaching party.Clause 5 Dispute ResolutionThis Agreement shall be governed by and construed in accordance with the applicable laws of the People’s Republic of China.Any dispute arising out of or in connection with this Agreement shall be resolved by the Parties through amicable consultation, failing which, a lawsuit maybe brought with the competent court having jurisdiction.Clause 6 Miscellaneous 6.1This Agreement shall be executed in six originals, of which each party and the Target Company shall keep one respectively. 6.2This Agreement shall become effective immediately after it is sealed (in case of a corporate body) or signed (in case of a natural person) by each party.(The remainder of this page is intentionally left blank)Beijing Chezhiying Technology Co., Ltd. (seal): Qin Zhi (signature): Fan Zheng (signature): /s/ Qin Zhi /s/ Fan Zheng Lu Min (signature): Lei Haiyun (signature): /s/ Lu Min /s/ Lei Haiyun Date: September 30, 2016Exhibit 4.13 Exclusive Technical Consulting andServices Agreement betweenBeijing Autohome Information Technology Co., Ltd.andBeijing Cheerbright Technologies Co., Ltd.March 25, 2017TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4 3. SERVICE FEE AND PAYMENT 5 4. REPRESENTATIONS AND WARRANTIES 5 5. CONFIDENTIALITY 6 6. BREACH 7 7. FORCE MAJEURE 7 8. EFFECTIVE DATE AND TERM 9 9. TERMINATION 9 10. MISCELLANEOUS 10 EXHIBIT: I. SCOPE OF SERVICES II. CALCULATION AND PAYMENT OF THE SERVICE FEE Exclusive Technical Consulting and Services Agreement - 2 -THIS EXCLUSIVE TECHNICAL CONSLUTING AND SERVICES AGREEMENT (Agreement) is entered into on March 25, 2017 (Execution Date) inBeijing, the People’s Republic of China (PRC).between (1)Beijing Autohome Information Technology Co., Ltd., with its registered address at 1011-1015,F/10, Tower B, No. 3, Danling Street, HaidianDistrict, Beijing 100080, China (Party A);and (2)Beijing Cheerbright Technologies Co., Ltd., with its registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080,China (Party B).Recitals A.Party A is a domestic company duly incorporated and validly existing under the laws of the PRC, and is an operating vehicle of the website(www.autohome.com.cn), Party A wishes to develop its technology, improve its management and increase and enhance its market position. B.Party B is a wholly foreign owned enterprise duly incorporated and validly existing under the laws of the PRC, which holds the resources andqualifications for technical and consulting services. Party B is engaged in research and development relating to networks and has expertise inproviding technical training and consulting services. Exclusive Technical Consulting and Services Agreement - 3 -NOW, THEREFORE, the parties agree as follows: 1.APPOINTMENT AND PROVISION OF SERVICES 1.1Scope of Services. Party A hereby appoints Party B to provide Party A with the Services detailed in the Exhibit I (Services). 1.2Provision of Services. The Parties agree that Party B shall provide the Services to Party A on an exclusive basis, for the duration of theterm of this Agreement and at standards commonly accepted in the market. 1.3Financial Support. To ensure that the cash flow requirements of Party A’s ordinary operations are met and/or to set off any loss accruedduring such operations, Party B is obligated, only to the extent permissible under PRC law, to provide financing support for Party A,whether or not Party A actually incurs any such operational loss. Party B’s financing support for Party A may take the form of bankentrusted loans or borrowings. Contracts for any such entrusted loans or borrowings shall be executed separately. Party B will not requestrepayment if Party A is unable to do so. 2.INTELLECTUAL PROPERTY RIGHTSThe Parties agree that the intellectual property rights created by Party B in the course of performing this Agreement (including without limitationany copyrights, trademarks or logos registered or not, patents and proprietary technology), shall belong to Party B. Exclusive Technical Consulting and Services Agreement - 4 -3.SERVICE FEE AND PAYMENT 3.1Service Fee. The Parties agree that the Service Fee under this Agreement shall be determined according to the Exhibit II. 3.2Payment Method. Party B shall, within the first 5 days of each month, provide Party A with written statement of the service fee spentproviding the Services during the previous month. Party A shall confirm to Party B in writing within 3 business days of receipt that theservice fee is correct. If Party A fails to provide such confirmation on time, Party A shall be deemed to have confirmed Party B’sstatement. Party A shall pay the service fee to Party B’s designated account within 10 days after confirming the service fee provided inParty B’s statement. 4.REPRESENTATIONS AND WARRANTIESEach party represents and warrants to the other that, as of the date of signing hereof: 4.1it has full power and authority as an independent legal person to execute and deliver this Agreement and to carry out its responsibilitiesand obligations hereunder; 4.2its execution and performance of this Agreement will not result in a breach of any law, regulation, authorization or agreement to which itis subject. Exclusive Technical Consulting and Services Agreement - 5 -5.CONFIDENTIALITY 5.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all information relating to or arisen from thisAgreement, or made available under this Agreement to a party or any associate thereof (Confidential Information). Without the priorwritten consent of the other party, no party shall disclose any Confidential Information to any third party unless the disclosure is requiredby law or by enforceable orders of the court or related government departments. Under such circumstances, the party required to disclosethe Confidential Information shall notify the other party immediately, take all possible measures to minimize the disclosure, and notifythe persons to whom information is being disclosed of the confidentiality obligation. Notwithstanding anything to the contrary above,Party A shall have the full right to disclose any Confidential Information to its shareholders, affiliates or professional advisors. 5.2Obligations upon Termination. Upon termination of this Agreement, either party shall, at the request of the other party, return anydocument, material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, suchdocument, material, database, equipment, or software cannot be returned, either party shall destroy all the Confidential Informationbelonging to the other party and delete such Confidential Information from any memory devices. No party shall be permitted to continueusing the Confidential Information in any way after the termination of this Agreement. Exclusive Technical Consulting and Services Agreement - 6 - 5.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive thetermination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of thisAgreement by any party. 6.BREACH 6.1Written Notice. If a party breaches any of its respective representations, warranties or obligations under this Agreement, thenon-breaching party may send a written notice to the breaching party demanding rectification within 10 days. 6.2Compensation. The breaching party shall be liable to compensate the non-breaching party for any losses it has sustained as a result ofthe breach, including loss of profits. 7.FORCE MAJEURE 7.1Definition. The term Force Majeure refers to any unforeseeable (or if foreseeable, reasonably unavoidable), event beyond the reasonablecontrol of any party which prevents the performance of this Agreement, including without limitation acts of government, acts of nature,fire, explosion, typhoon, flood, earthquake, tide, lightning and war, but excluding any shortage of credit. Exclusive Technical Consulting and Services Agreement - 7 - 7.2Exemption. Where either party fails to perform this Agreement in full or in part due to Force Majeure, such party shall be exempted fromits responsibilities hereunder, to the extent of the Force Majeure in question and except where PRC law provides otherwise. For theavoidance of doubt, a party shall not be excused from performing its obligations hereunder where Force Majeure occurs following thedelay by that party to perform this Agreement. 7.3Notice. Should either party be unable to perform this Agreement as a result of Force Majeure, it shall inform the other party, as soon aspossible following the occurrence of such Force Majeure, of the situation and the reason(s) for non-performance, so as to minimize anylosses incurred by the other party as a consequence thereof. Furthermore, within a reasonable time after notice of Force Majeure has beengiven, the party encountering Force Majeure shall provide to the other party a legal certificate issued by a public notary (or otherappropriate organization) of the place wherein the Force Majeure occurred, in witness of the same. 7.4Mitigation. The party affected by Force Majeure may suspend the performance of its obligations under this Agreement until anydisruption resulting from the Force Majeure has been resolved. However, such party shall make every effort to eliminate any obstaclesresulting from the Force Majeure, thereby minimizing to the greatest extent possible the adverse effects of such, as well as any resultinglosses. Exclusive Technical Consulting and Services Agreement - 8 -8.EFFECTIVE DATE AND TERM 8.1Term. This Agreement shall enter into effect as of the date first indicated above and shall continue for a period of 30 years unless it isextended according to Article 8.2 or terminated early according to Article 9. 8.2Extension. This Agreement shall be automatically extended for another ten (10) years except Party B gives its written notice terminatingthis Agreement three (3) months before the expiration of this Agreement. 9.TERMINATION 9.1Early Termination. This Agreement may be terminated early in the following situations: 9.1.1with the mutual written consent of the parties following consultation; 9.1.2in case of a Force Majeure event prevailing for 30 days or longer, the Parties shall discuss whether performance under thisAgreement shall be partially exempted or postponed according to the degree by which such performance is affected by theForce Majeure event; or 9.1.3by Party B with 30 days’ prior written notice to Party A at any time. Exclusive Technical Consulting and Services Agreement - 9 - 9.2Survival of Obligations. The expiry or early termination of this Agreement for any reason whatsoever shall not affect the paymentobligations of the parties hereunder, the respective liability of the parties for damages or the confidentiality obligations of the parties. 10.MISCELLANEOUS 10.1Notices and Delivery. All notices and communications between the parties shall be written in English and delivered in person (includingcourier service), by facsimile transmission or by registered mail to the appropriate addresses set forth below: Party AAddress : Room 1011-1015, F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86-10-59857002Fax : 86-10-59857387Attn : Lu Min Party BAddress : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86-10-59857001Fax : 86-10-59857387Attn : Lu Min Exclusive Technical Consulting and Services Agreement - 10 - 10.2Timing. The time of receipt of the notice or communication shall be deemed to be: 10.2.1if in person (including courier), at the time of signing of a receipt by the receiving party or a duly authorized person at thereceiving party’s address; 10.2.2if by facsimile transmission, at the time displayed in the corresponding transmission record, unless such facsimile is sent after5:00 p.m. or on a non-business day in the place of receipt, in which case the date of receipt shall be deemed to be the followingbusiness day; or 10.2.3if by registered mail, on the 10th day after the date of the receipt of the registered mail. 10.3No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of either party to exercise any right,authority or privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shallany single or partial exercise of any right, authority or privilege preclude any other future exercise thereof. 10.4Severability. The provisions of this Agreement are severable from each other. The invalidity of any provision of this Agreement shall notaffect the validity or enforceability of any other provision of this Agreement. Exclusive Technical Consulting and Services Agreement - 11 - 10.5Successors. This Agreement shall be valid and binding upon the parties and upon their respective successors and assigns (if any). 10.6Assignment. Party A shall not assign its rights or obligations under this Agreement to any third party without the prior written consent ofParty B. Party B may transfer its rights or obligations under this Agreement to any third party without the consent of Party A, but shallinform Party A of the above assignment. 10.7Governing Law. The execution, validity, interpretation and implementation of this Agreement and the settlement of disputes hereundershall be governed by PRC law. 10.8Arbitration. 10.8.1If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolve such disputethrough friendly consultation or mediation. 10.8.2If the dispute cannot be resolved in the above manner within 30 days after the commencement of the consultation or mediation,either party may submit the dispute to arbitration as follows: 10.8.2.1all disputes arising out of or in connection with this Agreement shall be submitted to the China InternationalEconomic and Trade Arbitration Commission for arbitration in accordance with the Commission’s then-currentrules; and Exclusive Technical Consulting and Services Agreement - 12 - 10.8.2.2the arbitration shall be held in Beijing and conducted in the English language, with the arbitral award being finaland binding upon the parties. 10.8.3When any dispute is submitted to arbitration, the parties shall continue to perform their obligations under this Agreement. 10.9Entire Agreement. This Agreement and its Exhibits shall constitute the entire agreement between the parties in respect of the subjectmatter hereof and shall supersede any previous discussions, negotiations and agreements, including without limitation, the OriginalAgreement. 10.10Amendments. Without the prior written consent of Party B, Party A shall not amend this Agreement. If required by law, the parties shallobtain all requisite approvals from the relevant authorities to give effect to the amendment. 10.11Language and Copies.This Agreement is prepared in both English and Chinese. This Agreement shall be executed in 2 originals, with 1 original copy for eachparty. Chinese articles shall prevail over English articles in case of any inconsistency.[The space below is intentionally left blank.] Exclusive Technical Consulting and Services Agreement - 13 -IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their duly authorized representatives on the date first indicatedabove.Party A: Beijing Autohome Information Technology Co., Ltd. /s/ Lu MinName: Lu MinTitle: Legal RepresentativeCompany Seal: (seal)Party B: Beijing Cheerbright Technologies Co., Ltd. /s/ Lu MinName: Lu MinTitle: Legal RepresentativeCompany seal: (seal) Exclusive Technical Consulting and Services Agreement Exhibit IScope of Services 1.Technical Services. Party B will provide technical services and training to Party A, taking advantage of Party B’s advanced network, website andmultimedia technologies to improve Party A’s system integration. Such technical services shall include: (a)administering, managing and maintaining Party A’s information application system and website system infrastructure; (b)providing system optimization plans and implementing optimization features; (c)assuring the security and reliability of the website application systems; (d)procuring, installing and supporting the relevant products produced by Party B, and providing training in the use of those products; (e)managing and maintaining all network and providing technologies to assure the reliability and efficiency thereof; (f)providing information technology services and assuring the reliable operation of the information infrastructure. 2.Marketing and Management Consulting. For the purposes of expanding Party A’s market share, popularizing its products and creating an efficientinternal operations, Party B will provide consulting services regarding marketing and management, which shall include: (a)providing strategic co-operation proposals and recommending relevant partners to Party A, and assisting Party A to establish anddevelop cooperative relationships with such partners with respect to advertising; Exclusive Technical Consulting and Services Agreement  (b)providing Party A with market development strategies, including but not limited to the design and improvement of Party A’s products,services and business model as well as strategic on its market position and brand-building; and (c)training management personnel and providing management consultation services, including but not limited to regular business trainingfor Party A’s management personnel and formulating realistic and effective solutions to existing problems in Party A’s businessoperations. Exclusive Technical Consulting and Services Agreement Exhibit IICalculation and Payment of the Service FeeDURING THE TERM OF THIS AGREEMENT, THE SERVICE FEE PAYABLE BY PARTY A TO PARTY B FOR SERVICES RENDERED ACCORDING TO EXHIBIT ISHALL BE A FEE IN RMB DETERMINED BY THE FOLLOWING FORMULA:SERVICE FEE PAYABLE = PARTY A’S REVENUE – TURNOVER TAXES – PARTY A’S TOTAL COSTS – PROFIT TO BE RETAINED BY PARTY A;Where: • Party A’s Revenue is revenue received by Party A from third parties in the course of its ordinary business; • Turnover Taxes include, but are not limited to, business tax (if applicable), value-added tax, urban maintenance and construction tax and educationsurcharges; • Party A’s Total Costs include all costs and expenses, such as costs of goods sold and operating costs incurred by Party A for carrying out the business;and • Profit to be retained by Party A shall be determined by a reputable certified public accountant designated by Party B.During the term of this Agreement, Party B shall have the right to adjust the above Fees at its sole discretion without the consent of Party A. Exclusive Technical Consulting and Services Agreement Exhibit 4.14 Exclusive Technical Consulting andServices Agreement betweenShanghai You Che You Jia Advertising Co., Ltd.andBeijing Cheerbright Technologies Co., Ltd.March 2017TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4 3. SERVICE FEE AND PAYMENT 5 4. REPRESENTATIONS AND WARRANTIES 5 5. CONFIDENTIALITY 6 6. BREACH 7 7. FORCE MAJEURE 7 8. EFFECTIVE DATE AND TERM 9 9. TERMINATION 9 10. MISCELLANEOUS 10 EXHIBIT: I. SCOPE OF SERVICES II. CALCULATION AND PAYMENT OF THE SERVICE FEE Exclusive Technical Consulting and Services Agreement - 2 -THIS EXCLUSIVE TECHNICAL CONSLUTING AND SERVICES AGREEMENT (Agreement) is entered into on March 25, 2017 (Execution Date) inBeijing, the People’s Republic of China (PRC).between (1)Shanghai You Che You Jia Advertising Co., Ltd., a company duly organized and existing under the PRC laws with its legal address at Room 3031,District A, Unit H, No.55 Huiyuan Road, Jiading Industry District, Shanghai, China (Party A);and (2)Beijing Cheerbright Technologies Co., Ltd., with its registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080,China (Party B).Recitals A.Party A is a domestic company duly incorporated and validly existing under the laws of the PRC, which engages in the business of advertisingagency. Party A wishes to develop its technology, improve its management and increase and enhance its market position. B.Party B is a wholly foreign owned enterprise duly incorporated and validly existing under the laws of the PRC, which holds the resources andqualifications for technical and consulting services. Party B is engaged in research and development relating to networks and has expertise inproviding technical training and consulting services. Exclusive Technical Consulting and Services Agreement - 3 -NOW, THEREFORE, the parties agree as follows: 1.APPOINTMENT AND PROVISION OF SERVICES 1.1Scope of Services. Party A hereby appoints Party B to provide Party A with the Services detailed in the Exhibit I (Services). 1.2Provision of Services. The Parties agree that Party B shall provide the Services to Party A on an exclusive basis, for the duration of the term ofthis Agreement and at standards commonly accepted in the market. 1.3Financial Support. To ensure that the cash flow requirements of Party A’s ordinary operations are met and/or to set off any loss accruedduring such operations, Party B is obligated, only to the extent permissible under PRC law, to provide financing support for Party A, whetheror not Party A actually incurs any such operational loss. Party B’s financing support for Party A may take the form of bank entrusted loans orborrowings. Contracts for any such entrusted loans or borrowings shall be executed separately. Party B will not request repayment if Party A isunable to do so. 2.INTELLECTUAL PROPERTY RIGHTSThe Parties agree that the intellectual property rights created by Party B in the course of performing this Agreement (including without limitation anycopyrights, trademarks or logos registered or not, patents and proprietary technology), shall belong to Party B. Exclusive Technical Consulting and Services Agreement - 4 -3.SERVICE FEE AND PAYMENT 3.1Service Fee. The Parties agree that the Service Fee under this Agreement shall be determined according to the Exhibit II. 3.2Payment Method. Party B shall, within the first 5 days of each month, provide Party A with written statement of the service fee spentproviding the Services during the previous month. Party A shall confirm to Party B in writing within 3 business days of receipt that theservice fee is correct. If Party A fails to provide such confirmation on time, Party A shall be deemed to have confirmed Party B’sstatement. Party A shall pay the service fee to Party B’s designated account within 10 days after confirming the service fee provided inParty B’s statement. 4.REPRESENTATIONS AND WARRANTIESEach party represents and warrants to the other that, as of the date of signing hereof: 4.1it has full power and authority as an independent legal person to execute and deliver this Agreement and to carry out its responsibilitiesand obligations hereunder; 4.2its execution and performance of this Agreement will not result in a breach of any law, regulation, authorization or agreement to which itis subject. Exclusive Technical Consulting and Services Agreement - 5 -5.CONFIDENTIALITY 5.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all information relating to or arisen from thisAgreement, or made available under this Agreement to a party or any associate thereof (Confidential Information). Without the priorwritten consent of the other party, no party shall disclose any Confidential Information to any third party unless the disclosure is requiredby law or by enforceable orders of the court or related government departments. Under such circumstances, the party required to disclosethe Confidential Information shall notify the other party immediately, take all possible measures to minimize the disclosure, and notifythe persons to whom information is being disclosed of the confidentiality obligation. Notwithstanding anything to the contrary above,Party A shall have the full right to disclose any Confidential Information to its shareholders, affiliates or professional advisors. 5.2Obligations upon Termination. Upon termination of this Agreement, either party shall, at the request of the other party, return anydocument, material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, suchdocument, material, database, equipment, or software cannot be returned, either party shall destroy all the Confidential Informationbelonging to the other party and delete such Confidential Information from any memory devices. No party shall be permitted to continueusing the Confidential Information in any way after the termination of this Agreement. Exclusive Technical Consulting and Services Agreement - 6 - 5.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive thetermination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of thisAgreement by any party. 6.BREACH 6.1Written Notice. If a party breaches any of its respective representations, warranties or obligations under this Agreement, thenon-breaching party may send a written notice to the breaching party demanding rectification within 10 days. 6.2Compensation. The breaching party shall be liable to compensate the non-breaching party for any losses it has sustained as a result ofthe breach, including loss of profits. 7.FORCE MAJEURE 7.1Definition. The term Force Majeure refers to any unforeseeable (or if foreseeable, reasonably unavoidable), event beyond the reasonablecontrol of any party which prevents the performance of this Agreement, including without limitation acts of government, acts of nature,fire, explosion, typhoon, flood, earthquake, tide, lightning and war, but excluding any shortage of credit. Exclusive Technical Consulting and Services Agreement - 7 - 7.2Exemption. Where either party fails to perform this Agreement in full or in part due to Force Majeure, such party shall be exempted fromits responsibilities hereunder, to the extent of the Force Majeure in question and except where PRC law provides otherwise. For theavoidance of doubt, a party shall not be excused from performing its obligations hereunder where Force Majeure occurs following thedelay by that party to perform this Agreement. 7.3Notice. Should either party be unable to perform this Agreement as a result of Force Majeure, it shall inform the other party, as soon aspossible following the occurrence of such Force Majeure, of the situation and the reason(s) for non-performance, so as to minimize anylosses incurred by the other party as a consequence thereof. Furthermore, within a reasonable time after notice of Force Majeure has beengiven, the party encountering Force Majeure shall provide to the other party a legal certificate issued by a public notary (or otherappropriate organization) of the place wherein the Force Majeure occurred, in witness of the same. 7.4Mitigation. The party affected by Force Majeure may suspend the performance of its obligations under this Agreement until anydisruption resulting from the Force Majeure has been resolved. However, such party shall make every effort to eliminate any obstaclesresulting from the Force Majeure, thereby minimizing to the greatest extent possible the adverse effects of such, as well as any resultinglosses. Exclusive Technical Consulting and Services Agreement - 8 -8.EFFECTIVE DATE AND TERM 8.1Term. This Agreement shall enter into effect as of the date first indicated above and shall continue for a period of 30 years unless it isextended according to Article 8.2 or terminated early according to Article 9. 8.2Extension. This Agreement shall be automatically extended for another ten (10) years except Party B gives its written notice terminatingthis Agreement three (3) months before the expiration of this Agreement. 9.TERMINATION 9.1Early Termination. This Agreement may be terminated early in the following situations: 9.1.1with the mutual written consent of the parties following consultation; 9.1.2in case of a Force Majeure event prevailing for 30 days or longer, the Parties shall discuss whether performance under thisAgreement shall be partially exempted or postponed according to the degree by which such performance is affected by theForce Majeure event; or 9.1.3by Party B with 30 days’ prior written notice to Party A at any time. Exclusive Technical Consulting and Services Agreement - 9 - 9.2Survival of Obligations. The expiry or early termination of this Agreement for any reason whatsoever shall not affect the paymentobligations of the parties hereunder, the respective liability of the parties for damages or the confidentiality obligations of the parties. 10.MISCELLANEOUS 10.1Notices and Delivery. All notices and communications between the parties shall be written in English and delivered in person (includingcourier service), by facsimile transmission or by registered mail to the appropriate addresses set forth below: Party A Address : Room 3031, District A, Unit H, No.55 HuiyuanRoad, Jiading Industry District, Shanghai, ChinaTel : 86-021-32791725Attn : Lu MinParty B Address : 1010, Tower B, No. 3, Danling Street, HaidianDistrict, Beijing 100080, ChinaTel : 86-10-59857001Fax : 86-10-59857387Attn : Lu Min Exclusive Technical Consulting and Services Agreement - 10 - 10.2Timing. The time of receipt of the notice or communication shall be deemed to be: 10.2.1if in person (including courier), at the time of signing of a receipt by the receiving party or a duly authorized person at thereceiving party’s address; 10.2.2if by facsimile transmission, at the time displayed in the corresponding transmission record, unless such facsimile is sent after5:00 p.m. or on a non-business day in the place of receipt, in which case the date of receipt shall be deemed to be the followingbusiness day; or 10.2.3if by registered mail, on the 10th day after the date of the receipt of the registered mail. 10.3No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of either party to exercise any right,authority or privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shallany single or partial exercise of any right, authority or privilege preclude any other future exercise thereof. 10.4Severability. The provisions of this Agreement are severable from each other. The invalidity of any provision of this Agreement shall notaffect the validity or enforceability of any other provision of this Agreement. Exclusive Technical Consulting and Services Agreement - 11 - 10.5Successors. This Agreement shall be valid and binding upon the parties and upon their respective successors and assigns (if any). 10.6Assignment. Party A shall not assign its rights or obligations under this Agreement to any third party without the prior written consent ofParty B. Party B may transfer its rights or obligations under this Agreement to any third party without the consent of Party A, but shallinform Party A of the above assignment. 10.7Governing Law. The execution, validity, interpretation and implementation of this Agreement and the settlement of disputes hereundershall be governed by PRC law. 10.8Arbitration. 10.8.1If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolve such disputethrough friendly consultation or mediation. 10.8.2If the dispute cannot be resolved in the above manner within 30 days after the commencement of the consultation or mediation,either party may submit the dispute to arbitration as follows: 10.8.2.1all disputes arising out of or in connection with this Agreement shall be submitted to the China InternationalEconomic and Trade Arbitration Commission for arbitration in accordance with the Commission’s then-currentrules; and Exclusive Technical Consulting and Services Agreement - 12 - 10.8.2.2the arbitration shall be held in Beijing and conducted in the English language, with the arbitral award being finaland binding upon the parties. 10.8.3When any dispute is submitted to arbitration, the parties shall continue to perform their obligations under this Agreement. 10.9Entire Agreement. This Agreement and its Exhibits shall constitute the entire agreement between the parties in respect of the subjectmatter hereof and shall supersede any previous discussions, negotiations and agreements, including without limitation, the OriginalAgreement. 10.10Amendments. Without the prior written consent of Party B, Party A shall not amend this Agreement. If required by law, the parties shallobtain all requisite approvals from the relevant authorities to give effect to the amendment. 10.11Language and Copies.This Agreement is prepared in both English and Chinese, and both language versions have the same legal effect. This Agreement shall beexecuted in 2 originals, with 1 original copy for each party. Chinese articles shall prevail over English articles in case of anyinconsistency.[The space below is intentionally left blank.] Exclusive Technical Consulting and Services Agreement - 13 -IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their duly authorized representatives on the date first indicatedabove.Party A: Shanghai You Che You Jia Advertising Co., Ltd./s/ Lu MinName: Lu MinTitle: Legal RepresentativeCompany Seal: (seal)Party B: Beijing Cheerbright Technologies Co., Ltd./s/ Lu MinName: Lu MinTitle: Legal RepresentativeCompany Seal: (seal) Exclusive Technical Consulting and Services Agreement Exhibit IScope of Services 1.Technical Services. Party B will provide technical services and training to Party A, taking advantage of Party B’s advanced network, website andmultimedia technologies to improve Party A’s system integration. Such technical services shall include: (a)administering, managing and maintaining Party A’s information application system and website system infrastructure; (b)providing system optimization plans and implementing optimization features; (c)assuring the security and reliability of the website application systems; (d)procuring, installing and supporting the relevant products produced by Party B, and providing training in the use of those products; (e)managing and maintaining all network and providing technologies to assure the reliability and efficiency thereof; (f)providing information technology services and assuring the reliable operation of the information infrastructure. 2.Marketing and Management Consulting. For the purposes of expanding Party A’s market share, popularizing its products and creating an efficientinternal operations, Party B will provide consulting services regarding marketing and management, which shall include: (a)providing strategic co-operation proposals and recommending relevant partners to Party A, and assisting Party A to establish anddevelop cooperative relationships with such partners with respect to advertising; Exclusive Technical Consulting and Services Agreement  (b)providing Party A with market development strategies, including but not limited to the design and improvement of Party A’s products,services and business model as well as strategic on its market position and brand-building; and (c)training management personnel and providing management consultation services, including but not limited to regular business trainingfor Party A’s management personnel and formulating realistic and effective solutions to existing problems in Party A’s businessoperations. Exclusive Technical Consulting and Services Agreement Exhibit IICalculation and Payment of the Service FeeDURING THE TERM OF THIS AGREEMENT, THE SERVICE FEE PAYABLE BY PARTY A TO PARTY B FOR SERVICES RENDERED ACCORDING TO EXHIBIT ISHALL BE A FEE IN RMB DETERMINED BY THE FOLLOWING FORMULA:SERVICE FEE PAYABLE = PARTY A’S REVENUE – TURNOVER TAXES – PARTY A’S TOTAL COSTS – PROFIT TO BE RETAINED BY PARTY A;Where: • Party A’s Revenue is revenue received by Party A from third parties in the course of its ordinary business; • Turnover Taxes include, but are not limited to, business tax (if applicable), value-added tax, urban maintenance and construction tax and educationsurcharges; • Party A’s Total Costs include all costs and expenses, such as costs of goods sold and operating costs incurred by Party A for carrying out the business;and • Profit to be retained by Party A shall be determined by a reputable certified public accountant designated by Party B.During the term of this Agreement, Party B shall have the right to adjust the above Fees at its sole discretion without the consent of Party A. Exclusive Technical Consulting and Services Agreement Exhibit 4.15 Exclusive Technical Consulting andServices Agreement betweenGuangzhou You Che You Jia Advertising Co., Ltd.andBeijing Cheerbright Technologies Co., Ltd.September 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4 3. SERVICE FEE AND PAYMENT 5 4. REPRESENTATIONS AND WARRANTIES 5 5. CONFIDENTIALITY 6 6. BREACH 7 7. FORCE MAJEURE 7 8. EFFECTIVE DATE AND TERM 9 9. TERMINATION 9 10. MISCELLANEOUS 10 EXHIBIT: I. SCOPE OF SERVICES II. CALCULATION AND PAYMENT OF THE SERVICE FEE Exclusive Technical Consulting and Services Agreement - 2 -THIS EXCLUSIVE TECHNICAL CONSLUTING AND SERVICES AGREEMENT (Agreement) is entered into on September 30, 2016 (Execution Date)in Beijing, the People’s Republic of China (PRC).between (1)Guangzhou You Che You Jia Advertising Co., Ltd., a company duly organized and existing under the PRC laws with its legal address at Unit 05,Room 3101, No.85 Huacheng Avenue, Tianhe District, Guangzhou, China (Party A);and (2)Beijing Cheerbright Technologies Co., Ltd., with its registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080,China (Party B).Recitals A.Party A is a domestic company duly incorporated and validly existing under the laws of the PRC, which engages in the business of advertisingagency. Party A wishes to develop its technology, improve its management and increase and enhance its market position. B.Party B is a wholly foreign owned enterprise duly incorporated and validly existing under the laws of the PRC, which holds the resources andqualifications for technical and consulting services. Party B is engaged in research and development relating to networks and has expertise inproviding technical training and consulting services. Exclusive Technical Consulting and Services Agreement - 3 -NOW, THEREFORE, the parties agree as follows: 1.APPOINTMENT AND PROVISION OF SERVICES 1.1Scope of Services. Party A hereby appoints Party B to provide Party A with the Services detailed in the Exhibit I (Services). 1.2Provision of Services. The Parties agree that Party B shall provide the Services to Party A on an exclusive basis, for the duration of theterm of this Agreement and at standards commonly accepted in the market. 1.3Financial Support. To ensure that the cash flow requirements of Party A’s ordinary operations are met and/or to set off any loss accruedduring such operations, Party B is obligated, only to the extent permissible under PRC law, to provide financing support for Party A,whether or not Party A actually incurs any such operational loss. Party B’s financing support for Party A may take the form of bankentrusted loans or borrowings. Contracts for any such entrusted loans or borrowings shall be executed separately. Party B will not requestrepayment if Party A is unable to do so. 2.INTELLECTUAL PROPERTY RIGHTSThe Parties agree that the intellectual property rights created by Party B in the course of performing this Agreement (including without limitationany copyrights, trademarks or logos registered or not, patents and proprietary technology), shall belong to Party B. Exclusive Technical Consulting and Services Agreement - 4 -3.SERVICE FEE AND PAYMENT 3.1Service Fee. The Parties agree that the Service Fee under this Agreement shall be determined according to the Exhibit II. 3.2Payment Method. Party B shall, within the first 5 days of each month, provide Party A with written statement of the service fee spentproviding the Services during the previous month. Party A shall confirm to Party B in writing within 3 business days of receipt that theservice fee is correct. If Party A fails to provide such confirmation on time, Party A shall be deemed to have confirmed Party B’sstatement. Party A shall pay the service fee to Party B’s designated account within 10 days after confirming the service fee provided inParty B’s statement. 4.REPRESENTATIONS AND WARRANTIESEach party represents and warrants to the other that, as of the date of signing hereof: 4.1it has full power and authority as an independent legal person to execute and deliver this Agreement and to carry out its responsibilitiesand obligations hereunder; 4.2its execution and performance of this Agreement will not result in a breach of any law, regulation, authorization or agreement to which itis subject. Exclusive Technical Consulting and Services Agreement - 5 -5.CONFIDENTIALITY 5.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all information relating to or arisen from thisAgreement, or made available under this Agreement to a party or any associate thereof (Confidential Information). Without the priorwritten consent of the other party, no party shall disclose any Confidential Information to any third party unless the disclosure is requiredby law or by enforceable orders of the court or related government departments. Under such circumstances, the party required to disclosethe Confidential Information shall notify the other party immediately, take all possible measures to minimize the disclosure, and notifythe persons to whom information is being disclosed of the confidentiality obligation. Notwithstanding anything to the contrary above,Party A shall have the full right to disclose any Confidential Information to its shareholders, affiliates or professional advisors. 5.2Obligations upon Termination. Upon termination of this Agreement, either party shall, at the request of the other party, return anydocument, material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, suchdocument, material, database, equipment, or software cannot be returned, either party shall destroy all the Confidential Informationbelonging to the other party and delete such Confidential Information from any memory devices. No party shall be permitted to continueusing the Confidential Information in any way after the termination of this Agreement. Exclusive Technical Consulting and Services Agreement - 6 - 5.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive thetermination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of thisAgreement by any party. 6.BREACH 6.1Written Notice. If a party breaches any of its respective representations, warranties or obligations under this Agreement, thenon-breaching party may send a written notice to the breaching party demanding rectification within 10 days. 6.2Compensation. The breaching party shall be liable to compensate the non-breaching party for any losses it has sustained as a result ofthe breach, including loss of profits. 7.FORCE MAJEURE 7.1Definition. The term Force Majeure refers to any unforeseeable (or if foreseeable, reasonably unavoidable), event beyond the reasonablecontrol of any party which prevents the performance of this Agreement, including without limitation acts of government, acts of nature,fire, explosion, typhoon, flood, earthquake, tide, lightning and war, but excluding any shortage of credit. Exclusive Technical Consulting and Services Agreement - 7 - 7.2Exemption. Where either party fails to perform this Agreement in full or in part due to Force Majeure, such party shall be exempted fromits responsibilities hereunder, to the extent of the Force Majeure in question and except where PRC law provides otherwise. For theavoidance of doubt, a party shall not be excused from performing its obligations hereunder where Force Majeure occurs following thedelay by that party to perform this Agreement. 7.3Notice. Should either party be unable to perform this Agreement as a result of Force Majeure, it shall inform the other party, as soon aspossible following the occurrence of such Force Majeure, of the situation and the reason(s) for non-performance, so as to minimize anylosses incurred by the other party as a consequence thereof. Furthermore, within a reasonable time after notice of Force Majeure has beengiven, the party encountering Force Majeure shall provide to the other party a legal certificate issued by a public notary (or otherappropriate organization) of the place wherein the Force Majeure occurred, in witness of the same. 7.4Mitigation. The party affected by Force Majeure may suspend the performance of its obligations under this Agreement until anydisruption resulting from the Force Majeure has been resolved. However, such party shall make every effort to eliminate any obstaclesresulting from the Force Majeure, thereby minimizing to the greatest extent possible the adverse effects of such, as well as any resultinglosses. Exclusive Technical Consulting and Services Agreement - 8 -8.EFFECTIVE DATE AND TERM 8.1Term. This Agreement shall enter into effect as of the date first indicated above and shall continue for a period of 30 years unless it isextended according to Article 8.2 or terminated early according to Article 9. 8.2Extension. This Agreement shall be automatically extended for another ten (10) years except Party B gives its written notice terminating thisAgreement three (3) months before the expiration of this Agreement. 9.TERMINATION 9.1Early Termination. This Agreement may be terminated early in the following situations: 9.1.1with the mutual written consent of the parties following consultation; 9.1.2in case of a Force Majeure event prevailing for 30 days or longer, the Parties shall discuss whether performance under thisAgreement shall be partially exempted or postponed according to the degree by which such performance is affected by theForce Majeure event; or 9.1.3by Party B with 30 days’ prior written notice to Party A at any time. Exclusive Technical Consulting and Services Agreement - 9 - 9.2Survival of Obligations. The expiry or early termination of this Agreement for any reason whatsoever shall not affect the paymentobligations of the parties hereunder, the respective liability of the parties for damages or the confidentiality obligations of the parties. 10.MISCELLANEOUS 10.1Notices and Delivery. All notices and communications between the parties shall be written in English and delivered in person (includingcourier service), by facsimile transmission or by registered mail to the appropriate addresses set forth below: Party AAddress : Unit 05, Room 3101, No.85 Huacheng Avenue, Tianhe District, Guangzhou, China,Tel : 86-020-81166306Attn : Lu MinParty BAddress : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86-10-59857001Fax : 86-10-59857387Attn : Lu Min Exclusive Technical Consulting and Services Agreement - 10 - 10.2Timing. The time of receipt of the notice or communication shall be deemed to be: 10.2.1if in person (including courier), at the time of signing of a receipt by the receiving party or a duly authorized person at thereceiving party’s address; 10.2.2if by facsimile transmission, at the time displayed in the corresponding transmission record, unless such facsimile is sent after5:00 p.m. or on a non-business day in the place of receipt, in which case the date of receipt shall be deemed to be the followingbusiness day; or 10.2.3if by registered mail, on the 10th day after the date of the receipt of the registered mail. 10.3No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of either party to exercise any right,authority or privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shallany single or partial exercise of any right, authority or privilege preclude any other future exercise thereof. 10.4Severability. The provisions of this Agreement are severable from each other. The invalidity of any provision of this Agreement shall notaffect the validity or enforceability of any other provision of this Agreement. Exclusive Technical Consulting and Services Agreement - 11 - 10.5Successors. This Agreement shall be valid and binding upon the parties and upon their respective successors and assigns (if any). 10.6Assignment. Party A shall not assign its rights or obligations under this Agreement to any third party without the prior written consent ofParty B. Party B may transfer its rights or obligations under this Agreement to any third party without the consent of Party A, but shallinform Party A of the above assignment. 10.7Governing Law. The execution, validity, interpretation and implementation of this Agreement and the settlement of disputes hereundershall be governed by PRC law. 10.8Arbitration. 10.8.1If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolve such disputethrough friendly consultation or mediation. 10.8.2If the dispute cannot be resolved in the above manner within 30 days after the commencement of the consultation or mediation,either party may submit the dispute to arbitration as follows: 10.8.2.1all disputes arising out of or in connection with this Agreement shall be submitted to the China InternationalEconomic and Trade Arbitration Commission for arbitration in accordance with the Commission’s then-currentrules; and Exclusive Technical Consulting and Services Agreement - 12 - 10.8.2.2the arbitration shall be held in Beijing and conducted in the English language, with the arbitral award being finaland binding upon the parties. 10.8.3When any dispute is submitted to arbitration, the parties shall continue to perform their obligations under this Agreement. 10.9Entire Agreement. This Agreement and its Exhibits shall constitute the entire agreement between the parties in respect of the subjectmatter hereof and shall supersede any previous discussions, negotiations and agreements, including without limitation, the OriginalAgreement. 10.10Amendments. Without the prior written consent of Party B, Party A shall not amend this Agreement. If required by law, the parties shallobtain all requisite approvals from the relevant authorities to give effect to the amendment. 10.11Language and Copies.This Agreement is prepared in both English and Chinese, and both language versions have the same legal effect. This Agreement shall beexecuted in 2 originals, with 1 original copy for each party. Chinese articles shall prevail over English articles in case of anyinconsistency.[The space below is intentionally left blank.] Exclusive Technical Consulting and Services Agreement - 13 -IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their duly authorized representatives on the date first indicatedabove.Party A: Guangzhou You Che You Jia Advertising Co., Ltd./s/ Lu MinName: Lu MinTitle: Legal RepresentativeCompany Seal: (seal)Party B: Beijing Cheerbright Technologies Co., Ltd./s/ Lu MinName: Lu MinTitle: Legal RepresentativeCompany seal: (seal) Exclusive Technical Consulting and Services Agreement Exhibit IScope of Services 1.Technical Services. Party B will provide technical services and training to Party A, taking advantage of Party B’s advanced network, website andmultimedia technologies to improve Party A’s system integration. Such technical services shall include: (a)administering, managing and maintaining Party A’s information application system and website system infrastructure; (b)providing system optimization plans and implementing optimization features; (c)assuring the security and reliability of the website application systems; (d)procuring, installing and supporting the relevant products produced by Party B, and providing training in the use of those products; (e)managing and maintaining all network and providing technologies to assure the reliability and efficiency thereof; (f)providing information technology services and assuring the reliable operation of the information infrastructure. 2.Marketing and Management Consulting. For the purposes of expanding Party A’s market share, popularizing its products and creating an efficientinternal operations, Party B will provide consulting services regarding marketing and management, which shall include: (a)providing strategic co-operation proposals and recommending relevant partners to Party A, and assisting Party A to establish anddevelop cooperative relationships with such partners with respect to advertising; Exclusive Technical Consulting and Services Agreement  (b)providing Party A with market development strategies, including but not limited to the design and improvement of Party A’s products,services and business model as well as strategic on its market position and brand-building; and (c)training management personnel and providing management consultation services, including but not limited to regular business trainingfor Party A’s management personnel and formulating realistic and effective solutions to existing problems in Party A’s businessoperations. Exclusive Technical Consulting and Services Agreement Exhibit IICalculation and Payment of the Service FeeDURING THE TERM OF THIS AGREEMENT, THE SERVICE FEE PAYABLE BY PARTY A TO PARTY B FOR SERVICES RENDERED ACCORDING TO EXHIBIT ISHALL BE A FEE IN RMB DETERMINED BY THE FOLLOWING FORMULA:SERVICE FEE PAYABLE = PARTY A’S REVENUE – TURNOVER TAXES – PARTY A’S TOTAL COSTS – PROFIT TO BE RETAINED BY PARTY A;Where: • Party A’s Revenue is revenue received by Party A from third parties in the course of its ordinary business; • Turnover Taxes include, but are not limited to, business tax (if applicable), value-added tax, urban maintenance and construction tax and educationsurcharges; • Party A’s Total Costs include all costs and expenses, such as costs of goods sold and operating costs incurred by Party A for carrying out the business;and • Profit to be retained by Party A shall be determined by a reputable certified public accountant designated by Party B.During the term of this Agreement, Party B shall have the right to adjust the above Fees at its sole discretion without the consent of Party A. Exclusive Technical Consulting and Services Agreement Exhibit 4.16 Exclusive Technical Consulting andServices Agreement betweenBeijing Chezhiying Technologies Co., Ltd.andBeijing Shengtuo Hongyuan Information Technology Co., Ltd.September 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4 3. SERVICE FEE AND PAYMENT 5 4. REPRESENTATIONS AND WARRANTIES 5 5. CONFIDENTIALITY 6 6. BREACH 7 7. FORCE MAJEURE 7 8. EFFECTIVE DATE AND TERM 9 9. TERMINATION 9 10. MISCELLANEOUS 10 EXHIBIT: I. SCOPE OF SERVICES II. CALCULATION AND PAYMENT OF THE SERVICE FEE Exclusive Technical Consulting and Services Agreement - 2 -THIS EXCLUSIVE TECHNICAL CONSLUTING AND SERVICES AGREEMENT (Agreement) is entered into on September 30, 2016 (Execution Date)in Beijing, the People’s Republic of China (PRC).between (1)Beijing Shengtuo Hongyuan Information Technology Co., Ltd., with its registered address at Room 1005, F/10, Tower B, No. 3, Danling Street,Haidian District, Beijing 100080, China (Party A);and (2)Beijing Chezhiying Technologies Co., Ltd., a company duly organized and existing under the PRC laws with its legal address at Room 1117, F/11,Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China. (Party B).Recitals A.Party A is a domestic company duly incorporated and validly existing under the laws of the PRC, which engages in the business of advertisingagency. Party A wishes to develop its technology, improve its management and increase and enhance its market position. B.Party B is a wholly foreign owned enterprise duly incorporated and validly existing under the laws of the PRC, which holds the resources andqualifications for technical and consulting services. Party B is engaged in research and development relating to networks and has expertise inproviding technical training and consulting services. Exclusive Technical Consulting and Services Agreement - 3 -NOW, THEREFORE, the parties agree as follows: 1.APPOINTMENT AND PROVISION OF SERVICES 1.1Scope of Services. Party A hereby appoints Party B to provide Party A with the Services detailed in the Exhibit I (Services). 1.2Provision of Services. The Parties agree that Party B shall provide the Services to Party A on an exclusive basis, for the duration of theterm of this Agreement and at standards commonly accepted in the market. 1.3Financial Support. To ensure that the cash flow requirements of Party A’s ordinary operations are met and/or to set off any loss accruedduring such operations, Party B is obligated, only to the extent permissible under PRC law, to provide financing support for Party A,whether or not Party A actually incurs any such operational loss. Party B’s financing support for Party A may take the form of bankentrusted loans or borrowings. Contracts for any such entrusted loans or borrowings shall be executed separately. Party B will not requestrepayment if Party A is unable to do so. 2.INTELLECTUAL PROPERTY RIGHTSThe Parties agree that the intellectual property rights created by Party B in the course of performing this Agreement (including without limitationany copyrights, trademarks or logos registered or not, patents and proprietary technology), shall belong to Party B. Exclusive Technical Consulting and Services Agreement - 4 -3.SERVICE FEE AND PAYMENT 3.1Service Fee. The Parties agree that the Service Fee under this Agreement shall be determined according to the Exhibit II. 3.2Payment Method. Party B shall, within the first 5 days of each month, provide Party A with written statement of the service fee spentproviding the Services during the previous month. Party A shall confirm to Party B in writing within 3 business days of receipt that theservice fee is correct. If Party A fails to provide such confirmation on time, Party A shall be deemed to have confirmed Party B’sstatement. Party A shall pay the service fee to Party B’s designated account within 10 days after confirming the service fee provided inParty B’s statement. 4.REPRESENTATIONS AND WARRANTIESEach party represents and warrants to the other that, as of the date of signing hereof: 4.1it has full power and authority as an independent legal person to execute and deliver this Agreement and to carry out its responsibilitiesand obligations hereunder; 4.2its execution and performance of this Agreement will not result in a breach of any law, regulation, authorization or agreement to which itis subject. Exclusive Technical Consulting and Services Agreement - 5 -5.CONFIDENTIALITY 5.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all information relating to or arisen from thisAgreement, or made available under this Agreement to a party or any associate thereof (Confidential Information). Without the priorwritten consent of the other party, no party shall disclose any Confidential Information to any third party unless the disclosure is requiredby law or by enforceable orders of the court or related government departments. Under such circumstances, the party required to disclosethe Confidential Information shall notify the other party immediately, take all possible measures to minimize the disclosure, and notifythe persons to whom information is being disclosed of the confidentiality obligation. Notwithstanding anything to the contrary above,Party A shall have the full right to disclose any Confidential Information to its shareholders, affiliates or professional advisors. 5.2Obligations upon Termination. Upon termination of this Agreement, either party shall, at the request of the other party, return anydocument, material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, suchdocument, material, database, equipment, or software cannot be returned, either party shall destroy all the Confidential Informationbelonging to the other party and delete such Confidential Information from any memory devices. No party shall be permitted to continueusing the Confidential Information in any way after the termination of this Agreement. Exclusive Technical Consulting and Services Agreement - 6 - 5.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive thetermination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of thisAgreement by any party. 6.BREACH 6.1Written Notice. If a party breaches any of its respective representations, warranties or obligations under this Agreement, thenon-breaching party may send a written notice to the breaching party demanding rectification within 10 days. 6.2Compensation. The breaching party shall be liable to compensate the non-breaching party for any losses it has sustained as a result ofthe breach, including loss of profits. 7.FORCE MAJEURE 7.1Definition. The term Force Majeure refers to any unforeseeable (or if foreseeable, reasonably unavoidable), event beyond the reasonablecontrol of any party which prevents the performance of this Agreement, including without limitation acts of government, acts of nature,fire, explosion, typhoon, flood, earthquake, tide, lightning and war, but excluding any shortage of credit. Exclusive Technical Consulting and Services Agreement - 7 - 7.2Exemption. Where either party fails to perform this Agreement in full or in part due to Force Majeure, such party shall be exempted fromits responsibilities hereunder, to the extent of the Force Majeure in question and except where PRC law provides otherwise. For theavoidance of doubt, a party shall not be excused from performing its obligations hereunder where Force Majeure occurs following thedelay by that party to perform this Agreement. 7.3Notice. Should either party be unable to perform this Agreement as a result of Force Majeure, it shall inform the other party, as soon aspossible following the occurrence of such Force Majeure, of the situation and the reason(s) for non-performance, so as to minimize anylosses incurred by the other party as a consequence thereof. Furthermore, within a reasonable time after notice of Force Majeure has beengiven, the party encountering Force Majeure shall provide to the other party a legal certificate issued by a public notary (or otherappropriate organization) of the place wherein the Force Majeure occurred, in witness of the same. 7.4Mitigation. The party affected by Force Majeure may suspend the performance of its obligations under this Agreement until anydisruption resulting from the Force Majeure has been resolved. However, such party shall make every effort to eliminate any obstaclesresulting from the Force Majeure, thereby minimizing to the greatest extent possible the adverse effects of such, as well as any resultinglosses. Exclusive Technical Consulting and Services Agreement - 8 -8.EFFECTIVE DATE AND TERM 8.1Term. This Agreement shall enter into effect as of the date first indicated above and shall continue for a period of 30 years unless it isextended according to Article 8.2 or terminated early according to Article 9. 8.2Extension. This Agreement shall be automatically extended for another ten (10) years except Party B gives its written notice terminatingthis Agreement three (3) months before the expiration of this Agreement. 9.TERMINATION 9.1Early Termination. This Agreement may be terminated early in the following situations: 9.1.1with the mutual written consent of the parties following consultation; 9.1.2in case of a Force Majeure event prevailing for 30 days or longer, the Parties shall discuss whether performance under thisAgreement shall be partially exempted or postponed according to the degree by which such performance is affected by theForce Majeure event; or 9.1.3by Party B with 30 days’ prior written notice to Party A at any time. Exclusive Technical Consulting and Services Agreement - 9 - 9.2Survival of Obligations. The expiry or early termination of this Agreement for any reason whatsoever shall not affect the paymentobligations of the parties hereunder, the respective liability of the parties for damages or the confidentiality obligations of the parties. 10.MISCELLANEOUS 10.1Notices and Delivery. All notices and communications between the parties shall be written in English and delivered in person (includingcourier service), by facsimile transmission or by registered mail to the appropriate addresses set forth below: Party AAddress : Room 1117, F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing, ChinaTel : 86-10-59857001Fax : 86-10-59857387Attn : Lu MinParty BAddress : Room1005, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86-10-59857002Fax : 86-10- 59857400Attn : Lu Min Exclusive Technical Consulting and Services Agreement - 10 - 10.2Timing. The time of receipt of the notice or communication shall be deemed to be: 10.2.1if in person (including courier), at the time of signing of a receipt by the receiving party or a duly authorized person at thereceiving party’s address; 10.2.2if by facsimile transmission, at the time displayed in the corresponding transmission record, unless such facsimile is sent after5:00 p.m. or on a non-business day in the place of receipt, in which case the date of receipt shall be deemed to be the followingbusiness day; or 10.2.3if by registered mail, on the 10th day after the date of the receipt of the registered mail. 10.3No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of either party to exercise any right,authority or privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shallany single or partial exercise of any right, authority or privilege preclude any other future exercise thereof. 10.4Severability. The provisions of this Agreement are severable from each other. The invalidity of any provision of this Agreement shall notaffect the validity or enforceability of any other provision of this Agreement. Exclusive Technical Consulting and Services Agreement - 11 - 10.5Successors. This Agreement shall be valid and binding upon the parties and upon their respective successors and assigns (if any). 10.6Assignment. Party A shall not assign its rights or obligations under this Agreement to any third party without the prior written consent ofParty B. Party B may transfer its rights or obligations under this Agreement to any third party without the consent of Party A, but shallinform Party A of the above assignment. 10.7Governing Law. The execution, validity, interpretation and implementation of this Agreement and the settlement of disputes hereundershall be governed by PRC law. 10.8Arbitration. 10.8.1If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolve such disputethrough friendly consultation or mediation. 10.8.2If the dispute cannot be resolved in the above manner within 30 days after the commencement of the consultation or mediation,either party may submit the dispute to arbitration as follows: 10.8.2.1all disputes arising out of or in connection with this Agreement shall be submitted to the China InternationalEconomic and Trade Arbitration Commission for arbitration in accordance with the Commission’s then-currentrules; and Exclusive Technical Consulting and Services Agreement - 12 - 10.8.2.2the arbitration shall be held in Beijing and conducted in the English language, with the arbitral award being finaland binding upon the parties. 10.8.3When any dispute is submitted to arbitration, the parties shall continue to perform their obligations under this Agreement. 10.9Entire Agreement. This Agreement and its Exhibits shall constitute the entire agreement between the parties in respect of the subjectmatter hereof and shall supersede any previous discussions, negotiations and agreements, including without limitation, the OriginalAgreement. 10.10Amendments. Without the prior written consent of Party B, Party A shall not amend this Agreement. If required by law, the parties shallobtain all requisite approvals from the relevant authorities to give effect to the amendment. 10.11Language and Copies.This Agreement is prepared in both English and Chinese, and both language versions have the same legal effect. This Agreement shall beexecuted in 2 originals, with 1 original copy for each party. Chinese articles shall prevail over English articles in case of anyinconsistency.[The space below is intentionally left blank.] Exclusive Technical Consulting and Services Agreement - 13 -IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their duly authorized representatives on the date first indicatedabove. Party A: Beijing Chezhiying Technologies Co., Ltd./s/ Lu MinName: Lu MinTitle: Legal RepresentativeCompany Seal: (seal) Party B: Beijing Shengtuo Hongyuan InformationTechnology Co., Ltd./s/ Lu MinName: Lu MinTitle: Legal RepresentativeCompany seal: (seal) Exclusive Technical Consulting and Services Agreement - 14 -Exhibit IScope of Services 1.Technical Services. Party B will provide technical services and training to Party A, taking advantage of Party B’s advanced network, website andmultimedia technologies to improve Party A’s system integration. Such technical services shall include: (a)administering, managing and maintaining Party A’s information application system and website system infrastructure; (b)providing system optimization plans and implementing optimization features; (c)assuring the security and reliability of the website application systems; (d)procuring, installing and supporting the relevant products produced by Party B, and providing training in the use of those products; (e)managing and maintaining all network and providing technologies to assure the reliability and efficiency thereof; (f)providing information technology services and assuring the reliable operation of the information infrastructure. 2.Marketing and Management Consulting. For the purposes of expanding Party A’s market share, popularizing its products and creating an efficientinternal operations, Party B will provide consulting services regarding marketing and management, which shall include: (a)providing strategic co-operation proposals and recommending relevant partners to Party A, and assisting Party A to establish anddevelop cooperative relationships with such partners with respect to advertising; Exclusive Technical Consulting and Services Agreement - 15 - (b)providing Party A with market development strategies, including but not limited to the design and improvement of Party A’s products,services and business model as well as strategic on its market position and brand-building; and (c)training management personnel and providing management consultation services, including but not limited to regular business trainingfor Party A’s management personnel and formulating realistic and effective solutions to existing problems in Party A’s businessoperations. Exclusive Technical Consulting and Services Agreement - 16 -Exhibit IICalculation and Payment of the Service FeeDURING THE TERM OF THIS AGREEMENT, THE SERVICE FEE PAYABLE BY PARTY A TO PARTY B FOR SERVICES RENDERED ACCORDING TO EXHIBIT ISHALL BE A FEE IN RMB DETERMINED BY THE FOLLOWING FORMULA:SERVICE FEE PAYABLE = PARTY A’S REVENUE – TURNOVER TAXES – PARTY A’S TOTAL COSTS – PROFIT TO BE RETAINED BY PARTY A;Where: • Party A’s Revenue is revenue received by Party A from third parties in the course of its ordinary business; • Turnover Taxes include, but are not limited to, business tax (if applicable), value-added tax, urban maintenance and construction tax and educationsurcharges; • Party A’s Total Costs include all costs and expenses, such as costs of goods sold and operating costs incurred by Party A for carrying out the business;and • Profit to be retained by Party A shall be determined by a reputable certified public accountant designated by Party B.During the term of this Agreement, Party B shall have the right to adjust the above Fees at its sole discretion without the consent of Party A. Exclusive Technical Consulting and Services Agreement - 17 -Exhibit 4.17 Exclusive Technical Consulting andServices Agreement betweenBeijing Shengtuo Autohome Advertising Co., Ltd.andBeijing Cheerbright Technologies Co., Ltd.September 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4 3. SERVICE FEE AND PAYMENT 5 4. REPRESENTATIONS AND WARRANTIES 5 5. CONFIDENTIALITY 6 6. BREACH 7 7. FORCE MAJEURE 7 8. EFFECTIVE DATE AND TERM 9 9. TERMINATION 9 10. MISCELLANEOUS 10 EXHIBIT: I. SCOPE OF SERVICES II. CALCULATION AND PAYMENT OF THE SERVICE FEE Exclusive Technical Consulting and Services Agreement - 2 - THIS EXCLUSIVE TECHNICAL CONSLUTING AND SERVICES AGREEMENT (Agreement) is entered into on September 30, 2016 (Execution Date)in Beijing, the People’s Republic of China (PRC).between (1)Beijing Shengtuo Autohome Advertising Co., Ltd., with its registered address at Room 1007-1009 ,F/10, Tower B, No. 3, Danling Street, HaidianDistrict, Beijing 100080, China (Party A);and (2)Beijing Cheerbright Technologies Co., Ltd., with its registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080,China (Party B).Recitals A.Party A is a domestic company duly incorporated and validly existing under the laws of the PRC, which engages in the business of advertising agency.Party A wishes to develop its technology, improve its management and increase and enhance its market position. B.Party B is a wholly foreign owned enterprise duly incorporated and validly existing under the laws of the PRC, which holds the resources andqualifications for technical and consulting services. Party B is engaged in research and development relating to networks and has expertise inproviding technical training and consulting services. Exclusive Technical Consulting and Services Agreement - 3 - NOW, THEREFORE, the parties agree as follows: 1.APPOINTMENT AND PROVISION OF SERVICES 1.1Scope of Services. Party A hereby appoints Party B to provide Party A with the Services detailed in the Exhibit I (Services). 1.2Provision of Services. The Parties agree that Party B shall provide the Services to Party A on an exclusive basis, for the duration of the term ofthis Agreement and at standards commonly accepted in the market. 1.3Financial Support. To ensure that the cash flow requirements of Party A’s ordinary operations are met and/or to set off any loss accrued duringsuch operations, Party B is obligated, only to the extent permissible under PRC law, to provide financing support for Party A, whether or notParty A actually incurs any such operational loss. Party B’s financing support for Party A may take the form of bank entrusted loans orborrowings. Contracts for any such entrusted loans or borrowings shall be executed separately. Party B will not request repayment if Party A isunable to do so. 2.INTELLECTUAL PROPERTY RIGHTSThe Parties agree that the intellectual property rights created by Party B in the course of performing this Agreement (including without limitation anycopyrights, trademarks or logos registered or not, patents and proprietary technology), shall belong to Party B. Exclusive Technical Consulting and Services Agreement - 4 - 3.SERVICE FEE AND PAYMENT 3.1Service Fee. The Parties agree that the Service Fee under this Agreement shall be determined according to the Exhibit II. 3.2Payment Method. Party B shall, within the first 5 days of each month, provide Party A with written statement of the service fee spent providingthe Services during the previous month. Party A shall confirm to Party B in writing within 3 business days of receipt that the service fee iscorrect. If Party A fails to provide such confirmation on time, Party A shall be deemed to have confirmed Party B’s statement. Party A shall paythe service fee to Party B’s designated account within 10 days after confirming the service fee provided in Party B’s statement. 4.REPRESENTATIONS AND WARRANTIESEach party represents and warrants to the other that, as of the date of signing hereof: 4.1it has full power and authority as an independent legal person to execute and deliver this Agreement and to carry out its responsibilities andobligations hereunder; 4.2its execution and performance of this Agreement will not result in a breach of any law, regulation, authorization or agreement to which it issubject. Exclusive Technical Consulting and Services Agreement - 5 - 5.CONFIDENTIALITY 5.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all information relating to or arisen from thisAgreement, or made available under this Agreement to a party or any associate thereof (Confidential Information). Without the prior writtenconsent of the other party, no party shall disclose any Confidential Information to any third party unless the disclosure is required by law or byenforceable orders of the court or related government departments. Under such circumstances, the party required to disclose the ConfidentialInformation shall notify the other party immediately, take all possible measures to minimize the disclosure, and notify the persons to whominformation is being disclosed of the confidentiality obligation. Notwithstanding anything to the contrary above, Party A shall have the fullright to disclose any Confidential Information to its shareholders, affiliates or professional advisors. 5.2Obligations upon Termination. Upon termination of this Agreement, either party shall, at the request of the other party, return any document,material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, such document,material, database, equipment, or software cannot be returned, either party shall destroy all the Confidential Information belonging to the otherparty and delete such Confidential Information from any memory devices. No party shall be permitted to continue using the ConfidentialInformation in any way after the termination of this Agreement. Exclusive Technical Consulting and Services Agreement - 6 -  5.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive thetermination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of this Agreementby any party. 6.BREACH 6.1Written Notice. If a party breaches any of its respective representations, warranties or obligations under this Agreement, the non-breachingparty may send a written notice to the breaching party demanding rectification within 10 days. 6.2Compensation. The breaching party shall be liable to compensate the non-breaching party for any losses it has sustained as a result of thebreach, including loss of profits. 7.FORCE MAJEURE 7.1Definition. The term Force Majeure refers to any unforeseeable (or if foreseeable, reasonably unavoidable), event beyond the reasonable controlof any party which prevents the performance of this Agreement, including without limitation acts of government, acts of nature, fire, explosion,typhoon, flood, earthquake, tide, lightning and war, but excluding any shortage of credit. Exclusive Technical Consulting and Services Agreement - 7 -  7.2Exemption. Where either party fails to perform this Agreement in full or in part due to Force Majeure, such party shall be exempted from itsresponsibilities hereunder, to the extent of the Force Majeure in question and except where PRC law provides otherwise. For the avoidance ofdoubt, a party shall not be excused from performing its obligations hereunder where Force Majeure occurs following the delay by that party toperform this Agreement. 7.3Notice. Should either party be unable to perform this Agreement as a result of Force Majeure, it shall inform the other party, as soon as possiblefollowing the occurrence of such Force Majeure, of the situation and the reason(s) for non-performance, so as to minimize any losses incurredby the other party as a consequence thereof. Furthermore, within a reasonable time after notice of Force Majeure has been given, the partyencountering Force Majeure shall provide to the other party a legal certificate issued by a public notary (or other appropriate organization) ofthe place wherein the Force Majeure occurred, in witness of the same. 7.4Mitigation. The party affected by Force Majeure may suspend the performance of its obligations under this Agreement until any disruptionresulting from the Force Majeure has been resolved. However, such party shall make every effort to eliminate any obstacles resulting from theForce Majeure, thereby minimizing to the greatest extent possible the adverse effects of such, as well as any resulting losses. Exclusive Technical Consulting and Services Agreement - 8 - 8.EFFECTIVE DATE AND TERM 8.1Term. This Agreement shall enter into effect as of the date first indicated above and shall continue for a period of 30 years unless it is extendedaccording to Article 8.2 or terminated early according to Article 9. 8.2Extension. This Agreement shall be automatically extended for another ten (10) years except Party B gives its written notice terminating thisAgreement three (3) months before the expiration of this Agreement. 9.TERMINATION 9.1Early Termination. This Agreement may be terminated early in the following situations: 9.1.1with the mutual written consent of the parties following consultation; 9.1.2in case of a Force Majeure event prevailing for 30 days or longer, the Parties shall discuss whether performance underthis Agreement shall be partially exempted or postponed according to the degree by which such performance is affectedby the Force Majeure event; or 9.1.3by Party B with 30 days’ prior written notice to Party A at any time. Exclusive Technical Consulting and Services Agreement - 9 -  9.2Survival of Obligations. The expiry or early termination of this Agreement for any reason whatsoever shall not affect the payment obligationsof the parties hereunder, the respective liability of the parties for damages or the confidentiality obligations of the parties. 10.MISCELLANEOUS 10.1Notices and Delivery. All notices and communications between the parties shall be written in English and delivered in person (includingcourier service), by facsimile transmission or by registered mail to the appropriate addresses set forth below: Party A Address : Room 1006, F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China Tel : 86-10-59857002 Fax : 86-10-59857400 Attn : Lu Min Party B Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China Tel : 86-10-59857001 Fax : 86-10-59857387 Attn : Lu Min Exclusive Technical Consulting and Services Agreement - 10 -  10.2Timing. The time of receipt of the notice or communication shall be deemed to be: 10.2.1if in person (including courier), at the time of signing of a receipt by the receiving party or a duly authorized person at the receivingparty’s address; 10.2.2if by facsimile transmission, at the time displayed in the corresponding transmission record, unless such facsimile is sent after 5:00p.m. or on a non-business day in the place of receipt, in which case the date of receipt shall be deemed to be the following businessday; or 10.2.3if by registered mail, on the 10th day after the date of the receipt of the registered mail. 10.3No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of either party to exercise any right,authority or privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shall anysingle or partial exercise of any right, authority or privilege preclude any other future exercise thereof. 10.4Severability. The provisions of this Agreement are severable from each other. The invalidity of any provision of this Agreement shall not affectthe validity or enforceability of any other provision of this Agreement. Exclusive Technical Consulting and Services Agreement - 11 -  10.5Successors. This Agreement shall be valid and binding upon the parties and upon their respective successors and assigns (if any). 10.6Assignment. Party A shall not assign its rights or obligations under this Agreement to any third party without the prior written consent of PartyB. Party B may transfer its rights or obligations under this Agreement to any third party without the consent of Party A, but shall inform Party Aof the above assignment. 10.7Governing Law. The execution, validity, interpretation and implementation of this Agreement and the settlement of disputes hereunder shallbe governed by PRC law. 10.8Arbitration. 10.8.1If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolve such dispute throughfriendly consultation or mediation. 10.8.2If the dispute cannot be resolved in the above manner within 30 days after the commencement of the consultation or mediation,either party may submit the dispute to arbitration as follows: 10.8.2.1all disputes arising out of or in connection with this Agreement shall be submitted to the China International Economicand Trade Arbitration Commission for arbitration in accordance with the Commission’s then-current rules; and Exclusive Technical Consulting and Services Agreement - 12 -  10.8.2.2the arbitration shall be held in Beijing and conducted in Chinese, with the arbitral award being final and binding uponthe parties. 10.8.3When any dispute is submitted to arbitration, the parties shall continue to perform their obligations under this Agreement. 10.9Entire Agreement. This Agreement and its Exhibits shall constitute the entire agreement between the parties in respect of the subject matterhereof and shall supersede any previous discussions, negotiations and agreements, including without limitation, the Original Agreement. 10.10Amendments. Without the prior written consent of Party B, Party A shall not amend this Agreement. If required by law, the parties shall obtainall requisite approvals from the relevant authorities to give effect to the amendment. 10.11Language and Copies.This Agreement is prepared in both English and Chinese. This Agreement shall be executed in 2 originals, with 1 original copy for each party.Chinese articles shall prevail over English articles in case of any inconsistency.[The space below is intentionally left blank.] Exclusive Technical Consulting and Services Agreement - 13 - IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their duly authorized representatives on the date first indicatedabove.Party A: Beijing Shengtuo Autohome Advertising Co., Ltd.Company Seal: (seal)Party B: Beijing Cheerbright Technologies Co., Ltd.Company seal: (seal) Exclusive Technical Consulting and Services Agreement Exhibit IScope of Services 1.Technical Services. Party B will provide technical services and training to Party A, taking advantage of Party B’s advanced network, website andmultimedia technologies to improve Party A’s system integration. Such technical services shall include: (a)administering, managing and maintaining Party A’s information application system and website system infrastructure; (b)providing system optimization plans and implementing optimization features; (c)assuring the security and reliability of the website application systems; (d)procuring, installing and supporting the relevant products produced by Party B, and providing training in the use of those products; (e)managing and maintaining all network and providing technologies to assure the reliability and efficiency thereof; (f)providing information technology services and assuring the reliable operation of the information infrastructure. 2.Marketing and Management Consulting. For the purposes of expanding Party A’s market share, popularizing its products and creating an efficientinternal operations, Party B will provide consulting services regarding marketing and management, which shall include: (a)providing strategic co-operation proposals and recommending relevant partners to Party A, and assisting Party A to establish and developcooperative relationships with such partners with respect to advertising; Exclusive Technical Consulting and Services Agreement  (b)providing Party A with market development strategies, including but not limited to the design and improvement of Party A’s products, servicesand business model as well as strategic on its market position and brand-building; and (c)training management personnel and providing management consultation services, including but not limited to regular business training forParty A’s management personnel and formulating realistic and effective solutions to existing problems in Party A’s business operations. Exclusive Technical Consulting and Services Agreement Exhibit IICalculation and Payment of the Service FeeDURING THE TERM OF THIS AGREEMENT, THE SERVICE FEE PAYABLE BY PARTY A TO PARTY B FOR SERVICES RENDERED ACCORDING TO EXHIBIT ISHALL BE A FEE IN RMB DETERMINED BY THE FOLLOWING FORMULA:SERVICE FEE PAYABLE = PARTY A’S REVENUE – TURNOVER TAXES – PARTY A’S TOTAL COSTS – PROFIT TO BE RETAINED BY PARTY A;Where: • Party A’s Revenue is revenue received by Party A from third parties in the course of its ordinary business; • Turnover Taxes include, but are not limited to, business tax (if applicable), value-added tax, urban maintenance and construction tax and educationsurcharges; • Party A’s Total Costs include all costs and expenses, such as costs of goods sold and operating costs incurred by Party A for carrying out the business;and • Profit to be retained by Party A shall be determined by a reputable certified public accountant designated by Party B.During the term of this Agreement, Party B shall have the right to adjust the above Fees at its sole discretion without the consent of Party A. Exclusive Technical Consulting and Services Agreement Exhibit 4.18 Exclusive Technical Consulting andServices Agreement betweenBeijing Shengtuo Chengshi Advertisement Co., Ltd.andBeijing Cheerbright Technologies Co., Ltd.September 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4 3. SERVICE FEE AND PAYMENT 5 4. REPRESENTATIONS AND WARRANTIES 5 5. CONFIDENTIALITY 6 6. BREACH 7 7. FORCE MAJEURE 7 8. EFFECTIVE DATE AND TERM 9 9. TERMINATION 9 10. MISCELLANEOUS 10 EXHIBIT: I. SCOPE OF SERVICES II. CALCULATION AND PAYMENT OF THE SERVICE FEE Exclusive Technical Consulting and Services Agreement - 2 - THIS EXCLUSIVE TECHNICAL CONSLUTING AND SERVICES AGREEMENT (Agreement) is entered into on September 30, 2016 (Execution Date)in Beijing, the People’s Republic of China (PRC).between (1)Beijing Shengtuo Chengshi Advertisement Co., Ltd., with its registered address at Room 1006 ,F/10, Tower B, No. 3, Danling Street, Haidian District,Beijing 100080, China (Party A);and (2)Beijing Cheerbright Technologies Co., Ltd., with its registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080,China (Party B).Recitals A.Party A is a domestic company duly incorporated and validly existing under the laws of the PRC, which engages in the business of advertising agency.Party A wishes to develop its technology, improve its management and increase and enhance its market position. B.Party B is a wholly foreign owned enterprise duly incorporated and validly existing under the laws of the PRC, which holds the resources andqualifications for technical and consulting services. Party B is engaged in research and development relating to networks and has expertise inproviding technical training and consulting services. Exclusive Technical Consulting and Services Agreement - 3 - NOW, THEREFORE, the parties agree as follows: 1.APPOINTMENT AND PROVISION OF SERVICES 1.1Scope of Services. Party A hereby appoints Party B to provide Party A with the Services detailed in the Exhibit I (Services). 1.2Provision of Services. The Parties agree that Party B shall provide the Services to Party A on an exclusive basis, for the duration of the term ofthis Agreement and at standards commonly accepted in the market. 1.3Financial Support. To ensure that the cash flow requirements of Party A’s ordinary operations are met and/or to set off any loss accrued duringsuch operations, Party B is obligated, only to the extent permissible under PRC law, to provide financing support for Party A, whether or notParty A actually incurs any such operational loss. Party B’s financing support for Party A may take the form of bank entrusted loans orborrowings. Contracts for any such entrusted loans or borrowings shall be executed separately. Party B will not request repayment if Party A isunable to do so. 2.INTELLECTUAL PROPERTY RIGHTSThe Parties agree that the intellectual property rights created by Party B in the course of performing this Agreement (including without limitation anycopyrights, trademarks or logos registered or not, patents and proprietary technology), shall belong to Party B. Exclusive Technical Consulting and Services Agreement - 4 - 3.SERVICE FEE AND PAYMENT 3.1Service Fee. The Parties agree that the Service Fee under this Agreement shall be determined according to the Exhibit II. 3.2Payment Method. Party B shall, within the first 5 days of each month, provide Party A with written statement of the service fee spent providingthe Services during the previous month. Party A shall confirm to Party B in writing within 3 business days of receipt that the service fee iscorrect. If Party A fails to provide such confirmation on time, Party A shall be deemed to have confirmed Party B’s statement. Party A shall paythe service fee to Party B’s designated account within 10 days after confirming the service fee provided in Party B’s statement. 4.REPRESENTATIONS AND WARRANTIESEach party represents and warrants to the other that, as of the date of signing hereof: 4.1it has full power and authority as an independent legal person to execute and deliver this Agreement and to carry out its responsibilities andobligations hereunder; 4.2its execution and performance of this Agreement will not result in a breach of any law, regulation, authorization or agreement to which it issubject. Exclusive Technical Consulting and Services Agreement - 5 - 5.CONFIDENTIALITY 5.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all information relating to or arisen from thisAgreement, or made available under this Agreement to a party or any associate thereof (Confidential Information). Without the prior writtenconsent of the other party, no party shall disclose any Confidential Information to any third party unless the disclosure is required by law or byenforceable orders of the court or related government departments. Under such circumstances, the party required to disclose the ConfidentialInformation shall notify the other party immediately, take all possible measures to minimize the disclosure, and notify the persons to whominformation is being disclosed of the confidentiality obligation. Notwithstanding anything to the contrary above, Party A shall have the fullright to disclose any Confidential Information to its shareholders, affiliates or professional advisors. 5.2Obligations upon Termination. Upon termination of this Agreement, either party shall, at the request of the other party, return any document,material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, such document,material, database, equipment, or software cannot be returned, either party shall destroy all the Confidential Information belonging to the otherparty and delete such Confidential Information from any memory devices. No party shall be permitted to continue using the ConfidentialInformation in any way after the termination of this Agreement. Exclusive Technical Consulting and Services Agreement - 6 -  5.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive thetermination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of this Agreementby any party. 6.BREACH 6.1Written Notice. If a party breaches any of its respective representations, warranties or obligations under this Agreement, the non-breachingparty may send a written notice to the breaching party demanding rectification within 10 days. 6.2Compensation. The breaching party shall be liable to compensate the non-breaching party for any losses it has sustained as a result of thebreach, including loss of profits. 7.FORCE MAJEURE 7.1Definition. The term Force Majeure refers to any unforeseeable (or if foreseeable, reasonably unavoidable), event beyond the reasonable controlof any party which prevents the performance of this Agreement, including without limitation acts of government, acts of nature, fire, explosion,typhoon, flood, earthquake, tide, lightning and war, but excluding any shortage of credit. Exclusive Technical Consulting and Services Agreement - 7 -  7.2Exemption. Where either party fails to perform this Agreement in full or in part due to Force Majeure, such party shall be exempted from itsresponsibilities hereunder, to the extent of the Force Majeure in question and except where PRC law provides otherwise. For the avoidance ofdoubt, a party shall not be excused from performing its obligations hereunder where Force Majeure occurs following the delay by that party toperform this Agreement. 7.3Notice. Should either party be unable to perform this Agreement as a result of Force Majeure, it shall inform the other party, as soon as possiblefollowing the occurrence of such Force Majeure, of the situation and the reason(s) for non-performance, so as to minimize any losses incurredby the other party as a consequence thereof. Furthermore, within a reasonable time after notice of Force Majeure has been given, the partyencountering Force Majeure shall provide to the other party a legal certificate issued by a public notary (or other appropriate organization) ofthe place wherein the Force Majeure occurred, in witness of the same. 7.4Mitigation. The party affected by Force Majeure may suspend the performance of its obligations under this Agreement until any disruptionresulting from the Force Majeure has been resolved. However, such party shall make every effort to eliminate any obstacles resulting from theForce Majeure, thereby minimizing to the greatest extent possible the adverse effects of such, as well as any resulting losses. Exclusive Technical Consulting and Services Agreement - 8 - 8.EFFECTIVE DATE AND TERM 8.1Term. This Agreement shall enter into effect as of the date first indicated above and shall continue for a period of 30 years unless it is extendedaccording to Article 8.2 or terminated early according to Article 9. 8.2Extension. This Agreement shall be automatically extended for another ten (10) years except Party B gives its written notice terminating thisAgreement three (3) months before the expiration of this Agreement. 9.TERMINATION 9.1Early Termination. This Agreement may be terminated early in the following situations: 9.1.1with the mutual written consent of the parties following consultation; 9.1.2in case of a Force Majeure event prevailing for 30 days or longer, the Parties shall discuss whether performance underthis Agreement shall be partially exempted or postponed according to the degree by which such performance is affectedby the Force Majeure event; or 9.1.3by Party B with 30 days’ prior written notice to Party A at any time. Exclusive Technical Consulting and Services Agreement - 9 -  9.2Survival of Obligations. The expiry or early termination of this Agreement for any reason whatsoever shall not affect the payment obligationsof the parties hereunder, the respective liability of the parties for damages or the confidentiality obligations of the parties. 10.MISCELLANEOUS 10.1Notices and Delivery. All notices and communications between the parties shall be written in English and delivered in person (includingcourier service), by facsimile transmission or by registered mail to the appropriate addresses set forth below: Party A Address : Room 1006, F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China Tel : 86-10- [ ] Fax : 86-10- [ ] Attn : Lu Min Party B Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China Tel : 86-10-59857001 Fax : 86-10-59857387 Attn : Lu Min Exclusive Technical Consulting and Services Agreement - 10 -  10.2Timing. The time of receipt of the notice or communication shall be deemed to be: 10.2.1if in person (including courier), at the time of signing of a receipt by the receiving party or a duly authorized person at the receivingparty’s address; 10.2.2if by facsimile transmission, at the time displayed in the corresponding transmission record, unless such facsimile is sent after 5:00p.m. or on a non-business day in the place of receipt, in which case the date of receipt shall be deemed to be the following businessday; or 10.2.3if by registered mail, on the 10th day after the date of the receipt of the registered mail. 10.3No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of either party to exercise any right,authority or privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shall anysingle or partial exercise of any right, authority or privilege preclude any other future exercise thereof. 10.4Severability. The provisions of this Agreement are severable from each other. The invalidity of any provision of this Agreement shall not affectthe validity or enforceability of any other provision of this Agreement. Exclusive Technical Consulting and Services Agreement - 11 -  10.5Successors. This Agreement shall be valid and binding upon the parties and upon their respective successors and assigns (if any). 10.6Assignment. Party A shall not assign its rights or obligations under this Agreement to any third party without the prior written consent of PartyB. Party B may transfer its rights or obligations under this Agreement to any third party without the consent of Party A, but shall inform Party Aof the above assignment. 10.7Governing Law. The execution, validity, interpretation and implementation of this Agreement and the settlement of disputes hereunder shallbe governed by PRC law. 10.8Arbitration. 10.8.1If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolve such dispute throughfriendly consultation or mediation. 10.8.2If the dispute cannot be resolved in the above manner within 30 days after the commencement of the consultation or mediation,either party may submit the dispute to arbitration as follows: 10.8.2.1all disputes arising out of or in connection with this Agreement shall be submitted to the China International Economicand Trade Arbitration Commission for arbitration in accordance with the Commission’s then-current rules; and Exclusive Technical Consulting and Services Agreement - 12 -  10.8.2.2the arbitration shall be held in Beijing and conducted in Chinese, with the arbitral award being final and binding uponthe parties. 10.8.3When any dispute is submitted to arbitration, the parties shall continue to perform their obligations under this Agreement. 10.9Entire Agreement. This Agreement and its Exhibits shall constitute the entire agreement between the parties in respect of the subject matterhereof and shall supersede any previous discussions, negotiations and agreements, including without limitation, the Original Agreement. 10.10Amendments. Without the prior written consent of Party B, Party A shall not amend this Agreement. If required by law, the parties shall obtainall requisite approvals from the relevant authorities to give effect to the amendment. 10.11Language and Copies.This Agreement is prepared in both English and Chinese. This Agreement shall be executed in 2 originals, with 1 original copy for each party.Chinese articles shall prevail over English articles in case of any inconsistency.[The space below is intentionally left blank.] Exclusive Technical Consulting and Services Agreement - 13 - IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their duly authorized representatives on the date first indicatedabove.Party A: Beijing Shengtuo Chengshi Advertisement Co., Ltd.Company Seal: (seal)Party B: Beijing Cheerbright Technologies Co., Ltd.Company seal: (seal) Exclusive Technical Consulting and Services Agreement Exhibit IScope of Services 1.Technical Services. Party B will provide technical services and training to Party A, taking advantage of Party B’s advanced network, website andmultimedia technologies to improve Party A’s system integration. Such technical services shall include: (a)administering, managing and maintaining Party A’s information application system and website system infrastructure; (b)providing system optimization plans and implementing optimization features; (c)assuring the security and reliability of the website application systems; (d)procuring, installing and supporting the relevant products produced by Party B, and providing training in the use of those products; (e)managing and maintaining all network and providing technologies to assure the reliability and efficiency thereof; (f)providing information technology services and assuring the reliable operation of the information infrastructure. 2.Marketing and Management Consulting. For the purposes of expanding Party A’s market share, popularizing its products and creating an efficientinternal operations, Party B will provide consulting services regarding marketing and management, which shall include: Exclusive Technical Consulting and Services Agreement  (a)providing strategic co-operation proposals and recommending relevant partners to Party A, and assisting Party A to establish and developcooperative relationships with such partners with respect to advertising; (b)providing Party A with market development strategies, including but not limited to the design and improvement of Party A’s products, servicesand business model as well as strategic on its market position and brand-building; and (c)training management personnel and providing management consultation services, including but not limited to regular business training for PartyA’s management personnel and formulating realistic and effective solutions to existing problems in Party A’s business operations. Exclusive Technical Consulting and Services Agreement Exhibit IICalculation and Payment of the Service FeeDURING THE TERM OF THIS AGREEMENT, THE SERVICE FEE PAYABLE BY PARTY A TO PARTY B FOR SERVICES RENDERED ACCORDING TO EXHIBIT ISHALL BE A FEE IN RMB DETERMINED BY THE FOLLOWING FORMULA:SERVICE FEE PAYABLE = PARTY A’S REVENUE – TURNOVER TAXES – PARTY A’S TOTAL COSTS – PROFIT TO BE RETAINED BY PARTY A;Where: • Party A’s Revenue is revenue received by Party A from third parties in the course of its ordinary business; • Turnover Taxes include, but are not limited to, business tax (if applicable), value-added tax, urban maintenance and construction tax and educationsurcharges; • Party A’s Total Costs include all costs and expenses, such as costs of goods sold and operating costs incurred by Party A for carrying out the business;and • Profit to be retained by Party A shall be determined by a reputable certified public accountant designated by Party B.During the term of this Agreement, Party B shall have the right to adjust the above Fees at its sole discretion without the consent of Party A. Exclusive Technical Consulting and Services Agreement Exhibit 4.19 Exclusive Technical Consulting andServices Agreement betweenBeijing Autohome Used Car Appraisal Co., LtdandBeijing Chezhiying Technologies Co., Ltd.September 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4 3. SERVICE FEE AND PAYMENT 5 4. REPRESENTATIONS AND WARRANTIES 5 5. CONFIDENTIALITY 6 6. BREACH 7 7. FORCE MAJEURE 7 8. EFFECTIVE DATE AND TERM 9 9. TERMINATION 9 10. MISCELLANEOUS 10 EXHIBIT: I. SCOPE OF SERVICES II. CALCULATION AND PAYMENT OF THE SERVICE FEE Exclusive Technical Consulting and Services Agreement - 2 - THIS EXCLUSIVE TECHNICAL CONSLUTING AND SERVICES AGREEMENT (Agreement) is entered into on September 30, 2016 (Execution Date)in Beijing, the People’s Republic of China (PRC).between (1)Beijing Autohome Used Car Appraisal Co., Ltd, a company duly organized and existing under the PRC laws with its legal address at Room 201, West35 Gu Cheng Xi Street, Shijingshan District, Beijing, China (Party A);and (2)Beijing Chezhiying Technologies Co., Ltd., a company duly organized and existing under the PRC laws with its legal address at Room 1117, F/11,Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China. (Party B).Recitals A.Party A is a domestic company duly incorporated and validly existing under the laws of the PRC, which engages in the business of used car appraisalservices. Party A wishes to develop its technology, improve its management and increase and enhance its market position. B.Party B is a wholly foreign owned enterprise duly incorporated and validly existing under the laws of the PRC, which holds the resources andqualifications for technical and consulting services. Party B is engaged in research and development relating to networks and has expertise inproviding technical training and consulting services. Exclusive Technical Consulting and Services Agreement - 3 - NOW, THEREFORE, the parties agree as follows: 1.APPOINTMENT AND PROVISION OF SERVICES 1.1Scope of Services. Party A hereby appoints Party B to provide Party A with the Services detailed in the Exhibit I (Services). 1.2Provision of Services. The Parties agree that Party B shall provide the Services to Party A on an exclusive basis, for the duration of the term ofthis Agreement and at standards commonly accepted in the market. 1.3Financial Support. To ensure that the cash flow requirements of Party A’s ordinary operations are met and/or to set off any loss accrued duringsuch operations, Party B is obligated, only to the extent permissible under PRC law, to provide financing support for Party A, whether or notParty A actually incurs any such operational loss. Party B’s financing support for Party A may take the form of bank entrusted loans orborrowings. Contracts for any such entrusted loans or borrowings shall be executed separately. Party B will not request repayment if Party A isunable to do so. 2.INTELLECTUAL PROPERTY RIGHTSThe Parties agree that the intellectual property rights created by Party B in the course of performing this Agreement (including without limitation anycopyrights, trademarks or logos registered or not, patents and proprietary technology), shall belong to Party B. Exclusive Technical Consulting and Services Agreement - 4 - 3.SERVICE FEE AND PAYMENT 3.1Service Fee. The Parties agree that the Service Fee under this Agreement shall be determined according to the Exhibit II. 3.2Payment Method. Party B shall, within the first 5 days of each month, provide Party A with written statement of the service fee spent providingthe Services during the previous month. Party A shall confirm to Party B in writing within 3 business days of receipt that the service fee iscorrect. If Party A fails to provide such confirmation on time, Party A shall be deemed to have confirmed Party B’s statement. Party A shall paythe service fee to Party B’s designated account within 10 days after confirming the service fee provided in Party B’s statement. 4.REPRESENTATIONS AND WARRANTIESEach party represents and warrants to the other that, as of the date of signing hereof: 4.1it has full power and authority as an independent legal person to execute and deliver this Agreement and to carry out its responsibilities andobligations hereunder; 4.2its execution and performance of this Agreement will not result in a breach of any law, regulation, authorization or agreement to which it issubject. Exclusive Technical Consulting and Services Agreement - 5 - 5.CONFIDENTIALITY 5.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all information relating to or arisen from thisAgreement, or made available under this Agreement to a party or any associate thereof (Confidential Information). Without the prior writtenconsent of the other party, no party shall disclose any Confidential Information to any third party unless the disclosure is required by law or byenforceable orders of the court or related government departments. Under such circumstances, the party required to disclose the ConfidentialInformation shall notify the other party immediately, take all possible measures to minimize the disclosure, and notify the persons to whominformation is being disclosed of the confidentiality obligation. Notwithstanding anything to the contrary above, Party A shall have the fullright to disclose any Confidential Information to its shareholders, affiliates or professional advisors. 5.2Obligations upon Termination. Upon termination of this Agreement, either party shall, at the request of the other party, return any document,material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, such document,material, database, equipment, or software cannot be returned, either party shall destroy all the Confidential Information belonging to the otherparty and delete such Confidential Information from any memory devices. No party shall be permitted to continue using the ConfidentialInformation in any way after the termination of this Agreement. Exclusive Technical Consulting and Services Agreement - 6 -  5.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive thetermination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of this Agreementby any party. 6.BREACH 6.1Written Notice. If a party breaches any of its respective representations, warranties or obligations under this Agreement, the non-breachingparty may send a written notice to the breaching party demanding rectification within 10 days. 6.2Compensation. The breaching party shall be liable to compensate the non-breaching party for any losses it has sustained as a result of thebreach, including loss of profits. 7FORCE MAJEURE 7.1Definition. The term Force Majeure refers to any unforeseeable (or if foreseeable, reasonably unavoidable), event beyond the reasonable controlof any party which prevents the performance of this Agreement, including without limitation acts of government, acts of nature, fire, explosion,typhoon, flood, earthquake, tide, lightning and war, but excluding any shortage of credit. Exclusive Technical Consulting and Services Agreement - 7 -  7.2Exemption. Where either party fails to perform this Agreement in full or in part due to Force Majeure, such party shall be exempted from itsresponsibilities hereunder, to the extent of the Force Majeure in question and except where PRC law provides otherwise. For the avoidance ofdoubt, a party shall not be excused from performing its obligations hereunder where Force Majeure occurs following the delay by that party toperform this Agreement. 7.3Notice. Should either party be unable to perform this Agreement as a result of Force Majeure, it shall inform the other party, as soon as possiblefollowing the occurrence of such Force Majeure, of the situation and the reason(s) for non-performance, so as to minimize any losses incurredby the other party as a consequence thereof. Furthermore, within a reasonable time after notice of Force Majeure has been given, the partyencountering Force Majeure shall provide to the other party a legal certificate issued by a public notary (or other appropriate organization) ofthe place wherein the Force Majeure occurred, in witness of the same. 7.4Mitigation. The party affected by Force Majeure may suspend the performance of its obligations under this Agreement until any disruptionresulting from the Force Majeure has been resolved. However, such party shall make every effort to eliminate any obstacles resulting from theForce Majeure, thereby minimizing to the greatest extent possible the adverse effects of such, as well as any resulting losses. Exclusive Technical Consulting and Services Agreement - 8 - 8.EFFECTIVE DATE AND TERM 8.1Term. This Agreement shall enter into effect as of the date first indicated above and shall continue for a period of 30 years unless it is extendedaccording to Article 8.2 or terminated early according to Article 9. 8.2Extension. This Agreement shall be automatically extended for another ten (10) years except Party B gives its written notice terminating thisAgreement three (3) months before the expiration of this Agreement. 9.TERMINATION 9.1Early Termination. This Agreement may be terminated early in the following situations: 9.1.1with the mutual written consent of the parties following consultation; 9.1.2in case of a Force Majeure event prevailing for 30 days or longer, the Parties shall discuss whether performance underthis Agreement shall be partially exempted or postponed according to the degree by which such performance is affectedby the Force Majeure event; or 9.1.3by Party B with 30 days’ prior written notice to Party A at any time. Exclusive Technical Consulting and Services Agreement - 9 -  9.2Survival of Obligations. The expiry or early termination of this Agreement for any reason whatsoever shall not affect the payment obligationsof the parties hereunder, the respective liability of the parties for damages or the confidentiality obligations of the parties. 10.MISCELLANEOUS 10.1Notices and Delivery. All notices and communications between the parties shall be written in English and delivered in person (includingcourier service), by facsimile transmission or by registered mail to the appropriate addresses set forth below: Party AAddress: Room 201, West 35 Gu Cheng Xi Street, Shijingshan District, Beijing, ChinaTel: 86-10-59857002Fax: 86-10-59857400Attn: Lu MinParty BAddress: Room1005, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel: 86-10-59857001Fax: 86-10- 59857381Attn: Lu Min Exclusive Technical Consulting and Services Agreement - 10 -  10.2Timing. The time of receipt of the notice or communication shall be deemed to be: 10.2.1if in person (including courier), at the time of signing of a receipt by the receiving party or a duly authorized person at the receivingparty’s address; 10.2.2if by facsimile transmission, at the time displayed in the corresponding transmission record, unless such facsimile is sent after 5:00p.m. or on a non-business day in the place of receipt, in which case the date of receipt shall be deemed to be the following businessday; or 10.2.3if by registered mail, on the 10th day after the date of the receipt of the registered mail. 10.3No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of either party to exercise any right,authority or privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shall anysingle or partial exercise of any right, authority or privilege preclude any other future exercise thereof. 10.4Severability. The provisions of this Agreement are severable from each other. The invalidity of any provision of this Agreement shall not affectthe validity or enforceability of any other provision of this Agreement. Exclusive Technical Consulting and Services Agreement - 11 -  10.5Successors. This Agreement shall be valid and binding upon the parties and upon their respective successors and assigns (if any). 10.6Assignment. Party A shall not assign its rights or obligations under this Agreement to any third party without the prior written consent of PartyB. Party B may transfer its rights or obligations under this Agreement to any third party without the consent of Party A, but shall inform Party Aof the above assignment. 10.7Governing Law. The execution, validity, interpretation and implementation of this Agreement and the settlement of disputes hereunder shallbe governed by PRC law. 10.8Arbitration. 10.8.1If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolve such dispute throughfriendly consultation or mediation. 10.8.2If the dispute cannot be resolved in the above manner within 30 days after the commencement of the consultation or mediation,either party may submit the dispute to arbitration as follows: 10.8.2.1all disputes arising out of or in connection with this Agreement shall be submitted to the China International Economicand Trade Arbitration Commission for arbitration in accordance with the Commission’s then-current rules; and Exclusive Technical Consulting and Services Agreement - 12 -  10.8.2.2the arbitration shall be held in Beijing and conducted in Chinese, with the arbitral award being final and binding uponthe parties. 10.8.3When any dispute is submitted to arbitration, the parties shall continue to perform their obligations under this Agreement. 10.9Entire Agreement. This Agreement and its Exhibits shall constitute the entire agreement between the parties in respect of the subject matterhereof and shall supersede any previous discussions, negotiations and agreements, including without limitation, the Original Agreement. 10.10Amendments. Without the prior written consent of Party B, Party A shall not amend this Agreement. If required by law, the parties shall obtainall requisite approvals from the relevant authorities to give effect to the amendment. 10.11Language and Copies.This Agreement is prepared in both English and Chinese. This Agreement shall be executed in 2 originals, with 1 original copy for each party.Chinese articles shall prevail over English articles in case of any inconsistency.[The space below is intentionally left blank.] Exclusive Technical Consulting and Services Agreement - 13 - IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their duly authorized representatives on the date first indicatedabove.Party A: Beijing Autohome Used Car Appraisal Co.,LtdCompany Seal: (seal)Party B: Beijing Chezhiying Technologies Co., Ltd.Company Seal: (seal) Exclusive Technical Consulting and Services Agreement Exhibit IScope of Services 1.Technical Services. Party B will provide technical services and training to Party A, taking advantage of Party B’s advanced network, website andmultimedia technologies to improve Party A’s system integration. Such technical services shall include: (a)administering, managing and maintaining Party A’s information application system and website system infrastructure; (b)providing system optimization plans and implementing optimization features; (c)assuring the security and reliability of the website application systems; (d)procuring, installing and supporting the relevant products produced by Party B, and providing training in the use of those products; (e)managing and maintaining all network and providing technologies to assure the reliability and efficiency thereof; (f)providing information technology services and assuring the reliable operation of the information infrastructure. 2.Marketing and Management Consulting. For the purposes of expanding Party A’s market share, popularizing its products and creating an efficientinternal operations, Party B will provide consulting services regarding marketing and management, which shall include: (a)providing strategic co-operation proposals and recommending relevant partners to Party A, and assisting Party A to establish and developcooperative relationships with such partners with respect to advertising; Exclusive Technical Consulting and Services Agreement  (b)providing Party A with market development strategies, including but not limited to the design and improvement of Party A’s products, servicesand business model as well as strategic on its market position and brand-building; and (c)training management personnel and providing management consultation services, including but not limited to regular business training forParty A’s management personnel and formulating realistic and effective solutions to existing problems in Party A’s business operations. Exclusive Technical Consulting and Services Agreement Exhibit IICalculation and Payment of the Service FeeDURING THE TERM OF THIS AGREEMENT, THE SERVICE FEE PAYABLE BY PARTY A TO PARTY B FOR SERVICES RENDERED ACCORDING TO EXHIBIT ISHALL BE A FEE IN RMB DETERMINED BY THE FOLLOWING FORMULA:SERVICE FEE PAYABLE = PARTY A’S REVENUE – TURNOVER TAXES – PARTY A’S TOTAL COSTS – PROFIT TO BE RETAINED BY PARTY A;Where: • Party A’s Revenue is revenue received by Party A from third parties in the course of its ordinary business; • Turnover Taxes include, but are not limited to, business tax (if applicable), value-added tax, urban maintenance and construction tax and educationsurcharges; • Party A’s Total Costs include all costs and expenses, such as costs of goods sold and operating costs incurred by Party A for carrying out the business;and • Profit to be retained by Party A shall be determined by a reputable certified public accountant designated by Party B.During the term of this Agreement, Party B shall have the right to adjust the above Fees at its sole discretion without the consent of Party A. Exclusive Technical Consulting and Services Agreement Exhibit 4.20 Exclusive Technical Consulting andServices Agreement betweenBeijing Autohome Used Car Brokerage Co., LtdandBeijing Chezhiying Technologies Co., Ltd.September 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4 3. SERVICE FEE AND PAYMENT 5 4. REPRESENTATIONS AND WARRANTIES 5 5. CONFIDENTIALITY 6 6. BREACH 7 7. FORCE MAJEURE 7 8. EFFECTIVE DATE AND TERM 9 9. TERMINATION 9 10. MISCELLANEOUS 10 EXHIBIT: I. SCOPE OF SERVICES II. CALCULATION AND PAYMENT OF THE SERVICE FEE Exclusive Technical Consulting and Services Agreement - 2 - THIS EXCLUSIVE TECHNICAL CONSLUTING AND SERVICES AGREEMENT (Agreement) is entered into on September 30, 2016 (Execution Date)in Beijing, the People’s Republic of China (PRC).between (1)Beijing Autohome Used Car Brokerage Co., Ltd, a company duly organized and existing under the PRC laws with its legal address at No.101Oudebao Vehicles Trading Market, Huilongguan, Changping District, Beijing, China (Party A);and (2)Beijing Chezhiying Technologies Co., Ltd., a company duly organized and existing under the PRC laws with its legal address at Room 1117, F/11,Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China. (Party B).Recitals A.Party A is a domestic company duly incorporated and validly existing under the laws of the PRC, which engages in the business of used vehiclesbrokerages. Party A wishes to develop its technology, to improve its management and increase and enhance its market position. B.Party B is a wholly foreign owned enterprise duly incorporated and validly existing under the laws of the PRC, which holds the resources andqualifications for technical and consulting services. Party B is engaged in research and development relating to networks and has expertise inproviding technical training and consulting services. Exclusive Technical Consulting and Services Agreement - 3 - NOW, THEREFORE, the parties agree as follows: 1.APPOINTMENT AND PROVISION OF SERVICES 1.1Scope of Services. Party A hereby appoints Party B to provide Party A with the Services detailed in the Exhibit I (Services). 1.2Provision of Services. The Parties agree that Party B shall provide the Services to Party A on an exclusive basis, for the duration of the term ofthis Agreement and at standards commonly accepted in the market. 1.3Financial Support. To ensure that the cash flow requirements of Party A’s ordinary operations are met and/or to set off any loss accrued duringsuch operations, Party B is obligated, only to the extent permissible under PRC law, to provide financing support for Party A, whether or notParty A actually incurs any such operational loss. Party B’s financing support for Party A may take the form of bank entrusted loans orborrowings. Contracts for any such entrusted loans or borrowings shall be executed separately. Party B will not request repayment if Party A isunable to do so. 2.INTELLECTUAL PROPERTY RIGHTSThe Parties agree that the intellectual property rights created by Party B in the course of performing this Agreement (including without limitation anycopyrights, trademarks or logos registered or not, patents and proprietary technology), shall belong to Party B. Exclusive Technical Consulting and Services Agreement - 4 - 3.SERVICE FEE AND PAYMENT 3.1Service Fee. The Parties agree that the Service Fee under this Agreement shall be determined according to the Exhibit II. 3.2Payment Method. Party B shall, within the first 5 days of each month, provide Party A with written statement of the service fee spent providingthe Services during the previous month. Party A shall confirm to Party B in writing within 3 business days of receipt that the service fee iscorrect. If Party A fails to provide such confirmation on time, Party A shall be deemed to have confirmed Party B’s statement. Party A shall paythe service fee to Party B’s designated account within 10 days after confirming the service fee provided in Party B’s statement. 4.REPRESENTATIONS AND WARRANTIESEach party represents and warrants to the other that, as of the date of signing hereof: 4.1it has full power and authority as an independent legal person to execute and deliver this Agreement and to carry out its responsibilities andobligations hereunder; 4.2its execution and performance of this Agreement will not result in a breach of any law, regulation, authorization or agreement to which it issubject. Exclusive Technical Consulting and Services Agreement - 5 - 5.CONFIDENTIALITY 5.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all information relating to or arisen from thisAgreement, or made available under this Agreement to a party or any associate thereof (Confidential Information). Without the prior writtenconsent of the other party, no party shall disclose any Confidential Information to any third party unless the disclosure is required by law or byenforceable orders of the court or related government departments. Under such circumstances, the party required to disclose the ConfidentialInformation shall notify the other party immediately, take all possible measures to minimize the disclosure, and notify the persons to whominformation is being disclosed of the confidentiality obligation. Notwithstanding anything to the contrary above, Party A shall have the fullright to disclose any Confidential Information to its shareholders, affiliates or professional advisors. 5.2Obligations upon Termination. Upon termination of this Agreement, either party shall, at the request of the other party, return any document,material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, such document,material, database, equipment, or software cannot be returned, either party shall destroy all the Confidential Information belonging to the otherparty and delete such Confidential Information from any memory devices. No party shall be permitted to continue using the ConfidentialInformation in any way after the termination of this Agreement. Exclusive Technical Consulting and Services Agreement - 6 -  5.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive thetermination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of this Agreementby any party. 6.BREACH 6.1Written Notice. If a party breaches any of its respective representations, warranties or obligations under this Agreement, the non-breachingparty may send a written notice to the breaching party demanding rectification within 10 days. 6.2Compensation. The breaching party shall be liable to compensate the non-breaching party for any losses it has sustained as a result of thebreach, including loss of profits. 7.FORCE MAJEURE 7.1Definition. The term Force Majeure refers to any unforeseeable (or if foreseeable, reasonably unavoidable), event beyond the reasonable controlof any party which prevents the performance of this Agreement, including without limitation acts of government, acts of nature, fire, explosion,typhoon, flood, earthquake, tide, lightning and war, but excluding any shortage of credit. Exclusive Technical Consulting and Services Agreement - 7 -  7.2Exemption. Where either party fails to perform this Agreement in full or in part due to Force Majeure, such party shall be exempted from itsresponsibilities hereunder, to the extent of the Force Majeure in question and except where PRC law provides otherwise. For the avoidance ofdoubt, a party shall not be excused from performing its obligations hereunder where Force Majeure occurs following the delay by that party toperform this Agreement. 7.3Notice. Should either party be unable to perform this Agreement as a result of Force Majeure, it shall inform the other party, as soon as possiblefollowing the occurrence of such Force Majeure, of the situation and the reason(s) for non-performance, so as to minimize any losses incurredby the other party as a consequence thereof. Furthermore, within a reasonable time after notice of Force Majeure has been given, the partyencountering Force Majeure shall provide to the other party a legal certificate issued by a public notary (or other appropriate organization) ofthe place wherein the Force Majeure occurred, in witness of the same. 7.4Mitigation. The party affected by Force Majeure may suspend the performance of its obligations under this Agreement until any disruptionresulting from the Force Majeure has been resolved. However, such party shall make every effort to eliminate any obstacles resulting from theForce Majeure, thereby minimizing to the greatest extent possible the adverse effects of such, as well as any resulting losses. Exclusive Technical Consulting and Services Agreement - 8 - 8.EFFECTIVE DATE AND TERM 8.1Term. This Agreement shall enter into effect as of the date first indicated above and shall continue for a period of 30 years unless it is extendedaccording to Article 8.2 or terminated early according to Article 9. 8.2Extension. This Agreement shall be automatically extended for another ten (10) years except Party B gives its written notice terminating thisAgreement three (3) months before the expiration of this Agreement. 9.TERMINATION 9.1Early Termination. This Agreement may be terminated early in the following situations: 9.1.1with the mutual written consent of the parties following consultation; 9.1.2in case of a Force Majeure event prevailing for 30 days or longer, the Parties shall discuss whether performance underthis Agreement shall be partially exempted or postponed according to the degree by which such performance is affectedby the Force Majeure event; or 9.1.3by Party B with 30 days’ prior written notice to Party A at any time. Exclusive Technical Consulting and Services Agreement - 9 -  9.2Survival of Obligations. The expiry or early termination of this Agreement for any reason whatsoever shall not affect the payment obligationsof the parties hereunder, the respective liability of the parties for damages or the confidentiality obligations of the parties. 10.MISCELLANEOUS 10.1Notices and Delivery. All notices and communications between the parties shall be written in English and delivered in person (includingcourier service), by facsimile transmission or by registered mail to the appropriate addresses set forth below: Party A Address: No.101 Oudebao Vehicles Trading Market, Huilongguan, Changping District, Beijing, China Tel: 86-10-59857002 Fax: 86-10-59857400 Attn: Lu Min Party B Address: Room1005, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China Tel: 86-10-59857001 Fax: 86-10- 59857387 Attn: Lu Min Exclusive Technical Consulting and Services Agreement - 10 -  10.2Timing. The time of receipt of the notice or communication shall be deemed to be: 10.2.1if in person (including courier), at the time of signing of a receipt by the receiving party or a duly authorized person at the receivingparty’s address; 10.2.2if by facsimile transmission, at the time displayed in the corresponding transmission record, unless such facsimile is sent after 5:00p.m. or on a non-business day in the place of receipt, in which case the date of receipt shall be deemed to be the following businessday; or 10.2.3if by registered mail, on the 10th day after the date of the receipt of the registered mail. 10.3No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of either party to exercise any right,authority or privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shall anysingle or partial exercise of any right, authority or privilege preclude any other future exercise thereof. 10.4Severability. The provisions of this Agreement are severable from each other. The invalidity of any provision of this Agreement shall not affectthe validity or enforceability of any other provision of this Agreement. Exclusive Technical Consulting and Services Agreement - 11 -  10.5Successors. This Agreement shall be valid and binding upon the parties and upon their respective successors and assigns (if any). 10.6Assignment. Party A shall not assign its rights or obligations under this Agreement to any third party without the prior written consent of PartyB. Party B may transfer its rights or obligations under this Agreement to any third party without the consent of Party A, but shall inform Party Aof the above assignment. 10.7Governing Law. The execution, validity, interpretation and implementation of this Agreement and the settlement of disputes hereunder shallbe governed by PRC law. 10.8Arbitration. 10.8.1If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolve such dispute throughfriendly consultation or mediation. 10.8.2If the dispute cannot be resolved in the above manner within 30 days after the commencement of the consultation or mediation,either party may submit the dispute to arbitration as follows: 10.8.2.1all disputes arising out of or in connection with this Agreement shall be submitted to the China International Economicand Trade Arbitration Commission for arbitration in accordance with the Commission’s then-current rules; and Exclusive Technical Consulting and Services Agreement - 12 -  10.8.2.2the arbitration shall be held in Beijing and conducted in Chinese, with the arbitral award being final and binding uponthe parties. 10.8.3When any dispute is submitted to arbitration, the parties shall continue to perform their obligations under this Agreement. 10.9Entire Agreement. This Agreement and its Exhibits shall constitute the entire agreement between the parties in respect of the subject matterhereof and shall supersede any previous discussions, negotiations and agreements, including without limitation, the Original Agreement. 10.10Amendments. Without the prior written consent of Party B, Party A shall not amend this Agreement. If required by law, the parties shall obtainall requisite approvals from the relevant authorities to give effect to the amendment. 10.11Language and Copies.This Agreement is prepared in both English and Chinese. This Agreement shall be executed in 2 originals, with 1 original copy for each party.Chinese articles shall prevail over English articles in case of any inconsistency.[The space below is intentionally left blank.] Exclusive Technical Consulting and Services Agreement - 13 - IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their duly authorized representatives on the date first indicatedabove.Party A: Beijing Autohome Used Car Brokerage Co., LtdCompany Seal: (seal)Party B: Beijing Chezhiying Technologies Co., Ltd.Company seal: (seal) Exclusive Technical Consulting and Services Agreement Exhibit IScope of Services 1.Technical Services. Party B will provide technical services and training to Party A, taking advantage of Party B’s advanced network, website andmultimedia technologies to improve Party A’s system integration. Such technical services shall include: (a)administering, managing and maintaining Party A’s information application system and website system infrastructure; (b)providing system optimization plans and implementing optimization features; (c)assuring the security and reliability of the website application systems; (d)procuring, installing and supporting the relevant products produced by Party B, and providing training in the use of those products; (e)managing and maintaining all network and providing technologies to assure the reliability and efficiency thereof; (f)providing information technology services and assuring the reliable operation of the information infrastructure. 2.Marketing and Management Consulting. For the purposes of expanding Party A’s market share, popularizing its products and creating an efficientinternal operations, Party B will provide consulting services regarding marketing and management, which shall include: (a)providing strategic co-operation proposals and recommending relevant partners to Party A, and assisting Party A to establish and developcooperative relationships with such partners with respect to advertising; Exclusive Technical Consulting and Services Agreement  (b)providing Party A with market development strategies, including but not limited to the design and improvement of Party A’s products, servicesand business model as well as strategic on its market position and brand-building; and (c)training management personnel and providing management consultation services, including but not limited to regular business training forParty A’s management personnel and formulating realistic and effective solutions to existing problems in Party A’s business operations. Exclusive Technical Consulting and Services Agreement Exhibit IICalculation and Payment of the Service FeeDURING THE TERM OF THIS AGREEMENT, THE SERVICE FEE PAYABLE BY PARTY A TO PARTY B FOR SERVICES RENDERED ACCORDING TO EXHIBIT ISHALL BE A FEE IN RMB DETERMINED BY THE FOLLOWING FORMULA:SERVICE FEE PAYABLE = PARTY A’S REVENUE – TURNOVER TAXES – PARTY A’S TOTAL COSTS – PROFIT TO BE RETAINED BY PARTY A;Where: • Party A’s Revenue is revenue received by Party A from third parties in the course of its ordinary business; • Turnover Taxes include, but are not limited to, business tax (if applicable), value-added tax, urban maintenance and construction tax and educationsurcharges; • Party A’s Total Costs include all costs and expenses, such as costs of goods sold and operating costs incurred by Party A for carrying out the business;and • Profit to be retained by Party A shall be determined by a reputable certified public accountant designated by Party B.During the term of this Agreement, Party B shall have the right to adjust the above Fees at its sole discretion without the consent of Party A. Exclusive Technical Consulting and Services Agreement Exhibit 4.21 Loan Agreement BetweenBeijing Cheerbright Technologies Co., Ltd.andLu MinMARCH 25, 2017TABLE OF CONTENTS ARTICLE PAGE 1. DEFINITIONS AND INTERPRETATIONS 4 2. LOAN 5 3 CONDITIONS PRECEDENT 8 4. REPRESENTATIONS AND WARRANTIES 9 5. UNDERTAKINGS 11 6 ENFORCEMENT 16 7 CONFIDENTIALITY 17 8 DISPUTE RESOLUTION 18 9 Indemnity 19 10 MISCELLANEOUS 19 Loan Agreement - 2 - THIS LOAN AGREEMENT (Agreement) is entered into on March 25, 2017 in Beijing, People’s Republic of China (PRC)by and between (1)Beijing Cheerbright Technologies Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the law of the PRC,with its registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and (2)Lu Min, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 901, No. 6, Dehua Street,Xingang West Road, Haizhu District, Guangzhou.;Recitals A.Party B acquired the equity interest of a PRC domestically funded limited company named Shanghai You Che You Jia Advertising Co., Ltd.(Company) in Shanghai, PRC, jointly with certain the other shareholder (i.e. Lei Haiyun), and holds 50% of the equity interest of the Company(Equity Interests); Loan Agreement - 3 - B.Now, Party A has provided Party B with a loan to be used for the purposes of acquiring the equity interest of the Company in accordance with thisAgreement. In accordance with the terms and conditions of this Agreement, Party A agrees to provide an interest-free loan in the amount ofRMB5,000,000 (Loan).NOW, THEREFORE, the parties agree as follows:1. DEFINITIONS AND INTERPRETATIONS 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Party means a third party as designated by Party A;Event of Default means an event as described in Article 2.3;Equity OptionAgreement means the Equity Option Agreement to be entered into by and among Party A, Party B and the Company dated onMarch 25, 2017;Equity Pledge Agreement means the Equity Interest Pledge Agreement to be entered into by and between Party A, Party B dated on March 25,2017;Power of Attorney means an irrevocable Power of Attorney issued by Party B conferring all his rights as a shareholder of the Company toParty A or the Designated Party dated on March 25, 2017; Loan Agreement - 4 - Repayment Notice means a written notice from Party A to Party B for purposes of the repayment of the Loan. 1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. Any reference toan Article is to an article of this Agreement. The use of the plural shall include the use of the singular, and vice versa. Unless otherwise indicated, areference to a day, month or year is to a calendar day, month or year. The use of the masculine shall include the use of the feminine, and vice versa.2. LOAN 2.1Amount. Party A has provided to Party B, and Party B has received from Party A, the Loan. The Loan shall be interest free. 2.2Term. The term of the Loan shall continue indefinitely until such time as Party B receives a Repayment Notice and fully repays the Loan, or anEvent of Default occurs unless Party A has sent a notice indicating otherwise within 15 calendar days after it is aware of such event. 2.3Event of Default. For purposes of this Agreement, an Event of Default is deemed to have occurred if any of the following were to apply to Party B: 2.3.1a proceeding is commenced against him under any applicable bankruptcy, insolvency, reorganization, court mediation, or other similarlaw; 2.3.2he makes or attempts to make any fraudulent use or any unauthorized transfer of the Loan or the Equity Interests; Loan Agreement - 5 -  2.3.3he dies or his capacity to perform civil acts is lost or limited; 2.3.4he is charged with a criminal offense; 2.3.5any third party institutes a court action against him claiming over RMB 50,000; 2.3.6Party B breaches any of its covenants or other obligations under this Agreement, and such breach has not been remedied within 15calendar days after receiving Party A’s written notice requiring remedy; 2.3.7the representations and warranties made by Party B prove to be false or misleading in any material respect; 2.3.8any indebtedness, guarantee or other obligation of Party B, whether pursuant to a contract or otherwise, (i) is accelerated as a result of adefault thereunder and is required to be repaid or performed prior to the scheduled date; or (ii) has become due and is not repaid orperformed as scheduled and thereby causes Party A to regard Party B’s capacity to perform the obligations specified herein as havingbeen adversely affected; 2.3.9Party B is incapable of repaying his debts as they become due; 2.3.10the Agreement is illegal as a result of any applicable laws or Party B is restricted from continuing to perform its obligations as specifiedherein; Loan Agreement - 6 -  2.3.11any approval, permits, licenses or authorization from any applicable governmental entity (and registration or filing procedure) requiredfor the Company to provide value added telecommunications services in respect of its information services business via the Internet inthe PRC are withdrawn, suspended, invalidated or materially amended; 2.3.12any approval, permits, licenses or authorization from any applicable government authority required to perform this Agreement or makethis Agreement enforceable, legal and valid are withdrawn, suspended, invalidated or materially amended; 2.3.13any property owned by Party B is altered or damaged and thereby causes Party A to deem that the capability of Party B to perform theobligations stated herein have been adversely affected; or 2.3.14Party B defaults under either of the Equity Pledge Agreement or the Equity Option Agreement. 2.4Repayment Date. Unless otherwise agreed by Party A in writing, the Loan borrowed by Party B, any portion of the Loan and any other payment inarrears, if applicable, under this Agreement shall become due and payable five Business Days after Party A gives written notice to Party Bdemanding repayment in accordance with Article 6.1 (Repayment Date). Without Party A’s express prior written consent, the Loan shall not berepaid and shall continue indefinitely until the Repayment Date. Loan Agreement - 7 - 2.5Form of Repayment. Unless agreed by the Parties in writing, the Loan may only be repaid in the form specified in Article 6. 2.6Purpose of Loan. Party B has accepted the Loan provided by Party A and hereby agrees and covenants that the Loan shall be used only to acquirethe equity interest of the Company. Without Party A’s prior written consent, Party B shall not use the Loan for any other purpose, or sell, assign,transfer, pledge or otherwise dispose of any legal rights or benefits in connection with, or create any security interest over, the Equity Interest to anythird party.3 CONDITIONS PRECEDENTDrawdown of the Loan by Party B shall, unless specifically waived by Party A in writing, be conditional upon the fulfillment of all of the followingconditions precedent: 3.1Representations and Warranties. All the representations and warranties provided by Party B in Article 4.2 are true, complete and correct, and shallremain true, complete and correct on the date of such drawdown, as if they are provided on such date. 3.2No Breach. Party B shall not have breached any of his undertakings provided in Article 5, and no event which may affect the performance of PartyB’s obligations hereunder shall have occurred or be likely to occur. Loan Agreement - 8 - 4. REPRESENTATIONS AND WARRANTIES 4.1Party A’s Representations and Warranties. Party A represents and warrants as follows: 4.1.1it is a company incorporated and validly existing under the laws of PRC; 4.1.2it has the power to enter into and perform this Agreement, and its execution and performance of this Agreement is in compliance with thebusiness scope of Party A and the provisions of its articles of association or other constituent documents; 4.1.3the execution and performance of this Agreement by it will not result in a breach of any laws, regulations, authorizations, or agreement towhich it is subject; and 4.1.4this Agreement shall constitute its legal, valid, and binding obligations, and is to be enforceable against it. 4.2Party B’s Representations and Warranties. Party B represents and warrants as follows: 4.2.1he has and shall maintain the full power and authority to enter into this Agreement and to perform his obligations hereunder; 4.2.2the execution and performance of this Agreement by himself will not result in a breach of any laws, regulations, authorizations, oragreement to which he is subject; Loan Agreement - 9 -  4.2.3this Agreement shall constitute his legal, valid, and binding obligations, and is to be enforceable against himself; 4.2.4there are no civil, criminal or administrative, claims, actions, suits, investigations or proceedings pending or threatened against himwhich, based on his knowledge, would materially and adversely affect this Agreement and the performance thereof; 4.2.5there is no provision of any agreement, enforceable judgment or order of any court binding on him or affecting his property, which wouldin any way prevent or materially adversely affect his execution or performance of this Agreement; 4.2.6the execution and performance of this Agreement and the realization of Party A’s rights hereunder will not violate any mortgage right,contract, judgment, decree or law that is binding upon him or his assets; 4.2.7with the exception of the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney, he has not: (a) created anypledge, charge or any other security over any of the Equity Interests; (b) offered to transfer any of the Equity Interests to any third party;(c) issued an undertaking to any third party regarding any offer to purchase any of the Equity Interests; or (d) entered into any agreementto transfer any of the Equity Interests to any third party; and Loan Agreement - 10 -  4.2.8no dispute, action, arbitration, administrative procedure or other legal proceeding (potential or actual) regarding himself and/or any ofthe Equity Interests in existence or pending.5. UNDERTAKINGS 5.1Party B’s Undertakings relating to the Company. Party B undertakes to vote his total interest in the Company and to take all other necessaryactions to ensure that the Company: 5.1.1will obtain or complete all the necessary governmental approvals, authorizations, licenses, registrations and filing procedures to own itsassets and to engage in the businesses specified in the operational scope of its business license; 5.1.2will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce itsregistered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any asset, business or legal or beneficial interest,or permit the creation of any other security interest over the same without the prior written consent of Party A; Loan Agreement - 11 -  5.1.4will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; 5.1.5will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any partywithout the prior written consent of Party A; 5.1.6will provide all information relating to its operations and financial affairs to Party A upon the request of Party A; 5.1.7will not merge, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations orincome arises or is likely to arise; 5.1.9will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriatedefenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; Loan Agreement - 12 -  5.1.11will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and thePower of Attorney and shall not cause any act or omission to take place which may impair the validity and enforceability of thosedocuments; and 5.1.12will promptly notify Party A in writing of the occurrence of any event which may materially affect its assets, obligations, rights oroperations. 5.2Undertakings of Party B. Party B further undertakes as follows: 5.2.1he will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any of the Equity Interests, or permit thecreation of any other security interest in the Company without the prior written consent of Party A; 5.2.2he will ensure that the shareholders’ meeting of the Company shall not approve any sale, transfer, pledge or other disposal of the EquityInterests, or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.2.3he will ensure that the shareholders’ meeting of the Company shall decide on any matter only with the prior written instruction of PartyA; 5.2.4he will notify Party A immediately if and when any legal action, arbitration, or administrative procedure relating to the Equity Interestsarises or is likely to arise; Loan Agreement - 13 -  5.2.5he will enter into all necessary or appropriate agreements, take all necessary or appropriate actions, file all necessary or appropriate andmake all necessary or appropriate defenses for the purpose of maintaining ownership of the Equity Interests at the instruction of Party A; 5.2.6he will not cause any actions and/or omissions which may materially and adversely affect the assets, operations or liability of theCompany without the prior written consent of Party A; 5.2.7he will, upon the request of Party A, appoint any person nominated by Party A as a director of the Company; 5.2.8in the event that the Party A or the Designated Party purchases the Equity Interests pursuant to the Equity Option Agreement, he shallapply the proceeds therefrom to repay the Loan to Party A; 5.2.9he will promptly notify Party A in writing of the occurrence of any event which may materially affect his assets, obligations, rights oroperations; 5.2.10he shall issue the Power of Attorney simultaneously when entering into this Agreement; Loan Agreement - 14 -  5.2.11the Equity Option Agreement shall be validly executed, pursuant to which Party B shall grant Party A or the Designated Party with anexclusive option to purchase the Equity Interests, to the extent permitted under PRC law; 5.2.12the Equity Pledge Agreement, the Equity Option Agreement, and the Power of Attorney shall be in full effect and free of default, and allrelevant filing or registrations procedures, approvals, and governmental proceedings shall have been obtained or completed; 5.2.13he will strictly observe all the provisions and perform all of his obligations under this Agreement, the Equity Pledge Agreement and theEquity Option Agreement, causing no actions nor failing to take any actions that may impair the validity or enforceability of thisAgreement, the Equity Pledge Agreement or the Equity Option Agreement; 5.2.14he shall maintain as strictly confidential the existence and provisions of this Agreement, as well as any correspondence, resolutions,ancillary agreements and any other documentation associated herewith; and 5.2.15he will not be entitled to any dividend or profit distribution of the Company and will not request or receive any of the same without theprior written consent of Party A. If such dividends or other distributions are distributed to him from the Company, he will immediatelyand unconditionally pay or transfer to Party A any such dividends or other distributions in whatsoever form obtained from the Companyas a shareholder of the Company at the time such payables arise, after having deducted and paid any and all relevant taxes and expensesapplicable as a result of his receipt of such dividends or other distributions. Loan Agreement - 15 - 6 ENFORCEMENT 6.1Repayment of Loan. 6.1.1Upon the occurrence of either an Event of Default or a decision by Party A, in its sole discretion, to demand repayment of the Loan or anyportion of the Loan, Party A may at its discretion issue a notice (Repayment Notice) to Party B requiring repayment of the Loan or anyportion of the Loan and any other payment in arrears under this Agreement. 6.1.2Party B shall repay the Loan by transferring the Equity Interest to Party A or the Designated Party, as directed by Party A, by signing anddelivering an agreement for the transfer of the Equity Interest satisfactory to the Party A from the form to the substance. 6.1.3If Party B fails to comply with its repayment obligations under this Agreement, late payment interest shall be assessed at the rate of 0.3%per day upon the outstanding amount of the Loan and shall be payable from the Repayment Date until the date on which the totalamount of the overdue loan, overdue interest and other monies payable to Party A are fully settled. Loan Agreement - 16 - 6.2Notification. Party B shall immediately notify Party A in writing of the occurrence of any event set forth in Article 2.3 or any circumstance whichmay lead to the occurrence of any such event as soon as Party B knows or is aware of such event or circumstance.7 CONFIDENTIALITY 7.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all information relating to or arisen from this Agreement,or made available under this Agreement to a party or any associate thereof (Confidential Information). Without the prior written consent of theother party, no party shall disclose any Confidential Information to any third party unless the disclosure is required by law or by enforceable ordersof the court or related government departments. Under such circumstances, the party required to disclose the Confidential Information shall notifythe other party immediately, take all possible measures to minimize the disclosure, and notify the persons to whom information is being disclosed ofthe confidentiality obligation. Notwithstanding anything to the contrary above, Party A shall have the full right to disclose any ConfidentialInformation to its shareholders, affiliates or professional advisors. Loan Agreement - 17 - 7.2Obligations upon Termination. Upon termination of this Agreement, either party shall, at the request of the other party, return any document,material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, such document, material,database, equipment, or software cannot be returned, either party shall destroy all the Confidential Information belonging to the other party anddelete such Confidential Information from any memory devices. No party shall be permitted to continue using the Confidential Information in anyway after the termination of this Agreement. 7.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive the termination ofthis Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of this Agreement by any party.8 DISPUTE RESOLUTION 8.1Governing Law. This Agreement shall be governed by the laws of the PRC. 8.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolve suchdispute through friendly consultation or mediation. Loan Agreement - 18 - 8.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the China InternationalEconomic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with the CIETAC’s rules in effect atthe time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitration shall be Chinese. The tribunal shallconsist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost of arbitration shall be allocated as determined by thearbitrators.9 INDEMNITYParty A agrees to indemnify and hold harmless Party B for any damages, fines or penalties solely incurred in his capacity as a shareholder or any otherpositions (including, without limitation, those of legal representative and director) directly as a result of the establishment of the Company and the operationof the Company’s business in contravention of PRC law; provided, however, that in no instance will Party A provide such indemnification if Party B hasengaged in fraud or willful misconduct or has breached or is in breach of this Agreement.10 MISCELLANEOUS 10.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail ortelecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given or made shall beconfirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given or made; (b) for noticesdelivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) or the 4th day of the delivery dateto an internationally certified delivery institution shall be deemed as having been duly given or made; and (c) for notices by telecopy, the receiptdate showed on the delivery confirming paper of the relevant document shall be deemed as having been duly given or made. Loan Agreement - 19 - Party A : Beijing Cheerbright Technologies Co., Ltd.Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86-10-59857001Attn : Lu MinParty B Lu MinAddress : Room 901, No. 6, Dehua Street, Xingang West Road, Haizhu District, GuangzhouTel : +*************Attn : Lu Min 10.2Entire Agreement. This Agreement, the Exclusive Technical Consulting and Services Agreement, the Equity Pledge Agreement, the Equity OptionAgreement, and the Power of Attorney from Party B to Party A in favor of Party A shall constitute the entire agreement among the parties in respectof the subject matter hereof and shall supersede any previous discussions, negotiations and agreements related thereto. Loan Agreement - 20 - 10.3Amendment. Without the prior written consent of Party A, Party B shall not amend this Agreement. If required by law, the parties shall obtain allrequisite approvals from the relevant authorities to give effect to the amendment. 10.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of either party to exercise any right, authority orprivilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shall any single or partialexercise of any right, authority or privilege preclude any other future exercise thereof. 10.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall not affect thevalidity or enforceability of any other provision of this agreement. 10.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. 10.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties (naturalperson or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rights and obligations hereinof Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights and obligations under this Agreement, atthe request of Party A, Party B shall execute the relevant agreements and/or documents with respect to such transfer or assignment. Party B shall notassign any of its rights or obligations hereunder without the prior written consent of the Party A. Loan Agreement - 21 - 10.8Effectiveness: This Agreement shall be effective upon its signing by all the parties or their respective authorized representative and shall be deemedterminated as of the date when the Loan has been repaid in full. 10.9Language and Counterparts. This Agreement is prepared in 2 sets of originals both in English and Chinese. Each party shall hold 1 set. Chinesearticles shall prevail over English articles in case of any inconsistency.[The space below has been intentionally left blank.] Loan Agreement - 22 - IN WITNESS WHEREOF, each of the parties hereto has duly executed or has caused this Agreement to be duly executed in its name and on its behalf bythe officer or representative duly authorized, on the day and year first above written. Party A: Beijing Cheerbright Technologies Co., Ltd./s/ Lu MinName: /Lu Min/Title: Legal RepresentativeParty B: Lu Min/s/ Lu Min Loan Agreement Exhibit 4.22 Loan Agreement BetweenBeijing Cheerbright Technologies Co., Ltd.andLei HaiyunMARCH 25, 2017TABLE OF CONTENTS ARTICLE PAGE 1. DEFINITIONS AND INTERPRETATIONS 4 2. LOAN 5 3. CONDITIONS PRECEDENT 8 4. REPRESENTATIONS AND WARRANTIES 8 5. UNDERTAKINGS 11 6. ENFORCEMENT 16 7. CONFIDENTIALITY 17 8. DISPUTE RESOLUTION 18 9. indemnity 19 10. MISCELLANEOUS 19 Loan Agreement - 2 - THIS LOAN AGREEMENT (Agreement) is entered into on March 25, 2017 in Beijing, People’s Republic of China (PRC)by and between (1)Beijing Cheerbright Technologies Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the law of the PRC, withits registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and (2)Lei Haiyun, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 202, No. 32, 1800Dongfang Road, Pudong District, Shanghai (Party B).Recitals A.Party B acquired the equity interest of a PRC domestically funded limited company named Shanghai You Che You Jia Advertising Co., Ltd.(Company) in Shanghai, PRC, jointly with the other shareholder (i.e. Lu Min), and holds 50% of the equity interest of the Company (EquityInterests); Loan Agreement - 3 - B.Now, Party A has provided Party B with a loan to be used for the purposes of acquiring the equity interest of the Company in accordance with thisAgreement. In accordance with the terms and conditions of this Agreement, Party A agrees to provide an interest-free loan in the amount ofRMB5,000,000 (Loan).NOW, THEREFORE, the parties agree as follows:1. DEFINITIONS AND INTERPRETATIONS 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Party means a third party as designated by Party A;Event of Default means an event as described in Article 2.3;Equity OptionAgreement means the Equity Option Agreement to be entered into by and among Party A, Party B and the Company dated onMarch 25, 2017;Equity Pledge Agreement means the Equity Interest Pledge Agreement to be entered into by and between Party A, Party B dated on March 25,2017;Power of Attorney means an irrevocable Power of Attorney issued by Party B conferring all his rights as a shareholder of the Company toParty A or the Designated Party dated on March 25, 2017;Repayment Notice means a written notice from Party A to Party B for purposes of the repayment of the Loan. Loan Agreement - 4 - 1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. Any reference toan Article is to an article of this Agreement. The use of the plural shall include the use of the singular, and vice versa. Unless otherwise indicated, areference to a day, month or year is to a calendar day, month or year. The use of the masculine shall include the use of the feminine, and vice versa.2. LOAN 2.1Amount. Party A has provided to Party B, and Party B has received from Party A, the Loan. The Loan shall be interest free. 2.2Term. The term of the Loan shall continue indefinitely until such time as Party B receives a Repayment Notice and fully repays the Loan, or anEvent of Default occurs unless Party A has sent a notice indicating otherwise within 15 calendar days after it is aware of such event. 2.3Event of Default. For purposes of this Agreement, an Event of Default is deemed to have occurred if any of the following were to apply to Party B: 2.3.1a proceeding is commenced against him under any applicable bankruptcy, insolvency, reorganization, court mediation, or other similarlaw; 2.3.2he makes or attempts to make any fraudulent use or any unauthorized transfer of the Loan or the Equity Interests; Loan Agreement - 5 -  2.3.3he dies or his capacity to perform civil acts is lost or limited; 2.3.4he is charged with a criminal offense; 2.3.5any third party institutes a court action against him claiming over RMB 50,000; 2.3.6Party B breaches any of its covenants or other obligations under this Agreement, and such breach has not been remedied within 15calendar days after receiving Party A’s written notice requiring remedy; 2.3.7the representations and warranties made by Party B prove to be false or misleading in any material respect; 2.3.8any indebtedness, guarantee or other obligation of Party B, whether pursuant to a contract or otherwise, (i) is accelerated as a result of adefault thereunder and is required to be repaid or performed prior to the scheduled date; or (ii) has become due and is not repaid orperformed as scheduled and thereby causes Party A to regard Party B’s capacity to perform the obligations specified herein as havingbeen adversely affected; 2.3.9Party B is incapable of repaying his debts as they become due; 2.3.10the Agreement is illegal as a result of any applicable laws or Party B is restricted from continuing to perform its obligations as specifiedherein; Loan Agreement - 6 -  2.3.11any approval, permits, licenses or authorization from any applicable governmental entity (and registration or filing procedure) requiredfor the Company to provide value added telecommunications services in respect of its information services business via the Internet inthe PRC are withdrawn, suspended, invalidated or materially amended; 2.3.12any approval, permits, licenses or authorization from any applicable government authority required to perform this Agreement or makethis Agreement enforceable, legal and valid are withdrawn, suspended, invalidated or materially amended; 2.3.13any property owned by Party B is altered or damaged and thereby causes Party A to deem that the capability of Party B to perform theobligations stated herein have been adversely affected; or 2.3.14Party B defaults under either of the Equity Pledge Agreement or the Equity Option Agreement. 2.4Repayment Date. Unless otherwise agreed by Party A in writing, the Loan borrowed by Party B, any portion of the Loan and any other payment inarrears, if applicable, under this Agreement shall become due and payable five Business Days after Party A gives written notice to Party Bdemanding repayment in accordance with Article 6.1 (Repayment Date). Without Party A’s express prior written consent, the Loan shall not berepaid and shall continue indefinitely until the Repayment Date. Loan Agreement - 7 - 2.5Form of Repayment. Unless agreed by the Parties in writing, the Loan may only be repaid in the form specified in Article 6. 2.6Purpose of Loan. Party B has accepted the Loan provided by Party A and hereby agrees and covenants that the Loan shall be used only to acquirethe equity interest of the Company. Without Party A’s prior written consent, Party B shall not use the Loan for any other purpose, or sell, assign,transfer, pledge or otherwise dispose of any legal rights or benefits in connection with, or create any security interest over, the Equity Interest to anythird party.3 CONDITIONS PRECEDENTDrawdown of the Loan by Party B shall, unless specifically waived by Party A in writing, be conditional upon the fulfillment of all of the followingconditions precedent: 3.1Representations and Warranties. All the representations and warranties provided by Party B in Article 4.2 are true, complete and correct, and shallremain true, complete and correct on the date of such drawdown, as if they are provided on such date. 3.2No Breach. Party B shall not have breached any of his undertakings provided in Article 5, and no event which may affect the performance of PartyB’s obligations hereunder shall have occurred or be likely to occur.4. REPRESENTATIONS AND WARRANTIES 4.1Party A’s Representations and Warranties. Party A represents and warrants as follows: 4.1.1it is a company incorporated and validly existing under the laws of PRC; Loan Agreement - 8 -  4.1.2it has the power to enter into and perform this Agreement, and its execution and performance of this Agreement is in compliance with thebusiness scope of Party A and the provisions of its articles of association or other constituent documents; 4.1.3the execution and performance of this Agreement by it will not result in a breach of any laws, regulations, authorizations, or agreement towhich it is subject; and 4.1.4this Agreement shall constitute its legal, valid, and binding obligations, and is to be enforceable against it. 4.2Party B’s Representations and Warranties. Party B represents and warrants as follows: 4.2.1he has and shall maintain the full power and authority to enter into this Agreement and to perform his obligations hereunder; 4.2.2the execution and performance of this Agreement by himself will not result in a breach of any laws, regulations, authorizations, oragreement to which he is subject; 4.2.3this Agreement shall constitute his legal, valid, and binding obligations, and is to be enforceable against himself; Loan Agreement - 9 -  4.2.4there are no civil, criminal or administrative, claims, actions, suits, investigations or proceedings pending or threatened against himwhich, based on his knowledge, would materially and adversely affect this Agreement and the performance thereof; 4.2.5there is no provision of any agreement, enforceable judgment or order of any court binding on him or affecting his property, which wouldin any way prevent or materially adversely affect his execution or performance of this Agreement; 4.2.6the execution and performance of this Agreement and the realization of Party A’s rights hereunder will not violate any mortgage right,contract, judgment, decree or law that is binding upon him or his assets; 4.2.7with the exception of the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney, he has not: (a) created anypledge, charge or any other security over any of the Equity Interests; (b) offered to transfer any of the Equity Interests to any third party;(c) issued an undertaking to any third party regarding any offer to purchase any of the Equity Interests; or (d) entered into any agreementto transfer any of the Equity Interests to any third party; and 4.2.8no dispute, action, arbitration, administrative procedure or other legal proceeding (potential or actual) regarding himself and/or any ofthe Equity Interests in existence or pending. Loan Agreement - 10 - 5. UNDERTAKINGS 5.1Party B’s Undertakings relating to the Company. Party B undertakes to vote his total interest in the Company and to take all other necessaryactions to ensure that the Company: 5.1.1will obtain or complete all the necessary governmental approvals, authorizations, licenses, registrations and filing procedures to own itsassets and to engage in the businesses specified in the operational scope of its business license; 5.1.2will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce itsregistered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any asset, business or legal or beneficial interest,or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.1.4will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; Loan Agreement - 11 -  5.1.5will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any partywithout the prior written consent of Party A; 5.1.6will provide all information relating to its operations and financial affairs to Party A upon the request of Party A; 5.1.7will not merge, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations orincome arises or is likely to arise; 5.1.9will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriatedefenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and thePower of Attorney and shall not cause any act or omission to take place which may impair the validity and enforceability of thosedocuments; and Loan Agreement - 12 -  5.1.12will promptly notify Party A in writing of the occurrence of any event which may materially affect its assets, obligations, rights oroperations. 5.2Undertakings of Party B. Party B further undertakes as follows: 5.2.1he will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any of the Equity Interests, or permit thecreation of any other security interest in the Company without the prior written consent of Party A; 5.2.2he will ensure that the shareholders’ meeting of the Company shall not approve any sale, transfer, pledge or other disposal of the EquityInterests, or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.2.3he will ensure that the shareholders’ meeting of the Company shall decide on any matter only with the prior written instruction of PartyA; 5.2.4he will notify Party A immediately if and when any legal action, arbitration, or administrative procedure relating to the Equity Interestsarises or is likely to arise; 5.2.5he will enter into all necessary or appropriate agreements, take all necessary or appropriate actions, file all necessary or appropriate andmake all necessary or appropriate defenses for the purpose of maintaining ownership of the Equity Interests at the instruction of Party A; Loan Agreement - 13 -  5.2.6he will not cause any actions and/or omissions which may materially and adversely affect the assets, operations or liability of theCompany without the prior written consent of Party A; 5.2.7he will, upon the request of Party A, appoint any person nominated by Party A as a director of the Company; 5.2.8in the event that the Party A or the Designated Party purchases the Equity Interests pursuant to the Equity Option Agreement, he shallapply the proceeds therefrom to repay the Loan to Party A; 5.2.9he will promptly notify Party A in writing of the occurrence of any event which may materially affect his assets, obligations, rights oroperations; 5.2.10he shall issue the Power of Attorney simultaneously when entering into this Agreement; 5.2.11the Equity Option Agreement shall be validly executed, pursuant to which Party B shall grant Party A or the Designated Party with anexclusive option to purchase the Equity Interests, to the extent permitted under PRC law; Loan Agreement - 14 -  5.2.12the Equity Pledge Agreement, the Equity Option Agreement, and the Power of Attorney shall be in full effect and free of default, and allrelevant filing or registrations procedures, approvals, and governmental proceedings shall have been obtained or completed; 5.2.13he will strictly observe all the provisions and perform all of his obligations under this Agreement, the Equity Pledge Agreement and theEquity Option Agreement, causing no actions nor failing to take any actions that may impair the validity or enforceability of thisAgreement, the Equity Pledge Agreement or the Equity Option Agreement; 5.2.14he shall maintain as strictly confidential the existence and provisions of this Agreement, as well as any correspondence, resolutions,ancillary agreements and any other documentation associated herewith; and 5.2.15he will not be entitled to any dividend or profit distribution of the Company and will not request or receive any of the same without theprior written consent of Party A. If such dividends or other distributions are distributed to him from the Company, he will immediatelyand unconditionally pay or transfer to Party A any such dividends or other distributions in whatsoever form obtained from the Companyas a shareholder of the Company at the time such payables arise, after having deducted and paid any and all relevant taxes and expensesapplicable as a result of his receipt of such dividends or other distributions. Loan Agreement - 15 - 6 ENFORCEMENT 6.1Repayment of Loan. 6.1.1Upon the occurrence of either an Event of Default or a decision by Party A, in its sole discretion, to demand repayment of the Loan or anyportion of the Loan, Party A may at its discretion issue a notice (Repayment Notice) to Party B requiring repayment of the Loan or anyportion of the Loan and any other payment in arrears under this Agreement. 6.1.2Party B shall repay the Loan by transferring the Equity Interest to Party A or the Designated Party, as directed by Party A, by signing anddelivering an agreement for the transfer of the Equity Interest satisfactory to the Party A from the form to the substance. 6.1.3If Party B fails to comply with its repayment obligations under this Agreement, late payment interest shall be assessed at the rate of 0.3%per day upon the outstanding amount of the Loan and shall be payable from the Repayment Date until the date on which the totalamount of the overdue loan, overdue interest and other monies payable to Party A are fully settled. 6.2Notification. Party B shall immediately notify Party A in writing of the occurrence of any event set forth in Article 2.3 or any circumstance whichmay lead to the occurrence of any such event as soon as Party B knows or is aware of such event or circumstance. Loan Agreement - 16 - 7 CONFIDENTIALITY 7.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all information relating to or arisen from this Agreement,or made available under this Agreement to a party or any associate thereof (Confidential Information). Without the prior written consent of theother party, no party shall disclose any Confidential Information to any third party unless the disclosure is required by law or by enforceable ordersof the court or related government departments. Under such circumstances, the party required to disclose the Confidential Information shall notifythe other party immediately, take all possible measures to minimize the disclosure, and notify the persons to whom information is being disclosed ofthe confidentiality obligation. Notwithstanding anything to the contrary above, Party A shall have the full right to disclose any ConfidentialInformation to its shareholders, affiliates or professional advisors. 7.2Obligations upon Termination. Upon termination of this Agreement, either party shall, at the request of the other party, return any document,material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, such document, material,database, equipment, or software cannot be returned, either party shall destroy all the Confidential Information belonging to the other party anddelete such Confidential Information from any memory devices. No party shall be permitted to continue using the Confidential Information in anyway after the termination of this Agreement. Loan Agreement - 17 - 7.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive the termination ofthis Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of this Agreement by any party.8 DISPUTE RESOLUTION 8.1Governing Law. This Agreement shall be governed by the laws of the PRC. 8.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolve suchdispute through friendly consultation or mediation. 8.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the China InternationalEconomic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with the CIETAC’s rules in effectat the time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitration shall be Chinese. The tribunal shallconsist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost of arbitration shall be allocated as determined by thearbitrators. Loan Agreement - 18 - 9 INDEMNITYParty A agrees to indemnify and hold harmless Party B for any damages, fines or penalties solely incurred in his capacity as a shareholder or any otherpositions (including, without limitation, those of legal representative and director) directly as a result of the establishment of the Company and the operationof the Company’s business in contravention of PRC law; provided, however, that in no instance will Party A provide such indemnification if Party B hasengaged in fraud or willful misconduct or has breached or is in breach of this Agreement.10 MISCELLANEOUS 10.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail ortelecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given or made shall beconfirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given or made; (b) for noticesdelivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) or the 4th day of the delivery dateto an internationally certified delivery institution shall be deemed as having been duly given or made; and (c) for notices by telecopy, the receiptdate showed on the delivery confirming paper of the relevant document shall be deemed as having been duly given or made. Loan Agreement - 19 - Party A : Beijing Cheerbright Technologies Co., Ltd.Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86-10-59857001Attn : Lu MinParty B : Lei HaiyunAddress : Room 202, No. 32, 1800 Dongfang Road, Pudong District, ShanghaiTel : +*************Attn : Lei Haiyun 10.2Entire Agreement. This Agreement, the Exclusive Technical Consulting and Services Agreement, the Equity Pledge Agreement, the Equity OptionAgreement, and the Power of Attorney from Party B to Party A in favor of Party A shall constitute the entire agreement among the parties in respectof the subject matter hereof and shall supersede any previous discussions, negotiations and agreements related thereto. Loan Agreement - 20 - 10.3Amendment. Without the prior written consent of Party A, Party B shall not amend this Agreement. If required by law, the parties shall obtain allrequisite approvals from the relevant authorities to give effect to the amendment. 10.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of either party to exercise any right, authority orprivilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shall any single or partialexercise of any right, authority or privilege preclude any other future exercise thereof. 10.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall not affect thevalidity or enforceability of any other provision of this agreement. 10.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. 10.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties (naturalperson or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rights and obligations hereinof Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights and obligations under this Agreement, atthe request of Party A, Party B shall execute the relevant agreements and/or documents with respect to such transfer or assignment. Party B shall notassign any of its rights or obligations hereunder without the prior written consent of the Party A. Loan Agreement - 21 - 10.8Effectiveness: This Agreement shall be effective upon its signing by all the parties or their respective authorized representative and shall be deemedterminated as of the date when the Loan has been repaid in full. 10.9Language and Counterparts. This Agreement is prepared in 2 sets of originals both in English and Chinese. Each party shall hold 1 set. Chinesearticles shall prevail over English articles in case of any inconsistency.[The space below has been intentionally left blank.] Loan Agreement - 22 - IN WITNESS WHEREOF, each of the parties hereto has duly executed or has caused this Agreement to be duly executed in its name and on its behalf bythe officer or representative duly authorized, on the day and year first above written. Party A: Beijing Cheerbright Technologies Co., Ltd./s/ Lu MinName: /Lu Min/Title: Legal RepresentativeParty B: Lei Haiyun/s/ Lei Haiyun Loan Agreement Exhibit 4.23 Loan Agreement BetweenBeijing Cheerbright Technologies Co., Ltd.andLu MinMARCH 25, 2017TABLE OF CONTENTS ARTICLE PAGE 1. DEFINITIONS AND INTERPRETATIONS 4 2. LOAN 5 3 CONDITIONS PRECEDENT 8 4. REPRESENTATIONS AND WARRANTIES 8 5. UNDERTAKINGS 10 6 ENFORCEMENT 14 7 CONFIDENTIALITY 15 8 DISPUTE RESOLUTION 16 9 Indemnity 17 10 MISCELLANEOUS 17 Loan Agreement - 2 - THIS LOAN AGREEMENT (Agreement) is entered into on March 25, 2017 in Beijing, People’s Republic of China (PRC)by and between (1)Beijing Cheerbright Technologies Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the law of the PRC,with its registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and (2)Lu Min, a PRC citizen, holder of identification card number, whose residential address is at Room 901, No. 6, Dehua Street, Xingang West Road,Haizhu District, Guangzhou.;Recitals A.Party B acquired the equity interest of a PRC domestically funded limited company named Beijing Autohome Information Technology Co., Ltd.(Company) in Beijing, PRC, jointly with the other shareholder (i.e. Lei Haiyun), and holds 50% of the equity interest of the Company (EquityInterests); B.Now, Party A has provided Party B with a loan to be used for the purposes of acquiring the equity interest of the Company in accordance with thisAgreement. In accordance with the terms and conditions of this Agreement, Party A agrees to provide an interest-free loan in the amount ofRMB5,000,000 (Loan). Loan Agreement - 3 - NOW, THEREFORE, the parties agree as follows:1.DEFINITIONS AND INTERPRETATIONS 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Party means a third party as designated by Party A;Event of Default means an event as described in Article 2.3;Equity OptionAgreement means the Equity Option Agreement to be entered into by and among Party A, Party B and the Company dated onMarch 25, 2017;Equity Pledge Agreement means the Equity Interest Pledge Agreement to be entered into by and between Party A, Party B dated on March 25,2017;Power of Attorney means an irrevocable Power of Attorney issued by Party B conferring all his rights as a shareholder of the Company toParty A or the Designated Party dated on March 25, 2017;Repayment Notice means a written notice from Party A to Party B for purposes of the repayment of the Loan. Loan Agreement - 4 - 1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. Any reference toan Article is to an article of this Agreement. The use of the plural shall include the use of the singular, and vice versa. Unless otherwise indicated, areference to a day, month or year is to a calendar day, month or year. The use of the masculine shall include the use of the feminine, and vice versa.2.LOAN 2.1Amount. Party A has provided to Party B, and Party B has received from Party A, the Loan. The Loan shall be interest free. 2.2Term. The term of the Loan shall continue indefinitely until such time as Party B receives a Repayment Notice and fully repays the Loan, or anEvent of Default occurs unless Party A has sent a notice indicating otherwise within 15 calendar days after it is aware of such event. 2.3Event of Default. For purposes of this Agreement, an Event of Default is deemed to have occurred if any of the following were to apply to Party B: 2.3.1a proceeding is commenced against him under any applicable bankruptcy, insolvency, reorganization, court mediation, or other similarlaw; 2.3.2he makes or attempts to make any fraudulent use or any unauthorized transfer of the Loan or the Equity Interests; 2.3.3he dies or his capacity to perform civil acts is lost or limited; 2.3.4he is charged with a criminal offense; 2.3.5any third party institutes a court action against him claiming over RMB 50,000; Loan Agreement - 5 -  2.3.6Party B breaches any of its covenants or other obligations under this Agreement, and such breach has not been remedied within 15calendar days after receiving Party A’s written notice requiring remedy; 2.3.7the representations and warranties made by Party B prove to be false or misleading in any material respect; 2.3.8any indebtedness, guarantee or other obligation of Party B, whether pursuant to a contract or otherwise, (i) is accelerated as a result of adefault thereunder and is required to be repaid or performed prior to the scheduled date; or (ii) has become due and is not repaid orperformed as scheduled and thereby causes Party A to regard Party B’s capacity to perform the obligations specified herein as havingbeen adversely affected; 2.3.9Party B is incapable of repaying his debts as they become due; 2.3.10the Agreement is illegal as a result of any applicable laws or Party B is restricted from continuing to perform its obligations as specifiedherein; 2.3.11any approval, permits, licenses or authorization from any applicable governmental entity (and registration or filing procedure) requiredfor the Company to provide value added telecommunications services in respect of its information services business via the Internet inthe PRC are withdrawn, suspended, invalidated or materially amended; 2.3.12any approval, permits, licenses or authorization from any applicable government authority required to perform this Agreement or makethis Agreement enforceable, legal and valid are withdrawn, suspended, invalidated or materially amended; Loan Agreement - 6 -  2.3.13any property owned by Party B is altered or damaged and thereby causes Party A to deem that the capability of Party B to perform theobligations stated herein have been adversely affected; or 2.3.14Party B defaults under either of the Equity Pledge Agreement or the Equity Option Agreement. 2.4Repayment Date. Unless otherwise agreed by Party A in writing, the Loan borrowed by Party B, any portion of the Loan and any other payment inarrears, if applicable, under this Agreement shall become due and payable five Business Days after Party A gives written notice to Party Bdemanding repayment in accordance with Article 6.1 (Repayment Date). Without Party A’s express prior written consent, the Loan shall not berepaid and shall continue indefinitely until the Repayment Date. 2.5Form of Repayment. Unless agreed by the Parties in writing, the Loan may only be repaid in the form specified in Article 6. 2.6Purpose of Loan. Party B has accepted the Loan provided by Party A and hereby agrees and covenants that the Loan shall be used only to acquirethe equity interest of the Company. Without Party A’s prior written consent, Party B shall not use the Loan for any other purpose, or sell, assign,transfer, pledge or otherwise dispose of any legal rights or benefits in connection with, or create any security interest over, the Equity Interest to anythird party. Loan Agreement - 7 - 3CONDITIONS PRECEDENTDrawdown of the Loan by Party B shall, unless specifically waived by Party A in writing, be conditional upon the fulfillment of all of the followingconditions precedent: 3.1Representations and Warranties. All the representations and warranties provided by Party B in Article 4.2 are true, complete and correct, and shallremain true, complete and correct on the date of such drawdown, as if they are provided on such date. 3.2No Breach. Party B shall not have breached any of his undertakings provided in Article 5, and no event which may affect the performance of PartyB’s obligations hereunder shall have occurred or be likely to occur.4.REPRESENTATIONS AND WARRANTIES 4.1Party A’s Representations and Warranties. Party A represents and warrants as follows: 4.1.1it is a company incorporated and validly existing under the laws of PRC; 4.1.2it has the power to enter into and perform this Agreement, and its execution and performance of this Agreement is in compliance with thebusiness scope of Party A and the provisions of its articles of association or other constituent documents; 4.1.3the execution and performance of this Agreement by it will not result in a breach of any laws, regulations, authorizations, or agreement towhich it is subject; and 4.1.4this Agreement shall constitute its legal, valid, and binding obligations, and is to be enforceable against it. Loan Agreement - 8 - 4.2Party B’s Representations and Warranties. Party B represents and warrants as follows: 4.2.1he has and shall maintain the full power and authority to enter into this Agreement and to perform his obligations hereunder; 4.2.2the execution and performance of this Agreement by himself will not result in a breach of any laws, regulations, authorizations, oragreement to which he is subject; 4.2.3this Agreement shall constitute his legal, valid, and binding obligations, and is to be enforceable against himself; 4.2.4there are no civil, criminal or administrative, claims, actions, suits, investigations or proceedings pending or threatened against himwhich, based on his knowledge, would materially and adversely affect this Agreement and the performance thereof; 4.2.5there is no provision of any agreement, enforceable judgment or order of any court binding on him or affecting his property, which wouldin any way prevent or materially adversely affect his execution or performance of this Agreement; 4.2.6the execution and performance of this Agreement and the realization of Party A’s rights hereunder will not violate any mortgage right,contract, judgment, decree or law that is binding upon him or his assets; Loan Agreement - 9 -  4.2.7with the exception of the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney, he has not: (a) created anypledge, charge or any other security over any of the Equity Interests; (b) offered to transfer any of the Equity Interests to any third party;(c) issued an undertaking to any third party regarding any offer to purchase any of the Equity Interests; or (d) entered into any agreementto transfer any of the Equity Interests to any third party; and 4.2.8no dispute, action, arbitration, administrative procedure or other legal proceeding (potential or actual) regarding himself and/or any ofthe Equity Interests in existence or pending.5.UNDERTAKINGS 5.1Party B’s Undertakings relating to the Company. Party B undertakes to vote his total interest in the Company and to take all other necessaryactions to ensure that the Company: 5.1.1will obtain or complete all the necessary governmental approvals, authorizations, licenses, registrations and filing procedures to own itsassets and to engage in the businesses specified in the operational scope of its business license; 5.1.2will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce itsregistered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any asset, business or legal or beneficial interest,or permit the creation of any other security interest over the same without the prior written consent of Party A; Loan Agreement - 10 -  5.1.4will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; 5.1.5will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any partywithout the prior written consent of Party A; 5.1.6will provide all information relating to its operations and financial affairs to Party A upon the request of Party A; 5.1.7will not merge, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations orincome arises or is likely to arise; 5.1.9will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriatedefenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and thePower of Attorney and shall not cause any act or omission to take place which may impair the validity and enforceability of thosedocuments; and Loan Agreement - 11 -  5.1.12will promptly notify Party A in writing of the occurrence of any event which may materially affect its assets, obligations, rights oroperations. 5.2Undertakings of Party B. Party B further undertakes as follows: 5.2.1he will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any of the Equity Interests, or permit thecreation of any other security interest in the Company without the prior written consent of Party A; 5.2.2he will ensure that the shareholders’ meeting of the Company shall not approve any sale, transfer, pledge or other disposal of the EquityInterests, or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.2.3he will ensure that the shareholders’ meeting of the Company shall decide on any matter only with the prior written instruction of PartyA; 5.2.4he will notify Party A immediately if and when any legal action, arbitration, or administrative procedure relating to the Equity Interestsarises or is likely to arise; 5.2.5he will enter into all necessary or appropriate agreements, take all necessary or appropriate actions, file all necessary or appropriate andmake all necessary or appropriate defenses for the purpose of maintaining ownership of the Equity Interests at the instruction of Party A; Loan Agreement - 12 -  5.2.6he will not cause any actions and/or omissions which may materially and adversely affect the assets, operations or liability of theCompany without the prior written consent of Party A; 5.2.7he will, upon the request of Party A, appoint any person nominated by Party A as a director of the Company; 5.2.8in the event that the Party A or the Designated Party purchases the Equity Interests pursuant to the Equity Option Agreement, he shallapply the proceeds therefrom to repay the Loan to Party A; 5.2.9he will promptly notify Party A in writing of the occurrence of any event which may materially affect his assets, obligations, rights oroperations; 5.2.10he shall issue the Power of Attorney simultaneously when entering into this Agreement; 5.2.11the Equity Option Agreement shall be validly executed, pursuant to which Party B shall grant Party A or the Designated Party with anexclusive option to purchase the Equity Interests, to the extent permitted under PRC law; 5.2.12the Equity Pledge Agreement, the Equity Option Agreement, and the Power of Attorney shall be in full effect and free of default, and allrelevant filing or registrations procedures, approvals, and governmental proceedings shall have been obtained or completed; Loan Agreement - 13 -  5.2.13he will strictly observe all the provisions and perform all of his obligations under this Agreement, the Equity Pledge Agreement and theEquity Option Agreement, causing no actions nor failing to take any actions that may impair the validity or enforceability of thisAgreement, the Equity Pledge Agreement or the Equity Option Agreement; 5.2.14he shall maintain as strictly confidential the existence and provisions of this Agreement, as well as any correspondence, resolutions,ancillary agreements and any other documentation associated herewith; and 5.2.15he will not be entitled to any dividend or profit distribution of the Company and will not request or receive any of the same without theprior written consent of Party A. If such dividends or other distributions are distributed to him from the Company, he will immediatelyand unconditionally pay or transfer to Party A any such dividends or other distributions in whatsoever form obtained from the Companyas a shareholder of the Company at the time such payables arise, after having deducted and paid any and all relevant taxes and expensesapplicable as a result of his receipt of such dividends or other distributions.6ENFORCEMENT 6.1Repayment of Loan. 6.1.1Upon the occurrence of either an Event of Default or a decision by Party A, in its sole discretion, to demand repayment of the Loan or anyportion of the Loan, Party A may at its discretion issue a notice (Repayment Notice) to Party B requiring repayment of the Loan or anyportion of the Loan and any other payment in arrears under this Agreement. Loan Agreement - 14 -  6.1.2Party B shall repay the Loan by transferring the Equity Interest to Party A or the Designated Party, as directed by Party A, by signing anddelivering an agreement for the transfer of the Equity Interest satisfactory to the Party A from the form to the substance. 6.1.3If Party B fails to comply with its repayment obligations under this Agreement, late payment interest shall be assessed at the rate of 0.3%per day upon the outstanding amount of the Loan and shall be payable from the Repayment Date until the date on which the totalamount of the overdue loan, overdue interest and other monies payable to Party A are fully settled. 6.2Notification. Party B shall immediately notify Party A in writing of the occurrence of any event set forth in Article 2.3 or any circumstance whichmay lead to the occurrence of any such event as soon as Party B knows or is aware of such event or circumstance.7CONFIDENTIALITY 7.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all information relating to or arisen from this Agreement,or made available under this Agreement to a party or any associate thereof (Confidential Information). Without the prior written consent of theother party, no party shall disclose any Confidential Information to any third party unless the disclosure is required by law or by enforceable ordersof the court or related government departments. Under such circumstances, the party required to disclose the Confidential Information shall notifythe other party immediately, take all possible measures to minimize the disclosure, and notify the persons to whom information is being disclosed ofthe confidentiality obligation. Notwithstanding anything to the contrary above, Party A shall have the full right to disclose any ConfidentialInformation to its shareholders, affiliates or professional advisors. Loan Agreement - 15 - 7.2Obligations upon Termination. Upon termination of this Agreement, either party shall, at the request of the other party, return any document,material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, such document, material,database, equipment, or software cannot be returned, either party shall destroy all the Confidential Information belonging to the other party anddelete such Confidential Information from any memory devices. No party shall be permitted to continue using the Confidential Information in anyway after the termination of this Agreement. 7.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive the termination ofthis Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of this Agreement by any party.8DISPUTE RESOLUTION 8.1Governing Law. This Agreement shall be governed by the laws of the PRC. 8.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolve suchdispute through friendly consultation or mediation. Loan Agreement - 16 - 8.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the China InternationalEconomic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with the CIETAC’s rules in effectat the time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitration shall be Chinese. The tribunal shallconsist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost of arbitration shall be allocated as determined by thearbitrators.9INDEMNITYParty A agrees to indemnify and hold harmless Party B for any damages, fines or penalties solely incurred in his capacity as a shareholder or any otherpositions (including, without limitation, those of legal representative and director) directly as a result of the establishment of the Company and the operationof the Company’s business in contravention of PRC law; provided, however, that in no instance will Party A provide such indemnification if Party B hasengaged in fraud or willful misconduct or has breached or is in breach of this Agreement.10MISCELLANEOUS 10.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail ortelecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given or made shall beconfirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given or made; (b) for noticesdelivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) or the 4th day of the delivery dateto an internationally certified delivery institution shall be deemed as having been duly given or made; and (c) for notices by telecopy, the receiptdate showed on the delivery confirming paper of the relevant document shall be deemed as having been duly given or made. Loan Agreement - 17 - Party A : Beijing Cheerbright Technologies Co., Ltd.Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86-10-59857001Attn : Lu MinParty B : Lu MinAddress : Room 901, No. 6, Dehua Street, Xingang West Road, Haizhu District, GuangzhouTel : +*************Attn : Lu Min 10.2Entire Agreement. This Agreement, the Exclusive Technical Consulting and Services Agreement, the Equity Pledge Agreement, the Equity OptionAgreement, and the Power of Attorney from Party B to Party A in favor of Party A shall constitute the entire agreement among the parties in respectof the subject matter hereof and shall supersede any previous discussions, negotiations and agreements related thereto. Loan Agreement - 18 - 10.3Amendment. Without the prior written consent of Party A, Party B shall not amend this Agreement. If required by law, the parties shall obtain allrequisite approvals from the relevant authorities to give effect to the amendment. 10.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of either party to exercise any right, authority orprivilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shall any single or partialexercise of any right, authority or privilege preclude any other future exercise thereof. 10.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall not affect thevalidity or enforceability of any other provision of this agreement. 10.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. 10.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties (naturalperson or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rights and obligations hereinof Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights and obligations under this Agreement, atthe request of Party A, Party B shall execute the relevant agreements and/or documents with respect to such transfer or assignment. Party B shall notassign any of its rights or obligations hereunder without the prior written consent of the Party A. Loan Agreement - 19 - 10.8Effectiveness: This Agreement shall be effective upon its signing by all the parties or their respective authorized representative and shall be deemedterminated as of the date when the Loan has been repaid in full. 10.9Language and Counterparts. This Agreement is prepared in 2 sets of originals both in English and Chinese. Each party shall hold 1 set. Chinesearticles shall prevail over English articles in case of any inconsistency.[The space below has been intentionally left blank.] Loan Agreement - 20 - IN WITNESS WHEREOF, each of the parties hereto has duly executed or has caused this Agreement to be duly executed in its name and on its behalf bythe officer or representative duly authorized, on the day and year first above written.Party A: Beijing Cheerbright Technologies Co., Ltd./s/ Lu MinName: /Lu Min/Title: Legal Representative Party B: Lu Min/s/ Lu Min Loan Agreement Exhibit 4.24 Loan Agreement BetweenBeijing Cheerbright Technologies Co., Ltd.andLei HaiyunMARCH 25, 2017TABLE OF CONTENTS ARTICLE PAGE 1. DEFINITIONS AND INTERPRETATIONS 4 2. LOAN 5 3 CONDITIONS PRECEDENT 8 4. REPRESENTATIONS AND WARRANTIES 9 5. UNDERTAKINGS 11 6 ENFORCEMENT 16 7 CONFIDENTIALITY 17 8 DISPUTE RESOLUTION 18 9 Indemnity 19 10 MISCELLANEOUS 19 Loan Agreement - 2 - THIS LOAN AGREEMENT (Agreement) is entered into on March 25, 2017 in Beijing, People’s Republic of China (PRC)by and between (1)Beijing Cheerbright Technologies Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the law of the PRC,with its registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and (2)Lei Haiyun, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 202, No. 32, 1800Dongfang Road, Pudong District, Shanghai (Party B).Recitals A.Party B acquired the equity interest of a PRC domestically funded limited company named Beijing Autohome Information Technology Co., Ltd.Company) in Beijing, PRC, jointly with the other shareholder (i.e. Lu Min), and holds 50% of the equity interest of the Company (EquityInterests); Loan Agreement - 3 - B.Now, Party A has provided Party B with a loan to be used for the purposes of acquiring the equity interest of the Company in accordance with thisAgreement. In accordance with the terms and conditions of this Agreement, Party A agrees to provide an interest-free loan in the amount ofRMB5,000,000 (Loan).NOW, THEREFORE, the parties agree as follows:1.DEFINITIONS AND INTERPRETATIONS 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Party means a third party as designated by Party A;Event of Default means an event as described in Article 2.3;Equity OptionAgreement means the Equity Option Agreement to be entered into by and among Party A, Party B and the Company dated onMarch 25, 2017;Equity Pledge Agreement means the Equity Interest Pledge Agreement to be entered into by and between Party A, Party B dated on March 25,2017;Power of Attorney means an irrevocable Power of Attorney issued by Party B conferring all his rights as a shareholder of the Company toParty A or the Designated Party dated on March 25, 2017; Loan Agreement - 4 - Repayment Notice means a written notice from Party A to Party B for purposes of the repayment of the Loan. 1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. Any reference toan Article is to an article of this Agreement. The use of the plural shall include the use of the singular, and vice versa. Unless otherwise indicated, areference to a day, month or year is to a calendar day, month or year. The use of the masculine shall include the use of the feminine, and vice versa.2.LOAN 2.1Amount. Party A has provided to Party B, and Party B has received from Party A, the Loan. The Loan shall be interest free. 2.2Term. The term of the Loan shall continue indefinitely until such time as Party B receives a Repayment Notice and fully repays the Loan, or anEvent of Default occurs unless Party A has sent a notice indicating otherwise within 15 calendar days after it is aware of such event. 2.3Event of Default. For purposes of this Agreement, an Event of Default is deemed to have occurred if any of the following were to apply to Party B: 2.3.1a proceeding is commenced against him under any applicable bankruptcy, insolvency, reorganization, court mediation, or other similarlaw; 2.3.2he makes or attempts to make any fraudulent use or any unauthorized transfer of the Loan or the Equity Interests; Loan Agreement - 5 -  2.3.3he dies or his capacity to perform civil acts is lost or limited; 2.3.4he is charged with a criminal offense; 2.3.5any third party institutes a court action against him claiming over RMB 50,000; 2.3.6Party B breaches any of its covenants or other obligations under this Agreement, and such breach has not been remedied within 15calendar days after receiving Party A’s written notice requiring remedy; 2.3.7the representations and warranties made by Party B prove to be false or misleading in any material respect; 2.3.8any indebtedness, guarantee or other obligation of Party B, whether pursuant to a contract or otherwise, (i) is accelerated as a result of adefault thereunder and is required to be repaid or performed prior to the scheduled date; or (ii) has become due and is not repaid orperformed as scheduled and thereby causes Party A to regard Party B’s capacity to perform the obligations specified herein as havingbeen adversely affected; 2.3.9Party B is incapable of repaying his debts as they become due; 2.3.10the Agreement is illegal as a result of any applicable laws or Party B is restricted from continuing to perform its obligations as specifiedherein; Loan Agreement - 6 -  2.3.11any approval, permits, licenses or authorization from any applicable governmental entity (and registration or filing procedure) requiredfor the Company to provide value added telecommunications services in respect of its information services business via the Internet inthe PRC are withdrawn, suspended, invalidated or materially amended; 2.3.12any approval, permits, licenses or authorization from any applicable government authority required to perform this Agreement or makethis Agreement enforceable, legal and valid are withdrawn, suspended, invalidated or materially amended; 2.3.13any property owned by Party B is altered or damaged and thereby causes Party A to deem that the capability of Party B to perform theobligations stated herein have been adversely affected; or 2.3.14Party B defaults under either of the Equity Pledge Agreement or the Equity Option Agreement. 2.4Repayment Date. Unless otherwise agreed by Party A in writing, the Loan borrowed by Party B, any portion of the Loan and any other payment inarrears, if applicable, under this Agreement shall become due and payable five Business Days after Party A gives written notice to Party Bdemanding repayment in accordance with Article 6.1 (Repayment Date). Without Party A’s express prior written consent, the Loan shall not berepaid and shall continue indefinitely until the Repayment Date. 2.5Form of Repayment. Unless agreed by the Parties in writing, the Loan may only be repaid in the form specified in Article 6. Loan Agreement - 7 - 2.6Purpose of Loan. Party B has accepted the Loan provided by Party A and hereby agrees and covenants that the Loan shall be used only to acquirethe equity interest of the Company. Without Party A’s prior written consent, Party B shall not use the Loan for any other purpose, or sell, assign,transfer, pledge or otherwise dispose of any legal rights or benefits in connection with, or create any security interest over, the Equity Interest to anythird party.3CONDITIONS PRECEDENTDrawdown of the Loan by Party B shall, unless specifically waived by Party A in writing, be conditional upon the fulfillment of all of the followingconditions precedent: 3.1Representations and Warranties. All the representations and warranties provided by Party B in Article 4.2 are true, complete and correct, and shallremain true, complete and correct on the date of such drawdown, as if they are provided on such date. 3.2No Breach. Party B shall not have breached any of his undertakings provided in Article 5, and no event which may affect the performance of PartyB’s obligations hereunder shall have occurred or be likely to occur. Loan Agreement - 8 - 4.REPRESENTATIONS AND WARRANTIES 4.1Party A’s Representations and Warranties. Party A represents and warrants as follows: 4.1.1it is a company incorporated and validly existing under the laws of PRC; 4.1.2it has the power to enter into and perform this Agreement, and its execution and performance of this Agreement is in compliance with thebusiness scope of Party A and the provisions of its articles of association or other constituent documents; 4.1.3the execution and performance of this Agreement by it will not result in a breach of any laws, regulations, authorizations, or agreement towhich it is subject; and 4.1.4this Agreement shall constitute its legal, valid, and binding obligations, and is to be enforceable against it. 4.2Party B’s Representations and Warranties. Party B represents and warrants as follows: 4.2.1he has and shall maintain the full power and authority to enter into this Agreement and to perform his obligations hereunder; 4.2.2the execution and performance of this Agreement by himself will not result in a breach of any laws, regulations, authorizations, oragreement to which he is subject; 4.2.3this Agreement shall constitute his legal, valid, and binding obligations, and is to be enforceable against himself; Loan Agreement - 9 -  4.2.4there are no civil, criminal or administrative, claims, actions, suits, investigations or proceedings pending or threatened against himwhich, based on his knowledge, would materially and adversely affect this Agreement and the performance thereof; 4.2.5there is no provision of any agreement, enforceable judgment or order of any court binding on him or affecting his property, which wouldin any way prevent or materially adversely affect his execution or performance of this Agreement; 4.2.6the execution and performance of this Agreement and the realization of Party A’s rights hereunder will not violate any mortgage right,contract, judgment, decree or law that is binding upon him or his assets; 4.2.7with the exception of the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney, he has not: (a) created anypledge, charge or any other security over any of the Equity Interests; (b) offered to transfer any of the Equity Interests to any third party;(c) issued an undertaking to any third party regarding any offer to purchase any of the Equity Interests; or (d) entered into any agreementto transfer any of the Equity Interests to any third party; and 4.2.8no dispute, action, arbitration, administrative procedure or other legal proceeding (potential or actual) regarding himself and/or any ofthe Equity Interests in existence or pending. Loan Agreement - 10 - 5.UNDERTAKINGS 5.1Party B’s Undertakings relating to the Company. Party B undertakes to vote his total interest in the Company and to take all other necessaryactions to ensure that the Company: 5.1.1will obtain or complete all the necessary governmental approvals, authorizations, licenses, registrations and filing procedures to own itsassets and to engage in the businesses specified in the operational scope of its business license; 5.1.2will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce itsregistered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any asset, business or legal or beneficial interest,or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.1.4will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; Loan Agreement - 11 -  5.1.5will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any partywithout the prior written consent of Party A; 5.1.6will provide all information relating to its operations and financial affairs to Party A upon the request of Party A; 5.1.7will not merge, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations orincome arises or is likely to arise; 5.1.9will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriatedefenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and thePower of Attorney and shall not cause any act or omission to take place which may impair the validity and enforceability of thosedocuments; and Loan Agreement - 12 -  5.1.12will promptly notify Party A in writing of the occurrence of any event which may materially affect its assets, obligations, rights oroperations. 5.2Undertakings of Party B. Party B further undertakes as follows: 5.2.1he will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any of the Equity Interests, or permit thecreation of any other security interest in the Company without the prior written consent of Party A; 5.2.2he will ensure that the shareholders’ meeting of the Company shall not approve any sale, transfer, pledge or other disposal of the EquityInterests, or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.2.3he will ensure that the shareholders’ meeting of the Company shall decide on any matter only with the prior written instruction of PartyA; 5.2.4he will notify Party A immediately if and when any legal action, arbitration, or administrative procedure relating to the Equity Interestsarises or is likely to arise; 5.2.5he will enter into all necessary or appropriate agreements, take all necessary or appropriate actions, file all necessary or appropriate andmake all necessary or appropriate defenses for the purpose of maintaining ownership of the Equity Interests at the instruction of Party A; Loan Agreement - 13 -  5.2.6he will not cause any actions and/or omissions which may materially and adversely affect the assets, operations or liability of theCompany without the prior written consent of Party A; 5.2.7he will, upon the request of Party A, appoint any person nominated by Party A as a director of the Company; 5.2.8in the event that the Party A or the Designated Party purchases the Equity Interests pursuant to the Equity Option Agreement, he shallapply the proceeds therefrom to repay the Loan to Party A; 5.2.9he will promptly notify Party A in writing of the occurrence of any event which may materially affect his assets, obligations, rights oroperations; 5.2.10he shall issue the Power of Attorney simultaneously when entering into this Agreement; 5.2.11the Equity Option Agreement shall be validly executed, pursuant to which Party B shall grant Party A or the Designated Party with anexclusive option to purchase the Equity Interests, to the extent permitted under PRC law; Loan Agreement - 14 -  5.2.12the Equity Pledge Agreement, the Equity Option Agreement, and the Power of Attorney shall be in full effect and free of default, and allrelevant filing or registrations procedures, approvals, and governmental proceedings shall have been obtained or completed; 5.2.13he will strictly observe all the provisions and perform all of his obligations under this Agreement, the Equity Pledge Agreement and theEquity Option Agreement, causing no actions nor failing to take any actions that may impair the validity or enforceability of thisAgreement, the Equity Pledge Agreement or the Equity Option Agreement; 5.2.14he shall maintain as strictly confidential the existence and provisions of this Agreement, as well as any correspondence, resolutions,ancillary agreements and any other documentation associated herewith; and 5.2.15he will not be entitled to any dividend or profit distribution of the Company and will not request or receive any of the same without theprior written consent of Party A. If such dividends or other distributions are distributed to him from the Company, he will immediatelyand unconditionally pay or transfer to Party A any such dividends or other distributions in whatsoever form obtained from the Companyas a shareholder of the Company at the time such payables arise, after having deducted and paid any and all relevant taxes and expensesapplicable as a result of his receipt of such dividends or other distributions. Loan Agreement - 15 - 6ENFORCEMENT 6.1Repayment of Loan. 6.1.1Upon the occurrence of either an Event of Default or a decision by Party A, in its sole discretion, to demand repayment of the Loan or anyportion of the Loan, Party A may at its discretion issue a notice (Repayment Notice) to Party B requiring repayment of the Loan or anyportion of the Loan and any other payment in arrears under this Agreement. 6.1.2Party B shall repay the Loan by transferring the Equity Interest to Party A or the Designated Party, as directed by Party A, by signing anddelivering an agreement for the transfer of the Equity Interest satisfactory to the Party A from the form to the substance. 6.1.3If Party B fails to comply with its repayment obligations under this Agreement, late payment interest shall be assessed at the rate of 0.3%per day upon the outstanding amount of the Loan and shall be payable from the Repayment Date until the date on which the totalamount of the overdue loan, overdue interest and other monies payable to Party A are fully settled. 6.2Notification. Party B shall immediately notify Party A in writing of the occurrence of any event set forth in Article 2.3 or any circumstance whichmay lead to the occurrence of any such event as soon as Party B knows or is aware of such event or circumstance. Loan Agreement - 16 - 7CONFIDENTIALITY 7.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all information relating to or arisen from this Agreement,or made available under this Agreement to a party or any associate thereof (Confidential Information). Without the prior written consent of theother party, no party shall disclose any Confidential Information to any third party unless the disclosure is required by law or by enforceable ordersof the court or related government departments. Under such circumstances, the party required to disclose the Confidential Information shall notifythe other party immediately, take all possible measures to minimize the disclosure, and notify the persons to whom information is being disclosed ofthe confidentiality obligation. Notwithstanding anything to the contrary above, Party A shall have the full right to disclose any ConfidentialInformation to its shareholders, affiliates or professional advisors. 7.2Obligations upon Termination. Upon termination of this Agreement, either party shall, at the request of the other party, return any document,material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, such document, material,database, equipment, or software cannot be returned, either party shall destroy all the Confidential Information belonging to the other party anddelete such Confidential Information from any memory devices. No party shall be permitted to continue using the Confidential Information in anyway after the termination of this Agreement. Loan Agreement - 17 - 7.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive the termination ofthis Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of this Agreement by any party.8DISPUTE RESOLUTION 8.1Governing Law. This Agreement shall be governed by the laws of the PRC. 8.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolve suchdispute through friendly consultation or mediation. 8.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the China InternationalEconomic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with the CIETAC’s rules in effectat the time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitration shall be Chinese. The tribunal shallconsist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost of arbitration shall be allocated as determined by thearbitrators. Loan Agreement - 18 - 9INDEMNITYParty A agrees to indemnify and hold harmless Party B for any damages, fines or penalties solely incurred in his capacity as a shareholder or any otherpositions (including, without limitation, those of legal representative and director) directly as a result of the establishment of the Company and the operationof the Company’s business in contravention of PRC law; provided, however, that in no instance will Party A provide such indemnification if Party B hasengaged in fraud or willful misconduct or has breached or is in breach of this Agreement.10MISCELLANEOUS 10.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail ortelecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given or made shall beconfirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given or made; (b) for noticesdelivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) or the 4th day of the delivery dateto an internationally certified delivery institution shall be deemed as having been duly given or made; and (c) for notices by telecopy, the receiptdate showed on the delivery confirming paper of the relevant document shall be deemed as having been duly given or made. Loan Agreement - 19 - Party A : Beijing Cheerbright Technologies Co., Ltd.Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86-10-59857001Attn : Lu MinParty B : Lei HaiyunAddress : Room 202, No. 32, 1800 Dongfang Road, Pudong District, ShanghaiTel : +*************Attn : Lei Haiyun 10.2Entire Agreement. This Agreement, the Exclusive Technical Consulting and Services Agreement, the Equity Pledge Agreement, the Equity OptionAgreement, and the Power of Attorney from Party B to Party A in favor of Party A shall constitute the entire agreement among the parties in respectof the subject matter hereof and shall supersede any previous discussions, negotiations and agreements related thereto. Loan Agreement - 20 - 10.3Amendment. Without the prior written consent of Party A, Party B shall not amend this Agreement. If required by law, the parties shall obtain allrequisite approvals from the relevant authorities to give effect to the amendment. 10.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of either party to exercise any right, authority orprivilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shall any single or partialexercise of any right, authority or privilege preclude any other future exercise thereof. 10.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall not affect thevalidity or enforceability of any other provision of this agreement. 10.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. 10.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties (naturalperson or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rights and obligations hereinof Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights and obligations under this Agreement, atthe request of Party A, Party B shall execute the relevant agreements and/or documents with respect to such transfer or assignment. Party B shall notassign any of its rights or obligations hereunder without the prior written consent of the Party A. Loan Agreement - 21 - 10.8Effectiveness: This Agreement shall be effective upon its signing by all the parties or their respective authorized representative and shall be deemedterminated as of the date when the Loan has been repaid in full. 10.9Language and Counterparts. This Agreement is prepared in 2 sets of originals both in English and Chinese. Each party shall hold 1 set. Chinesearticles shall prevail over English articles in case of any inconsistency.[The space below has been intentionally left blank.] Loan Agreement - 22 - IN WITNESS WHEREOF, each of the parties hereto has duly executed or has caused this Agreement to be duly executed in its name and on its behalf bythe officer or representative duly authorized, on the day and year first above written. Party A: Beijing Cheerbright Technologies Co., Ltd./s/ Lu MinName: /Lu Min/Title: Legal Representative Party B: Lei Haiyun/s/ Lei Haiyun Loan Agreement Exhibit 4.25 Loan Agreement BetweenBeijing Cheerbright Technologies Co., Ltd.andLu MinSEPTEMBER 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. DEFINITIONS AND INTERPRETATIONS 4 2. LOAN 5 3 CONDITIONS PRECEDENT 8 4. REPRESENTATIONS AND WARRANTIES 9 5. UNDERTAKINGS 11 6 ENFORCEMENT 16 7 CONFIDENTIALITY 17 8 DISPUTE RESOLUTION 18 9 Indemnity 19 10 MISCELLANEOUS 20 Loan Agreement - 2 - THIS LOAN AGREEMENT (Agreement) is entered into on September 30, 2016 in Beijing, People’s Republic of China (PRC)by and between (1)Beijing Cheerbright Technologies Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the law of the PRC,with its registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and (2)Lu Min, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 901, No. 6, Dehua Street,Xingang West Road, Haizhu District, Guangzhou.;Recitals A.Party B acquired the equity interest of a PRC domestically funded limited company named Guangzhou You Che You Jia Advertising Co., Ltd.(Company) in Guangzhou, PRC, jointly with the other shareholder (i.e. Lei Haiyun), and holds 50% of the equity interest of the Company (EquityInterests); Loan Agreement - 3 - B.Now, Party A has provided Party B with a loan to be used for the purposes of acquiring the equity interest of the Company in accordance with thisAgreement. In accordance with the terms and conditions of this Agreement, Party A agrees to provide an interest-free loan in the amount ofRMB500,000 (Loan).NOW, THEREFORE, the parties agree as follows:1. DEFINITIONS AND INTERPRETATIONS 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Party means a third party as designated by Party A;Event of Default means an event as described in Article 2.3;Equity OptionAgreement means the Equity Option Agreement to be entered into by and among Party A, Party B and the Company dated onSeptember 30, 2016;Equity Pledge Agreement means the Equity Interest Pledge Agreement to be entered into by and between Party A, Party B dated on September30, 2016;Power of Attorney means an irrevocable Power of Attorney issued by Party B conferring all his rights as a shareholder of the Company toParty A or the Designated Party dated on September 30, 2016; Loan Agreement - 4 - Repayment Notice means a written notice from Party A to Party B for purposes of the repayment of the Loan. 1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. Any reference toan Article is to an article of this Agreement. The use of the plural shall include the use of the singular, and vice versa. Unless otherwise indicated, areference to a day, month or year is to a calendar day, month or year. The use of the masculine shall include the use of the feminine, and vice versa.2. LOAN 2.1Amount. Party A has provided to Party B, and Party B has received from Party A, the Loan. The Loan shall be interest free. 2.2Term. The term of the Loan shall continue indefinitely until such time as Party B receives a Repayment Notice and fully repays the Loan, or anEvent of Default occurs unless Party A has sent a notice indicating otherwise within 15 calendar days after it is aware of such event. 2.3Event of Default. For purposes of this Agreement, an Event of Default is deemed to have occurred if any of the following were to apply to Party B: 2.3.1a proceeding is commenced against him under any applicable bankruptcy, insolvency, reorganization, court mediation, or other similarlaw; 2.3.2he makes or attempts to make any fraudulent use or any unauthorized transfer of the Loan or the Equity Interests; Loan Agreement - 5 -  2.3.3he dies or his capacity to perform civil acts is lost or limited; 2.3.4he is charged with a criminal offense; 2.3.5any third party institutes a court action against him claiming over RMB 50,000; 2.3.6Party B breaches any of its covenants or other obligations under this Agreement, and such breach has not been remedied within 15calendar days after receiving Party A’s written notice requiring remedy; 2.3.7the representations and warranties made by Party B prove to be false or misleading in any material respect; 2.3.8any indebtedness, guarantee or other obligation of Party B, whether pursuant to a contract or otherwise, (i) is accelerated as a result of adefault thereunder and is required to be repaid or performed prior to the scheduled date; or (ii) has become due and is not repaid orperformed as scheduled and thereby causes Party A to regard Party B’s capacity to perform the obligations specified herein as havingbeen adversely affected; 2.3.9Party B is incapable of repaying his debts as they become due; 2.3.10the Agreement is illegal as a result of any applicable laws or Party B is restricted from continuing to perform its obligations as specifiedherein; Loan Agreement - 6 -  2.3.11any approval, permits, licenses or authorization from any applicable governmental entity (and registration or filing procedure) requiredfor the Company to provide value added telecommunications services in respect of its information services business via the Internet inthe PRC are withdrawn, suspended, invalidated or materially amended; 2.3.12any approval, permits, licenses or authorization from any applicable government authority required to perform this Agreement or makethis Agreement enforceable, legal and valid are withdrawn, suspended, invalidated or materially amended; 2.3.13any property owned by Party B is altered or damaged and thereby causes Party A to deem that the capability of Party B to perform theobligations stated herein have been adversely affected; or 2.3.14Party B defaults under either of the Equity Pledge Agreement or the Equity Option Agreement. 2.4Repayment Date. Unless otherwise agreed by Party A in writing, the Loan borrowed by Party B, any portion of the Loan and any other payment inarrears, if applicable, under this Agreement shall become due and payable five Business Days after Party A gives written notice to Party Bdemanding repayment in accordance with Article 6.1 (Repayment Date). Without Party A’s express prior written consent, the Loan shall not berepaid and shall continue indefinitely until the Repayment Date. Loan Agreement - 7 - 2.5Form of Repayment. Unless agreed by the Parties in writing, the Loan may only be repaid in the form specified in Article 6. 2.6Purpose of Loan. Party B has accepted the Loan provided by Party A and hereby agrees and covenants that the Loan shall be used only to acquirethe equity interest of the Company. Without Party A’s prior written consent, Party B shall not use the Loan for any other purpose, or sell, assign,transfer, pledge or otherwise dispose of any legal rights or benefits in connection with, or create any security interest over, the Equity Interest to anythird party.3 CONDITIONS PRECEDENTDrawdown of the Loan by Party B shall, unless specifically waived by Party A in writing, be conditional upon the fulfillment of all of the followingconditions precedent: 3.1Representations and Warranties. All the representations and warranties provided by Party B in Article 4.2 are true, complete and correct, and shallremain true, complete and correct on the date of such drawdown, as if they are provided on such date. 3.2No Breach. Party B shall not have breached any of his undertakings provided in Article 5, and no event which may affect the performance of PartyB’s obligations hereunder shall have occurred or be likely to occur. Loan Agreement - 8 - 4. REPRESENTATIONS AND WARRANTIES 4.1Party A’s Representations and Warranties. Party A represents and warrants as follows: 4.1.1it is a company incorporated and validly existing under the laws of PRC; 4.1.2it has the power to enter into and perform this Agreement, and its execution and performance of this Agreement is in compliance with thebusiness scope of Party A and the provisions of its articles of association or other constituent documents; 4.1.3the execution and performance of this Agreement by it will not result in a breach of any laws, regulations, authorizations, or agreement towhich it is subject; and 4.1.4this Agreement shall constitute its legal, valid, and binding obligations, and is to be enforceable against it. 4.2Party B’s Representations and Warranties. Party B represents and warrants as follows: 4.2.1he has and shall maintain the full power and authority to enter into this Agreement and to perform his obligations hereunder; 4.2.2the execution and performance of this Agreement by himself will not result in a breach of any laws, regulations, authorizations, oragreement to which he is subject; Loan Agreement - 9 -  4.2.3this Agreement shall constitute his legal, valid, and binding obligations, and is to be enforceable against himself; 4.2.4there are no civil, criminal or administrative, claims, actions, suits, investigations or proceedings pending or threatened against himwhich, based on his knowledge, would materially and adversely affect this Agreement and the performance thereof; 4.2.5there is no provision of any agreement, enforceable judgment or order of any court binding on him or affecting his property, which wouldin any way prevent or materially adversely affect his execution or performance of this Agreement; 4.2.6the execution and performance of this Agreement and the realization of Party A’s rights hereunder will not violate any mortgage right,contract, judgment, decree or law that is binding upon him or his assets; 4.2.7with the exception of the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney, he has not: (a) created anypledge, charge or any other security over any of the Equity Interests; (b) offered to transfer any of the Equity Interests to any third party;(c) issued an undertaking to any third party regarding any offer to purchase any of the Equity Interests; or (d) entered into any agreementto transfer any of the Equity Interests to any third party; and Loan Agreement - 10 -  4.2.8no dispute, action, arbitration, administrative procedure or other legal proceeding (potential or actual) regarding himself and/or any ofthe Equity Interests in existence or pending.5. UNDERTAKINGS 5.1Party B’s Undertakings relating to the Company. Party B undertakes to vote his total interest in the Company and to take all other necessaryactions to ensure that the Company: 5.1.1will obtain or complete all the necessary governmental approvals, authorizations, licenses, registrations and filing procedures to own itsassets and to engage in the businesses specified in the operational scope of its business license; 5.1.2will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce itsregistered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any asset, business or legal or beneficial interest,or permit the creation of any other security interest over the same without the prior written consent of Party A; Loan Agreement - 11 -  5.1.4will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; 5.1.5will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any partywithout the prior written consent of Party A; 5.1.6will provide all information relating to its operations and financial affairs to Party A upon the request of Party A; 5.1.7will not merge, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations orincome arises or is likely to arise; 5.1.9will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriatedefenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; Loan Agreement - 12 -  5.1.11will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and thePower of Attorney and shall not cause any act or omission to take place which may impair the validity and enforceability of thosedocuments; and 5.1.12will promptly notify Party A in writing of the occurrence of any event which may materially affect its assets, obligations, rights oroperations. 5.2Undertakings of Party B. Party B further undertakes as follows: 5.2.1he will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any of the Equity Interests, or permit thecreation of any other security interest in the Company without the prior written consent of Party A; 5.2.2he will ensure that the shareholders’ meeting of the Company shall not approve any sale, transfer, pledge or other disposal of the EquityInterests, or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.2.3he will ensure that the shareholders’ meeting of the Company shall decide on any matter only with the prior written instruction of PartyA; 5.2.4he will notify Party A immediately if and when any legal action, arbitration, or administrative procedure relating to the Equity Interestsarises or is likely to arise; Loan Agreement - 13 -  5.2.5he will enter into all necessary or appropriate agreements, take all necessary or appropriate actions, file all necessary or appropriate andmake all necessary or appropriate defenses for the purpose of maintaining ownership of the Equity Interests at the instruction of Party A; 5.2.6he will not cause any actions and/or omissions which may materially and adversely affect the assets, operations or liability of theCompany without the prior written consent of Party A; 5.2.7he will, upon the request of Party A, appoint any person nominated by Party A as a director of the Company; 5.2.8in the event that the Party A or the Designated Party purchases the Equity Interests pursuant to the Equity Option Agreement, he shallapply the proceeds therefrom to repay the Loan to Party A; 5.2.9he will promptly notify Party A in writing of the occurrence of any event which may materially affect his assets, obligations, rights oroperations; 5.2.10he shall issue the Power of Attorney simultaneously when entering into this Agreement; Loan Agreement - 14 -  5.2.11the Equity Option Agreement shall be validly executed, pursuant to which Party B shall grant Party A or the Designated Party with anexclusive option to purchase the Equity Interests, to the extent permitted under PRC law; 5.2.12the Equity Pledge Agreement, the Equity Option Agreement, and the Power of Attorney shall be in full effect and free of default, and allrelevant filing or registrations procedures, approvals, and governmental proceedings shall have been obtained or completed; 5.2.13he will strictly observe all the provisions and perform all of his obligations under this Agreement, the Equity Pledge Agreement and theEquity Option Agreement, causing no actions nor failing to take any actions that may impair the validity or enforceability of thisAgreement, the Equity Pledge Agreement or the Equity Option Agreement; 5.2.14he shall maintain as strictly confidential the existence and provisions of this Agreement, as well as any correspondence, resolutions,ancillary agreements and any other documentation associated herewith; and 5.2.15he will not be entitled to any dividend or profit distribution of the Company and will not request or receive any of the same without theprior written consent of Party A. If such dividends or other distributions are distributed to him from the Company, he will immediatelyand unconditionally pay or transfer to Party A any such dividends or other distributions in whatsoever form obtained from the Companyas a shareholder of the Company at the time such payables arise, after having deducted and paid any and all relevant taxes and expensesapplicable as a result of his receipt of such dividends or other distributions. Loan Agreement - 15 - 6 ENFORCEMENT 6.1Repayment of Loan. 6.1.1Upon the occurrence of either an Event of Default or a decision by Party A, in its sole discretion, to demand repayment of the Loan or anyportion of the Loan, Party A may at its discretion issue a notice (Repayment Notice) to Party B requiring repayment of the Loan or anyportion of the Loan and any other payment in arrears under this Agreement. 6.1.2Party B shall repay the Loan by transferring the Equity Interest to Party A or the Designated Party, as directed by Party A, by signing anddelivering an agreement for the transfer of the Equity Interest satisfactory to the Party A from the form to the substance. 6.1.3If Party B fails to comply with its repayment obligations under this Agreement, late payment interest shall be assessed at the rate of 0.3%per day upon the outstanding amount of the Loan and shall be payable from the Repayment Date until the date on which the totalamount of the overdue loan, overdue interest and other monies payable to Party A are fully settled. Loan Agreement - 16 -  6.2Notification. Party B shall immediately notify Party A in writing of the occurrence of any event set forth in Article 2.3 or anycircumstance which may lead to the occurrence of any such event as soon as Party B knows or is aware of such event or circumstance.7 CONFIDENTIALITY 7.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all information relating to or arisen from this Agreement,or made available under this Agreement to a party or any associate thereof (Confidential Information). Without the prior written consent of theother party, no party shall disclose any Confidential Information to any third party unless the disclosure is required by law or by enforceable ordersof the court or related government departments. Under such circumstances, the party required to disclose the Confidential Information shall notifythe other party immediately, take all possible measures to minimize the disclosure, and notify the persons to whom information is being disclosed ofthe confidentiality obligation. Notwithstanding anything to the contrary above, Party A shall have the full right to disclose any ConfidentialInformation to its shareholders, affiliates or professional advisors. Loan Agreement - 17 - 7.2Obligations upon Termination. Upon termination of this Agreement, either party shall, at the request of the other party, return any document,material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, such document, material,database, equipment, or software cannot be returned, either party shall destroy all the Confidential Information belonging to the other party anddelete such Confidential Information from any memory devices. No party shall be permitted to continue using the Confidential Information in anyway after the termination of this Agreement. 7.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive the termination ofthis Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of this Agreement by any party.8 DISPUTE RESOLUTION 8.1Governing Law. This Agreement shall be governed by the laws of the PRC. 8.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolve suchdispute through friendly consultation or mediation. Loan Agreement - 18 - 8.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the China InternationalEconomic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with the CIETAC’s rules in effectat the time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitration shall be Chinese. The tribunal shallconsist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost of arbitration shall be allocated as determined by thearbitrators.9 INDEMNITYParty A agrees to indemnify and hold harmless Party B for any damages, fines or penalties solely incurred in his capacity as a shareholder or any otherpositions (including, without limitation, those of legal representative and director) directly as a result of the establishment of the Company and the operationof the Company’s business in contravention of PRC law; provided, however, that in no instance will Party A provide such indemnification if Party B hasengaged in fraud or willful misconduct or has breached or is in breach of this Agreement. Loan Agreement - 19 - 10 MISCELLANEOUS 10.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail ortelecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given or made shall beconfirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given or made; (b) for noticesdelivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) or the 4th day of the delivery dateto an internationally certified delivery institution shall be deemed as having been duly given or made; and (c) for notices by telecopy, the receiptdate showed on the delivery confirming paper of the relevant document shall be deemed as having been duly given or made. Party A : Beijing Cheerbright Technologies Co., Ltd.Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86-10-59857001Attn : Lu MinParty B : Lu MinAddress : Room 901, No. 6, Dehua Street, Xingang West Road, Haizhu District, GuangzhouTel : +*************Attn : Lu Min 10.2Entire Agreement. This Agreement, the Exclusive Technical Consulting and Services Agreement, the Equity Pledge Agreement, the Equity OptionAgreement, and the Power of Attorney from Party B to Party A in favor of Party A shall constitute the entire agreement among the parties in respectof the subject matter hereof and shall supersede any previous discussions, negotiations and agreements related thereto. Loan Agreement - 20 - 10.3Amendment. Without the prior written consent of Party A, Party B shall not amend this Agreement. If required by law, the parties shall obtain allrequisite approvals from the relevant authorities to give effect to the amendment. 10.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of either party to exercise any right, authority orprivilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shall any single or partialexercise of any right, authority or privilege preclude any other future exercise thereof. 10.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall not affect thevalidity or enforceability of any other provision of this agreement. 10.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. Loan Agreement - 21 - 10.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties (naturalperson or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rights and obligations hereinof Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights and obligations under this Agreement, atthe request of Party A, Party B shall execute the relevant agreements and/or documents with respect to such transfer or assignment. Party B shall notassign any of its rights or obligations hereunder without the prior written consent of the Party A. 10.8Effectiveness: This Agreement shall be effective upon its signing by all the parties or their respective authorized representative and shall be deemedterminated as of the date when the Loan has been repaid in full. 10.9Language and Counterparts. This Agreement is prepared in 2 sets of originals both in English and Chinese. Each party shall hold 1 set. Chinesearticles shall prevail over English articles in case of any inconsistency.[The space below has been intentionally left blank.] Loan Agreement - 22 - IN WITNESS WHEREOF, each of the parties hereto has duly executed or has caused this Agreement to be duly executed in its name and on its behalf bythe officer or representative duly authorized, on the day and year first above written. Party A: Beijing Cheerbright Technologies Co., Ltd./s/ Lu MinName: /Lu Min/Title: Legal Representative Party B: Lu Min/s/ Lu Min Loan Agreement Exhibit 4.26 Loan Agreement BetweenBeijing Cheerbright Technologies Co., Ltd.andLei HaiyunSEPTEMBER 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. DEFINITIONS AND INTERPRETATIONS 4 2. LOAN 5 3 CONDITIONS PRECEDENT 8 4. REPRESENTATIONS AND WARRANTIES 9 5. UNDERTAKINGS 11 6 ENFORCEMENT 16 7 CONFIDENTIALITY 17 8 DISPUTE RESOLUTION 18 9 Indemnity 19 10 MISCELLANEOUS 19 Loan Agreement - 2 - THIS LOAN AGREEMENT (Agreement) is entered into on September 30, 2016 in Beijing, People’s Republic of China (PRC)by and between (1)Beijing Cheerbright Technologies Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the law of the PRC,with its registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and (2)Lei Haiyun, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 202, No. 32, 1800Dongfang Road, Pudong District, Shanghai (Party B).Recitals A.Party B acquired the equity interest of a PRC domestically funded limited company named Guangzhou You Che You Jia Advertising Co., Ltd.(Company) in Guangzhou, PRC, jointly with the other shareholder (i.e. Lu Min), and holds 50% of the equity interest of the Company (EquityInterests); B.Now, Party A has provided Party B with a loan to be used for the purposes of acquiring the equity interest of the Company in accordance with thisAgreement. In accordance with the terms and conditions of this Agreement, Party A agrees to provide an interest-free loan in the amount ofRMB500,000 (Loan). Loan Agreement - 3 - NOW, THEREFORE, the parties agree as follows:1. DEFINITIONS AND INTERPRETATIONS 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Party means a third party as designated by Party A;Event of Default means an event as described in Article 2.3;Equity OptionAgreement means the Equity Option Agreement to be entered into by and among Party A, Party B and the Company dated onSeptember 30, 2016;Equity Pledge Agreement means the Equity Interest Pledge Agreement to be entered into by and between Party A, Party B dated on September30, 2016;Power of Attorney means an irrevocable Power of Attorney issued by Party B conferring all his rights as a shareholder of the Company toParty A or the Designated Party dated on September 30, 2016; Loan Agreement - 4 - Repayment Notice means a written notice from Party A to Party B for purposes of the repayment of the Loan. 1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. Any reference toan Article is to an article of this Agreement. The use of the plural shall include the use of the singular, and vice versa. Unless otherwise indicated, areference to a day, month or year is to a calendar day, month or year. The use of the masculine shall include the use of the feminine, and vice versa.2. LOAN 2.1Amount. Party A has provided to Party B, and Party B has received from Party A, the Loan. The Loan shall be interest free. 2.2Term. The term of the Loan shall continue indefinitely until such time as Party B receives a Repayment Notice and fully repays the Loan, or anEvent of Default occurs unless Party A has sent a notice indicating otherwise within 15 calendar days after it is aware of such event. 2.3Event of Default. For purposes of this Agreement, an Event of Default is deemed to have occurred if any of the following were to apply to Party B: 2.3.1a proceeding is commenced against him under any applicable bankruptcy, insolvency, reorganization, court mediation, or other similarlaw; 2.3.2he makes or attempts to make any fraudulent use or any unauthorized transfer of the Loan or the Equity Interests; Loan Agreement - 5 -  2.3.3he dies or his capacity to perform civil acts is lost or limited; 2.3.4he is charged with a criminal offense; 2.3.5any third party institutes a court action against him claiming over RMB 50,000; 2.3.6Party B breaches any of its covenants or other obligations under this Agreement, and such breach has not been remedied within 15calendar days after receiving Party A’s written notice requiring remedy; 2.3.7the representations and warranties made by Party B prove to be false or misleading in any material respect; 2.3.8any indebtedness, guarantee or other obligation of Party B, whether pursuant to a contract or otherwise, (i) is accelerated as a result of adefault thereunder and is required to be repaid or performed prior to the scheduled date; or (ii) has become due and is not repaid orperformed as scheduled and thereby causes Party A to regard Party B’s capacity to perform the obligations specified herein as havingbeen adversely affected; 2.3.9Party B is incapable of repaying his debts as they become due; 2.3.10the Agreement is illegal as a result of any applicable laws or Party B is restricted from continuing to perform its obligations as specifiedherein; Loan Agreement - 6 -  2.3.11any approval, permits, licenses or authorization from any applicable governmental entity (and registration or filing procedure) requiredfor the Company to provide value added telecommunications services in respect of its information services business via the Internet inthe PRC are withdrawn, suspended, invalidated or materially amended; 2.3.12any approval, permits, licenses or authorization from any applicable government authority required to perform this Agreement or makethis Agreement enforceable, legal and valid are withdrawn, suspended, invalidated or materially amended; 2.3.13any property owned by Party B is altered or damaged and thereby causes Party A to deem that the capability of Party B to perform theobligations stated herein have been adversely affected; or 2.3.14Party B defaults under either of the Equity Pledge Agreement or the Equity Option Agreement. 2.4Repayment Date. Unless otherwise agreed by Party A in writing, the Loan borrowed by Party B, any portion of the Loan and any other payment inarrears, if applicable, under this Agreement shall become due and payable five Business Days after Party A gives written notice to Party Bdemanding repayment in accordance with Article 6.1 (Repayment Date). Without Party A’s express prior written consent, the Loan shall not berepaid and shall continue indefinitely until the Repayment Date. Loan Agreement - 7 - 2.5Form of Repayment. Unless agreed by the Parties in writing, the Loan may only be repaid in the form specified in Article 6. 2.6Purpose of Loan. Party B has accepted the Loan provided by Party A and hereby agrees and covenants that the Loan shall be used only to acquirethe equity interest of the Company. Without Party A’s prior written consent, Party B shall not use the Loan for any other purpose, or sell, assign,transfer, pledge or otherwise dispose of any legal rights or benefits in connection with, or create any security interest over, the Equity Interest to anythird party.3 CONDITIONS PRECEDENTDrawdown of the Loan by Party B shall, unless specifically waived by Party A in writing, be conditional upon the fulfillment of all of the followingconditions precedent: 3.1Representations and Warranties. All the representations and warranties provided by Party B in Article 4.2 are true, complete and correct, and shallremain true, complete and correct on the date of such drawdown, as if they are provided on such date. 3.2No Breach. Party B shall not have breached any of his undertakings provided in Article 5, and no event which may affect the performance of PartyB’s obligations hereunder shall have occurred or be likely to occur. Loan Agreement - 8 - 4. REPRESENTATIONS AND WARRANTIES 4.1Party A’s Representations and Warranties. Party A represents and warrants as follows: 4.1.1it is a company incorporated and validly existing under the laws of PRC; 4.1.2it has the power to enter into and perform this Agreement, and its execution and performance of this Agreement is in compliance with thebusiness scope of Party A and the provisions of its articles of association or other constituent documents; 4.1.3the execution and performance of this Agreement by it will not result in a breach of any laws, regulations, authorizations, or agreement towhich it is subject; and 4.1.4this Agreement shall constitute its legal, valid, and binding obligations, and is to be enforceable against it. 4.2Party B’s Representations and Warranties. Party B represents and warrants as follows: 4.2.1he has and shall maintain the full power and authority to enter into this Agreement and to perform his obligations hereunder; 4.2.2the execution and performance of this Agreement by himself will not result in a breach of any laws, regulations, authorizations, oragreement to which he is subject; 4.2.3this Agreement shall constitute his legal, valid, and binding obligations, and is to be enforceable against himself; Loan Agreement - 9 -  4.2.4there are no civil, criminal or administrative, claims, actions, suits, investigations or proceedings pending or threatened against himwhich, based on his knowledge, would materially and adversely affect this Agreement and the performance thereof; 4.2.5there is no provision of any agreement, enforceable judgment or order of any court binding on him or affecting his property, which wouldin any way prevent or materially adversely affect his execution or performance of this Agreement; 4.2.6the execution and performance of this Agreement and the realization of Party A’s rights hereunder will not violate any mortgage right,contract, judgment, decree or law that is binding upon him or his assets; 4.2.7with the exception of the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney, he has not: (a) created anypledge, charge or any other security over any of the Equity Interests; (b) offered to transfer any of the Equity Interests to any third party;(c) issued an undertaking to any third party regarding any offer to purchase any of the Equity Interests; or (d) entered into any agreementto transfer any of the Equity Interests to any third party; and 4.2.8no dispute, action, arbitration, administrative procedure or other legal proceeding (potential or actual) regarding himself and/or any ofthe Equity Interests in existence or pending. Loan Agreement - 10 - 5. UNDERTAKINGS 5.1Party B’s Undertakings relating to the Company. Party B undertakes to vote his total interest in the Company and to take all other necessaryactions to ensure that the Company: 5.1.1will obtain or complete all the necessary governmental approvals, authorizations, licenses, registrations and filing procedures to own itsassets and to engage in the businesses specified in the operational scope of its business license; 5.1.2will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce itsregistered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any asset, business or legal or beneficial interest,or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.1.4will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; Loan Agreement - 11 -  5.1.5will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any partywithout the prior written consent of Party A; 5.1.6will provide all information relating to its operations and financial affairs to Party A upon the request of Party A; 5.1.7will not merge, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations orincome arises or is likely to arise; 5.1.9will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriatedefenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and thePower of Attorney and shall not cause any act or omission to take place which may impair the validity and enforceability of thosedocuments; and Loan Agreement - 12 -  5.1.12will promptly notify Party A in writing of the occurrence of any event which may materially affect its assets, obligations, rights oroperations. 5.2Undertakings of Party B. Party B further undertakes as follows: 5.2.1he will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any of the Equity Interests, or permit thecreation of any other security interest in the Company without the prior written consent of Party A; 5.2.2he will ensure that the shareholders’ meeting of the Company shall not approve any sale, transfer, pledge or other disposal of the EquityInterests, or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.2.3he will ensure that the shareholders’ meeting of the Company shall decide on any matter only with the prior written instruction of PartyA; 5.2.4he will notify Party A immediately if and when any legal action, arbitration, or administrative procedure relating to the Equity Interestsarises or is likely to arise; Loan Agreement - 13 -  5.2.5he will enter into all necessary or appropriate agreements, take all necessary or appropriate actions, file all necessary or appropriate andmake all necessary or appropriate defenses for the purpose of maintaining ownership of the Equity Interests at the instruction of Party A; 5.2.6he will not cause any actions and/or omissions which may materially and adversely affect the assets, operations or liability of theCompany without the prior written consent of Party A; 5.2.7he will, upon the request of Party A, appoint any person nominated by Party A as a director of the Company; 5.2.8in the event that the Party A or the Designated Party purchases the Equity Interests pursuant to the Equity Option Agreement, he shallapply the proceeds therefrom to repay the Loan to Party A; 5.2.9he will promptly notify Party A in writing of the occurrence of any event which may materially affect his assets, obligations, rights oroperations; 5.2.10he shall issue the Power of Attorney simultaneously when entering into this Agreement; 5.2.11the Equity Option Agreement shall be validly executed, pursuant to which Party B shall grant Party A or the Designated Party with anexclusive option to purchase the Equity Interests, to the extent permitted under PRC law; Loan Agreement - 14 -  5.2.12the Equity Pledge Agreement, the Equity Option Agreement, and the Power of Attorney shall be in full effect and free of default, and allrelevant filing or registrations procedures, approvals, and governmental proceedings shall have been obtained or completed; 5.2.13he will strictly observe all the provisions and perform all of his obligations under this Agreement, the Equity Pledge Agreement and theEquity Option Agreement, causing no actions nor failing to take any actions that may impair the validity or enforceability of thisAgreement, the Equity Pledge Agreement or the Equity Option Agreement; 5.2.14he shall maintain as strictly confidential the existence and provisions of this Agreement, as well as any correspondence, resolutions,ancillary agreements and any other documentation associated herewith; and 5.2.15he will not be entitled to any dividend or profit distribution of the Company and will not request or receive any of the same without theprior written consent of Party A. If such dividends or other distributions are distributed to him from the Company, he will immediatelyand unconditionally pay or transfer to Party A any such dividends or other distributions in whatsoever form obtained from the Companyas a shareholder of the Company at the time such payables arise, after having deducted and paid any and all relevant taxes and expensesapplicable as a result of his receipt of such dividends or other distributions. Loan Agreement - 15 - 6 ENFORCEMENT 6.1Repayment of Loan. 6.1.1Upon the occurrence of either an Event of Default or a decision by Party A, in its sole discretion, to demand repayment of the Loan or anyportion of the Loan, Party A may at its discretion issue a notice (Repayment Notice) to Party B requiring repayment of the Loan or anyportion of the Loan and any other payment in arrears under this Agreement. 6.1.2Party B shall repay the Loan by transferring the Equity Interest to Party A or the Designated Party, as directed by Party A, by signing anddelivering an agreement for the transfer of the Equity Interest satisfactory to the Party A from the form to the substance. 6.1.3If Party B fails to comply with its repayment obligations under this Agreement, late payment interest shall be assessed at the rate of 0.3%per day upon the outstanding amount of the Loan and shall be payable from the Repayment Date until the date on which the totalamount of the overdue loan, overdue interest and other monies payable to Party A are fully settled. 6.2Notification. Party B shall immediately notify Party A in writing of the occurrence of any event set forth in Article 2.3 or any circumstance whichmay lead to the occurrence of any such event as soon as Party B knows or is aware of such event or circumstance. Loan Agreement - 16 - 7 CONFIDENTIALITY 7.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all information relating to or arisen from this Agreement,or made available under this Agreement to a party or any associate thereof (Confidential Information). Without the prior written consent of theother party, no party shall disclose any Confidential Information to any third party unless the disclosure is required by law or by enforceable ordersof the court or related government departments. Under such circumstances, the party required to disclose the Confidential Information shall notifythe other party immediately, take all possible measures to minimize the disclosure, and notify the persons to whom information is being disclosed ofthe confidentiality obligation. Notwithstanding anything to the contrary above, Party A shall have the full right to disclose any ConfidentialInformation to its shareholders, affiliates or professional advisors. 7.2Obligations upon Termination. Upon termination of this Agreement, either party shall, at the request of the other party, return any document,material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, such document, material,database, equipment, or software cannot be returned, either party shall destroy all the Confidential Information belonging to the other party anddelete such Confidential Information from any memory devices. No party shall be permitted to continue using the Confidential Information in anyway after the termination of this Agreement. Loan Agreement - 17 - 7.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive the termination ofthis Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of this Agreement by any party.8 DISPUTE RESOLUTION 8.1Governing Law. This Agreement shall be governed by the laws of the PRC. 8.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolve suchdispute through friendly consultation or mediation. 8.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the China InternationalEconomic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with the CIETAC’s rules in effectat the time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitration shall be Chinese. The tribunal shallconsist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost of arbitration shall be allocated as determined by thearbitrators. Loan Agreement - 18 - 9 INDEMNITYParty A agrees to indemnify and hold harmless Party B for any damages, fines or penalties solely incurred in his capacity as a shareholder or any otherpositions (including, without limitation, those of legal representative and director) directly as a result of the establishment of the Company and the operationof the Company’s business in contravention of PRC law; provided, however, that in no instance will Party A provide such indemnification if Party B hasengaged in fraud or willful misconduct or has breached or is in breach of this Agreement.10 MISCELLANEOUS 10.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail ortelecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given or made shall beconfirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given or made; (b) for noticesdelivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) or the 4th day of the delivery dateto an internationally certified delivery institution shall be deemed as having been duly given or made; and (c) for notices by telecopy, the receiptdate showed on the delivery confirming paper of the relevant document shall be deemed as having been duly given or made. Loan Agreement - 19 - Party A : Beijing Cheerbright Technologies Co., Ltd.Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86-10-59857001Attn : Lu MinParty B : Lei HaiyunAddress : Room 202, No. 32, 1800 Dongfang Road, Pudong District, ShanghaiTel : +*************Attn : Lei Haiyun 10.2Entire Agreement. This Agreement, the Exclusive Technical Consulting and Services Agreement, the Equity Pledge Agreement, the Equity OptionAgreement, and the Power of Attorney from Party B to Party A in favor of Party A shall constitute the entire agreement among the parties in respectof the subject matter hereof and shall supersede any previous discussions, negotiations and agreements related thereto. Loan Agreement - 20 - 10.3Amendment. Without the prior written consent of Party A, Party B shall not amend this Agreement. If required by law, the parties shall obtain allrequisite approvals from the relevant authorities to give effect to the amendment. 10.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of either party to exercise any right, authority orprivilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shall any single or partialexercise of any right, authority or privilege preclude any other future exercise thereof. 10.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall not affect thevalidity or enforceability of any other provision of this agreement. 10.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. 10.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties (naturalperson or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rights and obligations hereinof Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights and obligations under this Agreement, atthe request of Party A, Party B shall execute the relevant agreements and/or documents with respect to such transfer or assignment. Party B shall notassign any of its rights or obligations hereunder without the prior written consent of the Party A. Loan Agreement - 21 - 10.8Effectiveness: This Agreement shall be effective upon its signing by all the parties or their respective authorized representative and shall be deemedterminated as of the date when the Loan has been repaid in full. 10.9Language and Counterparts. This Agreement is prepared in 2 sets of originals both in English and Chinese. Each party shall hold 1 set. Chinesearticles shall prevail over English articles in case of any inconsistency.[The space below has been intentionally left blank.] Loan Agreement - 22 - IN WITNESS WHEREOF, each of the parties hereto has duly executed or has caused this Agreement to be duly executed in its name and on its behalf bythe officer or representative duly authorized, on the day and year first above written. Party A: Beijing Cheerbright Technologies Co., Ltd./s/ Lu MinName: /Lu Min/Title: Legal RepresentativeParty B: Lei Haiyun/s/ Lei Haiyun Loan Agreement Exhibit 4.27 Loan Agreement BetweenBeijing Chezhiying Technologies Co., Ltd.andLu MinSEPTEMBER 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. DEFINITIONS AND INTERPRETATIONS 4 2. LOAN 4 3. CONDITIONS PRECEDENT 7 4. REPRESENTATIONS AND WARRANTIES 8 5. UNDERTAKINGS 10 6. ENFORCEMENT 15 7. CONFIDENTIALITY 16 8. DISPUTE RESOLUTION 17 9. INDEMNITY 18 10. MISCELLANEOUS 18 Loan Agreement - 2 - THIS LOAN AGREEMENT (Agreement) is entered into on September 30, 2016 in Beijing, People’s Republic of China (PRC)by and between (1)Beijing Chezhiying Technologies Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the law of the PRC,with its registered address at Room1117, F/11, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and (2)Lu Min, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 901, No. 6, Dehua Street,Xingang West Road, Haizhu District, Guangzhou. (Party B);Recitals A.Party B acquired the equity interest of a PRC domestically funded limited company named Beijing Shengtuo Hongyuan Information TechnologyCo., Ltd. (Company) in Beijing, PRC, jointly with the other shareholder (i.e. Lei Haiyun), and holds 50% of the equity interest of the Company(Equity Interests); Loan Agreement - 3 - B.Now, Party A has provided Party B with a loan to be used for the purposes of acquiring the equity interest of the Company in accordance with thisAgreement. In accordance with the terms and conditions of this Agreement, Party A agrees to provide an interest-free loan in the amount ofRMB5,000,000 (Loan).NOW, THEREFORE, the parties agree as follows:1. DEFINITIONS AND INTERPRETATIONS 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Party means a third party as designated by Party A;Event of Default means an event as described in Article 2.3;Equity OptionAgreement means the Equity Option Agreement to be entered into by and among Party A, Party B and the Company dated onSeptember 30, 2016;Equity Pledge Agreement means the Equity Interest Pledge Agreement to be entered into by and between Party A, Party B dated on September30, 2016;Power of Attorney means an irrevocable Power of Attorney issued by Party B conferring all his rights as a shareholder of the Company toParty A or the Designated Party dated on September 30, 2016;Repayment Notice means a written notice from Party A to Party B for purposes of the repayment of the Loan. 1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. Any reference toan Article is to an article of this Agreement. The use of the plural shall include the use of the singular, and vice versa. Unless otherwise indicated, areference to a day, month or year is to a calendar day, month or year. The use of the masculine shall include the use of the feminine, and vice versa.2. LOAN 2.1Amount. Party A has provided to Party B, and Party B has received from Party A, the Loan. The Loan shall be interest free. 2.2Term. The term of the Loan shall continue indefinitely until such time as Party B receives a Repayment Notice and fully repays the Loan, or anEvent of Default occurs unless Party A has sent a notice indicating otherwise within 15 calendar days after it is aware of such event. 2.3Event of Default. For purposes of this Agreement, an Event of Default is deemed to have occurred if any of the following were to apply to Party B: 2.3.1a proceeding is commenced against him under any applicable bankruptcy, insolvency, reorganization, court mediation, or other similarlaw; 2.3.2he makes or attempts to make any fraudulent use or any unauthorized transfer of the Loan or the Equity Interests; Loan Agreement - 4 -  2.3.3he dies or his capacity to perform civil acts is lost or limited; 2.3.4he is charged with a criminal offense; 2.3.5any third party institutes a court action against him claiming over RMB 50,000; 2.3.6Party B breaches any of its covenants or other obligations under this Agreement, and such breach has not been remedied within 15calendar days after receiving Party A’s written notice requiring remedy; 2.3.7the representations and warranties made by Party B prove to be false or misleading in any material respect; 2.3.8any indebtedness, guarantee or other obligation of Party B, whether pursuant to a contract or otherwise, (i) is accelerated as a result of adefault thereunder and is required to be repaid or performed prior to the scheduled date; or (ii) has become due and is not repaid orperformed as scheduled and thereby causes Party A to regard Party B’s capacity to perform the obligations specified herein as havingbeen adversely affected; 2.3.9Party B is incapable of repaying his debts as they become due; 2.3.10the Agreement is illegal as a result of any applicable laws or Party B is restricted from continuing to perform its obligations as specifiedherein; Loan Agreement - 5 -  2.3.11any approval, permits, licenses or authorization from any applicable governmental entity (and registration or filing procedure) requiredfor the Company to provide value added telecommunications services in respect of its information services business via the Internet inthe PRC are withdrawn, suspended, invalidated or materially amended; 2.3.12any approval, permits, licenses or authorization from any applicable government authority required to perform this Agreement or makethis Agreement enforceable, legal and valid are withdrawn, suspended, invalidated or materially amended; 2.3.13any property owned by Party B is altered or damaged and thereby causes Party A to deem that the capability of Party B to perform theobligations stated herein have been adversely affected; or 2.3.14Party B defaults under either of the Equity Pledge Agreement or the Equity Option Agreement. 2.4Repayment Date. Unless otherwise agreed by Party A in writing, the Loan borrowed by Party B, any portion of the Loan and any other payment inarrears, if applicable, under this Agreement shall become due and payable five Business Days after Party A gives written notice to Party Bdemanding repayment in accordance with Article 6.1 (Repayment Date). Without Party A’s express prior written consent, the Loan shall not berepaid and shall continue indefinitely until the Repayment Date. Loan Agreement - 6 - 2.5Form of Repayment. Unless agreed by the Parties in writing, the Loan may only be repaid in the form specified in Article 6. 2.6Purpose of Loan. Party B has accepted the Loan provided by Party A and hereby agrees and covenants that the Loan shall be used only to acquirethe equity interest of the Company. Without Party A’s prior written consent, Party B shall not use the Loan for any other purpose, or sell, assign,transfer, pledge or otherwise dispose of any legal rights or benefits in connection with, or create any security interest over, the Equity Interest to anythird party.3 CONDITIONS PRECEDENTDrawdown of the Loan by Party B shall, unless specifically waived by Party A in writing, be conditional upon the fulfillment of all of the followingconditions precedent: 3.1Representations and Warranties. All the representations and warranties provided by Party B in Article 4.2 are true, complete and correct, and shallremain true, complete and correct on the date of such drawdown, as if they are provided on such date. 3.2No Breach. Party B shall not have breached any of his undertakings provided in Article 5, and no event which may affect the performance of PartyB’s obligations hereunder shall have occurred or be likely to occur. Loan Agreement - 7 - 4. REPRESENTATIONS AND WARRANTIES 4.1Party A’s Representations and Warranties. Party A represents and warrants as follows: 4.1.1it is a company incorporated and validly existing under the laws of PRC; 4.1.2it has the power to enter into and perform this Agreement, and its execution and performance of this Agreement is in compliance with thebusiness scope of Party A and the provisions of its articles of association or other constituent documents; 4.1.3the execution and performance of this Agreement by it will not result in a breach of any laws, regulations, authorizations, or agreement towhich it is subject; and 4.1.4this Agreement shall constitute its legal, valid, and binding obligations, and is to be enforceable against it. 4.2Party B’s Representations and Warranties. Party B represents and warrants as follows: 4.2.1he has and shall maintain the full power and authority to enter into this Agreement and to perform his obligations hereunder; 4.2.2the execution and performance of this Agreement by himself will not result in a breach of any laws, regulations, authorizations, oragreement to which he is subject; 4.2.3this Agreement shall constitute his legal, valid, and binding obligations, and is to be enforceable against himself; Loan Agreement - 8 -  4.2.4there are no civil, criminal or administrative, claims, actions, suits, investigations or proceedings pending or threatened against himwhich, based on his knowledge, would materially and adversely affect this Agreement and the performance thereof; 4.2.5there is no provision of any agreement, enforceable judgment or order of any court binding on him or affecting his property, which wouldin any way prevent or materially adversely affect his execution or performance of this Agreement; 4.2.6the execution and performance of this Agreement and the realization of Party A’s rights hereunder will not violate any mortgage right,contract, judgment, decree or law that is binding upon him or his assets; 4.2.7with the exception of the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney, he has not: (a) created anypledge, charge or any other security over any of the Equity Interests; (b) offered to transfer any of the Equity Interests to any third party;(c) issued an undertaking to any third party regarding any offer to purchase any of the Equity Interests; or (d) entered into any agreementto transfer any of the Equity Interests to any third party; and 4.2.8no dispute, action, arbitration, administrative procedure or other legal proceeding (potential or actual) regarding himself and/or any ofthe Equity Interests in existence or pending. Loan Agreement - 9 - 5. UNDERTAKINGS 5.1Party B’s Undertakings relating to the Company. Party B undertakes to vote his total interest in the Company and to take all other necessaryactions to ensure that the Company: 5.1.1will obtain or complete all the necessary governmental approvals, authorizations, licenses, registrations and filing procedures to own itsassets and to engage in the businesses specified in the operational scope of its business license; 5.1.2will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce itsregistered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any asset, business or legal or beneficial interest,or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.1.4will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; Loan Agreement - 10 -  5.1.5will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any partywithout the prior written consent of Party A; 5.1.6will provide all information relating to its operations and financial affairs to Party A upon the request of Party A; 5.1.7will not merge, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations orincome arises or is likely to arise; 5.1.9will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriatedefenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and thePower of Attorney and shall not cause any act or omission to take place which may impair the validity and enforceability of thosedocuments; and Loan Agreement - 11 -  5.1.12will promptly notify Party A in writing of the occurrence of any event which may materially affect its assets, obligations, rights oroperations. 5.2Undertakings of Party B. Party B further undertakes as follows: 5.2.1he will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any of the Equity Interests, or permit thecreation of any other security interest in the Company without the prior written consent of Party A; 5.2.2he will ensure that the shareholders’ meeting of the Company shall not approve any sale, transfer, pledge or other disposal of the EquityInterests, or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.2.3he will ensure that the shareholders’ meeting of the Company shall decide on any matter only with the prior written instruction of PartyA; 5.2.4he will notify Party A immediately if and when any legal action, arbitration, or administrative procedure relating to the Equity Interestsarises or is likely to arise; Loan Agreement - 12 -  5.2.5he will enter into all necessary or appropriate agreements, take all necessary or appropriate actions, file all necessary or appropriate andmake all necessary or appropriate defenses for the purpose of maintaining ownership of the Equity Interests at the instruction of Party A; 5.2.6he will not cause any actions and/or omissions which may materially and adversely affect the assets, operations or liability of theCompany without the prior written consent of Party A; 5.2.7he will, upon the request of Party A, appoint any person nominated by Party A as a director of the Company; 5.2.8in the event that the Party A or the Designated Party purchases the Equity Interests pursuant to the Equity Option Agreement, he shallapply the proceeds therefrom to repay the Loan to Party A; 5.2.9he will promptly notify Party A in writing of the occurrence of any event which may materially affect his assets, obligations, rights oroperations; 5.2.10he shall issue the Power of Attorney simultaneously when entering into this Agreement; 5.2.11the Equity Option Agreement shall be validly executed, pursuant to which Party B shall grant Party A or the Designated Party with anexclusive option to purchase the Equity Interests, to the extent permitted under PRC law; Loan Agreement - 13 -  5.2.12the Equity Pledge Agreement, the Equity Option Agreement, and the Power of Attorney shall be in full effect and free of default, and allrelevant filing or registrations procedures, approvals, and governmental proceedings shall have been obtained or completed; 5.2.13he will strictly observe all the provisions and perform all of his obligations under this Agreement, the Equity Pledge Agreement and theEquity Option Agreement, causing no actions nor failing to take any actions that may impair the validity or enforceability of thisAgreement, the Equity Pledge Agreement or the Equity Option Agreement; 5.2.14he shall maintain as strictly confidential the existence and provisions of this Agreement, as well as any correspondence, resolutions,ancillary agreements and any other documentation associated herewith; and 5.2.15he will not be entitled to any dividend or profit distribution of the Company and will not request or receive any of the same without theprior written consent of Party A. If such dividends or other distributions are distributed to him from the Company, he will immediatelyand unconditionally pay or transfer to Party A any such dividends or other distributions in whatsoever form obtained from the Companyas a shareholder of the Company at the time such payables arise, after having deducted and paid any and all relevant taxes and expensesapplicable as a result of his receipt of such dividends or other distributions. Loan Agreement - 14 - 6 ENFORCEMENT 6.1Repayment of Loan. 6.1.1Upon the occurrence of either an Event of Default or a decision by Party A, in its sole discretion, to demand repayment of the Loan or anyportion of the Loan, Party A may at its discretion issue a notice (Repayment Notice) to Party B requiring repayment of the Loan or anyportion of the Loan and any other payment in arrears under this Agreement. 6.1.2Party B shall repay the Loan by transferring the Equity Interest to Party A or the Designated Party, as directed by Party A, by signing anddelivering an agreement for the transfer of the Equity Interest satisfactory to the Party A from the form to the substance. 6.1.3If Party B fails to comply with its repayment obligations under this Agreement, late payment interest shall be assessed at the rate of 0.3%per day upon the outstanding amount of the Loan and shall be payable from the Repayment Date until the date on which the totalamount of the overdue loan, overdue interest and other monies payable to Party A are fully settled. 6.2Notification. Party B shall immediately notify Party A in writing of the occurrence of any event set forth in Article 2.3 or any circumstance whichmay lead to the occurrence of any such event as soon as Party B knows or is aware of such event or circumstance. Loan Agreement - 15 - 7 CONFIDENTIALITY 7.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all information relating to or arisen from this Agreement,or made available under this Agreement to a party or any associate thereof (Confidential Information). Without the prior written consent of theother party, no party shall disclose any Confidential Information to any third party unless the disclosure is required by law or by enforceable ordersof the court or related government departments. Under such circumstances, the party required to disclose the Confidential Information shall notifythe other party immediately, take all possible measures to minimize the disclosure, and notify the persons to whom information is being disclosed ofthe confidentiality obligation. Notwithstanding anything to the contrary above, Party A shall have the full right to disclose any ConfidentialInformation to its shareholders, affiliates or professional advisors. 7.2Obligations upon Termination. Upon termination of this Agreement, either party shall, at the request of the other party, return any document,material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, such document, material,database, equipment, or software cannot be returned, either party shall destroy all the Confidential Information belonging to the other party anddelete such Confidential Information from any memory devices. No party shall be permitted to continue using the Confidential Information in anyway after the termination of this Agreement. Loan Agreement - 16 - 7.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive the termination ofthis Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of this Agreement by any party.8 DISPUTE RESOLUTION 8.1Governing Law. This Agreement shall be governed by the laws of the PRC. 8.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolve suchdispute through friendly consultation or mediation. 8.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the China InternationalEconomic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with the CIETAC’s rules in effectat the time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitration shall be Chinese. The tribunal shallconsist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost of arbitration shall be allocated as determined by thearbitrators. Loan Agreement - 17 - 9 INDEMNITYParty A agrees to indemnify and hold harmless Party B for any damages, fines or penalties solely incurred in his capacity as a shareholder or any otherpositions (including, without limitation, those of legal representative and director) directly as a result of the establishment of the Company and the operationof the Company’s business in contravention of PRC law; provided, however, that in no instance will Party A provide such indemnification if Party B hasengaged in fraud or willful misconduct or has breached or is in breach of this Agreement.10 MISCELLANEOUS 10.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail ortelecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given or made shall beconfirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given or made; (b) for noticesdelivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) or the 4th day of the delivery dateto an internationally certified delivery institution shall be deemed as having been duly given or made; and (c) for notices by telecopy, the receiptdate showed on the delivery confirming paper of the relevant document shall be deemed as having been duly given or made. Loan Agreement - 18 - Party A : Beijing Chezhiying Technologies Co., Ltd.Address : Room 1117,F/11, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86-10-59857001Attn : Lu MinParty B : Lu MinAddress : Room 901, No. 6, Dehua Street, Xingang West Road, Haizhu District, GuangzhouTel : +*************Attn : Lu Min 10.2Entire Agreement. This Agreement, the Exclusive Technical Consulting and Services Agreement, the Equity Pledge Agreement, the Equity OptionAgreement, and the Power of Attorney from Party B to Party A in favor of Party A shall constitute the entire agreement among the parties in respectof the subject matter hereof and shall supersede any previous discussions, negotiations and agreements related thereto. 10.3Amendment. Without the prior written consent of Party A, Party B shall not amend this Agreement. If required by law, the parties shall obtain allrequisite approvals from the relevant authorities to give effect to the amendment. Loan Agreement - 19 - 10.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of either party to exercise any right, authority orprivilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shall any single or partialexercise of any right, authority or privilege preclude any other future exercise thereof. 10.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall not affect thevalidity or enforceability of any other provision of this agreement. 10.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. 10.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties (naturalperson or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rights and obligations hereinof Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights and obligations under this Agreement, atthe request of Party A, Party B shall execute the relevant agreements and/or documents with respect to such transfer or assignment. Party B shall notassign any of its rights or obligations hereunder without the prior written consent of the Party A. Loan Agreement - 20 - 10.8Effectiveness: This Agreement shall be effective upon its signing by all the parties or their respective authorized representative and shall be deemedterminated as of the date when the Loan has been repaid in full. 10.9Language and Counterparts. This Agreement is prepared in 2 sets of originals both in English and Chinese. Each party shall hold 1 set. Chinesearticles shall prevail over English articles in case of any inconsistency.[The space below has been intentionally left blank.] Loan Agreement - 21 - IN WITNESS WHEREOF, each of the parties hereto has duly executed or has caused this Agreement to be duly executed in its name and on its behalf bythe officer or representative duly authorized, on the day and year first above written.Party A: Beijing Cheerbright Technologies Co., Ltd. /s/ Lu Min Name: /Lu Min/Title: Legal RepresentativeParty B: Lu Min/s/ Lu Min Loan Agreement - 22 - Exhibit 4.28 Loan Agreement BetweenBeijing Chezhiying Technologies Co., Ltd.andLei HaiyunSEPTEMBER 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. DEFINITIONS AND INTERPRETATIONS 4 2. LOAN 5 3. CONDITIONS PRECEDENT 7 4. REPRESENTATIONS AND WARRANTIES 9 5. UNDERTAKINGS 11 6. ENFORCEMENT 16 7. CONFIDENTIALITY 17 8. DISPUTE RESOLUTION 18 9. INDEMNITY 19 10. MISCELLANEOUS 19 Loan Agreement - 2 - THIS LOAN AGREEMENT (Agreement) is entered into on September 30, 2016 in Beijing, People’s Republic of China (PRC)by and between (1)Beijing Chezhiying Technologies Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the law of the PRC,with its registered address at Room1117, F/11, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and (2)Lei Haiyun, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 202, No. 32, 1800Dongfang Road, Pudong District, Shanghai (Party B).Recitals A.Party B acquired the equity interest of a PRC domestically funded limited company named Beijing Shengtuo Hongyuan Information TechnologyCo., Ltd. (Company) in Beijing, PRC, jointly with the other shareholder (i.e. Lu Min), and holds 50% of the equity interest of the Company (EquityInterests); B.Now, Party A has provided Party B with a loan to be used for the purposes of acquiring the equity interest of the Company in accordance with thisAgreement. In accordance with the terms and conditions of this Agreement, Party A agrees to provide an interest-free loan in the amount ofRMB5,000,000 (Loan). Loan Agreement - 3 - NOW, THEREFORE, the parties agree as follows:1. DEFINITIONS AND INTERPRETATIONS 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Party means a third party as designated by Party A;Event of Default means an event as described in Article 2.3;Equity OptionAgreement means the Equity Option Agreement to be entered into by and among Party A, Party B and the Company dated onSeptember 30, 2016;Equity Pledge Agreement means the Equity Interest Pledge Agreement to be entered into by and between Party A, Party B dated on September30, 2016;Power of Attorney means an irrevocable Power of Attorney issued by Party B conferring all his rights as a shareholder of the Company toParty A or the Designated Party dated on September 30, 2016;Repayment Notice means a written notice from Party A to Party B for purposes of the repayment of the Loan. Loan Agreement - 4 - 1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. Any reference toan Article is to an article of this Agreement. The use of the plural shall include the use of the singular, and vice versa. Unless otherwise indicated, areference to a day, month or year is to a calendar day, month or year. The use of the masculine shall include the use of the feminine, and vice versa.2. LOAN 2.1Amount. Party A has provided to Party B, and Party B has received from Party A, the Loan. The Loan shall be interest free. 2.2Term. The term of the Loan shall continue indefinitely until such time as Party B receives a Repayment Notice and fully repays the Loan, or an Eventof Default occurs unless Party A has sent a notice indicating otherwise within 15 calendar days after it is aware of such event. 2.3Event of Default. For purposes of this Agreement, an Event of Default is deemed to have occurred if any of the following were to apply to Party B: 2.3.1a proceeding is commenced against him under any applicable bankruptcy, insolvency, reorganization, court mediation, or other similarlaw; 2.3.2he makes or attempts to make any fraudulent use or any unauthorized transfer of the Loan or the Equity Interests; Loan Agreement - 5 -  2.3.3he dies or his capacity to perform civil acts is lost or limited; 2.3.4he is charged with a criminal offense; 2.3.5any third party institutes a court action against him claiming over RMB 50,000; 2.3.6Party B breaches any of its covenants or other obligations under this Agreement, and such breach has not been remedied within 15calendar days after receiving Party A’s written notice requiring remedy; 2.3.7the representations and warranties made by Party B prove to be false or misleading in any material respect; 2.3.8any indebtedness, guarantee or other obligation of Party B, whether pursuant to a contract or otherwise, (i) is accelerated as a result of adefault thereunder and is required to be repaid or performed prior to the scheduled date; or (ii) has become due and is not repaid orperformed as scheduled and thereby causes Party A to regard Party B’s capacity to perform the obligations specified herein as havingbeen adversely affected; 2.3.9Party B is incapable of repaying his debts as they become due; 2.3.10the Agreement is illegal as a result of any applicable laws or Party B is restricted from continuing to perform its obligations as specifiedherein; Loan Agreement - 6 -  2.3.11any approval, permits, licenses or authorization from any applicable governmental entity (and registration or filing procedure) requiredfor the Company to provide value added telecommunications services in respect of its information services business via the Internet inthe PRC are withdrawn, suspended, invalidated or materially amended; 2.3.12any approval, permits, licenses or authorization from any applicable government authority required to perform this Agreement or makethis Agreement enforceable, legal and valid are withdrawn, suspended, invalidated or materially amended; 2.3.13any property owned by Party B is altered or damaged and thereby causes Party A to deem that the capability of Party B to perform theobligations stated herein have been adversely affected; or 2.3.14Party B defaults under either of the Equity Pledge Agreement or the Equity Option Agreement. 2.4Repayment Date. Unless otherwise agreed by Party A in writing, the Loan borrowed by Party B, any portion of the Loan and any other payment inarrears, if applicable, under this Agreement shall become due and payable five Business Days after Party A gives written notice to Party Bdemanding repayment in accordance with Article 6.1 (Repayment Date). Without Party A’s express prior written consent, the Loan shall not berepaid and shall continue indefinitely until the Repayment Date. Loan Agreement - 7 - 2.5Form of Repayment. Unless agreed by the Parties in writing, the Loan may only be repaid in the form specified in Article 6. 2.6Purpose of Loan. Party B has accepted the Loan provided by Party A and hereby agrees and covenants that the Loan shall be used only to acquirethe equity interest of the Company. Without Party A’s prior written consent, Party B shall not use the Loan for any other purpose, or sell, assign,transfer, pledge or otherwise dispose of any legal rights or benefits in connection with, or create any security interest over, the Equity Interest to anythird party.3 CONDITIONS PRECEDENTDrawdown of the Loan by Party B shall, unless specifically waived by Party A in writing, be conditional upon the fulfillment of all of the followingconditions precedent: 3.1Representations and Warranties. All the representations and warranties provided by Party B in Article 4.2 are true, complete and correct, and shallremain true, complete and correct on the date of such drawdown, as if they are provided on such date. 3.2No Breach. Party B shall not have breached any of his undertakings provided in Article 5, and no event which may affect the performance of PartyB’s obligations hereunder shall have occurred or be likely to occur. Loan Agreement - 8 - 4. REPRESENTATIONS AND WARRANTIES 4.1Party A’s Representations and Warranties. Party A represents and warrants as follows: 4.1.1it is a company incorporated and validly existing under the laws of PRC; 4.1.2it has the power to enter into and perform this Agreement, and its execution and performance of this Agreement is in compliance with thebusiness scope of Party A and the provisions of its articles of association or other constituent documents; 4.1.3the execution and performance of this Agreement by it will not result in a breach of any laws, regulations, authorizations, or agreement towhich it is subject; and 4.1.4this Agreement shall constitute its legal, valid, and binding obligations, and is to be enforceable against it. 4.2Party B’s Representations and Warranties. Party B represents and warrants as follows: 4.2.1he has and shall maintain the full power and authority to enter into this Agreement and to perform his obligations hereunder; 4.2.2the execution and performance of this Agreement by himself will not result in a breach of any laws, regulations, authorizations, oragreement to which he is subject; 4.2.3this Agreement shall constitute his legal, valid, and binding obligations, and is to be enforceable against himself; Loan Agreement - 9 -  4.2.4there are no civil, criminal or administrative, claims, actions, suits, investigations or proceedings pending or threatened against himwhich, based on his knowledge, would materially and adversely affect this Agreement and the performance thereof; 4.2.5there is no provision of any agreement, enforceable judgment or order of any court binding on him or affecting his property, which wouldin any way prevent or materially adversely affect his execution or performance of this Agreement; 4.2.6the execution and performance of this Agreement and the realization of Party A’s rights hereunder will not violate any mortgage right,contract, judgment, decree or law that is binding upon him or his assets; 4.2.7with the exception of the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney, he has not: (a) created anypledge, charge or any other security over any of the Equity Interests; (b) offered to transfer any of the Equity Interests to any third party;(c) issued an undertaking to any third party regarding any offer to purchase any of the Equity Interests; or (d) entered into any agreementto transfer any of the Equity Interests to any third party; and 4.2.8no dispute, action, arbitration, administrative procedure or other legal proceeding (potential or actual) regarding himself and/or any ofthe Equity Interests in existence or pending. Loan Agreement - 10 - 5. UNDERTAKINGS 5.1Party B’s Undertakings relating to the Company. Party B undertakes to vote his total interest in the Company and to take all other necessaryactions to ensure that the Company: 5.1.1will obtain or complete all the necessary governmental approvals, authorizations, licenses, registrations and filing procedures to own itsassets and to engage in the businesses specified in the operational scope of its business license; 5.1.2will not supplement, change, or modify in any way its articles of association or other constituent documents, increase or reduce itsregistered capital, or alter its shareholding structure without the prior written consent of Party A; 5.1.3will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any asset, business or legal or beneficial interest,or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.1.4will not incur, inherit, warrant or permit the existence of any Loan without the prior written consent of Party A; 5.1.5will not enter into any contracts or extend any loan or credit to any party or provide any guarantee or assume any obligation of any partywithout the prior written consent of Party A; Loan Agreement - 11 -  5.1.6will provide all information relating to its operations and financial affairs to Party A upon the request of Party A; 5.1.7will not merge, consolidate with any third party, or acquire or invest in any third party, without the prior written consent of Party A; 5.1.8will notify Party A immediately should any legal action, arbitration or administrative procedure relating to its assets, operations orincome arises or is likely to arise; 5.1.9will execute all necessary or appropriate agreements, take all necessary or appropriate actions and make all necessary or appropriatedefenses for the purpose of maintaining all rights and proprietary interests in respect of its assets; 5.1.10will not pay dividends or distributions of any kind to its shareholders without the prior written consent of Party A; 5.1.11will strictly observe all of the provisions under this Agreement, the Equity Pledge Agreement, the Equity Option Agreement and thePower of Attorney and shall not cause any act or omission to take place which may impair the validity and enforceability of thosedocuments; and Loan Agreement - 12 -  5.1.12will promptly notify Party A in writing of the occurrence of any event which may materially affect its assets, obligations, rights oroperations. 5.2Undertakings of Party B. Party B further undertakes as follows: 5.2.1he will not sell, transfer, mortgage, pledge, grant any option rights or otherwise dispose of any of the Equity Interests, or permit thecreation of any other security interest in the Company without the prior written consent of Party A; 5.2.2he will ensure that the shareholders’ meeting of the Company shall not approve any sale, transfer, pledge or other disposal of the EquityInterests, or permit the creation of any other security interest over the same without the prior written consent of Party A; 5.2.3he will ensure that the shareholders’ meeting of the Company shall decide on any matter only with the prior written instruction of PartyA; 5.2.4he will notify Party A immediately if and when any legal action, arbitration, or administrative procedure relating to the Equity Interestsarises or is likely to arise; 5.2.5he will enter into all necessary or appropriate agreements, take all necessary or appropriate actions, file all necessary or appropriate andmake all necessary or appropriate defenses for the purpose of maintaining ownership of the Equity Interests at the instruction of Party A; Loan Agreement - 13 -  5.2.6he will not cause any actions and/or omissions which may materially and adversely affect the assets, operations or liability of theCompany without the prior written consent of Party A; 5.2.7he will, upon the request of Party A, appoint any person nominated by Party A as a director of the Company; 5.2.8in the event that the Party A or the Designated Party purchases the Equity Interests pursuant to the Equity Option Agreement, he shallapply the proceeds therefrom to repay the Loan to Party A; 5.2.9he will promptly notify Party A in writing of the occurrence of any event which may materially affect his assets, obligations, rights oroperations; 5.2.10he shall issue the Power of Attorney simultaneously when entering into this Agreement; 5.2.11the Equity Option Agreement shall be validly executed, pursuant to which Party B shall grant Party A or the Designated Party with anexclusive option to purchase the Equity Interests, to the extent permitted under PRC law; 5.2.12the Equity Pledge Agreement, the Equity Option Agreement, and the Power of Attorney shall be in full effect and free of default, and allrelevant filing or registrations procedures, approvals, and governmental proceedings shall have been obtained or completed; Loan Agreement - 14 -  5.2.13he will strictly observe all the provisions and perform all of his obligations under this Agreement, the Equity Pledge Agreement and theEquity Option Agreement, causing no actions nor failing to take any actions that may impair the validity or enforceability of thisAgreement, the Equity Pledge Agreement or the Equity Option Agreement; 5.2.14he shall maintain as strictly confidential the existence and provisions of this Agreement, as well as any correspondence, resolutions,ancillary agreements and any other documentation associated herewith; and 5.2.15he will not be entitled to any dividend or profit distribution of the Company and will not request or receive any of the same without theprior written consent of Party A. If such dividends or other distributions are distributed to him from the Company, he will immediatelyand unconditionally pay or transfer to Party A any such dividends or other distributions in whatsoever form obtained from the Companyas a shareholder of the Company at the time such payables arise, after having deducted and paid any and all relevant taxes and expensesapplicable as a result of his receipt of such dividends or other distributions. Loan Agreement - 15 - 6 ENFORCEMENT 6.1Repayment of Loan. 6.1.1Upon the occurrence of either an Event of Default or a decision by Party A, in its sole discretion, to demand repayment of the Loan or anyportion of the Loan, Party A may at its discretion issue a notice (Repayment Notice) to Party B requiring repayment of the Loan or anyportion of the Loan and any other payment in arrears under this Agreement. 6.1.2Party B shall repay the Loan by transferring the Equity Interest to Party A or the Designated Party, as directed by Party A, by signing anddelivering an agreement for the transfer of the Equity Interest satisfactory to the Party A from the form to the substance. 6.1.3If Party B fails to comply with its repayment obligations under this Agreement, late payment interest shall be assessed at the rate of 0.3%per day upon the outstanding amount of the Loan and shall be payable from the Repayment Date until the date on which the totalamount of the overdue loan, overdue interest and other monies payable to Party A are fully settled. 6.2Notification. Party B shall immediately notify Party A in writing of the occurrence of any event set forth in Article 2.3 or any circumstance whichmay lead to the occurrence of any such event as soon as Party B knows or is aware of such event or circumstance. Loan Agreement - 16 - 7 CONFIDENTIALITY 7.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all information relating to or arisen from this Agreement,or made available under this Agreement to a party or any associate thereof (Confidential Information). Without the prior written consent of theother party, no party shall disclose any Confidential Information to any third party unless the disclosure is required by law or by enforceable ordersof the court or related government departments. Under such circumstances, the party required to disclose the Confidential Information shall notifythe other party immediately, take all possible measures to minimize the disclosure, and notify the persons to whom information is being disclosed ofthe confidentiality obligation. Notwithstanding anything to the contrary above, Party A shall have the full right to disclose any ConfidentialInformation to its shareholders, affiliates or professional advisors. 7.2Obligations upon Termination. Upon termination of this Agreement, either party shall, at the request of the other party, return any document,material, database, equipment, or software containing the Confidential Information to the other party. If, for any reason, such document, material,database, equipment, or software cannot be returned, either party shall destroy all the Confidential Information belonging to the other party anddelete such Confidential Information from any memory devices. No party shall be permitted to continue using the Confidential Information in anyway after the termination of this Agreement. Loan Agreement - 17 - 7.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive the termination ofthis Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of this Agreement by any party.8 DISPUTE RESOLUTION 8.1Governing Law. This Agreement shall be governed by the laws of the PRC. 8.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolve suchdispute through friendly consultation or mediation. 8.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the China InternationalEconomic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with the CIETAC’s rules in effectat the time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitration shall be Chinese. The tribunal shallconsist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost of arbitration shall be allocated as determined by thearbitrators. Loan Agreement - 18 - 9 INDEMNITYParty A agrees to indemnify and hold harmless Party B for any damages, fines or penalties solely incurred in his capacity as a shareholder or any otherpositions (including, without limitation, those of legal representative and director) directly as a result of the establishment of the Company and the operationof the Company’s business in contravention of PRC law; provided, however, that in no instance will Party A provide such indemnification if Party B hasengaged in fraud or willful misconduct or has breached or is in breach of this Agreement.10 MISCELLANEOUS 10.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail ortelecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given or made shall beconfirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given or made; (b) for noticesdelivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) or the 4th day of the delivery dateto an internationally certified delivery institution shall be deemed as having been duly given or made; and (c) for notices by telecopy, the receiptdate showed on the delivery confirming paper of the relevant document shall be deemed as having been duly given or made. Loan Agreement - 19 - Party A : Beijing Chezhiying Technologies Co., Ltd.Address : Room 1117,F/11, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86-10-59857001Attn : Lu MinParty B : Lei HaiyunAddress : Room 202, No. 32, 1800 Dongfang Road, Pudong District, ShanghaiTel : +*************Attn : Lei Haiyun 10.2Entire Agreement. This Agreement, the Exclusive Technical Consulting and Services Agreement, the Equity Pledge Agreement, the Equity OptionAgreement, and the Power of Attorney from Party B to Party A in favor of Party A shall constitute the entire agreement among the parties in respectof the subject matter hereof and shall supersede any previous discussions, negotiations and agreements related thereto. 10.3Amendment. Without the prior written consent of Party A, Party B shall not amend this Agreement. If required by law, the parties shall obtain allrequisite approvals from the relevant authorities to give effect to the amendment. Loan Agreement - 20 - 10.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of either party to exercise any right, authority orprivilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shall any single or partialexercise of any right, authority or privilege preclude any other future exercise thereof. 10.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall not affect thevalidity or enforceability of any other provision of this agreement. 10.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. 10.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties (naturalperson or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rights and obligations hereinof Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights and obligations under this Agreement, atthe request of Party A, Party B shall execute the relevant agreements and/or documents with respect to such transfer or assignment. Party B shall notassign any of its rights or obligations hereunder without the prior written consent of the Party A. Loan Agreement - 21 - 10.8Effectiveness: This Agreement shall be effective upon its signing by all the parties or their respective authorized representative and shall be deemedterminated as of the date when the Loan has been repaid in full. 10.9Language and Counterparts. This Agreement is prepared in 2 sets of originals both in English and Chinese. Each party shall hold 1 set. Chinesearticles shall prevail over English articles in case of any inconsistency.[The space below has been intentionally left blank.] Loan Agreement - 22 - IN WITNESS WHEREOF, each of the parties hereto has duly executed or has caused this Agreement to be duly executed in its name and on its behalf bythe officer or representative duly authorized, on the day and year first above written.Party A: Beijing Cheerbright Technologies Co., Ltd. /s/ Lu MinName: /Lu Min/Title: Legal RepresentativeParty B: Lei Haiyun/s/ Lei Haiyun Loan Agreement - 23 - Exhibit 4.29 Equity Option Agreement amongBeijing Cheerbright Technologies Co., Ltd.andLu MinandBeijing Autohome Information Technology Co., Ltd.March 25, 2017TABLE OF CONTENTS Articles Pages 1. Definitions And Interpretations 4 2. Purchase and Sale of Equity Interest 6 3. Undertakings 7 4. Representations and Warranties 12 5. Further Warranties 14 6. Term 14 7. Applicable Law and Dispute Resolution 14 8. Confidentiality 15 9. MISCELLANEOUS 16 Equity Option Agreement - 2 - THIS EQUITY OPTION AGREEMENT (Agreement) is entered into on March 25, 2017 in Beijing, People’s Republic of China (PRC).by and among (1)Beijing Cheerbright Technologies Co., Ltd. a liability limited company incorporated under the PRC laws with its registered address at 1010,Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and (2)Lu Min, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 901, No. 6, Dehua Street,Xingang West Road, Haizhu District, Guangzhou.(Party B);and (3)Beijing Autohome Information Technology Co., Ltd. a company duly organized and existing under the PRC laws with its legal address at Room1011-1015, F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party C).Recitals A.Party B holds 50% of the equity interest in Party C. B.Party C, an operating vehicle of the website (www.autohome.com.cn), is a PRC domestic company lawfully existing in the PRC and engaged inInternet information services. Equity Option Agreement - 3 - C.On March 25, 2017, a Loan Agreement was entered into between Party A and Party B (Loan Agreement), pursuant to which Party B took aloan(Loan) in the total amount of RMB5,000,000 from, and therefore owes a debt to, Party A to subscribe to the aforementioned 50% equityinterest in Party C. D.On March 25, 2017, an Exclusive Technical Consulting and Services Agreement was entered into between Party A and Party C (ServicesAgreement), pursuant to which Party C will pay a service fee to Party A in consideration for services provided by Party A.NOW THEREFORE, the parties agree as follows: 1.Definitions And Interpretations 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Person(s) means 1 or more person(s) designated by Party A; Equity Interest means all of the equity interest held by Party B in Party C; Equity Option Agreement - 4 -  Equity Pledge Agreement means the Equity Interest Pledge Agreement entered into by and among Party A and Party B, dated onMarch 25, 2017, under which Party B pledges to Party A Party B’s Equity Interest in consideration forParty C’s performance of its obligations under the Loan Agreement and Services Agreement; Notice of Purchase means the written notice sent by Party A to exercise the Purchase Right (as defined below), as set forth inArticle 2.2; Person means a person, corporation, joint venture, partnership, enterprise, trust, or non-corporate entity; Purchase Right means an irrevocable right to purchase, at any time, all or part of the Equity Interest held by Party B at aprice equivalent to the lowest price permitted by then-current PRC laws; and Security Interest means any third party’s security, right or interest, any right to purchase Party B’s equity interest in Party C,or any right of acquisition, right of set-off, or other security arrangement, including any security interestsubject to this Agreement, the Equity Pledge Agreement or the Loan Agreement. Equity Option Agreement - 5 -  1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. Theuse of the plural shall include the use of the singular, and vice versa. Unless otherwise indicated, a reference to a day, month or year is toa calendar day, month or year. The use of the masculine shall include the use of the feminine, and vice versa. 2.Purchase and Sale of Equity Interest 2.1Authorization. Party B hereby irrevocably grants Party A or its Designated Person(s) the Purchase Right for his Equity Interest. 2.2Procedures. Upon Party A’s decision to exercise such Purchase Right, it shall send a written Notice of Purchase to Party B setting forthdetails for the purchase. 2.3Exercise of Purchase Right. Every time Party A exercises the Purchase Right: 2.3.1Party B shall supervise and ensure other shareholders of Party C to convene a shareholders meeting, and pass a resolution totransfer the Equity Interest from Party B to Party A and/or the Designated Person; 2.3.2Party B shall, upon the terms and conditions of this Agreement and the Notice of Purchase, enter into all documents requestedby Party A; and Equity Option Agreement - 6 -  2.3.3Party B and Party C shall execute all documents, acquire all approvals, and perform all actions necessary to transfer the validownership of the Equity Interest to Party A and/or the Designated Person. 2.4Method of Payment. Upon exercise of the Purchase Right by Party A or its Designated Person(s), Party A shall make payment bycancelling all or a portion of the Loan, in the same proportion that Party A or its Designated Person(s) has acquired the Security Interest.In case PRC laws require Party A or its Designated Person(s) to pay to Party B, Party B shall immediately and unconditionally pay ortransfer to Party A any proceeds in whatsoever form obtained from the Party A or its Designated Person(s) at the time such payables arise,after having deducted and paid any and all relevant taxes and expenses applicable to such a shareholder as a result of his receipt of suchproceeds. 3.Undertakings 3.1Undertakings of Party C. Party C hereby undertakes that: 3.1.1it will maintain its corporate existence, operate its business, and transact affairs prudently and efficiently in accordance withgood financial and commercial standards and practices; 3.1.2without the prior written consent of Party A, it will not sell, assign, mortgage, or otherwise dispose of any legal or beneficiaryrights to any of its assets, business, or revenues, or permit the creation of any other Security Interest over such rights at any timeafter the execution date of this Agreement; Equity Option Agreement - 7 -  3.1.3without the prior written consent of Party A, it will not incur, assume, guarantee or allow the existence of any debts, except forthose to which Party A has given its written consent; 3.1.4it will always operate its business to maintain the value of its assets, and will not do anything which will affect its businesssituation nor the value of its assets; 3.1.5without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher or outside theordinary business; 3.1.6without the prior written consent of Party A, it will not provide any loan to any third party; 3.1.7at the request of Party A, it will provide to Party A all information relating to its operation and financial conditions; 3.1.8without the prior written consent of Party A, it will not be consolidated or merged with any third party, nor acquire or invest inany third party; Equity Option Agreement - 8 -  3.1.9it will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating to itsassets, business, or revenues; 3.1.10in order to maintain the ownership of all its assets, it will execute all necessary or appropriate documents, take all necessary orappropriate actions, file all necessary or appropriate charges, and conduct all necessary or appropriate defenses against allclaims; 3.1.11without the prior written consent of Party A, it will not in any form whatsoever allocate dividends to shareholders; and 3.1.12if PRC law requires it to be dissolved or liquidated, it shall sell all of its assets to the extent permitted by PRC laws to Party A oranother qualifying entity designated by Party A, at the lowest selling price permitted by applicable PRC law. Any obligationfor Party A to pay Party C as a result of such transaction shall be forgiven by Party C or any proceeds from such transaction shallbe paid to Party A in partial satisfaction of the service fee under the Services Agreement or remitted to Party A or the qualifyingentity designated by Party A, as applicable under then-current PRC laws. 3.2Undertakings of Party B. Party B undertakes on his own behalf that: 3.2.1without the prior written consent of Party A, he will not sell, transfer, mortgage, pledge, grant any option rights or otherwisedispose of any legal or beneficiary rights to the Equity Interest, or permit the creation of any other Security Interest over suchrights at any time, except for the pledge under the Equity Pledge Agreement; Equity Option Agreement - 9 -  3.2.2without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approvingthe sale, assignment, mortgage, or other disposal of the legal or beneficiary rights of any shareholder or allowing the creation ofany other Security Interest over such rights at the shareholders meeting of Party C; 3.2.3without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approvingthe consolidation or merger of Party C with any third party or the acquisition of or investment in any third party by Party C atthe shareholders meeting of Party C; 3.2.4he will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating tothe Equity Interest; 3.2.5at the request of Party A, he will cause the shareholders meeting of Party C to vote in favor of the transfer of the Equity Interestas contemplated hereunder; 3.2.6in order to maintain his ownership of the Equity Interest, he will execute all necessary or appropriate documents, take allnecessary or appropriate actions, file all necessary or appropriate charges, or conduct all necessary or appropriate defensesagainst all claims; Equity Option Agreement - 10 -  3.2.7at the request of Party A, he will appoint the person nominated by Party A as the director of, or to hold any other position in,Party C; 3.2.8at the request of Party A, he will immediately transfer the requested Equity Interest to the Designated Person(s); 3.2.9he will strictly comply with the provisions of this Agreement and any other contracts entered into jointly or separately by theparties hereto, strictly perform the obligations under such contracts, and will not do anything which will affect the validity andenforceability of such contracts; 3.2.10he shall not put forward, or vote in favor of, any shareholder resolution to, or otherwise request Party C to, issue any dividendsor other distributions with respect to his equity interest in Party C; provided, however, in the event that he receives any profit,bonus, distribution or dividend from Party C, he shall, as permitted under PRC laws, immediately pay or transfer such profit,bonus, distribution or dividend to Party A or to any party designated by Party A in order to 1) first, to repay in part the Loanpayable under the Loan Agreement; and 2) then, if there is any profit, bonus, distribution or dividend amount remaining, to payin part the service fee under the Services Agreement on behalf of Party C; and 3.2.11after mandatory liquidation described in 3.1.12 above, he will remit in full to the Party A any residual interest he receives in anonreciprocal transfer or cause it happen. If such transfer is prohibited by PRC law, he will remit the proceeds to Party A or itsDesignated Person(s) in a manner permitted under PRC law Equity Option Agreement - 11 - 4.Representations and Warranties 4.1Representations and Warranties of Party B. Party B hereby represents and warrants on his own behalf to Party A that as of the date ofthis Agreement: 4.1.1he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shallconstitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will notviolate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach,suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions beingimposed thereon; and 4.1.3he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interestother than the Equity Pledge Agreement. Equity Option Agreement - 12 -  4.2Representations and Warranties of Party C. Party C represents and warrants to Party A that: 4.2.1it has the power and right to sign, deliver, and perform its obligations under this Agreement, and said documents shallconstitute its legal, valid, and binding obligations enforceable in accordance with their terms; 4.2.2the execution and delivery, of this Agreement or any other contracts, and the performance of its obligations thereunder, will notviolate PRC law, conflict with its Articles of Association or other constituent documents, breach or result in a default of anycontract or instrument to which it is subject, or result in a breach, suspension, or revocation of any grant, license, or approval orresult in the imposition of any additional conditions being imposed thereon; 4.2.3it is the lawful owner of its assets, and has not created any Security Interest over such assets; 4.2.4it does not have any outstanding debts other than those incurred in the ordinary course of business and which have beendisclosed to Party A; 4.2.5it will comply with all PRC law applicable to the acquisition of assets; and 4.2.6there is no existing, pending or threatened litigation, arbitration, or administrative proceedings relating to the Equity Interest,its assets, or itself. Equity Option Agreement - 13 - 5.Further WarrantiesThe parties to the agreement agree to promptly execute documents reasonably requisite to the performance of the provisions and the aim of thisAgreement or documents beneficial to it, and to take actions reasonably requisite to the performance of the provisions and the aim of thisAgreement or actions beneficial to it. 6.TermThis Agreement shall take effect as of the Effective Date and shall remain in full force and effect until the earlier of (1) the date on which all of theEquity Interests have been acquired by Party A directly or through its Designated Person(s); or (2) the unilateral termination by Party A (at its soleand absolute discretion), by giving 30 days prior written notice to the Party B of its intention to terminate this Agreement. 7.Applicable Law and Dispute Resolution 7.1Governing Law. This Agreement shall be governed by and construed in accordance with PRC law. 7.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance toresolve such dispute through friendly consultation or mediation. Equity Option Agreement - 14 -  7.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the ChinaInternational Economic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with theCIETAC’s rules in effect at the time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitrationshall be Chinese. The tribunal shall consist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost ofarbitration shall be allocated as determined by the arbitrators. 8.Confidentiality 8.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all Confidential Information. Without the priorwritten consent of the other parties, no party shall disclose any Confidential Information to any third party unless the disclosure isrequired by law or by enforceable orders of the court or related government departments. Under such circumstances, the party required todisclose the Confidential Information shall notify the other parties immediately, take all possible measures to minimize the disclosure,and notify the persons to whom information is being disclosed of the confidentiality obligation. 8.2Obligations upon Termination. Upon termination of this Agreement, each party shall, at the request of the other parties, return anydocument, material, database, equipment, or software containing the Confidential Information to the other parties. If, for any reason, suchdocument, material, database, equipment, or software cannot be returned, the parties shall destroy all the Confidential Information anddelete the Confidential Information from any memory devices. No party shall be permitted to continue using the ConfidentialInformation in any way after the termination of this Agreement. Equity Option Agreement - 15 -  8.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive afterthe termination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of thisAgreement by any party. 9.MISCELLANEOUS 9.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail,or telecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given ormade shall be confirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given ormade; (b) for notices delivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) orthe 4th day of the delivery date to an internationally certified delivery institution shall be deemed as having been duly given or made;and (c) for notices by telecopy, the receipt date showed on the delivery confirming paper of the relevant document shall be deemed ashaving been duly given or made. Party A : Beijing Cheerbright Technologies Co., Ltd. Equity Option Agreement - 16 - Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : +86 10 59857001Attn : Lu MinParty B : Lu MinAddress : Room 901, No. 6, Dehua Street, Xingang West Road, Haizhu District, Guangzhou.Tel : 86-18019021198Attn : Lu MinParty C : Beijing Autohome Information Technology Co., Ltd.Address : Room 1011-1015, F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86-10-59857002Attn : Lu Min 9.2Entire Agreement. This Agreement, the Services Agreement, the Loan Agreement, the Equity Pledge Agreement, and the power ofattorney from Party B in favor of Party A shall constitute the entire agreement among the parties in respect of the subject matter hereofand shall supersede any previous discussions, negotiations and agreements related thereto. Equity Option Agreement - 17 -  9.3Amendment. Without the prior written consent of Party A, neither of Party B or Party C of this Agreement shall be entitled to amend thisAgreement. If required by law, the parties shall obtain all requisite approvals from the relevant authorities to give effect to theamendment. 9.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of any party to exercise any right,authority or privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shallany single or partial exercise of any right, authority or privilege preclude any other future exercise thereof. 9.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall notaffect the validity or enforceability of any other provision of this agreement. 9.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. 9.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties(natural person or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rightsand obligations herein of Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights andobligations under this Agreement, at the request of Party A, Party B shall execute the relevant agreements and/or documents with respectto such transfer or assignment. Party B and Party C shall not assign any of its rights or obligations hereunder without the prior writtenconsent of the Party A. Equity Option Agreement - 18 -  9.8Language and Counterparts. This Agreement is prepared in 3 sets of originals in both English and Chinese. Each party shall hold 1 set.Chinese articles shall prevail over English articles in case of any inconsistency. Equity Option Agreement - 19 - IN WITNESS WHEREOF the parties hereof have caused this Agreement to be executed by their duly authorized representatives as of the date first writtenabove. Party A:Beijing Cheerbright Technologies Co., Ltd. /s/ Lu MinName: /Lu Min/Title: Legal Representative /s/ Lu MinParty B:Lu MinParty C:Beijing Autohome Information Technology Co., Ltd. /s/ Lu MinName: /Lu Min/Title: Legal Representative Equity Option Agreement - 20 - Exhibit 4.30 Equity Option Agreement amongBeijing Cheerbright Technologies Co., Ltd.andLei HaiyunandBeijing Autohome Information Technology Co., Ltd.March 25, 2017TABLE OF CONTENTSArticles Pages 1. Definitions And Interpretations 4 2. Purchase and Sale of Equity Interest 6 3. Undertakings 7 4. Representations and Warranties 12 5. Further Warranties 14 6. Term 14 7. Applicable Law and Dispute Resolution 14 8. Confidentiality 15 9. MISCELLANEOUS 16 Equity Option Agreement - 2 - THIS EQUITY OPTION AGREEMENT (Agreement) is entered into on March 25, 2017 in Beijing, People’s Republic of China (PRC).by and among (1)Beijing Cheerbright Technologies Co., Ltd., a liability limited company incorporated under the PRC laws with its registered address at 1010, TowerB, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and (2)Lei Haiyun, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 202, No. 32, 1800Dongfang Road, Pudong District, Shanghai (Party B);and (3)Beijing Autohome Information Technology Co., Ltd., a company duly organized and existing under the PRC laws with its legal address at Room1011-1015, F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party C).Recitals A.Party B holds 50% of the equity interest in Party C. B.Party C, an operating vehicle of the website (www.autohome.com.cn), is a PRC domestic company lawfully existing in the PRC and engaged inInternet information services. Equity Option Agreement - 3 - C.On March 25, 2017, a Loan Agreement was entered into between Party A and Party B (Loan Agreement), pursuant to which Party B took a loan(Loan) in the total amount of RMB5,000,000 from, and therefore owes a debt to, Party A to subscribe to the aforementioned 50% equity interest inParty C. D.On March 25, 2017, an Exclusive Technical Consulting and Services Agreement was entered into between Party A and Party C (ServicesAgreement), pursuant to which Party C will pay a service fee to Party A in consideration for services provided by Party A.NOW THEREFORE, the parties agree as follows: 1.Definitions And Interpretations 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: DesignatedPerson(s) means 1 or more person(s) designated by Party A;Equity Interest means all of the equity interest held by Party B in Party C; Equity Option Agreement - 4 - Equity PledgeAgreement means the Equity Interest Pledge Agreement entered into by and among Party A and Party B, dated on March 25, 2017,under which Party B pledges to Party A Party B’s Equity Interest in consideration for Party C’s performance of itsobligations under the Loan Agreement and Services Agreement;Notice ofPurchase means the written notice sent by Party A to exercise the Purchase Right (as defined below), as set forth in Article 2.2;Person means a person, corporation, joint venture, partnership, enterprise, trust, or non-corporate entity;Purchase Right means an irrevocable right to purchase, at any time, all or part of the Equity Interest held by Party B at a price equivalentto the lowest price permitted by then-current PRC laws; andSecurity Interest means any third party’s security, right or interest, any right to purchase Party B’s equity interest in Party C, or any rightof acquisition, right of set-off, or other security arrangement, including any security interest subject to this Agreement,the Equity Pledge Agreement or the Loan Agreement. Equity Option Agreement - 5 -  1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. The use ofthe plural shall include the use of the singular, and vice versa. Unless otherwise indicated, a reference to a day, month or year is to a calendarday, month or year. The use of the masculine shall include the use of the feminine, and vice versa. 2.Purchase and Sale of Equity Interest 2.1Authorization. Party B hereby irrevocably grants Party A or its Designated Person(s) the Purchase Right for his Equity Interest. 2.2Procedures. Upon Party A’s decision to exercise such Purchase Right, it shall send a written Notice of Purchase to Party B setting forth detailsfor the purchase. 2.3Exercise of Purchase Right. Every time Party A exercises the Purchase Right: 2.3.1Party B shall supervise and ensure other shareholders of Party C to convene a shareholders meeting, and pass a resolution totransfer the Equity Interest from Party B to Party A and/or the Designated Person; 2.3.2Party B shall, upon the terms and conditions of this Agreement and the Notice of Purchase, enter into all documents requestedby Party A; and Equity Option Agreement - 6 -  2.3.3Party B and Party C shall execute all documents, acquire all approvals, and perform all actions necessary to transfer the validownership of the Equity Interest to Party A and/or the Designated Person. 2.4Method of Payment. Upon exercise of the Purchase Right by Party A or its Designated Person(s), Party A shall make payment by cancellingall or a portion of the Loan, in the same proportion that Party A or its Designated Person(s) has acquired the Security Interest. In case PRC lawsrequire Party A or its Designated Person(s) to pay to Party B, Party B shall immediately and unconditionally pay or transfer to Party A anyproceeds in whatsoever form obtained from the Party A or its Designated Person(s) at the time such payables arise, after having deducted andpaid any and all relevant taxes and expenses applicable to such a shareholder as a result of his receipt of such proceeds. 3.Undertakings 3.1Undertakings of Party C. Party C hereby undertakes that: 3.1.1it will maintain its corporate existence, operate its business, and transact affairs prudently and efficiently in accordance withgood financial and commercial standards and practices; Equity Option Agreement - 7 -  3.1.2without the prior written consent of Party A, it will not sell, assign, mortgage, or otherwise dispose of any legal or beneficiaryrights to any of its assets, business, or revenues, or permit the creation of any other Security Interest over such rights at any timeafter the execution date of this Agreement; 3.1.3without the prior written consent of Party A, it will not incur, assume, guarantee or allow the existence of any debts, except forthose to which Party A has given its written consent; 3.1.4it will always operate its business to maintain the value of its assets, and will not do anything which will affect its businesssituation nor the value of its assets; 3.1.5without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher or outside theordinary business; 3.1.6without the prior written consent of Party A, it will not provide any loan to any third party; 3.1.7at the request of Party A, it will provide to Party A all information relating to its operation and financial conditions; 3.1.8without the prior written consent of Party A, it will not be consolidated or merged with any third party, nor acquire or invest inany third party; 3.1.9it will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating to itsassets, business, or revenues; Equity Option Agreement - 8 -  3.1.10in order to maintain the ownership of all its assets, it will execute all necessary or appropriate documents, take all necessary orappropriate actions, file all necessary or appropriate charges, and conduct all necessary or appropriate defenses against allclaims; 3.1.11without the prior written consent of Party A, it will not in any form whatsoever allocate dividends to shareholders; and 3.1.12if PRC law requires it to be dissolved or liquidated, it shall sell all of its assets to the extent permitted by PRC laws to Party A oranother qualifying entity designated by Party A, at the lowest selling price permitted by applicable PRC law. Any obligationfor Party A to pay Party C as a result of such transaction shall be forgiven by Party C or any proceeds from such transaction shallbe paid to Party A in partial satisfaction of the service fee under the Services Agreement or remitted to Party A or the qualifyingentity designated by Party A, as applicable under then-current PRC laws. 3.2Undertakings of Party B. Party B undertakes on his own behalf that: 3.2.1without the prior written consent of Party A, he will not sell, transfer, mortgage, pledge, grant any option rights or otherwisedispose of any legal or beneficiary rights to the Equity Interest, or permit the creation of any other Security Interest over suchrights at any time, except for the pledge under the Equity Pledge Agreement; Equity Option Agreement - 9 -  3.2.2without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approvingthe sale, assignment, mortgage, or other disposal of the legal or beneficiary rights of any shareholder or allowing the creation ofany other Security Interest over such rights at the shareholders meeting of Party C; 3.2.3without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approvingthe consolidation or merger of Party C with any third party or the acquisition of or investment in any third party by Party C atthe shareholders meeting of Party C; 3.2.4he will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating tothe Equity Interest; 3.2.5at the request of Party A, he will cause the shareholders meeting of Party C to vote in favor of the transfer of the Equity Interestas contemplated hereunder; 3.2.6in order to maintain his ownership of the Equity Interest, he will execute all necessary or appropriate documents, take allnecessary or appropriate actions, file all necessary or appropriate charges, or conduct all necessary or appropriate defensesagainst all claims; Equity Option Agreement - 10 -  3.2.7at the request of Party A, he will appoint the person nominated by Party A as the director of, or to hold any other position in,Party C; 3.2.8at the request of Party A, he will immediately transfer the requested Equity Interest to the Designated Person(s); 3.2.9he will strictly comply with the provisions of this Agreement and any other contracts entered into jointly or separately by theparties hereto, strictly perform the obligations under such contracts, and will not do anything which will affect the validity andenforceability of such contracts; 3.2.10he shall not put forward, or vote in favor of, any shareholder resolution to, or otherwise request Party C to, issue any dividendsor other distributions with respect to his equity interest in Party C; provided, however, in the event that he receives any profit,bonus, distribution or dividend from Party C, he shall, as permitted under PRC laws, immediately pay or transfer such profit,bonus, distribution or dividend to Party A or to any party designated by Party A in order to 1) first, to repay in part the Loanpayable under the Loan Agreement; and 2) then, if there is any profit, bonus, distribution or dividend amount remaining, to payin part the service fee under the Services Agreement on behalf of Party C; and Equity Option Agreement - 11 -  3.2.11after mandatory liquidation described in 3.1.12 above, he will remit in full to the Party A any residual interest he receives in anonreciprocal transfer or cause it happen. If such transfer is prohibited by PRC law, he will remit the proceeds to Party A or itsDesignated Person(s) in a manner permitted under PRC law 4.Representations and Warranties 4.1Representations and Warranties of Party B. Party B hereby represents and warrants on his own behalf to Party A that as of the date of thisAgreement: 4.1.1he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shallconstitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will notviolate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach,suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions beingimposed thereon; and 4.1.3he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interestother than the Equity Pledge Agreement. Equity Option Agreement - 12 -  4.2Representations and Warranties of Party C. Party C represents and warrants to Party A that: 4.2.1it has the power and right to sign, deliver, and perform its obligations under this Agreement, and said documents shallconstitute its legal, valid, and binding obligations enforceable in accordance with their terms; 4.2.2the execution and delivery, of this Agreement or any other contracts, and the performance of its obligations thereunder, will notviolate PRC law, conflict with its Articles of Association or other constituent documents, breach or result in a default of anycontract or instrument to which it is subject, or result in a breach, suspension, or revocation of any grant, license, or approval orresult in the imposition of any additional conditions being imposed thereon; 4.2.3it is the lawful owner of its assets, and has not created any Security Interest over such assets; 4.2.4it does not have any outstanding debts other than those incurred in the ordinary course of business and which have beendisclosed to Party A; 4.2.5it will comply with all PRC law applicable to the acquisition of assets; and 4.2.6there is no existing, pending or threatened litigation, arbitration, or administrative proceedings relating to the Equity Interest,its assets, or itself. Equity Option Agreement - 13 - 5.Further WarrantiesThe parties to the agreement agree to promptly execute documents reasonably requisite to the performance of the provisions and the aim of thisAgreement or documents beneficial to it, and to take actions reasonably requisite to the performance of the provisions and the aim of this Agreementor actions beneficial to it. 6.TermThis Agreement shall take effect as of the Effective Date and shall remain in full force and effect until the earlier of (1) the date on which all of theEquity Interests have been acquired by Party A directly or through its Designated Person(s); or (2) the unilateral termination by Party A (at its sole andabsolute discretion), by giving 30 days prior written notice to the Party B of its intention to terminate this Agreement. 7.Applicable Law and Dispute Resolution 7.1Governing Law. This Agreement shall be governed by and construed in accordance with PRC law. 7.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolvesuch dispute through friendly consultation or mediation. Equity Option Agreement - 14 -  7.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the ChinaInternational Economic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with theCIETAC’s rules in effect at the time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitration shallbe Chinese. The tribunal shall consist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost of arbitration shall beallocated as determined by the arbitrators. 8.Confidentiality 8.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all Confidential Information. Without the priorwritten consent of the other parties, no party shall disclose any Confidential Information to any third party unless the disclosure is required bylaw or by enforceable orders of the court or related government departments. Under such circumstances, the party required to disclose theConfidential Information shall notify the other parties immediately, take all possible measures to minimize the disclosure, and notify thepersons to whom information is being disclosed of the confidentiality obligation. 8.2Obligations upon Termination. Upon termination of this Agreement, each party shall, at the request of the other parties, return anydocument, material, database, equipment, or software containing the Confidential Information to the other parties. If, for any reason, suchdocument, material, database, equipment, or software cannot be returned, the parties shall destroy all the Confidential Information and deletethe Confidential Information from any memory devices. No party shall be permitted to continue using the Confidential Information in anyway after the termination of this Agreement. Equity Option Agreement - 15 -  8.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive after thetermination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of thisAgreement by any party. 9.MISCELLANEOUS 9.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail, ortelecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given or made shallbe confirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given or made; (b) fornotices delivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) or the 4th day of thedelivery date to an internationally certified delivery institution shall be deemed as having been duly given or made; and (c) for notices bytelecopy, the receipt date showed on the delivery confirming paper of the relevant document shall be deemed as having been duly given ormade. Party A : Beijing Cheerbright Technologies Co., Ltd. Equity Option Agreement - 16 - Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : +86 10 59857001Attn : Lu MinParty B : Lei HaiyunAddress : Room 202, No. 32, 1800 Dongfang Road, Pudong District, ShanghaiTel : 86-18621138688Attn : Lei HaiyunParty C : Beijing Autohome Information Technology Co., Ltd.Address : Room 1011-1015, F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86-10-59857002Attn : Lu Min 9.2Entire Agreement. This Agreement, the Services Agreement, the Loan Agreement, the Equity Pledge Agreement, and the power of attorneyfrom Party B in favor of Party A shall constitute the entire agreement among the parties in respect of the subject matter hereof and shallsupersede any previous discussions, negotiations and agreements related thereto. Equity Option Agreement - 17 -  9.3Amendment. Without the prior written consent of Party A, neither of Party B or Party C of this Agreement shall be entitled to amend thisAgreement. If required by law, the parties shall obtain all requisite approvals from the relevant authorities to give effect to the amendment. 9.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of any party to exercise any right,authority or privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shall anysingle or partial exercise of any right, authority or privilege preclude any other future exercise thereof. 9.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall notaffect the validity or enforceability of any other provision of this agreement. 9.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. 9.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties(natural person or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rights andobligations herein of Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights and obligationsunder this Agreement, at the request of Party A, Party B shall execute the relevant agreements and/or documents with respect to such transferor assignment. Party B and Party C shall not assign any of its rights or obligations hereunder without the prior written consent of the Party A. Equity Option Agreement - 18 -  9.8Language and Counterparts. This Agreement is prepared in 3 sets of originals in both English and Chinese. Each party shall hold 1 set.Chinese articles shall prevail over English articles in case of any inconsistency. Equity Option Agreement - 19 - IN WITNESS WHEREOF the parties hereof have caused this Agreement to be executed by their duly authorized representatives as of the date first writtenabove. Party A:Beijing Cheerbright Technologies Co., Ltd. /s/ Lu MinName: /Lu Min/Title: Legal Representative /s/ Lei HaiyunParty B:Lei Haiyun Party C:Beijing Autohome Information Technology Co., Ltd. /s/ Lu MinName: /Lu Min/Title: Legal Representative Equity Option Agreement - 20 - Exhibit 4.31 Equity Option Agreement amongBeijing Cheerbright Technologies Co., Ltd.andLu MinandShanghai You Che You Jia Advertising Co., Ltd.March 25, 2017TABLE OF CONTENTS ARTICLE PAGE 1. Definitions And Interpretations 5 2. Purchase and Sale of Equity Interest 6 3. Undertakings 8 4. Representations and Warranties 13 5. Further Warranties 15 6. Term 15 7. Applicable Law and Dispute Resolution 15 8. Confidentiality 16 9. MISCELLANEOUS 18 Equity Option Agreement - 2 - THIS EQUITY OPTION AGREEMENT (Agreement) is entered into on March 25, 2017 in Beijing, People’s Republic of China (PRC).by and among (1)Beijing Cheerbright Technologies Co., Ltd., a liability limited company incorporated under the PRC laws with its registered address at 1010,Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and (2)Lu Min, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 901, No. 6, Dehua Street,Xingang West Road, Haizhu District, Guangzhou.(Party B);and (3)Shanghai You Che You Jia Advertising Co., Ltd., a company duly organized and existing under the PRC laws with its legal address at Room 3031,District A, Unit H, No.55 Huiyuan Road, Jiading Industry District, Shanghai, China (Party C). Equity Option Agreement - 3 - Recitals A.Party B holds 50% of the equity interest in Party C. B.Party C is a PRC domestic company lawfully existing in the PRC and engaged in the business of advertising agency. C.On March 25, 2017, a Loan Agreement was entered into between Party A and Party B (Loan Agreement), pursuant to which Party B took aloan(Loan) in the total amount of RMB5,000,000 from, and therefore owes a debt to, Party A to subscribe to the aforementioned 50% equityinterest in Party C. D.On March 25, 2017, an Exclusive Technical Consulting and Services Agreement was entered into between Party A and Party C (ServicesAgreement), pursuant to which Party C will pay a service fee to Party A in consideration for services provided by Party A. Equity Option Agreement - 4 - NOW THEREFORE, the parties agree as follows: 1.Definitions And Interpretations 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Person(s) means 1 or more person(s) designated by Party A; Equity Interest means all of the equity interest held by Party B in Party C; Equity Pledge Agreement means the Equity Interest Pledge Agreement entered into by and among Party A and Party B, dated onMarch 25, 2017, under which Party B pledges to Party A Party B’s Equity Interest in consideration forParty C’s performance of its obligations under the Loan Agreement and Services Agreement; Notice of Purchase means the written notice sent by Party A to exercise the Purchase Right (as defined below), as set forth inArticle 2.2; Person means a person, corporation, joint venture, partnership, enterprise, trust, or non-corporate entity; Purchase Right means an irrevocable right to purchase, at any time, all or part of the Equity Interest held by Party B at aprice equivalent to the lowest price permitted by then-current PRC laws; and Equity Option Agreement - 5 -  Security Interest means any third party’s security, right or interest, any right to purchase Party B’s equity interest in Party C,or any right of acquisition, right of set-off, or other security arrangement, including any security interestsubject to this Agreement, the Equity Pledge Agreement or the Loan Agreement. 1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. Theuse of the plural shall include the use of the singular, and vice versa. Unless otherwise indicated, a reference to a day, month or year is toa calendar day, month or year. The use of the masculine shall include the use of the feminine, and vice versa. 2.Purchase and Sale of Equity Interest 2.1Authorization. Party B hereby irrevocably grants Party A or its Designated Person(s) the Purchase Right for his Equity Interest. 2.2Procedures. Upon Party A’s decision to exercise such Purchase Right, it shall send a written Notice of Purchase to Party B setting forthdetails for the purchase. Equity Option Agreement - 6 -  2.3Exercise of Purchase Right. Every time Party A exercises the Purchase Right: 2.3.1Party B shall supervise and ensure other shareholders of Party C to convene a shareholders meeting, and pass a resolution totransfer the Equity Interest from Party B to Party A and/or the Designated Person; 2.3.2Party B shall, upon the terms and conditions of this Agreement and the Notice of Purchase, enter into all documents requestedby Party A; and 2.3.3Party B and Party C shall execute all documents, acquire all approvals, and perform all actions necessary to transfer the validownership of the Equity Interest to Party A and/or the Designated Person. 2.4Method of Payment. Upon exercise of the Purchase Right by Party A or its Designated Person(s), Party A shall make payment bycancelling all or a portion of the Loan, in the same proportion that Party A or its Designated Person(s) has acquired the Security Interest.In case PRC laws require Party A or its Designated Person(s) to pay to Party B, Party B shall immediately and unconditionally pay ortransfer to Party A any proceeds in whatsoever form obtained from the Party A or its Designated Person(s) at the time such payables arise,after having deducted and paid any and all relevant taxes and expenses applicable to such a shareholder as a result of his receipt of suchproceeds. Equity Option Agreement - 7 - 3.Undertakings 3.1Undertakings of Party C. Party C hereby undertakes that: 3.1.1it will maintain its corporate existence, operate its business, and transact affairs prudently and efficiently in accordance withgood financial and commercial standards and practices; 3.1.2without the prior written consent of Party A, it will not sell, assign, mortgage, or otherwise dispose of any legal or beneficiaryrights to any of its assets, business, or revenues, or permit the creation of any other Security Interest over such rights at any timeafter the execution date of this Agreement; 3.1.3without the prior written consent of Party A, it will not incur, assume, guarantee or allow the existence of any debts, except forthose to which Party A has given its written consent; 3.1.4it will always operate its business to maintain the value of its assets, and will not do anything which will affect its businesssituation nor the value of its assets; Equity Option Agreement - 8 -  3.1.5without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher or outside theordinary business; 3.1.6without the prior written consent of Party A, it will not provide any loan to any third party; 3.1.7at the request of Party A, it will provide to Party A all information relating to its operation and financial conditions; 3.1.8without the prior written consent of Party A, it will not be consolidated or merged with any third party, nor acquire or invest inany third party; 3.1.9it will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating to itsassets, business, or revenues; 3.1.10in order to maintain the ownership of all its assets, it will execute all necessary or appropriate documents, take all necessary orappropriate actions, file all necessary or appropriate charges, and conduct all necessary or appropriate defenses against allclaims; 3.1.11without the prior written consent of Party A, it will not in any form whatsoever allocate dividends to shareholders; and Equity Option Agreement - 9 -  3.1.12if PRC law requires it to be dissolved or liquidated, it shall sell all of its assets to the extent permitted by PRC laws to Party A oranother qualifying entity designated by Party A, at the lowest selling price permitted by applicable PRC law. Any obligationfor Party A to pay Party C as a result of such transaction shall be forgiven by Party C or any proceeds from such transaction shallbe paid to Party A in partial satisfaction of the service fee under the Services Agreement or remitted to Party A or the qualifyingentity designated by Party A, as applicable under then-current PRC laws. 3.2Undertakings of Party B. Party B undertakes on his own behalf that: 3.2.1without the prior written consent of Party A, he will not sell, transfer, mortgage, pledge, grant any option rights or otherwisedispose of any legal or beneficiary rights to the Equity Interest, or permit the creation of any other Security Interest over suchrights at any time, except for the pledge under the Equity Pledge Agreement; 3.2.2without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approvingthe sale, assignment, mortgage, or other disposal of the legal or beneficiary rights of any shareholder or allowing the creation ofany other Security Interest over such rights at the shareholders meeting of Party C; Equity Option Agreement - 10 -  3.2.3without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approvingthe consolidation or merger of Party C with any third party or the acquisition of or investment in any third party by Party C atthe shareholders meeting of Party C; 3.2.4he will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating tothe Equity Interest; 3.2.5at the request of Party A, he will cause the shareholders meeting of Party C to vote in favor of the transfer of the Equity Interestas contemplated hereunder; 3.2.6in order to maintain his ownership of the Equity Interest, he will execute all necessary or appropriate documents, take allnecessary or appropriate actions, file all necessary or appropriate charges, or conduct all necessary or appropriate defensesagainst all claims; 3.2.7at the request of Party A, he will appoint the person nominated by Party A as the director of, or to hold any other position in,Party C; Equity Option Agreement - 11 -  3.2.8at the request of Party A, he will immediately transfer the requested Equity Interest to the Designated Person(s); 3.2.9he will strictly comply with the provisions of this Agreement and any other contracts entered into jointly or separately by theparties hereto, strictly perform the obligations under such contracts, and will not do anything which will affect the validity andenforceability of such contracts; 3.2.10he shall not put forward, or vote in favor of, any shareholder resolution to, or otherwise request Party C to, issue any dividendsor other distributions with respect to his equity interest in Party C; provided, however, in the event that he receives any profit,bonus, distribution or dividend from Party C, he shall, as permitted under PRC laws, immediately pay or transfer such profit,bonus, distribution or dividend to Party A or to any party designated by Party A in order to 1) first, to repay in part the Loanpayable under the Loan Agreement; and 2) then, if there is any profit, bonus, distribution or dividend amount remaining, to payin part the service fee under the Services Agreement on behalf of Party C; and Equity Option Agreement - 12 -  3.2.11after mandatory liquidation described in 3.1.12 above, he will remit in full to the Party A any residual interest he receives in anonreciprocal transfer or cause it happen. If such transfer is prohibited by PRC law, he will remit the proceeds to Party A or itsDesignated Person(s) in a manner permitted under PRC law 4.Representations and Warranties 4.1Representations and Warranties of Party B. Party B hereby represents and warrants on his own behalf to Party A that as of the date ofthis Agreement: 4.1.1he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shallconstitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will notviolate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach,suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions beingimposed thereon; and 4.1.3he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interestother than the Equity Pledge Agreement. Equity Option Agreement - 13 -  4.2Representations and Warranties of Party C. Party C represents and warrants to Party A that: 4.2.1it has the power and right to sign, deliver, and perform its obligations under this Agreement, and said documents shallconstitute its legal, valid, and binding obligations enforceable in accordance with their terms; 4.2.2the execution and delivery, of this Agreement or any other contracts, and the performance of its obligations thereunder, will notviolate PRC law, conflict with its Articles of Association or other constituent documents, breach or result in a default of anycontract or instrument to which it is subject, or result in a breach, suspension, or revocation of any grant, license, or approval orresult in the imposition of any additional conditions being imposed thereon; 4.2.3it is the lawful owner of its assets, and has not created any Security Interest over such assets; 4.2.4it does not have any outstanding debts other than those incurred in the ordinary course of business and which have beendisclosed to Party A; 4.2.5it will comply with all PRC law applicable to the acquisition of assets; and Equity Option Agreement - 14 -  4.2.6there is no existing, pending or threatened litigation, arbitration, or administrative proceedings relating to the Equity Interest,its assets, or itself. 5.Further WarrantiesThe parties to the agreement agree to promptly execute documents reasonably requisite to the performance of the provisions and the aim of thisAgreement or documents beneficial to it, and to take actions reasonably requisite to the performance of the provisions and the aim of thisAgreement or actions beneficial to it. 6.TermThis Agreement shall take effect as of the Effective Date and shall remain in full force and effect until the earlier of (1) the date on which all of theEquity Interests have been acquired by Party A directly or through its Designated Person(s); or (2) the unilateral termination by Party A (at its soleand absolute discretion), by giving 30 days prior written notice to the Party B of its intention to terminate this Agreement. 7.Applicable Law and Dispute Resolution 7.1Governing Law. This Agreement shall be governed by and construed in accordance with PRC law. Equity Option Agreement - 15 -  7.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance toresolve such dispute through friendly consultation or mediation. 7.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the ChinaInternational Economic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with theCIETAC’s rules in effect at the time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitrationshall be Chinese. The tribunal shall consist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost ofarbitration shall be allocated as determined by the arbitrators. 8.Confidentiality 8.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all Confidential Information. Without the priorwritten consent of the other parties, no party shall disclose any Confidential Information to any third party unless the disclosure isrequired by law or by enforceable orders of the court or related government departments. Under such circumstances, the party required todisclose the Confidential Information shall notify the other parties immediately, take all possible measures to minimize the disclosure,and notify the persons to whom information is being disclosed of the confidentiality obligation. Equity Option Agreement - 16 -  8.2Obligations upon Termination. Upon termination of this Agreement, each party shall, at the request of the other parties, return anydocument, material, database, equipment, or software containing the Confidential Information to the other parties. If, for any reason, suchdocument, material, database, equipment, or software cannot be returned, the parties shall destroy all the Confidential Information anddelete the Confidential Information from any memory devices. No party shall be permitted to continue using the ConfidentialInformation in any way after the termination of this Agreement. 8.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive afterthe termination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of thisAgreement by any party. Equity Option Agreement - 17 - 9.MISCELLANEOUS 9.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail,or telecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given ormade shall be confirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given ormade; (b) for notices delivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) orthe 4th day of the delivery date to an internationally certified delivery institution shall be deemed as having been duly given or made;and (c) for notices by telecopy, the receipt date showed on the delivery confirming paper of the relevant document shall be deemed ashaving been duly given or made. Party A : Beijing Cheerbright Technologies Co., Ltd.Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : +86 10 59857001Attn : Lu MinParty B : Lu MinAddress : Room 901, No. 6, Dehua Street, Xingang West Road, Haizhu District, Guangzhou.Tel : 86-18019021198Attn : Lu MinParty C : Shanghai You Che You Jia Advertising Co., Ltd.Address : Room 3031, District A, Unit H, No.55 Huiyuan Road, Jiading Industry District, Shanghai, ChinaTel : 86-10-59857002Attn : Lu Min 9.2Entire Agreement. This Agreement, the Services Agreement, the Loan Agreement, the Equity Pledge Agreement, and the power ofattorney from Party B in favor of Party A shall constitute the entire agreement among the parties in respect of the subject matter hereofand shall supersede any previous discussions, negotiations and agreements related thereto. 9.3Amendment. Without the prior written consent of Party A, neither of Party B or Party C of this Agreement shall be entitled to amend thisAgreement. If required by law, the parties shall obtain all requisite approvals from the relevant authorities to give effect to theamendment. Equity Option Agreement - 18 -  9.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of any party to exercise any right,authority or privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shallany single or partial exercise of any right, authority or privilege preclude any other future exercise thereof. 9.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall notaffect the validity or enforceability of any other provision of this agreement. 9.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. 9.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties(natural person or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rightsand obligations herein of Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights andobligations under this Agreement, at the request of Party A, Party B shall execute the relevant agreements and/or documents with respectto such transfer or assignment. Party B and Party C shall not assign any of its rights or obligations hereunder without the prior writtenconsent of the Party A. Equity Option Agreement - 19 -  9.8Language and Counterparts. This Agreement is prepared in 3 sets of originals in both English and Chinese. Each party shall hold 1 set.Chinese articles shall prevail over English articles in case of any inconsistency. Equity Option Agreement - 20 - IN WITNESS WHEREOF the parties hereof have caused this Agreement to be executed by their duly authorized representatives as of the date first writtenabove. Party A: Beijing Cheerbright Technologies Co., Ltd./s/ Lu MinName: /Lu Min/Title: Legal Representative/s/ Lu MinParty B: Lu MinParty C: Shanghai You Che You Jia Advertising Co., Ltd./s/ Lu MinName: /Lu Min/Title: Legal Representative Equity Option Agreement Exhibit 4.32 Equity Option Agreement amongBeijing Cheerbright Technologies Co., Ltd.andLei HaiyunandShanghai You Che You Jia Advertising Co., Ltd.March 25, 2017 TABLE OF CONTENTS ARTICLE PAGE 1. Definitions And Interpretations 5 2. Purchase and Sale of Equity Interest 6 3. Undertakings 8 4. Representations and Warranties 13 5. Further Warranties 15 6. Term 15 7. Applicable Law and Dispute Resolution 15 8. Confidentiality 16 9. MISCELLANEOUS 18 Equity Option Agreement - 2 - THIS EQUITY OPTION AGREEMENT (Agreement) is entered into on March 25, 2017 in Beijing, People’s Republic of China (PRC).by and among (1)Beijing Cheerbright Technologies Co., Ltd., a liability limited company incorporated under the PRC laws with its registered address at 1010, TowerB, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and (2)Lei Haiyun, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 202, No. 32, 1800Dongfang Road, Pudong District, Shanghai (Party B);and (3)Shanghai You Che You Jia Advertising Co., Ltd., a company duly organized and existing under the PRC laws with its legal address at Room 3031,District A, Unit H, No.55 Huiyuan Road, Jiading Industry District, Shanghai, China (Party C).Recitals A.Party B holds 50% of the equity interest in Party C. Equity Option Agreement - 3 - B.Party C is a PRC domestic company lawfully existing in the PRC and engaged in the business of advertising agency. C.On March 25, 2017, a Loan Agreement was entered into between Party A and Party B (Loan Agreement), pursuant to which Party B took aloan(Loan) in the total amount of RMB5,000,000 from, and therefore owes a debt to, Party A to subscribe to the aforementioned 50% equity interestin Party C. D.On March 25, 2017, an Exclusive Technical Consulting and Services Agreement was entered into between Party A and Party C (ServicesAgreement), pursuant to which Party C will pay a service fee to Party A in consideration for services provided by Party A. Equity Option Agreement - 4 - NOW THEREFORE, the parties agree as follows: 1.Definitions And Interpretations 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Person(s) means 1 or more person(s) designated by Party A;Equity Interest means all of the equity interest held by Party B in Party C;Equity PledgeAgreement means the Equity Interest Pledge Agreement entered into by and among Party A and Party B, dated on March 25,2017, under which Party B pledges to Party A Party B’s Equity Interest in consideration for Party C’s performance ofits obligations under the Loan Agreement and Services Agreement;Notice of Purchase means the written notice sent by Party A to exercise the Purchase Right (as defined below), as set forth in Article 2.2;Person means a person, corporation, joint venture, partnership, enterprise, trust, or non-corporate entity;Purchase Right means an irrevocable right to purchase, at any time, all or part of the Equity Interest held by Party B at a priceequivalent to the lowest price permitted by then-current PRC laws; and Equity Option Agreement - 5 - Security Interest means any third party’s security, right or interest, any right to purchase Party B’s equity interest in Party C, or any rightof acquisition, right of set-off, or other security arrangement, including any security interest subject to this Agreement,the Equity Pledge Agreement or the Loan Agreement. 1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. The use ofthe plural shall include the use of the singular, and vice versa. Unless otherwise indicated, a reference to a day, month or year is to a calendarday, month or year. The use of the masculine shall include the use of the feminine, and vice versa. 2.Purchase and Sale of Equity Interest 2.1Authorization. Party B hereby irrevocably grants Party A or its Designated Person(s) the Purchase Right for his Equity Interest. 2.2Procedures. Upon Party A’s decision to exercise such Purchase Right, it shall send a written Notice of Purchase to Party B setting forth detailsfor the purchase. Equity Option Agreement - 6 -  2.3Exercise of Purchase Right. Every time Party A exercises the Purchase Right: 2.3.1Party B shall supervise and ensure other shareholders of Party C to convene a shareholders meeting, and pass a resolution totransfer the Equity Interest from Party B to Party A and/or the Designated Person; 2.3.2Party B shall, upon the terms and conditions of this Agreement and the Notice of Purchase, enter into all documents requestedby Party A; and 2.3.3Party B and Party C shall execute all documents, acquire all approvals, and perform all actions necessary to transfer the validownership of the Equity Interest to Party A and/or the Designated Person. 2.4Method of Payment. Upon exercise of the Purchase Right by Party A or its Designated Person(s), Party A shall make payment by cancellingall or a portion of the Loan, in the same proportion that Party A or its Designated Person(s) has acquired the Security Interest. In case PRC lawsrequire Party A or its Designated Person(s) to pay to Party B, Party B shall immediately and unconditionally pay or transfer to Party A anyproceeds in whatsoever form obtained from the Party A or its Designated Person(s) at the time such payables arise, after having deducted andpaid any and all relevant taxes and expenses applicable to such a shareholder as a result of his receipt of such proceeds. Equity Option Agreement - 7 - 3.Undertakings 3.1Undertakings of Party C. Party C hereby undertakes that: 3.1.1it will maintain its corporate existence, operate its business, and transact affairs prudently and efficiently in accordance withgood financial and commercial standards and practices; 3.1.2without the prior written consent of Party A, it will not sell, assign, mortgage, or otherwise dispose of any legal or beneficiaryrights to any of its assets, business, or revenues, or permit the creation of any other Security Interest over such rights at any timeafter the execution date of this Agreement; 3.1.3without the prior written consent of Party A, it will not incur, assume, guarantee or allow the existence of any debts, except forthose to which Party A has given its written consent; 3.1.4it will always operate its business to maintain the value of its assets, and will not do anything which will affect its businesssituation nor the value of its assets; Equity Option Agreement - 8 -  3.1.5without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher or outside theordinary business; 3.1.6without the prior written consent of Party A, it will not provide any loan to any third party; 3.1.7at the request of Party A, it will provide to Party A all information relating to its operation and financial conditions; 3.1.8without the prior written consent of Party A, it will not be consolidated or merged with any third party, nor acquire or invest inany third party; 3.1.9it will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating to itsassets, business, or revenues; 3.1.10in order to maintain the ownership of all its assets, it will execute all necessary or appropriate documents, take all necessary orappropriate actions, file all necessary or appropriate charges, and conduct all necessary or appropriate defenses against allclaims; 3.1.11without the prior written consent of Party A, it will not in any form whatsoever allocate dividends to shareholders; and Equity Option Agreement - 9 -  3.1.12if PRC law requires it to be dissolved or liquidated, it shall sell all of its assets to the extent permitted by PRC laws to Party A oranother qualifying entity designated by Party A, at the lowest selling price permitted by applicable PRC law. Any obligationfor Party A to pay Party C as a result of such transaction shall be forgiven by Party C or any proceeds from such transaction shallbe paid to Party A in partial satisfaction of the service fee under the Services Agreement or remitted to Party A or the qualifyingentity designated by Party A, as applicable under then-current PRC laws. 3.2Undertakings of Party B. Party B undertakes on his own behalf that: 3.2.1without the prior written consent of Party A, he will not sell, transfer, mortgage, pledge, grant any option rights or otherwisedispose of any legal or beneficiary rights to the Equity Interest, or permit the creation of any other Security Interest over suchrights at any time, except for the pledge under the Equity Pledge Agreement; Equity Option Agreement - 10 -  3.2.2without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approvingthe sale, assignment, mortgage, or other disposal of the legal or beneficiary rights of any shareholder or allowing the creation ofany other Security Interest over such rights at the shareholders meeting of Party C; 3.2.3without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approvingthe consolidation or merger of Party C with any third party or the acquisition of or investment in any third party by Party C atthe shareholders meeting of Party C; 3.2.4he will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating tothe Equity Interest; 3.2.5at the request of Party A, he will cause the shareholders meeting of Party C to vote in favor of the transfer of the Equity Interestas contemplated hereunder; 3.2.6in order to maintain his ownership of the Equity Interest, he will execute all necessary or appropriate documents, take allnecessary or appropriate actions, file all necessary or appropriate charges, or conduct all necessary or appropriate defensesagainst all claims; 3.2.7at the request of Party A, he will appoint the person nominated by Party A as the director of, or to hold any other position in,Party C; Equity Option Agreement - 11 -  3.2.8at the request of Party A, he will immediately transfer the requested Equity Interest to the Designated Person(s); 3.2.9he will strictly comply with the provisions of this Agreement and any other contracts entered into jointly or separately by theparties hereto, strictly perform the obligations under such contracts, and will not do anything which will affect the validity andenforceability of such contracts; 3.2.10he shall not put forward, or vote in favor of, any shareholder resolution to, or otherwise request Party C to, issue any dividendsor other distributions with respect to his equity interest in Party C; provided, however, in the event that he receives any profit,bonus, distribution or dividend from Party C, he shall, as permitted under PRC laws, immediately pay or transfer such profit,bonus, distribution or dividend to Party A or to any party designated by Party A in order to 1) first, to repay in part the Loanpayable under the Loan Agreement; and 2) then, if there is any profit, bonus, distribution or dividend amount remaining, to payin part the service fee under the Services Agreement on behalf of Party C; and Equity Option Agreement - 12 -  3.2.11after mandatory liquidation described in 3.1.12 above, he will remit in full to the Party A any residual interest he receives in anonreciprocal transfer or cause it happen. If such transfer is prohibited by PRC law, he will remit the proceeds to Party A or itsDesignated Person(s) in a manner permitted under PRC law 4.Representations and Warranties 4.1Representations and Warranties of Party B. Party B hereby represents and warrants on his own behalf to Party A that as of the date of thisAgreement: 4.1.1he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shallconstitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will notviolate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach,suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions beingimposed thereon; and 4.1.3he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interestother than the Equity Pledge Agreement. Equity Option Agreement - 13 -  4.2Representations and Warranties of Party C. Party C represents and warrants to Party A that: 4.2.1it has the power and right to sign, deliver, and perform its obligations under this Agreement, and said documents shallconstitute its legal, valid, and binding obligations enforceable in accordance with their terms; 4.2.2the execution and delivery, of this Agreement or any other contracts, and the performance of its obligations thereunder, will notviolate PRC law, conflict with its Articles of Association or other constituent documents, breach or result in a default of anycontract or instrument to which it is subject, or result in a breach, suspension, or revocation of any grant, license, or approval orresult in the imposition of any additional conditions being imposed thereon; 4.2.3it is the lawful owner of its assets, and has not created any Security Interest over such assets; 4.2.4it does not have any outstanding debts other than those incurred in the ordinary course of business and which have beendisclosed to Party A; 4.2.5it will comply with all PRC law applicable to the acquisition of assets; and Equity Option Agreement - 14 -  4.2.6there is no existing, pending or threatened litigation, arbitration, or administrative proceedings relating to the Equity Interest,its assets, or itself. 5.Further WarrantiesThe parties to the agreement agree to promptly execute documents reasonably requisite to the performance of the provisions and the aim of thisAgreement or documents beneficial to it, and to take actions reasonably requisite to the performance of the provisions and the aim of this Agreementor actions beneficial to it. 6.TermThis Agreement shall take effect as of the Effective Date and shall remain in full force and effect until the earlier of (1) the date on which all of theEquity Interests have been acquired by Party A directly or through its Designated Person(s); or (2) the unilateral termination by Party A (at its sole andabsolute discretion), by giving 30 days prior written notice to the Party B of its intention to terminate this Agreement. 7.Applicable Law and Dispute Resolution 7.1Governing Law. This Agreement shall be governed by and construed in accordance with PRC law. Equity Option Agreement - 15 -  7.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolvesuch dispute through friendly consultation or mediation. 7.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the ChinaInternational Economic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with theCIETAC’s rules in effect at the time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitration shallbe Chinese. The tribunal shall consist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost of arbitration shall beallocated as determined by the arbitrators. 8.Confidentiality 8.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all Confidential Information. Without the priorwritten consent of the other parties, no party shall disclose any Confidential Information to any third party unless the disclosure is required bylaw or by enforceable orders of the court or related government departments. Under such circumstances, the party required to disclose theConfidential Information shall notify the other parties immediately, take all possible measures to minimize the disclosure, and notify thepersons to whom information is being disclosed of the confidentiality obligation. Equity Option Agreement - 16 -  8.2Obligations upon Termination. Upon termination of this Agreement, each party shall, at the request of the other parties, return anydocument, material, database, equipment, or software containing the Confidential Information to the other parties. If, for any reason, suchdocument, material, database, equipment, or software cannot be returned, the parties shall destroy all the Confidential Information and deletethe Confidential Information from any memory devices. No party shall be permitted to continue using the Confidential Information in anyway after the termination of this Agreement. 8.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive after thetermination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of thisAgreement by any party. Equity Option Agreement - 17 - 9.MISCELLANEOUS 9.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail, ortelecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given or made shallbe confirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given or made; (b) fornotices delivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) or the 4th day of thedelivery date to an internationally certified delivery institution shall be deemed as having been duly given or made; and (c) for notices bytelecopy, the receipt date showed on the delivery confirming paper of the relevant document shall be deemed as having been duly given ormade. Party A : Beijing Cheerbright Technologies Co., Ltd.Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : +86 10 59857001Attn : Lu Min Equity Option Agreement - 18 - Party B : Lei HaiyunAddress : Room 202, No. 32, 1800 Dongfang Road, Pudong District, ShanghaiTel : 86-18621138688Attn : Lei HaiyunParty C : Shanghai You Che You Jia Advertising Co., Ltd.Address : Room 3031, District A, Unit H, No.55 Huiyuan Road, Jiading Industry District, Shanghai, ChinaTel : 86-10-59857002Attn : Lu Min 9.2Entire Agreement. This Agreement, the Services Agreement, the Loan Agreement, the Equity Pledge Agreement, and the power of attorneyfrom Party B in favor of Party A shall constitute the entire agreement among the parties in respect of the subject matter hereof and shallsupersede any previous discussions, negotiations and agreements related thereto. 9.3Amendment. Without the prior written consent of Party A, neither of Party B or Party C of this Agreement shall be entitled to amend thisAgreement. If required by law, the parties shall obtain all requisite approvals from the relevant authorities to give effect to the amendment. Equity Option Agreement - 19 -  9.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of any party to exercise any right,authority or privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shall anysingle or partial exercise of any right, authority or privilege preclude any other future exercise thereof. 9.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall notaffect the validity or enforceability of any other provision of this agreement. 9.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. 9.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties(natural person or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rights andobligations herein of Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights and obligationsunder this Agreement, at the request of Party A, Party B shall execute the relevant agreements and/or documents with respect to such transferor assignment. Party B and Party C shall not assign any of its rights or obligations hereunder without the prior written consent of the Party A. Equity Option Agreement - 20 -  9.8Language and Counterparts. This Agreement is prepared in 3 sets of originals in both English and Chinese. Each party shall hold 1 set.Chinese articles shall prevail over English articles in case of any inconsistency. Equity Option Agreement - 21 - IN WITNESS WHEREOF the parties hereof have caused this Agreement to be executed by their duly authorized representatives as of the date first writtenabove.Party A: Beijing Cheerbright Technologies Co., Ltd./s/ Lu MinName: /Lu Min/Title: Legal Representative/s/ Lei HaiyunParty B: Lei HaiyunParty C: Shanghai You Che You Jia Advertising Co., Ltd. /s/ Lu MinName: /Lu Min/Title: Legal Representative Equity Option Agreement Exhibit 4.33 Equity Option Agreement amongBeijing Cheerbright Technologies Co., Ltd.andLu MinandGuangzhou You Che You Jia Advertising Co., Ltd.September 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. Definitions And Interpretations 4 2. Purchase and Sale of Equity Interest 6 3. Undertakings 8 4. Representations and Warranties 13 5. Further Warranties 15 6. Term 15 7. Applicable Law and Dispute Resolution 15 8. Confidentiality 16 9. MISCELLANEOUS 18 Equity Option Agreement - 2 - THIS EQUITY OPTION AGREEMENT (Agreement) is entered into on September 30, 2016 in Beijing, People’s Republic of China (PRC).by and among (1)Beijing Cheerbright Technologies Co., Ltd., a liability limited company incorporated under the PRC laws with its registered address at 1010,Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and (2)Lu Min, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 901, No. 6, Dehua Street,Xingang West Road, Haizhu District, Guangzhou.(Party B);and (3)Guangzhou You Che You Jia Advertising Co., Ltd., a company duly organized and existing under the PRC laws with its legal address at Unit 05,Room 3101, No.85 Huacheng Avenue, Tianhe District, Guangzhou, China (Party C).Recitals A.Party B holds 50% of the equity interest in Party C. Equity Option Agreement - 3 - B.Party C is a PRC domestic company lawfully existing in the PRC and engaged in the business of advertising agency. C.On September 30, 2016,a Loan Agreement was entered into between Party A and Party B (Loan Agreement), pursuant to which Party B took aloan(Loan) in the total amount of RMB500,000 from, and therefore owes a debt to, Party A to subscribe to the aforementioned 50% equity interestin Party C. D.On September 30, 2016, an Exclusive Technical Consulting and Services Agreement was entered into between Party A and Party C (ServicesAgreement), pursuant to which Party C will pay a service fee to Party A in consideration for services provided by Party A.NOW THEREFORE, the parties agree as follows: 1.Definitions And Interpretations 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Person(s) means 1 or more person(s) designated by Party A; Equity Option Agreement - 4 -  Equity Interest means all of the equity interest held by Party B in Party C; Equity Pledge Agreement means the Equity Interest Pledge Agreement entered into by and among Party A and Party B, dated onSeptember 30, 2016, under which Party B pledges to Party A Party B’s Equity Interest in consideration forParty C’s performance of its obligations under the Loan Agreement and Services Agreement; Notice of Purchase means the written notice sent by Party A to exercise the Purchase Right (as defined below), as set forth inArticle 2.2; Person means a person, corporation, joint venture, partnership, enterprise, trust, or non-corporate entity; Purchase Right means an irrevocable right to purchase, at any time, all or part of the Equity Interest held by Party B at aprice equivalent to the lowest price permitted by then-current PRC laws; and Equity Option Agreement - 5 - Security Interest means any third party’s security, right or interest, any right to purchase Party B’s equity interest in Party C,or any right of acquisition, right of set-off, or other security arrangement, including any security interestsubject to this Agreement, the Equity Pledge Agreement or the Loan Agreement. 1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. Theuse of the plural shall include the use of the singular, and vice versa. Unless otherwise indicated, a reference to a day, month or year is toa calendar day, month or year. The use of the masculine shall include the use of the feminine, and vice versa. 2.Purchase and Sale of Equity Interest 2.1Authorization. Party B hereby irrevocably grants Party A or its Designated Person(s) the Purchase Right for his Equity Interest. 2.2Procedures. Upon Party A’s decision to exercise such Purchase Right, it shall send a written Notice of Purchase to Party B setting forthdetails for the purchase. Equity Option Agreement - 6 -  2.3Exercise of Purchase Right. Every time Party A exercises the Purchase Right: 2.3.1Party B shall supervise and ensure other shareholders of Party C to convene a shareholders meeting, and pass a resolution totransfer the Equity Interest from Party B to Party A and/or the Designated Person; 2.3.2Party B shall, upon the terms and conditions of this Agreement and the Notice of Purchase, enter into all documents requestedby Party A; and 2.3.3Party B and Party C shall execute all documents, acquire all approvals, and perform all actions necessary to transfer the validownership of the Equity Interest to Party A and/or the Designated Person. 2.4Method of Payment. Upon exercise of the Purchase Right by Party A or its Designated Person(s), Party A shall make payment bycancelling all or a portion of the Loan, in the same proportion that Party A or its Designated Person(s) has acquired the Security Interest.In case PRC laws require Party A or its Designated Person(s) to pay to Party B, Party B shall immediately and unconditionally pay ortransfer to Party A any proceeds in whatsoever form obtained from the Party A or its Designated Person(s) at the time such payables arise,after having deducted and paid any and all relevant taxes and expenses applicable to such a shareholder as a result of his receipt of suchproceeds. Equity Option Agreement - 7 - 3.Undertakings 3.1Undertakings of Party C. Party C hereby undertakes that: 3.1.1it will maintain its corporate existence, operate its business, and transact affairs prudently and efficiently in accordance withgood financial and commercial standards and practices; 3.1.2without the prior written consent of Party A, it will not sell, assign, mortgage, or otherwise dispose of any legal or beneficiaryrights to any of its assets, business, or revenues, or permit the creation of any other Security Interest over such rights at any timeafter the execution date of this Agreement; 3.1.3without the prior written consent of Party A, it will not incur, assume, guarantee or allow the existence of any debts, except forthose to which Party A has given its written consent; 3.1.4it will always operate its business to maintain the value of its assets, and will not do anything which will affect its businesssituation nor the value of its assets; 3.1.5without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher or outside theordinary business; Equity Option Agreement - 8 -  3.1.6without the prior written consent of Party A, it will not provide any loan to any third party; 3.1.7at the request of Party A, it will provide to Party A all information relating to its operation and financial conditions; 3.1.8without the prior written consent of Party A, it will not be consolidated or merged with any third party, nor acquire or invest inany third party; 3.1.9it will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating to itsassets, business, or revenues; 3.1.10in order to maintain the ownership of all its assets, it will execute all necessary or appropriate documents, take all necessary orappropriate actions, file all necessary or appropriate charges, and conduct all necessary or appropriate defenses against allclaims; 3.1.11without the prior written consent of Party A, it will not in any form whatsoever allocate dividends to shareholders; and Equity Option Agreement - 9 -  3.1.12if PRC law requires it to be dissolved or liquidated, it shall sell all of its assets to the extent permitted by PRC laws to Party A oranother qualifying entity designated by Party A, at the lowest selling price permitted by applicable PRC law. Any obligationfor Party A to pay Party C as a result of such transaction shall be forgiven by Party C or any proceeds from such transaction shallbe paid to Party A in partial satisfaction of the service fee under the Services Agreement or remitted to Party A or the qualifyingentity designated by Party A, as applicable under then-current PRC laws. 3.2Undertakings of Party B. Party B undertakes on his own behalf that: 3.2.1without the prior written consent of Party A, he will not sell, transfer, mortgage, pledge, grant any option rights or otherwisedispose of any legal or beneficiary rights to the Equity Interest, or permit the creation of any other Security Interest over suchrights at any time, except for the pledge under the Equity Pledge Agreement; 3.2.2without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approvingthe sale, assignment, mortgage, or other disposal of the legal or beneficiary rights of any shareholder or allowing the creation ofany other Security Interest over such rights at the shareholders meeting of Party C; Equity Option Agreement - 10 -  3.2.3without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approvingthe consolidation or merger of Party C with any third party or the acquisition of or investment in any third party by Party C atthe shareholders meeting of Party C; 3.2.4he will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating tothe Equity Interest; 3.2.5at the request of Party A, he will cause the shareholders meeting of Party C to vote in favor of the transfer of the Equity Interestas contemplated hereunder; 3.2.6in order to maintain his ownership of the Equity Interest, he will execute all necessary or appropriate documents, take allnecessary or appropriate actions, file all necessary or appropriate charges, or conduct all necessary or appropriate defensesagainst all claims; 3.2.7at the request of Party A, he will appoint the person nominated by Party A as the director of, or to hold any other position in,Party C; Equity Option Agreement - 11 -  3.2.8at the request of Party A, he will immediately transfer the requested Equity Interest to the DesignatedPerson(s); 3.2.9he will strictly comply with the provisions of this Agreement and any other contracts entered into jointly or separately by theparties hereto, strictly perform the obligations under such contracts, and will not do anything which will affect the validity andenforceability of such contracts; 3.2.10he shall not put forward, or vote in favor of, any shareholder resolution to, or otherwise request Party C to, issue any dividendsor other distributions with respect to his equity interest in Party C; provided, however, in the event that he receives any profit,bonus, distribution or dividend from Party C, he shall, as permitted under PRC laws, immediately pay or transfer such profit,bonus, distribution or dividend to Party A or to any party designated by Party A in order to 1) first, to repay in part the Loanpayable under the Loan Agreement; and 2) then, if there is any profit, bonus, distribution or dividend amount remaining, to payin part the service fee under the Services Agreement on behalf of Party C; and 3.2.11after mandatory liquidation described in 3.1.12 above, he will remit in full to the Party A any residual interest he receives in anonreciprocal transfer or cause it happen. If such transfer is prohibited by PRC law, he will remit the proceeds to Party A or itsDesignated Person(s) in a manner permitted under PRC law Equity Option Agreement - 12 - 4.Representations and Warranties 4.1Representations and Warranties of Party B. Party B hereby represents and warrants on his own behalf to Party A that as of the date ofthis Agreement: 4.1.1he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shallconstitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will notviolate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach,suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions beingimposed thereon; and 4.1.3he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interestother than the Equity Pledge Agreement. Equity Option Agreement - 13 -  4.2Representations and Warranties of Party C. Party C represents and warrants to Party A that: 4.2.1it has the power and right to sign, deliver, and perform its obligations under this Agreement, and said documents shallconstitute its legal, valid, and binding obligations enforceable in accordance with their terms; 4.2.2the execution and delivery, of this Agreement or any other contracts, and the performance of its obligations thereunder, will notviolate PRC law, conflict with its Articles of Association or other constituent documents, breach or result in a default of anycontract or instrument to which it is subject, or result in a breach, suspension, or revocation of any grant, license, or approval orresult in the imposition of any additional conditions being imposed thereon; 4.2.3it is the lawful owner of its assets, and has not created any Security Interest over such assets; 4.2.4it does not have any outstanding debts other than those incurred in the ordinary course of business and which have beendisclosed to Party A; 4.2.5it will comply with all PRC law applicable to the acquisition of assets; and Equity Option Agreement - 14 -  4.2.6there is no existing, pending or threatened litigation, arbitration, or administrative proceedings relating to the Equity Interest,its assets, or itself. 5.Further WarrantiesThe parties to the agreement agree to promptly execute documents reasonably requisite to the performance of the provisions and the aim of thisAgreement or documents beneficial to it, and to take actions reasonably requisite to the performance of the provisions and the aim of thisAgreement or actions beneficial to it. 6.TermThis Agreement shall take effect as of the Effective Date and shall remain in full force and effect until the earlier of (1) the date on which all of theEquity Interests have been acquired by Party A directly or through its Designated Person(s); or (2) the unilateral termination by Party A (at its soleand absolute discretion), by giving 30 days prior written notice to the Party B of its intention to terminate this Agreement. 7.Applicable Law and Dispute Resolution 7.1Governing Law. This Agreement shall be governed by and construed in accordance with PRC law. Equity Option Agreement - 15 -  7.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance toresolve such dispute through friendly consultation or mediation. 7.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the ChinaInternational Economic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with theCIETAC’s rules in effect at the time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitrationshall be Chinese. The tribunal shall consist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost ofarbitration shall be allocated as determined by the arbitrators. 8.Confidentiality 8.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all Confidential Information. Without the priorwritten consent of the other parties, no party shall disclose any Confidential Information to any third party unless the disclosure isrequired by law or by enforceable orders of the court or related government departments. Under such circumstances, the party required todisclose the Confidential Information shall notify the other parties immediately, take all possible measures to minimize the disclosure,and notify the persons to whom information is being disclosed of the confidentiality obligation. Equity Option Agreement - 16 -  8.2Obligations upon Termination. Upon termination of this Agreement, each party shall, at the request of the other parties, return anydocument, material, database, equipment, or software containing the Confidential Information to the other parties. If, for any reason, suchdocument, material, database, equipment, or software cannot be returned, the parties shall destroy all the Confidential Information anddelete the Confidential Information from any memory devices. No party shall be permitted to continue using the ConfidentialInformation in any way after the termination of this Agreement. 8.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive afterthe termination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of thisAgreement by any party. Equity Option Agreement - 17 - 9.MISCELLANEOUS 9.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail,or telecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given ormade shall be confirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given ormade; (b) for notices delivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) orthe 4th day of the delivery date to an internationally certified delivery institution shall be deemed as having been duly given or made;and (c) for notices by telecopy, the receipt date showed on the delivery confirming paper of the relevant document shall be deemed ashaving been duly given or made. Party A : Beijing Cheerbright Technologies Co., Ltd.Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : +86 10 59857001Attn : Lu Min Equity Option Agreement - 18 - Party B : Lu MinAddress : Room 901, No. 6, Dehua Street, Xingang West Road, Haizhu District, Guangzhou.Tel : 86-18019021198Attn : Lu MinParty C : Guangzhou You Che You Jia Advertising Co., Ltd.Address : Unit 05, Room 3101, No.85 Huacheng Avenue, Tianhe District, Guangzhou,Tel : 86-10-59857002Attn : Lu Min 9.2Entire Agreement. This Agreement, the Services Agreement, the Loan Agreement, the Equity Pledge Agreement, and the power ofattorney from Party B in favor of Party A shall constitute the entire agreement among the parties in respect of the subject matter hereofand shall supersede any previous discussions, negotiations and agreements related thereto. Equity Option Agreement - 19 -  9.3Amendment. Without the prior written consent of Party A, neither of Party B or Party C of this Agreement shall be entitled to amend thisAgreement. If required by law, the parties shall obtain all requisite approvals from the relevant authorities to give effect to theamendment. 9.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of any party to exercise any right,authority or privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shallany single or partial exercise of any right, authority or privilege preclude any other future exercise thereof. 9.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall notaffect the validity or enforceability of any other provision of this agreement. 9.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. 9.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties(natural person or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rightsand obligations herein of Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights andobligations under this Agreement, at the request of Party A, Party B shall execute the relevant agreements and/or documents with respectto such transfer or assignment. Party B and Party C shall not assign any of its rights or obligations hereunder without the prior writtenconsent of the Party A. Equity Option Agreement - 20 -  9.8Language and Counterparts. This Agreement is prepared in 3 sets of originals in both English and Chinese. Each party shall hold 1 set.Chinese articles shall prevail over English articles in case of any inconsistency. Equity Option Agreement - 21 - IN WITNESS WHEREOF the parties hereof have caused this Agreement to be executed by their duly authorized representatives as of the date first writtenabove.Party A: Beijing Cheerbright Technologies Co., Ltd./s/ Lu MinName: /Lu Min/Title: Legal Representative/s/ Lu MinParty B: Lu MinParty C: Guangzhou You Che You Jia Advertising Co., Ltd./s/ Lu MinName: /Lu Min/Title: Legal Representative Equity Option Agreement Exhibit 4.34 Equity Option Agreement amongBeijing Cheerbright Technologies Co., Ltd.andLei HaiyunandGuangzhou You Che You Jia Advertising Co., Ltd.September 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. Definitions And Interpretations 4 2. Purchase and Sale of Equity Interest 6 3. Undertakings 8 4. Representations and Warranties 13 5. Further Warranties 15 6. Term 15 7. Applicable Law and Dispute Resolution 16 8. Confidentiality 16 9. MISCELLANEOUS 18 Equity Option Agreement - 2 - THIS EQUITY OPTION AGREEMENT (Agreement) is entered into on September 30, 2016 in Beijing, People’s Republic of China (PRC).by and among (1)Beijing Cheerbright Technologies Co., Ltd., a liability limited company incorporated under the PRC laws with its registered address at 1010,Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and (2)Lei Haiyun, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 202, No. 32, 1800Dongfang Road, Pudong District, Shanghai (Party B);and (3)Guangzhou You Che You Jia Advertising Co., Ltd., a company duly organized and existing under the PRC laws with its legal address at Unit 05,Room 3101, No.85 Huacheng Avenue, Tianhe District, Guangzhou, China (Party C).Recitals A.Party B holds 50% of the equity interest in Party C. Equity Option Agreement - 3 - B.Party C is a PRC domestic company lawfully existing in the PRC and engaged in the business of advertising agency. C.On September 30, 2016, a Loan Agreement was entered into between Party A and Party B (Loan Agreement), pursuant to which Party B took aloan(Loan) in the total amount of RMB500,000 from, and therefore owes a debt to, Party A to subscribe to the aforementioned 50% equity interestin Party C. D.On September 30, 2016, an Exclusive Technical Consulting and Services Agreement was entered into between Party A and Party C (ServicesAgreement), pursuant to which Party C will pay a service fee to Party A in consideration for services provided by Party A.NOW THEREFORE, the parties agree as follows: 1.Definitions And Interpretations 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Person(s) means 1 or more person(s) designated by Party A; Equity Option Agreement - 4 -  Equity Interest means all of the equity interest held by Party B in Party C; Equity Pledge Agreement means the Equity Interest Pledge Agreement entered into by and among Party A and Party B, dated onSeptember 30, 2016, under which Party B pledges to Party A Party B’s Equity Interest in consideration forParty C’s performance of its obligations under the Loan Agreement and Services Agreement; Notice of Purchase means the written notice sent by Party A to exercise the Purchase Right (as defined below), as set forth inArticle 2.2; Person means a person, corporation, joint venture, partnership, enterprise, trust, or non-corporate entity; Purchase Right means an irrevocable right to purchase, at any time, all or part of the Equity Interest held by Party B at aprice equivalent to the lowest price permitted by then-current PRC laws; and Equity Option Agreement - 5 -  Security Interest means any third party’s security, right or interest, any right to purchase Party B’s equity interest in Party C,or any right of acquisition, right of set-off, or other security arrangement, including any security interestsubject to this Agreement, the Equity Pledge Agreement or the Loan Agreement. 1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. Theuse of the plural shall include the use of the singular, and vice versa. Unless otherwise indicated, a reference to a day, month or year is toa calendar day, month or year. The use of the masculine shall include the use of the feminine, and vice versa. 2.Purchase and Sale of Equity Interest 2.1Authorization. Party B hereby irrevocably grants Party A or its Designated Person(s) the Purchase Right for his Equity Interest. 2.2Procedures. Upon Party A’s decision to exercise such Purchase Right, it shall send a written Notice of Purchase to Party B setting forthdetails for the purchase. Equity Option Agreement - 6 -  2.3Exercise of Purchase Right. Every time Party A exercises the Purchase Right: 2.3.1Party B shall supervise and ensure other shareholders of Party C to convene a shareholders meeting, and pass a resolution totransfer the Equity Interest from Party B to Party A and/or the Designated Person; 2.3.2Party B shall, upon the terms and conditions of this Agreement and the Notice of Purchase, enter into all documents requestedby Party A; and 2.3.3Party B and Party C shall execute all documents, acquire all approvals, and perform all actions necessary to transfer the validownership of the Equity Interest to Party A and/or the Designated Person. 2.4Method of Payment. Upon exercise of the Purchase Right by Party A or its Designated Person(s), Party A shall make payment bycancelling all or a portion of the Loan, in the same proportion that Party A or its Designated Person(s) has acquired the Security Interest.In case PRC laws require Party A or its Designated Person(s) to pay to Party B, Party B shall immediately and unconditionally pay ortransfer to Party A any proceeds in whatsoever form obtained from the Party A or its Designated Person(s) at the time such payables arise,after having deducted and paid any and all relevant taxes and expenses applicable to such a shareholder as a result of his receipt of suchproceeds. Equity Option Agreement - 7 - 3.Undertakings 3.1Undertakings of Party C. Party C hereby undertakes that: 3.1.1it will maintain its corporate existence, operate its business, and transact affairs prudently and efficiently in accordance withgood financial and commercial standards and practices; 3.1.2without the prior written consent of Party A, it will not sell, assign, mortgage, or otherwise dispose of any legal or beneficiaryrights to any of its assets, business, or revenues, or permit the creation of any other Security Interest over such rights at any timeafter the execution date of this Agreement; 3.1.3without the prior written consent of Party A, it will not incur, assume, guarantee or allow the existence of any debts, except forthose to which Party A has given its written consent; 3.1.4it will always operate its business to maintain the value of its assets, and will not do anything which will affect its businesssituation nor the value of its assets; Equity Option Agreement - 8 -  3.1.5without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher or outside theordinary business; 3.1.6without the prior written consent of Party A, it will not provide any loan to any third party; 3.1.7at the request of Party A, it will provide to Party A all information relating to its operation and financial conditions; 3.1.8without the prior written consent of Party A, it will not be consolidated or merged with any third party, nor acquire or invest inany third party; 3.1.9it will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating to itsassets, business, or revenues; 3.1.10in order to maintain the ownership of all its assets, it will execute all necessary or appropriate documents, take all necessary orappropriate actions, file all necessary or appropriate charges, and conduct all necessary or appropriate defenses against allclaims; 3.1.11without the prior written consent of Party A, it will not in any form whatsoever allocate dividends to shareholders; and Equity Option Agreement - 9 -  3.1.12if PRC law requires it to be dissolved or liquidated, it shall sell all of its assets to the extent permitted by PRC laws to Party A oranother qualifying entity designated by Party A, at the lowest selling price permitted by applicable PRC law. Any obligationfor Party A to pay Party C as a result of such transaction shall be forgiven by Party C or any proceeds from such transaction shallbe paid to Party A in partial satisfaction of the service fee under the Services Agreement or remitted to Party A or the qualifyingentity designated by Party A, as applicable under then-current PRC laws. 3.2Undertakings of Party B. Party B undertakes on his own behalf that: 3.2.1without the prior written consent of Party A, he will not sell, transfer, mortgage, pledge, grant any option rights or otherwisedispose of any legal or beneficiary rights to the Equity Interest, or permit the creation of any other Security Interest over suchrights at any time, except for the pledge under the Equity Pledge Agreement; Equity Option Agreement - 10 -  3.2.2without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approvingthe sale, assignment, mortgage, or other disposal of the legal or beneficiary rights of any shareholder or allowing the creation ofany other Security Interest over such rights at the shareholders meeting of Party C; 3.2.3without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approvingthe consolidation or merger of Party C with any third party or the acquisition of or investment in any third party by Party C atthe shareholders meeting of Party C; 3.2.4he will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating tothe Equity Interest; 3.2.5at the request of Party A, he will cause the shareholders meeting of Party C to vote in favor of the transfer of the Equity Interestas contemplated hereunder; 3.2.6in order to maintain his ownership of the Equity Interest, he will execute all necessary or appropriate documents, take allnecessary or appropriate actions, file all necessary or appropriate charges, or conduct all necessary or appropriate defensesagainst all claims; 3.2.7at the request of Party A, he will appoint the person nominated by Party A as the director of, or to hold any other position in,Party C; Equity Option Agreement - 11 -  3.2.8at the request of Party A, he will immediately transfer the requested Equity Interest to the Designated Person(s); 3.2.9he will strictly comply with the provisions of this Agreement and any other contracts entered into jointly or separately by theparties hereto, strictly perform the obligations under such contracts, and will not do anything which will affect the validity andenforceability of such contracts; 3.2.10he shall not put forward, or vote in favor of, any shareholder resolution to, or otherwise request Party C to, issue any dividendsor other distributions with respect to his equity interest in Party C; provided, however, in the event that he receives any profit,bonus, distribution or dividend from Party C, he shall, as permitted under PRC laws, immediately pay or transfer such profit,bonus, distribution or dividend to Party A or to any party designated by Party A in order to 1) first, to repay in part the Loanpayable under the Loan Agreement; and 2) then, if there is any profit, bonus, distribution or dividend amount remaining, to payin part the service fee under the Services Agreement on behalf of Party C; and Equity Option Agreement - 12 -  3.2.11after mandatory liquidation described in 3.1.12 above, he will remit in full to the Party A any residual interest he receives in anonreciprocal transfer or cause it happen. If such transfer is prohibited by PRC law, he will remit the proceeds to Party A or itsDesignated Person(s) in a manner permitted under PRC law 4.Representations and Warranties 4.1Representations and Warranties of Party B. Party B hereby represents and warrants on his own behalf to Party A that as of the date ofthis Agreement: 4.1.1he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shallconstitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will notviolate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach,suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions beingimposed thereon; and 4.1.3he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interestother than the Equity Pledge Agreement. Equity Option Agreement - 13 -  4.2Representations and Warranties of Party C. Party C represents and warrants to Party A that: 4.2.1it has the power and right to sign, deliver, and perform its obligations under this Agreement, and said documents shallconstitute its legal, valid, and binding obligations enforceable in accordance with their terms; 4.2.2the execution and delivery, of this Agreement or any other contracts, and the performance of its obligations thereunder, will notviolate PRC law, conflict with its Articles of Association or other constituent documents, breach or result in a default of anycontract or instrument to which it is subject, or result in a breach, suspension, or revocation of any grant, license, or approval orresult in the imposition of any additional conditions being imposed thereon; 4.2.3it is the lawful owner of its assets, and has not created any Security Interest over such assets; 4.2.4it does not have any outstanding debts other than those incurred in the ordinary course of business and which have beendisclosed to Party A; 4.2.5it will comply with all PRC law applicable to the acquisition of assets; and Equity Option Agreement - 14 -  4.2.6there is no existing, pending or threatened litigation, arbitration, or administrative proceedings relating to the Equity Interest,its assets, or itself. 5.Further WarrantiesThe parties to the agreement agree to promptly execute documents reasonably requisite to the performance of the provisions and the aim of thisAgreement or documents beneficial to it, and to take actions reasonably requisite to the performance of the provisions and the aim of thisAgreement or actions beneficial to it. 6.TermThis Agreement shall take effect as of the Effective Date and shall remain in full force and effect until the earlier of (1) the date on which all of theEquity Interests have been acquired by Party A directly or through its Designated Person(s); or (2) the unilateral termination by Party A (at its soleand absolute discretion), by giving 30 days prior written notice to the Party B of its intention to terminate this Agreement. Equity Option Agreement - 15 - 7.Applicable Law and Dispute Resolution 7.1Governing Law. This Agreement shall be governed by and construed in accordance with PRC law. 7.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance toresolve such dispute through friendly consultation or mediation. 7.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the ChinaInternational Economic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with theCIETAC’s rules in effect at the time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitrationshall be Chinese. The tribunal shall consist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost ofarbitration shall be allocated as determined by the arbitrators. 8.Confidentiality 8.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all Confidential Information. Without the priorwritten consent of the other parties, no party shall disclose any Confidential Information to any third party unless the disclosure isrequired by law or by enforceable orders of the court or related government departments. Under such circumstances, the party required todisclose the Confidential Information shall notify the other parties immediately, take all possible measures to minimize the disclosure,and notify the persons to whom information is being disclosed of the confidentiality obligation. Equity Option Agreement - 16 -  8.2Obligations upon Termination. Upon termination of this Agreement, each party shall, at the request of the other parties, return anydocument, material, database, equipment, or software containing the Confidential Information to the other parties. If, for any reason, suchdocument, material, database, equipment, or software cannot be returned, the parties shall destroy all the Confidential Information anddelete the Confidential Information from any memory devices. No party shall be permitted to continue using the ConfidentialInformation in any way after the termination of this Agreement. 8.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive afterthe termination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of thisAgreement by any party. Equity Option Agreement - 17 - 9.MISCELLANEOUS 9.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail,or telecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given ormade shall be confirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given ormade; (b) for notices delivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) orthe 4th day of the delivery date to an internationally certified delivery institution shall be deemed as having been duly given or made;and (c) for notices by telecopy, the receipt date showed on the delivery confirming paper of the relevant document shall be deemed ashaving been duly given or made. Party A : Beijing Cheerbright Technologies Co., Ltd.Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : +86 10 59857001Attn : Lu Min Equity Option Agreement - 18 - Party B : Lei HaiyunAddress : Room 202, No. 32, 1800 Dongfang Road, Pudong District, ShanghaiTel : 86-18621138688Attn : Lei HaiyunParty C : Guangzhou You Che You Jia Advertising Co., Ltd.Address : Unit 05, Room 3101, No.85 Huacheng Avenue, Tianhe District, Guangzhou,Tel : 86-10-59857002Attn : Lu Min 9.2Entire Agreement. This Agreement, the Services Agreement, the Loan Agreement, the Equity Pledge Agreement, and the power ofattorney from Party B in favor of Party A shall constitute the entire agreement among the parties in respect of the subject matter hereofand shall supersede any previous discussions, negotiations and agreements related thereto. 9.3Amendment. Without the prior written consent of Party A, neither of Party B or Party C of this Agreement shall be entitled to amend thisAgreement. If required by law, the parties shall obtain all requisite approvals from the relevant authorities to give effect to theamendment. Equity Option Agreement - 19 -  9.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of any party to exercise any right,authority or privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shallany single or partial exercise of any right, authority or privilege preclude any other future exercise thereof. 9.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall notaffect the validity or enforceability of any other provision of this agreement. 9.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. 9.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties(natural person or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rightsand obligations herein of Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights andobligations under this Agreement, at the request of Party A, Party B shall execute the relevant agreements and/or documents with respectto such transfer or assignment. Party B and Party C shall not assign any of its rights or obligations hereunder without the prior writtenconsent of the Party A. Equity Option Agreement - 20 -  9.8Language and Counterparts. This Agreement is prepared in 3 sets of originals in both English and Chinese. Each party shall hold 1 set.Chinese articles shall prevail over English articles in case of any inconsistency. Equity Option Agreement - 21 - IN WITNESS WHEREOF the parties hereof have caused this Agreement to be executed by their duly authorized representatives as of the date first writtenabove.Party A: Beijing Cheerbright Technologies Co., Ltd./s/ Lu MinName: /Lu Min/Title: Legal Representative/s/ Lei HaiyunParty B: Lei HaiyunParty C: Guangzhou You Che You Jia Advertising Co., Ltd./s/ Lu MinName: /Lu Min/Title: Legal Representative Equity Option Agreement Exhibit 4.35 Equity Option Agreement amongBeijing Chezhiying Technologies Co., Ltd.andLu MinandBeijing Shengtuo Hongyuan Information Technology Co., Ltd.September 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. Definitions And Interpretations 5 2. Purchase and Sale of Equity Interest 6 3. Undertakings 7 4. Representations and Warranties 12 5. Further Warranties 14 6. Term 14 7. Applicable Law and Dispute Resolution 14 8. Confidentiality 15 9. MISCELLANEOUS 17 Equity Option Agreement - 2 - THIS EQUITY OPTION AGREEMENT (Agreement) is entered into on September 30, 2016 in Beijing, People’s Republic of China (PRC).by and among (1)Beijing Chezhiying Technologies Co., Ltd., a liability limited company incorporated under the PRC laws with its registered address at Room1117,F/11, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and (2)Lu Min, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 901, No. 6, Dehua Street,Xingang West Road, Haizhu District, Guangzhou.(Party B);and (3)Beijing Shengtuo Hongyuan Information Technology Co., Ltd., a company duly organized and existing under the PRC laws with its legal addressat Room 1005, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party C). Equity Option Agreement - 3 - Recitals A.Party B holds 50% of the equity interest in Party C. B.Party C is a PRC domestic company lawfully existing in the PRC and engaged in the business of Internet information service. C.On September 30, 2016, a Loan Agreement was entered into between Party A and Party B (Loan Agreement), pursuant to which Party B took aloan(Loan) in the total amount of RMB5,000,000 from, and therefore owes a debt to, Party A to subscribe to the aforementioned 50% equityinterest in Party C. D.On September 30, 2016, an Exclusive Technical Consulting and Services Agreement was entered into between Party A and Party C (ServicesAgreement), pursuant to which Party C will pay a service fee to Party A in consideration for services provided by Party A. Equity Option Agreement - 4 - NOW THEREFORE, the parties agree as follows: 1.Definitions And Interpretations 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Person(s) means 1 or more person(s) designated by Party A; Equity Interest means all of the equity interest held by Party B in Party C; Equity Pledge Agreement means the Equity Interest Pledge Agreement entered into by and among Party A and Party B, dated onSeptember 30, 2016, under which Party B pledges to Party A Party B’s Equity Interest in consideration forParty C’s performance of its obligations under the Loan Agreement and Services Agreement; Notice of Purchase means the written notice sent by Party A to exercise the Purchase Right (as defined below), as set forth inArticle 2.2; Person means a person, corporation, joint venture, partnership, enterprise, trust, or non-corporate entity; Purchase Right means an irrevocable right to purchase, at any time, all or part of the Equity Interest held by Party B at aprice equivalent to the lowest price permitted by then-current PRC laws; and Security Interest means any third party’s security, right or interest, any right to purchase Party B’s equity interest in Party C,or any right of acquisition, right of set-off, or other security arrangement, including any security interestsubject to this Agreement, the Equity Pledge Agreement or the Loan Agreement. Equity Option Agreement - 5 -  1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. Theuse of the plural shall include the use of the singular, and vice versa. Unless otherwise indicated, a reference to a day, month or year is toa calendar day, month or year. The use of the masculine shall include the use of the feminine, and vice versa. 2.Purchase and Sale of Equity Interest 2.1Authorization. Party B hereby irrevocably grants Party A or its Designated Person(s) the Purchase Right for his Equity Interest. 2.2Procedures. Upon Party A’s decision to exercise such Purchase Right, it shall send a written Notice of Purchase to Party B setting forthdetails for the purchase. 2.3Exercise of Purchase Right. Every time Party A exercises the Purchase Right: 2.3.1Party B shall supervise and ensure other shareholders of Party C to convene a shareholders meeting, and pass a resolution totransfer the Equity Interest from Party B to Party A and/or the Designated Person; 2.3.2Party B shall, upon the terms and conditions of this Agreement and the Notice of Purchase, enter into all documents requestedby Party A; and Equity Option Agreement - 6 -  2.3.3Party B and Party C shall execute all documents, acquire all approvals, and perform all actions necessary to transfer the validownership of the Equity Interest to Party A and/or the Designated Person. 2.4Method of Payment. Upon exercise of the Purchase Right by Party A or its Designated Person(s), Party A shall make payment bycancelling all or a portion of the Loan, in the same proportion that Party A or its Designated Person(s) has acquired the Security Interest.In case PRC laws require Party A or its Designated Person(s) to pay to Party B, Party B shall immediately and unconditionally pay ortransfer to Party A any proceeds in whatsoever form obtained from the Party A or its Designated Person(s) at the time such payables arise,after having deducted and paid any and all relevant taxes and expenses applicable to such a shareholder as a result of his receipt of suchproceeds. 3.Undertakings 3.1Undertakings of Party C. Party C hereby undertakes that: 3.1.1it will maintain its corporate existence, operate its business, and transact affairs prudently and efficiently in accordance withgood financial and commercial standards and practices; 3.1.2without the prior written consent of Party A, it will not sell, assign, mortgage, or otherwise dispose of any legal or beneficiaryrights to any of its assets, business, or revenues, or permit the creation of any other Security Interest over such rights at any timeafter the execution date of this Agreement; Equity Option Agreement - 7 -  3.1.3without the prior written consent of Party A, it will not incur, assume, guarantee or allow the existence of any debts, except forthose to which Party A has given its written consent; 3.1.4it will always operate its business to maintain the value of its assets, and will not do anything which will affect its businesssituation nor the value of its assets; 3.1.5without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher or outside theordinary business; 3.1.6without the prior written consent of Party A, it will not provide any loan to any third party; 3.1.7at the request of Party A, it will provide to Party A all information relating to its operation and financial conditions; 3.1.8without the prior written consent of Party A, it will not be consolidated or merged with any third party, nor acquire or invest inany third party; 3.1.9it will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating to itsassets, business, or revenues; Equity Option Agreement - 8 -  3.1.10in order to maintain the ownership of all its assets, it will execute all necessary or appropriate documents, take all necessary orappropriate actions, file all necessary or appropriate charges, and conduct all necessary or appropriate defenses against allclaims; 3.1.11without the prior written consent of Party A, it will not in any form whatsoever allocate dividends to shareholders; and 3.1.12if PRC law requires it to be dissolved or liquidated, it shall sell all of its assets to the extent permitted by PRC laws to Party A oranother qualifying entity designated by Party A, at the lowest selling price permitted by applicable PRC law. Any obligationfor Party A to pay Party C as a result of such transaction shall be forgiven by Party C or any proceeds from such transaction shallbe paid to Party A in partial satisfaction of the service fee under the Services Agreement or remitted to Party A or the qualifyingentity designated by Party A, as applicable under then-current PRC laws. 3.2Undertakings of Party B. Party B undertakes on his own behalf that: 3.2.1without the prior written consent of Party A, he will not sell, transfer, mortgage, pledge, grant any option rights or otherwisedispose of any legal or beneficiary rights to the Equity Interest, or permit the creation of any other Security Interest over suchrights at any time, except for the pledge under the Equity Pledge Agreement; Equity Option Agreement - 9 -  3.2.2without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approvingthe sale, assignment, mortgage, or other disposal of the legal or beneficiary rights of any shareholder or allowing the creation ofany other Security Interest over such rights at the shareholders meeting of Party C; 3.2.3without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approvingthe consolidation or merger of Party C with any third party or the acquisition of or investment in any third party by Party C atthe shareholders meeting of Party C; 3.2.4he will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating tothe Equity Interest; 3.2.5at the request of Party A, he will cause the shareholders meeting of Party C to vote in favor of the transfer of the Equity Interestas contemplated hereunder; 3.2.6in order to maintain his ownership of the Equity Interest, he will execute all necessary or appropriate documents, take allnecessary or appropriate actions, file all necessary or appropriate charges, or conduct all necessary or appropriate defensesagainst all claims; Equity Option Agreement - 10 -  3.2.7at the request of Party A, he will appoint the person nominated by Party A as the director of, or to hold any other position in,Party C; 3.2.8at the request of Party A, he will immediately transfer the requested Equity Interest to the Designated Person(s); 3.2.9he will strictly comply with the provisions of this Agreement and any other contracts entered into jointly or separately by theparties hereto, strictly perform the obligations under such contracts, and will not do anything which will affect the validity andenforceability of such contracts; 3.2.10he shall not put forward, or vote in favor of, any shareholder resolution to, or otherwise request Party C to, issue any dividendsor other distributions with respect to his equity interest in Party C; provided, however, in the event that he receives any profit,bonus, distribution or dividend from Party C, he shall, as permitted under PRC laws, immediately pay or transfer such profit,bonus, distribution or dividend to Party A or to any party designated by Party A in order to 1) first, to repay in part the Loanpayable under the Loan Agreement; and 2) then, if there is any profit, bonus, distribution or dividend amount remaining, to payin part the service fee under the Services Agreement on behalf of Party C; and 3.2.11after mandatory liquidation described in 3.1.12 above, he will remit in full to the Party A any residual interest he receives in anonreciprocal transfer or cause it happen. If such transfer is prohibited by PRC law, he will remit the proceeds to Party A or itsDesignated Person(s) in a manner permitted under PRC law Equity Option Agreement - 11 - 4.Representations and Warranties 4.1Representations and Warranties of Party B. Party B hereby represents and warrants on his own behalf to Party A that as of the date ofthis Agreement: 4.1.1he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shallconstitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will notviolate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach,suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions beingimposed thereon; and 4.1.3he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interestother than the Equity Pledge Agreement. Equity Option Agreement - 12 -  4.2Representations and Warranties of Party C. Party C represents and warrants to Party A that: 4.2.1it has the power and right to sign, deliver, and perform its obligations under this Agreement, and said documents shallconstitute its legal, valid, and binding obligations enforceable in accordance with their terms; 4.2.2the execution and delivery, of this Agreement or any other contracts, and the performance of its obligations thereunder, will notviolate PRC law, conflict with its Articles of Association or other constituent documents, breach or result in a default of anycontract or instrument to which it is subject, or result in a breach, suspension, or revocation of any grant, license, or approval orresult in the imposition of any additional conditions being imposed thereon; 4.2.3it is the lawful owner of its assets, and has not created any Security Interest over such assets; 4.2.4it does not have any outstanding debts other than those incurred in the ordinary course of business and which have beendisclosed to Party A; 4.2.5it will comply with all PRC law applicable to the acquisition of assets; and 4.2.6there is no existing, pending or threatened litigation, arbitration, or administrative proceedings relating to the Equity Interest,its assets, or itself. Equity Option Agreement - 13 - 5.Further WarrantiesThe parties to the agreement agree to promptly execute documents reasonably requisite to the performance of the provisions and the aim of thisAgreement or documents beneficial to it, and to take actions reasonably requisite to the performance of the provisions and the aim of thisAgreement or actions beneficial to it. 6.TermThis Agreement shall take effect as of the Effective Date and shall remain in full force and effect until the earlier of (1) the date on which all of theEquity Interests have been acquired by Party A directly or through its Designated Person(s); or (2) the unilateral termination by Party A (at its soleand absolute discretion), by giving 30 days prior written notice to the Party B of its intention to terminate this Agreement. 7.Applicable Law and Dispute Resolution 7.1Governing Law. This Agreement shall be governed by and construed in accordance with PRC law. 7.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance toresolve such dispute through friendly consultation or mediation. 7.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the ChinaInternational Economic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with theCIETAC’s rules in effect at the time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitrationshall be Chinese. The tribunal shall consist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost ofarbitration shall be allocated as determined by the arbitrators. Equity Option Agreement - 14 - 8.Confidentiality 8.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all Confidential Information. Without the priorwritten consent of the other parties, no party shall disclose any Confidential Information to any third party unless the disclosure isrequired by law or by enforceable orders of the court or related government departments. Under such circumstances, the party required todisclose the Confidential Information shall notify the other parties immediately, take all possible measures to minimize the disclosure,and notify the persons to whom information is being disclosed of the confidentiality obligation. 8.2Obligations upon Termination. Upon termination of this Agreement, each party shall, at the request of the other parties, return anydocument, material, database, equipment, or software containing the Confidential Information to the other parties. If, for any reason, suchdocument, material, database, equipment, or software cannot be returned, the parties shall destroy all the Confidential Information anddelete the Confidential Information from any memory devices. No party shall be permitted to continue using the ConfidentialInformation in any way after the termination of this Agreement. Equity Option Agreement - 15 -  8.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive afterthe termination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of thisAgreement by any party. Equity Option Agreement - 16 - 9.MISCELLANEOUS 9.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail,or telecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given ormade shall be confirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given ormade; (b) for notices delivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) orthe 4th day of the delivery date to an internationally certified delivery institution shall be deemed as having been duly given or made;and (c) for notices by telecopy, the receipt date showed on the delivery confirming paper of the relevant document shall be deemed ashaving been duly given or made. Party A : Beijing Chezhiying Technologies Co., Ltd.Address : Room 1117,F/11, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : +86 10 59857001Attn : Lu MinParty B : Lu MinAddress : Room 901, No. 6, Dehua Street, Xingang West Road, Haizhu District, Guangzhou.Tel : 86-18019021198Attn : Lu MinParty C : Beijing Shengtuo Hongyuan Information Technology Co., Ltd.Address : Room 1005, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86-10-59857002Attn : Lu Min Equity Option Agreement - 17 -  9.2Entire Agreement. This Agreement, the Services Agreement, the Loan Agreement, the Equity Pledge Agreement, and the power ofattorney from Party B in favor of Party A shall constitute the entire agreement among the parties in respect of the subject matter hereofand shall supersede any previous discussions, negotiations and agreements related thereto. 9.3Amendment. Without the prior written consent of Party A, neither of Party B or Party C of this Agreement shall be entitled to amend thisAgreement. If required by law, the parties shall obtain all requisite approvals from the relevant authorities to give effect to theamendment. 9.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of any party to exercise any right,authority or privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shallany single or partial exercise of any right, authority or privilege preclude any other future exercise thereof. 9.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall notaffect the validity or enforceability of any other provision of this agreement. 9.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. Equity Option Agreement - 18 -  9.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties(natural person or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rightsand obligations herein of Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights andobligations under this Agreement, at the request of Party A, Party B shall execute the relevant agreements and/or documents with respectto such transfer or assignment. Party B and Party C shall not assign any of its rights or obligations hereunder without the prior writtenconsent of the Party A. 9.8Language and Counterparts. This Agreement is prepared in 3 sets of originals in both English and Chinese. Each party shall hold 1 set.Chinese articles shall prevail over English articles in case of any inconsistency. Equity Option Agreement - 19 - IN WITNESS WHEREOF the parties hereof have caused this Agreement to be executed by their duly authorized representatives as of the date first writtenabove. Party A: Beijing Chezhiying Technologies Co., Ltd./s/ Lu MinName: /Lu Min/Title: Legal Representative/s/ Lu MinParty B: Lu MinParty C: Beijing Shengtuo Hongyuan Information Technology Co., Ltd./s/ Lu MinName: /Lu Min/Title: Legal Representative Equity Option Agreement Exhibit 4.36 Equity Option Agreement amongBeijing Chezhiying Technologies Co., Ltd.andLei HaiyunandBeijing Shengtuo Hongyuan Information Technology Co., Ltd.September 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. Definitions And Interpretations 5 2. Purchase and Sale of Equity Interest 6 3. Undertakings 8 4. Representations and Warranties 13 5. Further Warranties 15 6. Term 15 7. Applicable Law and Dispute Resolution 16 8. Confidentiality 17 9. MISCELLANEOUS 18 Equity Option Agreement - 2 - THIS EQUITY OPTION AGREEMENT (Agreement) is entered into on September 30, 2016 in Beijing, People’s Republic of China (PRC).by and among (1)Beijing Chezhiying Technologies Co., Ltd., a liability limited company incorporated under the PRC laws with its registered address at Room1117,F/11, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and (2)Lei Haiyun, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 202, No. 32, 1800Dongfang Road, Pudong District, Shanghai (Party B);and (3)Beijing Shengtuo Hongyuan Information Technology Co., Ltd., a company duly organized and existing under the PRC laws with its legal addressat Room 1005, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party C). Equity Option Agreement - 3 - Recitals A.Party B holds 50% of the equity interest in Party C. B.Party C is a PRC domestic company lawfully existing in the PRC and engaged in the business of Internet information service. C.On September 30, 2016, a Loan Agreement was entered into between Party A and Party B (Loan Agreement), pursuant to which Party B took aloan(Loan) in the total amount of RMB5,000,000 from, and therefore owes a debt to, Party A to subscribe to the aforementioned 50% equityinterest in Party C. D.On September 30, 2016, an Exclusive Technical Consulting and Services Agreement was entered into between Party A and Party C (ServicesAgreement), pursuant to which Party C will pay a service fee to Party A in consideration for services provided by Party A. Equity Option Agreement - 4 - NOW THEREFORE, the parties agree as follows: 1.Definitions And Interpretations 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Person(s) means 1 or more person(s) designated by Party A; Equity Interest means all of the equity interest held by Party B in Party C; Equity Pledge Agreement means the Equity Interest Pledge Agreement entered into by and among Party A and Party B, dated onSeptember 30, 2016, under which Party B pledges to Party A Party B’s Equity Interest in consideration forParty C’s performance of its obligations under the Loan Agreement and Services Agreement; Notice of Purchase means the written notice sent by Party A to exercise the Purchase Right (as defined below), as set forth inArticle 2.2; Person means a person, corporation, joint venture, partnership, enterprise, trust, or non-corporate entity; Purchase Right means an irrevocable right to purchase, at any time, all or part of the Equity Interest held by Party B at aprice equivalent to the lowest price permitted by then-current PRC laws; and Equity Option Agreement - 5 -  Security Interest means any third party’s security, right or interest, any right to purchase Party B’s equity interest in Party C,or any right of acquisition, right of set-off, or other security arrangement, including any security interestsubject to this Agreement, the Equity Pledge Agreement or the Loan Agreement. 1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. Theuse of the plural shall include the use of the singular, and vice versa. Unless otherwise indicated, a reference to a day, month or year is toa calendar day, month or year. The use of the masculine shall include the use of the feminine, and vice versa. 2.Purchase and Sale of Equity Interest 2.1Authorization. Party B hereby irrevocably grants Party A or its Designated Person(s) the Purchase Right for his Equity Interest. 2.2Procedures. Upon Party A’s decision to exercise such Purchase Right, it shall send a written Notice of Purchase to Party B setting forthdetails for the purchase. Equity Option Agreement - 6 -  2.3Exercise of Purchase Right. Every time Party A exercises the Purchase Right: 2.3.1Party B shall supervise and ensure other shareholders of Party C to convene a shareholders meeting, and pass a resolution totransfer the Equity Interest from Party B to Party A and/or the Designated Person; 2.3.2Party B shall, upon the terms and conditions of this Agreement and the Notice of Purchase, enter into all documents requestedby Party A; and 2.3.3Party B and Party C shall execute all documents, acquire all approvals, and perform all actions necessary to transfer the validownership of the Equity Interest to Party A and/or the Designated Person. 2.4Method of Payment. Upon exercise of the Purchase Right by Party A or its Designated Person(s), Party A shall make payment bycancelling all or a portion of the Loan, in the same proportion that Party A or its Designated Person(s) has acquired the Security Interest.In case PRC laws require Party A or its Designated Person(s) to pay to Party B, Party B shall immediately and unconditionally pay ortransfer to Party A any proceeds in whatsoever form obtained from the Party A or its Designated Person(s) at the time such payables arise,after having deducted and paid any and all relevant taxes and expenses applicable to such a shareholder as a result of his receipt of suchproceeds. Equity Option Agreement - 7 - 3.Undertakings 3.1Undertakings of Party C. Party C hereby undertakes that: 3.1.1it will maintain its corporate existence, operate its business, and transact affairs prudently and efficiently in accordance withgood financial and commercial standards and practices; 3.1.2without the prior written consent of Party A, it will not sell, assign, mortgage, or otherwise dispose of any legal or beneficiaryrights to any of its assets, business, or revenues, or permit the creation of any other Security Interest over such rights at any timeafter the execution date of this Agreement; 3.1.3without the prior written consent of Party A, it will not incur, assume, guarantee or allow the existence of any debts, except forthose to which Party A has given its written consent; 3.1.4it will always operate its business to maintain the value of its assets, and will not do anything which will affect its businesssituation nor the value of its assets; Equity Option Agreement - 8 -  3.1.5without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher or outside theordinary business; 3.1.6without the prior written consent of Party A, it will not provide any loan to any third party; 3.1.7at the request of Party A, it will provide to Party A all information relating to its operation and financial conditions; 3.1.8without the prior written consent of Party A, it will not be consolidated or merged with any third party, nor acquire or invest inany third party; 3.1.9it will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating to itsassets, business, or revenues; 3.1.10in order to maintain the ownership of all its assets, it will execute all necessary or appropriate documents, take all necessary orappropriate actions, file all necessary or appropriate charges, and conduct all necessary or appropriate defenses against allclaims; Equity Option Agreement - 9 -  3.1.11without the prior written consent of Party A, it will not in any form whatsoever allocate dividends to shareholders; and 3.1.12if PRC law requires it to be dissolved or liquidated, it shall sell all of its assets to the extent permitted by PRC laws to Party A oranother qualifying entity designated by Party A, at the lowest selling price permitted by applicable PRC law. Any obligationfor Party A to pay Party C as a result of such transaction shall be forgiven by Party C or any proceeds from such transaction shallbe paid to Party A in partial satisfaction of the service fee under the Services Agreement or remitted to Party A or the qualifyingentity designated by Party A, as applicable under then-current PRC laws. 3.2Undertakings of Party B. Party B undertakes on his own behalf that: 3.2.1without the prior written consent of Party A, he will not sell, transfer, mortgage, pledge, grant any option rights or otherwisedispose of any legal or beneficiary rights to the Equity Interest, or permit the creation of any other Security Interest over suchrights at any time, except for the pledge under the Equity Pledge Agreement; 3.2.2without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approvingthe sale, assignment, mortgage, or other disposal of the legal or beneficiary rights of any shareholder or allowing the creation ofany other Security Interest over such rights at the shareholders meeting of Party C; Equity Option Agreement - 10 -  3.2.3without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approvingthe consolidation or merger of Party C with any third party or the acquisition of or investment in any third party by Party C atthe shareholders meeting of Party C; 3.2.4he will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating tothe Equity Interest; 3.2.5at the request of Party A, he will cause the shareholders meeting of Party C to vote in favor of the transfer of the Equity Interestas contemplated hereunder; 3.2.6in order to maintain his ownership of the Equity Interest, he will execute all necessary or appropriate documents, take allnecessary or appropriate actions, file all necessary or appropriate charges, or conduct all necessary or appropriate defensesagainst all claims; Equity Option Agreement - 11 -  3.2.7at the request of Party A, he will appoint the person nominated by Party A as the director of, or to hold any other position in,Party C; 3.2.8at the request of Party A, he will immediately transfer the requested Equity Interest to the Designated Person(s); 3.2.9he will strictly comply with the provisions of this Agreement and any other contracts entered into jointly or separately by theparties hereto, strictly perform the obligations under such contracts, and will not do anything which will affect the validity andenforceability of such contracts; 3.2.10he shall not put forward, or vote in favor of, any shareholder resolution to, or otherwise request Party C to, issue any dividendsor other distributions with respect to his equity interest in Party C; provided, however, in the event that he receives any profit,bonus, distribution or dividend from Party C, he shall, as permitted under PRC laws, immediately pay or transfer such profit,bonus, distribution or dividend to Party A or to any party designated by Party A in order to 1) first, to repay in part the Loanpayable under the Loan Agreement; and 2) then, if there is any profit, bonus, distribution or dividend amount remaining, to payin part the service fee under the Services Agreement on behalf of Party C; and 3.2.11after mandatory liquidation described in 3.1.12 above, he will remit in full to the Party A any residual interest he receives in anonreciprocal transfer or cause it happen. If such transfer is prohibited by PRC law, he will remit the proceeds to Party A or itsDesignated Person(s) in a manner permitted under PRC law Equity Option Agreement - 12 - 4.Representations and Warranties 4.1Representations and Warranties of Party B. Party B hereby represents and warrants on his own behalf to Party A that as of the date ofthis Agreement: 4.1.1he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shallconstitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will notviolate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach,suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions beingimposed thereon; and 4.1.3he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interestother than the Equity Pledge Agreement. Equity Option Agreement - 13 -  4.2Representations and Warranties of Party C. Party C represents and warrants to Party A that: 4.2.1it has the power and right to sign, deliver, and perform its obligations under this Agreement, and said documents shallconstitute its legal, valid, and binding obligations enforceable in accordance with their terms; 4.2.2the execution and delivery, of this Agreement or any other contracts, and the performance of its obligations thereunder, will notviolate PRC law, conflict with its Articles of Association or other constituent documents, breach or result in a default of anycontract or instrument to which it is subject, or result in a breach, suspension, or revocation of any grant, license, or approval orresult in the imposition of any additional conditions being imposed thereon; 4.2.3it is the lawful owner of its assets, and has not created any Security Interest over such assets; 4.2.4it does not have any outstanding debts other than those incurred in the ordinary course of business and which have beendisclosed to Party A; Equity Option Agreement - 14 -  4.2.5it will comply with all PRC law applicable to the acquisition of assets; and 4.2.6there is no existing, pending or threatened litigation, arbitration, or administrative proceedings relating to the Equity Interest,its assets, or itself. 5.Further WarrantiesThe parties to the agreement agree to promptly execute documents reasonably requisite to the performance of the provisions and the aim of thisAgreement or documents beneficial to it, and to take actions reasonably requisite to the performance of the provisions and the aim of thisAgreement or actions beneficial to it. 6.TermThis Agreement shall take effect as of the Effective Date and shall remain in full force and effect until the earlier of (1) the date on which all of theEquity Interests have been acquired by Party A directly or through its Designated Person(s); or (2) the unilateral termination by Party A (at its soleand absolute discretion), by giving 30 days prior written notice to the Party B of its intention to terminate this Agreement. Equity Option Agreement - 15 - 7.Applicable Law and Dispute Resolution 7.1Governing Law. This Agreement shall be governed by and construed in accordance with PRC law. 7.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance toresolve such dispute through friendly consultation or mediation. 7.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the ChinaInternational Economic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with theCIETAC’s rules in effect at the time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitrationshall be Chinese. The tribunal shall consist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost ofarbitration shall be allocated as determined by the arbitrators. Equity Option Agreement - 16 - 8.Confidentiality 8.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all Confidential Information. Without the priorwritten consent of the other parties, no party shall disclose any Confidential Information to any third party unless the disclosure isrequired by law or by enforceable orders of the court or related government departments. Under such circumstances, the party required todisclose the Confidential Information shall notify the other parties immediately, take all possible measures to minimize the disclosure,and notify the persons to whom information is being disclosed of the confidentiality obligation. 8.2Obligations upon Termination. Upon termination of this Agreement, each party shall, at the request of the other parties, return anydocument, material, database, equipment, or software containing the Confidential Information to the other parties. If, for any reason, suchdocument, material, database, equipment, or software cannot be returned, the parties shall destroy all the Confidential Information anddelete the Confidential Information from any memory devices. No party shall be permitted to continue using the ConfidentialInformation in any way after the termination of this Agreement. 8.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive afterthe termination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of thisAgreement by any party. Equity Option Agreement - 17 - 9.MISCELLANEOUS 9.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail,or telecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given ormade shall be confirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given ormade; (b) for notices delivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) orthe 4th day of the delivery date to an internationally certified delivery institution shall be deemed as having been duly given or made;and (c) for notices by telecopy, the receipt date showed on the delivery confirming paper of the relevant document shall be deemed ashaving been duly given or made. Party A : Beijing Chezhiying Technologies Co., Ltd.Address : Room 1117,F/11, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : +86 10 59857001Attn : Lu MinParty B : Lei HaiyunAddress : Room 202, No. 32, 1800 Dongfang Road, Pudong District, Guangzhou.Tel : 86-18019021198Attn : Lei HaiyunParty C : Beijing Shengtuo Hongyuan Information Technology Co., Ltd.Address : Room 1005, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86-10-59857002Attn : Lu Min Equity Option Agreement - 18 -  9.2Entire Agreement. This Agreement, the Services Agreement, the Loan Agreement, the Equity Pledge Agreement, and the power ofattorney from Party B in favor of Party A shall constitute the entire agreement among the parties in respect of the subject matter hereofand shall supersede any previous discussions, negotiations and agreements related thereto. 9.3Amendment. Without the prior written consent of Party A, neither of Party B or Party C of this Agreement shall be entitled to amend thisAgreement. If required by law, the parties shall obtain all requisite approvals from the relevant authorities to give effect to theamendment. Equity Option Agreement - 19 -  9.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of any party to exercise any right,authority or privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shallany single or partial exercise of any right, authority or privilege preclude any other future exercise thereof. 9.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall notaffect the validity or enforceability of any other provision of this agreement. 9.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. 9.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties(natural person or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rightsand obligations herein of Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights andobligations under this Agreement, at the request of Party A, Party B shall execute the relevant agreements and/or documents with respectto such transfer or assignment. Party B and Party C shall not assign any of its rights or obligations hereunder without the prior writtenconsent of the Party A. Equity Option Agreement - 20 -  9.8Language and Counterparts. This Agreement is prepared in 3 sets of originals in both English and Chinese. Each party shall hold 1 set.Chinese articles shall prevail over English articles in case of any inconsistency. Equity Option Agreement - 21 - IN WITNESS WHEREOF the parties hereof have caused this Agreement to be executed by their duly authorized representatives as of the date first writtenabove.Party A: Beijing Chezhiying Technologies Co., Ltd. /s/ Lu MinName: /Lu Min/Title: Legal Representative /s/ Lei HaiyunParty B: Lei HaiyunParty C: Beijing Shengtuo Hongyuan Information Technology Co., Ltd. /s/ Lu MinName: /Lu Min/Title: Legal Representative Equity Option Agreement Exhibit 4.37 Equity Option Agreement amongBeijing Cheerbright Technologies Co., Ltd.andBeijing Autohome Information Technology Co., Ltd.andBeijing Shengtuo Autohome Advertising Co., Ltd.September 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. Definitions And Interpretations 4 2. Purchase and Sale of Equity Interest 6 3. Undertakings 7 4. Representations and Warranties 12 5. Further Warranties 14 6. Term 14 7. Applicable Law and Dispute Resolution 14 8. Confidentiality 15 9. MISCELLANEOUS 16 Equity Option Agreement - 2 - THIS EQUITY OPTION AGREEMENT (Agreement) is entered into on September 30, 2016 in Beijing, People’s Republic of China (PRC).by and among(1) Beijing Cheerbright Technologies Co., Ltd., a liability limited company incorporated under the PRC laws with its registered address at 1010, Tower B,No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and(2) Beijing Autohome Information Technology Co., Ltd., a company duly organized and existing under the PRC laws with its legal address at Room1011-1015, F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party B).and(3) Beijing Shengtuo Chengshi Advertisement Co., Ltd., with its registered address at Room 1007-1009 ,F/10, Tower B, No. 3, Danling Street, HaidianDistrict, Beijing 100080, China (Party C).(individually a “Party” and collectively the “Parties”)Recitals A.Party B holds 100% of the equity interest in Party C. B.Party C is a domestic company lawfully existing in the PRC and engaged in the business of advertising agency. Equity Option Agreement - 3 - C.On September 30, 2016, an Exclusive Technical Consulting and Services Agreement was entered into between Party A and Party C (ServicesAgreement), pursuant to which Party C will pay a service fee to Party A in consideration for services provided by Party A.NOW THEREFORE, the parties agree as follows: 1.Definitions And Interpretations 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Person(s) means 1 or more person(s) designated by Party A;Equity Interest means all of the equity interest held by Party B in Party C;Equity Pledge Agreement means the Equity Interest Pledge Agreement entered into by and among Party A and Party B, dated onSeptember 30, 2016, under which Party B pledges to Party A Party B’s Equity Interest in consideration forParty C’s performance of its obligations under the Loan Agreement and Services Agreement; Equity Option Agreement - 4 - Notice of Purchase means the written notice sent by Party A to exercise the Purchase Right (as defined below), as set forth inArticle 2.2;Person means a person, corporation, joint venture, partnership, enterprise, trust, or non-corporate entity;Purchase Right means an irrevocable right to purchase, at any time, all or part of the Equity Interest held by Party B at a priceequivalent to the lowest price permitted by then-current PRC laws; andSecurity Interest means any third party’s security, right or interest, any right to purchase Party B’s equity interest in Party C, orany right of acquisition, right of set-off, or other security arrangement, including any security interest subjectto this Agreement, the Equity Pledge Agreement or the Loan Agreement. 1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. The use ofthe plural shall include the use of the singular, and vice versa. Unless otherwise indicated, a reference to a day, month or year is to a calendarday, month or year. The use of the masculine shall include the use of the feminine, and vice versa. Equity Option Agreement - 5 - 2.Purchase and Sale of Equity Interest 2.1Authorization. Party B hereby irrevocably grants Party A or its Designated Person(s) the Purchase Right for his Equity Interest. 2.2Procedures. Upon Party A’s decision to exercise such Purchase Right, it shall send a written Notice of Purchase to Party B setting forth detailsfor the purchase. 2.3Exercise of Purchase Right. Every time Party A exercises the Purchase Right: 2.3.1Party B shall supervise and ensure other shareholders of Party C to convene a shareholders meeting, and pass a resolution to transferthe Equity Interest from Party B to Party A and/or the Designated Person; 2.3.2Party B shall, upon the terms and conditions of this Agreement and the Notice of Purchase, enter into all documents requested byParty A; and 2.3.3Party B and Party C shall execute all documents, acquire all approvals, and perform all actions necessary to transfer the validownership of the Equity Interest to Party A and/or the Designated Person. Equity Option Agreement - 6 -  2.4Method of Payment. Upon exercise of the Purchase Right by Party A or its Designated Person(s), Party A shall make payment by cancelling allor a portion of the Loan, in the same proportion that Party A or its Designated Person(s) has acquired the Security Interest. In case PRC lawsrequire Party A or its Designated Person(s) to pay to Party B, Party B shall immediately and unconditionally pay or transfer to Party A anyproceeds in whatsoever form obtained from the Party A or its Designated Person(s) at the time such payables arise, after having deducted andpaid any and all relevant taxes and expenses applicable to such a shareholder as a result of his receipt of such proceeds. 3.Undertakings 3.1Undertakings of Party C. Party C hereby undertakes that: 3.1.1it will maintain its corporate existence, operate its business, and transact affairs prudently and efficiently in accordance with goodfinancial and commercial standards and practices; 3.1.2without the prior written consent of Party A, it will not sell, assign, mortgage, or otherwise dispose of any legal or beneficiary rightsto any of its assets, business, or revenues, or permit the creation of any other Security Interest over such rights at any time after theexecution date of this Agreement; Equity Option Agreement - 7 -  3.1.3without the prior written consent of Party A, it will not incur, assume, guarantee or allow the existence of any debts, except for thoseto which Party A has given its written consent; 3.1.4it will always operate its business to maintain the value of its assets, and will not do anything which will affect its business situationnor the value of its assets; 3.1.5without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher or outside theordinary business; 3.1.6without the prior written consent of Party A, it will not provide any loan to any third party; 3.1.7at the request of Party A, it will provide to Party A all information relating to its operation and financial conditions; 3.1.8without the prior written consent of Party A, it will not be consolidated or merged with any third party, nor acquire or invest in anythird party; 3.1.9it will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating to itsassets, business, or revenues; 3.1.10in order to maintain the ownership of all its assets, it will execute all necessary or appropriate documents, take all necessary orappropriate actions, file all necessary or appropriate charges, and conduct all necessary or appropriate defenses against all claims; Equity Option Agreement - 8 -  3.1.11without the prior written consent of Party A, it will not in any form whatsoever allocate dividends to shareholders; and 3.1.12if PRC law requires it to be dissolved or liquidated, it shall sell all of its assets to the extent permitted by PRC laws to Party A oranother qualifying entity designated by Party A, at the lowest selling price permitted by applicable PRC law. Any obligation forParty A to pay Party C as a result of such transaction shall be forgiven by Party C or any proceeds from such transaction shall be paidto Party A in partial satisfaction of the service fee under the Services Agreement or remitted to Party A or the qualifying entitydesignated by Party A, as applicable under then-current PRC laws. 3.2Undertakings of Party B. Party B undertakes on his own behalf that: 3.2.1without the prior written consent of Party A, he will not sell, transfer, mortgage, pledge, grant any option rights or otherwise disposeof any legal or beneficiary rights to the Equity Interest, or permit the creation of any other Security Interest over such rights at anytime, except for the pledge under the Equity Pledge Agreement; Equity Option Agreement - 9 -  3.2.2without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approving thesale, assignment, mortgage, or other disposal of the legal or beneficiary rights of any shareholder or allowing the creation of anyother Security Interest over such rights at the shareholders meeting of Party C; 3.2.3without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approving theconsolidation or merger of Party C with any third party or the acquisition of or investment in any third party by Party C at theshareholders meeting of Party C; 3.2.4he will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating to theEquity Interest; 3.2.5at the request of Party A, he will cause the shareholders meeting of Party C to vote in favor of the transfer of the Equity Interest ascontemplated hereunder; 3.2.6in order to maintain his ownership of the Equity Interest, he will execute all necessary or appropriate documents, take all necessaryor appropriate actions, file all necessary or appropriate charges, or conduct all necessary or appropriate defenses against all claims; 3.2.7at the request of Party A, he will appoint the person nominated by Party A as the director of, or to hold any other position in, Party C; 3.2.8at the request of Party A, he will immediately transfer the requested Equity Interest to the Designated Person(s); Equity Option Agreement - 10 -  3.2.9he will strictly comply with the provisions of this Agreement and any other contracts entered into jointly or separately by the partieshereto, strictly perform the obligations under such contracts, and will not do anything which will affect the validity andenforceability of such contracts; 3.2.10he shall not put forward, or vote in favor of, any shareholder resolution to, or otherwise request Party C to, issue any dividends orother distributions with respect to his equity interest in Party C; provided, however, in the event that he receives any profit, bonus,distribution or dividend from Party C, he shall, as permitted under PRC laws, immediately pay or transfer such profit, bonus,distribution or dividend to Party A or to any party designated by Party A in order to 1) first, to repay in part the Loan payable underthe Loan Agreement; and 2) then, if there is any profit, bonus, distribution or dividend amount remaining, to pay in part the servicefee under the Services Agreement on behalf of Party C; and 3.2.11after mandatory liquidation described in 3.1.12 above, he will remit in full to the Party A any residual interest he receives in anonreciprocal transfer or cause it happen. If such transfer is prohibited by PRC law, he will remit the proceeds to Party A or itsDesignated Person(s) in a manner permitted under PRC law Equity Option Agreement - 11 - 4.Representations and Warranties 4.1Representations and Warranties of Party B. Party B hereby represents and warrants on his own behalf to Party A that as of the date of thisAgreement: 4.1.1he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shallconstitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will notviolate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, orrevocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest otherthan the Equity Pledge Agreement. 4.2Representations and Warranties of Party C. Party C represents and warrants to Party A that: 4.2.1it has the power and right to sign, deliver, and perform its obligations under this Agreement, and said documents shall constitute itslegal, valid, and binding obligations enforceable in accordance with their terms; Equity Option Agreement - 12 -  4.2.2the execution and delivery, of this Agreement or any other contracts, and the performance of its obligations thereunder, will notviolate PRC law, conflict with its Articles of Association or other constituent documents, breach or result in a default of any contractor instrument to which it is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in theimposition of any additional conditions being imposed thereon; 4.2.3it is the lawful owner of its assets, and has not created any Security Interest over such assets; 4.2.4it does not have any outstanding debts other than those incurred in the ordinary course of business and which have been disclosedto Party A; 4.2.5it will comply with all PRC law applicable to the acquisition of assets; and 4.2.6there is no existing, pending or threatened litigation, arbitration, or administrative proceedings relating to the Equity Interest, itsassets, or itself. Equity Option Agreement - 13 - 5.Further WarrantiesThe parties to the agreement agree to promptly execute documents reasonably requisite to the performance of the provisions and the aim of this Agreement ordocuments beneficial to it, and to take actions reasonably requisite to the performance of the provisions and the aim of this Agreement or actions beneficialto it. 6.TermThis Agreement shall take effect as of the Effective Date and shall remain in full force and effect until the earlier of (1) the date on which all of the EquityInterests have been acquired by Party A directly or through its Designated Person(s); or (2) the unilateral termination by Party A (at its sole and absolutediscretion), by giving 30 days prior written notice to the Party B of its intention to terminate this Agreement. 7.Applicable Law and Dispute Resolution 7.1Governing Law. This Agreement shall be governed by and construed in accordance with PRC law. 7.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolvesuch dispute through friendly consultation or mediation. 7.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the ChinaInternational Economic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with theCIETAC’s rules in effect at the time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitration shallbe Chinese. The tribunal shall consist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost of arbitration shall beallocated as determined by the arbitrators. Equity Option Agreement - 14 - 8.Confidentiality 8.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all Confidential Information. Without the priorwritten consent of the other parties, no party shall disclose any Confidential Information to any third party unless the disclosure is required bylaw or by enforceable orders of the court or related government departments. Under such circumstances, the party required to disclose theConfidential Information shall notify the other parties immediately, take all possible measures to minimize the disclosure, and notify thepersons to whom information is being disclosed of the confidentiality obligation. 8.2Obligations upon Termination. Upon termination of this Agreement, each party shall, at the request of the other parties, return any document,material, database, equipment, or software containing the Confidential Information to the other parties. If, for any reason, such document,material, database, equipment, or software cannot be returned, the parties shall destroy all the Confidential Information and delete theConfidential Information from any memory devices. No party shall be permitted to continue using the Confidential Information in any wayafter the termination of this Agreement. Equity Option Agreement - 15 -  8.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive after thetermination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of this Agreementby any party. 9.MISCELLANEOUS 9.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail, ortelecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given or made shall beconfirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given or made; (b) fornotices delivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) or the 4th day of thedelivery date to an internationally certified delivery institution shall be deemed as having been duly given or made; and (c) for notices bytelecopy, the receipt date showed on the delivery confirming paper of the relevant document shall be deemed as having been duly given ormade. Party A : Beijing Cheerbright Technologies Co., Ltd.Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86 10 59857001Attn : Lu Min Equity Option Agreement - 16 - Party B : Beijing Autohome Information Technology Co., Ltd.Address : Room 1011-1015, F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : +86-10-59857002Attn : Lu MinParty C : Beijing Shengtuo Autohome Advertising Co., Ltd.Address : Room 1007-1009 ,F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86-10-59857029Attn : Lu Min 9.2Entire Agreement. This Agreement, the Services Agreement, the Loan Agreement, the Equity Pledge Agreement, and the power of attorneyfrom Party B in favor of Party A shall constitute the entire agreement among the parties in respect of the subject matter hereof and shallsupersede any previous discussions, negotiations and agreements related thereto. Equity Option Agreement - 17 -  9.3Amendment. Without the prior written consent of Party A, neither of Party B or Party C of this Agreement shall be entitled to amend thisAgreement. If required by law, the parties shall obtain all requisite approvals from the relevant authorities to give effect to the amendment. 9.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of any party to exercise any right, authorityor privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shall any single orpartial exercise of any right, authority or privilege preclude any other future exercise thereof. 9.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall not affectthe validity or enforceability of any other provision of this agreement. 9.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. 9.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties (naturalperson or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rights and obligationsherein of Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights and obligations under thisAgreement, at the request of Party A, Party B shall execute the relevant agreements and/or documents with respect to such transfer orassignment. Party B and Party C shall not assign any of its rights or obligations hereunder without the prior written consent of the Party A. Equity Option Agreement - 18 -  9.8Language and Counterparts. This Agreement is prepared in 3 sets of originals in both English and Chinese. Each party shall hold 1 set.Chinese articles shall prevail over English articles in case of any inconsistency. Equity Option Agreement - 19 - IN WITNESS WHEREOF the parties hereof have caused this Agreement to be executed by their duly authorized representatives as of the date first writtenabove.Party A: Beijing Cheerbright Technologies Co., Ltd.Company Seal: (seal)Party B: Beijing Autohome Information Technology Co., Ltd.Company Seal: (seal)Party C: Beijing Shengtuo Autohome Advertising Co., Ltd.Company Seal: (seal) Equity Option Agreement Exhibit 4.38 Equity Option Agreement amongBeijing Cheerbright Technologies Co., Ltd.andBeijing Autohome Information Technology Co., Ltd.andBeijing Shengtuo Chengshi Advertisement Co., Ltd.September 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. Definitions And Interpretations 4 2. Purchase and Sale of Equity Interest 6 3. Undertakings 7 4. Representations and Warranties 12 5. Further Warranties 14 6. Term 14 7. Applicable Law and Dispute Resolution 14 8. Confidentiality 15 9. MISCELLANEOUS 16 Equity Option Agreement - 2 - THIS EQUITY OPTION AGREEMENT (Agreement) is entered into on September 30, 2016 in Beijing, People’s Republic of China (PRC).by and among(1) Beijing Cheerbright Technologies Co., Ltd., a liability limited company incorporated under the PRC laws with its registered address at 1010, Tower B,No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and(2) Beijing Autohome Information Technology Co., Ltd., a company duly organized and existing under the PRC laws with its legal address at Room 1011-1015, F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party B).and(3) Beijing Shengtuo Chengshi Advertisement Co., Ltd., with its registered address at Room 1006 ,F/10, Tower B, No. 3, Danling Street, Haidian District,Beijing 100080, China(Party C).(individually a “Party” and collectively the “Parties”)Recitals A.Party B holds 100% of the equity interest in Party C. B.Party C is a domestic company lawfully existing in the PRC and engaged in the business of advertising agency. Equity Option Agreement - 3 - C.On September 30, 2016, an Exclusive Technical Consulting and Services Agreement was entered into between Party A and Party C (ServicesAgreement), pursuant to which Party C will pay a service fee to Party A in consideration for services provided by Party A.NOW THEREFORE, the parties agree as follows: 1.Definitions And Interpretations 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Person(s) means 1 or more person(s) designated by Party A;Equity Interest means all of the equity interest held by Party B in Party C;Equity Pledge Agreement means the Equity Interest Pledge Agreement entered into by and among Party A and Party B, dated onSeptember 30, 2016, under which Party B pledges to Party A Party B’s Equity Interest in considerationfor Party C’s performance of its obligations under the Loan Agreement and Services Agreement; Equity Option Agreement - 4 - Notice of Purchase means the written notice sent by Party A to exercise the Purchase Right (as defined below), as set forthin Article 2.2;Person means a person, corporation, joint venture, partnership, enterprise, trust, or non-corporate entity;Purchase Right means an irrevocable right to purchase, at any time, all or part of the Equity Interest held by Party B ata price equivalent to the lowest price permitted by then-current PRC laws; andSecurity Interest means any third party’s security, right or interest, any right to purchase Party B’s equity interest inParty C, or any right of acquisition, right of set-off, or other security arrangement, including anysecurity interest subject to this Agreement, the Equity Pledge Agreement or the Loan Agreement. 1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. The use ofthe plural shall include the use of the singular, and vice versa. Unless otherwise indicated, a reference to a day, month or year is to a calendarday, month or year. The use of the masculine shall include the use of the feminine, and vice versa. Equity Option Agreement - 5 - 2.Purchase and Sale of Equity Interest 2.1Authorization. Party B hereby irrevocably grants Party A or its Designated Person(s) the Purchase Right for his Equity Interest. 2.2Procedures. Upon Party A’s decision to exercise such Purchase Right, it shall send a written Notice of Purchase to Party B setting forth detailsfor the purchase. 2.3Exercise of Purchase Right. Every time Party A exercises the Purchase Right: 2.3.1Party B shall supervise and ensure other shareholders of Party C to convene a shareholders meeting, and pass a resolution to transferthe Equity Interest from Party B to Party A and/or the Designated Person; 2.3.2Party B shall, upon the terms and conditions of this Agreement and the Notice of Purchase, enter into all documents requested byParty A; and 2.3.3Party B and Party C shall execute all documents, acquire all approvals, and perform all actions necessary to transfer the validownership of the Equity Interest to Party A and/or the Designated Person. Equity Option Agreement - 6 -  2.4Method of Payment. Upon exercise of the Purchase Right by Party A or its Designated Person(s), Party A shall make payment by cancelling allor a portion of the Loan, in the same proportion that Party A or its Designated Person(s) has acquired the Security Interest. In case PRC lawsrequire Party A or its Designated Person(s) to pay to Party B, Party B shall immediately and unconditionally pay or transfer to Party A anyproceeds in whatsoever form obtained from the Party A or its Designated Person(s) at the time such payables arise, after having deducted andpaid any and all relevant taxes and expenses applicable to such a shareholder as a result of his receipt of such proceeds. 3.Undertakings 3.1Undertakings of Party C. Party C hereby undertakes that: 3.1.1it will maintain its corporate existence, operate its business, and transact affairs prudently and efficiently in accordance with goodfinancial and commercial standards and practices; 3.1.2without the prior written consent of Party A, it will not sell, assign, mortgage, or otherwise dispose of any legal or beneficiary rightsto any of its assets, business, or revenues, or permit the creation of any other Security Interest over such rights at any time after theexecution date of this Agreement; Equity Option Agreement - 7 -  3.1.3without the prior written consent of Party A, it will not incur, assume, guarantee or allow the existence of any debts, except for thoseto which Party A has given its written consent; 3.1.4it will always operate its business to maintain the value of its assets, and will not do anything which will affect its business situationnor the value of its assets; 3.1.5without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher or outside theordinary business; 3.1.6without the prior written consent of Party A, it will not provide any loan to any third party; 3.1.7at the request of Party A, it will provide to Party A all information relating to its operation and financial conditions; 3.1.8without the prior written consent of Party A, it will not be consolidated or merged with any third party, nor acquire or invest in anythird party; 3.1.9it will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating to itsassets, business, or revenues; 3.1.10in order to maintain the ownership of all its assets, it will execute all necessary or appropriate documents, take all necessary orappropriate actions, file all necessary or appropriate charges, and conduct all necessary or appropriate defenses against all claims; Equity Option Agreement - 8 -  3.1.11without the prior written consent of Party A, it will not in any form whatsoever allocate dividends to shareholders; and 3.1.12if PRC law requires it to be dissolved or liquidated, it shall sell all of its assets to the extent permitted by PRC laws to Party A oranother qualifying entity designated by Party A, at the lowest selling price permitted by applicable PRC law. Any obligation forParty A to pay Party C as a result of such transaction shall be forgiven by Party C or any proceeds from such transaction shall be paidto Party A in partial satisfaction of the service fee under the Services Agreement or remitted to Party A or the qualifying entitydesignated by Party A, as applicable under then-current PRC laws. 3.2Undertakings of Party B. Party B undertakes on his own behalf that: 3.2.1without the prior written consent of Party A, he will not sell, transfer, mortgage, pledge, grant any option rights or otherwise disposeof any legal or beneficiary rights to the Equity Interest, or permit the creation of any other Security Interest over such rights at anytime, except for the pledge under the Equity Pledge Agreement; Equity Option Agreement - 9 -  3.2.2without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approving thesale, assignment, mortgage, or other disposal of the legal or beneficiary rights of any shareholder or allowing the creation of anyother Security Interest over such rights at the shareholders meeting of Party C; 3.2.3without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approving theconsolidation or merger of Party C with any third party or the acquisition of or investment in any third party by Party C at theshareholders meeting of Party C; 3.2.4he will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating to theEquity Interest; 3.2.5at the request of Party A, he will cause the shareholders meeting of Party C to vote in favor of the transfer of the Equity Interest ascontemplated hereunder; 3.2.6in order to maintain his ownership of the Equity Interest, he will execute all necessary or appropriate documents, take all necessaryor appropriate actions, file all necessary or appropriate charges, or conduct all necessary or appropriate defenses against all claims; 3.2.7at the request of Party A, he will appoint the person nominated by Party A as the director of, or to hold any other position in, Party C; 3.2.8at the request of Party A, he will immediately transfer the requested Equity Interest to the Designated Person(s); Equity Option Agreement - 10 -  3.2.9he will strictly comply with the provisions of this Agreement and any other contracts entered into jointly or separately by the partieshereto, strictly perform the obligations under such contracts, and will not do anything which will affect the validity andenforceability of such contracts; 3.2.10he shall not put forward, or vote in favor of, any shareholder resolution to, or otherwise request Party C to, issue any dividends orother distributions with respect to his equity interest in Party C; provided, however, in the event that he receives any profit, bonus,distribution or dividend from Party C, he shall, as permitted under PRC laws, immediately pay or transfer such profit, bonus,distribution or dividend to Party A or to any party designated by Party A in order to 1) first, to repay in part the Loan payable underthe Loan Agreement; and 2) then, if there is any profit, bonus, distribution or dividend amount remaining, to pay in part the servicefee under the Services Agreement on behalf of Party C; and 3.2.11after mandatory liquidation described in 3.1.12 above, he will remit in full to the Party A any residual interest he receives in anonreciprocal transfer or cause it happen. If such transfer is prohibited by PRC law, he will remit the proceeds to Party A or itsDesignated Person(s) in a manner permitted under PRC law Equity Option Agreement - 11 - 4.Representations and Warranties 4.1Representations and Warranties of Party B. Party B hereby represents and warrants on his own behalf to Party A that as of the date of thisAgreement: 4.1.1he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shallconstitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will notviolate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, orrevocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest otherthan the Equity Pledge Agreement. 4.2Representations and Warranties of Party C. Party C represents and warrants to Party A that: 4.2.1it has the power and right to sign, deliver, and perform its obligations under this Agreement, and said documents shall constitute itslegal, valid, and binding obligations enforceable in accordance with their terms; Equity Option Agreement - 12 -  4.2.2the execution and delivery, of this Agreement or any other contracts, and the performance of its obligations thereunder, will notviolate PRC law, conflict with its Articles of Association or other constituent documents, breach or result in a default of any contractor instrument to which it is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in theimposition of any additional conditions being imposed thereon; 4.2.3it is the lawful owner of its assets, and has not created any Security Interest over such assets; 4.2.4it does not have any outstanding debts other than those incurred in the ordinary course of business and which have been disclosedto Party A; 4.2.5it will comply with all PRC law applicable to the acquisition of assets; and 4.2.6there is no existing, pending or threatened litigation, arbitration, or administrative proceedings relating to the Equity Interest, itsassets, or itself. Equity Option Agreement - 13 - 5.Further WarrantiesThe parties to the agreement agree to promptly execute documents reasonably requisite to the performance of the provisions and the aim of this Agreement ordocuments beneficial to it, and to take actions reasonably requisite to the performance of the provisions and the aim of this Agreement or actions beneficialto it. 6.TermThis Agreement shall take effect as of the Effective Date and shall remain in full force and effect until the earlier of (1) the date on which all of the EquityInterests have been acquired by Party A directly or through its Designated Person(s); or (2) the unilateral termination by Party A (at its sole and absolutediscretion), by giving 30 days prior written notice to the Party B of its intention to terminate this Agreement. 7.Applicable Law and Dispute Resolution 7.1Governing Law. This Agreement shall be governed by and construed in accordance with PRC law. 7.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolvesuch dispute through friendly consultation or mediation. 7.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the ChinaInternational Economic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with theCIETAC’s rules in effect at the time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitration shallbe Chinese. The tribunal shall consist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost of arbitration shall beallocated as determined by the arbitrators. Equity Option Agreement - 14 - 8.Confidentiality 8.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all Confidential Information. Without the priorwritten consent of the other parties, no party shall disclose any Confidential Information to any third party unless the disclosure is required bylaw or by enforceable orders of the court or related government departments. Under such circumstances, the party required to disclose theConfidential Information shall notify the other parties immediately, take all possible measures to minimize the disclosure, and notify thepersons to whom information is being disclosed of the confidentiality obligation. 8.2Obligations upon Termination. Upon termination of this Agreement, each party shall, at the request of the other parties, return any document,material, database, equipment, or software containing the Confidential Information to the other parties. If, for any reason, such document,material, database, equipment, or software cannot be returned, the parties shall destroy all the Confidential Information and delete theConfidential Information from any memory devices. No party shall be permitted to continue using the Confidential Information in any wayafter the termination of this Agreement. Equity Option Agreement - 15 -  8.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive after thetermination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of this Agreementby any party. 9.MISCELLANEOUS 9.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail, ortelecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given or made shall beconfirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given or made; (b) fornotices delivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) or the 4th day of thedelivery date to an internationally certified delivery institution shall be deemed as having been duly given or made; and (c) for notices bytelecopy, the receipt date showed on the delivery confirming paper of the relevant document shall be deemed as having been duly given ormade. Party A : Beijing Cheerbright Technologies Co., Ltd.Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86 10 59857001Attn : Lu Min Equity Option Agreement - 16 - Party B : Beijing Autohome Information Technology Co., Ltd.Address : Room 1011-1015, F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : +86-10-59857002Attn : Lu MinParty C : Beijing Shengtuo Chengshi Advertisement Co., Ltd.Address : Room 1006 ,F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel : 86-10- 59857002Attn : Lu Min 9.2Entire Agreement. This Agreement, the Services Agreement, the Loan Agreement, the Equity Pledge Agreement, and the power of attorneyfrom Party B in favor of Party A shall constitute the entire agreement among the parties in respect of the subject matter hereof and shallsupersede any previous discussions, negotiations and agreements related thereto. Equity Option Agreement - 17 -  9.3Amendment. Without the prior written consent of Party A, neither of Party B or Party C of this Agreement shall be entitled to amend thisAgreement. If required by law, the parties shall obtain all requisite approvals from the relevant authorities to give effect to the amendment. 9.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of any party to exercise any right, authorityor privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shall any single orpartial exercise of any right, authority or privilege preclude any other future exercise thereof. 9.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall not affectthe validity or enforceability of any other provision of this agreement. 9.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. 9.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties (naturalperson or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rights and obligationsherein of Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights and obligations under thisAgreement, at the request of Party A, Party B shall execute the relevant agreements and/or documents with respect to such transfer orassignment. Party B and Party C shall not assign any of its rights or obligations hereunder without the prior written consent of the Party A. Equity Option Agreement - 18 -  9.8Language and Counterparts. This Agreement is prepared in 3 sets of originals in both English and Chinese. Each party shall hold 1 set.Chinese articles shall prevail over English articles in case of any inconsistency. Equity Option Agreement - 19 - IN WITNESS WHEREOF the parties hereof have caused this Agreement to be executed by their duly authorized representatives as of the date first writtenabove.Party A: Beijing Cheerbright Technologies Co., Ltd.Company Seal: (seal)Party B: Beijing Autohome Information Technology Co., Ltd.Company Seal: (seal)Party C: Beijing Shengtuo Chengshi Advertisement Co., Ltd.Company Seal; (seal) Equity Option Agreement Exhibit 4.39 Equity Option Agreement amongBeijing Chezhiying Technologies Co., Ltd.andBeijing Shengtuo Hongyuan Information Technology Co., Ltd.andBeijing Autohome Used Car Appraisal Co., Ltd.September 30, 2016 TABLE OF CONTENTS ARTICLE PAGE 1. Definitions And Interpretations 4 2. Purchase and Sale of Equity Interest 6 3. Undertakings 7 4. Representations and Warranties 12 5. Further Warranties 14 6. Term 14 7. Applicable Law and Dispute Resolution 14 8. Confidentiality 15 9. MISCELLANEOUS 17 - 2 -THIS EQUITY OPTION AGREEMENT (Agreement) is entered into on September 30, 2016 in Beijing, People’s Republic of China (PRC).by and among(1) Beijing Chezhiying Technologies Co., Ltd., a liability limited company incorporated under the PRC laws with its registered address at Room 1117, F/11,Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and(2) Beijing Shengtuo Hongyuan Information Technology Co., Ltd., a company duly organized and existing under the PRC laws with its legal address atRoom 1005, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party B).and(3) Beijing Autohome Used Car Appraisal Co., Ltd, a company duly organized and existing under the PRC laws with its legal address at Room 201, West 35Gu Cheng Xi Street, Shijingshan District, Beijing, China (Party C)(individually a “Party” and collectively the “Parties”)Recitals A.Party B holds 100% of the equity interest in Party C. - 3 -B.Party C is a domestic company duly incorporated and validly existing under the laws of the PRC, which engages in the business of used car appraisalservices. C.On September 30, 2016, an Exclusive Technical Consulting and Services Agreement was entered into between Party A and Party C (ServicesAgreement), pursuant to which Party C will pay a service fee to Party A in consideration for services provided by Party A.NOW THEREFORE, the parties agree as follows: 1.Definitions And Interpretations 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Person(s) means 1 or more person(s) designated by Party A;Equity Interest means all of the equity interest held by Party B in Party C;Equity Pledge Agreement means the Equity Interest Pledge Agreement entered into by and among Party A and Party B, dated onSeptember 30, 2016, under which Party B pledges to Party A Party B’s Equity Interest in considerationfor Party C’s performance of its obligations under the Loan Agreement and Services Agreement; - 4 -Notice of Purchase means the written notice sent by Party A to exercise the Purchase Right (as defined below), as set forthin Article 2.2;Person means a person, corporation, joint venture, partnership, enterprise, trust, or non-corporate entity;Purchase Right means an irrevocable right to purchase, at any time, all or part of the Equity Interest held by Party B ata price equivalent to the lowest price permitted by then-current PRC laws; andSecurity Interest means any third party’s security, right or interest, any right to purchase Party B’s equity interest inParty C, or any right of acquisition, right of set-off, or other security arrangement, including anysecurity interest subject to this Agreement, the Equity Pledge Agreement or the Loan Agreement. - 5 - 1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of any provision. The use ofthe plural shall include the use of the singular, and vice versa. Unless otherwise indicated, a reference to a day, month or year is to a calendarday, month or year. The use of the masculine shall include the use of the feminine, and vice versa. 2.Purchase and Sale of Equity Interest 2.1Authorization. Party B hereby irrevocably grants Party A or its Designated Person(s) the Purchase Right for his Equity Interest. 2.2Procedures. Upon Party A’s decision to exercise such Purchase Right, it shall send a written Notice of Purchase to Party B setting forth detailsfor the purchase. 2.3Exercise of Purchase Right. Every time Party A exercises the Purchase Right: 2.3.1Party B shall supervise and ensure other shareholders of Party C to convene a shareholders meeting, and pass a resolution to transferthe Equity Interest from Party B to Party A and/or the Designated Person; 2.3.2Party B shall, upon the terms and conditions of this Agreement and the Notice of Purchase, enter into all documents requested byParty A; and - 6 - 2.3.3Party B and Party C shall execute all documents, acquire all approvals, and perform all actions necessary to transfer the validownership of the Equity Interest to Party A and/or the Designated Person. 2.4Method of Payment. Upon exercise of the Purchase Right by Party A or its Designated Person(s), Party A shall make payment by cancelling allor a portion of the Loan, in the same proportion that Party A or its Designated Person(s) has acquired the Security Interest. In case PRC lawsrequire Party A or its Designated Person(s) to pay to Party B, Party B shall immediately and unconditionally pay or transfer to Party A anyproceeds in whatsoever form obtained from the Party A or its Designated Person(s) at the time such payables arise, after having deducted andpaid any and all relevant taxes and expenses applicable to such a shareholder as a result of his receipt of such proceeds. 3.Undertakings 3.1Undertakings of Party C. Party C hereby undertakes that: 3.1.1it will maintain its corporate existence, operate its business, and transact affairs prudently and efficiently in accordance with goodfinancial and commercial standards and practices; - 7 - 3.1.2without the prior written consent of Party A, it will not sell, assign, mortgage, or otherwise dispose of any legal or beneficiary rightsto any of its assets, business, or revenues, or permit the creation of any other Security Interest over such rights at any time after theexecution date of this Agreement; 3.1.3without the prior written consent of Party A, it will not incur, assume, guarantee or allow the existence of any debts, except for thoseto which Party A has given its written consent; 3.1.4it will always operate its business to maintain the value of its assets, and will not do anything which will affect its business situationnor the value of its assets; 3.1.5without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher or outside theordinary business; 3.1.6without the prior written consent of Party A, it will not provide any loan to any third party; 3.1.7at the request of Party A, it will provide to Party A all information relating to its operation and financial conditions; 3.1.8without the prior written consent of Party A, it will not be consolidated or merged with any third party, nor acquire or invest in anythird party; - 8 - 3.1.9it will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating to itsassets, business, or revenues; 3.1.10in order to maintain the ownership of all its assets, it will execute all necessary or appropriate documents, take all necessary orappropriate actions, file all necessary or appropriate charges, and conduct all necessary or appropriate defenses against all claims; 3.1.11without the prior written consent of Party A, it will not in any form whatsoever allocate dividends to shareholders; and 3.1.12if PRC law requires it to be dissolved or liquidated, it shall sell all of its assets to the extent permitted by PRC laws to Party A oranother qualifying entity designated by Party A, at the lowest selling price permitted by applicable PRC law. Any obligation forParty A to pay Party C as a result of such transaction shall be forgiven by Party C or any proceeds from such transaction shall be paidto Party A in partial satisfaction of the service fee under the Services Agreement or remitted to Party A or the qualifying entitydesignated by Party A, as applicable under then-current PRC laws. - 9 - 3.2Undertakings of Party B. Party B undertakes on his own behalf that: 3.2.1without the prior written consent of Party A, he will not sell, transfer, mortgage, pledge, grant any option rights or otherwise disposeof any legal or beneficiary rights to the Equity Interest, or permit the creation of any other Security Interest over such rights at anytime, except for the pledge under the Equity Pledge Agreement; 3.2.2without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approving thesale, assignment, mortgage, or other disposal of the legal or beneficiary rights of any shareholder or allowing the creation of anyother Security Interest over such rights at the shareholders meeting of Party C; 3.2.3without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolution approving theconsolidation or merger of Party C with any third party or the acquisition of or investment in any third party by Party C at theshareholders meeting of Party C; 3.2.4he will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating to theEquity Interest; 3.2.5at the request of Party A, he will cause the shareholders meeting of Party C to vote in favor of the transfer of the Equity Interest ascontemplated hereunder; 3.2.6in order to maintain his ownership of the Equity Interest, he will execute all necessary or appropriate documents, take all necessaryor appropriate actions, file all necessary or appropriate charges, or conduct all necessary or appropriate defenses against all claims; - 10 - 3.2.7at the request of Party A, he will appoint the person nominated by Party A as the director of, or to hold any other position in, Party C; 3.2.8at the request of Party A, he will immediately transfer the requested Equity Interest to the Designated Person(s); 3.2.9he will strictly comply with the provisions of this Agreement and any other contracts entered into jointly or separately by the partieshereto, strictly perform the obligations under such contracts, and will not do anything which will affect the validity andenforceability of such contracts; 3.2.10he shall not put forward, or vote in favor of, any shareholder resolution to, or otherwise request Party C to, issue any dividends orother distributions with respect to his equity interest in Party C; provided, however, in the event that he receives any profit, bonus,distribution or dividend from Party C, he shall, as permitted under PRC laws, immediately pay or transfer such profit, bonus,distribution or dividend to Party A or to any party designated by Party A in order to 1) first, to repay in part the Loan payable underthe Loan Agreement; and 2) then, if there is any profit, bonus, distribution or dividend amount remaining, to pay in part the servicefee under the Services Agreement on behalf of Party C; and - 11 - 3.2.11after mandatory liquidation described in 3.1.12 above, he will remit in full to the Party A any residual interest he receives in anonreciprocal transfer or cause it happen. If such transfer is prohibited by PRC law, he will remit the proceeds to Party A or itsDesignated Person(s) in a manner permitted under PRC law 4.Representations and Warranties 4.1Representations and Warranties of Party B. Party B hereby represents and warrants on his own behalf to Party A that as of the date of thisAgreement: 4.1.1he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shallconstitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will notviolate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, orrevocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest otherthan the Equity Pledge Agreement. - 12 - 4.2Representations and Warranties of Party C. Party C represents and warrants to Party A that: 4.2.1it has the power and right to sign, deliver, and perform its obligations under this Agreement, and said documents shall constitute itslegal, valid, and binding obligations enforceable in accordance with their terms; 4.2.2the execution and delivery, of this Agreement or any other contracts, and the performance of its obligations thereunder, will notviolate PRC law, conflict with its Articles of Association or other constituent documents, breach or result in a default of any contractor instrument to which it is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in theimposition of any additional conditions being imposed thereon; 4.2.3it is the lawful owner of its assets, and has not created any Security Interest over such assets; 4.2.4it does not have any outstanding debts other than those incurred in the ordinary course of business and which have been disclosedto Party A; 4.2.5it will comply with all PRC law applicable to the acquisition of assets; and - 13 - 4.2.6there is no existing, pending or threatened litigation, arbitration, or administrative proceedings relating to the Equity Interest, itsassets, or itself. 5.Further WarrantiesThe parties to the agreement agree to promptly execute documents reasonably requisite to the performance of the provisions and the aim of this Agreement ordocuments beneficial to it, and to take actions reasonably requisite to the performance of the provisions and the aim of this Agreement or actions beneficialto it. 6.TermThis Agreement shall take effect as of the Effective Date and shall remain in full force and effect until the earlier of (1) the date on which all of the EquityInterests have been acquired by Party A directly or through its Designated Person(s); or (2) the unilateral termination by Party A (at its sole and absolutediscretion), by giving 30 days prior written notice to the Party B of its intention to terminate this Agreement. 7.Applicable Law and Dispute Resolution 7.1Governing Law. This Agreement shall be governed by and construed in accordance with PRC law. - 14 - 7.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the first instance to resolvesuch dispute through friendly consultation or mediation. 7.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to the ChinaInternational Economic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with theCIETAC’s rules in effect at the time of applying for arbitration. The place of arbitration shall be Beijing. The language of the arbitration shallbe Chinese. The tribunal shall consist of 3 arbitrators. The arbitral award is final and binding upon the parties. The cost of arbitration shall beallocated as determined by the arbitrators. 8.Confidentiality 8.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all Confidential Information. Without the priorwritten consent of the other parties, no party shall disclose any Confidential Information to any third party unless the disclosure is required bylaw or by enforceable orders of the court or related government departments. Under such circumstances, the party required to disclose theConfidential Information shall notify the other parties immediately, take all possible measures to minimize the disclosure, and notify thepersons to whom information is being disclosed of the confidentiality obligation. - 15 - 8.2Obligations upon Termination. Upon termination of this Agreement, each party shall, at the request of the other parties, return any document,material, database, equipment, or software containing the Confidential Information to the other parties. If, for any reason, such document,material, database, equipment, or software cannot be returned, the parties shall destroy all the Confidential Information and delete theConfidential Information from any memory devices. No party shall be permitted to continue using the Confidential Information in any wayafter the termination of this Agreement. 8.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations will survive after thetermination of this Agreement unless the Confidential Information is disclosed to the public for reasons not due to the breach of this Agreementby any party. - 16 -9.MISCELLANEOUS 9.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail, ortelecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given or made shall beconfirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given or made; (b) fornotices delivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) or the 4th day of thedelivery date to an internationally certified delivery institution shall be deemed as having been duly given or made; and (c) for notices bytelecopy, the receipt date showed on the delivery confirming paper of the relevant document shall be deemed as having been duly given ormade. Party A: Beijing Chezhiying Technologies Co., Ltd.Address: Room 1117,F/11, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel: +86 10 59857001Attn: Lu MinParty B: Beijing Shengtuo Hongyuan Information Technology Co., Ltd.Address: Room 1005, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaTel: +86-10-59857000Attn: Lu Min - 17 -Party C Beijing Autohome Used Car Appraisal Co.,LtdAddress: Room 201, West 35 Gu Cheng Xi Street,Shijingshan District, Beijing 100080, ChinaTel: 86-10-59857002Attn: Lu Min 9.2Entire Agreement. This Agreement, the Services Agreement, the Loan Agreement, the Equity Pledge Agreement, and the power of attorneyfrom Party B in favor of Party A shall constitute the entire agreement among the parties in respect of the subject matter hereof and shallsupersede any previous discussions, negotiations and agreements related thereto. 9.3Amendment. Without the prior written consent of Party A, neither of Party B or Party C of this Agreement shall be entitled to amend thisAgreement. If required by law, the parties shall obtain all requisite approvals from the relevant authorities to give effect to the amendment. 9.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of any party to exercise any right, authorityor privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiver thereof; nor shall any single orpartial exercise of any right, authority or privilege preclude any other future exercise thereof. 9.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreement shall not affectthe validity or enforceability of any other provision of this agreement. - 18 - 9.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. 9.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designated parties (naturalperson or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertake the same rights and obligationsherein of Party A as if the transferee or assignee is Party A hereunder. When Party A transfers or assigns the rights and obligations under thisAgreement, at the request of Party A, Party B shall execute the relevant agreements and/or documents with respect to such transfer orassignment. Party B and Party C shall not assign any of its rights or obligations hereunder without the prior written consent of the Party A. 9.8Language and Counterparts. This Agreement is prepared in 3 sets of originals in both English and Chinese. Each party shall hold 1 set.Chinese articles shall prevail over English articles in case of any inconsistency. - 19 -IN WITNESS WHEREOF the parties hereof have caused this Agreement to be executed by their duly authorized representatives as of the date first writtenabove.Party A: Beijing Chezhiying Technologies Co., Ltd.Company Seal: (seal)Party B: Beijing Shengtuo Hongyuan Information Technology Co., Ltd.Company Seal: (seal)Party C: Beijing Autohome Used Car Appraisal Co., Ltd.Company Seal: (seal) - 20 -Exhibit 4.40 Equity Option Agreement amongBeijing Chezhiying Technologies Co., Ltd.andBeijing Shengtuo Hongyuan Information Technology Co., Ltd.andBeijing Autohome Used Car Brokerage Co., Ltd.September 30, 2016 TABLE OF CONTENTS ARTICLE PAGE 1. Definitions And Interpretations 4 2. Purchase and Sale of Equity Interest 6 3. Undertakings 7 4. Representations and Warranties 12 5. Further Warranties 14 6. Term 14 7. Applicable Law and Dispute Resolution 14 8. Confidentiality 15 9. MISCELLANEOUS 17 - 2 -THIS EQUITY OPTION AGREEMENT (Agreement) is entered into on September 30, 2016 in Beijing, People’s Republic of China (PRC).by and among(1) Beijing Chezhiying Technologies Co., Ltd., a liability limited company incorporated under the PRC laws with its registered address at Room1117, F/11,Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party A);and(2) Beijing Shengtuo Hongyuan Information Technology Co., Ltd., a company duly organized and existing under the PRC laws with its legal address atRoom 1005, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China (Party B).and(3) Beijing Autohome Used Car Appraisal Co.,Ltd, a company duly organized and existing under the PRC laws with its legal address at Room 201, West 35Gu Cheng Xi Street, Shijingshan District, Beijing, China (Party C)(individually a “Party” and collectively the “Parties”)Recitals A.Party B holds 100% of the equity interest in Party C. B.Party C is a domestic company duly incorporated and validly existing under the laws of the PRC, which engages in the business of used carappraisal services. - 3 -C.On September 30, 2016, an Exclusive Technical Consulting and Services Agreement was entered into between Party A and Party C (ServicesAgreement), pursuant to which Party C will pay a service fee to Party A in consideration for services provided by Party A.NOW THEREFORE, the parties agree as follows: 1.Definitions And Interpretations 1.1Definitions. Unless otherwise provided in this Agreement, the following terms shall have the meanings set forth below: Designated Person(s) means 1 or more person(s) designated by Party A;Equity Interest means all of the equity interest held by Party B in Party C;Equity Pledge Agreement means the Equity Interest Pledge Agreement entered into by and among Party A and Party B,dated on September 30, 2016, under which Party B pledges to Party A Party B’s EquityInterest in consideration for Party C’s performance of its obligations under the LoanAgreement and Services Agreement; - 4 -Notice of Purchase means the written notice sent by Party A to exercise the Purchase Right (as defined below), asset forth in Article 2.2;Person means a person, corporation, joint venture, partnership, enterprise, trust, or non-corporateentity;Purchase Right means an irrevocable right to purchase, at any time, all or part of the Equity Interest held byParty B at a price equivalent to the lowest price permitted by then-current PRC laws; andSecurity Interest means any third party’s security, right or interest, any right to purchase Party B’s equityinterest in Party C, or any right of acquisition, right of set-off, or other security arrangement,including any security interest subject to this Agreement, the Equity Pledge Agreement or theLoan Agreement. - 5 - 1.2Interpretations. All headings used are for reference purposes only and do not affect the meaning or interpretation of anyprovision. The use of the plural shall include the use of the singular, and vice versa. Unless otherwise indicated, a reference to aday, month or year is to a calendar day, month or year. The use of the masculine shall include the use of the feminine, and viceversa. 2.Purchase and Sale of Equity Interest 2.1Authorization. Party B hereby irrevocably grants Party A or its Designated Person(s) the Purchase Right for his Equity Interest. 2.2Procedures. Upon Party A’s decision to exercise such Purchase Right, it shall send a written Notice of Purchase to Party Bsetting forth details for the purchase. 2.3Exercise of Purchase Right. Every time Party A exercises the Purchase Right: 2.3.1Party B shall supervise and ensure other shareholders of Party C to convene a shareholders meeting, and pass aresolution to transfer the Equity Interest from Party B to Party A and/or the Designated Person; 2.3.2Party B shall, upon the terms and conditions of this Agreement and the Notice of Purchase, enter into all documentsrequested by Party A; and - 6 - 2.3.3Party B and Party C shall execute all documents, acquire all approvals, and perform all actions necessary to transferthe valid ownership of the Equity Interest to Party A and/or the Designated Person. 2.4Method of Payment. Upon exercise of the Purchase Right by Party A or its Designated Person(s), Party A shall make paymentby cancelling all or a portion of the Loan, in the same proportion that Party A or its Designated Person(s) has acquired theSecurity Interest. In case PRC laws require Party A or its Designated Person(s) to pay to Party B, Party B shall immediately andunconditionally pay or transfer to Party A any proceeds in whatsoever form obtained from the Party A or its DesignatedPerson(s) at the time such payables arise, after having deducted and paid any and all relevant taxes and expenses applicable tosuch a shareholder as a result of his receipt of such proceeds. 3.Undertakings 3.1Undertakings of Party C. Party C hereby undertakes that: 3.1.1it will maintain its corporate existence, operate its business, and transact affairs prudently and efficiently inaccordance with good financial and commercial standards and practices; - 7 - 3.1.2without the prior written consent of Party A, it will not sell, assign, mortgage, or otherwise dispose of any legal orbeneficiary rights to any of its assets, business, or revenues, or permit the creation of any other Security Interest oversuch rights at any time after the execution date of this Agreement; 3.1.3without the prior written consent of Party A, it will not incur, assume, guarantee or allow the existence of any debts,except for those to which Party A has given its written consent; 3.1.4it will always operate its business to maintain the value of its assets, and will not do anything which will affect itsbusiness situation nor the value of its assets; 3.1.5without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher oroutside the ordinary business; 3.1.6without the prior written consent of Party A, it will not provide any loan to any third party; 3.1.7at the request of Party A, it will provide to Party A all information relating to its operation and financial conditions; 3.1.8without the prior written consent of Party A, it will not be consolidated or merged with any third party, nor acquire orinvest in any third party; - 8 - 3.1.9it will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedingsrelating to its assets, business, or revenues; 3.1.10in order to maintain the ownership of all its assets, it will execute all necessary or appropriate documents, take allnecessary or appropriate actions, file all necessary or appropriate charges, and conduct all necessary or appropriatedefenses against all claims; 3.1.11without the prior written consent of Party A, it will not in any form whatsoever allocate dividends to shareholders;and 3.1.12if PRC law requires it to be dissolved or liquidated, it shall sell all of its assets to the extent permitted by PRC lawsto Party A or another qualifying entity designated by Party A, at the lowest selling price permitted by applicablePRC law. Any obligation for Party A to pay Party C as a result of such transaction shall be forgiven by Party C or anyproceeds from such transaction shall be paid to Party A in partial satisfaction of the service fee under the ServicesAgreement or remitted to Party A or the qualifying entity designated by Party A, as applicable under then-currentPRC laws. 3.2Undertakings of Party B. Party B undertakes on his own behalf that: 3.2.1without the prior written consent of Party A, he will not sell, transfer, mortgage, pledge, grant any option rights orotherwise dispose of any legal or beneficiary rights to the Equity Interest, or permit the creation of any other SecurityInterest over such rights at any time, except for the pledge under the Equity Pledge Agreement; - 9 - 3.2.2without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolutionapproving the sale, assignment, mortgage, or other disposal of the legal or beneficiary rights of any shareholder orallowing the creation of any other Security Interest over such rights at the shareholders meeting of Party C; 3.2.3without the prior written consent of Party A, he will not vote in favor of, endorse, or sign any shareholders resolutionapproving the consolidation or merger of Party C with any third party or the acquisition of or investment in any thirdparty by Party C at the shareholders meeting of Party C; 3.2.4he will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedingsrelating to the Equity Interest; 3.2.5at the request of Party A, he will cause the shareholders meeting of Party C to vote in favor of the transfer of theEquity Interest as contemplated hereunder; 3.2.6in order to maintain his ownership of the Equity Interest, he will execute all necessary or appropriate documents,take all necessary or appropriate actions, file all necessary or appropriate charges, or conduct all necessary orappropriate defenses against all claims; - 10 - 3.2.7at the request of Party A, he will appoint the person nominated by Party A as the director of, or to hold any otherposition in, Party C; 3.2.8at the request of Party A, he will immediately transfer the requested Equity Interest to the Designated Person(s); 3.2.9he will strictly comply with the provisions of this Agreement and any other contracts entered into jointly orseparately by the parties hereto, strictly perform the obligations under such contracts, and will not do anythingwhich will affect the validity and enforceability of such contracts; 3.2.10he shall not put forward, or vote in favor of, any shareholder resolution to, or otherwise request Party C to, issue anydividends or other distributions with respect to his equity interest in Party C; provided, however, in the event that hereceives any profit, bonus, distribution or dividend from Party C, he shall, as permitted under PRC laws, immediatelypay or transfer such profit, bonus, distribution or dividend to Party A or to any party designated by Party A in orderto 1) first, to repay in part the Loan payable under the Loan Agreement; and 2) then, if there is any profit, bonus,distribution or dividend amount remaining, to pay in part the service fee under the Services Agreement on behalf ofParty C; and - 11 - 3.2.11after mandatory liquidation described in 3.1.12 above, he will remit in full to the Party A any residual interest hereceives in a nonreciprocal transfer or cause it happen. If such transfer is prohibited by PRC law, he will remit theproceeds to Party A or its Designated Person(s) in a manner permitted under PRC law 4.Representations and Warranties 4.1Representations and Warranties of Party B. Party B hereby represents and warrants on his own behalf to Party A that as of thedate of this Agreement: 4.1.1he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the saiddocuments shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2the execution and delivery of this Agreement or any other contracts, and the performance of his obligationsthereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he issubject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the impositionof any additional conditions being imposed thereon; and - 12 - 4.1.3he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over suchEquity Interest other than the Equity Pledge Agreement. 4.2Representations and Warranties of Party C. Party C represents and warrants to Party A that: 4.2.1it has the power and right to sign, deliver, and perform its obligations under this Agreement, and said documentsshall constitute its legal, valid, and binding obligations enforceable in accordance with their terms; 4.2.2the execution and delivery, of this Agreement or any other contracts, and the performance of its obligationsthereunder, will not violate PRC law, conflict with its Articles of Association or other constituent documents, breachor result in a default of any contract or instrument to which it is subject, or result in a breach, suspension, orrevocation of any grant, license, or approval or result in the imposition of any additional conditions being imposedthereon; 4.2.3it is the lawful owner of its assets, and has not created any Security Interest over such assets; 4.2.4it does not have any outstanding debts other than those incurred in the ordinary course of business and which havebeen disclosed to Party A; 4.2.5it will comply with all PRC law applicable to the acquisition of assets; and - 13 - 4.2.6there is no existing, pending or threatened litigation, arbitration, or administrative proceedings relating to theEquity Interest, its assets, or itself. 5.Further WarrantiesThe parties to the agreement agree to promptly execute documents reasonably requisite to the performance of the provisions and the aim of this Agreement ordocuments beneficial to it, and to take actions reasonably requisite to the performance of the provisions and the aim of this Agreement or actions beneficialto it. 6.TermThis Agreement shall take effect as of the Effective Date and shall remain in full force and effect until the earlier of (1) the date on which all of the EquityInterests have been acquired by Party A directly or through its Designated Person(s); or (2) the unilateral termination by Party A (at its sole and absolutediscretion), by giving 30 days prior written notice to the Party B of its intention to terminate this Agreement. 7.Applicable Law and Dispute Resolution 7.1Governing Law. This Agreement shall be governed by and construed in accordance with PRC law. - 14 - 7.2Consultation and Mediation. If any dispute arises in connection with this Agreement, the parties shall attempt in the firstinstance to resolve such dispute through friendly consultation or mediation. 7.3Arbitration. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be submitted to theChina International Economic and Trade Arbitration Commission (CIETAC) for arbitration, which shall be conducted inaccordance with the CIETAC’s rules in effect at the time of applying for arbitration. The place of arbitration shall be Beijing.The language of the arbitration shall be Chinese. The tribunal shall consist of 3 arbitrators. The arbitral award is final andbinding upon the parties. The cost of arbitration shall be allocated as determined by the arbitrators. 8.Confidentiality 8.1Confidentiality Obligations. The parties shall protect and maintain the confidentiality of all Confidential Information. Withoutthe prior written consent of the other parties, no party shall disclose any Confidential Information to any third party unless thedisclosure is required by law or by enforceable orders of the court or related government departments. Under suchcircumstances, the party required to disclose the Confidential Information shall notify the other parties immediately, take allpossible measures to minimize the disclosure, and notify the persons to whom information is being disclosed of theconfidentiality obligation. - 15 - 8.2Obligations upon Termination. Upon termination of this Agreement, each party shall, at the request of the other parties, returnany document, material, database, equipment, or software containing the Confidential Information to the other parties. If, forany reason, such document, material, database, equipment, or software cannot be returned, the parties shall destroy all theConfidential Information and delete the Confidential Information from any memory devices. No party shall be permitted tocontinue using the Confidential Information in any way after the termination of this Agreement. 8.3No Time Limit. There is no time limit to the confidentiality obligations stipulated in this Article, which obligations willsurvive after the termination of this Agreement unless the Confidential Information is disclosed to the public for reasons notdue to the breach of this Agreement by any party. - 16 -9.MISCELLANEOUS 9.1Notices. All notices or other communications sent by either party shall be written in English or Chinese, and delivered in person, by mail,or telecopy, to the other party at the following addresses. The date at which the communication shall be deemed to be duly given ormade shall be confirmed as follows: (a) for notices delivered in person, the date of delivery shall be deemed as having been duly given ormade; (b) for notices delivered by mail, the 10th day of the delivery date of air certified mail with postage prepaid (as shown on stamp) orthe 4th day of the delivery date to an internationally certified delivery institution shall be deemed as having been duly given or made;and (c) for notices by telecopy, the receipt date showed on the delivery confirming paper of the relevant document shall be deemed ashaving been duly given or made. Party A: Beijing Chezhiying Technologies Co., Ltd.Address: Room 1117, F/11, Tower B, No. 3, Danling Street,Haidian District, Beijing 100080, ChinaTel: +86 10 59857001Attn: Lu MinParty B: Beijing Shengtuo Hongyuan InformationTechnology Co., Ltd.Address: Room 1005, Tower B, No. 3, Danling Street,Haidian District, Beijing 100080, ChinaTel: +86-10-59857000Attn: Lu MinParty C: Beijing Autohome Used Car Brokerage Co., Ltd.Address: No.101 Oudebao Vehicles Trading Market,Huilongguan, Changping District, Beijing, ChinaTel: 86-10-59857002Attn: Lu Min - 17 - 9.2Entire Agreement. This Agreement, the Services Agreement, the Loan Agreement, the Equity Pledge Agreement, and the powerof attorney from Party B in favor of Party A shall constitute the entire agreement among the parties in respect of the subjectmatter hereof and shall supersede any previous discussions, negotiations and agreements related thereto. 9.3Amendment. Without the prior written consent of Party A, neither of Party B or Party C of this Agreement shall be entitled toamend this Agreement. If required by law, the parties shall obtain all requisite approvals from the relevant authorities to giveeffect to the amendment. 9.4No Waiver. Unless otherwise agreed upon by the parties in writing, any failure or delay on the part of any party to exercise anyright, authority or privilege under this Agreement, or under any other agreement relating hereto, shall not operate as a waiverthereof; nor shall any single or partial exercise of any right, authority or privilege preclude any other future exercise thereof. 9.5Severability. The provisions of this agreement are severable from each other. The invalidity of any provision of this agreementshall not affect the validity or enforceability of any other provision of this agreement. - 18 - 9.6Successors. This Agreement shall be valid and binding on the parties, their successors and permitted assigns. 9.7Assignment. Party A may transfer or assign any or all of its rights and obligations under this Agreement to any of its designatedparties (natural person or legal entity) at any time. In such circumstances, the transferee or assignee shall enjoy and undertakethe same rights and obligations herein of Party A as if the transferee or assignee is Party A hereunder. When Party A transfers orassigns the rights and obligations under this Agreement, at the request of Party A, Party B shall execute the relevant agreementsand/or documents with respect to such transfer or assignment. Party B and Party C shall not assign any of its rights orobligations hereunder without the prior written consent of the Party A. 9.8Language and Counterparts. This Agreement is prepared in 3 sets of originals in both English and Chinese. Each party shallhold 1 set. Chinese articles shall prevail over English articles in case of any inconsistency. - 19 -IN WITNESS WHEREOF the parties hereof have caused this Agreement to be executed by their duly authorized representatives as of the date first writtenabove.Party A: Beijing Chezhiying Technologies Co., Ltd.Company Seal: (seal)Party B: Beijing Shengtuo Hongyuan Information Technology Co., Ltd.Company Seal: (seal)Party C: Beijing Autohome Used Car Brokerage Co., Ltd.Company Seal: (seal) - 20 -Exhibit 4.41 Equity Interest Pledge Agreement betweenBeijing Cheerbright Technologies Co., Ltd.andLu MinDate: March 25, 2017TABLE OF CONTENTS ARTICLE PAGE 1. Definitions 5 2. Pledge 6 3. Effectiveness of Pledge, Scope and Term 8 4. Representations and Warranties of the Pledgor 9 5. Covenants of the Pledgor 10 6. Events of Default 12 7. Exercise of the Rights of the Pledge 14 8. Transfer or Assignment 15 9. Termination 16 10. Force Majeure 16 11. Applicable Law and Dispute Resolution 17 12. Notice 18 13. Appendices 18 14. Waiver 18 15. Miscellaneous 19 Equity Interest Pledge Agreement - 2 - This Equity Interest Pledge Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong SpecialAdministrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated on March 25, 2017 by andamong the following parties:PLEDGEE: Beijing Cheerbright Technologies Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the laws of thePRC, with its registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China.andPLEDGOR: Lu Min, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 901, No. 6, DehuaStreet, Xingang West Road, Haizhu District, Guangzhou.(individually a “Party” and collectively the “Parties”)WHEREAS: A.Pledgor is a PRC citizen, and holds 50% of the equity interest of Beijing Autohome Information Technology Co., Ltd. (“Autohome Information”). B.Autohome Information is a limited liability company registered in Beijing, which engages in the business of Internet information services andoperates the website www.autohome.com.cn. Equity Interest Pledge Agreement - 3 - C.The Pledgor and the Pledgee entered into a Loan Agreement (“Loan Agreement”) on March 25, 2017, pursuant to which the Pledgee extended aloan in the amount of RMB 5,000,000 (the “Loan”) to the Pledgor. D.The Pledgee, a wholly foreign-owned company registered in Beijing, PRC, and has been licensed by the relevant PRC government authority tocarry on the business of technology-related research and development, website design, transfer of technology, technology training and consulting,and the sale of its own products. The Pledgee and Autohome Information entered into an Exclusive Technical and Consulting Services Agreementon March 25, 2017, pursuant to which Autohome Information is required to pay service fees (the “Service Fees”) to the Pledgee in consideration forthe corresponding services to be provided by the Pledgee (the “Services Agreement”). E.Simultaneous with the execution of this Agreement, the Pledgor has also entered into an Equity Option Agreement with the Pledgee, pursuant towhich the Pledgor grants to the Pledgee an exclusive right to purchase the Equity Interest (as defined below) at any time upon satisfaction ofvarious requirements under PRC law (the “Option Agreement”). Equity Interest Pledge Agreement - 4 - F.In order to ensure that (i) the Pledgor repay the Loan under the Loan Agreement; (ii) the Pledgee collects Service Fees under the Services Agreementfrom Autohome Information, (iii) the Pledgor’s other obligations under the Option Agreement are fulfilled, and (iv) all other debts, monetaryliabilities or other payment obligations owed to the Pledgee by the Pledgor and/or Autohome Information, arising under or in relation to theServices Agreement or the Loan Agreement including, but not limited to, any obligation to pay damages for a breach of any obligation of thePledgor or Autohome Information under the Loan Agreement or the Services Agreement (as applicable), are paid, the Pledgor is willing to pledge allthe Equity Interest (as defined below,) i.e. the 50% equity interest of Autohome Information, equivalent to a contribution of RMB5,000,000, to thePledgee as security for the above-mentioned obligations of the Pledgor and Autohome Information (collectively, the “Secured Obligations”).In order to set forth each Party’s rights and obligations, the Pledgee and the Pledgor through mutual negotiations hereby enter into this Agreement basedupon the following terms: 1.DefinitionsUnless otherwise provided in this Agreement, the following terms shall have the following meanings: 1.1“Pledge” means the full content of Section 2 hereunder. 1.2“Equity Interest” means all the equity interests in Autohome Information held by the Pledgor (including all present and futurerights and benefits based on such equity interests), and any additional equity interests in Autohome Information acquired bysuch Pledgor subsequent to the date hereof. For the avoidance of any doubt, on the date hereof, the Pledgor holds a 50% equityinterest (equivalent to a contribution of RMB5,000,000) in Autohome Information. 1.3“Event of Default” means any event in accordance with Section 6 hereunder. 1.4“Notice of Default” means the notice of default issued by the Pledgee in accordance with this Agreement. Equity Interest Pledge Agreement - 5 -  1.5“Effective Date” This Agreement shall be effective upon its being signed by the Parties hereunder. Notwithstanding theforegoing, the Pledge (as defined in Section 2.1) shall only come into effect in accordance with Section 3 of this Agreement. 2.Pledge 2.1The Pledgor hereby pledges, and if required, transfers and assigns the Equity Interest to the Pledgee as security for all of theSecured Obligations (the “Pledge”) of an amount up to the Maximum Amount (as defined below), and grant a first prioritysecurity interest in all rights, titles and interests that he has or may at any time hereafter acquire in and to the Equity Interest,together with all equity or other ownership interests representing a dividend on the Equity Interest, a distribution or return ofcapital upon or in respect of such Equity Interest, any subscription, first refusal, pre-emptive or other purchase rights withrespect to or arising from such Equity Interest, any voting rights with respect to such Equity Interest or any other interest inAutohome Information which, by reason of notice or lapse of time or the occurrence of other events, may be converted into adirect equity interest in Autohome Information, and all proceeds of the foregoing (collectively, the “Pledged Collateral”). Equity Interest Pledge Agreement - 6 -  2.1.1The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the SecuredObligations shall be a variable and floating valuation until the Settlement Date (as defined below). Therefore, based on thereasonable assessment and evaluation by the Pledgor and the Pledgee of the Secured Obligations and the Pledged Collateral,the Pledgor and the Pledgee mutually acknowledge and agree that the Pledge shall aggregately secure the Secured Obligationsfor a maximum amount of RMB 5,000,000.00 (the “Maximum Amount”) prior to the Settlement Date. The Pledgor and the Pledgee may, taking into account the fluctuation in the monetary value of the Secured Obligations and thePledged Collateral, adjust the Maximum Amount based on mutual agreement by amending and supplementing this Agreement,from time to time, prior to the Settlement Date. 2.1.2Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at avalue of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to thedate of such occurrence (the “Fixed Obligations”): (a)any or all of the Loan Agreement, Services Agreement or the Option Agreements expires or is terminated pursuant tothe stipulations thereunder; (b)the occurrence of an Event of Default pursuant to Section 6 that is not resolved, which results in the Pledgee servinga Notice of Default to the Pledgor pursuant to Section 6.3; (c)the Pledgee reasonably determines (having made due enquiries) that any of the Pledgor and/or AutohomeInformation is insolvent or could potentially be made insolvent; or (d)any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC. Equity Interest Pledge Agreement - 7 -  2.2For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “SettlementDate”). On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge inaccordance with Section 7. 2.3The Pledgee is entitled to collect any and all dividends or other distributions, if any, arising from the Equity Interest during theTerm of the Pledge (as defined below). 3.Effectiveness of Pledge, Scope and Term 3.1The Pledgor shall, immediately after the execution of this Agreement, register this Agreement and the Pledge hereunder withthe State Administration for Industry and Commerce of the PRC or its competent local counterpart (the “AIC”). The Pledgorshall deliver to the Pledgee a copy of the registration or filing certificate from the AIC within 7 days from the date ofsubmission of the application for registration of this Agreement and Pledge with the AIC. 3.2The Pledge shall be effective upon the registration of the Pledge with the AIC in accordance with Section 3.1 above. The termof the Pledge shall commence on the date when the Pledge is registered with the AIC and shall expire on the earlier of (a) thedate on which all outstanding Secured Obligations are paid in full or otherwise satisfied (as applicable) or (b) the Pledgeeenforces the Pledge pursuant to the terms and conditions hereof, to satisfy its rights under the Secured Obligations and PledgedCollateral in full or (c) the Pledgor completes her transfer of the Equity Interest to another party (individual or legal entity)pursuant to the Option Agreement and no longer holds any equity interest in Autohome Information (the “Term of the Pledge”). Equity Interest Pledge Agreement - 8 - 4.Representations and Warranties of the PledgorThe Pledgor hereby makes the following representations and warranties to the Pledgee and confirms that the Pledgee executes thisAgreement in reliance on such representations and warranties: 4.1The Pledgor is the legal owner of the Equity Interest that has been registered in his name, and is entitled to create a pledge onsuch Equity Interest. 4.2None of the Pledged Collateral or the Pledge will be interfered with by any other pledgee at any time once the Pledgeeexercises the rights of the Pledge in accordance with this Agreement. 4.3The Pledgee shall be entitled to dispose or assign the Pledge in accordance with the relevant laws and this Agreement. 4.4All necessary authorizations have been obtained for the execution and performance of this Agreement by the Pledgor and theexecution and performance of this Agreement by the Pledgor does not violate any applicable laws or regulations. The Pledgorwho signs this Agreement is lawfully and effectively authorized. 4.5The Pledgor warrants that there is no on-going civil, administrative or criminal litigation or administrative punishment orarbitration related to the Equity Interest and is not aware of any such action pending or likely to be pending in the future as ofthe date of this Agreement. Equity Interest Pledge Agreement - 9 -  4.6There are no outstanding taxes, fees or undecided legal procedures related to the Equity Interest as of the date of thisAgreement. 4.7Each stipulation hereunder is the expression of each Party’s true intention and shall be binding upon all the Parties. 5.Covenants of the Pledgor 5.1The Pledgor covenants to the Pledgee that he shall: 5.1.1not transfer or assign the Equity Interest, or create or permit to be created any pledge, lien, charge, mortgage,encumbrance, option, security or other interest in or over the Equity Interest that has been registered in his name,other than the Pledge created hereunder and the option granted under the Option Agreement, without the priorwritten consent from the Pledgee; 5.1.2comply with and implement laws and regulations with respect to the pledge of rights, present to the Pledgee thenotices, orders or suggestions with respect to the Pledge issued or made by the competent authority within 5 daysupon receiving such notices, orders or suggestions and take actions in accordance with the reasonable instructions ofthe Pledgee; and Equity Interest Pledge Agreement - 10 -  5.1.3timely notify the Pledgee of any event or any received notice (i) which may affect the Equity Interest or any part ofthe Pledgee’s rights, (ii) which may change the Pledgor’s covenants or obligations under this Agreement or(iii) which may affect the Pledgor’s performance of his obligations under this Agreement, and take actions inaccordance with the reasonable instructions of the Pledgee. 5.2The Pledgor covenants that the Pledgee’s right of exercising the Pledge under this Agreement shall not be suspended orhampered by the Pledgor or any successor of the Pledgor or any person authorized by the Pledgor. 5.3The Pledgor jointly and severally covenants to the Pledgee that in order to protect or perfect the security over the SecuredObligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to execute allthe forms, instruments, agreements (including those required for the registration and de-registration of the Pledge with the AIC),and/or (ii) take actions and cause other parties who have interests in the Pledge to take actions as required by the Pledgee and(iii) allow the Pledgee to exercise the rights and authorization vested in the Pledgee under this Agreement. 5.4The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notice and takeor cause to be taken any other action as may be necessary under the laws of the PRC, to perfect the Pledge of the PledgedCollateral, including the AIC registration set forth in Section 3.1. 5.5The Pledgor covenants to the Pledgee that he will comply with and perform all the guarantees, covenants, agreements,representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate for all the losses suffered by thePledgee for such Pledgor’s failure to perform or fully perform his guarantees, covenants, agreements, representations orconditions. Equity Interest Pledge Agreement - 11 - 6.Events of Default 6.1Each of the following shall constitute an Event of Default: 6.1.1Autohome Information or the Pledgor fails to make full and timely payment of any amounts due under the SecuredObligations as required under the Services Agreement, Loan Agreement or Option Agreement, or an event of defaultas defined and stipulated in those agreements has occurred and is continuing; 6.1.2the Pledgor makes or has made any inaccurate, incomplete, misleading or untrue representation or warranty underSection 4, or is in violation or breach of any of the representations and warranties under Section 4; 6.1.3the Pledgor breaches any of the covenants under Section 5; 6.1.4the Pledgor breaches any other covenant, undertaking or obligation of the Pledgor set forth herein; 6.1.5the Pledgor is unable to perform its obligations under this Agreement due to the separation or merger of AutohomeInformation with other third parties or for any other reason; 6.1.6the Pledgor relinquishes all or any part of the Pledged Collateral or transfers or assigns all or any part of the PledgedCollateral without the prior written consent of the Pledgee (except the transfers or assigns permitted under theOption Agreement); Equity Interest Pledge Agreement - 12 -  6.1.7any indebtedness, guarantee or other obligation of the Pledgor, whether pursuant to a contract or otherwise, (i) isaccelerated as a result of a default thereunder and is required to be repaid or performed prior to the due date; or(ii) has become due and is not repaid or performed when due which, in the Pledgee’s reasonable view, has materiallyadversely affected the Pledgor’s ability to perform his obligations under this Agreement; 6.1.8this Agreement is illegal as a result of any applicable laws or the Pledgor is restricted from continuing to perform hisobligations under this Agreement; 6.1.9any approval, permit, license or authorization from any applicable governmental entity (or registration or filingprocedure) required for Autohome Information to provide internet value-added telecommunication service in thePRC is withdrawn, suspended, invalidated or materially amended; 6.1.10any approval, permit, license or authorization from any applicable government authority required to perform thisAgreement or make this Agreement enforceable, legal and valid is withdrawn, suspended, invalidated or materiallyamended; or 6.1.11any property owned by the Pledgor is altered or damaged which, in the Pledgee’s reasonable view, has materiallyadversely affected the Pledgor’s ability to perform his obligations under this Agreement. Equity Interest Pledge Agreement - 13 -  6.2The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware or find that any event set forth inSection 6.1 or any event that may result in the foregoing events have occurred or are occurring. 6.3Unless an Event of Default set forth in Section 6.1 has been rectified to the Pledgee’s satisfaction, the Pledgee, at any time theevent of default occurs or thereafter, may give a written notice of default to the Pledgor, and require the Pledgor, at thediscretion of the Pledgee, to immediately make full payment of the outstanding amounts payable under the Loan Agreement,Services Agreement, and/or Option Agreements, and other payables, or dispose of the Pledge in accordance with Section 7herein. 7.Exercise of the Rights of the Pledge 7.1The Pledgor shall not transfer or assign the Pledge without prior written approval from the Pledgee prior to the full settlementand fulfillment of the Secured Obligations. 7.2The Pledgee shall give a notice of default to the Pledgor when the Pledgee exercises the rights of Pledge. 7.3Subject to Section 6.3, the Pledgee may exercise the right to dispose of the Pledge at any time when the Pledgee gives a noticeof default in accordance with Section 6.3 or thereafter. Equity Interest Pledge Agreement - 14 -  7.4The Pledgee is entitled to have priority in receiving payment by the evaluation or proceeds from the auction or sale of whole orpart of the Pledged Collateral in accordance with legal procedures until the outstanding Secured Obligation or other monetaryobligations payable by the Pledgor and/or Autohome Information is fully paid, repaid or otherwise settled. 7.5The Pledgor shall not hinder the Pledgee from disposing the Pledge in accordance with this Agreement and shall give necessaryassistance so that the Pledgee could realize his Pledge. 8.Transfer or Assignment 8.1The Pledgor shall not donate or transfer his rights and obligations herein to any third party without prior written consent fromthe Pledgee. 8.2This Agreement shall be binding upon the Pledgor and his successors and be effective to the Pledgee and his each successorand assignee. 8.3The Pledgee may transfer or assign all Secured Obligations and its right to the Pledge to any third party at any time. In this case,the assignee shall enjoy and undertake the same rights and obligations herein of the Pledgee as if the assignee is a party hereto.When the Pledgee transfers or assigns the Secured Obligations and its rights to the Pledge, at the request of the Pledgee, thePledgor shall execute the relevant agreements and/or documents with respect to such transfer or assignment. 8.4After a change to the Pledgee resulting from a transfer or an assignment, the new parties to the pledge shall re-execute a pledgecontract. Equity Interest Pledge Agreement - 15 - 9.TerminationThis Agreement shall not terminate until the Term of the Pledge expires pursuant to Section 3 herein. 10.Force Majeure 10.1If this Agreement is delayed in or prevented from performing in the Event of Force Majeure (“Event of Force Majeure”), onlywithin the limitation of such delay or prevention, the affected Party is absolved from any liability under this Agreement. ForceMajeure, which includes acts of governments, acts of nature, fire, explosion, geographic change, flood, earthquake, tide,lightning, war, means any unforeseen events beyond the prevented Party’s reasonable control and cannot be prevented withreasonable care. However, any shortage of credit, capital or finance shall not be regarded as an event beyond a Party’sreasonable control. The Party affected by Force Majeure who claims for exemption from performing any obligations under thisAgreement or under any Section herein shall notify the other party of such exemption promptly and advise him/her of the stepsto be taken for completion of the performance. 10.2The Party affected by Force Majeure shall not assume any liability under this Agreement. However, subject to the Party affectedby Force Majeure having taken its reasonable and practicable efforts to perform this Agreement, the Party claiming forexemption of the liabilities may only be exempted from performing such liability as within limitation of the part performancedelayed or prevented by Force Majeure. Once causes for such exemption of liabilities are rectified and remedied, both partiesagree to resume performance of this Agreement with their best efforts. Equity Interest Pledge Agreement - 16 - 11.Applicable Law and Dispute Resolution 11.1The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordancewith the laws of the PRC. 11.2The Parties shall strive to settle any dispute arising from the interpretation or performance through friendly consultation. In caseno settlement can be reached through consultation, each party can submit such matter to China International Economic andTrade Arbitration Commission (“CIETAC”) for arbitration. The arbitration shall follow the then current rules of CIETAC, andthe arbitration proceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be finaland binding upon the Parties. This article shall not be affected by the termination or elimination of this Agreement. 11.3In case of any dispute arising out of the interpretation and performance of this Agreement or any pending arbitration of suchdispute, each Party shall continue to perform their obligations under this Agreement, except for the matters in dispute. Equity Interest Pledge Agreement - 17 - 12.NoticeAny notice or correspondence, which is given by the Party as stipulated hereunder, shall be in Chinese and English writing and shall bedelivered in person or by registered or prepaid mail or recognized express service, or be transmitted by telex or facsimile to the followingaddresses: Pledgee : Beijing Cheerbright Technologies Co., Ltd.Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaFax : 010-59857387Tele : 010-59857001Addressee : Lu MinPledgor : Lu MinAddress : Room 901, No. 6, Dehua Street, Xingang West Road, Haizhu District, GuangzhouTel : +*************Addressee : Lu Min 13.AppendicesThe appendices to this Agreement constitute an integral part of this Agreement. 14.WaiverThe Pledgee’s non-exercise or delay in exercise of any rights, remedies, power or privileges hereunder shall not be deemed as the waiverof such rights, remedies, power or privileges. Any single or partial exercise of the rights, remedies, power and privileges shall not excludethe Pledgee from exercising any other rights, remedies, power and privileges. The rights, remedies, power and privileges hereunder areaccumulative and shall not exclude the application of any other rights, remedies, power and privileges stipulated by laws. Equity Interest Pledge Agreement - 18 - 15.Miscellaneous 15.1Any amendments, modifications or supplements to this Agreement shall be in writing and come into effect upon beingexecuted and sealed by the Parties hereto. 15.2In case any terms and stipulations in this Agreement are regarded as illegal or can not be performed in accordance with theapplicable law, such terms and stipulations shall be deemed to ineffective and not enforceable within the scope governed bythe applicable law, and the remaining stipulations will remain effective. 15.3This Agreement, the Services Agreement, the Equity Option Agreement, the Loan Agreement and the Power of Attorney fromthe Pledgor to the Pledgee in favor of the Pledgee shall constitute the entire agreement among the parties in respect of thesubject matter hereof and shall supersede any previous discussions, negotiations and agreements related thereto. 15.4This Agreement is prepared in both English and Chinese. This Agreement shall be executed in 2 originals, with 1 original copyfor each party. Chinese articles shall prevail over English articles in case of any inconsistency. Equity Interest Pledge Agreement - 19 - PLEDGEE: Beijing Cheerbright Technologies Co., Ltd./s/ Lu MinAuthorized Representative: / Lu Min/PLEDGOR: Lu Min/s/ Lu MinBy: Lu Min Equity Interest Pledge Agreement - 20 - Beijing Autohome Information Technology Co., Ltd. Shareholder List(As of March 25, 2017, Registered Capital is RMB10,000,000, all of which has been paid in.) No. NameofShareholder ID Card Number Address Contribution(percentage) Form ofContribution Pledge1 Lu Min ****************** Room 901, No. 6, Dehua Street, XingangWest Road, Haizhu District, Guangzhou RMB5,000,000(50%) currency The contribution of 5,000,000 has beenpledged to Beijing CheerbrightTechnologies Co., Ltd on March 25,2017.2 LeiHaiyun ****************** Room 202, No. 32, 1800 DongfangRoad, Pudong District, Shanghai RMB5,000,000(50%) currency The contribution of 5,000,000 has beenpledged to Beijing CheerbrightTechnologies Co., Ltd on March 25,2017. Equity Interest Pledge Agreement - 21 - Beijing Autohome Information Technology Co., Ltd(seal)Signature : /s/ Lu MinName : /Lu Min/Title : Legal representativeDate : March 25, 2017 Equity Interest Pledge Agreement - 22 - Exhibit 4.42 Equity Interest Pledge Agreement betweenBeijing Cheerbright Technologies Co., Ltd.andLei HaiyunMarch 25, 2017TABLE OF CONTENTS ARTICLE PAGE 1. Definitions 5 2. Pledge 6 3. Effectiveness of Pledge, Scope and Term 7 4. Representations and Warranties of the Pledgor 8 5. Covenants of the Pledgor 9 6. Events of Default 11 7. Exercise of the Rights of the Pledge 13 8. Transfer or Assignment 14 9. Termination 14 10. Force Majeure 15 11. Applicable Law and Dispute Resolution 15 12. Notice 16 13. Appendices 16 14. Waiver 17 15. Miscellaneous 17 Equity Interest Pledge Agreement - 2 - This Equity Interest Pledge Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong SpecialAdministrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated on March 25, 2017 by andamong the following parties:PLEDGEE: Beijing Cheerbright Technologies Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the laws of thePRC, with its registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China.andPLEDGOR: Lei Haiyun, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 202, No. 32, 1800Dongfang Road, Pudong District, Shanghai.(individually a “Party” and collectively the “Parties”)WHEREAS: A.Pledgor is a PRC citizen, and holds 50% of the equity interest of Beijing Autohome Information Technology Co., Ltd. (“Autohome Information”). B.Autohome Information is a limited liability company registered in Beijing, which engages in the business of Internet information services andoperates the website www.autohome.com.cn. C.The Pledgor and the Pledgee entered into a Loan Agreement(“Loan Agreement”) on March 25, 2017, pursuant to which the Pledgee extended aloan in the amount of RMB 5,000,000 (the “Loan”) to the Pledgor. Equity Interest Pledge Agreement - 3 - D.The Pledgee, a wholly foreign-owned company registered in Beijing, PRC, and has been licensed by the relevant PRC government authority tocarry on the business of technology-related research and development, website design, transfer of technology, technology training and consulting,and the sale of its own products. The Pledgee and Autohome Information entered into an Exclusive Technical and Consulting Services Agreementon March 25, 2017, pursuant to which Autohome Information is required to pay service fees (the “Service Fees”) to the Pledgee in consideration forthe corresponding services to be provided by the Pledgee (the “Services Agreement”). E.Simultaneous with the execution of this Agreement, the Pledgor has also entered into an Equity Option Agreement with the Pledgee, pursuant towhich the Pledgor grants to the Pledgee an exclusive right to purchase the Equity Interest (as defined below) at any time upon satisfaction ofvarious requirements under PRC law (the “Option Agreement”). F.In order to ensure that (i) the Pledgor repay the Loan under the Loan Agreement; (ii) the Pledgee collects Service Fees under the Services Agreementfrom Autohome Information, (iii) the Pledgor’s other obligations under the Option Agreement are fulfilled, and (iv) all other debts, monetaryliabilities or other payment obligations owed to the Pledgee by the Pledgor and/or Autohome Information, arising under or in relation to theServices Agreement or the Loan Agreement including, but not limited to, any obligation to pay damages for a breach of any obligation of thePledgor or Autohome Information under the Loan Agreement or the Services Agreement (as applicable), are paid, the Pledgor is willing to pledge allthe Equity Interest (as defined below,) i.e. the 50% equity interest of Autohome Information, equivalent to a contribution of RMB5,000,000, to thePledgee as security for the above-mentioned obligations of the Pledgor and Autohome Information (collectively, the “Secured Obligations”). Equity Interest Pledge Agreement - 4 - In order to set forth each Party’s rights and obligations, the Pledgee and the Pledgor through mutual negotiations hereby enter into this Agreement basedupon the following terms: 1.DefinitionsUnless otherwise provided in this Agreement, the following terms shall have the following meanings: 1.1“Pledge” means the full content of Section 2 hereunder. 1.2“Equity Interest” means all the equity interests in Autohome Information held by the Pledgor (including all present and futurerights and benefits based on such equity interests), and any additional equity interests in Autohome Information acquired bysuch Pledgor subsequent to the date hereof. For the avoidance of any doubt, on the date hereof, the Pledgor holds a 50% equityinterest (equivalent to a contribution of RMB5,000,000) in Autohome Information. 1.3“Event of Default” means any event in accordance with Section 6 hereunder. 1.4“Notice of Default” means the notice of default issued by the Pledgee in accordance with this Agreement. 1.5“Effective Date” This Agreement shall be effective upon its being signed by the Parties hereunder. Notwithstanding theforegoing, the Pledge (as defined in Section 2.1) shall only come into effect in accordance with Section 3 of this Agreement. Equity Interest Pledge Agreement - 5 - 2.Pledge 2.1The Pledgor hereby pledges, and if required, transfers and assigns the Equity Interest to the Pledgee as security for all of theSecured Obligations (the “Pledge”) of an amount up to the Maximum Amount (as defined below), and grant a first prioritysecurity interest in all rights, titles and interests that he has or may at any time hereafter acquire in and to the Equity Interest,together with all equity or other ownership interests representing a dividend on the Equity Interest, a distribution or return ofcapital upon or in respect of such Equity Interest, any subscription, first refusal, pre-emptive or other purchase rights withrespect to or arising from such Equity Interest, any voting rights with respect to such Equity Interest or any other interest inAutohome Information which, by reason of notice or lapse of time or the occurrence of other events, may be converted into adirect equity interest in Autohome Information, and all proceeds of the foregoing (collectively, the “Pledged Collateral”). 2.1.1The Parties understand and agree that the monetary valuation arising from, relating to or in connection with theSecured Obligations shall be a variable and floating valuation until the Settlement Date (as defined below).Therefore, based on the reasonable assessment and evaluation by the Pledgor and the Pledgee of the SecuredObligations and the Pledged Collateral, the Pledgor and the Pledgee mutually acknowledge and agree that thePledge shall aggregately secure the Secured Obligations for a maximum amount of RMB 5,000,000.00 (the“Maximum Amount”) prior to the Settlement Date.The Pledgor and the Pledgee may, taking into account the fluctuation in the monetary value of the SecuredObligations and the Pledged Collateral, adjust the Maximum Amount based on mutual agreement by amending andsupplementing this Agreement, from time to time, prior to the Settlement Date. 2.1.2Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall befixed at a value of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on orimmediately prior to the date of such occurrence (the “Fixed Obligations”): Equity Interest Pledge Agreement - 6 -  (a)any or all of the Loan Agreement, Services Agreement or the Option Agreements expires or is terminated pursuant tothe stipulations thereunder; (b)the occurrence of an Event of Default pursuant to Section 6 that is not resolved, which results in the Pledgee servinga Notice of Default to the Pledgor pursuant to Section 6.3; (c)the Pledgee reasonably determines (having made due enquiries) that any of the Pledgor and/or AutohomeInformation is insolvent or could potentially be made insolvent; or (d)any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC. 2.2For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “SettlementDate”). On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge inaccordance with Section 7. 2.3The Pledgee is entitled to collect any and all dividends or other distributions, if any, arising from the Equity Interest during theTerm of the Pledge (as defined below). 3.Effectiveness of Pledge, Scope and Term 3.1The Pledgor shall, immediately after the execution of this Agreement, register this Agreement and the Pledge hereunder withthe State Administration for Industry and Commerce of the PRC or its competent local counterpart (the “AIC”). The Pledgorshall deliver to the Pledgee a copy of the registration or filing certificate from the AIC within 7 days from the date ofsubmission of the application for registration of this Agreement and Pledge with the AIC. Equity Interest Pledge Agreement - 7 -  3.2The Pledge shall be effective upon the registration of the Pledge with the AIC in accordance with Section 3.1 above. The termof the Pledge shall commence on the date when the Pledge is registered with the AIC and shall expire on the earlier of (a) thedate on which all outstanding Secured Obligations are paid in full or otherwise satisfied (as applicable) or (b) the Pledgeeenforces the Pledge pursuant to the terms and conditions hereof, to satisfy its rights under the Secured Obligations and PledgedCollateral in full or (c) the Pledgor completes her transfer of the Equity Interest to another party (individual or legal entity)pursuant to the Option Agreement and no longer holds any equity interest in Autohome Information (the “Term of the Pledge”). 4.Representations and Warranties of the PledgorThe Pledgor hereby makes the following representations and warranties to the Pledgee and confirms that the Pledgee executes thisAgreement in reliance on such representations and warranties: 4.1The Pledgor is the legal owner of the Equity Interest that has been registered in her name, and is entitled to create a pledge onsuch Equity Interest. 4.2None of the Pledged Collateral or the Pledge will be interfered with by any other pledgee at any time once the Pledgeeexercises the rights of the Pledge in accordance with this Agreement. 4.3The Pledgee shall be entitled to dispose or assign the Pledge in accordance with the relevant laws and this Agreement. Equity Interest Pledge Agreement - 8 -  4.4All necessary authorizations have been obtained for the execution and performance of this Agreement by the Pledgor and theexecution and performance of this Agreement by the Pledgor does not violate any applicable laws or regulations. The Pledgorwho signs this Agreement is lawfully and effectively authorized. 4.5The Pledgor warrants that there is no on-going civil, administrative or criminal litigation or administrative punishment orarbitration related to the Equity Interest and is not aware of any such action pending or likely to be pending in the future as ofthe date of this Agreement. 4.6There are no outstanding taxes, fees or undecided legal procedures related to the Equity Interest as of the date of thisAgreement. 4.7Each stipulation hereunder is the expression of each Party’s true intention and shall be binding upon all the Parties. 5.Covenants of the Pledgor 5.1The Pledgor covenants to the Pledgee that she shall: 5.1.1not transfer or assign the Equity Interest, or create or permit to be created any pledge, lien, charge, mortgage,encumbrance, option, security or other interest in or over the Equity Interest that has been registered in her name,other than the Pledge created hereunder and the option granted under the Option Agreement, without the priorwritten consent from the Pledgee; 5.1.2comply with and implement laws and regulations with respect to the pledge of rights, present to the Pledgee thenotices, orders or suggestions with respect to the Pledge issued or made by the competent authority within 5 daysupon receiving such notices, orders or suggestions and take actions in accordance with the reasonable instructions ofthe Pledgee; and Equity Interest Pledge Agreement - 9 -  5.1.3timely notify the Pledgee of any event or any received notice (i) which may affect the Equity Interest or any part ofthe Pledgee’s rights, (ii) which may change the Pledgor’s covenants or obligations under this Agreement or(iii) which may affect the Pledgor’s performance of her obligations under this Agreement, and take actions inaccordance with the reasonable instructions of the Pledgee. 5.2The Pledgor covenants that the Pledgee’s right of exercising the Pledge under this Agreement shall not be suspended orhampered by the Pledgor or any successor of the Pledgor or any person authorized by the Pledgor. 5.3The Pledgor jointly and severally covenants to the Pledgee that in order to protect or perfect the security over the SecuredObligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to execute allthe forms, instruments, agreements (including those required for the registration and de-registration of the Pledge with the AIC),and/or (ii) take actions and cause other parties who have interests in the Pledge to take actions as required by the Pledgee and(iii) allow the Pledgee to exercise the rights and authorization vested in the Pledgee under this Agreement. 5.4The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notice and takeor cause to be taken any other action as may be necessary under the laws of the PRC, to perfect the Pledge of the PledgedCollateral, including the AIC registration set forth in Section 3.1. 5.5The Pledgor covenants to the Pledgee that she will comply with and perform all the guarantees, covenants, agreements,representations and conditions for the benefits of the Pledgee. The Pledgor shall compensate for all the losses suffered by thePledgee for such Pledgor’s failure to perform or fully perform her guarantees, covenants, agreements, representations orconditions. Equity Interest Pledge Agreement - 10 - 6.Events of Default 6.1Each of the following shall constitute an Event of Default: 6.1.1Autohome Information or the Pledgor fails to make full and timely payment of any amounts due under the SecuredObligations as required under the Services Agreement, Loan Agreement or Option Agreement, or an event of defaultas defined and stipulated in those agreements has occurred and is continuing; 6.1.2the Pledgor makes or has made any inaccurate, incomplete, misleading or untrue representation or warranty underSection 4, or is in violation or breach of any of the representations and warranties under Section 4; 6.1.3the Pledgor breaches any of the covenants under Section 5; 6.1.4the Pledgor breaches any other covenant, undertaking or obligation of the Pledgor set forth herein; 6.1.5the Pledgor is unable to perform its obligations under this Agreement due to the separation or merger of AutohomeInformation with other third parties or for any other reason; 6.1.6the Pledgor relinquishes all or any part of the Pledged Collateral or transfers or assigns all or any part of the PledgedCollateral without the prior written consent of the Pledgee (except the transfers or assigns permitted under theOption Agreement); Equity Interest Pledge Agreement - 11 -  6.1.7any indebtedness, guarantee or other obligation of the Pledgor, whether pursuant to a contract or otherwise, (i) isaccelerated as a result of a default thereunder and is required to be repaid or performed prior to the due date; or(ii) has become due and is not repaid or performed when due which, in the Pledgee’s reasonable view, has materiallyadversely affected the Pledgor’s ability to perform her obligations under this Agreement; 6.1.8this Agreement is illegal as a result of any applicable laws or the Pledgor is restricted from continuing to perform herobligations under this Agreement; 6.1.9any approval, permit, license or authorization from any applicable governmental entity (or registration or filingprocedure) required for Autohome Information to provide internet value-added telecommunication service in thePRC is withdrawn, suspended, invalidated or materially amended; 6.1.10any approval, permit, license or authorization from any applicable government authority required to perform thisAgreement or make this Agreement enforceable, legal and valid is withdrawn, suspended, invalidated or materiallyamended; or 6.1.11any property owned by the Pledgor is altered or damaged which, in the Pledgee’s reasonable view, has materiallyadversely affected the Pledgor’s ability to perform her obligations under this Agreement. 6.2The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware or find that any event set forth inSection 6.1 or any event that may result in the foregoing events have occurred or are occurring. Equity Interest Pledge Agreement - 12 -  6.3Unless an Event of Default set forth in Section 6.1 has been rectified to the Pledgee’s satisfaction, the Pledgee, at any time theevent of default occurs or thereafter, may give a written notice of default to the Pledgor, and require the Pledgor, at thediscretion of the Pledgee, to immediately make full payment of the outstanding amounts payable under the Loan Agreement,Services Agreement, and/or Option Agreements, and other payables, or dispose of the Pledge in accordance with Section 7herein. 7. Exercise of the Rights of the Pledge 7.1The Pledgor shall not transfer or assign the Pledge without prior written approval from the Pledgee prior to the full settlementand fulfillment of the Secured Obligations. 7.2The Pledgee shall give a notice of default to the Pledgor when the Pledgee exercises the rights of Pledge. 7.3Subject to Section 6.3, the Pledgee may exercise the right to dispose of the Pledge at any time when the Pledgee gives a noticeof default in accordance with Section 6.3 or thereafter. 7.4The Pledgee is entitled to have priority in receiving payment by the evaluation or proceeds from the auction or sale of whole orpart of the Pledged Collateral in accordance with legal procedures until the outstanding Secured Obligation or other monetaryobligations payable by the Pledgor and/or Autohome Information is fully paid, repaid or otherwise settled. 7.5The Pledgor shall not hinder the Pledgee from disposing the Pledge in accordance with this Agreement and shall give necessaryassistance so that the Pledgee could realize his Pledge. Equity Interest Pledge Agreement - 13 - 8.Transfer or Assignment 8.1The Pledgor shall not donate or transfer her rights and obligations herein to any third party without prior written consent fromthe Pledgee. 8.2This Agreement shall be binding upon the Pledgor and her successors and be effective to the Pledgee and her each successorand assignee. 8.3The Pledgee may transfer or assign all Secured Obligations and its right to the Pledge to any third party at any time. In this case,the assignee shall enjoy and undertake the same rights and obligations herein of the Pledgee as if the assignee is a party hereto.When the Pledgee transfers or assigns the Secured Obligations and its rights to the Pledge, at the request of the Pledgee, thePledgor shall execute the relevant agreements and/or documents with respect to such transfer or assignment. 8.4After a change to the Pledgee resulting from a transfer or an assignment, the new parties to the pledge shall re-execute a pledgecontract. 9.TerminationThis Agreement shall not terminate until the Term of the Pledge expires pursuant to Section 3 herein. Equity Interest Pledge Agreement - 14 - 10.Force Majeure 10.1If this Agreement is delayed in or prevented from performing in the Event of Force Majeure (“Event of Force Majeure”), onlywithin the limitation of such delay or prevention, the affected Party is absolved from any liability under this Agreement. ForceMajeure, which includes acts of governments, acts of nature, fire, explosion, geographic change, flood, earthquake, tide,lightning, war, means any unforeseen events beyond the prevented Party’s reasonable control and cannot be prevented withreasonable care. However, any shortage of credit, capital or finance shall not be regarded as an event beyond a Party’sreasonable control. The Party affected by Force Majeure who claims for exemption from performing any obligations under thisAgreement or under any Section herein shall notify the other party of such exemption promptly and advise him/her of the stepsto be taken for completion of the performance. 10.2The Party affected by Force Majeure shall not assume any liability under this Agreement. However, subject to the Party affectedby Force Majeure having taken its reasonable and practicable efforts to perform this Agreement, the Party claiming forexemption of the liabilities may only be exempted from performing such liability as within limitation of the part performancedelayed or prevented by Force Majeure. Once causes for such exemption of liabilities are rectified and remedied, both partiesagree to resume performance of this Agreement with their best efforts. 11.Applicable Law and Dispute Resolution 11.1The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordancewith the laws of the PRC. 11.2The Parties shall strive to settle any dispute arising from the interpretation or performance through friendly consultation. In caseno settlement can be reached through consultation, each party can submit such matter to China International Economic andTrade Arbitration Commission (“CIETAC”) for arbitration. The arbitration shall follow the then current rules of CIETAC, andthe arbitration proceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be finaland binding upon the Parties. This article shall not be affected by the termination or elimination of this Agreement. Equity Interest Pledge Agreement - 15 -  11.3In case of any dispute arising out of the interpretation and performance of this Agreement or any pending arbitration of such dispute,each Party shall continue to perform their obligations under this Agreement, except for the matters in dispute. 12.Notice Any notice or correspondence, which is given by the Party as stipulated hereunder, shall be in Chinese and English writing and shall be delivered inperson or by registered or prepaid mail or recognized express service, or be transmitted by telex or facsimile to the following addresses: Pledgee : Beijing Cheerbright Technologies Co., Ltd.Address : 1010, Tower B, No. 3, Danling Street, Haidian District,Beijing 100080, ChinaFax : 010-59857387Tele : 010-59857001Addressee : Lu MinPledgor : Lei HaiyunAddress : Room 202, No. 32, 1800 Dongfang Road, Pudong District,ShanghaiTele : +*************Addressee : Lei Haiyun 13.Appendices The appendices to this Agreement constitute an integral part of this Agreement. Equity Interest Pledge Agreement - 16 - 14.Waiver The Pledgee’s non-exercise or delay in exercise of any rights, remedies, power or privileges hereunder shall not be deemed as the waiver of suchrights, remedies, power or privileges. Any single or partial exercise of the rights, remedies, power and privileges shall not exclude the Pledgee fromexercising any other rights, remedies, power and privileges. The rights, remedies, power and privileges hereunder are accumulative and shall notexclude the application of any other rights, remedies, power and privileges stipulated by laws. 15.Miscellaneous 15.1Any amendments, modifications or supplements to this Agreement shall be in writing and come into effect upon beingexecuted and sealed by the Parties hereto. 15.2In case any terms and stipulations in this Agreement are regarded as illegal or can not be performed in accordance with theapplicable law, such terms and stipulations shall be deemed to ineffective and not enforceable within the scope governed bythe applicable law, and the remaining stipulations will remain effective. 15.3This Agreement, the Services Agreement, the Equity Option Agreement, the Loan Agreement and the Power of Attorney fromthe Pledgor to the Pledgee in favor of the Pledgee shall constitute the entire agreement among the parties in respect of thesubject matter hereof and shall supersede any previous discussions, negotiations and agreements related thereto. 15.4This Agreement is prepared in both English and Chinese. This Agreement shall be executed in 2 originals, with 1 original copyfor each party. Chinese articles shall prevail over English articles in case of any inconsistency. Equity Interest Pledge Agreement - 17 - PLEDGEE: Beijing Cheerbright Technologies Co., Ltd./s/ Lu Min Authorized Representative: /Lu Min/PLEDGOR: Lei Haiyun/s/ Lei Haiyun Equity Interest Pledge Agreement - 18 - Beijing Autohome Information Technology Co., Ltd. Shareholder List(As of March 25, 2017, Registered Capital is RMB10,000,000, all of which has been paid in.) No. NameofShareholder ID Card Number Address Contribution(percentage) Form ofContribution Pledge1 Lu Min ****************** Room 901, No. 6, DehuaStreet, Xingang WestRoad, Haizhu District,Guangzhou RMB5,000,000(50%) currency The contribution of 5,000,000 hasbeen pledged to Beijing CheerbrightTechnologies Co., Ltd on March 25,2017.2 LeiHaiyun ****************** Room 202, No. 32, 1800Dongfang Road, PudongDistrict, Shanghai RMB5,000,000(50%) currency The contribution of 5,000,000 hasbeen pledged to Beijing CheerbrightTechnologies Co., Ltd on March 25,2017. Equity Interest Pledge Agreement - 19 - Beijing Autohome Information Technology Co., Ltd(seal) : /s/ Lu MinName : /Lu Min/Title : Legal representativeDate : March 25, 2017 Equity Interest Pledge Agreement - 20 - Exhibit 4.43 Equity Interest Pledge Agreement betweenBeijing Cheerbright Technologies Co., Ltd.andLu MinDate: March 25, 2017TABLE OF CONTENTS ARTICLE PAGE 1. Definitions 5 2. Pledge 7 3. Effectiveness of Pledge, Scope and Term 9 4. Representations and Warranties of the Pledgor 10 5. Covenants of the Pledgor 11 6. Events of Default 14 7. Exercise of the Rights of the Pledge 16 8. Transfer or Assignment 17 9. Termination 18 10. Force Majeure 18 11. Applicable Law and Dispute Resolution 19 12. Notice 20 13. Appendices 21 14. Waiver 21 15. Miscellaneous 22 Equity Interest Pledge Agreement - 2 - This Equity Interest Pledge Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong SpecialAdministrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated on March 25, 2017 by andamong the following parties:PLEDGEE: Beijing Cheerbright Technologies Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the laws of thePRC, with its registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China.andPLEDGOR: Lu Min, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 901, No. 6, DehuaStreet, Xingang West Road, Haizhu District, Guangzhou.WHEREAS: A.Pledgor is a PRC citizen, and holds 50% of the equity interest of Shanghai You Che You Jia Advertising Co., Ltd. (“Shanghai You Che You JiaAdvertising”). B.Shanghai You Che You Jia Advertising is a limited liability company registered in Shanghai, which engages in the business of advertising agency. Equity Interest Pledge Agreement - 3 - C.The Pledgor and the Pledgee entered into a Loan Agreement on March 25, 2017 (the “Loan Agreement”), pursuant to which the Pledgee extended aloan in the amount of RMB 5,000,000 (the “Loan”) to the Pledgor. D.The Pledgee, a wholly foreign-owned company registered in Beijing, PRC, and has been licensed by the relevant PRC government authority to carryon the business of technology-related research and development, website design, transfer of technology, technology training and consulting, and thesale of its own products. The Pledgee and Shanghai You Che You Jia Advertising entered into an Exclusive Technical and Consulting ServicesAgreement on March 25, 2017, pursuant to which Shanghai You Che You Jia Advertising is required to pay service fees (the “Service Fees”) to thePledgee in consideration for the corresponding services to be provided by the Pledgee (the “Services Agreement”). E.Simultaneous with the execution of this Agreement, the Pledgor has also entered into an Equity Option Agreement with the Pledgee, pursuant to whichthe Pledgor grants to the Pledgee an exclusive right to purchase the Equity Interest (as defined below) at any time upon satisfaction of variousrequirements under PRC law (the “Option Agreement”). Equity Interest Pledge Agreement - 4 - F.In order to ensure that (i) the Pledgor repay the Loan under the Loan Agreement; (ii) the Pledgee collects Service Fees under the Services Agreementfrom Shanghai You Che You Jia Advertising, (iii) the Pledgor’ other obligations under the Option Agreement are fulfilled, and (iv) all other debts,monetary liabilities or other payment obligations owed to the Pledgee by the Pledgor and/or Shanghai You Che You Jia Advertising, arising under orin relation to the Services Agreement or the Loan Agreement including, but not limited to, any obligation to pay damages for a breach of anyobligation of the Pledgor or Shanghai You Che You Jia Advertising under the Loan Agreement or the Services Agreement (as applicable), are paid, thePledgor is willing to pledge all the Equity Interest (as defined below,) i.e. the 50% equity interest of Shanghai You Che You Jia Advertising,equivalent to a contribution of RMB5,000,000, to the Pledgee as security for the above-mentioned obligations of the Pledgor and Shanghai You CheYou Jia Advertising (collectively, the “Secured Obligations”).In order to set forth each Party’s rights and obligations, the Pledgee and the Pledgor through mutual negotiations hereby enter into this Agreement basedupon the following terms: 1.DefinitionsUnless otherwise provided in this Agreement, the following terms shall have the following meanings: 1.1“Pledge” means the full content of Section 2 hereunder. Equity Interest Pledge Agreement - 5 -  1.2“Equity Interest” means all the equity interests in Shanghai You Che You Jia Advertising held by the Pledgor (including all presentand future rights and benefits based on such equity interests), and any additional equity interests in Shanghai You Che You JiaAdvertising acquired by such Pledgor subsequent to the date hereof. For the avoidance of any doubt, on the date hereof, the Pledgorholds a 50% equity interest (equivalent to a contribution of RMB5,000,000) in Shanghai You Che You Jia Advertising. 1.3“Event of Default” means any event in accordance with Section 6 hereunder. 1.4“Notice of Default” means the notice of default issued by the Pledgee in accordance with this Agreement. 1.5“Effective Date” This Agreement shall be effective upon its being signed by the Parties hereunder. Notwithstanding the foregoing,the Pledge (as defined in Section 2.1) shall only come into effect in accordance with Section 3 of this Agreement. Equity Interest Pledge Agreement - 6 - 2.Pledge 2.1The Pledgor hereby pledges, and if required, transfers and assigns the Equity Interest to the Pledgee as security for all of the SecuredObligations (the “Pledge”) of an amount up to the Maximum Amount (as defined below), and grant a first priority security interest inall rights, titles and interests that he has or may at any time hereafter acquire in and to the Equity Interest, together with all equity orother ownership interests representing a dividend on the Equity Interest, a distribution or return of capital upon or in respect of suchEquity Interest, any subscription, first refusal, pre-emptive or other purchase rights with respect to or arising from such Equity Interest,any voting rights with respect to such Equity Interest or any other interest in Shanghai You Che You Jia Advertising which, by reasonof notice or lapse of time or the occurrence of other events, may be converted into a direct equity interest in Shanghai You Che YouJia Advertising, and all proceeds of the foregoing (collectively, the “Pledged Collateral”). 2.1.1The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the SecuredObligations shall be a variable and floating valuation until the Settlement Date (as defined below). Therefore, based onthe reasonable assessment and evaluation by the Pledgor and the Pledgee of the Secured Obligations and the PledgedCollateral, the Pledgor and the Pledgee mutually acknowledge and agree that the Pledge shall aggregately secure theSecured Obligations for a maximum amount of RMB 5,000,000.00 (the “Maximum Amount”) prior to the SettlementDate.The Pledgor and the Pledgee may, taking into account the fluctuation in the monetary value of the Secured Obligationsand the Pledged Collateral, adjust the Maximum Amount based on mutual agreement by amending and supplementingthis Agreement, from time to time, prior to the Settlement Date. Equity Interest Pledge Agreement - 7 -  2.1.2Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixedat a value of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediatelyprior to the date of such occurrence (the “Fixed Obligations”): (a)any or all of the Loan Agreement, Services Agreement or the Option Agreements expires or is terminated pursuantto the stipulations thereunder; (b)the occurrence of an Event of Default pursuant to Section 6 that is not resolved, which results in the Pledgeeserving a Notice of Default to the Pledgor pursuant to Section 6.3; (c)the Pledgee reasonably determines (having made due enquiries) that any of the Pledgor and/or Shanghai You CheYou Jia Advertising is insolvent or could potentially be made insolvent; or (d)any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of thePRC. Equity Interest Pledge Agreement - 8 -  2.2For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”).On or after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance withSection 7. 2.3The Pledgee is entitled to collect any and all dividends or other distributions, if any, arising from the Equity Interest during the Termof the Pledge (as defined below). 3.Effectiveness of Pledge, Scope and Term 3.1The Pledgor shall, immediately after the execution of this Agreement, register this Agreement and the Pledge hereunder with the StateAdministration for Industry and Commerce of the PRC or its competent local counterpart (the “AIC”). The Pledgor shall deliver to thePledgee a copy of the registration or filing certificate from the AIC within 7 days from the date of submission of the application forregistration of this Agreement and Pledge with the AIC. 3.2The Pledge shall be effective upon the registration of the Pledge with the AIC in accordance with Section 3.1 above. The term of thePledge shall commence on the date when the Pledge is registered with the AIC and shall expire on the earlier of (a) the date on whichall outstanding Secured Obligations are paid in full or otherwise satisfied (as applicable) or (b) the Pledgee enforces the Pledgepursuant to the terms and conditions hereof, to satisfy its rights under the Secured Obligations and Pledged Collateral in full or (c) thePledgor completes her transfer of the Equity Interest to another party (individual or legal entity) pursuant to the Option Agreementand no longer holds any equity interest in Shanghai You Che You Jia Advertising (the “Term of the Pledge”). Equity Interest Pledge Agreement - 9 - 4.Representations and Warranties of the PledgorThe Pledgor hereby makes the following representations and warranties to the Pledgee and confirms that the Pledgee executes this Agreement inreliance on such representations and warranties: 4.1The Pledgor is the legal owner of the Equity Interest that has been registered in his name, and is entitled to create a pledge on suchEquity Interest. 4.2None of the Pledged Collateral or the Pledge will be interfered with by any other pledgee at any time once the Pledgee exercises therights of the Pledge in accordance with this Agreement. 4.3The Pledgee shall be entitled to dispose or assign the Pledge in accordance with the relevant laws and this Agreement. 4.4All necessary authorizations have been obtained for the execution and performance of this Agreement by the Pledgor and theexecution and performance of this Agreement by the Pledgor does not violate any applicable laws or regulations. The Pledgor whosigns this Agreement is lawfully and effectively authorized. Equity Interest Pledge Agreement - 10 -  4.5The Pledgor warrants that there is no on-going civil, administrative or criminal litigation or administrative punishment or arbitrationrelated to the Equity Interest and is not aware of any such action pending or likely to be pending in the future as of the date of thisAgreement. 4.6There are no outstanding taxes, fees or undecided legal procedures related to the Equity Interest as of the date of this Agreement. 4.7Each stipulation hereunder is the expression of each Party’s true intention and shall be binding upon all the Parties. 5.Covenants of the Pledgor 5.1The Pledgor covenants to the Pledgee that he shall: 5.1.1not transfer or assign the Equity Interest, or create or permit to be created any pledge, lien, charge, mortgage,encumbrance, option, security or other interest in or over the Equity Interest that has been registered in his name, otherthan the Pledge created hereunder and the option granted under the Option Agreement, without the prior written consentfrom the Pledgee; Equity Interest Pledge Agreement - 11 -  5.1.2comply with and implement laws and regulations with respect to the pledge of rights, present to the Pledgee the notices,orders or suggestions with respect to the Pledge issued or made by the competent authority within 5 days upon receivingsuch notices, orders or suggestions and take actions in accordance with the reasonable instructions of the Pledgee; and 5.1.3timely notify the Pledgee of any event or any received notice (i) which may affect the Equity Interest or any part of thePledgee’s rights, (ii) which may change the Pledgor’s covenants or obligations under this Agreement or (iii) which mayaffect the Pledgor’s performance of his obligations under this Agreement, and take actions in accordance with thereasonable instructions of the Pledgee. 5.2The Pledgor covenants that the Pledgee’s right of exercising the Pledge under this Agreement shall not be suspended or hampered bythe Pledgor or any successor of the Pledgor or any person authorized by the Pledgor. Equity Interest Pledge Agreement - 12 -  5.3The Pledgor jointly and severally covenants to the Pledgee that in order to protect or perfect the security over the SecuredObligations, the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to execute all theforms, instruments, agreements (including those required for the registration and de-registration of the Pledge with the AIC), and/or(ii) take actions and cause other parties who have interests in the Pledge to take actions as required by the Pledgee and (iii) allow thePledgee to exercise the rights and authorization vested in the Pledgee under this Agreement. 5.4The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notice and take orcause to be taken any other action as may be necessary under the laws of the PRC, to perfect the Pledge of the Pledged Collateral,including the AIC registration set forth in Section 3.1. 5.5The Pledgor covenants to the Pledgee that he will comply with and perform all the guarantees, covenants, agreements, representationsand conditions for the benefits of the Pledgee. The Pledgor shall compensate for all the losses suffered by the Pledgee for suchPledgor’s failure to perform or fully perform his guarantees, covenants, agreements, representations or conditions. Equity Interest Pledge Agreement - 13 - 6.Events of Default 6.1Each of the following shall constitute an Event of Default: 6.1.1Shanghai You Che You Jia Advertising or the Pledgor fails to make full and timely payment of any amounts due underthe Secured Obligations as required under the Services Agreement, Loan Agreement or Option Agreement, or an event ofdefault as defined and stipulated in those agreements has occurred and is continuing; 6.1.2the Pledgor makes or has made any inaccurate, incomplete, misleading or untrue representation or warranty underSection 4, or is in violation or breach of any of the representations and warranties under Section 4; 6.1.3the Pledgor breaches any of the covenants under Section 5; 6.1.4the Pledgor breaches any other covenant, undertaking or obligation of the Pledgor set forth herein; 6.1.5the Pledgor is unable to perform its obligations under this Agreement due to the separation or merger of Shanghai YouChe You Jia Advertising with other third parties or for any other reason; 6.1.6the Pledgor relinquishes all or any part of the Pledged Collateral or transfers or assigns all or any part of the PledgedCollateral without the prior written consent of the Pledgee (except the transfers or assigns permitted under the OptionAgreement); Equity Interest Pledge Agreement - 14 -  6.1.7any indebtedness, guarantee or other obligation of the Pledgor, whether pursuant to a contract or otherwise, (i) isaccelerated as a result of a default thereunder and is required to be repaid or performed prior to the due date; or (ii) hasbecome due and is not repaid or performed when due which, in the Pledgee’s reasonable view, has materially adverselyaffected the Pledgor’s ability to perform his obligations under this Agreement; 6.1.8this Agreement is illegal as a result of any applicable laws or the Pledgor is restricted from continuing to perform hisobligations under this Agreement; 6.1.9any approval, permit, license or authorization from any applicable governmental entity (or registration or filingprocedure) required for Shanghai You Che You Jia Advertising to provide advertising agency services in the PRC iswithdrawn, suspended, invalidated or materially amended; 6.1.10any approval, permit, license or authorization from any applicable government authority required to perform thisAgreement or make this Agreement enforceable, legal and valid is withdrawn, suspended, invalidated or materiallyamended; or 6.1.11any property owned by the Pledgor is altered or damaged which, in the Pledgee’s reasonable view, has materiallyadversely affected the Pledgor’s ability to perform his obligations under this Agreement. Equity Interest Pledge Agreement - 15 -  6.2The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware or find that any event set forth inSection 6.1 or any event that may result in the foregoing events have occurred or are occurring. 6.3Unless an Event of Default set forth in Section 6.1 has been rectified to the Pledgee’s satisfaction, the Pledgee, at any time the event ofdefault occurs or thereafter, may give a written notice of default to the Pledgor, and require the Pledgor, at the discretion of thePledgee, to immediately make full payment of the outstanding amounts payable under the Loan Agreement, Services Agreement,and/or Option Agreements, and other payables, or dispose of the Pledge in accordance with Section 7 herein. 7.Exercise of the Rights of the Pledge 7.1The Pledgor shall not transfer or assign the Pledge without prior written approval from the Pledgee prior to the full settlement andfulfillment of the Secured Obligations. 7.2The Pledgee shall give a notice of default to the Pledgor when the Pledgee exercises the rights of Pledge. 7.3Subject to Section 6.3, the Pledgee may exercise the right to dispose of the Pledge at any time when the Pledgee gives a notice ofdefault in accordance with Section 6.3 or thereafter. Equity Interest Pledge Agreement - 16 -  7.4The Pledgee is entitled to have priority in receiving payment by the evaluation or proceeds from the auction or sale of whole or partof the Pledged Collateral in accordance with legal procedures until the outstanding Secured Obligation or other monetary obligationspayable by the Pledgor and/or Shanghai You Che You Jia Advertising is fully paid, repaid or otherwise settled. 7.5The Pledgor shall not hinder the Pledgee from disposing the Pledge in accordance with this Agreement and shall give necessaryassistance so that the Pledgee could realize his Pledge. 8.Transfer or Assignment 8.1The Pledgor shall not donate or transfer his rights and obligations herein to any third party without prior written consent from thePledgee. 8.2This Agreement shall be binding upon the Pledgor and his successors and be effective to the Pledgee and his each successor andassignee. Equity Interest Pledge Agreement - 17 -  8.3The Pledgee may transfer or assign all Secured Obligations and its right to the Pledge to any third party at any time. In this case, theassignee shall enjoy and undertake the same rights and obligations herein of the Pledgee as if the assignee is a party hereto. When thePledgee transfers or assigns the Secured Obligations and its rights to the Pledge, at the request of the Pledgee, the Pledgor shallexecute the relevant agreements and/or documents with respect to such transfer or assignment. 8.4After a change to the Pledgee resulting from a transfer or an assignment, the new parties to the pledge shall re-execute a pledgecontract. 9.TerminationThis Agreement shall not terminate until the Term of the Pledge expires pursuant to Section 3 herein. 10.Force Majeure 10.1If this Agreement is delayed in or prevented from performing in the Event of Force Majeure (“Event of Force Majeure”), only withinthe limitation of such delay or prevention, the affected Party is absolved from any liability under this Agreement. Force Majeure,which includes acts of governments, acts of nature, fire, explosion, geographic change, flood, earthquake, tide, lightning, war, meansany unforeseen events beyond the prevented Party’s reasonable control and cannot be prevented with reasonable care. However, anyshortage of credit, capital or finance shall not be regarded as an event beyond a Party’s reasonable control. The Party affected by ForceMajeure who claims for exemption from performing any obligations under this Agreement or under any Section herein shall notify theother party of such exemption promptly and advise him of the steps to be taken for completion of the performance. Equity Interest Pledge Agreement - 18 -  10.2The Party affected by Force Majeure shall not assume any liability under this Agreement. However, subject to the Party affected byForce Majeure having taken its reasonable and practicable efforts to perform this Agreement, the Party claiming for exemption of theliabilities may only be exempted from performing such liability as within limitation of the part performance delayed or prevented byForce Majeure. Once causes for such exemption of liabilities are rectified and remedied, both parties agree to resume performance ofthis Agreement with their best efforts. 11.Applicable Law and Dispute Resolution 11.1The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordance with thelaws of the PRC. 11.2The Parties shall strive to settle any dispute arising from the interpretation or performance through friendly consultation. In case nosettlement can be reached through consultation, each party can submit such matter to China International Economic and TradeArbitration Commission (“CIETAC”) for arbitration. The arbitration shall follow the then current rules of CIETAC, and the arbitrationproceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and binding upon theParties. This article shall not be affected by the termination or elimination of this Agreement. Equity Interest Pledge Agreement - 19 -  11.3In case of any dispute arising out of the interpretation and performance of this Agreement or any pending arbitration of such dispute,each Party shall continue to perform their obligations under this Agreement, except for the matters in dispute. 12.NoticeAny notice or correspondence, which is given by the Party as stipulated hereunder, shall be in Chinese and English writing and shall bedelivered in person or by registered or prepaid mail or recognized express service, or be transmitted by telex or facsimile to the followingaddresses: Pledgee Beijing Cheerbright Technologies Co., Ltd.Address 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaFax: 010-59857387Tel: 010-59857001Addressee: Lu MinPledgor: Lu MinAddress: Room 901, No. 6, Dehua Street, Xingang West Road, Haizhu District, GuangzhouTel: +*************Addressee: Lu Min Equity Interest Pledge Agreement - 20 - 13.AppendicesThe appendices to this Agreement constitute an integral part of this Agreement. 14.WaiverThe Pledgee’s non-exercise or delay in exercise of any rights, remedies, power or privileges hereunder shall not be deemed as the waiver of suchrights, remedies, power or privileges. Any single or partial exercise of the rights, remedies, power and privileges shall not exclude the Pledgeefrom exercising any other rights, remedies, power and privileges. The rights, remedies, power and privileges hereunder are accumulative andshall not exclude the application of any other rights, remedies, power and privileges stipulated by laws. Equity Interest Pledge Agreement - 21 - 15.Miscellaneous 15.1Any amendments, modifications or supplements to this Agreement shall be in writing and come into effect upon being executed andsealed by the Parties hereto. 15.2In case any terms and stipulations in this Agreement are regarded as illegal or can not be performed in accordance with the applicablelaw, such terms and stipulations shall be deemed to ineffective and not enforceable within the scope governed by the applicable law,and the remaining stipulations will remain effective. 15.3This Agreement, the Services Agreement, the Equity Option Agreement, the Loan Agreement and the Power of Attorney from thePledgor to the Pledgee in favor of the Pledgee shall constitute the entire agreement among the parties in respect of the subject matterhereof and shall supersede any previous discussions, negotiations and agreements related thereto. 15.4This Agreement is prepared in both English and Chinese. This Agreement shall be executed in 2 originals, with 1 original copy foreach party. Chinese articles shall prevail over English articles in case of any inconsistency. Equity Interest Pledge Agreement - 22 - PLEDGEE: Beijing Cheerbright Technologies Co., Ltd./s/ Lu MinAuthorized Representative: /Lu Min/PLEDGOR: Lu Min/s/ Lu MinBy: Lu Min Equity Interest Pledge Agreement - 23 - Shanghai You Che You Jia Advertising Technology Co., Ltd. Shareholder List(As of March 25, 2017, Registered Capital is RMB10,000,000, all of which has been paid in.) No. NameofShareholder ID Card Number Address Contribution(percentage) Form ofContribution Pledge1 Lu Min ****************** Room 901, No. 6, DehuaStreet, Xingang West Road,Haizhu District, Guangzhou RMB5,000,000(50%) currency The contribution of 5,000,000 has been pledged toBeijing Cheerbright Technologies Co., Ltd onMarch 25, 2017.2 LeiHaiyun ****************** Room 202, No. 32, 1800Dongfang Road, PudongDistrict, Shanghai RMB5,000,000(50%) currency The contribution of 5,000,000 has been pledged toBeijing Cheerbright Technologies Co., Ltd onMarch 25, 2017. Equity Interest Pledge Agreement - 24 - Shanghai You Che You Jia Advertising Co., Ltd (seal)Signature: /s/ Lu MinName: /Lu Min/Title: Legal representativeDate: March 25, 2017 Equity Interest Pledge Agreement - 25 - Exhibit 4.44 Equity Interest Pledge Agreement BetweenBeijing Cheerbright Technologies Co., Ltd.andLei HaiyunMarch 25, 2017TABLE OF CONTENTS ARTICLE PAGE 1. Definitions 5 2. Pledge 7 3. Effectiveness of Pledge, Scope and Term 9 4. Representations and Warranties of the Pledgor 10 5. Covenants of the Pledgor 11 6. Events of Default 13 7. Exercise of the Rights of the Pledge 16 8. Transfer or Assignment 17 9. Termination 18 10. Force Majeure 18 11. Applicable Law and Dispute Resolution 19 12. Notice 20 13. Appendices 21 14. Waiver 21 15. Miscellaneous 21 Equity Interest Pledge Agreement - 2 - This Equity Interest Pledge Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong SpecialAdministrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated on March 25, 2017 by andamong the following parties:PLEDGEE: Beijing Cheerbright Technologies Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the laws of thePRC, with its registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China.andPLEDGOR: Lei Haiyun, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 202, No. 32, 1800Dongfang Road, Pudong District, Shanghai.WHEREAS: A.Pledgor is a PRC citizen, and holds 50% of the equity interest of Shanghai You Che You Jia Advertising Co., Ltd. (“Shanghai You Che You JiaAdvertising”). B.Shanghai You Che You Jia Advertising is a limited liability company registered in Shanghai, which engages in the business of advertising agency. Equity Interest Pledge Agreement - 3 - C.The Pledgor and the Pledgee entered into a Loan Agreement on March 25, 2017 (the “Loan Agreement”), pursuant to which the Pledgee extendeda loan in the amount of RMB 5,000,000 (the “Loan”) to the Pledgor. D.The Pledgee, a wholly foreign-owned company registered in Beijing, PRC, and has been licensed by the relevant PRC government authority tocarry on the business of technology-related research and development, website design, transfer of technology, technology training and consulting,and the sale of its own products. The Pledgee and Shanghai You Che You Jia Advertising entered into an Exclusive Technical and ConsultingServices Agreement on March 25, 2017, pursuant to which Shanghai You Che You Jia Advertising is required to pay service fees (the “ServiceFees”) to the Pledgee in consideration for the corresponding services to be provided by the Pledgee (the “Services Agreement”). E.Simultaneous with the execution of this Agreement, the Pledgor has also entered into an Equity Option Agreement with the Pledgee, pursuant towhich the Pledgor grants to the Pledgee an exclusive right to purchase the Equity Interest (as defined below) at any time upon satisfaction ofvarious requirements under PRC law (the “Option Agreement”). Equity Interest Pledge Agreement - 4 - F.In order to ensure that (i) the Pledgor repay the Loan under the Loan Agreement; (ii) the Pledgee collects Service Fees under the Services Agreementfrom Shanghai You Che You Jia Advertising, (iii) the Pledgor’ other obligations under the Option Agreement are fulfilled, and (iv) all other debts,monetary liabilities or other payment obligations owed to the Pledgee by the Pledgor and/or Shanghai You Che You Jia Advertising, arising underor in relation to the Services Agreement or the Loan Agreement including, but not limited to, any obligation to pay damages for a breach of anyobligation of the Pledgor or Shanghai You Che You Jia Advertising under the Loan Agreement or the Services Agreement (as applicable), are paid,the Pledgor is willing to pledge all the Equity Interest (as defined below,) i.e. the 50% equity interest of Shanghai You Che You Jia Advertising,equivalent to a contribution of RMB5,000,000, to the Pledgee as security for the above-mentioned obligations of the Pledgor and Shanghai YouChe You Jia Advertising (collectively, the “Secured Obligations”).In order to set forth each Party’s rights and obligations, the Pledgee and the Pledgor through mutual negotiations hereby enter into this Agreement basedupon the following terms: 1.DefinitionsUnless otherwise provided in this Agreement, the following terms shall have the following meanings: 1.1“Pledge” means the full content of Section 2 hereunder. 1.2“Equity Interest” means all the equity interests in Shanghai You Che You Jia Advertising held by the Pledgor (including all present andfuture rights and benefits based on such equity interests), and any additional equity interests in Shanghai You Che You Jia Advertisingacquired by such Pledgor subsequent to the date hereof. For the avoidance of any doubt, on the date hereof, the Pledgor holds a 50%equity interest (equivalent to a contribution of RMB5,000,000) in Shanghai You Che You Jia Advertising. Equity Interest Pledge Agreement - 5 -  1.3“Event of Default” means any event in accordance with Section 6 hereunder. 1.4“Notice of Default” means the notice of default issued by the Pledgee in accordance with this Agreement. 1.5“Effective Date” This Agreement shall be effective upon its being signed by the Parties hereunder. Notwithstanding the foregoing, thePledge (as defined in Section 2.1) shall only come into effect in accordance with Section 3 of this Agreement. Equity Interest Pledge Agreement - 6 - 2.Pledge 2.1The Pledgor hereby pledges, and if required, transfers and assigns the Equity Interest to the Pledgee as security for all of the SecuredObligations (the “Pledge”) of an amount up to the Maximum Amount (as defined below), and grant a first priority security interest in allrights, titles and interests that he has or may at any time hereafter acquire in and to the Equity Interest, together with all equity or otherownership interests representing a dividend on the Equity Interest, a distribution or return of capital upon or in respect of such EquityInterest, any subscription, first refusal, pre-emptive or other purchase rights with respect to or arising from such Equity Interest, anyvoting rights with respect to such Equity Interest or any other interest in Shanghai You Che You Jia Advertising which, by reason ofnotice or lapse of time or the occurrence of other events, may be converted into a direct equity interest in Shanghai You Che You JiaAdvertising, and all proceeds of the foregoing (collectively, the “Pledged Collateral”). 2.1.1The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the SecuredObligations shall be a variable and floating valuation until the Settlement Date (as defined below). Therefore, based on thereasonable assessment and evaluation by the Pledgor and the Pledgee of the Secured Obligations and the Pledged Collateral,the Pledgor and the Pledgee mutually acknowledge and agree that the Pledge shall aggregately secure the Secured Obligationsfor a maximum amount of RMB 5,000,000.00 (the “Maximum Amount”) prior to the Settlement Date.The Pledgor and the Pledgee may, taking into account the fluctuation in the monetary value of the Secured Obligations and thePledged Collateral, adjust the Maximum Amount based on mutual agreement by amending and supplementing this Agreement,from time to time, prior to the Settlement Date. Equity Interest Pledge Agreement - 7 -  2.1.2Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at avalue of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to thedate of such occurrence (the “Fixed Obligations”): (a)any or all of the Loan Agreement, Services Agreement or the Option Agreements expires or is terminated pursuant tothe stipulations thereunder; (b)the occurrence of an Event of Default pursuant to Section 6 that is not resolved, which results in the Pledgee servinga Notice of Default to the Pledgor pursuant to Section 6.3; (c)the Pledgee reasonably determines (having made due enquiries) that any of the Pledgor and/or Shanghai You CheYou Jia Advertising is insolvent or could potentially be made insolvent; or (d)any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC. 2.2For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). Onor after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance withSection 7. 2.3The Pledgee is entitled to collect any and all dividends or other distributions, if any, arising from the Equity Interest during the Term ofthe Pledge (as defined below). Equity Interest Pledge Agreement - 8 - 3.Effectiveness of Pledge, Scope and Term 3.1The Pledgor shall, immediately after the execution of this Agreement, register this Agreement and the Pledge hereunder with the StateAdministration for Industry and Commerce of the PRC or its competent local counterpart (the “AIC”). The Pledgor shall deliver to thePledgee a copy of the registration or filing certificate from the AIC within 7 days from the date of submission of the application forregistration of this Agreement and Pledge with the AIC. 3.2The Pledge shall be effective upon the registration of the Pledge with the AIC in accordance with Section 3.1 above. The term of thePledge shall commence on the date when the Pledge is registered with the AIC and shall expire on the earlier of (a) the date on which alloutstanding Secured Obligations are paid in full or otherwise satisfied (as applicable) or (b) the Pledgee enforces the Pledge pursuant tothe terms and conditions hereof, to satisfy its rights under the Secured Obligations and Pledged Collateral in full or (c) the Pledgorcompletes her transfer of the Equity Interest to another party (individual or legal entity) pursuant to the Option Agreement and no longerholds any equity interest in Shanghai You Che You Jia Advertising (the “Term of the Pledge”). Equity Interest Pledge Agreement - 9 - 4.Representations and Warranties of the PledgorThe Pledgor hereby makes the following representations and warranties to the Pledgee and confirms that the Pledgee executes this Agreement inreliance on such representations and warranties: 4.1The Pledgor is the legal owner of the Equity Interest that has been registered in her name, and is entitled to create a pledge on suchEquity Interest. 4.2None of the Pledged Collateral or the Pledge will be interfered with by any other pledgee at any time once the Pledgee exercises therights of the Pledge in accordance with this Agreement. 4.3The Pledgee shall be entitled to dispose or assign the Pledge in accordance with the relevant laws and this Agreement. 4.4All necessary authorizations have been obtained for the execution and performance of this Agreement by the Pledgor and the executionand performance of this Agreement by the Pledgor does not violate any applicable laws or regulations. The Pledgor who signs thisAgreement is lawfully and effectively authorized. Equity Interest Pledge Agreement - 10 -  4.5The Pledgor warrants that there is no on-going civil, administrative or criminal litigation or administrative punishment or arbitrationrelated to the Equity Interest and is not aware of any such action pending or likely to be pending in the future as of the date of thisAgreement. 4.6There are no outstanding taxes, fees or undecided legal procedures related to the Equity Interest as of the date of this Agreement. 4.7Each stipulation hereunder is the expression of each Party’s true intention and shall be binding upon all the Parties. 5.Covenants of the Pledgor 5.1The Pledgor covenants to the Pledgee that she shall: 5.1.1not transfer or assign the Equity Interest, or create or permit to be created any pledge, lien, charge, mortgage, encumbrance,option, security or other interest in or over the Equity Interest that has been registered in her name, other than the Pledgecreated hereunder and the option granted under the Option Agreement, without the prior written consent from the Pledgee; Equity Interest Pledge Agreement - 11 -  5.1.2comply with and implement laws and regulations with respect to the pledge of rights, present to the Pledgee the notices, ordersor suggestions with respect to the Pledge issued or made by the competent authority within 5 days upon receiving such notices,orders or suggestions and take actions in accordance with the reasonable instructions of the Pledgee; and 5.1.3timely notify the Pledgee of any event or any received notice (i) which may affect the Equity Interest or any part of thePledgee’s rights, (ii) which may change the Pledgor’s covenants or obligations under this Agreement or (iii) which may affectthe Pledgor’s performance of her obligations under this Agreement, and take actions in accordance with the reasonableinstructions of the Pledgee. 5.2The Pledgor covenants that the Pledgee’s right of exercising the Pledge under this Agreement shall not be suspended or hampered by thePledgor or any successor of the Pledgor or any person authorized by the Pledgor. 5.3The Pledgor jointly and severally covenants to the Pledgee that in order to protect or perfect the security over the Secured Obligations,the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to execute all the forms, instruments,agreements (including those required for the registration and de-registration of the Pledge with the AIC), and/or (ii) take actions andcause other parties who have interests in the Pledge to take actions as required by the Pledgee and (iii) allow the Pledgee to exercise therights and authorization vested in the Pledgee under this Agreement. Equity Interest Pledge Agreement - 12 -  5.4The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notice and take or cause tobe taken any other action as may be necessary under the laws of the PRC, to perfect the Pledge of the Pledged Collateral, including theAIC registration set forth in Section 3.1. 5.5The Pledgor covenants to the Pledgee that she will comply with and perform all the guarantees, covenants, agreements, representationsand conditions for the benefits of the Pledgee. The Pledgor shall compensate for all the losses suffered by the Pledgee for such Pledgor’sfailure to perform or fully perform her guarantees, covenants, agreements, representations or conditions. 6.Events of Default 6.1Each of the following shall constitute an Event of Default: 6.1.1Shanghai You Che You Jia Advertising or the Pledgor fails to make full and timely payment of any amounts due under theSecured Obligations as required under the Services Agreement, Loan Agreement or Option Agreement, or an event of default asdefined and stipulated in those agreements has occurred and is continuing; Equity Interest Pledge Agreement - 13 -  6.1.2the Pledgor makes or has made any inaccurate, incomplete, misleading or untrue representation or warranty under Section 4, oris in violation or breach of any of the representations and warranties under Section 4; 6.1.3the Pledgor breaches any of the covenants under Section 5; 6.1.4the Pledgor breaches any other covenant, undertaking or obligation of the Pledgor set forth herein; 6.1.5the Pledgor is unable to perform its obligations under this Agreement due to the separation or merger of Shanghai You Che YouJia Advertising with other third parties or for any other reason; 6.1.6the Pledgor relinquishes all or any part of the Pledged Collateral or transfers or assigns all or any part of the Pledged Collateralwithout the prior written consent of the Pledgee (except the transfers or assigns permitted under the Option Agreement); 6.1.7any indebtedness, guarantee or other obligation of the Pledgor, whether pursuant to a contract or otherwise, (i) is accelerated asa result of a default thereunder and is required to be repaid or performed prior to the due date; or (ii) has become due and is notrepaid or performed when due which, in the Pledgee’s reasonable view, has materially adversely affected the Pledgor’s ability toperform her obligations under this Agreement; Equity Interest Pledge Agreement - 14 -  6.1.8this Agreement is illegal as a result of any applicable laws or the Pledgor is restricted from continuing to perform herobligations under this Agreement; 6.1.9any approval, permit, license or authorization from any applicable governmental entity (or registration or filing procedure)required for Shanghai You Che You Jia Advertising to provide advertising agency services in the PRC is withdrawn,suspended, invalidated or materially amended; 6.1.10any approval, permit, license or authorization from any applicable government authority required to perform this Agreement ormake this Agreement enforceable, legal and valid is withdrawn, suspended, invalidated or materially amended; or 6.1.11any property owned by the Pledgor is altered or damaged which, in the Pledgee’s reasonable view, has materially adverselyaffected the Pledgor’s ability to perform her obligations under this Agreement. Equity Interest Pledge Agreement - 15 -  6.2The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware or find that any event set forth in Section 6.1 orany event that may result in the foregoing events have occurred or are occurring. 6.3Unless an Event of Default set forth in Section 6.1 has been rectified to the Pledgee’s satisfaction, the Pledgee, at any time the event ofdefault occurs or thereafter, may give a written notice of default to the Pledgor, and require the Pledgor, at the discretion of the Pledgee,to immediately make full payment of the outstanding amounts payable under the Loan Agreement, Services Agreement, and/or OptionAgreements, and other payables, or dispose of the Pledge in accordance with Section 7 herein. 7.Exercise of the Rights of the Pledge 7.1The Pledgor shall not transfer or assign the Pledge without prior written approval from the Pledgee prior to the full settlement andfulfillment of the Secured Obligations. 7.2The Pledgee shall give a notice of default to the Pledgor when the Pledgee exercises the rights of Pledge. 7.3Subject to Section 6.3, the Pledgee may exercise the right to dispose of the Pledge at any time when the Pledgee gives a notice of defaultin accordance with Section 6.3 or thereafter. Equity Interest Pledge Agreement - 16 -  7.4The Pledgee is entitled to have priority in receiving payment by the evaluation or proceeds from the auction or sale of whole or part ofthe Pledged Collateral in accordance with legal procedures until the outstanding Secured Obligation or other monetary obligationspayable by the Pledgor and/or Shanghai You Che You Jia Advertising is fully paid, repaid or otherwise settled. 7.5The Pledgor shall not hinder the Pledgee from disposing the Pledge in accordance with this Agreement and shall give necessaryassistance so that the Pledgee could realize his Pledge. 8.Transfer or Assignment 8.1The Pledgor shall not donate or transfer her rights and obligations herein to any third party without prior written consent from thePledgee. 8.2This Agreement shall be binding upon the Pledgor and her successors and be effective to the Pledgee and her each successor andassignee. Equity Interest Pledge Agreement - 17 -  8.3The Pledgee may transfer or assign all Secured Obligations and its right to the Pledge to any third party at any time. In this case, theassignee shall enjoy and undertake the same rights and obligations herein of the Pledgee as if the assignee is a party hereto. When thePledgee transfers or assigns the Secured Obligations and its rights to the Pledge, at the request of the Pledgee, the Pledgor shall executethe relevant agreements and/or documents with respect to such transfer or assignment. 8.4After a change to the Pledgee resulting from a transfer or an assignment, the new parties to the pledge shall re-execute a pledge contract. 9.TerminationThis Agreement shall not terminate until the Term of the Pledge expires pursuant to Section 3 herein. 10.Force Majeure 10.1If this Agreement is delayed in or prevented from performing in the Event of Force Majeure (“Event of Force Majeure”), only within thelimitation of such delay or prevention, the affected Party is absolved from any liability under this Agreement. Force Majeure, whichincludes acts of governments, acts of nature, fire, explosion, geographic change, flood, earthquake, tide, lightning, war, means anyunforeseen events beyond the prevented Party’s reasonable control and cannot be prevented with reasonable care. However, any shortageof credit, capital or finance shall not be regarded as an event beyond a Party’s reasonable control. The Party affected by Force Majeurewho claims for exemption from performing any obligations under this Agreement or under any Section herein shall notify the other partyof such exemption promptly and advise him/her of the steps to be taken for completion of the performance. 10.2The Party affected by Force Majeure shall not assume any liability under this Agreement. However, subject to the Party affected by ForceMajeure having taken its reasonable and practicable efforts to perform this Agreement, the Party claiming for exemption of the liabilitiesmay only be exempted from performing such liability as within limitation of the part performance delayed or prevented by ForceMajeure. Once causes for such exemption of liabilities are rectified and remedied, both parties agree to resume performance of thisAgreement with their best efforts. Equity Interest Pledge Agreement - 18 - 11.Applicable Law and Dispute Resolution 11.1The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordance with thelaws of the PRC. 11.2The Parties shall strive to settle any dispute arising from the interpretation or performance through friendly consultation. In case nosettlement can be reached through consultation, each party can submit such matter to China International Economic and TradeArbitration Commission (“CIETAC”) for arbitration. The arbitration shall follow the then current rules of CIETAC, and the arbitrationproceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and binding upon theParties. This article shall not be affected by the termination or elimination of this Agreement. 11.3In case of any dispute arising out of the interpretation and performance of this Agreement or any pending arbitration of such dispute,each Party shall continue to perform their obligations under this Agreement, except for the matters in dispute. Equity Interest Pledge Agreement - 19 - 12.NoticeAny notice or correspondence, which is given by the Party as stipulated hereunder, shall be in Chinese and English writing and shall be delivered inperson or by registered or prepaid mail or recognized express service, or be transmitted by telex or facsimile to the following addresses: Pledgee Beijing Cheerbright Technologies Co., Ltd.Address 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaFax 010-59857387Tele 010-59857001Addressee Lu Min Equity Interest Pledge Agreement - 20 - Pledgor: Lei HaiyunAddress: Room 202, No. 32, 1800 Dongfang Road, Pudong District, ShanghaiTel: +*************Addressee: Lei Haiyun 13.AppendicesThe appendices to this Agreement constitute an integral part of this Agreement. 14.WaiverThe Pledgee’s non-exercise or delay in exercise of any rights, remedies, power or privileges hereunder shall not be deemed as the waiver of suchrights, remedies, power or privileges. Any single or partial exercise of the rights, remedies, power and privileges shall not exclude the Pledgee fromexercising any other rights, remedies, power and privileges. The rights, remedies, power and privileges hereunder are accumulative and shall notexclude the application of any other rights, remedies, power and privileges stipulated by laws. 15.Miscellaneous 15.1Any amendments, modifications or supplements to this Agreement shall be in writing and come into effect upon being executed andsealed by the Parties hereto. Equity Interest Pledge Agreement - 21 -  15.2In case any terms and stipulations in this Agreement are regarded as illegal or can not be performed in accordance with the applicablelaw, such terms and stipulations shall be deemed to ineffective and not enforceable within the scope governed by the applicable law, andthe remaining stipulations will remain effective. 15.3This Agreement, the Services Agreement, the Equity Option Agreement, the Loan Agreement and the Power of Attorney from the Pledgorto the Pledgee in favor of the Pledgee shall constitute the entire agreement among the parties in respect of the subject matter hereof andshall supersede any previous discussions, negotiations and agreements related thereto. 15.4This Agreement is prepared in both English and Chinese. This Agreement shall be executed in 2 originals, with 1 original copy for eachparty. Chinese articles shall prevail over English articles in case of any inconsistency. Equity Interest Pledge Agreement - 22 - PLEDGEE: Beijing Cheerbright Technologies Co., Ltd. /s/ Lu MinAuthorized Representative: /Lu Min/PLEDGOR: Lei Haiyun/s/ Lei Haiyun Equity Interest Pledge Agreement Shanghai You Che You Jia Advertising Technology Co., Ltd. Shareholder List(As of March 25, 2017, Registered Capital is RMB10,000,000, all of which has been paid in.) No. NameofShareholder ID Card Number Address Contribution(percentage) Form ofContribution Pledge1 Lu Min ****************** Room 901, No. 6, Dehua Street,Xingang West Road, HaizhuDistrict, Guangzhou RMB5,000,000(50%) currency The contribution of 5,000,000 hasbeen pledged to BeijingCheerbright Technologies Co., Ltdon March 25, 2017.2 Lei Haiyun ****************** Room 202, No. 32, 1800 DongfangRoad, Pudong District, Shanghai RMB5,000,000(50%) currency The contribution of 5,000,000 hasbeen pledged to BeijingCheerbright Technologies Co., Ltdon March 25, 2017. Equity Interest Pledge Agreement Shanghai You Che You Jia Advertising Co., Ltd(seal)Signature: /s/ Lu MinName: /Lu Min/Title: Legal representativeDate: March 25, 2017 Equity Interest Pledge Agreement Exhibit 4.45 Equity Interest Pledge Agreement betweenBeijing Cheerbright Technologies Co., Ltd.andLu MinDate: September 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. Definitions 5 2. Pledge 7 3. Effectiveness of Pledge, Scope and Term 9 4. Representations and Warranties of the Pledgor 10 5. Covenants of the Pledgor 11 6. Events of Default 13 7. Exercise of the Rights of the Pledge 16 8. Transfer or Assignment 17 9. Termination 18 10. Force Majeure 18 11. Applicable Law and Dispute Resolution 19 12. Notice 20 13. Appendices 21 14. Waiver 21 15. Miscellaneous 22 Equity Interest Pledge Agreement - 2 - This Equity Interest Pledge Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong SpecialAdministrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated on September 30, 2016 by andamong the following parties:PLEDGEE: Beijing Cheerbright Technologies Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the laws of thePRC, with its registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China.andPLEDGOR: Lu Min, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 901, No. 6, DehuaStreet, Xingang West Road, Haizhu District, Guangzhou.;(individually a “Party” and collectively the “Parties”)WHEREAS: A.Pledgor is a PRC citizen, and holds 50% of the equity interest of Guangzhou You Che You Jia Advertising Co., Ltd. (“Guangzhou You Che You JiaAdvertising”). B.Guangzhou You Che You Jia Advertising is a limited liability company registered in Guangzhou, which engages in the business of advertisingagency. Equity Interest Pledge Agreement - 3 - C.The Pledgor and the Pledgee entered into a Loan Agreement on September 30, 2016 (the “Loan Agreement”), pursuant to which the Pledgeeextended a loan in the amount of RMB 500,000 (the “Loan”) to the Pledgor. D.The Pledgee, a wholly foreign-owned company registered in Beijing, PRC, and has been licensed by the relevant PRC government authority tocarry on the business of technology-related research and development, website design, transfer of technology, technology training and consulting,and the sale of its own products. The Pledgee and Guangzhou You Che You Jia Advertising entered into an Exclusive Technical and ConsultingServices Agreement on September 30, 2016, pursuant to which Guangzhou You Che You Jia Advertising is required to pay service fees (the“Service Fees”) to the Pledgee in consideration for the corresponding services to be provided by the Pledgee (the “Services Agreement”). E.Simultaneous with the execution of this Agreement, the Pledgor has also entered into an Equity Option Agreement with the Pledgee, pursuant towhich the Pledgor grants to the Pledgee an exclusive right to purchase the Equity Interest (as defined below) at any time upon satisfaction ofvarious requirements under PRC law (the “Option Agreement”). F.In order to ensure that (i) the Pledgor repay the Loan under the Loan Agreement; (ii) the Pledgee collects Service Fees under the Services Agreementfrom Guangzhou You Che You Jia Advertising, (iii) the Pledgor’ other obligations under the Option Agreement are fulfilled, and (iv) all other debts,monetary liabilities or other payment obligations owed to the Pledgee by the Pledgor and/or Guangzhou You Che You Jia Advertising, arisingunder or in relation to the Services Agreement or the Loan Agreement including, but not limited to, any obligation to pay damages for a breach ofany obligation of the Pledgor or Guangzhou You Che You Jia Advertising under the Loan Agreement or the Services Agreement (as applicable), arepaid, the Pledgor is willing to pledge all the Equity Interest (as defined below,) i.e. the 50% equity interest of Guangzhou You Che You JiaAdvertising, equivalent to a contribution of RMB500,000, to the Pledgee as security for the above-mentioned obligations of the Pledgor andGuangzhou You Che You Jia Advertising (collectively, the “Secured Obligations”). Equity Interest Pledge Agreement - 4 - In order to set forth each Party’s rights and obligations, the Pledgee and the Pledgor through mutual negotiations hereby enter into this Agreement basedupon the following terms: 1.DefinitionsUnless otherwise provided in this Agreement, the following terms shall have the following meanings: 1.1“Pledge” means the full content of Section 2 hereunder. 1.2“Equity Interest” means all the equity interests in Guangzhou You Che You Jia Advertising held by the Pledgor (including all presentand future rights and benefits based on such equity interests), and any additional equity interests in Guangzhou You Che You JiaAdvertising acquired by such Pledgor subsequent to the date hereof. For the avoidance of any doubt, on the date hereof, the Pledgorholds a 50% equity interest (equivalent to a contribution of RMB500,000) in Guangzhou You Che You Jia Advertising. Equity Interest Pledge Agreement - 5 -  1.3“Event of Default” means any event in accordance with Section 6 hereunder. 1.4“Notice of Default” means the notice of default issued by the Pledgee in accordance with this Agreement. 1.5“Effective Date” This Agreement shall be effective upon its being signed by the Parties hereunder. Notwithstanding the foregoing, thePledge (as defined in Section 2.1) shall only come into effect in accordance with Section 3 of this Agreement. Equity Interest Pledge Agreement - 6 - 2.Pledge 2.1The Pledgor hereby pledges, and if required, transfers and assigns the Equity Interest to the Pledgee as security for all of the SecuredObligations (the “Pledge”) of an amount up to the Maximum Amount (as defined below), and grant a first priority security interest in allrights, titles and interests that he has or may at any time hereafter acquire in and to the Equity Interest, together with all equity or otherownership interests representing a dividend on the Equity Interest, a distribution or return of capital upon or in respect of such EquityInterest, any subscription, first refusal, pre-emptive or other purchase rights with respect to or arising from such Equity Interest, anyvoting rights with respect to such Equity Interest or any other interest in Guangzhou You Che You Jia Advertising which, by reason ofnotice or lapse of time or the occurrence of other events, may be converted into a direct equity interest in Guangzhou You Che You JiaAdvertising, and all proceeds of the foregoing (collectively, the “Pledged Collateral”). 2.1.1The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the SecuredObligations shall be a variable and floating valuation until the Settlement Date (as defined below). Therefore, based on thereasonable assessment and evaluation by the Pledgor and the Pledgee of the Secured Obligations and the Pledged Collateral,the Pledgor and the Pledgee mutually acknowledge and agree that the Pledge shall aggregately secure the Secured Obligationsfor a maximum amount of RMB 500,000.00 (the “Maximum Amount”) prior to the Settlement Date.The Pledgor and the Pledgee may, taking into account the fluctuation in the monetary value of the Secured Obligations and thePledged Collateral, adjust the Maximum Amount based on mutual agreement by amending and supplementing this Agreement,from time to time, prior to the Settlement Date. Equity Interest Pledge Agreement - 7 -  2.1.2Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at avalue of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to thedate of such occurrence (the “Fixed Obligations”): (a)any or all of the Loan Agreement, Services Agreement or the Option Agreements expires or is terminated pursuant tothe stipulations thereunder; (b)the occurrence of an Event of Default pursuant to Section 6 that is not resolved, which results in the Pledgee servinga Notice of Default to the Pledgor pursuant to Section 6.3; (c)the Pledgee reasonably determines (having made due enquiries) that any of the Pledgor and/or Guangzhou You CheYou Jia Advertising is insolvent or could potentially be made insolvent; or (d)any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC. 2.2For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). Onor after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance withSection 7. 2.3The Pledgee is entitled to collect any and all dividends or other distributions, if any, arising from the Equity Interest during the Term ofthe Pledge (as defined below). Equity Interest Pledge Agreement - 8 - 3.Effectiveness of Pledge, Scope and Term 3.1The Pledgor shall, immediately after the execution of this Agreement, register this Agreement and the Pledge hereunder with the StateAdministration for Industry and Commerce of the PRC or its competent local counterpart (the “AIC”). The Pledgor shall deliver to thePledgee a copy of the registration or filing certificate from the AIC within 7 days from the date of submission of the application forregistration of this Agreement and Pledge with the AIC. 3.2The Pledge shall be effective upon the registration of the Pledge with the AIC in accordance with Section 3.1 above. The term of thePledge shall commence on the date when the Pledge is registered with the AIC and shall expire on the earlier of (a) the date on which alloutstanding Secured Obligations are paid in full or otherwise satisfied (as applicable) or (b) the Pledgee enforces the Pledge pursuant tothe terms and conditions hereof, to satisfy its rights under the Secured Obligations and Pledged Collateral in full or (c) the Pledgorcompletes her transfer of the Equity Interest to another party (individual or legal entity) pursuant to the Option Agreement and no longerholds any equity interest in Guangzhou You Che You Jia Advertising (the “Term of the Pledge”). Equity Interest Pledge Agreement - 9 - 4.Representations and Warranties of the PledgorThe Pledgor hereby makes the following representations and warranties to the Pledgee and confirms that the Pledgee executes this Agreement inreliance on such representations and warranties: 4.1The Pledgor is the legal owner of the Equity Interest that has been registered in his name, and is entitled to create a pledge on suchEquity Interest. 4.2None of the Pledged Collateral or the Pledge will be interfered with by any other pledgee at any time once the Pledgee exercises therights of the Pledge in accordance with this Agreement. 4.3The Pledgee shall be entitled to dispose or assign the Pledge in accordance with the relevant laws and this Agreement. 4.4All necessary authorizations have been obtained for the execution and performance of this Agreement by the Pledgor and the executionand performance of this Agreement by the Pledgor does not violate any applicable laws or regulations. The Pledgor who signs thisAgreement is lawfully and effectively authorized. Equity Interest Pledge Agreement - 10 -  4.5The Pledgor warrants that there is no on-going civil, administrative or criminal litigation or administrative punishment or arbitrationrelated to the Equity Interest and is not aware of any such action pending or likely to be pending in the future as of the date of thisAgreement. 4.6There are no outstanding taxes, fees or undecided legal procedures related to the Equity Interest as of the date of this Agreement. 4.7Each stipulation hereunder is the expression of each Party’s true intention and shall be binding upon all the Parties. 5.Covenants of the Pledgor 5.1The Pledgor covenants to the Pledgee that he shall: 5.1.1not transfer or assign the Equity Interest, or create or permit to be created any pledge, lien, charge, mortgage, encumbrance,option, security or other interest in or over the Equity Interest that has been registered in his/her name, other than the Pledgecreated hereunder and the option granted under the Option Agreement, without the prior written consent from the Pledgee; 5.1.2comply with and implement laws and regulations with respect to the pledge of rights, present to the Pledgee the notices, ordersor suggestions with respect to the Pledge issued or made by the competent authority within 5 days upon receiving such notices,orders or suggestions and take actions in accordance with the reasonable instructions of the Pledgee; and 5.1.3timely notify the Pledgee of any event or any received notice (i) which may affect the Equity Interest or any part of thePledgee’s rights, (ii) which may change the Pledgor’s covenants or obligations under this Agreement or (iii) which may affectthe Pledgor’s performance of his obligations under this Agreement, and take actions in accordance with the reasonableinstructions of the Pledgee. Equity Interest Pledge Agreement - 11 -  5.2The Pledgor covenants that the Pledgee’s right of exercising the Pledge under this Agreement shall not be suspended or hampered by thePledgor or any successor of the Pledgor or any person authorized by the Pledgor. 5.3The Pledgor jointly and severally covenants to the Pledgee that in order to protect or perfect the security over the Secured Obligations,the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to execute all the forms, instruments,agreements (including those required for the registration and de-registration of the Pledge with the AIC), and/or (ii) take actions andcause other parties who have interests in the Pledge to take actions as required by the Pledgee and (iii) allow the Pledgee to exercise therights and authorization vested in the Pledgee under this Agreement. Equity Interest Pledge Agreement - 12 -  5.4The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notice and take or cause tobe taken any other action as may be necessary under the laws of the PRC, to perfect the Pledge of the Pledged Collateral, including theAIC registration set forth in Section 3.1. 5.5The Pledgor covenants to the Pledgee that he will comply with and perform all the guarantees, covenants, agreements, representationsand conditions for the benefits of the Pledgee. The Pledgor shall compensate for all the losses suffered by the Pledgee for such Pledgor’sfailure to perform or fully perform his/her guarantees, covenants, agreements, representations or conditions. 6.Events of Default 6.1Each of the following shall constitute an Event of Default: 6.1.1Guangzhou You Che You Jia Advertising or the Pledgor fails to make full and timely payment of any amounts due under theSecured Obligations as required under the Services Agreement, Loan Agreement or Option Agreement, or an event of default asdefined and stipulated in those agreements has occurred and is continuing; Equity Interest Pledge Agreement - 13 -  6.1.2the Pledgor makes or has made any inaccurate, incomplete, misleading or untrue representation or warranty under Section 4, oris in violation or breach of any of the representations and warranties under Section 4; 6.1.3the Pledgor breaches any of the covenants under Section 5; 6.1.4the Pledgor breaches any other covenant, undertaking or obligation of the Pledgor set forth herein; 6.1.5the Pledgor is unable to perform its obligations under this Agreement due to the separation or merger of Guangzhou You CheYou Jia Advertising with other third parties or for any other reason; 6.1.6the Pledgor relinquishes all or any part of the Pledged Collateral or transfers or assigns all or any part of the Pledged Collateralwithout the prior written consent of the Pledgee (except the transfers or assigns permitted under the Option Agreement); 6.1.7any indebtedness, guarantee or other obligation of the Pledgor, whether pursuant to a contract or otherwise, (i) is accelerated asa result of a default thereunder and is required to be repaid or performed prior to the due date; or (ii) has become due and is notrepaid or performed when due which, in the Pledgee’s reasonable view, has materially adversely affected the Pledgor’s ability toperform his obligations under this Agreement; Equity Interest Pledge Agreement - 14 -  6.1.8this Agreement is illegal as a result of any applicable laws or the Pledgor is restricted from continuing to perform hisobligations under this Agreement; 6.1.9any approval, permit, license or authorization from any applicable governmental entity (or registration or filing procedure)required for Guangzhou You Che You Jia Advertising to provide advertising agency services in the PRC is withdrawn,suspended, invalidated or materially amended; 6.1.10any approval, permit, license or authorization from any applicable government authority required to perform this Agreement ormake this Agreement enforceable, legal and valid is withdrawn, suspended, invalidated or materially amended; or 6.1.11any property owned by the Pledgor is altered or damaged which, in the Pledgee’s reasonable view, has materially adverselyaffected the Pledgor’s ability to perform his obligations under this Agreement. Equity Interest Pledge Agreement - 15 -  6.2The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware or find that any event set forth in Section 6.1 orany event that may result in the foregoing events have occurred or are occurring. 6.3Unless an Event of Default set forth in Section 6.1 has been rectified to the Pledgee’s satisfaction, the Pledgee, at any time the event ofdefault occurs or thereafter, may give a written notice of default to the Pledgor, and require the Pledgor, at the discretion of the Pledgee,to immediately make full payment of the outstanding amounts payable under the Loan Agreement, Services Agreement, and/or OptionAgreements, and other payables, or dispose of the Pledge in accordance with Section 7 herein. 7.Exercise of the Rights of the Pledge 7.1The Pledgor shall not transfer or assign the Pledge without prior written approval from the Pledgee prior to the full settlement andfulfillment of the Secured Obligations. 7.2The Pledgee shall give a notice of default to the Pledgor when the Pledgee exercises the rights of Pledge. 7.3Subject to Section 6.3, the Pledgee may exercise the right to dispose of the Pledge at any time when the Pledgee gives a notice of defaultin accordance with Section 6.3 or thereafter. Equity Interest Pledge Agreement - 16 -  7.4The Pledgee is entitled to have priority in receiving payment by the evaluation or proceeds from the auction or sale of whole or part ofthe Pledged Collateral in accordance with legal procedures until the outstanding Secured Obligation or other monetary obligationspayable by the Pledgor and/or Guangzhou You Che You Jia Advertising is fully paid, repaid or otherwise settled. 7.5The Pledgor shall not hinder the Pledgee from disposing the Pledge in accordance with this Agreement and shall give necessaryassistance so that the Pledgee could realize his Pledge. 8.Transfer or Assignment 8.1The Pledgor shall not donate or transfer his rights and obligations herein to any third party without prior written consent from thePledgee. 8.2This Agreement shall be binding upon the Pledgor and his successors and be effective to the Pledgee and his each successor andassignee. 8.3The Pledgee may transfer or assign all Secured Obligations and its right to the Pledge to any third party at any time. In this case, theassignee shall enjoy and undertake the same rights and obligations herein of the Pledgee as if the assignee is a party hereto. When thePledgee transfers or assigns the Secured Obligations and its rights to the Pledge, at the request of the Pledgee, the Pledgor shall executethe relevant agreements and/or documents with respect to such transfer or assignment. 8.4After a change to the Pledgee resulting from a transfer or an assignment, the new parties to the pledge shall re-execute a pledge contract. Equity Interest Pledge Agreement - 17 - 9.TerminationThis Agreement shall not terminate until the Term of the Pledge expires pursuant to Section 3 herein. 10.Force Majeure 10.1If this Agreement is delayed in or prevented from performing in the Event of Force Majeure (“Event of Force Majeure”), only within thelimitation of such delay or prevention, the affected Party is absolved from any liability under this Agreement. Force Majeure, whichincludes acts of governments, acts of nature, fire, explosion, geographic change, flood, earthquake, tide, lightning, war, means anyunforeseen events beyond the prevented Party’s reasonable control and cannot be prevented with reasonable care. However, any shortageof credit, capital or finance shall not be regarded as an event beyond a Party’s reasonable control. The Party affected by Force Majeurewho claims for exemption from performing any obligations under this Agreement or under any Section herein shall notify the other partyof such exemption promptly and advise him of the steps to be taken for completion of the performance. 10.2The Party affected by Force Majeure shall not assume any liability under this Agreement. However, subject to the Party affected by ForceMajeure having taken its reasonable and practicable efforts to perform this Agreement, the Party claiming for exemption of the liabilitiesmay only be exempted from performing such liability as within limitation of the part performance delayed or prevented by ForceMajeure. Once causes for such exemption of liabilities are rectified and remedied, both parties agree to resume performance of thisAgreement with their best efforts. Equity Interest Pledge Agreement - 18 - 11.Applicable Law and Dispute Resolution 11.1The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordance with thelaws of the PRC. 11.2The Parties shall strive to settle any dispute arising from the interpretation or performance through friendly consultation. In case nosettlement can be reached through consultation, each party can submit such matter to China International Economic and TradeArbitration Commission (“CIETAC”) for arbitration. The arbitration shall follow the then current rules of CIETAC, and the arbitrationproceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and binding upon theParties. This article shall not be affected by the termination or elimination of this Agreement. 11.3In case of any dispute arising out of the interpretation and performance of this Agreement or any pending arbitration of such dispute,each Party shall continue to perform their obligations under this Agreement, except for the matters in dispute. Equity Interest Pledge Agreement - 19 - 12.NoticeAny notice or correspondence, which is given by the Party as stipulated hereunder, shall be in Chinese and English writing and shall be delivered inperson or by registered or prepaid mail or recognized express service, or be transmitted by telex or facsimile to the following addresses: Pledgee: Beijing Cheerbright Technologies Co., Ltd.Address: 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaFax: 010-59857387Tel: 010-59857001Addressee: Lu MinPledgor: Lu MinAddress: Room 901, No. 6, Dehua Street, Xingang West Road, Haizhu District, GuangzhouTel: +*************Addressee: Lu Min Equity Interest Pledge Agreement - 20 - 13.AppendicesThe appendices to this Agreement constitute an integral part of this Agreement. 14.WaiverThe Pledgee’s non-exercise or delay in exercise of any rights, remedies, power or privileges hereunder shall not be deemed as the waiver of suchrights, remedies, power or privileges. Any single or partial exercise of the rights, remedies, power and privileges shall not exclude the Pledgee fromexercising any other rights, remedies, power and privileges. The rights, remedies, power and privileges hereunder are accumulative and shall notexclude the application of any other rights, remedies, power and privileges stipulated by laws. Equity Interest Pledge Agreement - 21 - 15.Miscellaneous 15.1Any amendments, modifications or supplements to this Agreement shall be in writing and come into effect upon being executed andsealed by the Parties hereto. 15.2In case any terms and stipulations in this Agreement are regarded as illegal or can not be performed in accordance with the applicablelaw, such terms and stipulations shall be deemed to ineffective and not enforceable within the scope governed by the applicable law, andthe remaining stipulations will remain effective. 15.3This Agreement, the Services Agreement, the Equity Option Agreement, the Loan Agreement and the Power of Attorney from the Pledgorto the Pledgee in favor of the Pledgee shall constitute the entire agreement among the parties in respect of the subject matter hereof andshall supersede any previous discussions, negotiations and agreements related thereto. 15.4This Agreement is prepared in both English and Chinese. This Agreement shall be executed in 2 originals, with 1 original copy for eachparty. Chinese articles shall prevail over English articles in case of any inconsistency. Equity Interest Pledge Agreement - 22 - PLEDGEE: Beijing Cheerbright Technologies Co., Ltd./s/ Lu MinAuthorized Representative: /Lu Min/PLEDGOR: Lu Min/s/ Lu MinBy: Lu Min Equity Interest Pledge Agreement Guangzhou You Che You Jia Advertising Technology Co., Ltd. Shareholder List(As of September 30, 2016, Registered Capital is RMB1,000,000, all of which has been paid in.) No. NameofShareholder ID Card Number Address Contribution(percentage) Form ofContribution Pledge1 Lu Min ****************** Room 901, No. 6, Dehua Street,Xingang West Road, Haizhu District,Guangzhou RMB500,000(50%) currency The contribution of RMB 500,000 hasbeen pledged to Beijing CheerbrightTechnologies Co., Ltd on September30, 2016.2 Lei Haiyun ****************** Room 202, No. 32, 1800 DongfangRoad, Pudong District, Shanghai RMB500,000(50%) currency The contribution of RMB 500,000 hasbeen pledged to Beijing CheerbrightTechnologies Co., Ltd on September30, 2016. Equity Interest Pledge Agreement Guangzhou You Che You Jia Advertising Co., Ltd(seal)Signature: /s/ Lu MinName: /Lu Min/Title: Legal representativeDate: September 30, 2016 Equity Interest Pledge Agreement Exhibit 4.46 Equity Interest Pledge Agreement betweenBeijing Cheerbright Technologies Co., Ltd.andLei HaiyunSeptember 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. Definitions 5 2. Pledge 7 3. Effectiveness of Pledge, Scope and Term 9 4. Representations and Warranties of the Pledgor 10 5. Covenants of the Pledgor 11 6. Events of Default 13 7. Exercise of the Rights of the Pledge 16 8. Transfer or Assignment 17 9. Termination 18 10. Force Majeure 18 11. Applicable Law and Dispute Resolution 19 12. Notice 20 13. Appendices 21 14. Waiver 21 15. Miscellaneous 22 Equity Interest Pledge Agreement - 2 - This Equity Interest Pledge Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong SpecialAdministrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated on September 30, 2016 by andamong the following parties:PLEDGEE: Beijing Cheerbright Technologies Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the laws of thePRC, with its registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China.andPLEDGOR: Lei Haiyun, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 202, No. 32, 1800Dongfang Road, Pudong District, Shanghai.(individually a “Party” and collectively the “Parties”)WHEREAS: A.Pledgor is a PRC citizen, and holds 50% of the equity interest of Guangzhou You Che You Jia Advertising Co., Ltd. (“Guangzhou You Che You JiaAdvertising”). B.Guangzhou You Che You Jia Advertising is a limited liability company registered in Guangzhou, which engages in the business of advertisingagency. Equity Interest Pledge Agreement - 3 - C.The Pledgor and the Pledgee entered into a Loan Agreement on September 30, 2016 (the “Loan Agreement”), pursuant to which the Pledgeeextended a loan in the amount of RMB 500,000 (the “Loan”) to the Pledgor. D.The Pledgee, a wholly foreign-owned company registered in Beijing, PRC, and has been licensed by the relevant PRC government authority tocarry on the business of technology-related research and development, website design, transfer of technology, technology training and consulting,and the sale of its own products. The Pledgee and Guangzhou You Che You Jia Advertising entered into an Exclusive Technical and ConsultingServices Agreement on September 30, 2016, pursuant to which Guangzhou You Che You Jia Advertising is required to pay service fees (the“Service Fees”) to the Pledgee in consideration for the corresponding services to be provided by the Pledgee (the “Services Agreement”). E.Simultaneous with the execution of this Agreement, the Pledgor has also entered into an Equity Option Agreement with the Pledgee, pursuant towhich the Pledgor grants to the Pledgee an exclusive right to purchase the Equity Interest (as defined below) at any time upon satisfaction ofvarious requirements under PRC law (the “Option Agreement”). Equity Interest Pledge Agreement - 4 - F.In order to ensure that (i) the Pledgor repay the Loan under the Loan Agreement; (ii) the Pledgee collects Service Fees under the Services Agreementfrom Guangzhou You Che You Jia Advertising, (iii) the Pledgor’ other obligations under the Option Agreement are fulfilled, and (iv) all other debts,monetary liabilities or other payment obligations owed to the Pledgee by the Pledgor and/or Guangzhou You Che You Jia Advertising, arisingunder or in relation to the Services Agreement or the Loan Agreement including, but not limited to, any obligation to pay damages for a breach ofany obligation of the Pledgor or Guangzhou You Che You Jia Advertising under the Loan Agreement or the Services Agreement (as applicable), arepaid, the Pledgor is willing to pledge all the Equity Interest (as defined below,) i.e. the 50% equity interest of Guangzhou You Che You JiaAdvertising, equivalent to a contribution of RMB500,000, to the Pledgee as security for the above-mentioned obligations of the Pledgor andGuangzhou You Che You Jia Advertising (collectively, the “Secured Obligations”).In order to set forth each Party’s rights and obligations, the Pledgee and the Pledgor through mutual negotiations hereby enter into this Agreement basedupon the following terms: 1.DefinitionsUnless otherwise provided in this Agreement, the following terms shall have the following meanings: 1.1“Pledge” means the full content of Section 2 hereunder. Equity Interest Pledge Agreement - 5 -  1.2“Equity Interest” means all the equity interests in Guangzhou You Che You Jia Advertising held by the Pledgor (including all presentand future rights and benefits based on such equity interests), and any additional equity interests in Guangzhou You Che You JiaAdvertising acquired by such Pledgor subsequent to the date hereof. For the avoidance of any doubt, on the date hereof, the Pledgorholds a 50% equity interest (equivalent to a contribution of RMB500,000) in Guangzhou You Che You Jia Advertising. 1.3“Event of Default” means any event in accordance with Section 6 hereunder. 1.4“Notice of Default” means the notice of default issued by the Pledgee in accordance with this Agreement. 1.5“Effective Date” This Agreement shall be effective upon its being signed by the Parties hereunder. Notwithstanding the foregoing, thePledge (as defined in Section 2.1) shall only come into effect in accordance with Section 3 of this Agreement. Equity Interest Pledge Agreement - 6 - 2.Pledge 2.1The Pledgor hereby pledges, and if required, transfers and assigns the Equity Interest to the Pledgee as security for all of the SecuredObligations (the “Pledge”) of an amount up to the Maximum Amount (as defined below), and grant a first priority security interest in allrights, titles and interests that he has or may at any time hereafter acquire in and to the Equity Interest, together with all equity or otherownership interests representing a dividend on the Equity Interest, a distribution or return of capital upon or in respect of such EquityInterest, any subscription, first refusal, pre-emptive or other purchase rights with respect to or arising from such Equity Interest, anyvoting rights with respect to such Equity Interest or any other interest in Guangzhou You Che You Jia Advertising which, by reason ofnotice or lapse of time or the occurrence of other events, may be converted into a direct equity interest in Guangzhou You Che You JiaAdvertising, and all proceeds of the foregoing (collectively, the “Pledged Collateral”). 2.1.1The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the SecuredObligations shall be a variable and floating valuation until the Settlement Date (as defined below). Therefore, based on thereasonable assessment and evaluation by the Pledgor and the Pledgee of the Secured Obligations and the Pledged Collateral,the Pledgor and the Pledgee mutually acknowledge and agree that the Pledge shall aggregately secure the Secured Obligationsfor a maximum amount of RMB 500,000.00(the “Maximum Amount”) prior to the Settlement Date.The Pledgor and the Pledgee may, taking into account the fluctuation in the monetary value of the Secured Obligations and thePledged Collateral, adjust the Maximum Amount based on mutual agreement by amending and supplementing this Agreement,from time to time, prior to the Settlement Date. Equity Interest Pledge Agreement - 7 -  2.1.2Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at avalue of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to thedate of such occurrence (the “Fixed Obligations”): (a)any or all of the Loan Agreement, Services Agreement or the Option Agreements expires or is terminated pursuant tothe stipulations thereunder; (b)the occurrence of an Event of Default pursuant to Section 6 that is not resolved, which results in the Pledgee servinga Notice of Default to the Pledgor pursuant to Section 6.3; (c)the Pledgee reasonably determines (having made due enquiries) that any of the Pledgor and/or Guangzhou You CheYou Jia Advertising is insolvent or could potentially be made insolvent; or (d)any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC. Equity Interest Pledge Agreement - 8 -  2.2For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). Onor after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance withSection 7. 2.3The Pledgee is entitled to collect any and all dividends or other distributions, if any, arising from the Equity Interest during the Term ofthe Pledge (as defined below). 3.Effectiveness of Pledge, Scope and Term 3.1The Pledgor shall, immediately after the execution of this Agreement, register this Agreement and the Pledge hereunder with the StateAdministration for Industry and Commerce of the PRC or its competent local counterpart (the “AIC”). The Pledgor shall deliver to thePledgee a copy of the registration or filing certificate from the AIC within 7 days from the date of submission of the application forregistration of this Agreement and Pledge with the AIC. 3.2The Pledge shall be effective upon the registration of the Pledge with the AIC in accordance with Section 3.1 above. The term of thePledge shall commence on the date when the Pledge is registered with the AIC and shall expire on the earlier of (a) the date on which alloutstanding Secured Obligations are paid in full or otherwise satisfied (as applicable) or (b) the Pledgee enforces the Pledge pursuant tothe terms and conditions hereof, to satisfy its rights under the Secured Obligations and Pledged Collateral in full or (c) the Pledgorcompletes her transfer of the Equity Interest to another party (individual or legal entity) pursuant to the Option Agreement and no longerholds any equity interest in Guangzhou You Che You Jia Advertising (the “Term of the Pledge”). Equity Interest Pledge Agreement - 9 - 4.Representations and Warranties of the PledgorThe Pledgor hereby makes the following representations and warranties to the Pledgee and confirms that the Pledgee executes this Agreement inreliance on such representations and warranties: 4.1The Pledgor is the legal owner of the Equity Interest that has been registered in her name, and is entitled to create a pledge on suchEquity Interest. 4.2None of the Pledged Collateral or the Pledge will be interfered with by any other pledgee at any time once the Pledgee exercises therights of the Pledge in accordance with this Agreement. 4.3The Pledgee shall be entitled to dispose or assign the Pledge in accordance with the relevant laws and this Agreement. 4.4All necessary authorizations have been obtained for the execution and performance of this Agreement by the Pledgor and the executionand performance of this Agreement by the Pledgor does not violate any applicable laws or regulations. The Pledgor who signs thisAgreement is lawfully and effectively authorized. Equity Interest Pledge Agreement - 10 -  4.5The Pledgor warrants that there is no on-going civil, administrative or criminal litigation or administrative punishment or arbitrationrelated to the Equity Interest and is not aware of any such action pending or likely to be pending in the future as of the date of thisAgreement. 4.6There are no outstanding taxes, fees or undecided legal procedures related to the Equity Interest as of the date of this Agreement. 4.7Each stipulation hereunder is the expression of each Party’s true intention and shall be binding upon all the Parties. 5.Covenants of the Pledgor 5.1The Pledgor covenants to the Pledgee that she shall: 5.1.1not transfer or assign the Equity Interest, or create or permit to be created any pledge, lien, charge, mortgage, encumbrance,option, security or other interest in or over the Equity Interest that has been registered in her name, other than the Pledgecreated hereunder and the option granted under the Option Agreement, without the prior written consent from the Pledgee; Equity Interest Pledge Agreement - 11 -  5.1.2comply with and implement laws and regulations with respect to the pledge of rights, present to the Pledgee the notices, ordersor suggestions with respect to the Pledge issued or made by the competent authority within 5 days upon receiving such notices,orders or suggestions and take actions in accordance with the reasonable instructions of the Pledgee; and 5.1.3timely notify the Pledgee of any event or any received notice (i) which may affect the Equity Interest or any part of thePledgee’s rights, (ii) which may change the Pledgor’s covenants or obligations under this Agreement or (iii) which may affectthe Pledgor’s performance of her obligations under this Agreement, and take actions in accordance with the reasonableinstructions of the Pledgee. 5.2The Pledgor covenants that the Pledgee’s right of exercising the Pledge under this Agreement shall not be suspended or hampered by thePledgor or any successor of the Pledgor or any person authorized by the Pledgor. 5.3The Pledgor jointly and severally covenants to the Pledgee that in order to protect or perfect the security over the Secured Obligations,the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to execute all the forms, instruments,agreements (including those required for the registration and de-registration of the Pledge with the AIC), and/or (ii) take actions andcause other parties who have interests in the Pledge to take actions as required by the Pledgee and (iii) allow the Pledgee to exercise therights and authorization vested in the Pledgee under this Agreement. Equity Interest Pledge Agreement - 12 -  5.4The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notice and take or cause tobe taken any other action as may be necessary under the laws of the PRC, to perfect the Pledge of the Pledged Collateral, including theAIC registration set forth in Section 3.1. 5.5The Pledgor covenants to the Pledgee that she will comply with and perform all the guarantees, covenants, agreements, representationsand conditions for the benefits of the Pledgee. The Pledgor shall compensate for all the losses suffered by the Pledgee for such Pledgor’sfailure to perform or fully perform her guarantees, covenants, agreements, representations or conditions. 6.Events of Default 6.1Each of the following shall constitute an Event of Default: 6.1.1Guangzhou You Che You Jia Advertising or the Pledgor fails to make full and timely payment of any amounts due under theSecured Obligations as required under the Services Agreement, Loan Agreement or Option Agreement, or an event of default asdefined and stipulated in those agreements has occurred and is continuing; Equity Interest Pledge Agreement - 13 -  6.1.2the Pledgor makes or has made any inaccurate, incomplete, misleading or untrue representation or warranty under Section 4, oris in violation or breach of any of the representations and warranties under Section 4; 6.1.3the Pledgor breaches any of the covenants under Section 5; 6.1.4the Pledgor breaches any other covenant, undertaking or obligation of the Pledgor set forth herein; 6.1.5the Pledgor is unable to perform its obligations under this Agreement due to the separation or merger of Guangzhou You CheYou Jia Advertising with other third parties or for any other reason; 6.1.6the Pledgor relinquishes all or any part of the Pledged Collateral or transfers or assigns all or any part of the Pledged Collateralwithout the prior written consent of the Pledgee (except the transfers or assigns permitted under the Option Agreement); Equity Interest Pledge Agreement - 14 -  6.1.7any indebtedness, guarantee or other obligation of the Pledgor, whether pursuant to a contract or otherwise, (i) is accelerated asa result of a default thereunder and is required to be repaid or performed prior to the due date; or (ii) has become due and is notrepaid or performed when due which, in the Pledgee’s reasonable view, has materially adversely affected the Pledgor’s ability toperform her obligations under this Agreement; 6.1.8this Agreement is illegal as a result of any applicable laws or the Pledgor is restricted from continuing to perform herobligations under this Agreement; 6.1.9any approval, permit, license or authorization from any applicable governmental entity (or registration or filing procedure)required for Guangzhou You Che You Jia Advertising to provide advertising agency services in the PRC is withdrawn,suspended, invalidated or materially amended; 6.1.10any approval, permit, license or authorization from any applicable government authority required to perform this Agreement ormake this Agreement enforceable, legal and valid is withdrawn, suspended, invalidated or materially amended; or 6.1.11any property owned by the Pledgor is altered or damaged which, in the Pledgee’s reasonable view, has materially adverselyaffected the Pledgor’s ability to perform her obligations under this Agreement. Equity Interest Pledge Agreement - 15 -  6.2The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware or find that any event set forth in Section 6.1 orany event that may result in the foregoing events have occurred or are occurring. 6.3Unless an Event of Default set forth in Section 6.1 has been rectified to the Pledgee’s satisfaction, the Pledgee, at any time the event ofdefault occurs or thereafter, may give a written notice of default to the Pledgor, and require the Pledgor, at the discretion of the Pledgee,to immediately make full payment of the outstanding amounts payable under the Loan Agreement, Services Agreement, and/or OptionAgreements, and other payables, or dispose of the Pledge in accordance with Section 7 herein. 7.Exercise of the Rights of the Pledge 7.1The Pledgor shall not transfer or assign the Pledge without prior written approval from the Pledgee prior to the full settlement andfulfillment of the Secured Obligations. 7.2The Pledgee shall give a notice of default to the Pledgor when the Pledgee exercises the rights of Pledge. 7.3Subject to Section 6.3, the Pledgee may exercise the right to dispose of the Pledge at any time when the Pledgee gives a notice of defaultin accordance with Section 6.3 or thereafter. Equity Interest Pledge Agreement - 16 -  7.4The Pledgee is entitled to have priority in receiving payment by the evaluation or proceeds from the auction or sale of whole or part ofthe Pledged Collateral in accordance with legal procedures until the outstanding Secured Obligation or other monetary obligationspayable by the Pledgor and/or Guangzhou You Che You Jia Advertising is fully paid, repaid or otherwise settled. 7.5The Pledgor shall not hinder the Pledgee from disposing the Pledge in accordance with this Agreement and shall give necessaryassistance so that the Pledgee could realize his Pledge. 8.Transfer or Assignment 8.1The Pledgor shall not donate or transfer her rights and obligations herein to any third party without prior written consent from thePledgee. 8.2This Agreement shall be binding upon the Pledgor and her successors and be effective to the Pledgee and her each successor andassignee. Equity Interest Pledge Agreement - 17 -  8.3The Pledgee may transfer or assign all Secured Obligations and its right to the Pledge to any third party at any time. In this case, theassignee shall enjoy and undertake the same rights and obligations herein of the Pledgee as if the assignee is a party hereto. When thePledgee transfers or assigns the Secured Obligations and its rights to the Pledge, at the request of the Pledgee, the Pledgor shall executethe relevant agreements and/or documents with respect to such transfer or assignment. 8.4After a change to the Pledgee resulting from a transfer or an assignment, the new parties to the pledge shall re-execute a pledge contract. 9.TerminationThis Agreement shall not terminate until the Term of the Pledge expires pursuant to Section 3 herein. 10.Force Majeure 10.1If this Agreement is delayed in or prevented from performing in the Event of Force Majeure (“Event of Force Majeure”), only within thelimitation of such delay or prevention, the affected Party is absolved from any liability under this Agreement. Force Majeure, whichincludes acts of governments, acts of nature, fire, explosion, geographic change, flood, earthquake, tide, lightning, war, means anyunforeseen events beyond the prevented Party’s reasonable control and cannot be prevented with reasonable care. However, any shortageof credit, capital or finance shall not be regarded as an event beyond a Party’s reasonable control. The Party affected by Force Majeurewho claims for exemption from performing any obligations under this Agreement or under any Section herein shall notify the other partyof such exemption promptly and advise him/her of the steps to be taken for completion of the performance. 10.2The Party affected by Force Majeure shall not assume any liability under this Agreement. However, subject to the Party affected by ForceMajeure having taken its reasonable and practicable efforts to perform this Agreement, the Party claiming for exemption of the liabilitiesmay only be exempted from performing such liability as within limitation of the part performance delayed or prevented by ForceMajeure. Once causes for such exemption of liabilities are rectified and remedied, both parties agree to resume performance of thisAgreement with their best efforts. Equity Interest Pledge Agreement - 18 - 11.Applicable Law and Dispute Resolution 11.1The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordance with thelaws of the PRC. 11.2The Parties shall strive to settle any dispute arising from the interpretation or performance through friendly consultation. In case nosettlement can be reached through consultation, each party can submit such matter to China International Economic and TradeArbitration Commission (“CIETAC”) for arbitration. The arbitration shall follow the then current rules of CIETAC, and the arbitrationproceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and binding upon theParties. This article shall not be affected by the termination or elimination of this Agreement. 11.3In case of any dispute arising out of the interpretation and performance of this Agreement or any pending arbitration of such dispute,each Party shall continue to perform their obligations under this Agreement, except for the matters in dispute. Equity Interest Pledge Agreement - 19 - 12.NoticeAny notice or correspondence, which is given by the Party as stipulated hereunder, shall be in Chinese and English writing and shall be delivered inperson or by registered or prepaid mail or recognized express service, or be transmitted by telex or facsimile to the following addresses: Pledgee: Beijing Cheerbright Technologies Co., Ltd.Address: 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaFax: 010-59857387Tel: 010-59857001Addressee: Lu Min Equity Interest Pledge Agreement - 20 - Pledgor: Lei HaiyunAddress: Room 202, No. 32, 1800 Dongfang Road, Pudong District, ShanghaiTel: +*************Addressee: Lei Haiyun 13.AppendicesThe appendices to this Agreement constitute an integral part of this Agreement. 14.WaiverThe Pledgee’s non-exercise or delay in exercise of any rights, remedies, power or privileges hereunder shall not be deemed as the waiver of suchrights, remedies, power or privileges. Any single or partial exercise of the rights, remedies, power and privileges shall not exclude the Pledgee fromexercising any other rights, remedies, power and privileges. The rights, remedies, power and privileges hereunder are accumulative and shall notexclude the application of any other rights, remedies, power and privileges stipulated by laws. Equity Interest Pledge Agreement - 21 - 15.Miscellaneous 15.1Any amendments, modifications or supplements to this Agreement shall be in writing and come into effect upon being executed andsealed by the Parties hereto. 15.2In case any terms and stipulations in this Agreement are regarded as illegal or can not be performed in accordance with the applicablelaw, such terms and stipulations shall be deemed to ineffective and not enforceable within the scope governed by the applicable law, andthe remaining stipulations will remain effective. 15.3This Agreement, the Services Agreement, the Equity Option Agreement, the Loan Agreement and the Power of Attorney from the Pledgorto the Pledgee in favor of the Pledgee shall constitute the entire agreement among the parties in respect of the subject matter hereof andshall supersede any previous discussions, negotiations and agreements related thereto. 15.4This Agreement is prepared in both English and Chinese. This Agreement shall be executed in 2 originals, with 1 original copy for eachparty. Chinese articles shall prevail over English articles in case of any inconsistency. Equity Interest Pledge Agreement - 22 - PLEDGEE: Beijing Cheerbright Technologies Co., Ltd./s/ Lu MinAuthorized Representative: /Lu Min/PLEDGOR: Lei Haiyun/s/ Lei Haiyun Equity Interest Pledge Agreement Guangzhou You Che You Jia Advertising Technology Co., Ltd. Shareholder List(As of September 30, 2016, Registered Capital is RMB1,000,000, all of which has been paid in.) No. NameofShareholder ID Card Number Address Contribution( percentage ) Form ofContribution Pledge1 Lu Min ****************** Room 901, No. 6, Dehua Street,Xingang West Road, Haizhu District,Guangzhou RMB500,000(50%) currency The contribution of RMB 500,000has been pledged to BeijingCheerbright Technologies Co., Ltdon September 30, 2016.2 LeiHaiyun ****************** Room 202, No. 32, 1800 DongfangRoad, Pudong District, Shanghai RMB500,000(50%) currency The contribution of RMB 500,000has been pledged to BeijingCheerbright Technologies Co., Ltdon September 30, 2016. Equity Interest Pledge Agreement Guangzhou You Che You Jia Advertising Co., Ltd(seal) Signature: /s/ Lu MinName: /Lu Min/Title: Legal representativeDate: September 30, 2016 Equity Interest Pledge Agreement Exhibit 4.47 Equity Interest Pledge Agreement BetweenBeijing Chezhiying Technologies Co., Ltd.andLu MinDate: September 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. Definitions 5 2. Pledge 6 3. Effectiveness of Pledge, Scope and Term 9 4. Representations and Warranties of the Pledgor 9 5. Covenants of the Pledgor 11 6. Events of Default 13 7. Exercise of the Rights of the Pledge 15 8. Transfer or Assignment 16 9. Termination 17 10. Force Majeure 17 11. Applicable Law and Dispute Resolution 18 12. Notice 19 13. Appendices 20 14. Waiver 20 15. Miscellaneous 20 Equity Interest Pledge Agreement - 2 - This Equity Interest Pledge Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong SpecialAdministrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated on September 30, 2016 by andamong the following parties:PLEDGEE: Beijing Chezhiying Technologies Co., Ltd a wholly foreign owned enterprise duly incorporated and validly existing under the laws of the PRC,with its registered address at Room 1117, F/11, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China.andPLEDGOR: Lu Min, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 901, No. 6, DehuaStreet, Xingang West Road, Haizhu District, Guangzhou.(individually a “Party” and collectively the “Parties”)WHEREAS: A.Pledgor is a PRC citizen, and holds 50% of the equity interest of Beijing Shengtuo Hongyuan Information Technology Co., Ltd. (“ShengtuoHongyuan Information”). B.Shengtuo Hongyuan Information is a limited liability company registered in Beijing, which engages in the business of Internet information service. Equity Interest Pledge Agreement - 3 - C.The Pledgor and the Pledgee entered into a Loan Agreement on September 30, 2016, pursuant to which the Pledgee extended a loan in the amountof RMB5,000,000 (the “Loan”) to the Pledgor (the “Loan Agreement”). D.The Pledgee, a wholly foreign-owned company registered in Beijing, PRC, and has been licensed by the relevant PRC government authority tocarry on the business of technology-related research and development, transfer of technology, technology training and consulting. The Pledgee andShengtuo Hongyuan Information entered into an Exclusive Technical and Consulting Services Agreement on September 30, 2016, pursuant towhich Shengtuo Hongyuan Information is required to pay service fees (the “Service Fees”) to the Pledgee in consideration for the correspondingservices to be provided by the Pledgee (the “Services Agreement”). E.Simultaneous with the execution of this Agreement, the Pledgor has also entered into an Equity Option Agreement with the Pledgee, pursuant towhich the Pledgor grants to the Pledgee an exclusive right to purchase the Equity Interest (as defined below) at any time upon satisfaction ofvarious requirements under PRC law (the “Option Agreement”). Equity Interest Pledge Agreement - 4 - F.In order to ensure that (i) the Pledgor repay the Loan under the Loan Agreement; (ii) the Pledgee collects Service Fees under the Services Agreementfrom Shengtuo Hongyuan Information, (iii) the Pledgor’ other obligations under the Option Agreement are fulfilled, and (iv) all other debts,monetary liabilities or other payment obligations owed to the Pledgee by the Pledgor and/or Shengtuo Hongyuan Information, arising under or inrelation to the Services Agreement or the Loan Agreement including, but not limited to, any obligation to pay damages for a breach of anyobligation of the Pledgor or Shengtuo Hongyuan Information under the Loan Agreement or the Services Agreement (as applicable), are paid, thePledgor is willing to pledge all the Equity Interest (as defined below,) i.e. the 50% equity interest of Shengtuo Hongyuan Information, equivalent toa contribution of RMB 5,000,000 to the Pledgee as security for the above-mentioned obligations of the Pledgor and Shengtuo HongyuanInformation (collectively, the “Secured Obligations”).In order to set forth each Party’s rights and obligations, the Pledgee and the Pledgor through mutual negotiations hereby enter into this Agreement basedupon the following terms: 1.DefinitionsUnless otherwise provided in this Agreement, the following terms shall have the following meanings: 1.1“Pledge” means the full content of Section 2 hereunder. 1.2“Equity Interest” means all the equity interests in Shengtuo Hongyuan Information held by the Pledgor (including all present and futurerights and benefits based on such equity interests), and any additional equity interests in Shengtuo Hongyuan Information acquired bysuch Pledgor subsequent to the date hereof. For the avoidance of any doubt, on the date hereof, the Pledgor holds a 50% equity interest(equivalent to a contribution of RMB5,000,000) in Shengtuo Hongyuan Information. Equity Interest Pledge Agreement - 5 -  1.3“Event of Default” means any event in accordance with Section 6 hereunder. 1.4“Notice of Default” means the notice of default issued by the Pledgee in accordance with this Agreement. 1.5“Effective Date” This Agreement shall be effective upon its being signed by the Parties hereunder. Notwithstanding the foregoing, thePledge (as defined in Section 2.1) shall only come into effect in accordance with Section 3 of this Agreement. 2.Pledge 2.1The Pledgor hereby pledges, and if required, transfers and assigns the Equity Interest to the Pledgee as security for all of the SecuredObligations (the “Pledge”) of an amount up to the Maximum Amount (as defined below), and grant a first priority security interest in allrights, titles and interests that he has or may at any time hereafter acquire in and to the Equity Interest, together with all equity or otherownership interests representing a dividend on the Equity Interest, a distribution or return of capital upon or in respect of such EquityInterest, any subscription, first refusal, pre-emptive or other purchase rights with respect to or arising from such Equity Interest, anyvoting rights with respect to such Equity Interest or any other interest in Shengtuo Hongyuan Information which, by reason of notice orlapse of time or the occurrence of other events, may be converted into a direct equity interest in Shengtuo Hongyuan Information, and allproceeds of the foregoing (collectively, the “Pledged Collateral”). Equity Interest Pledge Agreement - 6 -  2.1.1The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the SecuredObligations shall be a variable and floating valuation until the Settlement Date (as defined below). Therefore, based on thereasonable assessment and evaluation by the Pledgor and the Pledgee of the Secured Obligations and the Pledged Collateral,the Pledgor and the Pledgee mutually acknowledge and agree that the Pledge shall aggregately secure the Secured Obligationsfor a maximum amount of RMB 5,000,000.00 (the “Maximum Amount”) prior to the Settlement Date.The Pledgor and the Pledgee may, taking into account the fluctuation in the monetary value of the Secured Obligations and thePledged Collateral, adjust the Maximum Amount based on mutual agreement by amending and supplementing this Agreement,from time to time, prior to the Settlement Date. 2.1.2Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at avalue of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to thedate of such occurrence (the “Fixed Obligations”): (a)any or all of the Loan Agreement, Services Agreement or the Option Agreements expires or is terminated pursuant tothe stipulations thereunder; Equity Interest Pledge Agreement - 7 -  (b)the occurrence of an Event of Default pursuant to Section 6 that is not resolved, which results in the Pledgee servinga Notice of Default to the Pledgor pursuant to Section 6.3; (c)the Pledgee reasonably determines (having made due enquiries) that any of the Pledgor and/or Shengtuo HongyuanInformation is insolvent or could potentially be made insolvent; or (d)any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC. 2.2For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). Onor after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance withSection 7. 2.3The Pledgee is entitled to collect any and all dividends or other distributions, if any, arising from the Equity Interest during the Term ofthe Pledge (as defined below). Equity Interest Pledge Agreement - 8 - 3.Effectiveness of Pledge, Scope and Term 3.1The Pledgor shall, immediately after the execution of this Agreement, register this Agreement and the Pledge hereunder with the StateAdministration for Industry and Commerce of the PRC or its competent local counterpart (the “AIC”). The Pledgor shall deliver to thePledgee a copy of the registration or filing certificate from the AIC within 7 days from the date of submission of the application forregistration of this Agreement and Pledge with the AIC. 3.2The Pledge shall be effective upon the registration of the Pledge with the AIC in accordance with Section 3.1 above. The term of thePledge shall commence on the date when the Pledge is registered with the AIC and shall expire on the earlier of (a) the date on which alloutstanding Secured Obligations are paid in full or otherwise satisfied (as applicable) or (b) the Pledgee enforces the Pledge pursuant tothe terms and conditions hereof, to satisfy its rights under the Secured Obligations and Pledged Collateral in full or (c) the Pledgorcompletes her transfer of the Equity Interest to another party (individual or legal entity) pursuant to the Option Agreement and no longerholds any equity interest in Shengtuo Hongyuan Information (the “Term of the Pledge”). 4.Representations and Warranties of the PledgorThe Pledgor hereby makes the following representations and warranties to the Pledgee and confirms that the Pledgee executes this Agreement inreliance on such representations and warranties: 4.1The Pledgor is the legal owner of the Equity Interest that has been registered in his name, and is entitled to create a pledge on suchEquity Interest. Equity Interest Pledge Agreement - 9 -  4.2None of the Pledged Collateral or the Pledge will be interfered with by any other pledgee at any time once the Pledgee exercises therights of the Pledge in accordance with this Agreement. 4.3The Pledgee shall be entitled to dispose or assign the Pledge in accordance with the relevant laws and this Agreement. 4.4All necessary authorizations have been obtained for the execution and performance of this Agreement by the Pledgor and the executionand performance of this Agreement by the Pledgor does not violate any applicable laws or regulations. The Pledgor who signs thisAgreement is lawfully and effectively authorized. 4.5The Pledgor warrants that there is no on-going civil, administrative or criminal litigation or administrative punishment or arbitrationrelated to the Equity Interest and is not aware of any such action pending or likely to be pending in the future as of the date of thisAgreement. 4.6There are no outstanding taxes, fees or undecided legal procedures related to the Equity Interest as of the date of this Agreement. 4.7Each stipulation hereunder is the expression of each Party’s true intention and shall be binding upon all the Parties. Equity Interest Pledge Agreement - 10 - 5.Covenants of the Pledgor 5.1The Pledgor covenants to the Pledgee that he shall: 5.1.1not transfer or assign the Equity Interest, or create or permit to be created any pledge, lien, charge, mortgage, encumbrance,option, security or other interest in or over the Equity Interest that has been registered in his name, other than the Pledge createdhereunder and the option granted under the Option Agreement, without the prior written consent from the Pledgee; 5.1.2comply with and implement laws and regulations with respect to the pledge of rights, present to the Pledgee the notices, ordersor suggestions with respect to the Pledge issued or made by the competent authority within 5 days upon receiving such notices,orders or suggestions and take actions in accordance with the reasonable instructions of the Pledgee; and 5.1.3timely notify the Pledgee of any event or any received notice (i) which may affect the Equity Interest or any part of thePledgee’s rights, (ii) which may change the Pledgor’s covenants or obligations under this Agreement or (iii) which may affectthe Pledgor’s performance of his obligations under this Agreement, and take actions in accordance with the reasonableinstructions of the Pledgee. 5.2The Pledgor covenants that the Pledgee’s right of exercising the Pledge under this Agreement shall not be suspended or hampered by thePledgor or any successor of the Pledgor or any person authorized by the Pledgor. Equity Interest Pledge Agreement - 11 -  5.3The Pledgor jointly and severally covenants to the Pledgee that in order to protect or perfect the security over the Secured Obligations,the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to execute all the forms, instruments,agreements (including those required for the registration and de-registration of the Pledge with the AIC), and/or (ii) take actions andcause other parties who have interests in the Pledge to take actions as required by the Pledgee and (iii) allow the Pledgee to exercise therights and authorization vested in the Pledgee under this Agreement. 5.4The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notice and take or cause tobe taken any other action as may be necessary under the laws of the PRC, to perfect the Pledge of the Pledged Collateral, including theAIC registration set forth in Section 3.1. 5.5The Pledgor covenants to the Pledgee that he will comply with and perform all the guarantees, covenants, agreements, representationsand conditions for the benefits of the Pledgee. The Pledgor shall compensate for all the losses suffered by the Pledgee for such Pledgor’sfailure to perform or fully perform his guarantees, covenants, agreements, representations or conditions. Equity Interest Pledge Agreement - 12 - 6.Events of Default 6.1Each of the following shall constitute an Event of Default: 6.1.1Shengtuo Hongyuan Information or the Pledgor fails to make full and timely payment of any amounts due under the SecuredObligations as required under the Services Agreement, Loan Agreement or Option Agreement, or an event of default as definedand stipulated in those agreements has occurred and is continuing; 6.1.2the Pledgor makes or has made any inaccurate, incomplete, misleading or untrue representation or warranty under Section 4, oris in violation or breach of any of the representations and warranties under Section 4; 6.1.3the Pledgor breaches any of the covenants under Section 5; 6.1.4the Pledgor breaches any other covenant, undertaking or obligation of the Pledgor set forth herein; 6.1.5the Pledgor is unable to perform its obligations under this Agreement due to the separation or merger of Shengtuo HongyuanInformation with other third parties or for any other reason; 6.1.6the Pledgor relinquishes all or any part of the Pledged Collateral or transfers or assigns all or any part of the Pledged Collateralwithout the prior written consent of the Pledgee (except the transfers or assigns permitted under the Option Agreement); Equity Interest Pledge Agreement - 13 -  6.1.7any indebtedness, guarantee or other obligation of the Pledgor, whether pursuant to a contract or otherwise, (i) is accelerated asa result of a default thereunder and is required to be repaid or performed prior to the due date; or (ii) has become due and is notrepaid or performed when due which, in the Pledgee’s reasonable view, has materially adversely affected the Pledgor’s ability toperform his their obligations under this Agreement; 6.1.8this Agreement is illegal as a result of any applicable laws or the Pledgor is restricted from continuing to perform hisobligations under this Agreement; 6.1.9any approval, permit, license or authorization from any applicable governmental entity (or registration or filing procedure)required for Shengtuo Hongyuan Information to provide internet value-added telecommunication service in the PRC iswithdrawn, suspended, invalidated or materially amended; 6.1.10any approval, permit, license or authorization from any applicable government authority required to perform this Agreement ormake this Agreement enforceable, legal and valid is withdrawn, suspended, invalidated or materially amended; or 6.1.11any property owned by the Pledgor is altered or damaged which, in the Pledgee’s reasonable view, has materially adverselyaffected the Pledgor’s ability to perform his obligations under this Agreement. Equity Interest Pledge Agreement - 14 -  6.2The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware or find that any event set forth in Section 6.1 orany event that may result in the foregoing events have occurred or are occurring. 6.3Unless an Event of Default set forth in Section 6.1 has been rectified to the Pledgee’s satisfaction, the Pledgee, at any time the event ofdefault occurs or thereafter, may give a written notice of default to the Pledgor, and require the Pledgor, at the discretion of the Pledgee,to immediately make full payment of the outstanding amounts payable under the Loan Agreement, Services Agreement, and/or OptionAgreements, and other payables, or dispose of the Pledge in accordance with Section 7 herein. 7.Exercise of the Rights of the Pledge 7.1The Pledgor shall not transfer or assign the Pledge without prior written approval from the Pledgee prior to the full settlement andfulfillment of the Secured Obligations. 7.2The Pledgee shall give a notice of default to the Pledgor when the Pledgee exercises the rights of Pledge. 7.3Subject to Section 6.3, the Pledgee may exercise the right to dispose of the Pledge at any time when the Pledgee gives a notice of defaultin accordance with Section 6.3 or thereafter. Equity Interest Pledge Agreement - 15 -  7.4The Pledgee is entitled to have priority in receiving payment by the evaluation or proceeds from the auction or sale of whole or part ofthe Pledged Collateral in accordance with legal procedures until the outstanding Secured Obligation or other monetary obligationspayable by the Pledgor and/or Shengtuo Hongyuan Information is fully paid, repaid or otherwise settled. 7.5The Pledgor shall not hinder the Pledgee from disposing the Pledge in accordance with this Agreement and shall give necessaryassistance so that the Pledgee could realize his Pledge. 8.Transfer or Assignment 8.1The Pledgor shall not donate or transfer his rights and obligations herein to any third party without prior written consent from thePledgee. 8.2This Agreement shall be binding upon the Pledgor and his successors and be effective to the Pledgee and his each successor andassignee. 8.3The Pledgee may transfer or assign all Secured Obligations and its right to the Pledge to any third party at any time. In this case, theassignee shall enjoy and undertake the same rights and obligations herein of the Pledgee as if the assignee is a party hereto. When thePledgee transfers or assigns the Secured Obligations and its rights to the Pledge, at the request of the Pledgee, the Pledgor shall executethe relevant agreements and/or documents with respect to such transfer or assignment. 8.4After a change to the Pledgee resulting from a transfer or an assignment, the new parties to the pledge shall re-execute a pledge contract. Equity Interest Pledge Agreement - 16 - 9.TerminationThis Agreement shall not terminate until the Term of the Pledge expires pursuant to Section 3 herein. 10.Force Majeure 10.1If this Agreement is delayed in or prevented from performing in the Event of Force Majeure (“Event of Force Majeure”), only within thelimitation of such delay or prevention, the affected Party is absolved from any liability under this Agreement. Force Majeure, whichincludes acts of governments, acts of nature, fire, explosion, geographic change, flood, earthquake, tide, lightning, war, means anyunforeseen events beyond the prevented Party’s reasonable control and cannot be prevented with reasonable care. However, any shortageof credit, capital or finance shall not be regarded as an event beyond a Party’s reasonable control. The Party affected by Force Majeurewho claims for exemption from performing any obligations under this Agreement or under any Section herein shall notify the other partyof such exemption promptly and advise him of the steps to be taken for completion of the performance. 10.2The Party affected by Force Majeure shall not assume any liability under this Agreement. However, subject to the Party affected by ForceMajeure having taken its reasonable and practicable efforts to perform this Agreement, the Party claiming for exemption of the liabilitiesmay only be exempted from performing such liability as within limitation of the part performance delayed or prevented by ForceMajeure. Once causes for such exemption of liabilities are rectified and remedied, both parties agree to resume performance of thisAgreement with their best efforts. Equity Interest Pledge Agreement - 17 - 11.Applicable Law and Dispute Resolution 11.1The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordance with thelaws of the PRC. 11.2The Parties shall strive to settle any dispute arising from the interpretation or performance through friendly consultation. In case nosettlement can be reached through consultation, each party can submit such matter to China International Economic and TradeArbitration Commission (“CIETAC”) for arbitration. The arbitration shall follow the then current rules of CIETAC, and the arbitrationproceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and binding upon theParties. This article shall not be affected by the termination or elimination of this Agreement. 11.3In case of any dispute arising out of the interpretation and performance of this Agreement or any pending arbitration of such dispute,each Party shall continue to perform their obligations under this Agreement, except for the matters in dispute. Equity Interest Pledge Agreement - 18 - 12.NoticeAny notice or correspondence, which is given by the Party as stipulated hereunder, shall be in Chinese and English writing and shall be delivered inperson or by registered or prepaid mail or recognized express service, or be transmitted by telex or facsimile to the following addresses: Pledgee: Beijing Chezhiying Technologies Co., Ltd. Address: 1117, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China Fax: 010-59857400 Tel: 010-59857002 Addressee: Lu Min Pledgor: Lu Min Address: Room 901, No. 6, Dehua Street, Xingang West Road, Haizhu District, Guangzhou Tel: +************* Addressee: Lu Min Equity Interest Pledge Agreement - 19 - 13.AppendicesThe appendices to this Agreement constitute an integral part of this Agreement. 14.WaiverThe Pledgee’s non-exercise or delay in exercise of any rights, remedies, power or privileges hereunder shall not be deemed as the waiver of suchrights, remedies, power or privileges. Any single or partial exercise of the rights, remedies, power and privileges shall not exclude the Pledgee fromexercising any other rights, remedies, power and privileges. The rights, remedies, power and privileges hereunder are accumulative and shall notexclude the application of any other rights, remedies, power and privileges stipulated by laws. 15.Miscellaneous 15.1Any amendments, modifications or supplements to this Agreement shall be in writing and come into effect upon being executed andsealed by the Parties hereto. 15.2In case any terms and stipulations in this Agreement are regarded as illegal or can not be performed in accordance with the applicablelaw, such terms and stipulations shall be deemed to ineffective and not enforceable within the scope governed by the applicable law, andthe remaining stipulations will remain effective. Equity Interest Pledge Agreement - 20 -  15.3This Agreement, the Services Agreement, the Equity Option Agreement, the Loan Agreement and the Power of Attorney from the Pledgorto the Pledgee in favor of the Pledgee shall constitute the entire agreement among the parties in respect of the subject matter hereof andshall supersede any previous discussions, negotiations and agreements related thereto. 15.4This Agreement is prepared in both English and Chinese. This Agreement shall be executed in 2 originals, with 1 original copy for eachparty. Chinese articles shall prevail over English articles in case of any inconsistency. Equity Interest Pledge Agreement - 21 - PLEDGEE: Beijing Chezhiying Technologies Co., Ltd./s/ Lu MinAuthorized Representative: Lu MinPLEDGOR: Lu Min/s/ Lu MinBy: Lu Min Equity Interest Pledge Agreement - 22 - Beijing Shengtuo Hongyuan Information Technology Co., Ltd. Shareholder List(As of September 30, 2016, Registered Capital is RMB 10,000,000, all of which has been paid in.) No. NameofShareholder ID Card Number Address Contribution(percentage) Form ofContribution Pledge1 Lu Min ****************** Room 901, No. 6, Dehua Street, XingangWest Road, Haizhu District, Guangzhou RMB5,000,000(50%) currency The contribution of 5,000,000 has beenpledged to Beijing CheerbrightTechnologies Co., Ltd on September 30,2016.2 LeiHaiyun ****************** Room 202, No. 32, 1800 DongfangRoad, Pudong District, Shanghai RMB5,000,000(50%) currency The contribution of 5,000,000 has beenpledged to Beijing CheerbrightTechnologies Co., Ltd on September 30,2016. Equity Interest Pledge Agreement - 23 - Beijing Shengtuo Hongyuan Information Technology Co.,Ltd.(seal)Signature: /s/ Lu MinName: /Lu Min/Title: Legal representativeDate: September 30, 2016 Equity Interest Pledge Agreement - 24 - Exhibit 4.48 Equity Interest Pledge Agreement BetweenBeijing Chezhiying Technologies Co., Ltd.andLei HaiyunSeptember 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. Definitions 5 2. Pledge 7 3. Effectiveness of Pledge, Scope and Term 9 4. Representations and Warranties of the Pledgor 10 5. Covenants of the Pledgor 11 6. Events of Default 14 7. Exercise of the Rights of the Pledge 16 8. Transfer or Assignment 17 9. Termination 18 10. Force Majeure 19 11. Applicable Law and Dispute Resolution 19 12. Notice 21 13. Appendices 21 14. Waiver 21 15. Miscellaneous 22 Equity Interest Pledge Agreement - 2 - This Equity Interest Pledge Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong SpecialAdministrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated on September 30, 2016 by andamong the following parties:PLEDGEE: Beijing Chezhiying Technologies Co., Ltd a wholly foreign owned enterprise duly incorporated and validly existing under the laws of the PRC,with its registered address at Room1117, F/11, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China.andPLEDGOR: Lei Haiyun, a PRC citizen, holder of identification card number ******************, whose residential address is at Room 202, No. 32, 1800Dongfang Road, Pudong District, Shanghai.(individually a “Party” and collectively the “Parties”)WHEREAS: A.Pledgor is a PRC citizen, and holds 50% of the equity interest of Beijing Shengtuo Hongyuan Information Technology Co., Ltd. (“ShengtuoHongyuan Information”). Equity Interest Pledge Agreement - 3 - B.Shengtuo Hongyuan Information is a limited liability company registered in Beijing, which engages in the business of Internet information service. C.The Pledgor and the Pledgee entered into a Loan Agreement on September 30, 2016, pursuant to which the Pledgee extended a loan in the amountof RMB5,000,000 (the “Loan”) to the Pledgor (the “Loan Agreement”). D.The Pledgee, a wholly foreign-owned company registered in Beijing, PRC, and has been licensed by the relevant PRC government authority tocarry on the business of technology-related research and development, transfer of technology, technology training and consulting. The Pledgee andShengtuo Hongyuan Information entered into an Exclusive Technical and Consulting Services Agreement on September 30, 2016, pursuant towhich Shengtuo Hongyuan Information is required to pay service fees (the “Service Fees”) to the Pledgee in consideration for the correspondingservices to be provided by the Pledgee (the “Services Agreement”). E.Simultaneous with the execution of this Agreement, the Pledgor has also entered into an Equity Option Agreement with the Pledgee, pursuant towhich the Pledgor grants to the Pledgee an exclusive right to purchase the Equity Interest (as defined below) at any time upon satisfaction ofvarious requirements under PRC law (the “Option Agreement”). Equity Interest Pledge Agreement - 4 - F.In order to ensure that (i) the Pledgor repay the Loan under the Loan Agreement; (ii) the Pledgee collects Service Fees under the Services Agreementfrom Shengtuo Hongyuan Information, (iii) the Pledgor’ other obligations under the Option Agreement are fulfilled, and (iv) all other debts,monetary liabilities or other payment obligations owed to the Pledgee by the Pledgor and/or Shengtuo Hongyuan Information, arising under or inrelation to the Services Agreement or the Loan Agreement including, but not limited to, any obligation to pay damages for a breach of anyobligation of the Pledgor or Shengtuo Hongyuan Information under the Loan Agreement or the Services Agreement (as applicable), are paid, thePledgor is willing to pledge all the Equity Interest (as defined below,) i.e. the 50% equity interest of Shengtuo Hongyuan, equivalent to acontribution of RMB 5,000,000 to the Pledgee as security for the above-mentioned obligations of the Pledgor and Shengtuo Hongyuan Information(collectively, the “Secured Obligations”).In order to set forth each Party’s rights and obligations, the Pledgee and the Pledgor through mutual negotiations hereby enter into this Agreement basedupon the following terms: 1.DefinitionsUnless otherwise provided in this Agreement, the following terms shall have the following meanings: 1.1“Pledge” means the full content of Section 2 hereunder. 1.2“Equity Interest” means all the equity interests in Shengtuo Hongyuan Information held by the Pledgor (including all present and futurerights and benefits based on such equity interests), and any additional equity interests in Shengtuo Hongyuan Information acquired bysuch Pledgor subsequent to the date hereof. For the avoidance of any doubt, on the date hereof, the Pledgor holds a 50% equity interest(equivalent to a contribution of RMB5,000,000) in Shengtuo Hongyuan Information. Equity Interest Pledge Agreement - 5 -  1.3“Event of Default” means any event in accordance with Section 6 hereunder. 1.4“Notice of Default” means the notice of default issued by the Pledgee in accordance with this Agreement. 1.5“Effective Date” This Agreement shall be effective upon its being signed by the Parties hereunder. Notwithstanding the foregoing, thePledge (as defined in Section 2.1) shall only come into effect in accordance with Section 3 of this Agreement. Equity Interest Pledge Agreement - 6 - 2.Pledge 2.1The Pledgor hereby pledges, and if required, transfers and assigns the Equity Interest to the Pledgee as security for all of the SecuredObligations (the “Pledge”) of an amount up to the Maximum Amount (as defined below), and grant a first priority security interest in allrights, titles and interests that he has or may at any time hereafter acquire in and to the Equity Interest, together with all equity or otherownership interests representing a dividend on the Equity Interest, a distribution or return of capital upon or in respect of such EquityInterest, any subscription, first refusal, pre-emptive or other purchase rights with respect to or arising from such Equity Interest, anyvoting rights with respect to such Equity Interest or any other interest in Shengtuo Hongyuan Information which, by reason of notice orlapse of time or the occurrence of other events, may be converted into a direct equity interest in Shengtuo Hongyuan Information, and allproceeds of the foregoing (collectively, the “Pledged Collateral”). 2.1.1The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the SecuredObligations shall be a variable and floating valuation until the Settlement Date (as defined below). Therefore, based on thereasonable assessment and evaluation by the Pledgor and the Pledgee of the Secured Obligations and the Pledged Collateral,the Pledgor and the Pledgee mutually acknowledge and agree that the Pledge shall aggregately secure the Secured Obligationsfor a maximum amount of RMB 5,000,000.00 (the “Maximum Amount”) prior to the Settlement Date.The Pledgor and the Pledgee may, taking into account the fluctuation in the monetary value of the Secured Obligations and thePledged Collateral, adjust the Maximum Amount based on mutual agreement by amending and supplementing this Agreement,from time to time, prior to the Settlement Date. Equity Interest Pledge Agreement - 7 -  2.1.2Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at avalue of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to thedate of such occurrence (the “Fixed Obligations”): (a)any or all of the Loan Agreement, Services Agreement or the Option Agreements expires or is terminated pursuant tothe stipulations thereunder; (b)the occurrence of an Event of Default pursuant to Section 6 that is not resolved, which results in the Pledgee servinga Notice of Default to the Pledgor pursuant to Section 6.3; (c)the Pledgee reasonably determines (having made due enquiries) that any of the Pledgor and/or Shengtuo HongyuanInformation is insolvent or could potentially be made insolvent; or (d)any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC. Equity Interest Pledge Agreement - 8 -  2.2For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). Onor after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance withSection 7. 2.3The Pledgee is entitled to collect any and all dividends or other distributions, if any, arising from the Equity Interest during the Term ofthe Pledge (as defined below). 3.Effectiveness of Pledge, Scope and Term 3.1The Pledgor shall, immediately after the execution of this Agreement, register this Agreement and the Pledge hereunder with the StateAdministration for Industry and Commerce of the PRC or its competent local counterpart (the “AIC”). The Pledgor shall deliver to thePledgee a copy of the registration or filing certificate from the AIC within 7 days from the date of submission of the application forregistration of this Agreement and Pledge with the AIC. 3.2The Pledge shall be effective upon the registration of the Pledge with the AIC in accordance with Section 3.1 above. The term of thePledge shall commence on the date when the Pledge is registered with the AIC and shall expire on the earlier of (a) the date on which alloutstanding Secured Obligations are paid in full or otherwise satisfied (as applicable) or (b) the Pledgee enforces the Pledge pursuant tothe terms and conditions hereof, to satisfy its rights under the Secured Obligations and Pledged Collateral in full or (c) the Pledgorcompletes her transfer of the Equity Interest to another party (individual or legal entity) pursuant to the Option Agreement and no longerholds any equity interest in Shengtuo Hongyuan Information (the “Term of the Pledge”). Equity Interest Pledge Agreement - 9 - 4.Representations and Warranties of the PledgorThe Pledgor hereby makes the following representations and warranties to the Pledgee and confirms that the Pledgee executes this Agreement inreliance on such representations and warranties: 4.1The Pledgor is the legal owner of the Equity Interest that has been registered in her name, and is entitled to create a pledge on suchEquity Interest. 4.2None of the Pledged Collateral or the Pledge will be interfered with by any other pledgee at any time once the Pledgee exercises therights of the Pledge in accordance with this Agreement. 4.3The Pledgee shall be entitled to dispose or assign the Pledge in accordance with the relevant laws and this Agreement. 4.4All necessary authorizations have been obtained for the execution and performance of this Agreement by the Pledgor and the executionand performance of this Agreement by the Pledgor does not violate any applicable laws or regulations. The Pledgor who signs thisAgreement is lawfully and effectively authorized. Equity Interest Pledge Agreement - 10 -  4.5The Pledgor warrants that there is no on-going civil, administrative or criminal litigation or administrative punishment or arbitrationrelated to the Equity Interest and is not aware of any such action pending or likely to be pending in the future as of the date of thisAgreement. 4.6There are no outstanding taxes, fees or undecided legal procedures related to the Equity Interest as of the date of this Agreement. 4.7Each stipulation hereunder is the expression of each Party’s true intention and shall be binding upon all the Parties. 5.Covenants of the Pledgor 5.1The Pledgor covenants to the Pledgee that she shall: 5.1.1not transfer or assign the Equity Interest, or create or permit to be created any pledge, lien, charge, mortgage, encumbrance,option, security or other interest in or over the Equity Interest that has been registered in her name, other than the Pledgecreated hereunder and the option granted under the Option Agreement, without the prior written consent from the Pledgee; Equity Interest Pledge Agreement - 11 -  5.1.2comply with and implement laws and regulations with respect to the pledge of rights, present to the Pledgee the notices, ordersor suggestions with respect to the Pledge issued or made by the competent authority within 5 days upon receiving such notices,orders or suggestions and take actions in accordance with the reasonable instructions of the Pledgee; and 5.1.3timely notify the Pledgee of any event or any received notice (i) which may affect the Equity Interest or any part of thePledgee’s rights, (ii) which may change the Pledgor’s covenants or obligations under this Agreement or (iii) which may affectthe Pledgor’s performance of her obligations under this Agreement, and take actions in accordance with the reasonableinstructions of the Pledgee. 5.2The Pledgor covenants that the Pledgee’s right of exercising the Pledge under this Agreement shall not be suspended or hampered by thePledgor or any successor of the Pledgor or any person authorized by the Pledgor. 5.3The Pledgor jointly and severally covenants to the Pledgee that in order to protect or perfect the security over the Secured Obligations,the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to execute all the forms, instruments,agreements (including those required for the registration and de-registration of the Pledge with the AIC), and/or (ii) take actions andcause other parties who have interests in the Pledge to take actions as required by the Pledgee and (iii) allow the Pledgee to exercise therights and authorization vested in the Pledgee under this Agreement. Equity Interest Pledge Agreement - 12 -  5.4The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notice and take or cause tobe taken any other action as may be necessary under the laws of the PRC, to perfect the Pledge of the Pledged Collateral, including theAIC registration set forth in Section 3.1. 5.5The Pledgor covenants to the Pledgee that she will comply with and perform all the guarantees, covenants, agreements, representationsand conditions for the benefits of the Pledgee. The Pledgor shall compensate for all the losses suffered by the Pledgee for such Pledgor’sfailure to perform or fully perform her guarantees, covenants, agreements, representations or conditions. Equity Interest Pledge Agreement - 13 - 6.Events of Default 6.1Each of the following shall constitute an Event of Default: 6.1.1Shengtuo Hongyuan Information or the Pledgor fails to make full and timely payment of any amounts due under the SecuredObligations as required under the Services Agreement, Loan Agreement or Option Agreement, or an event of default as definedand stipulated in those agreements has occurred and is continuing; 6.1.2the Pledgor makes or has made any inaccurate, incomplete, misleading or untrue representation or warranty under Section 4, oris in violation or breach of any of the representations and warranties under Section 4; 6.1.3the Pledgor breaches any of the covenants under Section 5; 6.1.4the Pledgor breaches any other covenant, undertaking or obligation of the Pledgor set forth herein; 6.1.5the Pledgor is unable to perform its obligations under this Agreement due to the separation or merger of Shengtuo HongyuanInformation with other third parties or for any other reason; 6.1.6the Pledgor relinquishes all or any part of the Pledged Collateral or transfers or assigns all or any part of the Pledged Collateralwithout the prior written consent of the Pledgee (except the transfers or assigns permitted under the Option Agreement); Equity Interest Pledge Agreement - 14 -  6.1.7any indebtedness, guarantee or other obligation of the Pledgor, whether pursuant to a contract or otherwise, (i) is accelerated asa result of a default thereunder and is required to be repaid or performed prior to the due date; or (ii) has become due and is notrepaid or performed when due which, in the Pledgee’s reasonable view, has materially adversely affected the Pledgor’s ability toperform her obligations under this Agreement; 6.1.8this Agreement is illegal as a result of any applicable laws or the Pledgor is restricted from continuing to perform herobligations under this Agreement; 6.1.9any approval, permit, license or authorization from any applicable governmental entity (or registration or filing procedure)required for Shengtuo Hongyuan Information to provide internet value-added telecommunication service in the PRC iswithdrawn, suspended, invalidated or materially amended; 6.1.10any approval, permit, license or authorization from any applicable government authority required to perform this Agreement ormake this Agreement enforceable, legal and valid is withdrawn, suspended, invalidated or materially amended; or 6.1.11any property owned by the Pledgor is altered or damaged which, in the Pledgee’s reasonable view, has materially adverselyaffected the Pledgor’s ability to perform her obligations under this Agreement. Equity Interest Pledge Agreement - 15 -  6.2The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware or find that any event set forth in Section 6.1 orany event that may result in the foregoing events have occurred or are occurring. 6.3Unless an Event of Default set forth in Section 6.1 has been rectified to the Pledgee’s satisfaction, the Pledgee, at any time the event ofdefault occurs or thereafter, may give a written notice of default to the Pledgor, and require the Pledgor, at the discretion of the Pledgee,to immediately make full payment of the outstanding amounts payable under the Loan Agreement, Services Agreement, and/or OptionAgreements, and other payables, or dispose of the Pledge in accordance with Section 7 herein. 7.Exercise of the Rights of the Pledge 7.1The Pledgor shall not transfer or assign the Pledge without prior written approval from the Pledgee prior to the full settlement andfulfillment of the Secured Obligations. 7.2The Pledgee shall give a notice of default to the Pledgor when the Pledgee exercises the rights of Pledge. Equity Interest Pledge Agreement - 16 -  7.3Subject to Section 6.3, the Pledgee may exercise the right to dispose of the Pledge at any time when the Pledgee gives a notice of defaultin accordance with Section 6.3 or thereafter. 7.4The Pledgee is entitled to have priority in receiving payment by the evaluation or proceeds from the auction or sale of whole or part ofthe Pledged Collateral in accordance with legal procedures until the outstanding Secured Obligation or other monetary obligationspayable by the Pledgor and/or Shengtuo Hongyuan Information is fully paid, repaid or otherwise settled. 7.5The Pledgor shall not hinder the Pledgee from disposing the Pledge in accordance with this Agreement and shall give necessaryassistance so that the Pledgee could realize his Pledge. 8.Transfer or Assignment 8.1The Pledgor shall not donate or transfer her rights and obligations herein to any third party without prior written consent from thePledgee. 8.2This Agreement shall be binding upon the Pledgor and her successors and be effective to the Pledgee and her each successor andassignee. Equity Interest Pledge Agreement - 17 -  8.3The Pledgee may transfer or assign all Secured Obligations and its right to the Pledge to any third party at any time. In this case, theassignee shall enjoy and undertake the same rights and obligations herein of the Pledgee as if the assignee is a party hereto. When thePledgee transfers or assigns the Secured Obligations and its rights to the Pledge, at the request of the Pledgee, the Pledgor shall executethe relevant agreements and/or documents with respect to such transfer or assignment. 8.4After a change to the Pledgee resulting from a transfer or an assignment, the new parties to the pledge shall re-execute a pledge contract. 9.TerminationThis Agreement shall not terminate until the Term of the Pledge expires pursuant to Section 3 herein. Equity Interest Pledge Agreement - 18 - 10.Force Majeure 10.1If this Agreement is delayed in or prevented from performing in the Event of Force Majeure (“Event of Force Majeure”), only within thelimitation of such delay or prevention, the affected Party is absolved from any liability under this Agreement. Force Majeure, whichincludes acts of governments, acts of nature, fire, explosion, geographic change, flood, earthquake, tide, lightning, war, means anyunforeseen events beyond the prevented Party’s reasonable control and cannot be prevented with reasonable care. However, any shortageof credit, capital or finance shall not be regarded as an event beyond a Party’s reasonable control. The Party affected by Force Majeurewho claims for exemption from performing any obligations under this Agreement or under any Section herein shall notify the other partyof such exemption promptly and advise him/her of the steps to be taken for completion of the performance. 10.2The Party affected by Force Majeure shall not assume any liability under this Agreement. However, subject to the Party affected by ForceMajeure having taken its reasonable and practicable efforts to perform this Agreement, the Party claiming for exemption of the liabilitiesmay only be exempted from performing such liability as within limitation of the part performance delayed or prevented by ForceMajeure. Once causes for such exemption of liabilities are rectified and remedied, both parties agree to resume performance of thisAgreement with their best efforts. 11.Applicable Law and Dispute Resolution 11.1The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordance with thelaws of the PRC. Equity Interest Pledge Agreement - 19 -  11.2The Parties shall strive to settle any dispute arising from the interpretation or performance through friendly consultation. In case nosettlement can be reached through consultation, each party can submit such matter to China International Economic and TradeArbitration Commission (“CIETAC”) for arbitration. The arbitration shall follow the then current rules of CIETAC, and the arbitrationproceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and binding upon theParties. This article shall not be affected by the termination or elimination of this Agreement. 11.3In case of any dispute arising out of the interpretation and performance of this Agreement or any pending arbitration of such dispute,each Party shall continue to perform their obligations under this Agreement, except for the matters in dispute. Equity Interest Pledge Agreement - 20 - 12.NoticeAny notice or correspondence, which is given by the Party as stipulated hereunder, shall be in Chinese and English writing and shall be delivered inperson or by registered or prepaid mail or recognized express service, or be transmitted by telex or facsimile to the following addresses: Pledgee : Beijing Chezhiying Technologies Co., Ltd.Address : 1117, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaFax : 010-59857400Tel : 010-59857002Addressee : Lu MinPledgor Lei HaiyunAddress Room 202, No. 32, 1800 Dongfang Road, Pudong District, ShanghaiTele +*************Addressee Lei Haiyun 13.AppendicesThe appendices to this Agreement constitute an integral part of this Agreement. 14.WaiverThe Pledgee’s non-exercise or delay in exercise of any rights, remedies, power or privileges hereunder shall not be deemed as the waiver of suchrights, remedies, power or privileges. Any single or partial exercise of the rights, remedies, power and privileges shall not exclude the Pledgee fromexercising any other rights, remedies, power and privileges. The rights, remedies, power and privileges hereunder are accumulative and shall notexclude the application of any other rights, remedies, power and privileges stipulated by laws. Equity Interest Pledge Agreement - 21 - 15.Miscellaneous 15.1Any amendments, modifications or supplements to this Agreement shall be in writing and come into effect upon being executed andsealed by the Parties hereto. 15.2In case any terms and stipulations in this Agreement are regarded as illegal or can not be performed in accordance with the applicablelaw, such terms and stipulations shall be deemed to ineffective and not enforceable within the scope governed by the applicable law, andthe remaining stipulations will remain effective. 15.3This Agreement, the Services Agreement, the Equity Option Agreement, the Loan Agreement and the Power of Attorney from the Pledgorto the Pledgee in favor of the Pledgee shall constitute the entire agreement among the parties in respect of the subject matter hereof andshall supersede any previous discussions, negotiations and agreements related thereto. 15.4This Agreement is prepared in both English and Chinese. This Agreement shall be executed in 2 originals, with 1 original copy for eachparty. Chinese articles shall prevail over English articles in case of any inconsistency. Equity Interest Pledge Agreement - 22 - PLEDGEE: Beijing Chezhiying Technologies Co., Ltd./s/ Lu MinAuthorized Representative: /Lu MinPLEDGOR: Lei Haiyun/s/ Lei Haiyun Equity Interest Pledge Agreement Beijing Shengtuo Hongyuan Information Technology Co., Ltd. Shareholder List(As of September 30, 2016, Registered Capital is RMB 10,000,000, all of which has been paid in.) No. NameofShareholder ID Card Number Address Contribution(percentage) Form ofContribution Pledge1 Lu Min ****************** Room 901, No. 6, Dehua Street,Xingang West Road, HaizhuDistrict, Guangzhou RMB5,000,000(50%) currency The contribution of 5,000,000has been pledged to BeijingCheerbright Technologies Co.,Ltd on September 30, 2016.2 LeiHaiyun ****************** Room 202, No. 32, 1800Dongfang Road, PudongDistrict, Shanghai RMB5,000,000(50%) currency The contribution of 5,000,000has been pledged to BeijingCheerbright Technologies Co.,Ltd on September 30, 2016. Equity Interest Pledge Agreement Beijing Shengtuo Hongyuan Information Technology Co.,Ltd.(seal)Signature : /s/ Lu MinName : /Lu Min/Title : Legal representativeDate : September 30, 2016 Equity Interest Pledge Agreement Exhibit 4.49 Equity Interest Pledge Agreement betweenBeijing Cheerbright Technologies Co., Ltd.andBeijing Autohome Information Technology Co., LtdSeptember 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. Definitions 4 2. Pledge 5 3. Effectiveness of Pledge, Scope and Term 7 4. Representations and Warranties of the Pledgor 8 5. Covenants of the Pledgor 9 6. Events of Default 10 7. Exercise of the Rights of the Pledge 13 8. Transfer or Assignment 13 9. Termination 14 10. Force Majeure 14 11. Applicable Law and Dispute Resolution 15 12. Notice 15 13. Appendices 16 14. Waiver 16 15. Miscellaneous 17 Equity Interest Pledge Agreement - 2 - This Equity Interest Pledge Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong SpecialAdministrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated on September 30, 2016 by andamong the following parties:PLEDGEE: Beijing Cheerbright Technologies Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the laws of thePRC, with its registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China.andPLEDGOR: Beijing Autohome Information Technology Co., Ltd., a company duly organized and existing under the PRC laws with its legal address atRoom 1001-1005, F/10, Tower B, No. 3 Danling Streedt, Haidian District, Beijing100080, China.(individually a “Party” and collectively the “Parties”)WHEREAS: A.Pledgor is a PRC domestic company, and holds all of the equity interest of Beijing Shengtuo Chengshi Advertisement Co., Ltd. (“ShengtuoChengshi Advertisement”) B.Shengtuo Chengshi Advertisement is a limited liability company registered in Beijing, which engages in the business fo advertising agency. C.The Pledgee, a wholly foreign-owned company registered in Beijing, PRC, and has been licensed by the relevant PRC government authority tocarry on the business of technology-related research and development, website design, transfer of technology, technology training and consulting,and the sale of its own products. The Pledgee and Shengtuo Chengshi Advertisement entered into an Exclusive Technical and Consulting ServicesAgreement on September 30, 2016, pursuant to which Shengtuo Chengshi Advertisement is required to pay service fees (the “Service Fees”) to thePledgee in consideration for the corresponding services to be provided by the Pledgee (the “Services Agreement”). Equity Interest Pledge Agreement - 3 - D.Simultaneous with the execution of this Agreement, the Pledgor has also entered into an Equity Option Agreement with the Pledgee, pursuant towhich the Pledgor grants to the Pledgee an exclusive right to purchase the Equity Interest (as defined below) at any time upon satisfaction ofvarious requirements under PRC law (the “Option Agreement”). E.In order to ensure that (i) the Pledgee collects Service Fees under the Services Agreement from Shengtuo Chengshi Advertisement, (ii) the Pledgor’sother obligations under the Option Agreement are fulfilled, and (iii) all other debts, monetary liabilities or other payment obligations owed to thePledgee by the Pledgor and/or Shengtuo Chengshi Advertisement, arising under or in relation to the Services Agreement including, but not limitedto, any obligation to pay damages for a breach of any obligation of the Pledgor or Shengtuo Chengshi Advertisement under the Services Agreement(as applicable), are paid, the Pledgor is willing to pledge all the Equity Interest (as defined below,) i.e. the 100% equity interest of ShengtuoChengshi Advertisement, equivalent to a contribution of RMB1,000,000, to the Pledgee as security for the above-mentioned obligations of thePledgor and Shengtuo Chengshi Advertisement (collectively, the “Secured Obligations”).In order to set forth each Party’s rights and obligations, the Pledgee and the Pledgor through mutual negotiations hereby enter into this Agreement basedupon the following terms: 1.DefinitionsUnless otherwise provided in this Agreement, the following terms shall have the following meanings: 1.1“Pledge” means the full content of Section 2 hereunder. Equity Interest Pledge Agreement - 4 -  1.2“Equity Interest” means all the equity interests in Shengtuo Chengshi Advertisement held by the Pledgor (including all present andfuture rights and benefits based on such equity interests), and any additional equity interests in Shengtuo Chengshi Advertisementacquired by such Pledgor subsequent to the date hereof. For the avoidance of any doubt, on the date hereof, the Pledgor holds a 100%equity interest (equivalent to a contribution of RMB1,000,000) in Shengtuo Chengshi Advertisement. 1.3“Event of Default” means any event in accordance with Section 6 hereunder. 1.4“Notice of Default” means the notice of default issued by the Pledgee in accordance with this Agreement. 1.5“Effective Date” This Agreement shall be effective upon its being signed by the Parties hereunder. Notwithstanding the foregoing, thePledge (as defined in Section 2.1) shall only come into effect in accordance with Section 3 of this Agreement. 2.Pledge 2.1The Pledgor hereby pledges, and if required, transfers and assigns the Equity Interest to the Pledgee as security for all of the SecuredObligations (the “Pledge”) of an amount up to the Maximum Amount (as defined below), and grant a first priority security interest in allrights, titles and interests that he has or may at any time hereafter acquire in and to the Equity Interest, together with all equity or otherownership interests representing a dividend on the Equity Interest, a distribution or return of capital upon or in respect of such EquityInterest, any subscription, first refusal, pre-emptive or other purchase rights with respect to or arising from such Equity Interest, anyvoting rights with respect to such Equity Interest or any other interest in Shengtuo Chengshi Advertisement which, by reason of notice orlapse of time or the occurrence of other events, may be converted into a direct equity interest in Shengtuo Chengshi Advertisement, andall proceeds of the foregoing (collectively, the “Pledged Collateral”). Equity Interest Pledge Agreement - 5 -  2.1.1The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the SecuredObligations shall be a variable and floating valuation until the Settlement Date (as defined below). Therefore, based on thereasonable assessment and evaluation by the Pledgor and the Pledgee of the Secured Obligations and the Pledged Collateral,the Pledgor and the Pledgee mutually acknowledge and agree that the Pledge shall aggregately secure the Secured Obligationsfor a maximum amount of RMB1,000,000 (the “Maximum Amount”) prior to the Settlement Date.The Pledgor and the Pledgee may, taking into account the fluctuation in the monetary value of the Secured Obligations and thePledged Collateral, adjust the Maximum Amount based on mutual agreement by amending and supplementing this Agreement,from time to time, prior to the Settlement Date. 2.1.2Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at avalue of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to thedate of such occurrence (the “Fixed Obligations”): (a)any or all of the Services Agreement or the Option Agreements expires or is terminated pursuant to the stipulationsthereunder; (b)the occurrence of an Event of Default pursuant to Section 6 that is not resolved, which results in the Pledgee servinga Notice of Default to the Pledgor pursuant to Section 6.3; Equity Interest Pledge Agreement - 6 -  (c)the Pledgee reasonably determines (having made due enquiries) that any of the Pledgor and/or Shengtuo ChengshiAdvertisement is insolvent or could potentially be made insolvent; or (d)any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC. 2.2For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). Onor after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance withSection 7. 2.3The Pledgee is entitled to collect any and all dividends or other distributions, if any, arising from the Equity Interest during the Term ofthe Pledge (as defined below). 3.Effectiveness of Pledge, Scope and Term 3.1The Pledgor shall, immediately after the execution of this Agreement, register this Agreement and the Pledge hereunder with the StateAdministration for Industry and Commerce of the PRC or its competent local counterpart (the “AIC”). The Pledgor shall deliver to thePledgee a copy of the registration or filing certificate from the AIC within 7 days from the date of submission of the application forregistration of this Agreement and Pledge with the AIC. 3.2The Pledge shall be effective upon the registration of the Pledge with the AIC in accordance with Section 3.1 above. The term of thePledge shall commence on the date when the Pledge is registered with the AIC and shall expire on the earlier of (a) the date on which alloutstanding Secured Obligations are paid in full or otherwise satisfied (as applicable) or (b) the Pledgee enforces the Pledge pursuant tothe terms and conditions hereof, to satisfy its rights under the Secured Obligations and Pledged Collateral in full or (c) the Pledgorcompletes her transfer of the Equity Interest to another party (individual or legal entity) pursuant to the Option Agreement and no longerholds any equity interest in Autohome Information (the “Term of the Pledge”). Equity Interest Pledge Agreement - 7 - 4.Representations and Warranties of the PledgorThe Pledgor hereby makes the following representations and warranties to the Pledgee and confirms that the Pledgee executes this Agreement inreliance on such representations and warranties: 4.1The Pledgor is the legal owner of the Equity Interest that has been registered in his name, and is entitled to create a pledge on suchEquity Interest. 4.2None of the Pledged Collateral or the Pledge will be interfered with by any other pledgee at any time once the Pledgee exercises therights of the Pledge in accordance with this Agreement. 4.3The Pledgee shall be entitled to dispose or assign the Pledge in accordance with the relevant laws and this Agreement. 4.4All necessary authorizations have been obtained for the execution and performance of this Agreement by the Pledgor and the executionand performance of this Agreement by the Pledgor does not violate any applicable laws or regulations. The Pledgor who signs thisAgreement is lawfully and effectively authorized. 4.5The Pledgor warrants that there is no on-going civil, administrative or criminal litigation or administrative punishment or arbitrationrelated to the Equity Interest and is not aware of any such action pending or likely to be pending in the future as of the date of thisAgreement. Equity Interest Pledge Agreement - 8 -  4.6There are no outstanding taxes, fees or undecided legal procedures related to the Equity Interest as of the date of this Agreement. 4.7Each stipulation hereunder is the expression of each Party’s true intention and shall be binding upon all the Parties. 5.Covenants of the Pledgor 5.1The Pledgor covenants to the Pledgee that he shall: 5.1.1not transfer or assign the Equity Interest, or create or permit to be created any pledge, lien, charge, mortgage, encumbrance,option, security or other interest in or over the Equity Interest that has been registered in his name, other than the Pledge createdhereunder and the option granted under the Option Agreement, without the prior written consent from the Pledgee; 5.1.2comply with and implement laws and regulations with respect to the pledge of rights, present to the Pledgee the notices, ordersor suggestions with respect to the Pledge issued or made by the competent authority within 5 days upon receiving such notices,orders or suggestions and take actions in accordance with the reasonable instructions of the Pledgee; and 5.1.3timely notify the Pledgee of any event or any received notice (i) which may affect the Equity Interest or any part of thePledgee’s rights, (ii) which may change the Pledgor’s covenants or obligations under this Agreement or (iii) which may affectthe Pledgor’s performance of his obligations under this Agreement, and take actions in accordance with the reasonableinstructions of the Pledgee. Equity Interest Pledge Agreement - 9 -  5.2The Pledgor covenants that the Pledgee’s right of exercising the Pledge under this Agreement shall not be suspended or hampered by thePledgor or any successor of the Pledgor or any person authorized by the Pledgor. 5.3The Pledgor jointly and severally covenants to the Pledgee that in order to protect or perfect the security over the Secured Obligations,the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to execute all the forms, instruments,agreements (including those required for the registration and de-registration of the Pledge with the AIC), and/or (ii) take actions andcause other parties who have interests in the Pledge to take actions as required by the Pledgee and (iii) allow the Pledgee to exercise therights and authorization vested in the Pledgee under this Agreement. 5.4The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notice and take or cause tobe taken any other action as may be necessary under the laws of the PRC, to perfect the Pledge of the Pledged Collateral, including theAIC registration set forth in Section 3.1. 5.5The Pledgor covenants to the Pledgee that he will comply with and perform all the guarantees, covenants, agreements, representationsand conditions for the benefits of the Pledgee. The Pledgor shall compensate for all the losses suffered by the Pledgee for such Pledgor’sfailure to perform or fully perform his guarantees, covenants, agreements, representations or conditions. 6.Events of Default 6.1Each of the following shall constitute an Event of Default: 6.1.1Shengtuo Chengshi Advertisement or the Pledgor fails to make full and timely payment of any amounts due under the SecuredObligations as required under the Services Agreement or Option Agreement, or an event of default as defined and stipulated inthose agreements has occurred and is continuing; Equity Interest Pledge Agreement - 10 -  6.1.2the Pledgor makes or has made any inaccurate, incomplete, misleading or untrue representation or warranty under Section 4, oris in violation or breach of any of the representations and warranties under Section 4; 6.1.3the Pledgor breaches any of the covenants under Section 5; 6.1.4the Pledgor breaches any other covenant, undertaking or obligation of the Pledgor set forth herein; 6.1.5the Pledgor is unable to perform its obligations under this Agreement due to the separation or merger of Shengtuo ChengshiAdvertisement with other third parties or for any other reason; 6.1.6the Pledgor relinquishes all or any part of the Pledged Collateral or transfers or assigns all or any part of the Pledged Collateralwithout the prior written consent of the Pledgee (except the transfers or assigns permitted under the Option Agreement); 6.1.7any indebtedness, guarantee or other obligation of the Pledgor, whether pursuant to a contract or otherwise, (i) is accelerated asa result of a default thereunder and is required to be repaid or performed prior to the due date; or (ii) has become due and is notrepaid or performed when due which, in the Pledgee’s reasonable view, has materially adversely affected the Pledgor’s ability toperform his obligations under this Agreement; 6.1.8this Agreement is illegal as a result of any applicable laws or the Pledgor is restricted from continuing to perform hisobligations under this Agreement; Equity Interest Pledge Agreement - 11 -  6.1.9any approval, permit, license or authorization from any applicable governmental entity (or registration or filing procedure)required for Shengtuo Chengshi Advertisement to provide advertising services in the PRC is withdrawn, suspended, invalidatedor materially amended; 6.1.10any approval, permit, license or authorization from any applicable government authority required to perform this Agreement ormake this Agreement enforceable, legal and valid is withdrawn, suspended, invalidated or materially amended; or 6.1.11any property owned by the Pledgor is altered or damaged which, in the Pledgee’s reasonable view, has materially adverselyaffected the Pledgor’s ability to perform his obligations under this Agreement. 6.2The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware or find that any event set forth in Section 6.1 orany event that may result in the foregoing events have occurred or are occurring. 6.3Unless an Event of Default set forth in Section 6.1 has been rectified to the Pledgee’s satisfaction, the Pledgee, at any time the event ofdefault occurs or thereafter, may give a written notice of default to the Pledgor, and require the Pledgor, at the discretion of the Pledgee,to immediately make full payment of the outstanding amounts payable under the Services Agreement, and/or Option Agreements, andother payables, or dispose of the Pledge in accordance with Section 7 herein. Equity Interest Pledge Agreement - 12 - 7.Exercise of the Rights of the Pledge 7.1The Pledgor shall not transfer or assign the Pledge without prior written approval from the Pledgee prior to the full settlement andfulfillment of the Secured Obligations. 7.2The Pledgee shall give a notice of default to the Pledgor when the Pledgee exercises the rights of Pledge. 7.3Subject to Section 6.3, the Pledgee may exercise the right to dispose of the Pledge at any time when the Pledgee gives a notice of defaultin accordance with Section 6.3 or thereafter. 7.4The Pledgee is entitled to have priority in receiving payment by the evaluation or proceeds from the auction or sale of whole or part ofthe Pledged Collateral in accordance with legal procedures until the outstanding Secured Obligation or other monetary obligationspayable by the Pledgor and/or Shengtuo Chengshi Advertisement is fully paid, repaid or otherwise settled. 7.5The Pledgor shall not hinder the Pledgee from disposing the Pledge in accordance with this Agreement and shall give necessaryassistance so that the Pledgee could realize his Pledge. 8.Transfer or Assignment 8.1The Pledgor shall not donate or transfer his rights and obligations herein to any third party without prior written consent from thePledgee. 8.2This Agreement shall be binding upon the Pledgor and his successors and be effective to the Pledgee and his each successor andassignee. 8.3The Pledgee may transfer or assign all Secured Obligations and its right to the Pledge to any third party at any time. In this case, theassignee shall enjoy and undertake the same rights and obligations herein of the Pledgee as if the assignee is a party hereto. When thePledgee transfers or assigns the Secured Obligations and its rights to the Pledge, at the request of the Pledgee, the Pledgor shall executethe relevant agreements and/or documents with respect to such transfer or assignment. 8.4After a change to the Pledgee resulting from a transfer or an assignment, the new parties to the pledge shall re-execute a pledge contract. Equity Interest Pledge Agreement - 13 - 9.TerminationThis Agreement shall not terminate until the Term of the Pledge expires pursuant to Section 3 herein. 10.Force Majeure 10.1If this Agreement is delayed in or prevented from performing in the Event of Force Majeure (“Event of Force Majeure”), only within thelimitation of such delay or prevention, the affected Party is absolved from any liability under this Agreement. Force Majeure, whichincludes acts of governments, acts of nature, fire, explosion, geographic change, flood, earthquake, tide, lightning, war, means anyunforeseen events beyond the prevented Party’s reasonable control and cannot be prevented with reasonable care. However, any shortageof credit, capital or finance shall not be regarded as an event beyond a Party’s reasonable control. The Party affected by Force Majeurewho claims for exemption from performing any obligations under this Agreement or under any Section herein shall notify the other partyof such exemption promptly and advise him/her of the steps to be taken for completion of the performance. 10.2The Party affected by Force Majeure shall not assume any liability under this Agreement. However, subject to the Party affected by ForceMajeure having taken its reasonable and practicable efforts to perform this Agreement, the Party claiming for exemption of the liabilitiesmay only be exempted from performing such liability as within limitation of the part performance delayed or prevented by ForceMajeure. Once causes for such exemption of liabilities are rectified and remedied, both parties agree to resume performance of thisAgreement with their best efforts. Equity Interest Pledge Agreement - 14 - 11.Applicable Law and Dispute Resolution 11.1The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordance with thelaws of the PRC. 11.2The Parties shall strive to settle any dispute arising from the interpretation or performance through friendly consultation. In case nosettlement can be reached through consultation, each party can submit such matter to China International Economic and TradeArbitration Commission (“CIETAC”) for arbitration. The arbitration shall follow the then current rules of CIETAC, and the arbitrationproceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and binding upon theParties. This article shall not be affected by the termination or elimination of this Agreement. 11.3In case of any dispute arising out of the interpretation and performance of this Agreement or any pending arbitration of such dispute,each Party shall continue to perform their obligations under this Agreement, except for the matters in dispute. 12.NoticeAny notice or correspondence, which is given by the Party as stipulated hereunder, shall be in Chinese and English writing and shall be delivered inperson or by registered or prepaid mail or recognized express service, or be transmitted by telex or facsimile to the following addresses: Pledgee : Beijing Cheerbright Technologies Co., Ltd.Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaFax : 010-59857387Tele : 010-59857001Addressee : Lu Min Equity Interest Pledge Agreement - 15 - Pledgor : Beijing Autohome Information Technology Co., Ltd.Address : Room 1001-1005, F/10, Tower B, No. 3 Danling Streedt, Haidian District, Beijing, China.Tel : 010-59857001Fax : 010-59857387Addressee : Lu Min 13.AppendicesThe appendices to this Agreement constitute an integral part of this Agreement. 14.WaiverThe Pledgee’s non-exercise or delay in exercise of any rights, remedies, power or privileges hereunder shall not be deemed as the waiver of suchrights, remedies, power or privileges. Any single or partial exercise of the rights, remedies, power and privileges shall not exclude the Pledgee fromexercising any other rights, remedies, power and privileges. The rights, remedies, power and privileges hereunder are accumulative and shall notexclude the application of any other rights, remedies, power and privileges stipulated by laws. Equity Interest Pledge Agreement - 16 - 15.Miscellaneous 15.1Any amendments, modifications or supplements to this Agreement shall be in writing and come into effect upon being executed andsealed by the Parties hereto. 15.2In case any terms and stipulations in this Agreement are regarded as illegal or can not be performed in accordance with the applicablelaw, such terms and stipulations shall be deemed to ineffective and not enforceable within the scope governed by the applicable law, andthe remaining stipulations will remain effective. 15.3This Agreement, the Services Agreement, the Equity Option Agreement, and the Power of Attorney from the Pledgor to the Pledgee infavor of the Pledgee shall constitute the entire agreement among the parties in respect of the subject matter hereof and shall supersedeany previous discussions, negotiations and agreements related thereto. 15.4This Agreement is prepared in both English and Chinese. This Agreement shall be executed in 2 originals, with 1 original copy for eachparty. Chinese articles shall prevail over English articles in case of any inconsistency. Equity Interest Pledge Agreement - 17 - PLEDGEE: Beijing Cheerbright Technologies Co., Ltd.Company Seal: (seal)PLEDGOR: Beijing Autohome Information Technology Co., Ltd.Company Seal: (seal) Equity Interest Pledge Agreement Exhibit 4.50 Equity Interest Pledge Agreement betweenBeijing Cheerbright Technologies Co., Ltd.andBeijing Autohome Information Technology Co., LtdSeptember 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. Definitions 4 2. Pledge 5 3. Effectiveness of Pledge, Scope and Term 7 4. Representations and Warranties of the Pledgor 8 5. Covenants of the Pledgor 9 6. Events of Default 11 7. Exercise of the Rights of the Pledge 13 8. Transfer or Assignment 13 9. Termination 14 10. Force Majeure 14 11. Applicable Law and Dispute Resolution 15 12. Notice 16 13. Appendices 16 14. Waiver 16 15. Miscellaneous 17 Equity Interest Pledge Agreement - 2 - This Equity Interest Pledge Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong SpecialAdministrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated on September 30, 2016 by andamong the following parties:PLEDGEE: Beijing Cheerbright Technologies Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the laws of thePRC, with its registered address at 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China.andPLEDGOR: Beijing Autohome Information Technology Co., Ltd., a company duly organized and existing under the PRC laws with its legal address atRoom 1001-1005, F/10, Tower B, No.3 Danling Streedt, Haidian District, Beijing 100080, China.(individually a “Party” and collectively the “Parties”)WHEREAS: A.Pledgor is a PRC domestic company, and holds all of the equity interest of Beijing Shengtuo Autohome Advertising Co., Ltd. (“ShengtuoAutohome Advertising”) B.Shengtuo Autohome Advertising is a limited liability company registered in Beijing, which engages in the business fo advertising agency. C.The Pledgee, a wholly foreign-owned company registered in Beijing, PRC, and has been licensed by the relevant PRC government authority tocarry on the business of technology-related research and development, website design, transfer of technology, technology training and consulting,and the sale of its own products. The Pledgee and Shengtuo Autohome Advertising entered into an Exclusive Technical and Consulting ServicesAgreement on September 30, 2016, pursuant to which Shengtuo Autohome Advertising is required to pay service fees (the “Service Fees”) to thePledgee in consideration for the corresponding services to be provided by the Pledgee (the “Services Agreement”). Equity Interest Pledge Agreement - 3 - D.Simultaneous with the execution of this Agreement, the Pledgor has also entered into an Equity Option Agreement with the Pledgee, pursuant towhich the Pledgor grants to the Pledgee an exclusive right to purchase the Equity Interest (as defined below) at any time upon satisfaction ofvarious requirements under PRC law (the “Option Agreement”). E.In order to ensure that (i) the Pledgee collects Service Fees under the Services Agreement from Shengtuo Autohome Advertising, (ii) the Pledgor’sother obligations under the Option Agreement are fulfilled, and (iii) all other debts, monetary liabilities or other payment obligations owed to thePledgee by the Pledgor and/or Shengtuo Autohome Advertising, arising under or in relation to the Services Agreement including, but not limited to,any obligation to pay damages for a breach of any obligation of the Pledgor or Shengtuo Autohome Advertising under the Services Agreement (asapplicable), are paid, the Pledgor is willing to pledge all the Equity Interest (as defined below,) i.e. the 100% equity interest of Shengtuo AutohomeAdvertising, equivalent to a contribution of RMB1,000,000, to the Pledgee as security for the above-mentioned obligations of the Pledgor andShengtuo Autohome Advertising (collectively, the “Secured Obligations”).In order to set forth each Party’s rights and obligations, the Pledgee and the Pledgor through mutual negotiations hereby enter into this Agreement basedupon the following terms: 1.DefinitionsUnless otherwise provided in this Agreement, the following terms shall have the following meanings: 1.1“Pledge” means the full content of Section 2 hereunder. Equity Interest Pledge Agreement - 4 -  1.2“Equity Interest” means all the equity interests in Shengtuo Autohome Advertising held by the Pledgor (including all present and futurerights and benefits based on such equity interests), and any additional equity interests in Shengtuo Autohome Advertising acquired bysuch Pledgor subsequent to the date hereof. For the avoidance of any doubt, on the date hereof, the Pledgor holds a 100% equity interest(equivalent to a contribution of RMB1,000,000) in Shengtuo Autohome Advertising. 1.3“Event of Default” means any event in accordance with Section 6 hereunder. 1.4“Notice of Default” means the notice of default issued by the Pledgee in accordance with this Agreement. 1.5“Effective Date” This Agreement shall be effective upon its being signed by the Parties hereunder. Notwithstanding the foregoing, thePledge (as defined in Section 2.1) shall only come into effect in accordance with Section 3 of this Agreement. 2.Pledge 2.1The Pledgor hereby pledges, and if required, transfers and assigns the Equity Interest to the Pledgee as security for all of the SecuredObligations (the “Pledge”) of an amount up to the Maximum Amount (as defined below), and grant a first priority security interest in allrights, titles and interests that he has or may at any time hereafter acquire in and to the Equity Interest, together with all equity or otherownership interests representing a dividend on the Equity Interest, a distribution or return of capital upon or in respect of such EquityInterest, any subscription, first refusal, pre-emptive or other purchase rights with respect to or arising from such Equity Interest, anyvoting rights with respect to such Equity Interest or any other interest in Shengtuo Autohome Advertising which, by reason of notice orlapse of time or the occurrence of other events, may be converted into a direct equity interest in Shengtuo Autohome Advertising, and allproceeds of the foregoing (collectively, the “Pledged Collateral”). Equity Interest Pledge Agreement - 5 -  2.1.1The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the SecuredObligations shall be a variable and floating valuation until the Settlement Date (as defined below). Therefore, based on thereasonable assessment and evaluation by the Pledgor and the Pledgee of the Secured Obligations and the Pledged Collateral,the Pledgor and the Pledgee mutually acknowledge and agree that the Pledge shall aggregately secure the Secured Obligationsfor a maximum amount of RMB1,000,000 (the “Maximum Amount”) prior to the Settlement Date.The Pledgor and the Pledgee may, taking into account the fluctuation in the monetary value of the Secured Obligations and thePledged Collateral, adjust the Maximum Amount based on mutual agreement by amending and supplementing this Agreement,from time to time, prior to the Settlement Date. 2.1.2Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at avalue of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to thedate of such occurrence (the “Fixed Obligations”): (a)any or all of the Services Agreement or the Option Agreements expires or is terminated pursuant to the stipulationsthereunder; Equity Interest Pledge Agreement - 6 -  (b)the occurrence of an Event of Default pursuant to Section 6 that is not resolved, which results in the Pledgee servinga Notice of Default to the Pledgor pursuant to Section 6.3; (c)the Pledgee reasonably determines (having made due enquiries) that any of the Pledgor and/or Shengtuo AutohomeAdvertising is insolvent or could potentially be made insolvent; or (d)any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC. 2.2For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). Onor after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance withSection 7. 2.3The Pledgee is entitled to collect any and all dividends or other distributions, if any, arising from the Equity Interest during the Term ofthe Pledge (as defined below). 3.Effectiveness of Pledge, Scope and Term 3.1The Pledgor shall, immediately after the execution of this Agreement, register this Agreement and the Pledge hereunder with the StateAdministration for Industry and Commerce of the PRC or its competent local counterpart (the “AIC”). The Pledgor shall deliver to thePledgee a copy of the registration or filing certificate from the AIC within 7 days from the date of submission of the application forregistration of this Agreement and Pledge with the AIC. 3.2The Pledge shall be effective upon the registration of the Pledge with the AIC in accordance with Section 3.1 above. The term of thePledge shall commence on the date when the Pledge is registered with the AIC and shall expire on the earlier of (a) the date on which alloutstanding Secured Obligations are paid in full or otherwise satisfied (as applicable) or (b) the Pledgee enforces the Pledge pursuant tothe terms and conditions hereof, to satisfy its rights under the Secured Obligations and Pledged Collateral in full or (c) the Pledgorcompletes her transfer of the Equity Interest to another party (individual or legal entity) pursuant to the Option Agreement and no longerholds any equity interest in Autohome Information (the “Term of the Pledge”). Equity Interest Pledge Agreement - 7 - 4.Representations and Warranties of the PledgorThe Pledgor hereby makes the following representations and warranties to the Pledgee and confirms that the Pledgee executes this Agreement inreliance on such representations and warranties: 4.1The Pledgor is the legal owner of the Equity Interest that has been registered in his name, and is entitled to create a pledge on suchEquity Interest. 4.2None of the Pledged Collateral or the Pledge will be interfered with by any other pledgee at any time once the Pledgee exercises therights of the Pledge in accordance with this Agreement. 4.3The Pledgee shall be entitled to dispose or assign the Pledge in accordance with the relevant laws and this Agreement. 4.4All necessary authorizations have been obtained for the execution and performance of this Agreement by the Pledgor and the executionand performance of this Agreement by the Pledgor does not violate any applicable laws or regulations. The Pledgor who signs thisAgreement is lawfully and effectively authorized. 4.5The Pledgor warrants that there is no on-going civil, administrative or criminal litigation or administrative punishment or arbitrationrelated to the Equity Interest and is not aware of any such action pending or likely to be pending in the future as of the date of thisAgreement. Equity Interest Pledge Agreement - 8 -  4.6There are no outstanding taxes, fees or undecided legal procedures related to the Equity Interest as of the date of this Agreement. 4.7Each stipulation hereunder is the expression of each Party’s true intention and shall be binding upon all the Parties. 5.Covenants of the Pledgor 5.1The Pledgor covenants to the Pledgee that he shall: 5.1.1not transfer or assign the Equity Interest, or create or permit to be created any pledge, lien, charge, mortgage, encumbrance,option, security or other interest in or over the Equity Interest that has been registered in his name, other than the Pledge createdhereunder and the option granted under the Option Agreement, without the prior written consent from the Pledgee; 5.1.2comply with and implement laws and regulations with respect to the pledge of rights, present to the Pledgee the notices, ordersor suggestions with respect to the Pledge issued or made by the competent authority within 5 days upon receiving such notices,orders or suggestions and take actions in accordance with the reasonable instructions of the Pledgee; and 5.1.3timely notify the Pledgee of any event or any received notice (i) which may affect the Equity Interest or any part of thePledgee’s rights, (ii) which may change the Pledgor’s covenants or obligations under this Agreement or (iii) which may affectthe Pledgor’s performance of his obligations under this Agreement, and take actions in accordance with the reasonableinstructions of the Pledgee. Equity Interest Pledge Agreement - 9 -  5.2The Pledgor covenants that the Pledgee’s right of exercising the Pledge under this Agreement shall not be suspended or hampered by thePledgor or any successor of the Pledgor or any person authorized by the Pledgor. 5.3The Pledgor jointly and severally covenants to the Pledgee that in order to protect or perfect the security over the Secured Obligations,the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to execute all the forms, instruments,agreements (including those required for the registration and de-registration of the Pledge with the AIC), and/or (ii) take actions andcause other parties who have interests in the Pledge to take actions as required by the Pledgee and (iii) allow the Pledgee to exercise therights and authorization vested in the Pledgee under this Agreement. 5.4The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notice and take or cause tobe taken any other action as may be necessary under the laws of the PRC, to perfect the Pledge of the Pledged Collateral, including theAIC registration set forth in Section 3.1. 5.5The Pledgor covenants to the Pledgee that he will comply with and perform all the guarantees, covenants, agreements, representationsand conditions for the benefits of the Pledgee. The Pledgor shall compensate for all the losses suffered by the Pledgee for such Pledgor’sfailure to perform or fully perform his guarantees, covenants, agreements, representations or conditions. Equity Interest Pledge Agreement - 10 - 6.Events of Default 6.1Each of the following shall constitute an Event of Default: 6.1.1Shengtuo Autohome Advertising or the Pledgor fails to make full and timely payment of any amounts due under the SecuredObligations as required under the Services Agreement or Option Agreement, or an event of default as defined and stipulated inthose agreements has occurred and is continuing; 6.1.2the Pledgor makes or has made any inaccurate, incomplete, misleading or untrue representation or warranty under Section 4, oris in violation or breach of any of the representations and warranties under Section 4; 6.1.3the Pledgor breaches any of the covenants under Section 5; 6.1.4the Pledgor breaches any other covenant, undertaking or obligation of the Pledgor set forth herein; 6.1.5the Pledgor is unable to perform its obligations under this Agreement due to the separation or merger of Shengtuo AutohomeAdvertising with other third parties or for any other reason; 6.1.6the Pledgor relinquishes all or any part of the Pledged Collateral or transfers or assigns all or any part of the Pledged Collateralwithout the prior written consent of the Pledgee (except the transfers or assigns permitted under the Option Agreement); 6.1.7any indebtedness, guarantee or other obligation of the Pledgor, whether pursuant to a contract or otherwise, (i) is accelerated asa result of a default thereunder and is required to be repaid or performed prior to the due date; or (ii) has become due and is notrepaid or performed when due which, in the Pledgee’s reasonable view, has materially adversely affected the Pledgor’s ability toperform his obligations under this Agreement; Equity Interest Pledge Agreement - 11 -  6.1.8this Agreement is illegal as a result of any applicable laws or the Pledgor is restricted from continuing to perform hisobligations under this Agreement; 6.1.9any approval, permit, license or authorization from any applicable governmental entity (or registration or filing procedure)required for Shengtuo Autohome Advertising to provide advertising services in the PRC is withdrawn, suspended, invalidatedor materially amended; 6.1.10any approval, permit, license or authorization from any applicable government authority required to perform this Agreement ormake this Agreement enforceable, legal and valid is withdrawn, suspended, invalidated or materially amended; or 6.1.11any property owned by the Pledgor is altered or damaged which, in the Pledgee’s reasonable view, has materially adverselyaffected the Pledgor’s ability to perform his obligations under this Agreement. 6.2The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware or find that any event set forth in Section 6.1 orany event that may result in the foregoing events have occurred or are occurring. 6.3Unless an Event of Default set forth in Section 6.1 has been rectified to the Pledgee’s satisfaction, the Pledgee, at any time the event ofdefault occurs or thereafter, may give a written notice of default to the Pledgor, and require the Pledgor, at the discretion of the Pledgee,to immediately make full payment of the outstanding amounts payable under the Services Agreement, and/or Option Agreements, andother payables, or dispose of the Pledge in accordance with Section 7 herein. Equity Interest Pledge Agreement - 12 - 7.Exercise of the Rights of the Pledge 7.1The Pledgor shall not transfer or assign the Pledge without prior written approval from the Pledgee prior to the full settlement andfulfillment of the Secured Obligations. 7.2The Pledgee shall give a notice of default to the Pledgor when the Pledgee exercises the rights of Pledge. 7.3Subject to Section 6.3, the Pledgee may exercise the right to dispose of the Pledge at any time when the Pledgee gives a notice of defaultin accordance with Section 6.3 or thereafter. 7.4The Pledgee is entitled to have priority in receiving payment by the evaluation or proceeds from the auction or sale of whole or part ofthe Pledged Collateral in accordance with legal procedures until the outstanding Secured Obligation or other monetary obligationspayable by the Pledgor and/or Shengtuo Autohome Advertising is fully paid, repaid or otherwise settled. 7.5The Pledgor shall not hinder the Pledgee from disposing the Pledge in accordance with this Agreement and shall give necessaryassistance so that the Pledgee could realize his Pledge. 8.Transfer or Assignment 8.1The Pledgor shall not donate or transfer his rights and obligations herein to any third party without prior written consent from thePledgee. 8.2This Agreement shall be binding upon the Pledgor and his successors and be effective to the Pledgee and his each successor andassignee. Equity Interest Pledge Agreement - 13 -  8.3The Pledgee may transfer or assign all Secured Obligations and its right to the Pledge to any third party at any time. In this case, theassignee shall enjoy and undertake the same rights and obligations herein of the Pledgee as if the assignee is a party hereto. When thePledgee transfers or assigns the Secured Obligations and its rights to the Pledge, at the request of the Pledgee, the Pledgor shall executethe relevant agreements and/or documents with respect to such transfer or assignment. 8.4After a change to the Pledgee resulting from a transfer or an assignment, the new parties to the pledge shall re-execute a pledge contract. 9.TerminationThis Agreement shall not terminate until the Term of the Pledge expires pursuant to Section 3 herein. 10.Force Majeure 10.1If this Agreement is delayed in or prevented from performing in the Event of Force Majeure (“Event of Force Majeure”), only within thelimitation of such delay or prevention, the affected Party is absolved from any liability under this Agreement. Force Majeure, whichincludes acts of governments, acts of nature, fire, explosion, geographic change, flood, earthquake, tide, lightning, war, means anyunforeseen events beyond the prevented Party’s reasonable control and cannot be prevented with reasonable care. However, any shortageof credit, capital or finance shall not be regarded as an event beyond a Party’s reasonable control. The Party affected by Force Majeurewho claims for exemption from performing any obligations under this Agreement or under any Section herein shall notify the other partyof such exemption promptly and advise him/her of the steps to be taken for completion of the performance. Equity Interest Pledge Agreement - 14 -  10.2The Party affected by Force Majeure shall not assume any liability under this Agreement. However, subject to the Party affected by ForceMajeure having taken its reasonable and practicable efforts to perform this Agreement, the Party claiming for exemption of the liabilitiesmay only be exempted from performing such liability as within limitation of the part performance delayed or prevented by ForceMajeure. Once causes for such exemption of liabilities are rectified and remedied, both parties agree to resume performance of thisAgreement with their best efforts. 11.Applicable Law and Dispute Resolution 11.1The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordance with thelaws of the PRC. 11.2The Parties shall strive to settle any dispute arising from the interpretation or performance through friendly consultation. In case nosettlement can be reached through consultation, each party can submit such matter to China International Economic and TradeArbitration Commission (“CIETAC”) for arbitration. The arbitration shall follow the then current rules of CIETAC, and the arbitrationproceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and binding upon theParties. This article shall not be affected by the termination or elimination of this Agreement. 11.3In case of any dispute arising out of the interpretation and performance of this Agreement or any pending arbitration of such dispute,each Party shall continue to perform their obligations under this Agreement, except for the matters in dispute. Equity Interest Pledge Agreement - 15 - 12.NoticeAny notice or correspondence, which is given by the Party as stipulated hereunder, shall be in Chinese and English writing and shall be delivered inperson or by registered or prepaid mail or recognized express service, or be transmitted by telex or facsimile to the following addresses: Pledgee : Beijing Cheerbright Technologies Co., Ltd.Address : 1010, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaFax : 010-59857387Tele : 010-59857001Addressee : Lu Min Pledgor : Beijing Autohome Information Technology Co., Ltd.Address : Room 1001-1005, F/10, Tower B, No.3 Danling Streedt, Haidian District, Beijing, China.TelFax : 010-59857001010-59857387Addressee : Lu Min 13.AppendicesThe appendices to this Agreement constitute an integral part of this Agreement. 14.WaiverThe Pledgee’s non-exercise or delay in exercise of any rights, remedies, power or privileges hereunder shall not be deemed as the waiver of suchrights, remedies, power or privileges. Any single or partial exercise of the rights, remedies, power and privileges shall not exclude the Pledgee fromexercising any other rights, remedies, power and privileges. The rights, remedies, power and privileges hereunder are accumulative and shall notexclude the application of any other rights, remedies, power and privileges stipulated by laws. Equity Interest Pledge Agreement - 16 - 15.Miscellaneous 15.1Any amendments, modifications or supplements to this Agreement shall be in writing and come into effect upon being executed andsealed by the Parties hereto. 15.2In case any terms and stipulations in this Agreement are regarded as illegal or can not be performed in accordance with the applicablelaw, such terms and stipulations shall be deemed to ineffective and not enforceable within the scope governed by the applicable law, andthe remaining stipulations will remain effective. 15.3This Agreement, the Services Agreement, the Equity Option Agreement, and the Power of Attorney from the Pledgor to the Pledgee infavor of the Pledgee shall constitute the entire agreement among the parties in respect of the subject matter hereof and shall supersedeany previous discussions, negotiations and agreements related thereto. 15.4This Agreement is prepared in both English and Chinese. This Agreement shall be executed in 2 originals, with 1 original copy for eachparty. Chinese articles shall prevail over English articles in case of any inconsistency. Equity Interest Pledge Agreement - 17 - PLEDGEE: Beijing Cheerbright Technologies Co., Ltd.Company Seal: (seal)PLEDGOR: Beijing Autohome Information Technology Co., Ltd.Company Seal: (seal) Equity Interest Pledge Agreement Exhibit 4.51 Equity Interest Pledge Agreement betweenBeijing Chezhiying Technologies Co., Ltd.andBeijing Shengtuo Hongyuan Information Technology Co., Ltd.September 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. Definitions 5 2. Pledge 6 3. Effectiveness of Pledge, Scope and Term 8 4. Representations and Warranties of the Pledgor 8 5. Covenants of the Pledgor 9 6. Events of Default 11 7. Exercise of the Rights of the Pledge 13 8. Transfer or Assignment 14 9. Termination 15 10. Force Majeure 15 11. Applicable Law and Dispute Resolution 16 12. Notice 17 13. Appendices 17 14. Waiver 18 15. Miscellaneous 18 Equity Interest Pledge Agreement - 2 - This Equity Interest Pledge Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong SpecialAdministrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated on September 30, 2016 by andamong the following parties:PLEDGEE: Beijing Chezhiying Technologies Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the laws of thePRC, with its registered address at Room1117, F/11, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China.andPLEDGOR: Beijing Shengtuo Hongyuan Information Technology Co., Ltd., a limited liability company duly incorporated and validly existing under thelaws of the PRC,with its registered address at Room 1005, F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China.(individually a “Party” and collectively the “Parties”)WHEREAS: A.Pledgor is a PRC limited company, and holds all of the equity interest of Beijing Autohome Used Car Brokerage Co., Ltd. (“AutohomeBrokerage”) B.Autohome Brokerage is a limited liability company registered in Beijing, which engages in the business of used vehicle brokerage. Equity Interest Pledge Agreement - 3 - C.The pledgee, a wholly foreign-owned company registered in Beijing, PRC, and has been licensed by the relevant PRC government authority tocarry on the business of internet technology development, technology promotion, technology transfer, technology consulting, technology service;computer system integration; trading consulting; business information consulting. The Pledgee and Autohome Brokerage entered into an ExclusiveTechnical and Consulting Services Agreement on September 30, 2016, pursuant to which Autohome Brokerage is required to pay service fees(the“Service Fees”) to the Pledgee in consideration for the corresponding services to be provided by the Pledgee (the “Services Agreement”) . D.Simultaneous with the execution of this Agreement, the Pledgor has also entered into an Equity Option Agreement with the Pledgee, pursuant towhich the Pledgor grants to the Pledgee an exclusive right to purchase the Equity Interest (as defined below) at any time upon satisfaction ofvarious requirements under PRC law (the “Option Agreement”). E.In order to ensure that (i) the Pledgor collects Service Fees under the Services Agreement from Autohome Brokerage; (ii) the Pledgor’s otherobligations under the Option Agreement are fulfilled, and (iii) all other debts, monetary liabilities or other payment obligations owed to the Pledgeeby the Pledgor and/or Autohome Brokerage, arising under or in relation to the Services Agreement including, but not limited to, any obligation topay damages for a breach of any obligation of the Pledgor or Autohome Brokerage under the Services Agreement, are paid, the Pledgor is willing topledge all the Equity Interest (as defined below,) i.e. the 100% equity interest of Autohome Brokerage, equivalent to a contribution of RMB2,000,000 to the Pledgee as security for the above-mentioned obligations of the Pledgor and Autohome Brokerage (collectively, the “SecuredObligations”). Equity Interest Pledge Agreement - 4 - In order to set forth each Party’s rights and obligations, the Pledgee and the Pledgor through mutual negotiations hereby enter into this Agreement basedupon the following terms: 1.DefinitionsUnless otherwise provided in this Agreement, the following terms shall have the following meanings: 1.1“Pledge” means the full content of Section 2 hereunder. 1.2“Equity Interest” means all the equity interests in Autohome Brokerage held by the Pledgor (including all present and future rights andbenefits based on such equity interests), and any additional equity interests in Autohome Brokerage acquired by such Pledgorsubsequent to the date hereof. For the avoidance of any doubt, on the date hereof, the Pledgor holds a 100% equity interest (equivalentto a contribution of RMB2,000,000) in Autohome Brokerage. 1.3“Event of Default” means any event in accordance with Section 6 hereunder. 1.4“Notice of Default” means the notice of default issued by the Pledgee in accordance with this Agreement. 1.5“Effective Date” This Agreement shall be effective upon its being signed by the Parties hereunder. Notwithstanding the foregoing, thePledge (as defined in Section 2.1) shall only come into effect in accordance with Section 3 of this Agreement. Equity Interest Pledge Agreement - 5 - 2.Pledge 2.1The Pledgor hereby pledges, and if required, transfers and assigns the Equity Interest to the Pledgee as security for all of the SecuredObligations (the “Pledge”) of an amount up to the Maximum Amount (as defined below), and grant a first priority security interest in allrights, titles and interests that he has or may at any time hereafter acquire in and to the Equity Interest, together with all equity or otherownership interests representing a dividend on the Equity Interest, a distribution or return of capital upon or in respect of such EquityInterest, any subscription, first refusal, pre-emptive or other purchase rights with respect to or arising from such Equity Interest, anyvoting rights with respect to such Equity Interest or any other interest in Autohome Brokerage which, by reason of notice or lapse of timeor the occurrence of other events, may be converted into a direct equity interest in Autohome Brokerage, and all proceeds of theforegoing (collectively, the “Pledged Collateral”). 2.1.1The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the SecuredObligations shall be a variable and floating valuation until the Settlement Date (as defined below). Therefore, based on thereasonable assessment and evaluation by the Pledgor and the Pledgee of the Secured Obligations and the Pledged Collateral,the Pledgor and the Pledgee mutually acknowledge and agree that the Pledge shall aggregately secure the Secured Obligationsfor a maximum amount of RMB 2,000,000 (the “Maximum Amount”) prior to the Settlement Date.The Pledgor and the Pledgee may, taking into account the fluctuation in the monetary value of the Secured Obligations and thePledged Collateral, adjust the Maximum Amount based on mutual agreement by amending and supplementing this Agreement,from time to time, prior to the Settlement Date. Equity Interest Pledge Agreement - 6 -  2.1.2Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at avalue of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to thedate of such occurrence (the “Fixed Obligations”): (a)any or all of the Services Agreement or the Option Agreements expires or is terminated pursuant to the stipulationsthereunder; (b)the occurrence of an Event of Default pursuant to Section 6 that is not resolved, which results in the Pledgee servinga Notice of Default to the Pledgor pursuant to Section 6.3; (c)the Pledgee reasonably determines (having made due enquiries) that any of the Pledgor and/or Autohome Brokerageis insolvent or could potentially be made insolvent; or (d)any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC. 2.2For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). Onor after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance withSection 7. 2.3The Pledgee is entitled to collect any and all dividends or other distributions, if any, arising from the Equity Interest during the Term ofthe Pledge (as defined below). Equity Interest Pledge Agreement - 7 - 3.Effectiveness of Pledge, Scope and Term 3.1The Pledgor shall, immediately after the execution of this Agreement, register this Agreement and the Pledge hereunder with the StateAdministration for Industry and Commerce of the PRC or its competent local counterpart (the “AIC”). The Pledgor shall deliver to thePledgee a copy of the registration or filing certificate from the AIC within 7 days from the date of submission of the application forregistration of this Agreement and Pledge with the AIC. 3.2The Pledge shall be effective upon the registration of the Pledge with the AIC in accordance with Section 3.1 above. The term of thePledge shall commence on the date when the Pledge is registered with the AIC and shall expire on the earlier of (a) the date on which alloutstanding Secured Obligations are paid in full or otherwise satisfied (as applicable) or (b) the Pledgee enforces the Pledge pursuant tothe terms and conditions hereof, to satisfy its rights under the Secured Obligations and Pledged Collateral in full or (c) the Pledgorcompletes her transfer of the Equity Interest to another party (individual or legal entity) pursuant to the Option Agreement and no longerholds any equity interest in Autohome Brokerage (the “Term of the Pledge”). 4.Representations and Warranties of the PledgorThe Pledgor hereby makes the following representations and warranties to the Pledgee and confirms that the Pledgee executes this Agreement inreliance on such representations and warranties: 4.1The Pledgor is the legal owner of the Equity Interest that has been registered in his name, and is entitled to create a pledge on suchEquity Interest. 4.2None of the Pledged Collateral or the Pledge will be interfered with by any other pledgee at any time once the Pledgee exercises therights of the Pledge in accordance with this Agreement. Equity Interest Pledge Agreement - 8 -  4.3The Pledgee shall be entitled to dispose or assign the Pledge in accordance with the relevant laws and this Agreement. 4.4All necessary authorizations have been obtained for the execution and performance of this Agreement by the Pledgor and the executionand performance of this Agreement by the Pledgor does not violate any applicable laws or regulations. The Pledgor who signs thisAgreement is lawfully and effectively authorized. 4.5The Pledgor warrants that there is no on-going civil, administrative or criminal litigation or administrative punishment or arbitrationrelated to the Equity Interest and is not aware of any such action pending or likely to be pending in the future as of the date of thisAgreement. 4.6There are no outstanding taxes, fees or undecided legal procedures related to the Equity Interest as of the date of this Agreement. 4.7Each stipulation hereunder is the expression of each Party’s true intention and shall be binding upon all the Parties. 5.Covenants of the Pledgor 5.1The Pledgor covenants to the Pledgee that he shall: 5.1.1not transfer or assign the Equity Interest, or create or permit to be created any pledge, lien, charge, mortgage, encumbrance,option, security or other interest in or over the Equity Interest that has been registered in his name, other than the Pledge createdhereunder and the option granted under the Option Agreement, without the prior written consent from the Pledgee; Equity Interest Pledge Agreement - 9 -  5.1.2comply with and implement laws and regulations with respect to the pledge of rights, present to the Pledgee the notices, ordersor suggestions with respect to the Pledge issued or made by the competent authority within 5 days upon receiving such notices,orders or suggestions and take actions in accordance with the reasonable instructions of the Pledgee; and 5.1.3timely notify the Pledgee of any event or any received notice (i) which may affect the Equity Interest or any part of thePledgee’s rights, (ii) which may change the Pledgor’s covenants or obligations under this Agreement or (iii) which may affectthe Pledgor’s performance of his obligations under this Agreement, and take actions in accordance with the reasonableinstructions of the Pledgee. 5.2The Pledgor covenants that the Pledgee’s right of exercising the Pledge under this Agreement shall not be suspended or hampered by thePledgor or any successor of the Pledgor or any person authorized by the Pledgor. 5.3The Pledgor jointly and severally covenants to the Pledgee that in order to protect or perfect the security over the Secured Obligations,the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to execute all the forms, instruments,agreements (including those required for the registration and de-registration of the Pledge with the AIC), and/or (ii) take actions andcause other parties who have interests in the Pledge to take actions as required by the Pledgee and (iii) allow the Pledgee to exercise therights and authorization vested in the Pledgee under this Agreement. Equity Interest Pledge Agreement - 10 -  5.4The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notice and take or cause tobe taken any other action as may be necessary under the laws of the PRC, to perfect the Pledge of the Pledged Collateral, including theAIC registration set forth in Section 3.1. 5.5The Pledgor covenants to the Pledgee that he will comply with and perform all the guarantees, covenants, agreements, representationsand conditions for the benefits of the Pledgee. The Pledgor shall compensate for all the losses suffered by the Pledgee for such Pledgor’sfailure to perform or fully perform his guarantees, covenants, agreements, representations or conditions. 6.Events of Default 6.1Each of the following shall constitute an Event of Default: 6.1.1Autohome Brokerage or the Pledgor fails to make full and timely payment of any amounts due under the Secured Obligationsas required under the Services Agreement or Option Agreement, or an event of default as defined and stipulated in thoseagreements has occurred and is continuing; 6.1.2the Pledgor makes or has made any inaccurate, incomplete, misleading or untrue representation or warranty under Section 4, oris in violation or breach of any of the representations and warranties under Section 4; Equity Interest Pledge Agreement - 11 -  6.1.3the Pledgor breaches any of the covenants under Section 5; 6.1.4the Pledgor breaches any other covenant, undertaking or obligation of the Pledgor set forth herein; 6.1.5the Pledgor is unable to perform its obligations under this Agreement due to the separation or merger of Autohome Brokeragewith other third parties or for any other reason; 6.1.6the Pledgor relinquishes all or any part of the Pledged Collateral or transfers or assigns all or any part of the Pledged Collateralwithout the prior written consent of the Pledgee (except the transfers or assigns permitted under the Option Agreement); 6.1.7any indebtedness, guarantee or other obligation of the Pledgor, whether pursuant to a contract or otherwise, (i) is accelerated asa result of a default thereunder and is required to be repaid or performed prior to the due date; or (ii) has become due and is notrepaid or performed when due which, in the Pledgee’s reasonable view, has materially adversely affected the Pledgor’s ability toperform his obligations under this Agreement; 6.1.8this Agreement is illegal as a result of any applicable laws or the Pledgor is restricted from continuing to perform hisobligations under this Agreement; 6.1.9any approval, permit, license or authorization from any applicable governmental entity (or registration or filing procedure)required for Autohome Brokerage to provide used car appraisal service in the PRC is withdrawn, suspended, invalidated ormaterially amended; Equity Interest Pledge Agreement - 12 -  6.1.10any approval, permit, license or authorization from any applicable government authority required to perform this Agreement ormake this Agreement enforceable, legal and valid is withdrawn, suspended, invalidated or materially amended; or 6.1.11any property owned by the Pledgor is altered or damaged which, in the Pledgee’s reasonable view, has materially adverselyaffected the Pledgor’s ability to perform his obligations under this Agreement. 6.2The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware or find that any event set forth in Section 6.1 orany event that may result in the foregoing events have occurred or are occurring. 6.3Unless an Event of Default set forth in Section 6.1 has been rectified to the Pledgee’s satisfaction, the Pledgee, at any time the event ofdefault occurs or thereafter, may give a written notice of default to the Pledgor, and require the Pledgor, at the discretion of the Pledgee,to immediately make full payment of the outstanding amounts payable under the Services Agreement, and/or Option Agreements, andother payables, or dispose of the Pledge in accordance with Section 7 herein. 7.Exercise of the Rights of the Pledge 7.1The Pledgor shall not transfer or assign the Pledge without prior written approval from the Pledgee prior to the full settlement andfulfillment of the Secured Obligations. Equity Interest Pledge Agreement - 13 -  7.2The Pledgee shall give a notice of default to the Pledgor when the Pledgee exercises the rights of Pledge. 7.3Subject to Section 6.3, the Pledgee may exercise the right to dispose of the Pledge at any time when the Pledgee gives a notice of defaultin accordance with Section 6.3 or thereafter. 7.4The Pledgee is entitled to have priority in receiving payment by the evaluation or proceeds from the auction or sale of whole or part ofthe Pledged Collateral in accordance with legal procedures until the outstanding Secured Obligation or other monetary obligationspayable by the Pledgor and/or Autohome Brokerage is fully paid, repaid or otherwise settled. 7.5The Pledgor shall not hinder the Pledgee from disposing the Pledge in accordance with this Agreement and shall give necessaryassistance so that the Pledgee could realize his Pledge. 8.Transfer or Assignment 8.1The Pledgor shall not donate or transfer his rights and obligations herein to any third party without prior written consent from thePledgee. 8.2This Agreement shall be binding upon the Pledgor and his successors and be effective to the Pledgee and his each successor andassignee. 8.3The Pledgee may transfer or assign all Secured Obligations and its right to the Pledge to any third party at any time. In this case, theassignee shall enjoy and undertake the same rights and obligations herein of the Pledgee as if the assignee is a party hereto. When thePledgee transfers or assigns the Secured Obligations and its rights to the Pledge, at the request of the Pledgee, the Pledgor shall executethe relevant agreements and/or documents with respect to such transfer or assignment. 8.4After a change to the Pledgee resulting from a transfer or an assignment, the new parties to the pledge shall re-execute a pledge contract. Equity Interest Pledge Agreement - 14 - 9.TerminationThis Agreement shall not terminate until the Term of the Pledge expires pursuant to Section 3 herein. 10.Force Majeure 10.1If this Agreement is delayed in or prevented from performing in the Event of Force Majeure (“Event of Force Majeure”), only within thelimitation of such delay or prevention, the affected Party is absolved from any liability under this Agreement. Force Majeure, whichincludes acts of governments, acts of nature, fire, explosion, geographic change, flood, earthquake, tide, lightning, war, means anyunforeseen events beyond the prevented Party’s reasonable control and cannot be prevented with reasonable care. However, any shortageof credit, capital or finance shall not be regarded as an event beyond a Party’s reasonable control. The Party affected by Force Majeurewho claims for exemption from performing any obligations under this Agreement or under any Section herein shall notify the other partyof such exemption promptly and advise him/her of the steps to be taken for completion of the performance. Equity Interest Pledge Agreement - 15 -  10.2The Party affected by Force Majeure shall not assume any liability under this Agreement. However, subject to the Party affected by ForceMajeure having taken its reasonable and practicable efforts to perform this Agreement, the Party claiming for exemption of the liabilitiesmay only be exempted from performing such liability as within limitation of the part performance delayed or prevented by ForceMajeure. Once causes for such exemption of liabilities are rectified and remedied, both parties agree to resume performance of thisAgreement with their best efforts. 11.Applicable Law and Dispute Resolution 11.1The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordance with thelaws of the PRC. 11.2The Parties shall strive to settle any dispute arising from the interpretation or performance through friendly consultation. In case nosettlement can be reached through consultation, each party can submit such matter to China International Economic and TradeArbitration Commission (“CIETAC”) for arbitration. The arbitration shall follow the then current rules of CIETAC, and the arbitrationproceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and binding upon theParties. This article shall not be affected by the termination or elimination of this Agreement. 11.3In case of any dispute arising out of the interpretation and performance of this Agreement or any pending arbitration of such dispute,each Party shall continue to perform their obligations under this Agreement, except for the matters in dispute. Equity Interest Pledge Agreement - 16 - 12.NoticeAny notice or correspondence, which is given by the Party as stipulated hereunder, shall be in Chinese and English writing and shall be delivered inperson or by registered or prepaid mail or recognized express service, or be transmitted by telex or facsimile to the following addresses: Pledgee: Beijing Chezhiying Technologies Co., Ltd.Address: 1117, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaFax: 010-59857387Tel: 010-59857001Addressee: Lu Min Address: Room 1005, F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China.Tel:Fax: 010-59857387010-59857001Addressee: Lu Min 13.AppendicesThe appendices to this Agreement constitute an integral part of this Agreement. Equity Interest Pledge Agreement - 17 - 14.WaiverThe Pledgee’s non-exercise or delay in exercise of any rights, remedies, power or privileges hereunder shall not be deemed as the waiver of suchrights, remedies, power or privileges. Any single or partial exercise of the rights, remedies, power and privileges shall not exclude the Pledgee fromexercising any other rights, remedies, power and privileges. The rights, remedies, power and privileges hereunder are accumulative and shall notexclude the application of any other rights, remedies, power and privileges stipulated by laws. 15.Miscellaneous 15.1Any amendments, modifications or supplements to this Agreement shall be in writing and come into effect upon being executed andsealed by the Parties hereto. 15.2In case any terms and stipulations in this Agreement are regarded as illegal or can not be performed in accordance with the applicablelaw, such terms and stipulations shall be deemed to ineffective and not enforceable within the scope governed by the applicable law, andthe remaining stipulations will remain effective. 15.3This Agreement, the Services Agreement, the Equity Option Agreement, and the Power of Attorney from the Pledgor to the Pledgee infavor of the Pledgee shall constitute the entire agreement among the parties in respect of the subject matter hereof and shall supersedeany previous discussions, negotiations and agreements related thereto. 15.4This Agreement is prepared in both English and Chinese. This Agreement shall be executed in 2 originals, with 1 original copy for eachparty. Chinese articles shall prevail over English articles in case of any inconsistency. Equity Interest Pledge Agreement - 18 - PLEDGEE: Beijing Chezhiying Technologies Co., Ltd.Company Seal: (seal)PLEDGOR: Beijing Shengtuo Hongyuan Information Technology Co., Ltd.Company Seal: (seal) Equity Interest Pledge Agreement Exhibit 4.52 Equity Interest Pledge Agreement betweenBeijing Chezhiying Technologies Co., Ltd.andBeijing Shengtuo Hongyuan Information Technology Co., Ltd.September 30, 2016TABLE OF CONTENTS ARTICLE PAGE 1. Definitions 5 2. Pledge 6 3. Effectiveness of Pledge, Scope and Term 8 4. Representations and Warranties of the Pledgor 8 5. Covenants of the Pledgor 9 6. Events of Default 11 7. Exercise of the Rights of the Pledge 13 8. Transfer or Assignment 14 9. Termination 15 10. Force Majeure 15 11. Applicable Law and Dispute Resolution 16 12. Notice 17 13. Appendices 17 14. Waiver 18 15. Miscellaneous 18 Equity Interest Pledge Agreement - 2 - This Equity Interest Pledge Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong SpecialAdministrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated on September 30, 2016 by andamong the following parties:PLEDGEE: Beijing Chezhiying Technologies Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the laws of thePRC, with its registered address at Room1117, F/11, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China.andPLEDGOR: Beijing Shengtuo Hongyuan Information Technology Co., Ltd., a limited liability company duly incorporated and validly existing under thelaws of the PRC,with its registered address at Room 1005, F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China.(individually a “Party” and collectively the “Parties”)WHEREAS: A.Pledgor is a PRC limited company, and holds all of the equity interest of Beijing Autohome Used Car Appraisal Co.,Ltd.(“Bixinxing”) B.Bixinxing is a limited liability company registered in Beijing, which engages in the business of used car appraisal services. Equity Interest Pledge Agreement - 3 - C.The pledgee, a wholly foreign-owned company registered in Beijing,PRC, and has been licensed by the relevant PRC government authority to carryon the business of internet technology development, technology promotion, technology transfer, technology consulting, technology service;computer system integration; trading consulting; business information consulting. The Pledgee and Bixinxing entered into an Exclusive Technicaland Consulting Services Agreement on September 30, 2016, pursuant to which Bixinxing is required to pay service fees(the “Service Fees”) to thePledgee in consideration for the corresponding services to be provided by the Pledgee (the “Services Agreement”) . D.Simultaneous with the execution of this Agreement, the Pledgor has also entered into an Equity Option Agreement with the Pledgee, pursuant towhich the Pledgor grants to the Pledgee an exclusive right to purchase the Equity Interest (as defined below) at any time upon satisfaction ofvarious requirements under PRC law (the “Option Agreement”). E.In order to ensure that (i) the Pledgor collects Service Fees under the Services Agreement from Bixinxing; (ii) the Pledgor’s other obligations underthe Option Agreement are fulfilled, and (iii) all other debts, monetary liabilities or other payment obligations owed to the Pledgee by the Pledgorand/or Bixinxing, arising under or in relation to the Services Agreement including, but not limited to, any obligation to pay damages for a breach ofany obligation of the Pledgor or Bixinxing under the Services Agreement, are paid, the Pledgor is willing to pledge all the Equity Interest (asdefined below,) i.e. the 100% equity interest of Bixinxing, equivalent to a contribution of RMB 2,000,000 to the Pledgee as security for the above-mentioned obligations of the Pledgor and Bixinxing (collectively, the “Secured Obligations”). Equity Interest Pledge Agreement - 4 - In order to set forth each Party’s rights and obligations, the Pledgee and the Pledgor through mutual negotiations hereby enter into this Agreement basedupon the following terms: 1.DefinitionsUnless otherwise provided in this Agreement, the following terms shall have the following meanings: 1.1“Pledge” means the full content of Section 2 hereunder. 1.2“Equity Interest” means all the equity interests in Bixinxing held by the Pledgor (including all present and future rights and benefitsbased on such equity interests), and any additional equity interests in Bixinxing acquired by such Pledgor subsequent to the date hereof.For the avoidance of any doubt, on the date hereof, the Pledgor holds a 100% equity interest (equivalent to a contribution ofRMB2,000,000) in Bixinxing. 1.3“Event of Default” means any event in accordance with Section 6 hereunder. 1.4“Notice of Default” means the notice of default issued by the Pledgee in accordance with this Agreement. 1.5“Effective Date” This Agreement shall be effective upon its being signed by the Parties hereunder. Notwithstanding the foregoing, thePledge (as defined in Section 2.1) shall only come into effect in accordance with Section 3 of this Agreement. Equity Interest Pledge Agreement - 5 - 2.Pledge 2.1The Pledgor hereby pledges, and if required, transfers and assigns the Equity Interest to the Pledgee as security for all of the SecuredObligations (the “Pledge”) of an amount up to the Maximum Amount (as defined below), and grant a first priority security interest in allrights, titles and interests that he has or may at any time hereafter acquire in and to the Equity Interest, together with all equity or otherownership interests representing a dividend on the Equity Interest, a distribution or return of capital upon or in respect of such EquityInterest, any subscription, first refusal, pre-emptive or other purchase rights with respect to or arising from such Equity Interest, anyvoting rights with respect to such Equity Interest or any other interest in Bixinxing which, by reason of notice or lapse of time or theoccurrence of other events, may be converted into a direct equity interest in Bixinxing, and all proceeds of the foregoing (collectively,the “Pledged Collateral”). 2.1.1The Parties understand and agree that the monetary valuation arising from, relating to or in connection with the SecuredObligations shall be a variable and floating valuation until the Settlement Date (as defined below). Therefore, based on thereasonable assessment and evaluation by the Pledgor and the Pledgee of the Secured Obligations and the Pledged Collateral,the Pledgor and the Pledgee mutually acknowledge and agree that the Pledge shall aggregately secure the Secured Obligationsfor a maximum amount of RMB 2,000,000 (the “Maximum Amount”) prior to the Settlement Date.The Pledgor and the Pledgee may, taking into account the fluctuation in the monetary value of the Secured Obligations and thePledged Collateral, adjust the Maximum Amount based on mutual agreement by amending and supplementing this Agreement,from time to time, prior to the Settlement Date. Equity Interest Pledge Agreement - 6 -  2.1.2Upon the occurrence of any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at avalue of the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to thedate of such occurrence (the “Fixed Obligations”): (a)any or all of the Services Agreement or the Option Agreements expires or is terminated pursuant to the stipulationsthereunder; (b)the occurrence of an Event of Default pursuant to Section 6 that is not resolved, which results in the Pledgee servinga Notice of Default to the Pledgor pursuant to Section 6.3; (c)the Pledgee reasonably determines (having made due enquiries) that any of the Pledgor and/or Bixinxing isinsolvent or could potentially be made insolvent; or (d)any other event that requires the settlement of the Secured Obligations in accordance with relevant laws of the PRC. 2.2For the avoidance of doubt, the day of the occurrence of an Event of Settlement shall be the settlement date (the “Settlement Date”). Onor after the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance withSection 7. 2.3The Pledgee is entitled to collect any and all dividends or other distributions, if any, arising from the Equity Interest during the Term ofthe Pledge (as defined below). Equity Interest Pledge Agreement - 7 - 3.Effectiveness of Pledge, Scope and Term 3.1The Pledgor shall, immediately after the execution of this Agreement, register this Agreement and the Pledge hereunder with the StateAdministration for Industry and Commerce of the PRC or its competent local counterpart (the “AIC”). The Pledgor shall deliver to thePledgee a copy of the registration or filing certificate from the AIC within 7 days from the date of submission of the application forregistration of this Agreement and Pledge with the AIC. 3.2The Pledge shall be effective upon the registration of the Pledge with the AIC in accordance with Section 3.1 above. The term of thePledge shall commence on the date when the Pledge is registered with the AIC and shall expire on the earlier of (a) the date on which alloutstanding Secured Obligations are paid in full or otherwise satisfied (as applicable) or (b) the Pledgee enforces the Pledge pursuant tothe terms and conditions hereof, to satisfy its rights under the Secured Obligations and Pledged Collateral in full or (c) the Pledgorcompletes her transfer of the Equity Interest to another party (individual or legal entity) pursuant to the Option Agreement and no longerholds any equity interest in Bixinxing (the “Term of the Pledge”). 4.Representations and Warranties of the PledgorThe Pledgor hereby makes the following representations and warranties to the Pledgee and confirms that the Pledgee executes this Agreement inreliance on such representations and warranties: 4.1The Pledgor is the legal owner of the Equity Interest that has been registered in his name, and is entitled to create a pledge on suchEquity Interest. 4.2None of the Pledged Collateral or the Pledge will be interfered with by any other pledgee at any time once the Pledgee exercises therights of the Pledge in accordance with this Agreement. Equity Interest Pledge Agreement - 8 -  4.3The Pledgee shall be entitled to dispose or assign the Pledge in accordance with the relevant laws and this Agreement. 4.4All necessary authorizations have been obtained for the execution and performance of this Agreement by the Pledgor and the executionand performance of this Agreement by the Pledgor does not violate any applicable laws or regulations. The Pledgor who signs thisAgreement is lawfully and effectively authorized. 4.5The Pledgor warrants that there is no on-going civil, administrative or criminal litigation or administrative punishment or arbitrationrelated to the Equity Interest and is not aware of any such action pending or likely to be pending in the future as of the date of thisAgreement. 4.6There are no outstanding taxes, fees or undecided legal procedures related to the Equity Interest as of the date of this Agreement. 4.7Each stipulation hereunder is the expression of each Party’s true intention and shall be binding upon all the Parties. 5.Covenants of the Pledgor 5.1The Pledgor covenants to the Pledgee that he shall: 5.1.1not transfer or assign the Equity Interest, or create or permit to be created any pledge, lien, charge, mortgage, encumbrance,option, security or other interest in or over the Equity Interest that has been registered in his name, other than the Pledge createdhereunder and the option granted under the Option Agreement, without the prior written consent from the Pledgee; Equity Interest Pledge Agreement - 9 -  5.1.2comply with and implement laws and regulations with respect to the pledge of rights, present to the Pledgee the notices, ordersor suggestions with respect to the Pledge issued or made by the competent authority within 5 days upon receiving such notices,orders or suggestions and take actions in accordance with the reasonable instructions of the Pledgee; and 5.1.3timely notify the Pledgee of any event or any received notice (i) which may affect the Equity Interest or any part of thePledgee’s rights, (ii) which may change the Pledgor’s covenants or obligations under this Agreement or (iii) which may affectthe Pledgor’s performance of his obligations under this Agreement, and take actions in accordance with the reasonableinstructions of the Pledgee. 5.2The Pledgor covenants that the Pledgee’s right of exercising the Pledge under this Agreement shall not be suspended or hampered by thePledgor or any successor of the Pledgor or any person authorized by the Pledgor. 5.3The Pledgor jointly and severally covenants to the Pledgee that in order to protect or perfect the security over the Secured Obligations,the Pledgor shall (i) execute in good faith and cause other parties who have interests in the Pledge to execute all the forms, instruments,agreements (including those required for the registration and de-registration of the Pledge with the AIC), and/or (ii) take actions andcause other parties who have interests in the Pledge to take actions as required by the Pledgee and (iii) allow the Pledgee to exercise therights and authorization vested in the Pledgee under this Agreement. Equity Interest Pledge Agreement - 10 -  5.4The Pledgor agrees to promptly make or cause to be made any filings or records, give or cause to be given any notice and take or cause tobe taken any other action as may be necessary under the laws of the PRC, to perfect the Pledge of the Pledged Collateral, including theAIC registration set forth in Section 3.1. 5.5The Pledgor covenants to the Pledgee that he will comply with and perform all the guarantees, covenants, agreements, representationsand conditions for the benefits of the Pledgee. The Pledgor shall compensate for all the losses suffered by the Pledgee for such Pledgor’sfailure to perform or fully perform his guarantees, covenants, agreements, representations or conditions. 6.Events of Default 6.1Each of the following shall constitute an Event of Default: 6.1.1Bixinxing or the Pledgor fails to make full and timely payment of any amounts due under the Secured Obligations as requiredunder the Services Agreement or Option Agreement, or an event of default as defined and stipulated in those agreements hasoccurred and is continuing; 6.1.2the Pledgor makes or has made any inaccurate, incomplete, misleading or untrue representation or warranty under Section 4, oris in violation or breach of any of the representations and warranties under Section 4; 6.1.3the Pledgor breaches any of the covenants under Section 5; Equity Interest Pledge Agreement - 11 -  6.1.4the Pledgor breaches any other covenant, undertaking or obligation of the Pledgor set forth herein; 6.1.5the Pledgor is unable to perform its obligations under this Agreement due to the separation or merger of Bixinxing with otherthird parties or for any other reason; 6.1.6the Pledgor relinquishes all or any part of the Pledged Collateral or transfers or assigns all or any part of the Pledged Collateralwithout the prior written consent of the Pledgee (except the transfers or assigns permitted under the Option Agreement); 6.1.7any indebtedness, guarantee or other obligation of the Pledgor, whether pursuant to a contract or otherwise, (i) is accelerated asa result of a default thereunder and is required to be repaid or performed prior to the due date; or (ii) has become due and is notrepaid or performed when due which, in the Pledgee’s reasonable view, has materially adversely affected the Pledgor’s ability toperform his obligations under this Agreement; 6.1.8this Agreement is illegal as a result of any applicable laws or the Pledgor is restricted from continuing to perform hisobligations under this Agreement; 6.1.9any approval, permit, license or authorization from any applicable governmental entity (or registration or filing procedure)required for Bixinxing to provide used car appraisal service in the PRC is withdrawn, suspended, invalidated or materiallyamended; Equity Interest Pledge Agreement - 12 -  6.1.10any approval, permit, license or authorization from any applicable government authority required to perform this Agreement ormake this Agreement enforceable, legal and valid is withdrawn, suspended, invalidated or materially amended; or 6.1.11any property owned by the Pledgor is altered or damaged which, in the Pledgee’s reasonable view, has materially adverselyaffected the Pledgor’s ability to perform his obligations under this Agreement. 6.2The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware or find that any event set forth in Section 6.1 orany event that may result in the foregoing events have occurred or are occurring. 6.3Unless an Event of Default set forth in Section 6.1 has been rectified to the Pledgee’s satisfaction, the Pledgee, at any time the event ofdefault occurs or thereafter, may give a written notice of default to the Pledgor, and require the Pledgor, at the discretion of the Pledgee,to immediately make full payment of the outstanding amounts payable under the Services Agreement, and/or Option Agreements, andother payables, or dispose of the Pledge in accordance with Section 7 herein. 7.Exercise of the Rights of the Pledge 7.1The Pledgor shall not transfer or assign the Pledge without prior written approval from the Pledgee prior to the full settlement andfulfillment of the Secured Obligations. 7.2The Pledgee shall give a notice of default to the Pledgor when the Pledgee exercises the rights of Pledge. Equity Interest Pledge Agreement - 13 -  7.3Subject to Section 6.3, the Pledgee may exercise the right to dispose of the Pledge at any time when the Pledgee gives a notice of defaultin accordance with Section 6.3 or thereafter. 7.4The Pledgee is entitled to have priority in receiving payment by the evaluation or proceeds from the auction or sale of whole or part ofthe Pledged Collateral in accordance with legal procedures until the outstanding Secured Obligation or other monetary obligationspayable by the Pledgor and/or Bixinxing is fully paid, repaid or otherwise settled. 7.5The Pledgor shall not hinder the Pledgee from disposing the Pledge in accordance with this Agreement and shall give necessaryassistance so that the Pledgee could realize his Pledge. 8.Transfer or Assignment 8.1The Pledgor shall not donate or transfer his rights and obligations herein to any third party without prior written consent from thePledgee. 8.2This Agreement shall be binding upon the Pledgor and his successors and be effective to the Pledgee and his each successor andassignee. 8.3The Pledgee may transfer or assign all Secured Obligations and its right to the Pledge to any third party at any time. In this case, theassignee shall enjoy and undertake the same rights and obligations herein of the Pledgee as if the assignee is a party hereto. When thePledgee transfers or assigns the Secured Obligations and its rights to the Pledge, at the request of the Pledgee, the Pledgor shall executethe relevant agreements and/or documents with respect to such transfer or assignment. 8.4After a change to the Pledgee resulting from a transfer or an assignment, the new parties to the pledge shall re-execute a pledge contract. Equity Interest Pledge Agreement - 14 - 9.TerminationThis Agreement shall not terminate until the Term of the Pledge expires pursuant to Section 3 herein. 10.Force Majeure 10.1If this Agreement is delayed in or prevented from performing in the Event of Force Majeure (“Event of Force Majeure”), only within thelimitation of such delay or prevention, the affected Party is absolved from any liability under this Agreement. Force Majeure, whichincludes acts of governments, acts of nature, fire, explosion, geographic change, flood, earthquake, tide, lightning, war, means anyunforeseen events beyond the prevented Party’s reasonable control and cannot be prevented with reasonable care. However, any shortageof credit, capital or finance shall not be regarded as an event beyond a Party’s reasonable control. The Party affected by Force Majeurewho claims for exemption from performing any obligations under this Agreement or under any Section herein shall notify the other partyof such exemption promptly and advise him/her of the steps to be taken for completion of the performance. 10.2The Party affected by Force Majeure shall not assume any liability under this Agreement. However, subject to the Party affected by ForceMajeure having taken its reasonable and practicable efforts to perform this Agreement, the Party claiming for exemption of the liabilitiesmay only be exempted from performing such liability as within limitation of the part performance delayed or prevented by ForceMajeure. Once causes for such exemption of liabilities are rectified and remedied, both parties agree to resume performance of thisAgreement with their best efforts. Equity Interest Pledge Agreement - 15 - 11.Applicable Law and Dispute Resolution 11.1The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordance with thelaws of the PRC. 11.2The Parties shall strive to settle any dispute arising from the interpretation or performance through friendly consultation. In case nosettlement can be reached through consultation, each party can submit such matter to China International Economic and TradeArbitration Commission (“CIETAC”) for arbitration. The arbitration shall follow the then current rules of CIETAC, and the arbitrationproceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and binding upon theParties. This article shall not be affected by the termination or elimination of this Agreement. 11.3In case of any dispute arising out of the interpretation and performance of this Agreement or any pending arbitration of such dispute,each Party shall continue to perform their obligations under this Agreement, except for the matters in dispute. Equity Interest Pledge Agreement - 16 - 12.NoticeAny notice or correspondence, which is given by the Party as stipulated hereunder, shall be in Chinese and English writing and shall be delivered inperson or by registered or prepaid mail or recognized express service, or be transmitted by telex or facsimile to the following addresses: Pledgee: Beijing Chezhiying Technologies Co., Ltd.Address: 1117, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, ChinaFax: 010-59857387Tel: 010-59857001Addressee: Lu Min Address: Room 1005, F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China.Tel:Fax: 010-59857387010-59857001Addressee: Lu Min 13.AppendicesThe appendices to this Agreement constitute an integral part of this Agreement. Equity Interest Pledge Agreement - 17 - 14.WaiverThe Pledgee’s non-exercise or delay in exercise of any rights, remedies, power or privileges hereunder shall not be deemed as the waiver of suchrights, remedies, power or privileges. Any single or partial exercise of the rights, remedies, power and privileges shall not exclude the Pledgee fromexercising any other rights, remedies, power and privileges. The rights, remedies, power and privileges hereunder are accumulative and shall notexclude the application of any other rights, remedies, power and privileges stipulated by laws. 15.Miscellaneous 15.1Any amendments, modifications or supplements to this Agreement shall be in writing and come into effect upon being executed andsealed by the Parties hereto. 15.2In case any terms and stipulations in this Agreement are regarded as illegal or can not be performed in accordance with the applicablelaw, such terms and stipulations shall be deemed to ineffective and not enforceable within the scope governed by the applicable law, andthe remaining stipulations will remain effective. 15.3This Agreement, the Services Agreement, the Equity Option Agreement, and the Power of Attorney from the Pledgor to the Pledgee infavor of the Pledgee shall constitute the entire agreement among the parties in respect of the subject matter hereof and shall supersedeany previous discussions, negotiations and agreements related thereto. 15.4This Agreement is prepared in both English and Chinese. This Agreement shall be executed in 2 originals, with 1 original copy for eachparty. Chinese articles shall prevail over English articles in case of any inconsistency. Equity Interest Pledge Agreement - 18 - PLEDGEE: Beijing Chezhiying Technologies Co., Ltd.Company Seal: (seal)PLEDGOR: Beijing Shengtuo Hongyuan Information Technology Co., Ltd.Company Seal: (seal) Equity Interest Pledge Agreement Exhibit 4.53Date: March 25, 2017POWER OF ATTORNEYI, Lu Min, a citizen of the People’s Republic of China (PRC) with PRC ID number ******************, hereby authorize any individual appointed inwriting by Beijing Cheerbright Technologies Co., Ltd., its successors or any of its designated entities (Authorizee) to singly exercise the following powersand rights during the term of this Power of Attorney (POA):I hereby assign the Authorizee the right to vote on my behalf at the shareholders’ meetings of Beijing Autohome Information Technology Co., Ltd. (the“Company”) and to exercise full voting rights as the shareholder of the Company as granted to me by law and under the Articles of Association of theCompany, such voting rights including but not limited to the right to sell or transfer any or all of my equity of interest of the Company. Further, as myauthorized representative at the shareholders’ meeting of the Company, I hereby assign the Authorizee the right to designate and appoint the directors andmanagement personnel of the Company.In exercising the rights and powers provided hereunder, the Authorizee shall act with due care and diligence and pursuant to this POA and applicable laws.This POA shall become valid, binding and enforceable upon the execution hereof. /s/ Lu Min(Signature)Lu MinPOWER OF ATTORNEY – LU MINExhibit 4.54Date: March 25, 2017POWER OF ATTORNEYI, Lei Haiyun, a citizen of the People’s Republic of China (PRC) with PRC ID number ******************, hereby authorize any individual appointed inwriting by Beijing Cheerbright Technologies Co., Ltd., its successors or any of its designated entities (Authorizee) to singly exercise the following powersand rights during the term of this Power of Attorney (POA):I hereby assign the Authorizee the right to vote on my behalf at the shareholders’ meetings of Beijing Autohome Information Technology Co., Ltd. (the“Company”) and to exercise full voting rights as the shareholder of the Company as granted to me by law and under the Articles of Association of theCompany, such voting rights including but not limited to the right to sell or transfer any or all of my equity of interest of the Company. Further, as myauthorized representative at the shareholders’ meeting of the Company, I hereby assign the Authorizee the right to designate and appoint the directors andmanagement personnel of the Company.In exercising the rights and powers provided hereunder, the Authorizee shall act with due care and diligence and pursuant to this POA and applicable laws.This POA shall become valid, binding and enforceable upon the execution hereof. /s/ Lei Haiyun(Signature)Lei HaiyunPOWER OF ATTORNEY – LEI HAIYUNExhibit 4.55Date: March 25, 2017POWER OF ATTORNEYI, Lu Min, a citizen of the People’s Republic of China (PRC) with PRC ID number ******************, hereby authorize any individual appointed inwriting by Beijing Cheerbright Technologies Co., Ltd., its successors or any of its designated entities (Authorizee) to singly exercise the following powersand rights during the term of this Power of Attorney (POA):I hereby assign the Authorizee the right to vote on my behalf at the shareholders’ meetings of Shanghai You Che You Jia Advertising Co., Ltd. (the“Company”) and to exercise full voting rights as the shareholder of the Company as granted to me by law and under the Articles of Association of theCompany, such voting rights including but not limited to the right to sell or transfer any or all of my equity of interest of the Company. Further, as myauthorized representative at the shareholders’ meeting of the Company, I hereby assign the Authorizee the right to designate and appoint the directors andmanagement personnel of the Company.In exercising the rights and powers provided hereunder, the Authorizee shall act with due care and diligence and pursuant to this POA and applicable laws.This POA shall become valid, binding and enforceable upon the execution hereof. /s/ Lu Min(Signature)Lu MinPOWER OF ATTORNEY – LU MINExhibit 4.56Date: March 25, 2017POWER OF ATTORNEYI, Lei Haiyun, a citizen of the People’s Republic of China (PRC) with PRC ID number ******************, hereby authorize any individual appointed inwriting by Beijing Cheerbright Technologies Co., Ltd., its successors or any of its designated entities (Authorizee) to singly exercise the following powersand rights during the term of this Power of Attorney (POA):I hereby assign the Authorizee the right to vote on my behalf at the shareholders’ meetings of Shanghai You Che You Jia Advertising Co., Ltd. (the“Company”) and to exercise full voting rights as the shareholder of the Company as granted to me by law and under the Articles of Association of theCompany, such voting rights including but not limited to the right to sell or transfer any or all of my equity of interest of the Company. Further, as myauthorized representative at the shareholders’ meeting of the Company, I hereby assign the Authorizee the right to designate and appoint the directors andmanagement personnel of the Company.In exercising the rights and powers provided hereunder, the Authorizee shall act with due care and diligence and pursuant to this POA and applicable laws.This POA shall become valid, binding and enforceable upon the execution hereof. /s/ Lei Haiyun(Signature)Lei HaiyunPOWER OF ATTORNEY – LEI HAIYUNExhibit 4.57Date: September 30, 2016POWER OF ATTORNEYI, Lu Min, a citizen of the People’s Republic of China (PRC) with PRC ID number ******************, hereby authorize any individual appointed inwriting by Beijing Cheerbright Technologies Co., Ltd., its successors or any of its designated entities (Authorizee) to singly exercise the following powersand rights during the term of this Power of Attorney (POA):I hereby assign the Authorizee the right to vote on my behalf at the shareholders’ meetings of Guangzhou You Che You Jia Advertising Co., Ltd. (the“Company”) and to exercise full voting rights as the shareholder of the Company as granted to me by law and under the Articles of Association of theCompany, such voting rights including but not limited to the right to sell or transfer any or all of my equity of interest of the Company. Further, as myauthorized representative at the shareholders’ meeting of the Company, I hereby assign the Authorizee the right to designate and appoint the directors andmanagement personnel of the Company.In exercising the rights and powers provided hereunder, the Authorizee shall act with due care and diligence and pursuant to this POA and applicable laws.This POA shall become valid, binding and enforceable upon the execution hereof. /s/ Lu Min(Signature)Lu MinPOWER OF ATTORNEY – LU MINExhibit 4.58Date: September 30, 2016POWER OF ATTORNEYI, Lei Haiyun, a citizen of the People’s Republic of China (PRC) with PRC ID number ******************, hereby authorize any individual appointed inwriting by Beijing Cheerbright Technologies Co., Ltd., its successors or any of its designated entities (Authorizee) to singly exercise the following powersand rights during the term of this Power of Attorney (POA):I hereby assign the Authorizee the right to vote on my behalf at the shareholders’ meetings of Guangzhou You Che You Jia Advertising Co., Ltd. (the“Company”) and to exercise full voting rights as the shareholder of the Company as granted to me by law and under the Articles of Association of theCompany, such voting rights including but not limited to the right to sell or transfer any or all of my equity of interest of the Company. Further, as myauthorized representative at the shareholders’ meeting of the Company, I hereby assign the Authorizee the right to designate and appoint the directors andmanagement personnel of the Company.In exercising the rights and powers provided hereunder, the Authorizee shall act with due care and diligence and pursuant to this POA and applicable laws.This POA shall become valid, binding and enforceable upon the execution hereof. /s/ Lei Haiyun(Signature)Lei HaiyunPOWER OF ATTORNEY – LEI HAIYUNExhibit 4.59Date: September 30, 2016POWER OF ATTORNEYI, Lu Min, a citizen of the People’s Republic of China (PRC) with PRC ID number ******************, hereby authorize any individual appointed inwriting by Beijing Chezhiying Technologies Co., Ltd its successors or any of its designated entities (Authorizee) to singly exercise the following powers andrights during the term of this Power of Attorney (POA):I hereby assign the Authorizee the right to vote on my behalf at the shareholders’ meetings of Beijing Shengtuo Hongyuan Information Technology Co., Ltd.(the “Company”) and to exercise full voting rights as the shareholder of the Company as granted to me by law and under the Articles of Association of theCompany, such voting rights including but not limited to the right to sell or transfer any or all of my equity of interest of the Company. Further, as myauthorized representative at the shareholders’ meeting of the Company, I hereby assign the Authorizee the right to designate and appoint the directors andmanagement personnel of the Company.In exercising the rights and powers provided hereunder, the Authorizee shall act with due care and diligence and pursuant to this POA and applicable laws.This POA shall become valid, binding and enforceable upon the execution hereof. /s/ Lu Min(Signature)Lu MinPOWER OF ATTORNEY – LU MINExhibit 4.60Date: September 30, 2016POWER OF ATTORNEYI, Lei Haiyun, a citizen of the People’s Republic of China (PRC) with PRC ID number ******************, hereby authorize any individual appointed inwriting by Beijing Chezhiying Technologies Co., Ltd its successors or any of its designated entities (Authorizee) to singly exercise the following powers andrights during the term of this Power of Attorney (POA):I hereby assign the Authorizee the right to vote on my behalf at the shareholders’ meetings of Beijing Shengtuo Hongyuan Information Technology Co., Ltd.(the “Company”) and to exercise full voting rights as the shareholder of the Company as granted to me by law and under the Articles of Association of theCompany, such voting rights including but not limited to the right to sell or transfer any or all of my equity of interest of the Company. Further, as myauthorized representative at the shareholders’ meeting of the Company, I hereby assign the Authorizee the right to designate and appoint the directors andmanagement personnel of the Company.In exercising the rights and powers provided hereunder, the Authorizee shall act with due care and diligence and pursuant to this POA and applicable laws.This POA shall become valid, binding and enforceable upon the execution hereof. /s/ Lei Haiyun(Signature)Lei HaiyunPOWER OF ATTORNEY – LEI HAIYUNExhibit 4.61Date: September 30, 2016POWER OF ATTORNEYBeijing Autohome Information Technology Co., Ltd. (the “Company”), herby authorize any individual appointed in writing by Beijing CheerbrightTechnologies Co., Ltd. its successors or any of its designated entities (Authorizee) to singly exercise the following powers and rights during the term of thisPower of Attorney (POA):The Company hereby assign the Authorizee the right to vote on its behalf at the shareholders’ meetings of Beijing Shengtuo Autohome Advertising Co., Ltd.(Shengtuo Autohome) and to exercise full voting rights as the shareholder of Shengtuo Autohome as granted to the Company by law and under the Articlesof Association of Shengtuo Autohome, such voting rights including but not limited to the right to sell or transfer any or all of the Company’s equity ofinterest of Shengtuo Autohome. Further, as the Company authorized representative at the shareholders’ meeting of Shengtuo Autohome, the Company herebyassign the Authorizee the right to designate and appoint the directors and management personnel of Shengtuo Autohome.In exercising the rights and powers provided hereunder, the Authorizee shall act with due care and diligence and pursuant to this POA and applicable laws.This POA shall become valid, binding and enforceable upon the execution hereof. By:Beijing Autohome Information Technology Co., Ltd.Company seal: (seal)POWER OF ATTORNEYExhibit 4.62Date: September 30, 2016POWER OF ATTORNEYBeijing Autohome Information Technology Co., Ltd (the “Company”), herby authorize any individual appointed in writing by Beijing CheerbrightTechnologies Co., Ltd., its successors or any of its designated entities (Authorizee) to singly exercise the following powers and rights during the term of thisPower of Attorney (POA):The Company hereby assign the Authorizee the right to vote on its behalf at the shareholders’ meetings of Beijing Shengtuo Chengshi Advertisement Co.,Ltd. (Shengtuo Chengshi) and to exercise full voting rights as the shareholder of Shengtuo Chengshi as granted to the Company by law and under theArticles of Association of Shengtuo Chengshi, such voting rights including but not limited to the right to sell or transfer any or all of the Company’s equityof interest of Shengtuo Chengshi. Further, as the Company authorized representative at the shareholders’ meeting of Shengtuo Chengshi, the Companyhereby assign the Authorizee the right to designate and appoint the directors and management personnel of Shengtuo Chengshi.In exercising the rights and powers provided hereunder, the Authorizee shall act with due care and diligence and pursuant to this POA and applicable laws.This POA shall become valid, binding and enforceable upon the execution hereof. By:Beijing Autohome Information Technology Co., LtdCompany seal: (seal)POWER OF ATTORNEYExhibit 4.63Date: September 30, 2016POWER OF ATTORNEYWe, Beijing Shengtuo Hongyuan Information Technology Co., Ltd, a company duly organized and existing under the PRC laws with its legal address atRoom 1005, Tower B, No.3, Danling Street, Haidian District, Beijing 100080, China (PRC) with PRC Company Registered Number 91110108563619210K,herby authorize any individual appointed in writing by Beijing Chezhiying Technology Co., Ltd., its successors or any of its designated entities(Authorizee) to singly exercise the following powers and rights during the term of this Power of Attorney (POA):We hereby assign the Authorizee the right to vote on our behalf at the shareholders’ meetings of Beijing Autohome Used Car Appraisal Co., Ltd. (the“Company”) and to exercise full voting rights as the shareholder of the Company as granted to us by law and under the Articles of Association of theCompany, such voting rights including but not limited to the right to sell or transfer any or all of our equity of interest of the Company. Further, as ourauthorized representative at the shareholders’ meeting of the Company, we hereby assign the Authorizee the right to designate and appoint the directors andmanagement personnel of the Company.In exercising the rights and powers provided hereunder, the Authorizee shall act with due care and diligence and pursuant to this POA and applicable laws.This POA shall become valid, binding and enforceable upon the execution hereof. By:Beijing Shengtuo Hongyuan Information Technology Co., LtdCompany seal: (seal)POWER OF ATTORNEYExhibit 4.64Date: September 30, 2016POWER OF ATTORNEYWe, Beijing Shengtuo Hongyuan Information Technology Co., Ltd, a company duly organized and existing under the PRC laws with its legal address atRoom 1005, Tower B, No.3, Danling Street, Haidian District, Beijing 100080, China (PRC) with PRC Company Registered Number 91110108563619210K,herby authorize any individual appointed in writing by Beijing Chezhiying Technology Co., Ltd. its successors or any of its designated entities (Authorizee)to singly exercise the following powers and rights during the term of this Power of Attorney (POA):We hereby assign the Authorizee the right to vote on our behalf at the shareholders’ meetings of Beijing Autohome Used Car Brokerage Co., Ltd. (the“Company”) and to exercise full voting rights as the shareholder of the Company as granted to us by law and under the Articles of Association of theCompany, such voting rights including but not limited to the right to sell or transfer any or all of our equity of interest of the Company.Further, as our authorized representative at the shareholders’ meeting of the Company, we hereby assign the Authorizee the right to designate and appoint thedirectors and management personnel of the Company.In exercising the rights and powers provided hereunder, the Authorizee shall act with due care and diligence and pursuant to this POA and applicable laws.This POA shall become valid, binding and enforceable upon the execution hereof. By:Beijing Shengtuo Hongyuan Information Technology Co.,Ltd.Company seal: (seal)POWER OF ATTORNEYExhibit 4.65AMENDED AND RESTATED AUTOHOME INC.2016 SHARE INCENTIVE PLAN(adopted by the board of directors of the Company in March 2017, and as amended in April 2017)ARTICLE 1PURPOSEThe purpose of the Autohome Inc. 2016 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of Autohome Inc., a companyincorporated under the laws of the Cayman Islands (the “Company”), by linking the personal interests of the Directors, Employees, and Consultants to thoseof the Company’s shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to theCompany’s shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services ofDirectors, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largelydependent.ARTICLE 2DEFINITIONS AND CONSTRUCTIONWherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singularpronoun shall include the plural where the context so indicates. 2.1“Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities, tax andother laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national market system, of any jurisdictionapplicable to Awards granted to residents therein. 2.2“Award” means an Option, Restricted Share or Restricted Share Unit award and share appreciation rights granted to a Participant pursuant to the Plan. 2.3“Award Agreement” means any written agreement, contract, or other instrument or document evidencing an Award, including through electronicmedium. 2.4“Board” means the Board of Directors of the Company. 2.5“Cause” shall mean (i) performing an act or failing to perform any act in bad faith and to the detriment of the Company or any other ServiceRecipient; (ii) engaging in dishonesty, intentional misconduct or material breach of any agreement with the Company or any other Service Recipient;or (iii) conviction of, or plea of guilty or no contest to, a felony or any other crime involving dishonesty, breach of trust, or physical or emotionalharm to any person. 12.6“Code” means the Internal Revenue Code of 1986 of the United States, as amended. 2.7“Committee” has the meaning described in Article 10. 2.8“Consultant” means any consultant or adviser if: (a) the consultant or adviser renders bona fide services to a Service Recipient; (b) the servicesrendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly orindirectly promote or maintain a market for the Company’s securities; and (c) the consultant or adviser is a natural person who has contracted directlywith the Service Recipient to render such services. 2.9“Corporate Transaction”, unless otherwise defined in an Award Agreement, means any of the following transactions, provided, however, that theCommittee shall determine under (d) and (e) whether multiple transactions are related, and its determination shall be final, binding and conclusiveand, provided further, that the occurrence of a Trading Date shall not constitute a Corporate Transaction: (a)an amalgamation, arrangement, merger or consolidation or scheme of arrangement (i) in which the Company is not the surviving entity,except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated, or (ii) the holdersof the voting securities of the Company immediately prior to the transaction or their respective affiliates do not continue to hold more than50% of the combined voting power of the voting securities of the surviving entity (or, as applicable, any Parent of such surviving entity)immediately following the transaction; (b)the sale, transfer or other disposition of all or substantially all of the assets of the Company; (c)the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company; (d)any reverse takeover or series of related transactions culminating in a reverse takeover (including, but not limited to, a tender offer followedby a reverse takeover) in which the Company is the surviving entity but (A) the Company’s equity securities outstanding immediately prior tosuch takeover are converted or exchanged by virtue of the takeover into other property, whether in the form of securities, cash or otherwise, or(B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securitiesare transferred to a person or persons (other than to an affiliate) different from those who held such securities immediately prior to suchtakeover or the initial transaction culminating in such takeover, but excluding any such transaction or series of related transactions that theCommittee determines shall not be a Corporate Transaction; or 2 (e)acquisition in a single or series of related transactions by any person or related group of persons of beneficial ownership (within the meaningof Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of theCompany’s outstanding securities but excluding any such transaction or series of related transactions that the Committee determines shall notbe a Corporate Transaction; provided, however, that any of the following acquisitions shall not be deemed to be a Corporate Transaction:(1) by the Company, any Parent, Subsidiary or Related Entity, (2) by any employee benefit plan (or related trust) sponsored or maintained bythe Company, any Parent, Subsidiary or Related Entity, or (3) by any underwriter temporarily holding securities pursuant to an offering ofsuch securities. 2.10“Date of Grant” means, with respect to an Award, the date that the Award is granted and its exercise price is set (if applicable), consistent withApplicable Laws and applicable financial accounting rules. 2.11“Director” means a member of the Board. 2.12“Disability”, unless otherwise defined in an Award Agreement, means that the Participant qualifies to receive long-term disability payments under theService Recipient’s long-term disability insurance program, as it may be amended from time to time, to which the Participant provides servicesregardless of whether the Participant is covered by such policy. If the Service Recipient to which the Participant provides service does not have along-term disability plan in place, “Disability” means that a Participant is unable to carry out the responsibilities and functions of the position heldby the Participant by reason of any medically determinable physical or mental impairment for a period of not less than ninety (90) consecutive days.A Participant will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy theCommittee in its discretion. 2.13“Effective Date” shall have the meaning set forth in Section 11.1. 2.14“Employee” means any person employed by the Company or any Parent or Subsidiary of the Company. 2.15“Exchange Act” means the Securities Exchange Act of 1934 of the United States, as amended. 2.16“Fair Market Value” means, as of any date, the value of Shares determined as follows: (a)If the Shares are listed on one or more established stock exchanges or national market systems, including without limitation, The New YorkStock Exchange or The Nasdaq Stock Market, the Fair Market Value shall be the closing sales price for such shares (or the closing bid, if nosales were reported) as quoted on the principal exchange or system on which the Shares are listed (as determined by the Committee) on thedate of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closingsales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Committee deems reliable; 3 (b)If the Shares are regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities dealer,the Fair Market Value shall be the closing sales price for such shares as quoted on such system or by such securities dealer on the date ofdetermination, but if selling prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid and low askedprices for the Shares on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported),as reported in The Wall Street Journal or such other source as the Committee deems reliable; or (c)In the absence of an established market for the Shares of the type described in (a) and (b), above, the Fair Market Value thereof shall bedetermined by the Committee in good faith and in its discretion. 2.17“Fiscal Year” means a fiscal year of the Company. 2.18“Incentive Share Option” means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto. 2.19“Independent Director” means a Director who meets the independence standards under the applicable corporate governance rules of the stockexchange and any other Applicable Laws. 2.20“Non-Qualified Share Option” means an Option that is not intended to be an Incentive Share Option. 2.21“Option” means a right granted to a Participant pursuant to Article 5 of the Plan to purchase a specified number of Shares at a specified price duringspecified time periods. An Option may be either an Incentive Share Option or a Non-Qualified Share Option. 2.22“Participant” means a person who, as a Director, a Consultant, an Employee, has been granted an Award pursuant to the Plan. 2.23“Parent” means any entity which accounts and consolidates in its audited consolidated accounts another entity as its subsidiary pursuant toapplicable Hong Kong Financial Reporting Standards or International Financial Reporting Standards or any entity which will, as a result ofacquisition of equity interest of another entity, account and consolidate in its next audited consolidated accounts the entity as a subsidiary pursuantto applicable Hong Kong Financial Reporting Standards or International Financial Reporting Standards. 2.24“Parent Approval Date” shall have the meaning set forth in Section 11.1 2.25“Parent Corporation” means a parent corporation under Section 424(e) of the Code. 2.26“Plan” means this Autohome Inc. 2016 Share Incentive Plan, as it may be amended from time to time. 42.27“Related Entity” means any business, corporation, partnership, limited liability company or other entity in which the Company or a Parent orSubsidiary of the Company holds a substantial ownership interest, directly or indirectly, but which is not a Subsidiary and which the Boarddesignates as a Related Entity for purposes of the Plan. 2.28“Restricted Share” means a Share awarded to a Participant pursuant to Article 6 that is subject to certain restrictions and may be subject to risk offorfeiture. 2.29“Restricted Share Unit” means the right granted to a Participant pursuant to Article 7 to receive a Share at a future date. 2.30“Restriction Period” means the period during which the transfer of Restricted Shares are subject to restrictions, which restrictions may be based onthe passage of time, the achievement of certain performance objectives, or the occurrence of other events as determined by the Committee, in itsdiscretion. 2.31“Securities Act” means the Securities Act of 1933 of the United States, as amended. 2.32“Service Recipient” means the Company or any Parent or Subsidiary of the Company and any Related Entity to which a Participant provides servicesas an Employee, a Consultant or a Director. 2.33“Share” means a Class A Ordinary Share, as defined in the fourth amended articles of association of the Company adopted by a special resolution ofshareholders on October 28, 2013, and such other securities of the Company that may be substituted for Shares pursuant to Article 9. 2.34“Subsidiary” means any corporation or other entity of which a majority of the outstanding voting shares or voting power is beneficially owned orcontrolled through contractual arrangements directly or indirectly by the Company. 2.35“Substantial Shareholder” means a person who is entitled to exercise, or control the exercise of, 10% or more of the voting power at any generalmeeting of the company. 2.36“Trading Date” means the closing of the first sale to the general public of the Shares pursuant to a registration statement filed with and declaredeffective by the U.S. Securities and Exchange Commission under the Securities Act. 2.37“Trading Window Days” means the days which the Participant is not prohibited by the Company’s policy from trading. 5ARTICLE 3SHARES SUBJECT TO THE PLAN 3.1Number of Shares. (a)Subject to the provisions of Article 9 and Section 3.1(b), the maximum aggregate number of Shares which may be issued pursuant to allAwards (including Incentive Share Options) shall be 4,890,000 Shares, representing approximately 4.2% of the issued shares as of the ParentApproval Date. (b)To the extent that an Award terminates, expires, or lapses for any reason, any Shares subject to the Award shall again be available for the grantof an Award pursuant to the Plan. To the extent permitted by Applicable Laws, Shares issued in assumption of, or in substitution for, anyoutstanding awards of any entity acquired in any form or combination by the Company or any Parent or Subsidiary of the Company shall notbe counted against Shares available for grant pursuant to the Plan. Shares delivered by the Participant or withheld by the Company upon theexercise of any Award under the Plan, in payment of the exercise price thereof or tax withholding thereon, may again be optioned, granted orawarded hereunder, subject to the limitations of Section 3.1(a). If any Restricted Shares are forfeited by the Participant or repurchased by theCompany, such Shares may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). Notwithstanding theprovisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Share Optionto fail to qualify under Section 422 of the Code. 3.2Shares Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, treasury shares(subject to Applicable Laws) or Shares purchased on the open market. Additionally, in the discretion of the Committee, American Depository Sharesin an amount equivalent to the number of Shares which otherwise would be distributed pursuant to an Award may be distributed in lieu of Shares insettlement of any Award. If the number of Shares represented by an American Depository Share is other than on a one-to-one basis, the limitations ofSection 3.1 shall be adjusted to reflect the distribution of American Depository Shares in lieu of Shares.ARTICLE 4ELIGIBILITY AND PARTICIPATION 4.1Eligibility. Persons eligible to participate in this Plan include Employees, Consultants, and all Directors, as determined by the Committee (the“Eligible Persons”). 4.2Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from among all Eligible Persons with reference totheir past, present and expected commitment and contribution to the Company and/or the Related Entities, those to whom Awards shall be grantedand shall determine the nature and amount of each Award. Except as provided in one or more written contracts between the Company and aParticipant, no Participant shall have any right to be granted an Award pursuant to this Plan. If the Participant is a director, officer or SubstantialShareholder of the Company and the Parent, the grant of Options shall be subject to the relevant rules of the Rules Governing the Listing of Securitieson The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”). 6ARTICLE 5OPTIONS 5.1General. The Committee is authorized to grant Options to Participants on the following terms and conditions: (a)Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Employees, Consultants or Directors at any timeand from time to time as determined by the Committee. The Committee, in its sole discretion, shall determine the number of Shares subject toeach Option. The Committee may grant Incentive Share Options, Non-Qualified Share Options, or a combination thereof. (b)Exercise Price. The exercise price per Share subject to an Option shall be determined by the Committee and set forth in the Award Agreementwhich may be a fixed or variable price related to the Fair Market Value of the Shares, to the extent not prohibited by the Applicable Laws. Theexercise price per Share subject to an Option may be amended or adjusted in the absolute discretion of the Committee, the determination ofwhich shall be final, binding and conclusive. For so long as the Company remains a subsidiary of a Parent who is listed on the StockExchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), the determination of the exercise price shall comply with the HongKong Listing Rules. (c)Time and Conditions of Exercise; Term. The Committee shall determine the time or times at which an Option may be exercised in whole or inpart. The Committee has the discretion to fix any minimum period(s) for which an Option or any part thereof has to be held before the exerciseof the subscription rights attaching thereto. The Committee shall also determine any conditions, including performance conditions, if any,that must be satisfied before all or part of an Option may be exercised. The Committee shall determine the term of the Option, provided thatthe term of any Option granted under the Plan shall not exceed ten (10) years from the Date of Grant and, provided further, that in the case ofan Incentive Share Option granted to an Employee who, immediately prior to the time the Incentive Share Option is granted, owns Sharesrepresenting more than ten percent (10%) of the voting power of all classes of Shares of the Company or any Parent or Subsidiary of theCompany, the term of the Incentive Share Option shall be no longer than five (5) years from the Date of Grant. 7 (d)Payment. No payment is required on application or acceptance of an Option. The Committee shall determine the methods by which theexercise price of an Option may be paid, the form of payment, including, without limitation (i) cash or check denominated in U.S. Dollars,(ii) to the extent permissible under the Applicable Laws, cash or check in Chinese Renminbi, (iii) cash or check denominated in any otherlocal currency as approved by the Committee, (iv) Shares held for such period of time as may be required by the Committee in order to avoidadverse financial accounting consequences and having a Fair Market Value on the date of delivery equal to the aggregate exercise price ofthe Option or exercised portion thereof, (v) after the Trading Date the delivery of a notice that the Participant has placed a market sell orderwith a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portionof the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is thenmade to the Company upon settlement of such sale, (vi) other property acceptable to the Committee with a Fair Market Value equal to theexercise price, or (vii) any combination of the foregoing. Notwithstanding any other provision of the Plan to the contrary, no Participant whois a Director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to pay theexercise price of an Option in any method which would violate Section 13(k) of the Exchange Act. (e)Evidence of Grant. All Options shall be evidenced by an Award Agreement between the Company and the Participant. The Award Agreementshall include such additional provisions as may be specified by the Committee. (f)Expiration of Option. Except as otherwise provided in an Award Agreement or in Section 5.2 of the Plan with respect to Incentive ShareOptions, Options may not be exercised to any extent by anyone after the first to occur of the following events: (i)Ten years from the Date of Grant, unless an earlier time is set in the Award Agreement; (ii)Sixty (60) Trading Window Days after the Participant’s termination of employment and service for any reason other than Cause,death or Disability; (iii)Upon the Participant’s termination of employment for Cause; and (iv)Three (3) months after the date of the Participant’s termination of employment and service on account of Disability or death. Uponthe Participant’s Disability or death, any Options exercisable as of the Participant’s Disability or death may be exercised by theParticipant’s legal representative or representatives, by the person or persons entitled to do so pursuant to the Participant’s last willand testament, or, if the Participant fails to make testamentary disposition of such Option or dies intestate, by the person or personsentitled to receive the Option pursuant to the applicable laws of descent and distribution. 8Any Options not exercised within the period of time required pursuant to the earliest to occur of the events described in (i) – (iv) above shallterminate and the Shares covered by such Option shall revert to the Plan. In addition, except as otherwise provided in an Award Agreement, if, on thedate of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall beforfeited by the Participant and shall immediately revert to the Plan. If the Participant’s employment is terminated for Cause, the Company has theright to cancel, forfeit and revoke the Shares underlying the exercised Options, or seek damages or compensation. 5.2Incentive Share Options. Incentive Share Options, which shall be no greater than 20% of the size of the total pool, may be granted to Employees ofthe Company or a Parent Corporation or Subsidiary of the Company. (a)Individual Dollar Limitation. The aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares with respect towhich Incentive Share Options are first exercisable by a Participant in any calendar year may not exceed US$100,000 or such other limitationas imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive Share Options are first exercisable by aParticipant in excess of such limitation, the excess shall be considered Non-Qualified Share Options. (b)Exercise Price. The exercise price of an Incentive Share Option shall be equal to the Fair Market Value on the date of grant. However, theexercise price of any Incentive Share Option granted to any individual who, at the date of grant, owns Shares possessing more than ten percentof the total combined voting power of all classes of shares of the Company may not be less than 110% of Fair Market Value on the date ofgrant and such Option may not be exercisable for more than five years from the date of grant. (c)Notice of Disposition. The Participant shall give the Company prompt notice of any disposition of Shares acquired by exercise of anIncentive Share Option within (i) two years from the date of grant of such Incentive Share Option or (ii) one year after the transfer of suchShares to the Participant. (d)Expiration of Incentive Share Options. No Award of an Incentive Share Option may be made pursuant to this Plan after the tenth anniversaryof the Effective Date. (e)Right to Exercise. During a Participant’s lifetime, an Incentive Share Option may be exercised only by the Participant. 5.3Maximum number of Shares in respect of which Options may be granted.Subject to the provisions of Article 3, for so long as the Company remains a subsidiary of a Parent who is listed on the Hong Kong Stock Exchange,the Company shall comply with the Hong Kong Listing Rules in respect of Options, including: (a)The total number of Shares which may be issued upon exercise of all Options to be granted under the Plan and any other share option schemesof the Company must not in aggregate exceed 10% of the issued and outstanding Shares as of the Parent Approval Date (the “Limit”), unlessfurther shareholders’ approval from the shareholders of the Company and the Parent have been obtained pursuant to sub-paragraph (b) or (c)below, provided that Options lapsed in accordance with the terms of the Plan will not be counted for the purpose of calculating the Limit. 9 (b)The Company may seek approval of the shareholders of the Company and the Parent in general meetings to increase the Limit provided thatthe Limit as increased shall not exceed 10% of the issued and outstanding Shares in issue as at the date of approval from the shareholders ofthe Company and the shareholders of the Parent of the increased Limit. Options previously granted (including those outstanding, cancelled,lapsed or exercised in accordance with the Plan and any other share option schemes of the Company) will not be counted for the purpose ofcalculating the increased Limit. (c)The Company may seek separate approval of the shareholders of the Company and the shareholders of the Parent in general meetings to grantOptions beyond the Limit or the increased Limit provided that the Options in excess of the Limit or increased Limit are granted only to suchEligible Persons specifically identified by the Committee before such approval is sought. (d)The total number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Plan andany other share option schemes of the Company shall not in any event exceed 30% of the issued and outstanding Shares from time to time. (e)Unless approved by the shareholders of the Company and the Parent in the manner set out in the rest of this paragraph, the total number ofShares issued and to be issued upon the exercise of the Options granted and to be granted to any Participant (including both exercised andoutstanding Options) in any 12-month period up to and including the Date of Grant shall not exceed 1% of the issued and outstanding Sharesas at the Date of Grant. Where any further grant of Options to a Participant would result in this limit being exceeded, such further grant mustbe separately approved by the shareholders of the Company and the Parent in general meetings with such Participant and his/her associatesabstaining from voting. The number and terms (including the exercise price) of Options to be granted must be fixed before the approval of theshareholders of the Company and the Parent and the date of the meeting of the Board for proposing such further grant should be taken as theDate of Grant for the purpose of calculating the exercise price. 5.4Voting and dividend rights.The Shares issued upon the exercise of an Option shall not carry voting rights until details of such Shares (and their holder) are entered in the registerof members of the Company. The Shares to be allotted and issued upon the exercise of an Option will rank pari passu with the fully paid issued andoutstanding Shares and accordingly will entitle the Participant to participate in all dividend or other distributions paid or made on or after the datewhen details of such Shares (and their holder) are entered in the register of members of the Company other than any dividend or other distributionspreviously declared or recommended or resolved to be paid or made if the record date therefor shall be before the date when details of such Shares(andtheir holder) are entered in the register of members of the Company, provided always that when the date of exercise of the Option falls on a date uponwhich the register of members of the Company is closed then the exercise of the Option shall become effective on the first trading day on which theregister of members of the Company is re-opened. 105.5Lapse of Options.An Option shall lapse (to the extent not already exercised) automatically on the earliest of: (a)expiry of the term of any Option; (b)the date of termination of employment by the Participant’s employing company for the Cause; (c)expiry of the 60-day period from the date of voluntary resignation of the Participant other than by reason of the circumstances set out insub-paragraph (d) hereof; (d)the date of termination of such other contract or agreement constituting a Participant for his breach of the terms thereof or in accordance withthe termination provisions of such contract or agreement by any contracting party; (e)expiry of the three-month period following the occurrence of an event which causes the Participant to cease to be an Eligible Person,including ill-health, injury, disability, death or retirement; (f)the date on which the resolution to voluntarily wind up the Company is passed; and (g)the date of the commencement of winding up of the Company. 5.6Cancellation of Options.Any Options granted but not exercised may be cancelled if the Participant agrees in writing. Issuance of new Options to the same Participant mayonly be made if there are unissued Options available under the Plan (excluding the cancelled Options) and in compliance with the terms of the Plan inforce from time to time.ARTICLE 6RESTRICTED SHARES 6.1Grant of Restricted Shares. The Committee, at any time and from time to time, may grant Restricted Shares to Participants as the Committee, in its solediscretion, shall determine. The Committee, in its sole discretion, shall determine the number of Restricted Shares to be granted to each Participant. 116.2Restricted Shares Award Agreement. Each Award of Restricted Shares shall be evidenced by an Award Agreement that shall specify the RestrictionPeriod, the number of Restricted Shares granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine. Unlessthe Committee determines otherwise, Restricted Shares shall be held by the Company as escrow agent until the restrictions on such Restricted Shareshave lapsed. 6.3Issuance and Restrictions. Restricted Shares shall be subject to such restrictions on transferability and other restrictions as the management mayimpose (including, without limitation, limitations on the right to vote Restricted Shares or the right to receive dividends on the Restricted Share).These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as theCommittee determines at the time of the grant of the Award or thereafter. 6.4Forfeiture/Repurchase. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination ofemployment or service during the applicable Restriction Period, Restricted Shares that are at that time subject to restrictions shall be forfeited orrepurchased in accordance with the Award Agreement; provided, however, the management may (a) provide in any Restricted Share AwardAgreement that restrictions or forfeiture and repurchase conditions relating to Restricted Shares will be waived in whole or in part in the event ofterminations resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture and repurchase conditionsrelating to Restricted Shares. 6.5Certificates for Restricted Shares. Restricted Shares granted pursuant to the Plan may be evidenced in such manner as the Committee shall determine.If certificates representing Restricted Shares are registered in the name of the Participant, certificates must bear an appropriate legend referring to theterms, conditions, and restrictions applicable to such Restricted Shares, and the Company may, at its discretion, retain physical possession of thecertificate until such time as all applicable restrictions lapse. 6.6Removal of Restrictions. Except as otherwise provided in this Article 6, Restricted Shares granted under the Plan shall be released from escrow assoon as practicable after the last day of the Restriction Period. The Committee, in its discretion, may accelerate the time at which any restrictions shalllapse or be removed. After the restrictions have lapsed, the Participant shall be entitled to have any legend or legends under Section 6.5 removed fromhis or her Share certificate, and the Shares shall be freely transferable by the Participant, subject to applicable legal restrictions. The Committee (in itsdiscretion) may establish procedures regarding the release of Shares from escrow and the removal of legends, as necessary or appropriate to minimizeadministrative burdens on the Company. 12ARTICLE 7RESTRICTED SHARE UNITS 7.1Grant of Restricted Share Units. The Committee, at any time and from time to time, may grant Restricted Share Units to Participants as the Committee,in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of Restricted Share Units to be granted toeach Participant. 7.2Restricted Share Units Award Agreement. Each Award of Restricted Share Units shall be evidenced by an Award Agreement that shall specify anyvesting conditions, the number of Restricted Share Units granted, and such other terms and conditions as the Committee, in its sole discretion, shalldetermine. 7.3Performance Objectives and Other Terms. The Committee, in its discretion, may set performance objectives or other vesting criteria which, dependingon the extent to which they are met, will determine the number or value of Restricted Share Units that will be paid out to the Participants. 7.4Form and Timing of Payment of Restricted Share Units. At the time of grant, the Committee shall specify the date or dates and/or event or events uponwhich the Restricted Share Units shall become fully vested and nonforfeitable. Upon vesting, the Committee, in its sole discretion, may payRestricted Share Units in the form of cash, in Shares or in a combination thereof. 7.5Forfeiture/Repurchase. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination ofemployment and service during the applicable restriction period, Restricted Share Units that are at that time unvested shall be forfeited or repurchasedin accordance with the Award Agreement; provided, however, the Committee may (a) provide in any Restricted Share Unit Award Agreement thatrestrictions or forfeiture and repurchase conditions relating to Restricted Share Units will be waived in whole or in part in the event of terminationsresulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating toRestricted Share Units.ARTICLE 8PROVISIONS APPLICABLE TO AWARDS 8.1Award Agreement. Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for eachAward, which may include the term of an Award, the provisions applicable in the event the Participant’s employment or service terminates, and theCompany’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award. 138.2Limits on Transfer. No right or interest of a Participant in any Award may be pledged, encumbered, or hypothecated to or in favor of any party otherthan the Company or a Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than theCompany or a Subsidiary. Except as otherwise provided by the Committee, no Award shall be assigned, transferred, or otherwise disposed of by aParticipant other than by will or the laws of descent and distribution. Nevertheless, an Award (other than an Option granted under the Plan) can betransferred to the immediate family members of a Participant, the holding companies controlled by a Participant or his immediate family members, ortrusts established for the benefit of a Participant or his family members, provided that the costs and expenses arising from or in connection with suchtransfer will be assumed by the Participant. 8.3Beneficiaries. Notwithstanding Section 8.2, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise therights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legalrepresentative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreementapplicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemednecessary or appropriate by the Committee. If the Participant is married and resides in a community property state, a designation of a person otherthan the Participant’s spouse as his or her beneficiary with respect to more than 50% of the Participant’s interest in the Award shall not be effectivewithout the prior written consent of the Participant’s spouse. If no beneficiary has been designated or survives the Participant, payment shall be madeto the person entitled thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiarydesignation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee. 8.4Share Certificates. Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencingthe Shares pursuant to the exercise of any Award, unless and until the Committee has determined, with advice of counsel, that the issuance anddelivery of such certificates is in compliance with all Applicable Laws, regulations of governmental authorities and, if applicable, the requirements ofany exchange on which the Shares are listed or traded. All Share certificates delivered pursuant to the Plan are subject to any stop-transfer orders andother restrictions as the Committee deems necessary or advisable to comply all Applicable Laws, and the rules of any national securities exchange orautomated quotation system on which the Shares are listed, quoted, or traded. The Committee may place legends on any Share certificate to referencerestrictions applicable to the Shares. In addition to the terms and conditions provided herein, the Committee may require that a Participant make suchreasonable covenants, agreements, and representations as the Committee, in its discretion, deems advisable in order to comply with any such laws,regulations, or requirements. The Committee shall have the right to require any Participant to comply with any timing or other restrictions withrespect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee. 8.5Paperless Administration. Subject to Applicable Laws, the Committee may make Awards, provide applicable disclosure and procedures for exercise ofAwards by an internet website or interactive voice response system for the paperless administration of Awards. 148.6Foreign Currency. A Participant may be required to provide evidence that any currency used to pay the exercise price of any Award were acquired andtaken out of the jurisdiction in which the Participant resides in accordance with Applicable Laws, including foreign exchange control laws andregulations. In the event the exercise price for an Award is paid in Chinese Renminbi or other foreign currency, as permitted by the Committee, theamount payable will be determined by conversion from U.S. dollars at the official rate promulgated by the People’s Bank of China for ChineseRenminbi, or for jurisdictions other than the People’s Republic of China, the exchange rate as selected by the Committee on the date of exercise.ARTICLE 9CHANGES IN CAPITAL STRUCTURE 9.1Adjustments. In the event of any dividend, share split, combination or exchange of Shares, amalgamation, arrangement or consolidation, spin-off,recapitalization or other distribution (not including normal cash dividends after the Trading Date) of Company assets to its shareholders, or any otherchange affecting the Shares or the price or value of a Share, the Committee, shall consider whether there is any diminution or enlargement of thebenefits intended to be made available under the Award, and then may in its sole discretion make such proportionate adjustments (if any) as itconsiders to reflect such change with respect to (a) the aggregate number and type of shares that may be issued under the Plan (including, but notlimited to, adjustments of the limitations in Section 3.1); (b) the terms and conditions of any outstanding Awards (including, without limitation, anyapplicable performance targets or criteria with respect thereto); (c) the grant or exercise price per share for any outstanding Awards under the Plan and(d) in the case of a spin-off, the additional number and type of shares (including shares in the entities being spun-off) that shall be issued or anappropriate decrease of exercise price in connection with the spin-off.Upon the occurrence of the above events, the number or nominal amount of the Shares comprised in each Option and/or the exercise price thereunderand/or the Limit (as increased from time to time) may be adjusted in any manner as the Committee (having received a confirmation in writing from theauditors for the time being of the Company or the independent financial adviser appointed by the Company, acting as experts and not as arbitrators,that in their opinion the proposed adjustments satisfy the requirements set out in Rule 17.03(13) of the Hong Kong Listing Rules and the note theretoso long as the Company remains a subsidiary of the Parent) may deem appropriate provided always that: (a)any adjustments should give a Participant the same proportion of the share capital of the Company as that to which he was previously entitledprior to such adjustments; 15 (b)no adjustments shall be made which will enable a Share to be issued at less than its nominal value; (c)where the above events arise from an issue of Shares, references to Options shall include references to Options that have been exercised priorto the date of the adjustment in respect of Shares which otherwise do not rank and are not entitled to participate in the issue by reason of theParticipant not having been then registered as the holder of the relevant Shares; and (d)The issue of securities as consideration in a transaction may not be regarded as a circumstance requiring adjustment. 9.2Corporate Transactions. Except as may otherwise be provided in any Award Agreement or any other written agreement entered into by and betweenthe Company and a Participant, if the Committee anticipates the occurrence, or upon the occurrence, of a Corporate Transaction, the Committee may,in its sole discretion, provide for one or more of the following: (i) any and all Awards outstanding hereunder to terminate at a specific time in thefuture and shall give each Participant the right to exercise the vested portion of such Awards during a period of time as the Committee shalldetermine, or (ii) the termination of any Award in exchange for an amount of cash equal to the amount that could have been attained upon theexercise of such Award (and, for the avoidance of doubt, if as of such date the Committee determines in good faith that no amount would have beenattained upon the exercise of such Award, then such Award may be terminated by the Company without payment), or (iii) the replacement of suchAward with other rights or property selected by the Committee in its sole discretion or the assumption of or substitution of such Award by thesuccessor or surviving corporation, or a Parent or Subsidiary thereof, with appropriate adjustments as to the number and kind of Shares and prices, or(iv) payment of Award in cash based on the value of Shares on the date of the Corporate Transaction plus reasonable interest on the Award throughthe date when such Award would otherwise be vested or have been paid in accordance with its original terms, if necessary to comply with Section409A of the Code. 9.3Outstanding Awards – Other Changes. In the event of any other change in the capitalization of the Company or corporate change other than thosespecifically referred to in this Article 9, subject to Applicable Laws and the terms of the Plan, the Committee may, in its sole discretion, make suchadjustments in the number and class of shares subject to Awards outstanding on the date on which such change occurs and in the per share grant orexercise price of each Award as the Committee may consider appropriate to prevent dilution or enlargement of rights. 9.4No Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation ofShares of any class, the payment of any dividend, any increase or decrease in the number of shares of any class or any dissolution, liquidation, merger,or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Committee under thePlan, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reasonthereof shall be made with respect to, the number of shares subject to an Award or the grant or exercise price of any Award. 16ARTICLE 10ADMINISTRATION 10.1Committee. The Plan shall be administered by the Board having regard to any recommendations made to the Board by the compensation committeeor if the Board has delegated the authority to the Committee members in accordance with the terms of such delegation (provided that in such case theCommittee shall not grant or amend Awards to any Committee members). The term “Committee” in this Plan shall refer to the Board unless adelegation has been made by the Board to the compensation committee and in which case only to the extent of such delegation. 10.2Section 162(m). To the extent Section 162(m) of the Code is applicable to the Company and the Committee determines it to be desirable to qualifyAwards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan shall be administeredby a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code. 10.3Action by the Committee. A majority of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting atwhich a quorum is present, or acts approved in writing by all the Committee members in lieu of a meeting, shall be deemed the acts of the Committee.Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer orother employee of the Company or any Subsidiary or Parent of the Company, the Company’s independent certified public accountants, or anyexecutive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. 10.4Authority of the Committee. Subject to any specific designation in the Plan, the Committee has the exclusive power, authority and discretion to: (a)Designate Participants to receive Awards; (b)Determine the type or types of Awards to be granted to each Participant; (c)Determine the number of Awards to be granted and the number of Shares to which an Award will relate; (d)Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, orpurchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisabilityof an Award, and accelerations or waivers thereof, any provisions related to non-competition and recapture of gain on an Award, based in eachcase on such considerations as the Committee in its sole discretion determines; 17 (e)Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may bepaid in, cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered; (f)Prescribe the form of each Award Agreement, which need not be identical for each Participant; Award; Plan; (g)Decide all other matters that must be determined in connection with an Award; (h)Determine the Fair Market Value, consistent with the terms of the Plan; (i)Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan; (j)Interpret the terms of, and any matter arising pursuant to, the Plan, any Award Agreement and any Award granted thereunder; and (k)Make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable toadminister the Plan. 10.5Restrictions on the Authority of the Committee.Subject to the above, the Committee may from time to time in its absolute discretion waive or amend the rules of the Plan as it deems desirable,provided that, except with the prior approval of the shareholders of the Company and the Parent (for so long as the Company remains a subsidiary of aParent who is listed on the Hong Kong Stock Exchange) in general meetings: (a)no alteration to any of the matters set out in Rule 17.03 of the Hong Kong Listing Rules shall be made to the advantage of Participants; and (b)no alteration to the terms and conditions of the Plan which are of a material nature or any change to the terms of Options granted may bemade, except where the alterations take effect automatically under the existing terms of the Plan,provided that for so long as the Company remains a subsidiary of the Parent, the amended terms must still comply with the relevant requirements ofChapter 17 of the Hong Kong Listing Rules.Any change to the authority of the Committee in relation to any alteration to the terms of the Plan must be approved by the shareholders of theCompany and the shareholders of the Parent (for so long as the Company remains a subsidiary of a Parent who is listed on the Hong Kong StockExchange) in general meetings. 10.6Decisions Binding. The Committee’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement and all decisions anddeterminations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. 18ARTICLE 11EFFECTIVE AND EXPIRATION DATE 11.1Effective Date. The Plan is effective as of the date the Plan is adopted and approved by the Board (the “Effective Date”). The Plan shall be ratified bythe shareholders of the Company by written resolutions at a general meeting duly held in accordance with the Company’s then effectivememorandum and articles of association within twenty-four (24) months of the Effective Date. For so long as the Company remains a subsidiary of aParent who is listed on the Hong Kong Stock Exchange, the Plan is conditional on the approval from the shareholders of the Parent in relation to theadoption of the Plan at the general meeting of the Parent (the “Parent Approval Date”). No new Shares shall be issued pursuant to Awards grantedunder the Plan prior to such ratification of the Plan by the shareholders of the Company. In the event that the Plan is not ratified by the shareholdersof the Company, all new Awards shall be null and void. 11.2Expiration Date. The Plan will expire on, and no Award may be granted pursuant to the Plan after, the tenth anniversary of the Effective Date. AnyAwards that are outstanding on the tenth anniversary of the Effective Date shall remain in force according to the terms of the Plan and the applicableAward Agreement.ARTICLE 12AMENDMENT, MODIFICATION, AND TERMINATION 12.1Amendment, Modification, And Termination. With the approval of the Board, at any time and from time to time, the Committee may terminate,amend or modify the Plan; provided, however, that (a) to the extent necessary to comply with Applicable Laws, the Company shall obtain shareholderapproval of any Plan amendment in such a manner and to such a degree as required, unless the Company decides to follow home country practice,and (b) unless the Company is permitted to and decides to follow home country practice, shareholder approval is required for any amendment to thePlan that (i) increases the number of Shares available under the Plan (other than any adjustment as provided by Article 9) or (ii) permits theCommittee to extend the term of the Plan. 12.2Awards Previously Granted. Except with respect to amendments made pursuant to Section 12.1, no termination, amendment, or modification of thePlan shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior written consent of the Participant.Upon the termination of the Plan no further Awards will be made but Options granted prior to such termination shall continue to be valid andexercisable in accordance with the rules of the Plan. 19ARTICLE 13GENERAL PROVISIONS 13.1No Rights to Awards. No Participant, employee, or other person shall have any claim to be granted any Award pursuant to the Plan, and neither theCompany nor the Committee is obligated to treat Participants, employees, and other persons uniformly. 13.2No Shareholders Rights. Except as otherwise determined by the Committee at the time of the grant of an Award or thereafter, no Award gives theParticipant any of the rights of a Shareholder of the Company unless and until Shares are in fact issued to such person in connection with such Award. 13.3Taxes. No Shares shall be delivered under the Plan to any Participant until such Participant has made arrangements acceptable to the Committee forthe satisfaction of any income and employment tax withholding obligations under Applicable Laws. The Company or any Subsidiary shall have theauthority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy all applicable taxes(including the Participant’s payroll tax obligations) required or permitted by Applicable Laws to be withheld with respect to any taxable eventconcerning a Participant arising as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoing requirement allow aParticipant to elect to have the Company withhold Shares otherwise issuable under an Award (or allow the return of Shares) having a Fair MarketValue equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of Shares which may be withheld withrespect to the issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award after such Shareswere acquired by the Participant from the Company) in order to satisfy any income and payroll tax liabilities applicable to the Participant withrespect to the issuance, vesting, exercise or payment of the Award shall, unless specifically approved by the Committee, be limited to the number ofShares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on theminimum statutory withholding rates for the applicable income and payroll tax purposes that are applicable to such supplemental taxable income. 13.4No Right to Employment or Services. Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of the ServiceRecipient to terminate any Participant’s employment or services at any time, nor confer upon any Participant any right to continue in the employmentor services of any Service Recipient. 13.5Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made toa Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater thanthose of a general creditor of the Company or any Subsidiary. 2013.6Indemnification. To the extent allowable pursuant to Applicable Laws, each member of the Committee or of the Board shall be indemnified and heldharmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connectionwith or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of anyaction or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action,suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the samebefore he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of anyother rights of indemnification to which such persons may be entitled pursuant to the Company’s Memorandum of Association and Articles ofAssociation, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 13.7Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits pursuant to any pension,retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary or Parent of the Company exceptto the extent otherwise expressly provided in writing in such other plan or an agreement thereunder. 13.8Expenses. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries. 13.9Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, thetext of the Plan, rather than such titles or headings, shall control. 13.10Fractional Shares. No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu offractional Shares or whether such fractional Shares shall be eliminated by rounding up or down as appropriate. 13.11Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to anyParticipant who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptiverule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application ofsuch exemptive rule. To the extent permitted by the Applicable Laws, the Plan and Awards granted or awarded hereunder shall be deemed amended tothe extent necessary to conform to such applicable exemptive rule. 13.12Government and Other Regulations. The obligation of the Company to make payment of awards in Shares or otherwise shall be subject to allApplicable Laws, and to such approvals by government agencies as may be required. The Company shall be under no obligation to register any of theShares paid pursuant to the Plan under the Securities Act or any other similar law in any applicable jurisdiction. If the Shares paid pursuant to the Planmay in certain circumstances be exempt from registration pursuant to the Securities Act or other Applicable Laws, the Company may restrict thetransfer of such Shares in such manner as it deems advisable to ensure the availability of any such exemption. 2113.13Governing Law. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of New York. 13.14Section 409A. It is the intent of the Company that payments and benefits under the Plan comply with Section 409A of the Code to the extent subjectthereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and be administered to be in compliance therewith. To theextent that the Committee determines that any Award granted under the Plan is or may become subject to Section 409A of the Code, the AwardAgreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, thePlan and the Award Agreements shall be interpreted in accordance with Section 409A of the Code and the U.S. Department of Treasury regulationsand other interpretative guidance issued thereunder, including without limitation any such regulation or other guidance that may be issued after theEffective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Committee determinesthat any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasuryguidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award Agreement oradopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that theCommittee determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended taxtreatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related U.S.Department of Treasury guidance. 13.15Appendices. The Committee may approve such supplements, amendments or appendices to the Plan as it may consider necessary or appropriate forpurposes of compliance with Applicable Laws or otherwise and such supplements, amendments or appendices shall be considered a part of the Plan;provided, however, that no such supplements shall increase the share limitation contained in Section 3.1 of the Plan without the approval of theBoard and shareholder approval to the extent required by Applicable Laws. 13.16Language. The Plan is written in English, and any Chinese translation is for convenience purposes only. In the event of any discrepancy between theEnglish portion of the Plan and the Chinese translation, the English portion shall govern. 22Exhibit 4.66AMENDMENT NO. 1 TO2016 SHARE INCENTIVE PLAN IIOFAUTOHOME INC.This Amendment No. 1 (“Amendment”) to the 2016 Share Incentive Plan II (the “2016 Plan II”) of Autohome Inc. (the “Company”) is effective as ofDecember 2, 2016.1. Pursuant to the resolutions passed in meeting of the board of directors of the Company on December 2, 2016, effective on the date first set forth above,Section 2.2 of the Plan is hereby amended by replacing the Section entirely as follows:“ “Award” means a Restricted Share award granted to a Participant pursuant to the Plan. ”2. Section 3.1 of the Plan is hereby amended by replacing the Section entirely as follows:“ Number of Shares.(a) Subject to the provisions of Article 9 and Section 3.1(b), the maximum aggregate number of Shares which may be issued pursuant to the Award ofRestricted Shares shall be 3,000,000 Shares. For the avoidance of doubt, notwithstanding otherwise stated in this Plan, only Restricted Shares may be grantedto Participants pursuant to this Plan.(b) To the extent that an Award terminates, expires, or lapses for any reason, any Shares subject to the Award shall again be available for the grant of an Awardpursuant to the Plan. To the extent permitted by Applicable Laws, Shares issued in assumption of, or in substitution for, any outstanding awards of any entityacquired in any form or combination by the Company or any Parent or Subsidiary of the Company shall not be counted against Shares available for grantpursuant to the Plan. Shares delivered by the Participant or withheld by the Company upon the exercise of any Award under the Plan, in payment of theexercise price thereof or tax withholding thereon, may again be granted or awarded hereunder, subject to the limitations of Section 3.1(a). If any RestrictedShares are forfeited by the Participant or repurchased by the Company, such Shares may again be granted or awarded hereunder, subject to the limitations ofSection 3.1(a). ”3. Section 8.2 of the Plan is hereby amended by replacing the Section entirely as follows:“Limits on Transfer. No right or interest of a Participant in any Award may be pledged, encumbered, or hypothecated to or in favor of any party other than theCompany or a Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or aSubsidiary. Except as otherwise provided by the Committee, no Award shall be assigned, transferred, or otherwise disposed of by a Participant other than bywill or the laws of descent and distribution. Nevertheless, an Award can be transferred to the immediate family members of a Participant, the holdingcompanies controlled by a Participant or his immediate family members, or trusts established for the benefit of a Participant or his family members, providedthat the costs and expenses arising from or in connection with such transfer will be assumed by the Participant. ”4. Section 2.18, Section 2.20, Section 2.21, Section 2.27, Article 5 and Article 7 of the Plan are hereby deemed voided and nullified.5. Notwithstanding the foregoing, except as amended hereby, each of the provisions of the 2016 Plan II shall remain in full force and effect, and thisAmendment shall not constitute a modification, acceptance or waiver of any other provision of the 2016 Plan II except as specifically provided herein.6. This Amendment shall be construed in accordance with and governed by the laws of the Cayman Islands.AUTOHOME INC.2016 SHARE INCENTIVE PLAN IIARTICLE 1PURPOSEThe purpose of the Autohome Inc. 2016 Share Incentive Plan II (the “Plan”) is to promote the success and enhance the value of Autohome Inc., acompany formed under the laws of the Cayman Islands (the “Company”), by linking the personal interests of the Directors, Employees, and Consultants tothose of the Company’s shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to theCompany’s shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services ofDirectors, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largelydependent.ARTICLE 2DEFINITIONS AND CONSTRUCTIONWherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise.The singular pronoun shall include the plural where the context so indicates.2.1 “Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate,securities, tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national market system, ofany jurisdiction applicable to Awards granted to residents therein.2.2 “Award” means an Option, Restricted Share or Restricted Share Unit award and share appreciation rights granted to a Participant pursuantto the Plan.2.3 “Award Agreement” means any written agreement, contract, or other instrument or document evidencing an Award, including throughelectronic medium.2.4 “Board” means the Board of Directors of the Company.2.5 “Cause” shall mean (i) performing an act or failing to perform any act in bad faith and to the detriment of the Company or any otherService Recipient; (ii) engaging in dishonesty, intentional misconduct or material breach of any agreement with the Company or any other ServiceRecipient; or (iii) conviction of, or plea of guilty or no contest to, a felony or any other crime involving dishonesty, breach of trust, or physical oremotional harm to any person.2.6 “Code” means the Internal Revenue Code of 1986 of the United States, as amended.2.7 “Committee” has the meaning described in Article 10.2.8 “Consultant” means any consultant or adviser if: (a) the consultant or adviser renders bona fide services to a Service Recipient; (b) theservices rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do notdirectly or indirectly promote or maintain a market for the Company’s securities; and (c) the consultant or adviser is a natural person who hascontracted directly with the Service Recipient to render such services.2.9 “Corporate Transaction”, unless otherwise defined in an Award Agreement, means any of the following transactions, provided, however,that the Committee shall determine under (d) and (e) whether multiple transactions are related, and its determination shall be final, binding andconclusive and, provided further, that the occurrence of a Trading Date shall not constitute a Corporate Transaction:(a) an amalgamation, arrangement, merger or consolidation or scheme of arrangement (i) in which the Company is not the survivingentity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated, or (ii) the holders of thevoting securities of the Company immediately prior to the transaction or their respective affiliates do not continue to hold more than 50% of the combinedvoting power of the voting securities of the surviving entity (or, as applicable, any Parent of such surviving entity) immediately following the transaction;(b) the sale, transfer or other disposition of all or substantially all of the assets of the Company;(c) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company;(d) any reverse takeover or series of related transactions culminating in a reverse takeover (including, but not limited to, a tender offerfollowed by a reverse takeover) in which the Company is the surviving entity but (A) the Company’s equity securities outstanding immediately prior to suchtakeover are converted or exchanged by virtue of the takeover into other property, whether in the form of securities, cash or otherwise, or (B) in whichsecurities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person orpersons (other than to an affiliate) different from those who held such securities immediately prior to such takeover or the initial transaction culminating insuch takeover, but excluding any such transaction or series of related transactions that the Committee determines shall not be a Corporate Transaction; or 2(e) acquisition in a single or series of related transactions by any person or related group of persons of beneficial ownership (within themeaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’soutstanding securities but excluding any such transaction or series of related transactions that the Committee determines shall not be a Corporate Transactionprovided, however, that any of the following acquisitions shall not be deemed to be a Corporate Transaction: (1) by the Company, any Parent, Subsidiary orRelated Entity, (2) by any employee benefit plan (or related trust) sponsored or maintained by the Company, any Parent, Subsidiary or Related Entity, or(3) by any underwriter temporarily holding securities pursuant to an offering of such securities.2.10 “Date of Grant” means, with respect to an Award, the date that the Award is granted and its exercise price is set (if applicable), consistentwith Applicable Laws and applicable financial accounting rules.2.11 “Director” means a member of the Board.2.12 “Disability”, unless otherwise defined in an Award Agreement, means that the Participant qualifies to receive long-term disabilitypayments under the Service Recipient’s long-term disability insurance program, as it may be amended from time to time, to which the Participantprovides services regardless of whether the Participant is covered by such policy. If the Service Recipient to which the Participant provides servicedoes not have a long-term disability plan in place, “Disability” means that a Participant is unable to carry out the responsibilities and functions of theposition held by the Participant by reason of any medically determinable physical or mental impairment for a period of not less than ninety(90) consecutive days. A Participant will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficientto satisfy the Committee in its discretion.2.13 “Effective Date” shall have the meaning set forth in Section 11.1.2.14 “Employee” means any person employed by the Company or any Parent or Subsidiary of the Company.2.15 “Exchange Act” means the Securities Exchange Act of 1934 of the United States, as amended.2.16 “Fair Market Value” means, as of any date, the value of Shares determined as follows:(a) If the Shares are listed on one or more established stock exchanges or national market systems, including without limitation, TheNew York Stock Exchange or The Nasdaq Stock Market, the Fair Market Value shall be the closing sales price for such shares (or the closing bid, if no saleswere reported) as quoted on the principal exchange or system on which the Shares are listed (as determined by the Committee) on the date of determination(or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid wasreported), as reported in The Wall Street Journal or such other source as the Committee deems reliable; 3(b) If the Shares are regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognizedsecurities dealer, the Fair Market Value shall be the closing sales price for such shares as quoted on such system or by such securities dealer on the date ofdetermination, but if selling prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid and low asked prices for theShares on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall StreetJournal or such other source as the Committee deems reliable; or(c) In the absence of an established market for the Shares of the type described in (a) and (b), above, the Fair Market Value thereof shallbe determined by the Committee in good faith and in its discretion.2.17 “Fiscal Year” means a fiscal year of the Company.2.18 “Incentive Share Option” means an Option that is intended to meet the requirements of Section 422 of the Code or any successorprovision thereto.2.19 “Independent Director” means a Director who meets the independence standards under the applicable corporate governance rules of thestock exchange and any other Applicable Laws.2.20 “Non-Qualified Share Option” means an Option that is not intended to be an Incentive Share Option.2.21 “Option” means a right granted to a Participant pursuant to Article 5 of the Plan to purchase a specified number of Shares at a specifiedprice during specified time periods. An Option may be either an Incentive Share Option or a Non-Qualified Share Option.2.22 “Participant” means a person who, as a Director, a Consultant or an Employee, has been granted an Award pursuant to the Plan.2.23 “Parent” means a parent corporation under Section 424(e) of the Code.2.24 “Plan” means this Autohome Inc. 2016 Share Incentive Plan II, as it may be amended from time to time.2.25 “Related Entity” means any business, corporation, partnership, limited liability company or other entity in which the Company or aParent or Subsidiary of the Company holds a substantial ownership interest, directly or indirectly, but which is not a Subsidiary and which the Boarddesignates as a Related Entity for purposes of the Plan. 42.26 “Restricted Share” means a Share awarded to a Participant pursuant to Article 6 that is subject to certain restrictions and may be subject torisk of forfeiture.2.27 “Restricted Share Unit” means the right granted to a Participant pursuant to Article 7 to receive a Share at a future date.2.28 “Restriction Period” means the period during which the transfer of Restricted Shares are subject to restrictions, which restrictions may bebased on the passage of time, the achievement of certain performance objectives, or the occurrence of other events as determined by the Committee, inits discretion.2.29 “Securities Act” means the Securities Act of 1933 of the United States, as amended.2.30 “Service Recipient” means the Company or any Parent or Subsidiary of the Company and any Related Entity to which a Participantprovides services as an Employee, a Consultant or a Director.2.31 “Share” means a Class A Ordinary Share, as defined in the fourth amended articles of association of the Company adopted by a specialresolution of shareholders on October 28, 2013 , and such other securities of the Company that may be substituted for Shares pursuant to Article 9.2.32 “Subsidiary” means any corporation or other entity of which a majority of the outstanding voting shares or voting power is beneficiallyowned or controlled through contractual arrangements directly or indirectly by the Company.2.33 “Trading Date” means the closing of the first sale to the general public of the Shares pursuant to a registration statement filed with anddeclared effective by the U.S. Securities and Exchange Commission under the Securities Act.2.34 “Trading Window Days” means the days which the Participant is not prohibited by the Company’s policy from trading.ARTICLE 3SHARES SUBJECT TO THE PLAN3.1 Number of Shares.(a) Subject to the provisions of Article 9 and Section 3.1(b), the maximum aggregate number of Shares which may be issued pursuant toall Awards (including Incentive Share Options) shall be 3,000,000 Shares. 5(b) To the extent that an Award terminates, expires, or lapses for any reason, any Shares subject to the Award shall again be available forthe grant of an Award pursuant to the Plan. To the extent permitted by Applicable Laws, Shares issued in assumption of, or in substitution for, anyoutstanding awards of any entity acquired in any form or combination by the Company or any Parent or Subsidiary of the Company shall not be countedagainst Shares available for grant pursuant to the Plan. Shares delivered by the Participant or withheld by the Company upon the exercise of any Award underthe Plan, in payment of the exercise price thereof or tax withholding thereon, may again be optioned, granted or awarded hereunder, subject to the limitationsof Section 3.1(a). If any Restricted Shares are forfeited by the Participant or repurchased by the Company, such Shares may again be optioned, granted orawarded hereunder, subject to the limitations of Section 3.1(a). Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned,granted or awarded if such action would cause an Incentive Share Option to fail to qualify under Section 422 of the Code.3.2 Shares Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares,treasury shares (subject to Applicable Laws) or Shares purchased on the open market. Additionally, in the discretion of the Committee, AmericanDepository Shares in an amount equivalent to the number of Shares which otherwise would be distributed pursuant to an Award may be distributed inlieu of Shares in settlement of any Award. If the number of Shares represented by an American Depository Share is other than on a one-to-one basis, thelimitations of Section 3.1 shall be adjusted to reflect the distribution of American Depository Shares in lieu of Shares.ARTICLE 4ELIGIBILITY AND PARTICIPATION4.1 Eligibility. Persons eligible to participate in this Plan include Employees, Consultants, and all Directors, as determined by the Committee.4.2 Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from among all eligible individuals, thoseto whom Awards shall be granted and shall determine the nature and amount of each Award. Except as provided in one or more written contractsbetween the Company and an individual, no individual shall have any right to be granted an Award pursuant to this Plan.ARTICLE 5OPTIONS5.1 General. The Committee is authorized to grant Options to Participants on the following terms and conditions:(a) Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Employees, Consultants or Directors atany time and from time to time as determined by the Committee. The Committee, in its sole discretion, shall determine the number of Shares subject to eachOption. The Committee may grant Incentive Share Options, Non-Qualified Share Options, or a combination thereof. 6(b) Exercise Price. The exercise price per Share subject to an Option shall be determined by the Committee and set forth in the AwardAgreement which may be a fixed or variable price related to the Fair Market Value of the Shares, to the extent not prohibited by the Applicable Laws. Theexercise price per Share subject to an Option may be amended or adjusted in the absolute discretion of the Committee, the determination of which shall befinal, binding and conclusive.(c) Time and Conditions of Exercise; Term. The Committee shall determine the time or times at which an Option may be exercised inwhole or in part. The Committee shall also determine any conditions, including performance conditions, if any, that must be satisfied before all or part of anOption may be exercised. The Committee shall determine the term of the Option, provided that the term of any Option granted under the Plan shall notexceed ten years from the Date of Grant and, provided further, that in the case of an Incentive Share Option granted to an Employee who, immediately prior tothe time the Incentive Share Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of theCompany or any Parent or Subsidiary of the Company, the term of the Incentive Share Option shall be no longer than five (5) years from the Date of Grant.(d) Payment. The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment,including, without limitation (i) cash or check denominated in U.S. Dollars, (ii) to the extent permissible under the Applicable Laws, cash or check in ChineseRenminbi, (iii) cash or check denominated in any other local currency as approved by the Committee, (iv) Shares held for such period of time as may berequired by the Committee in order to avoid adverse financial accounting consequences and having a Fair Market Value on the date of delivery equal to theaggregate exercise price of the Option or exercised portion thereof, (v) after the Trading Date the delivery of a notice that the Participant has placed a marketsell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion ofthe net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to theCompany upon settlement of such sale, (vi) other property acceptable to the Committee with a Fair Market Value equal to the exercise price, or (vii) anycombination of the foregoing. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a Director or an “executive officer” ofthe Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to pay the exercise price of an Option in any method which wouldviolate Section 13(k) of the Exchange Act.(e) Evidence of Grant. All Options shall be evidenced by an Award Agreement between the Company and the Participant. The AwardAgreement shall include such additional provisions as may be specified by the Committee. 7(f) Expiration of Option. Except as otherwise provided in an Award Agreement or in Section 5.2 of the Plan with respect to IncentiveShare Options, Options may not be exercised to any extent by anyone after the first to occur of the following events:(i) Ten years from the Date of Grant, unless an earlier time is set in the Award Agreement;(ii) Sixty (60) Trading Window Days after the Participant’s termination of employment and service for any reason other thanCause, death or Disability;(iii) Upon the Participant’s termination of employment for Cause; and(iv) Three (3) months after the date of the Participant’s termination of employment and service on account of Disability or death.Upon the Participant’s Disability or death, any Options exercisable as of the Participant’s Disability or death may be exercised by the Participant’s legalrepresentative or representatives, by the person or persons entitled to do so pursuant to the Participant’s last will and testament, or, if the Participant fails tomake testamentary disposition of such Option or dies intestate, by the person or persons entitled to receive the Option pursuant to the applicable laws ofdescent and distribution.Any Options not exercised within the period of time required pursuant to the earliest to occur of the events described in (i) – (iv)above shall terminate and the Shares covered by such Option shall revert to the Plan. In addition, except as otherwise provided in an Award Agreement, if, onthe date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall be forfeitedby the Participant and shall immediately revert to the Plan. If the Participant’s employment is terminated for Cause, the Company has the right to cancel,forfeit and revoke the Shares underlying the exercised Options, or seek damages or compensation.5.2 Incentive Share Options. Incentive Share Options, which shall be no greater than 20% of the size of the total pool, may be granted toEmployees of the Company or a Parent or Subsidiary of the Company.(a) Individual Dollar Limitation. The aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares withrespect to which Incentive Share Options are first exercisable by a Participant in any calendar year may not exceed US$100,000 or such other limitation asimposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive Share Options are first exercisable by a Participant in excessof such limitation, the excess shall be considered Non-Qualified Share Options. 8(b) Exercise Price. The exercise price of an Incentive Share Option shall be equal to the Fair Market Value on the date of grant.However, the exercise price of any Incentive Share Option granted to any individual who, at the date of grant, owns Shares possessing more than ten percentof the total combined voting power of all classes of shares of the Company may not be less than 110% of Fair Market Value on the date of grant and suchOption may not be exercisable for more than five years from the date of grant.(c) Notice of Disposition. The Participant shall give the Company prompt notice of any disposition of Shares acquired by exercise of anIncentive Share Option within (i) two years from the date of grant of such Incentive Share Option or (ii) one year after the transfer of such Shares to theParticipant.(d) Expiration of Incentive Share Options. No Award of an Incentive Share Option may be made pursuant to this Plan after the tenthanniversary of the Effective Date.(e) Right to Exercise. During a Participant’s lifetime, an Incentive Share Option may be exercised only by the Participant.ARTICLE 6RESTRICTED SHARES6.1 Grant of Restricted Shares. The Committee, at any time and from time to time, may grant Restricted Shares to Participants as theCommittee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of Restricted Shares to be grantedto each Participant.6.2 Restricted Shares Award Agreement. Each Award of Restricted Shares shall be evidenced by an Award Agreement that shall specify theRestriction Period, the number of Restricted Shares granted, and such other terms and conditions as the Committee, in its sole discretion, shalldetermine. Unless the Committee determines otherwise, Restricted Shares shall be held by the Company as escrow agent until the restrictions on suchRestricted Shares have lapsed.6.3 Issuance and Restrictions. Restricted Shares shall be subject to such restrictions on transferability and other restrictions as the managementmay impose (including, without limitation, limitations on the right to vote Restricted Shares or the right to receive dividends on the Restricted Share).These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as theCommittee determines at the time of the grant of the Award or thereafter.6.4 Forfeiture/Repurchase. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upontermination of employment or service during the applicable Restriction Period, Restricted Shares that are at that time subject to restrictions shall beforfeited or repurchased in accordance with the Award Agreement; provided, however, the management may (a) provide in any Restricted Share AwardAgreement that restrictions or forfeiture and repurchase conditions relating to Restricted Shares will be waived in whole or in part in the event ofterminations resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relatingto Restricted Shares. 96.5 Certificates for Restricted Shares. Restricted Shares granted pursuant to the Plan may be evidenced in such manner as the Committee shalldetermine. If certificates representing Restricted Shares are registered in the name of the Participant, certificates must bear an appropriate legendreferring to the terms, conditions, and restrictions applicable to such Restricted Shares, and the Company may, at its discretion, retain physicalpossession of the certificate until such time as all applicable restrictions lapse.6.6 Removal of Restrictions. Except as otherwise provided in this Article 6, Restricted Shares granted under the Plan shall be released fromescrow as soon as practicable after the last day of the Restriction Period. The Committee, in its discretion, may accelerate the time at which anyrestrictions shall lapse or be removed. After the restrictions have lapsed, the Participant shall be entitled to have any legend or legends underSection 6.5 removed from his or her Share certificate, and the Shares shall be freely transferable by the Participant, subject to applicable legalrestrictions. The Committee (in its discretion) may establish procedures regarding the release of Shares from escrow and the removal of legends, asnecessary or appropriate to minimize administrative burdens on the Company.ARTICLE 7RESTRICTED SHARE UNITS7.1 Grant of Restricted Share Units. The Committee, at any time and from time to time, may grant Restricted Share Units to Participants as theCommittee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of Restricted Share Units to begranted to each Participant.7.2 Restricted Share Units Award Agreement. Each Award of Restricted Share Units shall be evidenced by an Award Agreement that shallspecify any vesting conditions, the number of Restricted Share Units granted, and such other terms and conditions as the Committee, in its solediscretion, shall determine.7.3 Performance Objectives and Other Terms. The Committee, in its discretion, may set performance objectives or other vesting criteria which,depending on the extent to which they are met, will determine the number or value of Restricted Share Units that will be paid out to the Participants.7.4 Form and Timing of Payment of Restricted Share Units. At the time of grant, the Committee shall specify the date or dates and/or event orevents upon which the Restricted Share Units shall become fully vested and nonforfeitable. Upon vesting, the Committee, in its sole discretion, maypay Restricted Share Units in the form of cash, in Shares or in a combination thereof. 107.5 Forfeiture/Repurchase. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upontermination of employment and service during the applicable restriction period, Restricted Share Units that are at that time unvested shall be forfeitedor repurchased in accordance with the Award Agreement; provided, however, the Committee may (a) provide in any Restricted Share Unit AwardAgreement that restrictions or forfeiture and repurchase conditions relating to Restricted Share Units will be waived in whole or in part in the event ofterminations resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relatingto Restricted Share Units.ARTICLE 8PROVISIONS APPLICABLE TO AWARDS8.1 Award Agreement. Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations foreach Award, which may include the term of an Award, the provisions applicable in the event the Participant’s employment or service terminates, andthe Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award.8.2 Limits on Transfer. No right or interest of a Participant in any Award may be pledged, encumbered, or hypothecated to or in favor of anyparty other than the Company or a Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any other party other thanthe Company or a Subsidiary. Except as otherwise provided by the Committee, no Award shall be assigned, transferred, or otherwise disposed of by aParticipant other than by will or the laws of descent and distribution. Nevertheless, an Award (other than an Incentive Share Option) can be transferredto the immediate family members of a Participant, the holding companies controlled by a Participant or his immediate family members, or trustsestablished for the benefit of a Participant or his family members, provided that the costs and expenses arising from or in connection with such transferwill be assumed by the Participant.8.3 Beneficiaries. Notwithstanding Section 8.2, a Participant may, in the manner determined by the Committee, designate a beneficiary toexercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legalguardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any AwardAgreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictionsdeemed necessary or appropriate by the Committee. If the Participant is married and resides in a community property state, a designation of a personother than the Participant’s spouse as his or her beneficiary with respect to more than 50% of the Participant’s interest in the Award shall not beeffective without the prior written consent of the Participant’s spouse. If no beneficiary has been designated or survives the Participant, payment shallbe made to the person entitled thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiarydesignation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee. 118.4 Share Certificates. Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificatesevidencing the Shares pursuant to the exercise of any Award, unless and until the Committee has determined, with advice of counsel, that the issuanceand delivery of such certificates is in compliance with all Applicable Laws, regulations of governmental authorities and, if applicable, the requirementsof any exchange on which the Shares are listed or traded. All Share certificates delivered pursuant to the Plan are subject to any stop-transfer orders andother restrictions as the Committee deems necessary or advisable to comply all Applicable Laws, and the rules of any national securities exchange orautomated quotation system on which the Shares are listed, quoted, or traded. The Committee may place legends on any Share certificate to referencerestrictions applicable to the Shares. In addition to the terms and conditions provided herein, the Committee may require that a Participant make suchreasonable covenants, agreements, and representations as the Committee, in its discretion, deems advisable in order to comply with any such laws,regulations, or requirements. The Committee shall have the right to require any Participant to comply with any timing or other restrictions with respectto the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee.8.5 Paperless Administration. Subject to Applicable Laws, the Committee may make Awards, provide applicable disclosure and procedures forexercise of Awards by an internet website or interactive voice response system for the paperless administration of Awards.8.6 Foreign Currency. A Participant may be required to provide evidence that any currency used to pay the exercise price of any Award wereacquired and taken out of the jurisdiction in which the Participant resides in accordance with Applicable Laws, including foreign exchange controllaws and regulations. In the event the exercise price for an Award is paid in Chinese Renminbi or other foreign currency, as permitted by theCommittee, the amount payable will be determined by conversion from U.S. dollars at the official rate promulgated by the People’s Bank of China forChinese Renminbi, or for jurisdictions other than the People’s Republic of China, the exchange rate as selected by the Committee on the date ofexercise. 12ARTICLE 9CHANGES IN CAPITAL STRUCTURE9.1 Adjustments. In the event of any dividend, share split, combination or exchange of Shares, amalgamation, arrangement or consolidation,spin-off, recapitalization or other distribution (not including normal cash dividends after the Trading Date) of Company assets to its shareholders, orany other change affecting the shares of Shares or the price or value of a Share, the Committee shall consider whether there is any diminution orenlargement of the benefits intended to be made available under the Award, and then may in its sole discretion make such proportionate adjustments (ifany) as it considers to reflect such change with respect to (a) the aggregate number and type of shares that may be issued under the Plan (including, butnot limited to, adjustments of the limitations in Section 3.1); (b) the terms and conditions of any outstanding Awards (including, without limitation,any applicable performance targets or criteria with respect thereto); (c) the grant or exercise price per share for any outstanding Awards under the Plan;and (d) in the case of a spin-off, the additional number and type of shares (including shares in the entities being spun-off) that shall be issued or anappropriate decrease of exercise price in connection with the spin-off.9.2 Corporate Transactions. Except as may otherwise be provided in any Award Agreement or any other written agreement entered into by andbetween the Company and a Participant, if the Committee anticipates the occurrence, or upon the occurrence, of a Corporate Transaction, theCommittee may, in its sole discretion, provide for one or more of the following: (i) any and all Awards outstanding hereunder to terminate at a specifictime in the future and shall give each Participant the right to exercise the vested portion of such Awards during a period of time as the Committee shalldetermine, or (ii) the termination of any Award in exchange for an amount of cash equal to the amount that could have been attained upon the exerciseof such Award (and, for the avoidance of doubt, if as of such date the Committee determines in good faith that no amount would have been attainedupon the exercise of such Award, then such Award may be terminated by the Company without payment), or (iii) the replacement of such Award withother rights or property selected by the Committee in its sole discretion or the assumption of or substitution of such Award by the successor orsurviving corporation, or a Parent or Subsidiary thereof, with appropriate adjustments as to the number and kind of Shares and prices, or (iv) payment ofAward in cash based on the value of Shares on the date of the Corporate Transaction plus reasonable interest on the Award through the date when suchAward would otherwise be vested or have been paid in accordance with its original terms, if necessary to comply with Section 409A of the Code.9.3 Outstanding Awards – Other Changes. In the event of any other change in the capitalization of the Company or corporate change otherthan those specifically referred to in this Article 9, subject to Applicable Laws and the terms of the Plan, the Committee may, in its sole discretion,make such adjustments in the number and class of shares subject to Awards outstanding on the date on which such change occurs and in the per sharegrant or exercise price of each Award as the Committee may consider appropriate to prevent dilution or enlargement of rights. 139.4 No Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision orconsolidation of Shares of any class, the payment of any dividend, any increase or decrease in the number of shares of any class or any dissolution,liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of theCommittee under the Plan, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and noadjustment by reason thereof shall be made with respect to, the number of shares subject to an Award or the grant or exercise price of any Award.ARTICLE 10ADMINISTRATION10.1 Committee. The Plan shall be administered by the Board having regard to any recommendations made to the Board by the compensationcommittee or if the Board has delegated the authority to the Committee members in accordance with the terms of such delegation (provided that insuch case the Committee shall not grant or amend Awards to any Committee members). The term “Committee” in this Plan shall refer to the Boardunless a delegation has been made by the Board to the compensation committee and in which case only to the extent of such delegation.10.2 Section 162(m). To the extent Section 162(m) of the Code is applicable to the Company and the Committee determines it to be desirableto qualify Awards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan shall beadministered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code.10.3 Action by the Committee. A majority of the Committee shall constitute a quorum. The acts of a majority of the members present at anymeeting at which a quorum is present, or acts approved in writing by all the Committee members in lieu of a meeting, shall be deemed the acts of theCommittee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member byany officer or other employee of the Company or any Subsidiary or Parent of the Company, the Company’s independent certified public accountants,or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.10.4 Authority of the Committee. Subject to any specific designation in the Plan, the Committee has the exclusive power, authority anddiscretion to:(a) Designate Participants to receive Awards;(b) Determine the type or types of Awards to be granted to each Participant;(c) Determine the number of Awards to be granted and the number of Shares to which an Award will relate; 14(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price,grant price, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisabilityof an Award, and accelerations or waivers thereof, any provisions related to non-competition and recapture of gain on an Award, based in each case on suchconsiderations as the Committee in its sole discretion determines;(e) Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Awardmay be paid in, cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;(f) Prescribe the form of each Award Agreement, which need not be identical for each Participant;(g) Decide all other matters that must be determined in connection with an Award;(h) Determine the Fair Market Value, consistent with the terms of the Plan;(i) Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;(j) Interpret the terms of, and any matter arising pursuant to, the Plan, any Award Agreement and any Award granted thereunder; and(k) Make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary oradvisable to administer the Plan.10.5 Decisions Binding. The Committee’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement and alldecisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties.ARTICLE 11EFFECTIVE AND EXPIRATION DATE11.1 Effective Date. The Plan is effective as of the date the Plan is adopted and approved by the Board (the “Effective Date”). The Plan shall beratified by the shareholders of the Company by written resolutions at a general meeting duly held in accordance with the Company’s then effectivememorandum and articles of association within twelve (12) months of the Effective Date. No new Shares shall be issued pursuant to Awards grantedunder the Plan prior to such ratification of the Plan by the Shareholders of the Company. In the event that the Plan is not ratified by the shareholders ofthe Company, all new Awards shall be null and void. 1511.2 Expiration Date. The Plan will expire on, and no Award may be granted pursuant to the Plan after, the tenth anniversary of the EffectiveDate. Any Awards that are outstanding on the tenth anniversary of the Effective Date shall remain in force according to the terms of the Plan and theapplicable Award Agreement.ARTICLE 12AMENDMENT, MODIFICATION, AND TERMINATION12.1 Amendment, Modification, And Termination. With the approval of the Board, at any time and from time to time, the Committee mayterminate, amend or modify the Plan; provided, however, that (a) to the extent necessary to comply with Applicable Laws, the Company shall obtainshareholder approval of any Plan amendment in such a manner and to such a degree as required, unless the Company decides to follow home countrypractice, and (b) unless the Company is permitted to and decides to follow home country practice, shareholder approval is required for any amendmentto the Plan that (i) increases the number of Shares available under the Plan (other than any adjustment as provided by Article 9) or (ii) permits theCommittee to extend the term of the Plan.12.2 Awards Previously Granted. Except with respect to amendments made pursuant to Section 12.1, no termination, amendment, ormodification of the Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior written consentof the Participant. 16ARTICLE 13GENERAL PROVISIONS13.1 No Rights to Awards. No Participant, employee, or other person shall have any claim to be granted any Award pursuant to the Plan, andneither the Company nor the Committee is obligated to treat Participants, employees, and other persons uniformly.13.2 No Shareholders Rights. Except as otherwise determined by the Committee at the time of the grant of an Award or thereafter, no Awardgives the Participant any of the rights of a Shareholder of the Company unless and until Shares are in fact issued to such person in connection withsuch Award.13.3 Taxes. No Shares shall be delivered under the Plan to any Participant until such Participant has made arrangements acceptable to theCommittee for the satisfaction of any income and employment tax withholding obligations under Applicable Laws. The Company or any Subsidiaryshall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy allapplicable taxes (including the Participant’s payroll tax obligations) required or permitted by Applicable Laws to be withheld with respect to anytaxable event concerning a Participant arising as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoingrequirement allow a Participant to elect to have the Company withhold Shares otherwise issuable under an Award (or allow the return of Shares) havinga Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of Shares which may bewithheld with respect to the issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award aftersuch Shares were acquired by the Participant from the Company) in order to satisfy any income and payroll tax liabilities applicable to the Participantwith respect to the issuance, vesting, exercise or payment of the Award shall, unless specifically approved by the Committee, be limited to the numberof Shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on theminimum statutory withholding rates for the applicable income and payroll tax purposes that are applicable to such supplemental taxable income.13.4 No Right to Employment or Services. Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of theService Recipient to terminate any Participant’s employment or services at any time, nor confer upon any Participant any right to continue in theemployment or services of any Service Recipient. 1713.5 Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments notyet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that aregreater than those of a general creditor of the Company or any Subsidiary.13.6 Indemnification. To the extent allowable pursuant to Applicable Laws, each member of the Committee or of the Board shall beindemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by suchmember in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may beinvolved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction ofjudgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handleand defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not beexclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Memorandum of Association andArticles of Association, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.13.7 Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits pursuant to anypension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary or Parent of the Companyexcept to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.13.8 Expenses. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.13.9 Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of anyconflict, the text of the Plan, rather than such titles or headings, shall control.13.10 Fractional Shares. No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall be givenin lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down as appropriate. 1813.11 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award granted orawarded to any Participant who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in anyapplicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirementsfor the application of such exemptive rule. To the extent permitted by the Applicable Laws, the Plan and Awards granted or awarded hereunder shall bedeemed amended to the extent necessary to conform to such applicable exemptive rule.13.12 Government and Other Regulations. The obligation of the Company to make payment of awards in Shares or otherwise shall be subjectto all Applicable Laws, and to such approvals by government agencies as may be required. The Company shall be under no obligation to register anyof the Shares paid pursuant to the Plan under the Securities Act or any other similar law in any applicable jurisdiction. If the Shares paid pursuant to thePlan may in certain circumstances be exempt from registration pursuant to the Securities Act or other Applicable Laws, the Company may restrict thetransfer of such Shares in such manner as it deems advisable to ensure the availability of any such exemption.13.13 Governing Law. The Plan and all Award Agreements shall be construed in accordance with and governed by but not the choice of lawrules of the State of New York.13.14 Section 409A. It is the intent of the Company that payments and benefits under the Plan comply with Section 409A of the Code to theextent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and be administered to be in compliancetherewith. To the extent that the Committee determines that any Award granted under the Plan is or may become subject to Section 409A of the Code,the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extentapplicable, the Plan and the Award Agreements shall be interpreted in accordance with Section 409A of the Code and the U.S. Department of Treasuryregulations and other interpretative guidance issued thereunder, including without limitation any such regulation or other guidance that may be issuedafter the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Committeedetermines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department ofTreasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable AwardAgreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions,that the Committee determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended taxtreatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related U.S.Department of Treasury guidance. 1913.15 Appendices. The Committee may approve such supplements, amendments or appendices to the Plan as it may consider necessary orappropriate for purposes of compliance with Applicable Laws or otherwise and such supplements, amendments or appendices shall be considered a partof the Plan; provided, however, that no such supplements shall increase the share limitation contained in Section 3.1 of the Plan without the approvalof the Board and shareholder approval to the extent required by Applicable Laws. 20Exhibit 4.67INVESTOR’S RIGHTS AGREEMENTINVESTOR’S RIGHTS AGREEMENT (this “Agreement”), dated as of September 30, 2016, by and between Yun Chen Capital Cayman, acompany organized and existing under the laws of the Cayman Islands (“Yun Chen Capital”), and Autohome Inc., a company organized and existing underthe laws of the Cayman Islands (the “Company”) (each a “Party” and collectively the “Parties”).RECITALS:WHEREAS, Yun Chen Capital is the largest shareholder of the Company as of the date hereof;WHEREAS, the Parties desire to address herein certain relationships between themselves with respect to information rights and certain othermatters;NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:ARTICLE IINTRODUCTORY MATTERS1.1 Defined Terms. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meaningsindicated:“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, iscontrolled by or is under common control with, the Person specified.“Articles” means the Fourth Amended and Restated Memorandum and Articles of Association of the Company, as the same may be amendedfrom time to time.“Business Day” means a day other than a Saturday, Sunday, holiday or other day on which commercial banks in (i) New York, New York, or(ii) Beijing, People’s Republic of China are authorized or required by law to close.“control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, ofthe power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract orotherwise.“Governmental Authority” means any national, federal, provincial, state, municipal or local government or any political subdivision thereof,and any entity exercising executive, legislative, judicial, regulatory, parliamentary or administrative functions of or pertaining to government. 1“Group” means the Company and its Subsidiaries and “Group Company” means any one of them.“Law” means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive, requirement, or othergovernmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, anyGovernmental Authority.“Member” means a duly registered holder from time to time of the shares in the capital of the Company.“Ordinary Shares” means the ordinary shares of the Company.“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a jointventure, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.“SEC” means the U.S. Securities and Exchange Commission or any successor agency.“Subsidiary” means, with respect to any Person, any and all corporations, partnerships, limited liability companies, joint ventures, associations,variable interest entities or other entities controlled by such Person directly or indirectly through one or more intermediaries.“Tax” means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values,turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions,rates and levies (including without limitation social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposedby way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person and all penalties, charges, costs and interest relatingthereto.“Taxing Authority” means any taxing or other authority competent to impose any liability in respect of Tax or responsible for theadministration and/or collection of Tax or enforcement of any law in relation to Tax.“UNCITRAL” means the United Nations Commission on International Trade Law.1.2 Construction. The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent,and no rule of strict construction will be applied against any Party. Unless the context otherwise requires: (a) “or” is disjunctive but not exclusive, (b) wordsin the singular include the plural, and in the plural include the singular, and (c) the words “hereof”, “herein”, and “hereunder” and words of similar importwhen used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to thisAgreement unless otherwise specified. 2ARTICLE IIACCESS TO INFORMATION2.1 Books and Records; Access. So long as Yun Chen Capital holds at least 20% of the issued and outstanding shares in the capital of theCompany, the Company shall, and shall cause its Subsidiaries, to permit Yun Chen Capital and its respective designated representatives, at their own costand expense, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of any of the Group Companies and todiscuss the affairs, finances and condition of any of the Group Companies with the officers of the Group Companies, as applicable, subject to the terms setforth in the Article II of this Agreement.2.2 Information to be Prepared.2.2.1 If Yun Chen Capital holds at least 20% of the issued and outstanding shares in the capital of the Company, and is deemed by its externalauditor that it is necessary to consolidate the financial statements of the Company into Yun Chen Capital’s financial statements in accordance with theChinese accounting standards, the Company shall deliver the following information, at Yun Chen Capital’s cost and expense and upon Yun Chen Capital’srequest, in accordance with Chinese accounting standards, to Yun Chen Capital:(a) As early as practicable within 120 days after the close of each calendar year, the following financial statements, examined by and certifiedto by the Company’s external auditors: (i) the audited consolidated balance sheet of the Company as of the close of such calendar year; (ii) the auditedconsolidated statement of the Company’s comprehensive income for such calendar year; and (iii) the audited consolidated statement of the Company’s cashflows for such calendar year;(b) Within the earlier of 60 days after the end of each half calendar year , the unaudited consolidated balance sheet of the Company as of theend of such half calendar year and unaudited consolidated statements of income and other relevant financial information usually included in the interimfinancial review and the corresponding supporting data and management schedules that are reasonably required by Yun Chen Capital;(c) Within the earlier of 45 days after the end of each fiscal quarter or 3 Business Days prior to filing financial statements in relations to thepreceding quarter with the SEC or other regulatory body, the unaudited consolidated balance sheet of the Company as of the end of such fiscal quarter andunaudited consolidated statements of income and Company net profits and net losses for the period commencing at the end of the previous fiscal year andending with the end of such fiscal quarter, certified by the Company; 3(d) Within 10 Business Days after the end of each month, the unaudited consolidated management accounts of the Company, including adetailed profit and loss statement, balance sheet and cash flow statement; and(e) Yun Chen Capital should notify the Company as soon as practicable once it is deemed by its external auditor that it is no longer required toconsolidate the financial statements of the Company into Yun Chen Capital’s financial statements in accordance with the Chinese accounting standards.2.2.2 If Yun Chen Capital holds at least 20% of the issued and outstanding shares in the capital of the Company, and is deemed by its externalauditor that it’s necessary to account for (but not consolidate) its investment in the Company under equity method, the Company shall deliver the followinginformation, upon Yun Chen Capital’s request, at Yun Chen Capital’s cost and expense, in accordance with Chinese accounting standards to Yun ChenCapital:(a) Within the earlier of 60 days after the end of each half calendar year, the unaudited consolidated balance sheet of the Company as of the endof such half calendar year and unaudited consolidated statements of income and other relevant financial information usually included in the interim financialreview and the corresponding supporting data and management schedules that are reasonably required by Yun Chen Capital; and(b) Within 45 Days after the end of each quarter, the unaudited consolidated management accounts of the Company, including a detailed profitand loss statement, balance sheet and cash flow statement.2.2.3 So long as Yun Chen Capital holds at least 20% of the issued and outstanding shares in the capital of the Company: (a) the Company shalldeliver to Yun Chen Capital a copy of the register of holders of the Company listing the current owners of Ordinary Shares and the number of Ordinary Sharesowned by each Member within 30 Business Days after the end of each quarter and (b) the Company shall also prepare, or cause to be prepared, theinformation reasonably requested by Yun Chen Capital, at Yun Chen Capital’s cost and expense, as soon as reasonably practicable. 4ARTICLE IIIPUBLIC ANNOUNCEMENTS3.1 Approval. None of the Parties may make any public announcement or issue any circular relating to the subject matter of this Agreementwithout the prior written approval of the other Party. This restriction does not affect any announcement or circular required by law or any regulatory body orthe rules of any recognized stock exchange; provided, however, that the Party with an obligation to make an announcement or issue a circular shall consultwith the other Party so far as is reasonably practicable before complying with such obligation.3.2 Verbal statements. The Parties agree that any verbal statements made or replies to questions given by any Party relating to the Company orthis Agreement shall be consistent with any public announcements or circulars made in accordance with Section 3.1.ARTICLE IVCONFIDENTIALITY4.1 Confidentiality.(a) Subject to Sections 3.1 and 4.1(b): (i)each of the Parties shall treat as strictly confidential and not disclose or use any documents, materials and other information, inwhatever form, whether technical or commercial, received or obtained by it as a result of entering into this Agreement, which relatesto: (A)the provisions of this Agreement and any agreement entered into in relation to this Agreement; or (B)the negotiations relating to this Agreement (and any other agreements entered into in relation to this Agreement); (ii)each Party shall treat as strictly confidential and not disclose or use any information relating to the business, financial or otheraffairs (including future plans and targets) of any other Party or any member of their group; (iii)each Party shall treat as strictly confidential and not disclose or use any information relating to the business, financial or otheraffairs (including future plans and targets) of the Group. 5(b) Section 4.1(a) shall not prohibit disclosure or use of any information if and to the extent: (i)the disclosure or use is required by law, any regulatory body or any recognized stock exchange on which the shares of any Party islisted; (ii)the disclosure or use is required to vest the full benefit of this Agreement in any Party; (iii)the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreemententered into under or pursuant to this Agreement or the disclosure is made to a Taxing Authority in connection with the Tax affairsof the disclosing Party; (iv)the disclosure is made to professional advisers or actual or potential financiers of any Party on a need to know basis and on termsthat these professional advisers or actual or potential financiers undertake to comply with the provisions of Section 4.1(a) inrespect of such information as if they were a party to this Agreement; (v)the information is or becomes publicly available (other than by breach of this Agreement); (vi)the disclosure is made on a confidential basis to potential purchasers of all or part of any Party or to their professional advisers orfinanciers; provided that any of these persons need to know the information for the purposes of considering, evaluating, advisingon or furthering the potential purchase (vii)the other Party has given prior written approval, such approval not to be unreasonably withheld or delayed, to the disclosure oruse; (viii)the information is independently developed after the date hereof; or (ix)the disclosure or use is a disclosure by Yun Chen Capital to any of its Affiliates, is on a need to know basis and Yun Chen Capitaluses reasonable endeavors to ensure that the relevant Affiliate is aware of and complies with the confidentiality obligations set outin this Article IV; provided that prior to disclosure or use of any information pursuant to Section 4.1(b)(i), (ii) or (iii), the Partyconcerned shall promptly notify the other Party of these requirements with a view to providing the other Party with theopportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use. 6(c) A recipient of confidential information may disclose such confidential information to its shareholders, employees, directors, representativesand agents only to the extent reasonably necessary for the achievement of the objectives of this Agreement. A recipient of information shall ensure that itsrelevant shareholders, employees, directors, representatives and agents are aware of and comply with the confidentiality obligations set out in this Article IV.4.2 Damages not an adequate remedy. Without prejudice to any other rights or remedies which a Party may have, the Parties acknowledge andagree that damages would not be an adequate remedy for any breach of this Article IV and the remedies of injunction, specific performance and otherequitable relief are appropriate for any threatened or actual breach of this provision and no proof of special damages shall be necessary for the enforcement ofthe rights under this Article IV.4.3 Survival. The provisions of this Article IV shall survive the termination of this Agreement for whatever cause.ARTICLE VMISCELLANEOUS5.1 Termination. Except as otherwise provided in this Agreement, this Agreement shall continue in full force and effect until the earlier of thedate: (i) each Party agrees in writing to terminate this Agreement; and (ii) Yun Chen Capital holds less than 20% of the issued shares in the capital of theCompany.5.2 Notices. Any notice, request, instruction or other document to be given hereunder by any Party hereto to another Party hereto shall be inwriting, shall be and shall be deemed given (a) at the time of delivery, if delivered by hand, registered mail or courier and (b) at the time of transmission inlegible form, if delivered by fax, in each case to the Parties at the following addresses (or at such other address for a Party as shall be specified by notice fromsuch Party):if to the Company:Autohome Inc.10th Floor, Tower B, CEC Plaza3 Dan Ling StreetHaidan District, Beijing 100080The People’s Republic of ChinaAttn: Chief Financial OfficerFax: +86 10 5985 7387 7if to Yun Chen Capital:Yun Chen Capital CaymanPingAn Finance Building,No. 1333 Lujiazui Loop,Pudong District, Shanghai 200120,People’s Republic of China.Attn: ( )Fax: +86 21 3382 7052Email: zhaoyiming188@pingan.com.cn5.3 Further Assurances. The Parties hereto will use their best efforts to sign such further documents, cause such meetings to be held, cause suchresolutions to be passed, exercise their votes and do and perform and cause to be done such further acts and things as may be necessary, including amendingthe Articles, in order to give full effect to this Agreement and every provision hereof.5.4 Amendment; Waiver. This Agreement may be amended, supplemented, restated or otherwise modified only by a written instrument executedby the parties hereto. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and executed by the Partyso waiving. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including without limitation, any investigation by oron behalf of any Party, will be deemed to constitute a waiver by the Party taking such action of compliance with any covenants or agreements containedherein. The waiver by any Party hereto of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.5.5 Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the successors andpermitted assigns of the parties hereto. No Party shall assign all or any part of this Agreement without the prior written consent of the other Party, except thatYun Chen Capital may assign any of its rights and obligations under this Agreement to any of its Affiliates (other than the Company or any of itsSubsidiaries) without the prior written consent of the other Party, and any such transferee (each, an “Affiliate Transferee”) shall, concurrently with theeffectiveness of such transfer, become a party to this Agreement. Except as otherwise provided therein, no Person other than the parties hereto and theirsuccessors and permitted assigns is intended to be a beneficiary of this Agreement.5.6 Compliance with Law. Nothing in this Agreement shall obligate, or to be interpreted or construed to obligate, any party to violate anycurrent and future applicable Law, including applicable securities laws and exchange rules. To the extent that any provisions, paragraphs or clauses imposesuch obligations, all such provisions, paragraphs or clauses shall automatically become void. 85.7 Governing Law; Submission to Jurisdiction, Etc.(a) This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to theconflict of laws principles thereof.(b) Each of the Parties hereto agrees all disputes arising among the Parties in connection with this Agreement, or the breach, termination,interpretation or validity thereof, shall be finally settled by the Hong Kong International Arbitration Centre (the “HKIAC”) pursuant to UNCITRAL ruleswith the Company, on the one hand, being entitled to designate one arbitrator, and with Yun Chen Capital, on the other hand, being entitled to designate onearbitrator, while the third arbitrator will be selected by agreement between the two designated arbitrators or, failing such agreement, within 10 calendar daysof initial consultation between the two arbitrators, by the HKIAC pursuant to its arbitration rules. If any Party fails to designate its arbitrator within 20calendar days after the designation of the first of the three arbitrators, the HKIAC shall have the authority to designate any person whose interests are neutralto the Parties as the second of the three arbitrators. The arbitration shall be conducted in English. To the extent consistent with UNCITRAL rules, each of theparties hereto shall cooperate with the others in provision of information during any discovery process relating to arbitrations in connection with thisAgreement. The Parties hereto further agree that, to the extent consistent with UNCITRAL rules, the Parties shall be entitled to seek temporary and permanentinjunctive relief from the arbitrators without the necessity of proving actual damages and without posting a bond or other security.(c) Each of the Parties hereto agrees that notice may be served upon such Party at the address and in the manner set forth for such Party inSection 5.2.5.8 MUTUAL WAIVER OF JURY TRIAL. THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT ORPROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT.5.9 Specific Performance. Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them,the non-breaching Party would be irreparably harmed and could not be made whole by monetary damages. Each Party accordingly agrees to waive thedefense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they maybe entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.5.10 Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. Thereare no agreements, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein.This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter. 95.11 Titles and Headings. The section headings contained in this Agreement are for reference purposes only and will not affect the meaning orinterpretation of this Agreement.5.12 Severability. If one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained herein, or the application thereof inany circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision,paragraph, word, clause, phrase or sentence in every other respect and of the remaining provisions, paragraphs, words, clauses, phrases or sentences hereofshall not be in any way impaired, it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extentpermitted by Law.5.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all ofwhich together will be deemed to be one and the same instrument.5.14 Effectiveness. This Agreement shall become effective upon the execution and prior thereto shall be of no force or effect.[SIGNATURE PAGES FOLLOW] 10IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement to be executed on its behalf as of the date firstwritten above. AUTOHOME INC.By: /s/ Min LuName: Min LuTitle: Director and Chief Executive Officer[SIGNATURE PAGE TO INVESTOR’S RIGHTS AGREEMENT]IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement to be executed on its behalf as of the date firstwritten above. YUN CHEN CAPITAL CAYMANBy: /s/ Dong LiuName: Dong LiuTitle: Director[SIGNATURE PAGE TO INVESTOR’S RIGHTS AGREEMENT]Exhibit 8.1Principal Subsidiaries and VIEs of Autohome Inc.Subsidiaries:Cheerbright International Holdings Limited, a British Virgin Islands companyAutohome (Hong Kong) Limited, a Hong Kong companyBeijing Cheerbright Technologies Co., Ltd., a PRC companyAutohome Media Limited, a Hong Kong companyAutohome Shanghai Advertising Co., Ltd., a PRC companyBeijing Prbrownies Software Co., Ltd., a PRC companyBeijing Autohome Advertising Co., Ltd., a PRC companyBeijing Autohome Technologies Co., Ltd., a PRC companyTianjin Autohome Technologies Co., Ltd., a PRC companyGuangzhou Autohome Advertising Co., Ltd., a PRC companyAutohome (Tianjin) Automobile Sales Co., Ltd., a PRC companyAutohome E-commerce Inc., a Cayman Islands companyAutohome E-commerce Hong Kong Limited, a Hong Kong companyAutohome Link Inc., a Cayman Islands companyAutohome Link Hong Kong Limited, a Hong Kong companyAutohome Financing Limited, a Cayman Islands companyAutohome Financing Hong Kong Limited, a Hong Kong companyShanghai Baiche Julian Information Technology Co., Ltd., a PRC companyBeijing Kemoshijie Technology Co., Ltd., a PRC companyBeijing Chezhiying Software Co., Ltd., a PRC companyBeijing Chezhiying Technology Co., Ltd., a PRC companyBeijing Haochezhijia E-commerce Co., Ltd., a PRC companyHuai’an Prbrownies Software Co., Ltd., a PRC companyChengdu Prbrownies Software Co., Ltd., a PRC companyVariable Interest Entities:Beijing Autohome Information Technology Co., Ltd., a PRC companyBeijing Shengtuo Hongyuan Information Technology Co., Ltd., a PRC companyBeijing Shengtuo Chengshi Advertising Co., Ltd., a PRC companyBeijing Shengtuo Autohome Advertising Co., Ltd., a PRC companyShanghai You Che You Jia Advertising Co., Ltd., a PRC companyGuangzhou You Che You Jia Advertising Co., Ltd., a PRC companyBeijing Autohome Used Car Appraisal Co., Ltd., a PRC companyBeijing Autohome Used Car Brokerage Co., Ltd., a PRC companyExhibit 12.1Certification by the Principal Executive OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002I, Min Lu, certify that:1. I have reviewed this annual report on Form 20-F of Autohome Inc. (“the Company”);2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles;(c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by thisannual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the Company’s ability to record, process, summarize and report financial information; and(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controlover financial reporting. Date: April 25, 2017By: /s/ Min Lu Name: Min Lu Title: Chairman of the Board and Chief ExecutiveOfficer 1Exhibit 12.2Certification by the Principal Financial OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002I, Julian Jiun-Lang Wang, certify that:1. I have reviewed this annual report on Form 20-F of Autohome Inc. (the “Company”);2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles;(c) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by thisannual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the Company’s ability to record, process, summarize and report financial information; and(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controlover financial reporting. Date: April 25, 2017By: /s/ Julian Jiun-Lang Wang Name: Julian Jiun-Lang Wang Title: Director and Chief Financial Officer 1Exhibit 13.1Certification by the Principal Executive OfficerPursuant to Section 906 of the Sarbanes-Oxley Act of 2002In connection with the annual report of Autohome Inc. (the “Company”) on Form 20-F for the year ended December 31, 2016 as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), I, Min Lu, Chief Executive Officer of the Company, hereby certify, pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: April 25, 2017By: /s/ Min Lu Name: Min Lu Title: Chairman of the Board and Chief ExecutiveOfficer 1Exhibit 13.2Certification by the Principal Financial OfficerPursuant to Section 906 of the Sarbanes-Oxley Act of 2002In connection with the annual report of Autohome Inc. (the “Company”) on Form 20-F for the year ended December 31, 2016 as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), I, Julian Jiun-Lang Wang, chief financial officer of the Company, certify, pursuant to18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: April 25, 2017By: /s/ Julian Jiun-Lang Wang Name: Julian Jiun-Lang Wang Title: Director and Chief Financial Officer 1Exhibit 15.1Consent of Independent Registered Public Accounting FirmWe consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-196006) pertaining to the 2011 Share Incentive Plan and 2013Share Incentive Plan of Autohome Inc. of our reports dated March 17, 2016, with respect to the consolidated financial statements of Autohome Inc., and theeffectiveness of internal control over financial reporting of Autohome Inc. included in its Annual Report (Form 20-F) for the year ended December 31, 2016./s/ Ernst & Young Hua Ming LLPBeijing, the People’s Republic of ChinaApril 25, 2017Exhibit 15.2CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-196006)) of Autohome Inc. of our report datedApril 25, 2017 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F./s/ PricewaterhouseCoopers Zhong Tian LLPBeijing, the People’s Republic of ChinaApril 25, 2017Exhibit 15.3 Commerce & Finance Law Offices 12 6 : 100022 : 8610-65693399 : 8610-65693838, 65693836, 65693837, 65693839 : beijing@tongshang.com : www.tongshang.com.cnApril 25, 2017Autohome Inc.10th Floor Tower B, CEC Plaza3 Dan Ling StreetHaidian District, BeijingThe People’s Republic of ChinaDear Sir/Madam:We consent to the reference to our firm under the captions of “Item 3.D—Risk Factors” in Autohome Inc.’s annual report on Form 20-F for the year endedDecember 31, 2016, which will be filed with the Securities and Exchange Commission in the month of April 2017, and further consent to the incorporationby reference of the summaries of our opinions under these captions into Autohome Inc.’s registration statement on Form S-8 (File No. 333-196006) that wasfiled on May 16, 2014.Yours faithfully,/s/ Commerce & Finance Law OfficesCommerce & Finance Law OfficesExhibit 16.1April 25, 2017Securities and Exchange Commission100 F Street, N.E.Washington, DC 20549Ladies and Gentlemen:We have read Item 16F of the Form 20-F of Autohome Inc. dated April 25, 2017 and are in agreement with the statements in the second and fourth paragraphstherein. We have no basis to agree or disagree with other statements of the registrant contained therein./s/ Ernst & Young Hua Ming LLPBeijing, the People’s Republic of China

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