EX-99.(C)-(2) 3 tm2024976d1_ex99c2.htm EXHIBIT (C)-(2)

Exhibit (c)-(2)

 

Bitauto Holdings Limited Fairness Analysis Presented to the Special Committee of the Board of Directors June 12, 2020 The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is fu rnished by us. Reproduction, publication, or dissemination of any portion hereof may not be made without prior approval of Duff & Phelps, LL C a nd its affiliates. CONFIDENTIAL

 
 

2 CONFIDENTIAL Duff & Phelps Disclaimer • The following pages contain materials that are being provided by Duff & Phelps, LLC (“ Duff & Phelps ”) to the special committee of independent directors (the “ Special Committee ”) of the board of directors (the “ Board of Directors ”) (solely in its capacity as the Special Committee) of Bitauto Holdings Limited (“ Bitauto ”, “ BITA ”, or the “ Company ”) in the context of a meeting of the Special Committee held to consider the Proposed Transaction (as defined herein) . • The accompanying materials are, and any Opinion (as defined herein) will be, compiled and presented on a confidential basis, solely for the use and benefit of the Special Committee in connection with its evaluation of the Proposed Transaction and may not be, in whole or in part, distributed to any other party, publicly disclosed, or relied upon for any other purpose without the prior written consent of Duff & Phelps or as otherwise provided in the engagement letter among Duff & Phelps, the Company, and the Special Committee . • Because these materials were prepared for use in the context of an oral presentation to the Special Committee, whose members are familiar with the business and affairs of the Company, neither Duff & Phelps nor any of its respective legal or financial advisors or accountants, take any responsibility for the accuracy or completeness of any of the accompanying materials if used by persons other than the Special Committee . • These materials are not intended to represent an Opinion and shall not be treated, construed, used or relied upon in any way as an Opinion . These materials are intended to serve as discussion materials for the Special Committee and as a summary of the basis upon which Duff & Phelps may render an Opinion, and are incomplete without reference to, and should be viewed solely in conjunction with, the discussion between Duff & Phelps and the Special Committee . • The accompanying material does not, and any Opinion provided by Duff & Phelps would not : (i) address the merits of the underlying business decision to enter into the Proposed Transaction versus any alternative strategy or transaction ; (ii) constitute a recommendation as to how the Special Committee, the Board of Directors or any other person including security holders of the Company should vote or act with respect to any matters relating to the Proposed Transaction, or whether to proceed with the Proposed Transaction or any related transaction ; or (iii) create any fiduciary duty on the part of Duff & Phelps to any party . • The information utilized in preparing this presentation was obtained from the Company and from public sources under the assumption that they are complete and accurate as of the date of provision . Duff & Phelps did not independently verify such information . Any estimates and forecasts contained herein have been prepared by or are based on discussions with the senior management of the Company and involve numerous and significant subjective determinations, which may or may not prove to be correct . No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation or warranty, whether as to the past or the future . • No selected company or selected transaction used in our analysis is directly comparable to the Company, Yixin (as defined herein), BITA Core (as defined herein), CIG (as defined herein) or the Proposed Transaction .

 
 

3 CONFIDENTIAL Table of Contents 1. Introduction and Transaction Overview 2. Valuation Analysis - Transaction Services Business (Yixin) – Selected Public Companies / M&A Transactions Analysis – Trading Price Analysis – Concluded Value Range 3. Valuation Analysis - Advertising and Subscription Business (BITA Core) – Discounted Cash Flow Analysis – Selected Public Companies / M&A Transactions Analysis – Concluded Value Range 4. Valuation Analysis - Digital Marketing Solutions Business (CIG) – Discounted Cash Flow Analysis – Selected Public Companies / M&A Transactions Analysis – Concluded Value Range Appendix 1. Holding Company Discount 2. Selected M&A Transactions Analysis

 
 

Introduction and Transaction Overview Section 01

 
 

5 CONFIDENTIAL Introduction and Transaction Overview The Engagement • Duff & Phelps was retained by the Company to serve as independent financial advisor to the Special Committee (solely in its capacity as such) . • Specifically, Duff & Phelps has been asked to provide an opinion (the “ Opinion ”) as to the fairness, from a financial point of view, to (i) the holders of ordinary shares, par value US $ 0 . 00004 per share, of the Company (each, a “ Share ” or, collectively, the “ Shares ”), other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs (each as defined below), and (ii) the holders of American Depositary Shares of the Company, each representing one Share (each, an “ ADS ” and collectively, “ ADSs ”), other than ADSs representing the Excluded Shares, of the Merger Consideration (as defined below) to be received by such holders in the Proposed Transaction (as defined below) (without giving effect to any impact of the Proposed Transaction on any particular holder of Shares or ADSs other than in its capacity as a holder of Shares or ADSs) . The Proposed Transaction • It is Duff & Phelps’ understanding that the Company, Yiche Holding Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“ Parent ”), and Yiche Mergersub Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly - owned subsidiary of Parent (“ Merger Sub ”), propose to enter into an Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of the date hereof, the execution version of which Duff & Phelps has reviewed is dated June 12 , 2020 . • Pursuant to the Merger Agreement, among other things, Merger Sub will merge with and into the Company, whereupon Merger Sub will cease to exist, with the Company surviving the merger and becoming a wholly - owned subsidiary of Parent . In connection with such merger, (i) each Share issued and outstanding (other than the Excluded Shares, the Dissenting Shares and Shares represented by ADSs) shall be cancelled in exchange for the right to receive US $ 16 . 00 in cash per Share without interest (the “ Per Share Merger Consideration ”) and (ii) each ADS, issued and outstanding (other than ADSs representing the Excluded Shares) shall be cancelled in exchange for the right to receive US $ 16 . 00 in cash per ADS without interest (the “ Per ADS Merger Consideration ”, and together with the Per Share Merger Consideration, the “ Merger Consideration ”) (collectively, the “ Proposed Transaction ”) . • The terms and conditions of the Proposed Transaction are more fully set forth in the Merger Agreement . • For purposes of the Opinion, (i) “ Excluded Shares ” shall mean, collectively, (a) the Rollover Shares, (b) Shares (including Shares represented by ADSs) held by Parent, the Company or any of their respective Subsidiaries and (c) Shares (including Shares represented by ADSs) hel d b y the Depositary and reserved for issuance, settlement and allocation upon exercise or vesting of Company Options and/or Company RSU Awards; and ( ii) “ Dissenting Shares ”, “ Rollover Shares ”, “ Subsidiary ”, “ Depositary ”, “ Company Options ” and “ Company RSU Awards ” shall have the meanings set forth in the Merger Agreement.

 
 

6 CONFIDENTIAL Introduction and Transaction Overview Scope of Analysis Duff & Phelps has made such reviews, analyses and inquiries as it has deemed necessary and appropriate under the circumstances . Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular . Duff & Phelps’ procedures, investigations, and financial analysis with respect to the preparation of its analysis included, but were not limited to, the items summarized below : 1. Reviewed the following documents : - The Company’s annual reports and audited financial statements on Form 20 - F filed with the Securities and Exchange Commission (“ SEC ”) for the years ended December 31 , 2017 through December 31 , 2019 , the Company’s unaudited interim financial statements for the three months ended March 31 , 2018 and March 31 , 2019 included in the Company’s Form 6 - K filed with the SEC, and certain items on the Company’s unaudited balance sheet as of March 31 , 2020 provided by management of the Company ; - Annual reports and audited financial statements of Yixin Group Limited (“ Yixin ”), also known as the transaction services business of the Company, filed with the Hong Kong Securities and Futures Commission for the years ended December 31 , 2016 through December 31 , 2019 ; - Prospectus for the initial public offering of shares of Yixin filed with the Hong Kong Securities and Futures Commission ; - Unaudited pro forma financial statements of the advertising and subscription business of the Company (“ BITA Core ”) and unaudited pro forma financial statements of the digital marketing solutions business of the Company (“ CIG ”), each for the years ended December 31 , 2017 through December 31 , 2019 , and for the three months ended March 31 , 2019 and March 31 , 2020 , provided by management of the Company ; - Unaudited pro forma financial statements of Dalian Rongxin Financing Guarantees Company Limited (“ Dalian Rongxin ”) for the years ended December 31 , 2018 through December 31 , 2019 and for the three months ended March 31 , 2020 , provided by management of the Company ; - Unaudited book values recorded by the Company as of March 31 , 2020 for certain of the Company’s investments and subsidiaries (“ Other Investments and Subsidiaries ”), provided by management of the Company ; - Detailed financial projection models for BITA Core and CIG for the years ending December 31 , 2020 through December 31 , 2025 , prepared and provided to Duff & Phelps by management of the Company, upon which Duff & Phelps has relied, with the Company’s and the Special Committee’s consent, in performing its analysis (collectively, the “ Management Projections ”) ; - Other internal documents relating to the history, past and current operations, financial conditions, and probable future outlook of the Company and its subsidiaries (collectively, the “ Group ”) as well as of its relevant business segments, provided by management of the Company ; - A letter dated June 12 , 2020 from management of the Company, which made certain representations as to, among other things, (i) historical pro forma financial statements for BITA Core, CIG and Dalian Rongxin, (ii) historical financial statements for Yixin, (iii) certain items on the Company’s unaudited consolidated balance sheet as of March 31 , 2020 , (iv) the Other Investments and Subsidiaries, and (v) the Management Projections and the underlying assumptions of such projections ; - Documents related to the Proposed Transaction, including an execution version of the Merger Agreement dated June 12 , 2020 ;

 
 

7 CONFIDENTIAL Introduction and Transaction Overview Scope of Analysis (continued) 2. Discussed the information referred to above and the background and other elements of the Proposed Transaction with the management of the Company ; 3. Discussed with the management of the Company its plans and intentions with respect to the management and operation of the Company’s business ; 4. Reviewed the historical trading price and trading volume of the shares of Yixin ; 5. Reviewed the historical trading price and trading volume of the ADSs and the publicly traded securities of certain other companies that Duff & Phelps deemed relevant ; 6. Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques including discounted cash flow analysis, analysis of selected public companies that Duff & Phelps deemed relevant, and analysis of selected transactions that Duff & Phelps deemed relevant ; and 7. Conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate .

 
 

8 CONFIDENTIAL Introduction and Transaction Overview Ownership Summary Fully Diluted Ownership (1) Each ADS represents Share. (2) Buyer Group have entered into certain support agreements with Mr. Bin Li, JD.com Global Investment Limited and Cox Automotive Global Investments, Inc. (collectively, the " Supporting Shareholders " and each, a " Supporting Shareholder "), pursuant to which each Supporting Shareholder has agreed to (i) vote all of the Shares and ADSs beneficially owned by it in favor of the Proposed Transaction and against any other transaction in competition or inconsistent with the Proposed Transaction, and, (ii) in the case of Mr. Bin Li and JD.com Global Investment Limited roll over some of its existing equity in the Company for the purposes of funding the Proposed Transaction. Source: Company filings, Capital IQ, Company management Bitauto Holdings Limited - Ownership Current Shareholders Fully Diluted ADSs (1) % of Fully Diluted Ownership Buyer Group Tencent Holdings Limited (SEHK:700) 5,482,683 7.3% Hammer Capital - 0.0% Buyer Group 5,482,683 7.3% Supporting Shareholders (2) JD.com, Inc. (NasdaqGS:JD) 17,327,601 23.0% Cox Enterprises, Inc. 9,000,000 12.0% Mr. Li, Bin (Founder & Chairman) 7,442,780 9.9% Supporting Shareholders (2) 33,770,381 44.9% Top 15 Institutional Holders CITIC Capital Partners Management Ltd. 4,648,884 6.2% Maso Capital Partners Ltd 4,039,960 5.4% Invesco Ltd. (NYSE:IVZ) 3,507,884 4.7% Baidu Holdings Limited 2,471,577 3.3% York Capital Management 1,479,600 2.0% Millennium Management LLC 1,318,753 1.8% The Vanguard Group, Inc. 1,140,420 1.5% Pentwater Capital Management LP 917,033 1.2% Dimensional Fund Advisors L.P. 743,816 1.0% Credit Suisse 717,751 1.0% BlackRock, Inc. (NYSE:BLK) 566,005 0.8% Oasis Management Company Ltd. 547,775 0.7% Krane Funds Advisors, LLC 510,562 0.7% Norges Bank Investment Management 507,082 0.7% QVT Financial LP 468,970 0.6% Top 15 Institutional Holders 23,586,072 31.3% Total Institutional Holders 28,072,982 37.3% Public & Other Shareholders 3,720,030 4.9% Total ADSs Outstanding 71,046,076 94.4% Outstanding ADS Options and RSUs 4,214,973 5.6% Fully Diluted ADSs Outstanding 75,261,049 100.00% Public & Other Shareholders 4.9% Institutional Holders 37.3% Supporting Shareholders 44.9% Buyer Group 7.3% Outstanding ADS Options and RSUs 5.6%

 
 

9 CONFIDENTIAL Introduction and Transaction Overview Trading Analysis Source: Capital IQ Bitauto Holdings Limited - Trading History and Selected Public Market Observations September 12, 2018 to June 10, 2020 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 $0.00 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 Volume (thousands) ADS Price Volume Price 30-day Trailing VWAP 60-day Trailing VWAP 90-day Trailing VWAP Offer November 26, 2019 Bitauto reported Q3'19 earnings results. The Company reported revenue of RMB2.54 billion and basic net loss of RMB2.28 per ADS for the three months ended September 30, 2019. September 12, 2019 Bitauto received a non - binding proposal from a consortium comprimised of Tencent Holdings Limited and Hammer Capital to acquire all of the outstanding shares of common stock of the Company not already owned by the consortium or their affiliates for USD16.00 in cash per ADS in a going - private transaction. September 5 , 2019 Bitauto reported Q2'19 earnings results. The Company reported revenue of RMB2.79 billion and basic net loss of RMB2.06 per ADS for the three months ended June 30, 2019. May 30 , 2019 Bitauto reported Q1'19 earnings results. The Company reported revenue of RMB2.73 billion and basic net income of RMB0.43 per ADS for the three months ended March 31, 2019. April 26 , 2019 Bitauto reported FY2018 earnings results. The Company reported revenue of RMB10.58 billion and basic net loss of RMB8.13 per ADS for FY2018. November 28, 2018 Bitauto reported Q3'18 earnings results. The Company reported revenue of RMB2.72 billion and basic net loss of RMB0.44 per ADS for the three months ended September 30, 2018. March 27, 2020 Bitauto reported FY2019 earnings results. The Company reported revenue of RMB10.75 billion and basic net loss of RMB16.92 per ADS for FY2019. Bitauto Holdings Limited Historical Trading Metrics (in thousands, except per ADS) During one year prior to Offer Post Offer Average Closing Price $15.92 Average Closing Price $13.84 High $24.77 High $15.42 Low $9.72 Low $9.70 Average Volume 816.9 Average Volume 466.1 % of ADSs Issued and Outstanding 1.1% % of ADSs Issued and Outstanding 0.7% % of Float 3.0% % of Float 1.7% Bitauto Holdings Limited - Offer Price Premium Relative To Share Implied Price Premium ADS price as of 6/10/20 $14.36 11.4% One-day prior (9/11/19) $13.27 20.6% One-week prior (9/5/19) $13.04 22.7% 30-days trailing VWAP prior to September 12, 2019 $11.93 34.1% 60-days trailing VWAP prior to September 12, 2019 $11.54 38.7% 90-days trailing VWAP prior to September 12, 2019 $11.25 42.2% Offer Price $16.00

 
 

10 CONFIDENTIAL Introduction and Transaction Overview Valuation Summary (1) Volume weighted average price for trailing five trading days through June 8, 2020, per Bloomberg (2) Reflects the Company's obligation to repurchase 11.7% of CIG equity if CIG fails to complete a qualified initial public offer ing by December 31, 2022; Calculated as repurchase obligation of RMB 495 million (discounted to present value using a discount rate of 5.0%), net of 11.7% of CIG equity value (3) Includes onshore and offshore subsidiaries using book values on the low end of the range and original investment amounts on t he high end of the range, except for Dalian Rongxin which is valued at 85% to 100% of the amount that the Company has invested in Dalian Rongxin; Includes onshore and offshore equity inv est ments after application of a holding company discount of 0% to 10% on the investments (see Appendix 01 for details regarding the holding company discount); Values of onshore subsi dia ries and investments after 10% withholding tax. Note: Balance sheet data as of March 31, 2020 Valuation Range Conclusion - Bitauto Holdings Limited (USD in thousands, except per share data or otherwise noted) Valuation Range Yixin Closing Price (As of 6/11/20) Low High Low High Low High Sum of the Parts Equity Stake in Yixin $611,894 - $693,341 $595,728 - $595,728 $665,236 - $665,236 Equity Stake in BITA Core 269,229 - 308,884 269,229 - 308,884 269,229 - 308,884 Equity Stake in CIG 43,640 - 47,681 43,640 - 47,681 43,640 - 47,681 Net Repurchase Obligation for CIG (2) (50,110) - (49,282) (50,110) - (49,282) (50,110) - (49,282) Other Investments and Subsidiaries (3) 297,868 - 382,937 297,868 - 382,937 297,868 - 382,937 Proceeds from Exercise of In-the-Money Options 2,075 - 2,075 2,075 - 2,075 2,075 - 2,075 Value Attributable to Fully Diluted Shares $1,174,596 - $1,385,636 $1,158,430 - $1,288,023 $1,227,938 - $1,357,531 Fully Diluted Shares Issued and Outstanding 75,261,049 - 75,261,049 75,261,049 - 75,261,049 75,261,049 - 75,261,049 Offer Price Per Share Value Range $15.61 - $18.41 $15.39 - $17.11 $16.32 - $18.04 $16.00 Yixin Share Price (HKD) Yixin Share Price (HKD) HKD 1.6567 HKD 1.85 Implied Valuation Multiples P / Book Value $1,282,647 0.92x - 1.08x 0.90x - 1.00x 0.96x - 1.06x 0.94x P / Tangible Book Value $1,130,731 1.04x - 1.23x 1.02x - 1.14x 1.09x - 1.20x 1.06x Yixin 5 Day VWAP (6/2/20 to 6/8/20) (1)

 
 

11 CONFIDENTIAL Introduction and Transaction Overview Per Share/ADS Valuation Range (1) Volume weighted average price for trailing five trading days through June 8, 2020, per Bloomberg $16.32 $15.39 $15.61 $14.00 $14.50 $15.00 $15.50 $16.00 $16.50 $17.00 $17.50 $18.00 $18.50 $19.00 Valuation Range Using Yixin Closing Price (As of 6/11/20) Valuation Range Using Yixin 5 Day VWAP (6/2/20 to 6/8/20) (1) Valuation Range Value Per Share/ ADS $18.41 $17.11 $16.00 Offer Price $18.04 $14.36 BITA Share Price (6/10/2020)

 
 

Valuation Analysis - Transaction Services Business (Yixin) Section 02

 
 

13 CONFIDENTIAL Valuation Analysis – Transaction Services Business (Yixin) Ownership Summary Source: Yixin filings, Capital IQ, Company management Fully Diluted Ownership Yixin Group Limited - Ownership Current Shareholders Fully Diluted Shares % of Fully Diluted Ownership The Company 2,786,836,570 42.0% Buyer Group & Supporting Shareholders Tencent Holdings Limited (SEHK:700) 1,312,059,280 19.8% JD.com, Inc. (NasdaqGS:JD) 684,283,320 10.3% Hammer Capital Management Limited 62,107,010 0.9% Buyer Group & Supporting Shareholders 2,058,449,610 31.0% Top 10 Institutional Investors Baidu (Hong Kong) Limited 189,640,150 2.9% China Orient Asset Management 60,187,190 0.9% The Vanguard Group, Inc. 37,763,112 0.6% China International Capital Corporation Limited (SEHK:3908) 24,342,000 0.4% BlackRock, Inc. (NYSE:BLK) 5,607,500 0.1% Exchange Traded Concepts, LLC 3,107,500 0.0% Teachers Insurance and Annuity Association of America 2,442,000 0.0% State Street Global Advisors, Inc. 1,194,500 0.0% American Century Investment Management Inc. 155,000 0.0% Northern Trust Global Investments 123,701 0.0% Top 10 Institutional Investors 324,562,653 4.9% Total Institutional Investors 324,728,854 4.9% Public & Other Shareholders 1,204,883,514 18.1% Total Shares Outstanding 6,374,898,548 96.0% Outstanding Share Options and RSUs 264,070,259 4.0% Fully Diluted Shares Outstanding 6,638,968,807 100.0% Buyer Group & Supporting Shareholders 31.0% The Company 42.0% Institutional Investors 4.9% Public & Other Shareholders 18.1% Outstanding Share Options and RSUs 4.0%

 
 

14 CONFIDENTIAL Valuation Analysis – Transaction Services Business (Yixin) Trading Analysis Source: Capital IQ Yixin Group Limited - Trading History September 12, 2018 to June 11, 2020 0 20,000 40,000 60,000 80,000 100,000 120,000 140,000 160,000 HK$0.00 HK$0.50 HK$1.00 HK$1.50 HK$2.00 HK$2.50 HK$3.00 HK$3.50 HK$4.00 HK$4.50 HK$5.00 Volume (thousands) Share Price Volume Price 30-day Trailing VWAP 60-day Trailing VWAP 90-day Trailing VWAP September 12, 2019 Bitauto received a non - binding proposal from a consortium comprimised of Tencent Holdings Limited and Hammer Capital to acquire all of the outstanding shares of common stock of the Company not already owned by the consortium or their affiliates for USD16.00 in cash per ADS in a going - private transaction. August 28,2 019 Yixin reported H1'19 earnings results. It reported revenue of RMB3.16 billion and basic net income of RMB0.02 per share for the six months ended June 30, 2019. April 4 , 2019 Yixin reported FY2018 earnings results. Yixin reported revenue of RMB5.53 billion and basic net loss of RMB0.03 per share for FY2018. March 26 , 2020 Yixin reported FY2019 earnings results. Yixin reported revenue of RMB5.80 billion and basic net profit of RMB0.01 per share for FY2019. Yixin Group Limited Historical Trading Metrics (in thousands, except per share) One-Month Average Three-Month Average Six-Month Average One-Year Avearge Average Closing Price HK$1.53 Average Closing Price HK$1.38 Average Closing Price HK$1.55 Average Closing Price HK$1.67 High HK$1.90 High HK$1.90 High HK$1.90 High HK$2.12 Low HK$1.29 Low HK$1.19 Low HK$1.19 Low HK$1.19 Average Volume 12,449.4 Average Volume 7,176.2 Average Volume 5,211.1 Average Volume 4,973.5 % of Shares Issued and Outstanding 0.2% % of Shares Issued and Outstanding 0.1% % of Shares Issued and Outstanding 0.1% % of Shares Issued and Outstanding 0.1% % of Float 0.8% % of Float 0.5% % of Float 0.3% % of Float 0.3%

 
 

15 CONFIDENTIAL Valuation Analysis – Transaction Services Business (Yixin) Historical Financial Performance Source : Yixin filings, Capital IQ, Company management Historical Financial Performance (Yixin) (RMB in thousands) 2016A 2017A 2018A 2019A Self-operated Financing Business Revenue 1,275,745 2,941,609 4,770,630 4,040,930 As % of Net Revenue 85.7% 75.3% 86.2% 69.7% Growth NA 130.6% 62.2% (15.3%) Transaction Platform Business Revenue 212,152 963,900 762,002 1,759,052 As % of Net Revenue 14.3% 24.7% 13.8% 30.3% Growth NA 354.3% (20.9%) 130.8% Net Revenue 1,487,897 3,905,509 5,532,632 5,799,982 Growth NA 162.5% 41.7% 4.8% Gross Profit (1) 744,850 2,331,874 2,683,399 2,799,164 Margin % 50.1% 59.7% 48.5% 48.3% Operating Profit before D&A 142,593 - 318,843 208,493 280,621 Margin % 9.6% (8.2%) 3.8% 4.8% Growth NA NM NM 34.6% Operating Profit 95,641 - 604,586 - 183,824 49,769 Margin % 6.4% (15.5%) (3.3%) 0.9% Growth NA NM NM NM Net Income (2) 23,803 - 638,188 - 167,962 32,822 Margin % 1.6% (16.3%) (3.0%) 0.6% Growth NA NM NM NM Adjusted Return on Average Equity (3) -1.5% -9.4% -1.2% 0.2% Borrowings 11,319,427 25,095,135 30,198,484 19,840,169 As % of Finance Receivables and Restricted Cash 65.6% 82.8% 74.8% 68.9% Adjusted Stockholders' Equity (3) - 1,547,748 15,156,149 13,261,264 13,131,541 Net Working Capital 6,207,809 5,485,234 9,781,188 9,170,306 As % of Net Revenue 417.2% 140.4% 176.8% 158.1% (1) Gross Profit is adjusted to exclude depreciation and amortization expense. (2) Net income is adjusted to exclude fair value loss of convertible redeemable preferred shares and share of loss/profit of investments accounted for using the equity method. (3) Adjusted to exclude non-operating assets from book value.

 
 

16 CONFIDENTIAL Valuation Analysis – Transaction Services Business (Yixin) Selected Public Companies / M&A Transactions Analysis Methodology Selected Public Companies Analysis • Duff & Phelps selected thirteen publicly traded companies in the auto finance and consumer finance industries that were deemed relevant to its analysis . • Duff & Phelps analyzed the financial performance of each of the publicly traded companies . Duff & Phelps then analyzed the selected public companies’ trading multiples, including price to LTM and projected earnings, price to book value per share, and price to tangible book value per share . Duff & Phelps analyzed a number of factors in comparing Yixin to the selected public companies, including growth in revenue and profits, profit margins and other characteristics that we deemed relevant . Rather than applying the average or median multiple from the public company set, Duff & Phelps selected multiples that reflect Yixin’s size, growth, capital requirements, profit margins, revenue mix, and other characteristics relative to the group . Selected M&A Transactions Analysis • Duff & Phelps also reviewed certain merger and acquisition transactions within the auto finance and consumer finance industries and computed the implied valuation multiples for such transactions . However, given certain characteristics of the transactions and the target companies, including business and industry comparability and lack of recent relevant transactions with implied valuation multiples, Duff & Phelps did not select valuation multiples for Yixin based on the Selected M&A Transactions Analysis . Details of the Selected M&A Transactions Analysis are included in Appendix 02 . None of the companies utilized for comparative purposes in the following analysis are directly comparable to Yixin, and none of the transactions utilized for comparative purposes in the following analysis are directly comparable to the Proposed Transaction . Duff & Phelps does not have access to non - public information of any of the companies used for comparative purposes . Accordingly, a complete valuation analysis of Yixin and the Proposed Transaction cannot rely solely upon a quantitative review of the selected companies and selected transactions, and involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies and targets, as well as other factors that could affect their value relative to that of Yixin . Therefore, the Selected Public Companies / Selected M&A Transactions Analysis is subject to certain limitations .

 
 

17 CONFIDENTIAL Valuation Analysis – Transaction Services Business (Yixin) Selected Public Companies Analysis – Financial Metrics LTM = Latest Twelve Months CAGR = Compounded Annual Growth Rate ROE = Return on Equity Note: Yixin LTM metrics reflect fiscal year 2019 performance Source: Capital IQ, SEC filings, press release Selected Public Companies Analysis (Yixin) ($ in millions, except per share data) COMPANY INFORMATION REVENUE GROWTH NET INCOME GROWTH NET INCOME MARGIN ROE Company Name 3-YR CAGR 2-YR CAGR LTM 2020 2021 2022 3-YR CAGR 2-YR CAGR LTM 2020 2021 2022 3-YR AVG LTM 2020 2021 2022 3-YR AVG 2-YR AVG LTM Auto Finance Companies: Ally Financial Inc. 5.6% 5.3% 8.9% -5.7% 8.1% 10.2% 15.7% 36.3% -25.9% -87.0% 370.1% 59.1% 21.6% 16.0% 3.7% 16.2% 23.3% 9.6% 10.9% 7.5% 32.3% 2.5% 100.0% Credit Acceptance Corporation 14.0 14.3 12.3 3.9 5.8 NA 25.5 18.2 -32.9 -68.8 79.8 NM 49.7 31.4 15.3 26.0 NA 32.5 31.4 20.7 73.1 32.9 100.0 Santander Consumer USA Holdings Inc. -0.5 2.8 3.0 -4.8 -2.3 NA 9.1 41.3 -19.1 -73.8 138.6 NM 17.7 15.9 5.9 14.3 NA 12.0 13.7 12.1 153.4 17.7 100.0 Cango Inc. 49.1 17.0 11.7 1.9 35.5 15.3 40.8 2.7 -18.0 -12.3 60.8 17.9 28.4 18.4 21.5 25.5 26.1 8.4 15.3 4.5 103.0 0.6 49.5 Shanghai Dongzheng Automotive Finance Co., Ltd. 29.1 24.1 -7.9 8.6 2.2 4.3 30.7 22.2 -13.9 1.5 7.9 4.7 56.8 54.9 51.3 54.2 54.5 16.9 16.0 12.0 59.3 1.9 74.0 Group Median 14.0% 14.3% 8.9% 1.9% 5.8% 10.2% 25.5% 22.2% -19.1% -68.8% 79.8% 17.9% 28.4% 18.4% 15.3% 25.5% 26.1% 12.0% 15.3% 12.0% 73.1% 2.53% 74.00% Consumer Finance Companies: LexinFintech Holdings Ltd. 34.7% 37.8% 46.0% 19.0% 18.8% 12.6% NM 198.5% -45.3% 29.5% 25.8% 0.0% 16.6% 10.0% 22.0% 23.4% 20.7% NM 52.9% 25.9% 191.7% 7.8% 100.0% 360 Finance, Inc. NM NM NM 3.5 13.7 13.2 NM 289.5 12.3 0.7 39.1 6.1 25.0 18.9 26.4 32.3 30.2 5.2% -15.3 34.9 97.9 3.7 80.5 FinVolution Group 69.7 25.4 32.4 -36.3 20.7 15.9 70.6 48.6 -23.0 -27.7 9.5 7.5 38.8 30.1 42.7 38.7 35.9 NM 41.9 30.5 78.5 6.2 100.0 Yiren Digital Ltd. 38.6 -13.6 -23.4 -14.5 -18.5 NM 1.2 NM -26.9 -32.4 -10.8 NM 8.6 13.4 10.6 11.6 NA 56.6 88.6 56.0 4.4 38.7 0.0 Qudian Inc. 83.7 35.8 -4.8 -65.2 -14.4 NA 92.6 34.5 -4.7 -93.7 317.4 NA 42.8 40.6 8.4 41.1 NA NM 30.8 28.0 23.7 16.2 100.0 LendingClub Corporation 12.7 14.6 -2.4 -57.9 99.5 35.8 NM NM NM NM NM NM -10.9 -8.2 -69.0 -8.7 -6.2 -7.5 -5.7 -12.6 48.7 6.0 5.0 X Financial 137.6 31.5 -12.8 8.3 1.4 NA NM 28.6 -24.5 -45.4 -10.2 NA 27.3 25.6 12.9 11.4 NA 34.8 29.8 20.0 106.9 20.0 73.4 Weidai Ltd. 27.2 -0.9 -16.5 -46.2 -18.3 NA -4.5 -26.9 -57.8 -51.2 78.3 NA 12.3 7.6 6.9 15.1 NA 36.8 24.2 11.3 21.7 45.3 4.9 Group Median 38.6% 25.4% -4.8% -25.4% 7.5% 14.6% 35.9% 41.6% -24.5% -32.4% 25.8% 6.1% 20.8% 16.2% 11.8% 19.2% 25.5% 34.8% 30.3% 26.9% 63.6% 12.0% 77.0% Aggregate Mean 41.8% 16.2% 3.9% -14.3% 11.7% 15.3% 31.3% 63.1% -23.3% -38.4% 92.2% 15.9% 25.7% 21.1% 12.2% 23.2% 26.4% 20.5% 25.7% 19.3% 76.5% 15.3% 60.6% Aggregate Median 31.9% 15.8% 0.3% -4.8% 5.8% 13.2% 25.5% 34.5% -23.7% -38.9% 49.9% 6.8% 25.0% 18.4% 12.9% 23.4% 26.1% 14.5% 24.2% 20.0% 73.1% 7.8% 74.0% Yixin 57.4% 21.9% 4.8% NA NA NA 11.3% NM NM NA NA NA -6.3% 0.6% NA NA NA -3.3% -0.4% 0.2% 75.8% 2.5% 100.0% % of Loans Guaranteed or Self- Financed Debt / Loans Receivable Allowance as a % of Loan Portfolio

 
 

18 CONFIDENTIAL Valuation Analysis – Transaction Services Business (Yixin) Selected Public Companies Analysis – Valuation Multiples LTM = Latest Twelve Months CAGR = Compounded Annual Growth Rate EPS = Earnings Per Share Source: Capital IQ, SEC filings, press release Selected Public Companies Analysis (Yixin) ($ in millions, except per share data) COMPANY INFORMATION STOCK PRICE AS A MULTIPLE OF Company Name Stock Price on 6/10/20 % of 52- Wk High Equity Value LTM EPS 2020 EPS 2021 EPS 2022 EPS Book Value Per Share Tangible Book Value Per Share Auto Finance Companies: Ally Financial Inc. $20.77 59.3% $7,750 8.1x NM 7.6x 5.1x 0.57x 0.57x Credit Acceptance Corporation 445.47 90.0 7,935 20.5 40.0x 22.0 NA 4.04 4.04 Santander Consumer USA Holdings Inc. 19.67 71.5 6,316 9.2 NM 10.2 NA 1.23 1.26 Cango Inc. 4.80 49.3 725 21.0 16.3 10.1 8.6 0.93 0.97 Shanghai Dongzheng Automotive Finance Co., Ltd. 0.08 23.6 163 2.8 3.0 2.7 2.6 0.29 0.29 Group Median 9.2x 16.3x 10.1x 5.1x 0.93x 0.97x Consumer Finance Companies: LexinFintech Holdings Ltd. $9.44 56.8% $1,696 11.4x 5.0x 3.9x 4.1x 2.95x 3.95x 360 Finance, Inc. 10.10 69.5 1,684 5.5 4.3 3.1 2.8 1.96 1.96 FinVolution Group 2.11 42.2 643 2.2 3.0 2.7 2.3 0.63 0.64 Yiren Digital Ltd. 4.94 33.5 458 2.8 4.5 3.7 NA 0.72 0.72 Qudian Inc. 1.67 18.3 424 1.1 38.2 3.3 NA 0.29 0.29 LendingClub Corporation 5.82 35.3 407 NM NM NM NM 0.51 0.52 X Financial 0.97 23.8 155 1.4 2.4 2.7 NA 0.25 0.25 Weidai Ltd. 2.00 20.9 141 3.9 8.0 4.5 NA 0.44 0.44 Group Median 2.8x 4.5x 3.3x 2.8x 0.57x 0.58x Aggregate Mean 7.5x 12.5x 6.4x 4.2x 1.14x 1.22x Aggregate Median 4.7x 4.8x 3.8x 3.4x 0.63x 0.64x MARKET DATA

 
 

19 CONFIDENTIAL Valuation Analysis – Transaction Services Business (Yixin) Selected Public Companies Analysis Summary Note: Balance sheet data as of December 31, 2019. Selected Public Companies Analysis Summary (Yixin) (RMB in thousands) Valuation Multiples Valuation Summary Metric Public Company Median Selected Multiple Range Yixin Performance Value Range P / Tangible Book Value 0.25x - 4.04x 0.64x 0.75x - 0.85x ¥13,722,976 ¥10,292,232 - ¥11,664,530 Concluded Equity Value Range (Rounded) ¥10,290,000 - ¥11,660,000 Implied Equity Value Attributable to Fully Diluted Shares Multiples Implied Multiples P / Book Value 0.25x - 4.04x 0.63x ¥15,713,054 0.65x - 0.74x Public Company Range

 
 

20 CONFIDENTIAL Valuation Analysis – Transaction Services Business (Yixin) Trading Price Analysis • As part of Duff & Phelps’ analysis of the value of BITA’s stake in Yixin, Duff & Phelps also reviewed the historical trading prices and volumes of Yixin’s shares and considered the value implied from recent trading prices of Yixin’s shares . • Duff & Phelps focused on the volume weighted average price for Yixin’s shares for the five trading days from June 2 , 2020 to June 8 , 2020 . On June 9 , 2020 , Yixin released its “Monthly Update Announcement Pursuant to Rule 3 . 7 of the Takeovers Code”, which commented on the progress of the Proposed Transaction and appeared to impact the trading price of Yixin’s shares . Yixin Group Limited - Trading History May 11, 2020 to June 11, 2020 (1) Volume weighted average price for trailing five trading days through June 8, 2020, per Bloomberg 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 45,000 50,000 HK$1.00 HK$1.10 HK$1.20 HK$1.30 HK$1.40 HK$1.50 HK$1.60 HK$1.70 HK$1.80 HK$1.90 HK$2.00 Volume (thousands) Share Price Volume Price June 9 , 2020 Monthly Update Announcement Pursuant to Rule 3.7 of the Takeovers Code June 11 , 2020 Closing Price: HK$1.85 June 8 , 2020 5 Day VWAP (1): HK$1.6567

 
 

21 CONFIDENTIAL Valuation Analysis – Transaction Services Business (Yixin) Concluded Value Range (1) Volume weighted average price for trailing five trading days through June 8, 2020, per Bloomberg Note: Balance sheet data as of December 31, 2019. Valuation Range Conclusion (Yixin) (RMB in thousands, except per share data or as otherwise noted) Yixin Yixin 5 Day VWAP (1) Closing Price Low High (6/2/2020 to 6/8/2020) (As of 6/11/2020) Equity Value Range ¥10,290,000 - ¥11,660,000 Plus: Proceeds from Exercise of In-the-Money Options ¥2,610 - ¥2,610 Equity Value Attributable to Fully Diluted Shares ¥10,292,610 - ¥11,662,610 Fully Diluted Shares Issued and Outstanding 6,638,968,807 6,638,968,807 Per Share Value Range (RMB) ¥1.55 - ¥1.76 RMB to USD FX rate (as of 6/10/2020) 7.06 7.06 Per Share Value Range (USD) $0.22 - $0.25 $0.21 $0.24 Shares Owned by BITA 2,786,836,570 2,786,836,570 2,786,836,570 2,786,836,570 Equity Value Attributable to BITA Shareholders (USD) $611,894 - $693,341 $595,728 $665,236 HKD to USD FX rate (as of 6/10/2020) 7.75 7.75 Yixin Share Price (HKD) HKD 1.6567 HKD 1.85 Implied Valuation Multiples (Equity Value Attributable to Fully Diluted Shares) P / Book Value ¥15,713,054 0.66x - 0.74x 0.71x 0.71x P / Tangible Book Value ¥13,722,976 0.75x - 0.85x 0.82x 0.82x

 
 

Valuation Analysis - Advertising and Subscription Business (BITA Core) Section 03

 
 

23 CONFIDENTIAL Valuation Analysis – Advertising and Subscription Business (BITA Core) Pro Forma Historical and Projected Financial Performance Note: (1) Gross profit is adjusted to exclude d epreciation and amortization expense. (2) EBITDA and EBIT are adjusted to exclude public company costs and include share - based compensation. (3) Normalized net working capital as of March 31, 2020 is presented. Actual net working capital as of March 31, 2020 is nega tiv e RMB1,729 million. Source: Company management Pro Forma Historical and Projected Financial Performance (BITA Core) (RMB in thousands) YTD YTD LTM Management Projections '19-'25 '20-'25 2017A 2018A 2019A 3/31/2019 3/31/2020 3/31/2020 2020P 2021P 2022P 2023P 2024P 2025P CAGR CAGR Net Revenue 3,129,000 3,672,000 3,596,000 828,000 732,500 3,500,500 3,549,500 3,765,000 4,030,800 4,345,000 4,703,500 5,085,200 5.9% 7.5% Growth 17.4% (2.1%) NA (11.5%) NA (1.3%) 6.1% 7.1% 7.8% 8.3% 8.1% Gross Profit (1) 2,621,800 3,081,700 3,095,000 679,000 623,500 3,039,500 2,930,500 3,120,000 3,355,800 3,626,000 3,943,500 4,269,200 5.5% 7.8% Margin % 83.8% 83.9% 86.1% 82.0% 85.1% 86.8% 82.6% 82.9% 83.3% 83.5% 83.8% 84.0% EBITDA (2) 595,500 690,000 ( 255,000) 75,000 ( 224,500) ( 554,500) ( 580,500) ( 310,000) ( 71,200) 175,000 350,500 404,200 NM NM Margin % 19.0% 18.8% (7.1%) 9.1% (30.6%) (15.8%) (16.4%) (8.2%) (1.8%) 4.0% 7.5% 7.9% Growth 15.9% (137.0%) NA (399.3%) NA NM NM NM NM 100.3% 15.3% EBIT (2) 558,000 655,000 ( 293,000) 65,000 ( 234,500) ( 592,500) ( 620,500) ( 350,000) ( 121,200) 125,000 300,500 354,200 NM NM Margin % 17.8% 17.8% (8.1%) 7.9% (32.0%) (16.9%) (17.5%) (9.3%) (3.0%) 2.9% 6.4% 7.0% Growth 17.4% (144.7%) NA (460.8%) NA NM NM NM NM 140.4% 17.9% Capital Expenditures 17,000 39,000 33,000 5,000 3,000 31,000 54,000 50,000 55,000 55,000 55,000 50,000 % of Net Revenue 0.5% 1.1% 0.9% 0.6% 0.4% 0.9% 1.5% 1.3% 1.4% 1.3% 1.2% 1.0% % of EBITDA 2.9% 5.7% NM 6.7% NM NM NM NM NM 31.4% 15.7% 12.4% Net Working Capital (3) ( 745,000) ( 891,000) ( 1,446,000) ( 891,520) ( 904,000) ( 809,000) ( 690,000) ( 654,000) ( 599,000) ( 655,000) % of Net Revenue (23.8%) (24.3%) (40.2%) (25.5%) (25.5%) (21.5%) (17.1%) (15.1%) (12.7%) (12.9%)

 
 

24 CONFIDENTIAL Valuation Analysis – Advertising and Subscription Business (BITA Core) Discounted Cash Flow Analysis – Methodology and Key Assumptions Discounted Cash Flow Methodology • Duff & Phelps performed a discounted cash flow analysis of the projected unlevered free cash flows . • Unlevered free cash flow is defined as cash generated by the business that is available to either reinvest or to distribute to security holders . • Projected free cash flows are discounted to the present using a discount rate which reflects their relative risk . • The discount rate is equivalent to the rate of return that security holders could expect to realize on alternative investment opportunities with similar risk profiles . Discounted Cash Flow Key Assumptions • Duff & Phelps utilized and relied upon the Management Projections for the fiscal years ending D ecember 31 , 2020 through December 31 , 2025 , discussions with Company management, and a review of BITA Core’s historical performance and other factors t o develop the DCF analysis . • Beyond the projection period, Duff & Phelps estimated the “terminal value” using a perpetuity formula . • Duff & Phelps discounted the resulting free cash flows and terminal value using a weighted average cost of capital range of 14 . 50 % to 16 . 50 % , derived from the Capital Asset Pricing Model . • The following is a summary of the Management Projections for BITA Core utilized in the discounted cash flow analysis : - Net revenue increases at a compound annual growth rate (“ CAGR ”) of 5 . 9 % from 2019 to 2025 . - EBITDA margin averages - 1 . 2 % from 2020 to 2025 . - EBIT margin averages - 2 . 3 % from 2020 to 2025 . - Capital expenditures average 1 . 3 % of revenue from 2020 to 2025 . - Net working capital averages - 17 . 5 % of revenue from 2020 to 2025 .

 
 

25 CONFIDENTIAL Valuation Analysis – Advertising and Subscription Business (BITA Core) DCF Analysis Summary Note: Balance sheet data and LTM as of March 31, 2020. EBITDA presented is adjusted to exclude public company costs and inclu de share - based compensation. Discounted Cash Flow Analysis (BITA Core) (RMB in thousands) LTM Terminal CAGR 3/31/2020 2020P 2021P 2022P 2023P 2024P 2025P Year 3 Year 5 Year Total Net Revenue 3,500,500 3,549,500 3,765,000 4,030,800 4,345,000 4,703,500 5,085,200 5,085,200 7.0% 7.5% Growth NA (1.3%) 6.1% 7.1% 7.8% 8.3% 8.1% EBITDA ( 554,500) ( 580,500) ( 310,000) ( 71,200) 175,000 350,500 404,200 404,200 NM NM Margin (15.8%) (16.4%) (8.2%) (1.8%) 4.0% 7.5% 7.9% 7.9% Growth NA NM NM NM NM 100.3% 15.3% 2020 Q2-Q4 Earnings Before Interest and Taxes ( 386,000) ( 350,000) ( 121,200) 125,000 300,500 354,200 356,200 Pro Forma Taxes @ 18.0% - - - (27,900) (59,490) (69,156) (69,516) Net Operating Profit After Tax (386,000) (350,000) (121,200) 97,100 241,010 285,044 286,684 Depreciation and Amortization 30,000 40,000 50,000 50,000 50,000 50,000 48,000 Less: Investment in Property, Plant and Equipment (40,000) (40,000) (45,000) (45,000) (45,000) (40,000) (40,000) Less: Investment in Intangible Assets (11,000) (10,000) (10,000) (10,000) (10,000) (10,000) (10,000) (Increase) / Decrease in Working Capital (1) 12,480 (95,000) (119,000) (36,000) (55,000) 56,000 22,150 Free Cash Flow (2) ( 394,520) ( 455,000) ( 245,200) 56,100 181,010 341,044 306,834 Enterprise Value Range Low High Terminal Growth Rate 3.50% 3.50% Weighted Average Cost of Capital 16.50% 14.50% Enterprise Value Range (3) 260,000 540,000 Implied Valuation Multiples EV / LTM Revenue 3,500,500 0.07x 0.15x (1) Working capital change in 2020 reflects normalized level. (2) Prior to 10% dividend withholding tax. (3) Includes 10% dividend withholding tax, calculated using levered cash flows and discounted at the cost of equity.

 
 

26 CONFIDENTIAL Valuation Analysis – Advertising and Subscription Business (BITA Core) Selected Public Companies / M&A Transactions Analysis Methodology Selected Public Companies Analysis • Duff & Phelps selected eleven publicly traded online auto services and vertical companies that were deemed relevant to its analysis . • Duff & Phelps analyzed the financial performance of each of the publicly traded companies . Duff & Phelps then analyzed the selected public companies’ trading multiples, including enterprise value to LTM and projected revenue and EBITDA . • Due to the limited comparability of the selected public companies’ financial metrics relative to those of BITA Core, rather than applying a range of selected multiples from a review of the public companies, Duff & Phelps reviewed various valuation multiples for BITA Core implied by the valuation range determined from the DCF analysis in the context of BITA Core’s relative size, growth in revenue and profits, profit margins, capital spending and other characteristics that we deemed relevant . Selected M&A Transactions Analysis • Duff & Phelps also reviewed certain merger and acquisition transactions in the online auto services and online vertical industries and computed the implied enterprise value to LTM revenue and EBITDA multiples for such transactions . Duff & Phelps reviewed various valuation multiples for BITA Core implied by the valuation range determined from the DCF analysis in the context of BITA Core’s relative size, growth in revenue and profits, profit margins, capital spending and other characteristics that we deemed relevant . Details of the Selected M&A Transactions Analysis are included in Appendix 02 . None of the companies utilized for comparative purposes in the following analysis are directly comparable to BITA Core, and none of the transactions utilized for comparative purposes in the following analysis are directly comparable to the Proposed Transaction . Duff & Phelps does not have access to non - public information of any of the companies used for comparative purposes . Accordingly, a complete valuation analysis of BITA Core and the Proposed Transaction cannot rely solely upon a quantitative review of the selected companies and selected transactions, and involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies and targets, as well as other factors that could affect their value relative to that of BITA Core . Therefore, the Selected Public Companies / Selected M&A Transactions Analysis is subject to certain limitations .

 
 

27 CONFIDENTIAL Valuation Analysis – Advertising and Subscription Business (BITA Core) Selected Public Companies Analysis – Financial Metrics LTM = Latest Twelve Months CAGR = Compounded Annual Growth Rate EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization Source: Capital IQ, SEC filings, press release Note: BITA Core’s financial performance metrics presented adjusted to exclude public company costs and include share - based compe nsation. Selected Public Companies Analysis (BITA Core) ($ in millions, except per share data) COMPANY INFORMATION REVENUE GROWTH EBITDA GROWTH EBITDA MARGIN Company Name 2-YR CAGR LTM 2020 2021 2022 2-YR CAGR LTM 2020 2021 2022 3-YR AVG LTM 2020 2021 2022 China Online Auto Services Autohome Inc. 16.4% 10.6% 1.3% 13.3% 11.6% 25.2% 5.8% 0.8% 15.9% 13.2% 38.5% 39.4% 39.6% 40.5% 41.1% Pacific Online Limited 1.4 -3.1 NA NA NA 16.9 21.1 NA NA NA 19.7 23.1 NA NA NA Group Median 8.9% 3.7% 1.3% 13.3% 11.6% 21.0% 13.4% 0.8% 15.9% 13.2% 29.1% 31.3% 39.6% 40.5% 41.1% China Online Verticals 58.com Inc. 24.4% 18.6% -0.6% 19.4% 11.3% 20.7% 16.2% 0.6% 27.9% 10.5% 21.5% 20.9% 21.1% 22.6% 22.5% 51job, Inc. 17.8 -0.3 -4.1 12.2 11.1 19.8 -5.8 -15.9 17.5 11.5 33.0 31.6 29.4 30.8 30.9 Fang Holdings Limited -28.0 12.3 NA NA NA 19.9 NM NA NA NA 8.3 24.0 NA NA NA Leju Holdings Limited -9.1 32.8 20.8 21.0 29.6 NM NM 44.0 15.7 NA -11.3 4.0 5.9 5.7 NA Group Median 4.3% 15.4% -0.6% 19.4% 11.3% 19.9% 5.2% 0.6% 17.5% 11.0% 14.9% 22.4% 21.1% 22.6% 26.7% Global Auto Services Auto Trader Group plc 6.8% 6.8% -16.2% 14.2% 10.5% 9.6% 7.8% -19.6% 18.6% 10.9% 68.4% 70.3% 68.6% 71.2% 71.5% Scout24 AG NA -12.0 -1.8 13.2 12.1 NA -13.6 11.0 15.7 11.4 53.4 52.4 58.2 59.5 59.2 carsales.com Ltd 5.9 11.9 -4.5 9.4 11.4 6.4 -0.5 4.9 12.9 10.1 47.2 46.0 50.5 52.1 51.5 CarGurus, Inc. 36.3 24.6 -13.8 27.1 16.4 48.7 65.3 -51.6 NM NM 6.5 8.0 4.0 8.5 13.2 Cars.com Inc. -1.6 -8.5 -15.2 14.5 4.3 -16.3 -23.7 -33.4 38.1 8.3 33.4 29.0 21.6 26.1 27.1 Group Median 6.4% 6.8% -13.8% 14.2% 11.4% 8.0% -0.5% -19.6% 17.2% 10.5% 47.2% 46.0% 50.5% 52.1% 51.5% Aggregate Mean 7.0% 8.5% -3.8% 16.0% 13.2% 16.8% 8.1% -6.6% 20.3% 10.8% 29.0% 31.7% 33.2% 35.2% 39.6% Aggregate Median 6.4% 10.6% -4.1% 14.2% 11.4% 19.8% 5.8% 0.6% 16.7% 10.9% 33.0% 29.0% 29.4% 30.8% 36.0% BITA Core 7.2% NA -1.3% 6.1% 7.1% NM NA NM NM NM 10.2% -15.8% -16.4% -8.2% -1.8%

 
 

28 CONFIDENTIAL Valuation Analysis – Advertising and Subscription Business (BITA Core) Selected Public Companies Analysis – Valuation Multiples LTM = Latest Twelve Months Enterprise Value = (Market Capitalization) + (Debt + Preferred Stock + Non - Controlling Interest) - (Cash & Equivalents) - (Net N on - Operating Assets) EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization Source: Capital IQ, SEC filings, press release Selected Public Companies Analysis (BITA Core) ($ in millions, except per share data) COMPANY INFORMATION Company Name Stock Price on 6/10/20 % of 52- Wk High Equity Value Enterprise Value LTM EBITDA 2020 EBITDA 2021 EBITDA 2022 EBITDA LTM Revenue 2020 Revenue 2021 Revenue 2022 Revenue China Online Auto Services Autohome Inc. $87.52 87.8 $10,422 $8,628 18.5x 18.0x 15.6x 13.7x 7.29x 7.14x 6.30x 5.65x Pacific Online Limited 0.16 62.5 175 102 3.1 NA NA NA 0.73 NA NA NA Group Median 10.8x 18.0x 15.6x 13.7x 4.01x 7.14x 6.30x 5.65x China Online Verticals 58.com Inc. $50.95 73.4 $7,636 $5,581 12.1x 12.0x 9.4x 8.5x 2.53x 2.55x 2.13x 1.91x 51job, Inc. 68.93 75.2 4,612 3,094 17.8 19.4 16.5 14.8 5.63 5.69 5.08 4.57 Fang Holdings Limited 1.59 27.4 143 303 6.9 NA NA NA 1.66 NA NA NA Leju Holdings Limited 1.89 73.0 257 80 3.4 1.7 1.4 NA 0.14 0.10 0.08 0.06 Group Median 9.5x 12.0x 9.4x 11.7x 2.10x 2.55x 2.13x 1.91x China Mean 10.3x 12.8x 10.7x 12.3x 3.00x 3.87x 3.40x 3.05x China Median 9.5x 15.0x 12.5x 13.7x 2.10x 4.12x 3.60x 3.24x Global Auto Services Auto Trader Group plc $6.98 90.1 $6,730 $7,048 21.5x 26.2x 22.1x 19.9x 15.14x 17.97x 15.74x 14.24x Scout24 AG 78.62 97.5 8,239 4,790 22.6 21.1 18.2 16.4 11.83 12.29 10.86 9.69 carsales.com Ltd 11.99 89.7 2,946 3,125 22.7 21.7 19.2 17.4 10.46 10.95 10.00 8.98 CarGurus, Inc. 27.05 67.4 3,047 2,998 NM NM 54.8 30.3 4.90 5.91 4.65 3.99 Cars.com Inc. 7.00 32.2 470 1,084 6.2 9.7 7.1 6.5 1.81 2.11 1.84 1.77 Group Median 22.1x 21.4x 19.2x 17.4x 10.46x 10.95x 10.00x 8.98x Aggregate Mean 13.5x 16.2x 18.2x 15.9x 5.65x 7.19x 6.30x 5.65x Aggregate Median 15.0x 18.7x 16.5x 15.6x 4.90x 5.91x 5.08x 4.57x MARKET DATA ENTERPRISE VALUE AS A MULTIPLE OF

 
 

29 CONFIDENTIAL Valuation Analysis – Advertising and Subscription Business (BITA Core) Selected Public Companies / M&A Transactions Analysis Summary Note: Balance sheet and LTM data as of March 31, 2020. Selected Public Companies / M&A Transactions Analysis Summary (BITA Core) (RMB in thousands) Valuation Multiples Metric Public Company Median Transaction Median BITA Core Performance Low High DCF Enterprise Value Range 260,000 - 540,000 Implied Multiples EV / LTM Revenue 0.14x - 15.14x 4.90x 4.42x 3,500,500 0.07x - 0.15x EV / 2020 Revenue 0.10x - 17.97x 5.91x NA 3,549,500 0.07x - 0.15x EV / 2021 Revenue 0.08x - 15.74x 5.08x NA 3,765,000 0.07x - 0.14x EV / 2022 Revenue 0.06x - 14.24x 4.57x NA 4,030,800 0.06x - 0.13x Implied Valuation Multiples Public Company Range

 
 

30 CONFIDENTIAL Valuation Analysis – Advertising and Subscription Business (BITA Core) Concluded Value Range (1) Withholding tax is not applied to onshore cash due to offsetting net liabilities and negative free cash flow. (2) Assumes a normalized working capital level of - 25.5% of revenue versus the March 31, 2020 level of - 49.4%. Note: Balance sheet data and LTM as of March 31, 2020. Valuation Range Conclusion (BITA Core) (RMB in thousands, except as otherwise noted) Low High Enterprise Value Range 260,000 - 540,000 Plus: Cash and Cash Equivalents (1) 3,006,000 - 3,006,000 Plus: Loan to Third Parties and Other Non-Operating Prepayments and Receivables 51,000 - 51,000 Less: Working Capital Deficit (2) (840,000) - (840,000) Less: Short-term Borrowings (576,000) - (576,000) Equity Value 1,901,000 - 2,181,000 RMB to USD FX rate (as of 6/10/2020) 7.06 7.06 Equity Value Attributable to BITA Shareholders (USD) $269,229 - $308,884 Implied Valuation Multiples BITA Core Performance EV / LTM Revenue 3,500,500 0.07x - 0.15x

 
 

Valuation Analysis - Digital Marketing Solutions Business (CIG) Section 04

 
 

32 CONFIDENTIAL Valuation Analysis – Digital Marketing Solutions Business (CIG) Pro Forma Historical and Projected Financial Performance Source: Company management Pro Forma Historical and Projected Financial Performance (CIG) (RMB in thousands) 3/31/2019 3/31/2020 3/31/2020 Management Projections 19-'25 20-'25 2017A 2018A 2019A YTD YTD LTM 2020P 2021P 2022P 2023P 2024P 2025P CAGR CAGR Net Revenue 991,000 1,309,000 1,208,000 212,000 129,000 1,125,000 1,013,000 1,014,000 1,036,000 1,065,000 1,098,000 1,130,000 (1.1%) 2.2% Growth NA 32.1% (7.7%) NA (39.2%) NA (16.1%) 0.1% 2.2% 2.8% 3.1% 2.9% Gross Profit 626,000 777,000 584,000 134,000 77,000 527,000 488,000 523,000 565,000 580,000 606,000 636,000 1.4% 5.4% Margin % 63.2% 59.4% 48.3% 63.2% 59.7% 46.8% 48.2% 51.6% 54.5% 54.5% 55.2% 56.3% EBITDA 176,000 270,000 56,000 23,000 ( 17,000) 16,000 8,000 38,000 63,000 77,000 91,000 97,000 9.6% 64.7% Margin % 17.8% 20.6% 4.6% 10.8% (13.2%) 1.4% 0.8% 3.7% 6.1% 7.2% 8.3% 8.6% Growth NA 53.4% (79.3%) NA (173.9%) NA (85.7%) 375.0% 65.8% 22.2% 18.2% 6.6% EBIT 151,000 237,000 47,000 21,000 ( 19,000) 7,000 ( 2,000) 28,000 53,000 67,000 81,000 87,000 10.8% NM Margin % 15.2% 18.1% 3.9% 9.9% (14.7%) 0.6% (0.2%) 2.8% 5.1% 6.3% 7.4% 7.7% Growth NA 57.0% (80.2%) NA (190.5%) NA (104.3%) NM 89.3% 26.4% 20.9% 7.4% Capital Expenditures 61,000 12,000 6,000 2,000 1,000 5,000 14,000 10,000 10,000 10,000 10,000 10,000 % of Net Revenue 6.2% 0.9% 0.5% 0.9% 0.8% 0.4% 1.4% 1.0% 1.0% 0.9% 0.9% 0.9% % of EBITDA 34.7% 4.4% 10.7% 8.7% NM 31.3% 175.0% 26.3% 15.9% 13.0% 11.0% 10.3% Net Working Capital 501,000 798,000 689,000 678,000 604,000 636,000 665,000 693,000 726,000 758,000 as % of Net Revenue 50.6% 61.0% 57.0% 60.3% 59.6% 62.7% 64.2% 65.1% 66.1% 67.1%

 
 

33 CONFIDENTIAL Valuation Analysis – Digital Marketing Solutions Business (CIG) Discounted Cash Flow Analysis – Methodology and Key Assumptions Discounted Cash Flow Methodology • Duff & Phelps performed a discounted cash flow analysis of the projected unlevered free cash flows . • Unlevered free cash flow is defined as cash generated by the business that is available to either reinvest or to distribute to security holders . • Projected free cash flows are discounted to the present using a discount rate which reflects their relative risk . • The discount rate is equivalent to the rate of return that security holders could expect to realize on alternative investment opportunities with similar risk profiles . Discounted Cash Flow Key Assumptions • Duff & Phelps utilized and relied upon the Management Projections for the fiscal years ending D ecember 31 , 2020 through December 31 , 2025 , discussions with Company management and a review of CIG’s historical performance and other factors it deemed appropriate t o develop the DCF analysis . • Beyond the projection period, Duff & Phelps estimated the “terminal value” using a perpetuity formula . • Duff & Phelps discounted the resulting free cash flows and terminal value using a weighted average cost of capital range of 12 . 75 % to 14 . 75 % , derived from the Capital Asset Pricing Model . • The following is a summary of the Management Projections for CIG utilized in the discounted cash flow analysis : - Net revenue increases at a CAGR of - 1 . 1 % from 2019 to 2025 . - EBITDA margin averages 5 . 8 % from 2020 to 2025 . - EBIT margin averages to 4 . 8 % from 2020 to 2025 . - Capital expenditures average 1 . 0 % of net revenue from 2020 to 2025 . - Net working capital averages 20 . 1 % of gross revenue and 64 . 1 % of net revenue from 2020 to 2025 .

 
 

34 CONFIDENTIAL Valuation Analysis – Digital Marketing Solutions Business (CIG) DCF Analysis Summary Note: Balance sheet and LTM data as of March 31, 2020. Discounted Cash Flow Analysis (CIG) (RMB in thousands) LTM Terminal CAGR 3/31/2020 2020P 2021P 2022P 2023P 2024P 2025P Year 3 Year 5 Year Net Revenue 1,125,000 1,013,000 1,014,000 1,036,000 1,065,000 1,098,000 1,130,000 1,130,000 1.7% 2.2% Growth NA (16.1%) 0.1% 2.2% 2.8% 3.1% 2.9% EBITDA 16,000 8,000 38,000 63,000 77,000 91,000 97,000 97,000 112.7% 64.7% Margin 1.4% 0.8% 3.7% 6.1% 7.2% 8.3% 8.6% 8.6% Growth NA (85.7%) 375.0% 65.8% 22.2% 18.2% 6.6% 2020 Q2-Q4 Earnings Before Interest and Taxes 17,000 28,000 53,000 67,000 81,000 87,000 87,500 Pro Forma Taxes @ 25.0% 0 (7,000) (13,000) (17,000) (20,000) (22,000) (21,875) Net Operating Profit After Tax 17,000 21,000 40,000 50,000 61,000 65,000 65,625 Depreciation 6,000 7,000 7,000 7,000 7,000 7,000 6,650 Amortization 2,000 3,000 3,000 3,000 3,000 3,000 2,850 Capital Expenditures (13,000) (10,000) (10,000) (10,000) (10,000) (10,000) (10,000) (Increase) / Decrease in Working Capital 74,000 (32,000) (29,000) (28,000) (33,000) (32,000) (22,078) Free Cash Flow (1) 86,000 ( 11,000) 11,000 22,000 28,000 33,000 43,047 Enterprise Value Range Low High Terminal Growth Rate 3.00% 3.00% Weighted Average Cost of Capital 14.75% 12.75% Enterprise Value Range (2) 280,000 330,000 Implied Valuation Multiples EV / LTM EBITDA 16,000 17.5x 20.6x EV / 2020 EBITDA 8,000 35.0x 41.3x EV / 2021 EBITDA 38,000 7.4x 8.7x EV / 2022 EBITDA 63,000 4.4x 5.2x EV / LTM Revenue 1,125,000 0.25x 0.29x (1) Prior to 10% dividend withholding tax. (2) Includes 10% dividend withholding tax, calculated using levered cash flows and discounted at the cost of equity.

 
 

35 CONFIDENTIAL Valuation Analysis – Digital Marketing Solutions Business (CIG) Selected Public Companies / M&A Transactions Analysis Methodology Selected Public Companies Analysis • Duff & Phelps selected eight publicly traded companies in the advertising agency industry that were deemed relevant to its analysis . • Duff & Phelps analyzed the financial performance of each of the publicly traded companies . Duff & Phelps then analyzed the selected public companies’ trading multiples, including enterprise value to LTM and projected revenue and EBITDA . • Due to the limited comparability of the selected public companies’ financial metrics relative to those of CIG, rather than applying a range of selected multiples from a review of the public companies, Duff & Phelps reviewed various valuation multiples for CIG implied by the valuation range determined from the DCF analysis in the context of CIG’s relative size, growth in revenue and profits, profit margins, capital spending and other characteristics that we deemed relevant . Selected M&A Transactions Analysis • Duff & Phelps also reviewed certain merger and acquisition transactions within the digital marketing and advertising industry and computed the implied enterprise value to LTM revenue and EBITDA multiples for such transactions . Duff & Phelps reviewed various valuation multiples for CIG implied by the valuation range determined from the DCF analysis in the context of CIG’s relative size, growth in revenue and profits, profit margins, capital spending and other characteristics that we deemed relevant . Details of the Selected M&A Transactions Analysis are included in Appendix 02 . None of the companies utilized for comparative purposes in the following analysis are directly comparable to CIG, and none of the transactions utilized for comparative purposes in the following analysis are directly comparable to the Proposed Transaction . Duff & Phelps does not have access to non - public information of any of the companies used for comparative purposes . Accordingly, a complete valuation analysis of CIG and the Proposed Transaction cannot rely solely upon a quantitative review of the selected companies and selected transactions, and involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies and targets, as well as other factors that could affect their value relative to that of CIG . Therefore, the Selected Public Companies / Selected M&A Transactions Analysis is subject to certain limitations .

 
 

36 CONFIDENTIAL Valuation Analysis – Digital Marketing Solutions Business (CIG) Selected Public Companies Analysis – Financial Metrics LTM = Latest Twelve Months CAGR = Compounded Annual Growth Rate EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization Source: Capital IQ, SEC filings, press release Selected Public Companies Analysis (CIG) ($ in millions, except per share data) COMPANY INFORMATION NET REVENUE GROWTH EBITDA GROWTH EBITDA MARGIN Company Name 2-YR CAGR LTM 2020 2021 2022 2-YR CAGR LTM 2020 2021 2022 3-YR AVG LTM 2020 2021 2022 Omnicom Group Inc. -1.1% -1.6% -12.5% 5.3% 2.2% -0.2% -0.6% -21.2% 13.6% 1.9% 15.2% 15.4% 13.9% 15.0% 14.9% WPP plc -1.3 -0.3 -10.8 4.7 1.6 -0.7 21.2 -29.5 20.5 4.8 16.6 17.8 14.0 16.2 16.7 Publicis Groupe S.A. 8.6 10.6 -13.1 5.8 3.1 13.9 7.5 -20.8 17.1 6.6 20.5 21.0 19.1 21.2 21.9 Dentsu Group Inc. 6.2 2.2 -5.2 9.1 2.3 2.5 -6.1 -30.6 11.1 -0.6 22.2 19.8 16.1 16.4 16.0 The Interpublic Group of Companies, Inc. 2.8 -2.1 -12.2 6.1 1.6 NM NM -21.7 13.3 4.3 NM NM 14.4 15.4 15.8 Hakuhodo DY Holdings Inc NM NM NM -2.5 -2.4 NM NM NM 9.4 -14.3 NM NM 4.0 4.5 3.9 MDC Partners Inc. -3.3 -4.3 NA NA NA -10.6 22.2 NA NA NA 10.6 11.4 NA NA NA The Mission Group plc 8.9 7.0 NA NA NA 28.2 6.1 NA NA NA 7.5 8.2 NA NA NA Mean 3.0% 1.6% -10.8% 4.7% 1.4% 5.5% 8.4% -24.8% 14.2% 0.4% 15.4% 15.6% 13.6% 14.8% 14.9% Median 2.8% -0.3% -12.2% 5.5% 1.9% 1.1% 6.8% -21.7% 13.4% 3.1% 15.9% 16.6% 14.2% 15.8% 15.9% CIG 10.4% NA -16.1% 0.1% 2.2% -43.6% NA -85.7% 375.0% 65.8% 14.3% 1.4% 0.8% 3.7% 6.1%

 
 

37 CONFIDENTIAL Valuation Analysis – Digital Marketing Solutions Business (CIG) Selected Public Companies Analysis – Valuation Multiples LTM = Latest Twelve Months Enterprise Value = (Market Capitalization) + (Debt + Preferred Stock + Non - Controlling Interest) - (Cash & Equivalents) - (Net N on - Operating Assets) EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization Source: Capital IQ, SEC filings, press release Selected Public Companies Analysis (CIG) ($ in millions, except per share data) COMPANY INFORMATION Company Name Stock Price on 6/10/20 % of 52- Wk High Equity Value Enterprise Value LTM EBITDA 2020 EBITDA 2021 EBITDA 2022 EBITDA LTM Revenue 2020 Revenue 2021 Revenue 2022 Revenue Omnicom Group Inc. $58.12 68.6 $12,454 $15,804 6.9x 8.7x 7.7x 7.5x 1.06x 1.21x 1.15x 1.12x WPP plc 8.62 62.7 10,564 11,329 4.6 6.5 5.4 5.2 0.82 0.92 0.88 0.86 Publicis Groupe S.A. 34.76 60.4 8,206 11,022 4.2 5.3 4.5 4.3 0.88 1.02 0.96 0.93 Dentsu Group Inc. 28.35 73.0 7,767 10,289 5.3 6.9 6.2 6.2 1.05 1.11 1.02 1.00 The Interpublic Group of Companies, Inc. 18.66 74.5 7,270 10,271 7.4 9.4 8.3 8.0 1.20 1.36 1.28 1.26 Hakuhodo DY Holdings Inc 12.52 72.1 4,674 2,595 NM 4.5 4.1 4.8 NM 0.18 0.19 0.19 MDC Partners Inc. 1.60 48.6 119 1,352 8.4 NA NA NA 0.96 NA NA NA The Mission Group plc 0.94 68.5 85 91 5.1 NA NA NA 0.42 NA NA NA Mean 6.0x 6.9x 6.0x 6.0x 0.91x 0.97x 0.91x 0.89x Median 5.3x 6.7x 5.8x 5.7x 0.96x 1.06x 0.99x 0.96x MARKET DATA ENTERPRISE VALUE AS A MULTIPLE OF

 
 

38 CONFIDENTIAL Valuation Analysis – Digital Marketing Solutions Business (CIG) Selected Public Companies / M&A Transactions Analysis Summary Note: Balance sheet data and LTM as of March 31, 2020. Selected Public Companies / M&A Transactions Analysis Summary (CIG) (RMB in thousands) Valuation Multiples Implied Valuation Multiples Metric Public Company Median Transaction Median CIG Performance Low High DCF Enterprise Value Range 280,000 - 330,000 Implied Multiples EV / LTM EBITDA 4.2x 8.4x 5.3x 12.7x 16,000 17.5x - 20.6x EV / 2020 EBITDA 4.5x 9.4x 6.7x NA 8,000 35.0x - 41.3x EV / 2021 EBITDA 4.1x 8.3x 5.8x NA 38,000 7.4x - 8.7x EV / 2022 EBITDA 4.3x 8.0x 5.7x NA 63,000 4.4x - 5.2x EV / LTM Revenue 0.42x 1.20x 0.96x 2.26x 1,125,000 0.25x - 0.29x EV / 2020 Revenue 0.18x 1.36x 1.06x NA 1,013,000 0.28x - 0.33x EV / 2021 Revenue 0.19x 1.28x 0.99x NA 1,014,000 0.28x - 0.33x EV / 2022 Revenue 0.19x 1.26x 0.96x NA 1,036,000 0.27x - 0.32x Public Company Range

 
 

39 CONFIDENTIAL Valuation Analysis – Digital Marketing Solutions Business (CIG) Concluded Value Range (1) Reflects 10% withholding tax on excess cash held at onshore entities. (2) Reflects 10% withholding tax on investments held at onshore entities. (3) Includes after tax gain/(loss) from disposal of non - operating assets, VAT benefits, investment gain/(loss), etc. Note: Balance sheet data and LTM as of March 31, 2020. Valuation Range Conclusion (CIG) (RMB in thousands, except as otherwise noted) Low High Enterprise Value Range 280,000 - 330,000 Plus: Cash and Cash Equivalents (1) 295,600 - 295,600 Plus: Interests in Investees (2) 42,300 - 42,300 Plus: After-tax Other Income (3) 6,000 - 6,000 Less: Short-term Borrowings (84,000) - (84,000) Equity Value Range (RMB) 539,900 - 589,900 RMB to USD FX rate (as of 6/10/2020) 7.06 7.06 Equity Value Range (USD) $76,463 - $83,545 BITA Ownership Percentage in CIG 57.1% - 57.1% Equity Value Attributable to BITA Shareholders (USD) $43,640 - $47,681 Implied Valuation Multiples CIG Performance EV / LTM EBITDA 16,000 17.5x - 20.6x EV / 2020 EBITDA 8,000 35.0x - 41.3x EV / 2021 EBITDA 38,000 7.4x - 8.7x EV / 2022 EBITDA 63,000 4.4x - 5.2x EV / LTM Revenue 1,125,000 0.25x - 0.29x

 
 

Holding Company Discount A ppendix 01

 
 

41 CONFIDENTIAL • Duff & Phelps applied an overall discount to the Company’s investments based on considerations for marketability and control, the composition of the investment portfolio and other factors . • Duff & Phelps relied on the following methodologies in estimating the appropriate discount for the Company’s investment portfolio : – A review of private equity secondary market pricing data from secondary interest market intermediaries ; – An analysis of price to net asset value (“ NAV ”) for listed private equity investment companies ; and – A review of price to NAV indications for listed private equity indices . • Because much of the Company’s investment portfolio consists of early - stage or venture investments and companies generating losses or minimal income, Duff & Phelps focused primarily on observed discounts to NAV for venture funds in selecting a discount to apply for the Company’s investments . • Based on composition of the Company’s investment portfolio and the observations and analysis referenced above (and detailed on the following pages), Duff & Phelps applied a range of discounts to the Company’s investment portfolio of 0 % to 10 % . Holding Company Discount Overview and Methodology

 
 

42 CONFIDENTIAL • Duff & Phelps reviewed recent pricing data for the private equity secondary market published by several secondary interest market intermediaries . • As shown in the table below, higher discounts to NAV are observed for venture funds relative to funds with other investment strategies . Holding Company Discount Private Equity Secondary Market Pricing Data Private Equity Secondary Market Pricing Data Price Discount Source Fund Type Period Report Date (% of NAV) to NAV Pricing Indication Greenhill Cogent All 2019 Jan-20 88% 12% Average high secondary bid Greenhill Cogent Buyout Funds 2019 Jan-20 93% 7% Average high secondary bid Greenhill Cogent Real Estate 2019 Jan-20 83% 17% Average high secondary bid Greenhill Cogent Venture 2019 Jan-20 77% 23% Average high secondary bid Setter Capital All Q4 2019 Feb-20 88% 12% Average top pricing Setter Capital LBO Q4 2019 Feb-20 94% 6% Average top pricing Setter Capital Growth Q4 2019 Feb-20 91% 9% Average top pricing Setter Capital Real Estate Q4 2019 Feb-20 84% 16% Average top pricing Setter Capital Fund of Funds Q4 2019 Feb-20 82% 18% Average top pricing Setter Capital Venture Capital Q4 2019 Feb-20 75% 25% Average top pricing Setter Capital North America Q4 2019 Feb-20 87% 13% Average top pricing Setter Capital Western Europe Q4 2019 Feb-20 97% 3% Average top pricing Setter Capital Asia Q4 2019 Feb-20 82% 18% Average top pricing Triago All Q1-Q3 2019 Oct-19 93% 7% Average top pricing Triago Large Buyout Q1-Q3 2019 Oct-19 100% 0% Average top pricing Triago Mid-Market Buyout Q1-Q3 2019 Oct-19 96% 4% Average top pricing Triago Venture Capital Q1-Q3 2019 Oct-19 85% 15% Average top pricing Triago Tail-End Q1-Q3 2019 Oct-19 87% 13% Average top pricing Sources: Greenhill Cogent Secondary Pricing Trends & Analysis, January 2020; Setter Capital Price Report, December 2019; Triago Quarterly, October 2019; PEI Secondaries Investor

 
 

43 CONFIDENTIAL • Duff & Phelps compiled recent market information on listed private equity investment companies with various investment strategies and asset allocations, and analyzed their trading prices in relation to their most recent net asset values . • The table below details the prices of the publicly traded private equity investment firms relative to their most recent net asset values . Holding Company Discount Public Funds Price to NAV Analysis Public Funds Price to NAV Analysis ($ in millions) Company Ticker First Listed Fund Type Geographic Focus Fund Strategy Market Cap (6/10/2020) NAV Date Price to NAV Discount / (Premium) to NAV Price to NAV Discount / (Premium) to NAV Altamir SCA ENXTPA:LTA 1996 Direct Mainly France LBO/Growth $642 3/31/2020 57.7% 42.3% 64.1% 35.9% BMO Private Equity Trust Plc LSE:BPET 2001 FoF Global Buyout, Venture, Mezzanine, Investments Trusts 330 3/31/2020 70.5% 29.5% 86.3% 13.7% Deutsche Beteiligungs AG DB:DBAN 1985 Direct Germany Buyout 538 3/31/2020 108.3% (8.3%) 128.9% (28.9%) Dunedin Enterprise Investment Trust plc LSE:DNE 1987 Direct UK Buyout 70 3/31/2020 66.3% 33.7% 69.8% 30.2% Electra Private Equity plc LSE:ELTA 1976 Direct Europe Direct Unlisted, Net liquid assets, Listed, Funds 101 3/31/2020 50.2% 49.8% 56.6% 43.4% Gimv NV ENXTBR:GIMB 1997 Direct BEL/NL/GER Buyout, Growth, Venture 1,491 3/31/2020 109.3% (9.3%) 118.9% (18.9%) HarbourVest Global Private Equity Ltd LSE:HVPE 2007 FoF Global Fund of Funds: Venture, Buyouts 1,583 4/30/2020 67.0% 33.0% 72.7% 27.3% HBM Healthcare Investments AG SWX:HBMN 2008 Direct Global Later-Stage Emerging Private Companies 1,729 5/31/2020 103.6% (3.6%) 99.4% 0.6% HgCapital Trust plc LSE:HGT 1989 Direct Europe Buyout 1,210 3/31/2020 93.9% 6.1% 98.4% 1.6% JPEL Private Equity Limited LSE:JPEL 2005 FoF Global Buyout, Special Situations, Venture Capital 159 2/29/2020 72.6% 27.4% 59.3% 40.7% JZ Capital Partners Limited LSE:JZCP 2008 Direct US Micro cap Buyouts, Mezzanine, High Yield 94 1/31/2020 64.8% 35.2% 19.2% 80.8% NB Private Equity Partners Limited ENXTAM:NBPE 2007 Direct Global Buyout, Special Situations 596 5/15/2020 72.3% 27.7% 68.7% 31.3% Oakley Capital Investments Limited LSE:OCI 2007 Direct Global Buyout, Growth 499 12/31/2019 77.5% 22.5% 58.0% 42.0% Pantheon International plc LSE:PIN 1987 FoF Global Fund of Funds 1,359 11/30/2019 83.1% 16.9% 70.4% 29.6% Princess Private Equity Holding Limited LSE:PEY 1999 Direct Global Direct 675 4/30/2020 82.2% 17.8% 76.0% 24.0% Spice Private Equity Ltd SWX:SPCE 1999 FoF Global Growth, Buyout, Recap., Industry Consolidation 59 3/31/2020 49.6% 50.4% 48.2% 51.8% SL Private Equity LSE:SLPE 2001 FoF Europe Buyout, Secondary 580 4/30/2020 63.3% 36.7% 63.5% 36.5% Mean 76.0% 24.0% 74.0% 26.0% Median 72.3% 27.7% 69.8% 30.2% 25th Percentile 64.8% 16.9% 59.3% 13.7% 75th Percentile 83.1% 35.2% 86.3% 40.7% Source: Capital IQ, LPEQ and company websites As of NAV Date As of June 10, 2020

 
 

44 CONFIDENTIAL • Duff & Phelps also reviewed recent information on discounts to net asset values for several listed private equity indices, as shown in the table below . Holding Company Discount Listed Private Equity Indices Listed Private Equity Indices Index Description Discount to NAV as of 6/10/2020 Indices by Size / Liquidity LPX Composite Tracks highly capitalized and liquid listed private equity funds 23.6% LPX50 Tracks the 50 largest listed private equity funds 22.6% LPX Major Market Tracks the 25 largest listed private equity funds 21.4% Indices by Region LPX America Tracks private equity funds listed in North American stock exchanges 24.3% LPX Europe Tracks private equity funds listed in European stock exchanges 23.8% LPX UK Tracks private equity funds listed in UK stock exchanges 24.7% Indices by Investment Style LPX Buyout Tracks listed private equity funds that pursue a buyout investment strategy 21.5% LPX Direct Tracks listed private equity funds that mainly pursue a direct investment strategy 21.4% LPX Fund of Funds Tracks listed private equity funds that mainly pursue an indirect investment strategy through private equity limited partnerships 26.8% LPX Mezzanine Tracks listed private equity funds that predominately provide mezzanine capital 20.6% LPX Venture Tracks listed private equity funds that predominately provide venture capital 22.7% Source: LPX Group

 
 

Selected M&A Transactions Analysis A ppendix 02

 
 

46 CONFIDENTIAL Selected M&A Transactions Analysis (Yixin) Source: Capital IQ, Bloomberg, company filings, press releases Selected M&A Transaction Analysis (Yixin) ($ in millions) Announced Target Name Target Business Description Acquirer Name Equity Value Book Value LTM Revenue LTM Net Income P/E P/B Feb-20 Rifco Inc. Provides auto finance services in Canada. CANCAP Management Inc. $19 $22 $9 $0 NM 0.88x Dec-19 PRASAC Microfinance Institution Limited Provides financial services, including micro, personal, motorbike and car loans etc., in Cambodia. KB Kookmin Bank $862 $307 $279 $79 11.0x 2.81x Jul-18 321 Crédito-Instituicao Financeira de Crédito, S.A. Offers used car financing. It engages in the securitization of auto loans, leases and long-term rental contracts. Banco CTT, S.A. $117 NA NA $9 12.7x NA Jul-17 Pepper Group Limited (nka:Pepper Group Pty Limited) Offers a range of lending products, including residential mortgages, auto and equipment finance etc. The company also provides loan servicing for its own-originated loans, as well as for third party originated loans. KKR Credit Advisors (US) LLC $473 $356 $290 $50 9.6x 1.33x Jun-17 AJU Capital Co., Ltd. Offers general loans, credit/mortgage loans, corporate finance, and automobile finance for used and new cars. Well to Sea No.3 Investment Purpose Company Co., Ltd. $428 $647 $404 $45 9.5x 0.66x Nov-16 Meritz Capital Co., Ltd. Engages in credit finance business in South Korea and offers personal loans, auto finance for individuals, and corporate financing solutions. Meritz Securities Co., Ltd. $326 $353 $92 $32 10.3x 0.92x Aug-16 Jordan Trade Facilities Company P.S.C Offers personal loans; private and public transportation vehicle loans; vehicle and real estate leasing services; Islamic Murabaha products; commercial loans; fixed assets and equipment leasing services; mortgage loans; and credit cards. Tamkeen Leasing Company $31 $29 $9 $3 10.0x 1.06x Dec-15 Volvofinans Bank AB (publ) Provides product and sales financing to support the sale of products marketed by Volvo, Renault, and Ford dealers in Sweden. Volvo Car Corporation $537 $178 $465 $120 4.5x 3.02x Mar-15 OneMain Financial Holdings, LLC Provides unsecured and auto-secured personal loans and offers a home and auto membership product. Springleaf Holdings, Inc. (nka:OneMain Holdings, Inc.) $4,493 $1,933 $1,665 $513 8.8x 2.32x Mean 9.3x 1.55x Median 9.6x 1.19x

 
 

47 CONFIDENTIAL Selected M&A Transactions Analysis (BITA Core) Source: Capital IQ, Bloomberg, company filings, press releases Selected M&A Transactions Analysis - Online Auto Services (BITA Core) ($ in millions) Announced Target Name Target Business Description Acquirer Name Enterprise Value LTM Revenue LTM EBITDA EBITDA Margin EV / EBITDA EV / Revenue Feb-18 Dealer Inspire, Inc. and Launch Digital Marketing, LLC Develops software products and technology solutions for the automotive dealerships. Launch Digital Marketing, LLC provides digital marketing services. Cars.com Inc. $205 $41 $4.0 9.8% 51.3x 5.00x Nov-17 SK ENCARSALES.COM Ltd. Offers online used car advertising; vehicle history and pricing information services; dealer support solution services; including sales and stock management; and auto trade consulting services. carsales.com Ltd $374 $35 NA NA NA 10.55x Sep-16 Beijing Yesway Information Technology Co., Ltd. Develops and operates a self-driving networking service cloud platform. Xingmin Intelligent Transportation Systems (Group) Co., Ltd. $60 $15 NA NA NA 4.13x Mar-16 Beijing Zhiyue Network Technology Co., Ltd. Develops a web portal and a mobile application that offers news and information about automotive products. Keda Group Co., Ltd. $107 $5 NA NA NA 20.08x Aug-15 Beijing 58 Auto Technology Co.,Ltd. Develops and offers an Internet platform offering information and listing services for new and used automobiles. 58.com Inc. $21 $20 $1.5 7.5% 13.8x 1.04x Aug-15 HERE Holding Corporation Develops and provides Internet-based maps and other location content for navigation, location- based services, and mobile advertising applications around the globe. Daimler AG; Bayerische Motoren Werke AG; AUDI AG $3,124 $1,064 NA NA NA 2.94x Jun-15 Dealertrack Technologies, Inc. Provides web-based software solutions and services to the automotive retail industry. Cox Automotive, Inc. $4,464 $948 $123.7 13.0% 36.1x 4.71x May-15 Dealix Corporation And Autotegrity, Inc. Connects new and used car buyers with dealers, dealer groups, and OEMs of vehicles online. Autotegrity, Inc., a data analytics and online marketing company, provides an automotive shopping service connecting consumers with auto dealers. Autobytel Inc. (nka:AutoWeb, Inc.) $25 $71 NA NA NA 0.35x Group Mean 10.1% 33.7x 6.1x Group Median 9.8% 36.1x 4.4x Selected M&A Transactions Analysis - Online Verticals (BITA Core) ($ in millions) Announced Date Target Name Target Business Description Acquirer Name Enterprise Value LTM Revenue LTM EBITDA EBITDA Margin EV / EBITDA EV / Revenue Apr-20 58.com Inc. Operates various multi-category online classifieds platforms and vertical listing platforms that enable local businesses and consumers to connect in China. General Atlantic Service Company, L.P.; General Atlantic Singapore Fund Pte. Ltd; Warburg Pincus Asia LLC; Ocean Link Partners Limited $6,896 $2,205 $486.7 22.1% 14.2x 3.13x May-18 Mitula Group Limited Owns, operates, and manages vertical search websites. LIFULL Co., Ltd. $145 $27 $7.5 27.5% 19.5x 5.36x May-17 Angie's List, Inc. Operates a local services consumer review service and e-commerce marketplace in the United States. HomeAdvisor, Inc. (nka:ANGI Homeservices Inc.) $588 $313 $11.1 3.6% 52.8x 1.88x Jun-15 Gongkong (Beijing) Information Technology Co.,Ltd Operates an online portal which offers online advertising, e-commerce, market research and consultation, and e-business services for automation and control equipment manufacturers. Zhongyeda Electric Co., Ltd. $48 $5 NA NA NA 10.07x Group Mean 17.7% 28.8x 5.11x Group Median 22.1% 19.5x 4.24x Aggregate Mean 13.9% 31.3x 5.77x Aggregate Median 11.4% 27.8x 4.42x

 
 

48 CONFIDENTIAL Selected M&A Transactions Analysis (CIG) Source: Capital IQ, Bloomberg, company filings, press releases Selected M&A Transactions Analysis (CIG) ($ in millions) Announced Target Name Target Business Description Acquirer Name Enterprise Value LTM Revenue LTM EBITDA EBITDA Margin EV / EBITDA EV / Revenue Feb-20 Sandbox Group LLC Operates as a brand agency. Merge Design & Interactive, Inc. $35 $8 NA NA NA 4.33x Feb-20 Growww Media Co., Ltd. Operates as an integrated advertising agency in Taiwan. Hakuhodo Zeta Inc. $107 $133 $16 11.7% 6.9x 0.80x Feb-20 TradeDoubler AB (publ) Provides performance-based digital marketing services and technology solutions for publishers and advertisers worldwide. Reworld Media Société Anonyme $27 $120 $3 2.1% 10.3x 0.22x Oct-19 Firewood Marketing, Inc. Operates as a digital marketing and creative agency. MediaMonks B.V. $150 $57 $10 18.1% 14.6x 2.64x Apr-19 Epsilon Data Management, LLC Provides marketing solutions that integrate data, creativity, and technologies for advertisers. Publicis Groupe Holdings B.V.; MMS USA Investments, Inc. $4,400 $1,900 NA NA NA 2.32x Sep-18 Shanghai Qianma Network Science and Technology Co., Ltd. Offer digital marketing services. Beijing Yuanlong Yato Culture Dissemination Co.,Ltd. $50 $20 $4 18.6% 13.8x 2.57x Jun-18 My Media S.A.S. (nka:Heroiks) Offers services in the areas of media strategy and planning, affiliation, digital strategy, e-business strategy, e-reputation, community management, paid referencing audits, and ergonomic audits. Purchases offline and nline advertisement space. LBO France; White Knight IX $71 $28 NA NA NA 2.50x Feb-18 Brandwidth Group Limited Operates as a digital innovation agency. Next Fifteen Communications Group plc $14 $10 NA NA NA 1.40x Jan-18 Daehong Communications Inc. Provides marketing communication services. LOTTE Corporation $207 $389 $38 9.7% 5.5x 0.53x Dec-17 Goldbach Group AG Primarily engages in planning, consulting, creating, concept developing, purchasing, implementing, and deploying electronic offline and online media, and cross-media campaigns. Tamedia AG (nka:TX Group AG) $180 $507 $36 7.0% 5.1x 0.36x Nov-17 The Corner Communications (London) Limited A creative agency which provides brand and creative strategy, communications planning, digital design, and social marketing services. Be Heard Group plc $17 $7 $1 19.7% 11.6x 2.28x Oct-17 Asatsu-DK Inc. (nka:ADK Holdings Inc.) Involved in the provision of various integrated proposals and executions to solve marketing issues, planning and buying of digital and mass media, data-driven marketing activities. Bain Capital Private Equity, LP $1,188 $3,153 $72 2.3% 16.5x 0.38x May-17 Havas SA Provides advertising, media, and digital services worldwide. Vivendi SA $4,309 $2,486 $379 15.3% 11.4x 1.73x Feb-17 SinnerSchrader Aktiengesellschaft Operates as an independent digital agency in Germany and internationally. Accenture Holding GmbH & Co. KG $104 $55 $6 11.1% 17.0x 1.90x Dec-16 Kameleon Worldwide Limited A content marketing agency, engages in digital and social content. Be Heard Group plc $13 $3 $1 21.8% 19.9x 4.34x Apr-16 ClickADV srl Offers digital marketing and advertising services. Cerved Group S.p.A. $20 $9 $3 30.1% 7.5x 2.26x Mean 12.3x 1.9x Median 12.7x 2.3x