Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for the contents of this Web Proof Information Pack, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Web Proof Information Pack. Web Proof Information Pack of China ZhengTong Auto Services Holdings Limited 中國正通汽車服務控股有限公司 (established under the laws of the Cayman Islands with limited liability) (the “Company”) This Web Proof Information Pack (“WPIP”) is being published as required by The Stock Exchange of Hong Kong Limited (“HKEx”)/the Securities and Futures Commission solely for the purpose of providing information to the public in Hong Kong. This WPIP is in draft form. The information contained in it is incomplete and is subject to changes which could potentially be material. By viewing this document, you acknowledge, accept and agree with the Company, any of its affiliates, sponsors, advisers and members of the underwriting syndicate that: (a) this WPIP is only for the purpose of facilitating equal dissemination of information to investors in Hong Kong and not for any other purposes. No investment decision should be based on the information contained in this WPIP; (b) the posting of this WPIP or supplemental, revised or replacement pages on the HKEx Website does not give rise to any obligation of the Company, any of its affiliates, sponsors, advisers and/or members of the underwriting syndicate to proceed with an offering in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceed with the offering; (c) the contents of this WPIP or supplemental, revised or replacement pages may or may not be replicated in full or in part in the actual prospectus; (d) the WPIP may be updated or revised by the Company from time to time but each of the Company, its affiliates, sponsors, advisers and members of the underwriting syndicate is under no obligation, legal or otherwise, to update any information contained in this WPIP; (e) this WPIP does not constitute a prospectus, notice, circular, brochure, advertisement or other document offering to sell any securities to the public in any jurisdiction, nor is it an offer or an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities; (f) this WPIP must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement is intended; (g) neither the Company nor any of its affiliates, sponsors, advisers or members of the underwriting syndicate is offering, or is soliciting offers to buy, any securities in any jurisdiction through the publication of this WPIP; (h) neither this WPIP nor anything contained in it shall form the basis of or be relied on in connection with any contract or commitment whatsoever; (i) neither the Company nor any of its affiliates, sponsors, advisers or members of the underwriting syndicate makes any express or implied representation or warranty as to the accuracy or completeness of the information contained in this WPIP; (j) each of the Company and its affiliates, sponsors, advisers, and members of the underwriting syndicate expressly disclaims any and all liabilities on the basis of any information contained in, or omitted from, or any inaccuracies or errors in, this WPIP; (k) the Company has not and will not register the securities referred to in this WPIP under the United States Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws of the United States of America (the “U.S. “). You confirm that you are accessing this WPIP from outside the U.S.; and (l) as there may be legal restrictions on the distribution of this WPIP or dissemination of any information contained in this WPIP, you agree to inform yourself about and observe any such restrictions applicable to you. THIS WPIP IS NOT FOR PUBLICATION OR DISTRIBUTION TO PERSONS IN THE U.S. ANY SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD WITHOUT REGISTRATION THEREUNDER OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NEITHER THIS WPIP NOR THE INFORMATION CONTAINED HEREIN CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE U.S. OR IN ANY OTHER JURISDICTIONS. THIS WPIP IS NOT BEING MADE AND MAY NOT BE DISTRIBUTED OR SENT INTO CANADA OR JAPAN. Any offer or invitation to make an offer for any securities will only be made to the public in Hong Kong after the Company has registered its prospectus in accordance with the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). If an offer or an invitation is made by the Company to the public in Hong Kong in due course, prospective investors are reminded to make their investment decisions solely based on a prospectus of the Company registered with the Registrar of Companies in Hong Kong, copies of which will be distributed to the public during the offer period, and no such offer or invitation to the public in Hong Kong will be made unless and until after such registration. No offer or invitation to the public in Hong Kong is made on the basis of this WPIP. THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incomplete and is subject to change. This Web Proof Information Pack must be read in conjunction with the section headed ‘‘Warning’’ on the cover of this Web Proof Information Pack. CONTENTS This Web Proof Information Pack contains the following information relating to the Company extracted from the Bulk-Print Proof of the draft document: • Summary • Definitions • Forward-Looking Statements • Risk Factors • Directors and Parties Involved • Corporate Information • Industry Overview • Regulatory Overview • Our History and Reorganisation • Our Business • Contractual Arrangements • Connected Transactions • Relationship with the Controlling Shareholders • Future Plans • Financial Information • Directors, Senior Management and Employees • Substantial Shareholders • Share Capital • Appendix I Accountants’ Report • Appendix IV Property Valuation • Appendix V Taxation and Foreign Exchange • Appendix VI Summary of Constitution of the Company and Cayman Companies Law • Appendix VII Statutory and General Information YOU SHOULD READ THE SECTION HEADED “WARNING” ON THE COVER OF THIS WEB PROOF INFORMATION PACK. —i— THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incomplete and is subject to change. This Web Proof Information Pack must be read in conjunction with the section headed ‘‘Warning’’ on the cover of this Web Proof Information Pack. SUMMARY OVERVIEW A1A 28(1)(a) A1A 34(1)(a) 3rd Sch 1 We are the second largest BMW dealer and a major 4S dealership group in China focused on premium(1) brands such as BMW, MINI and Audi. According to ACMR, we ranked second in terms of the number of BMW 4S dealership stores in China with arrangements to operate 10 BMW dealership stores and ranked 21st in terms of turnover in 2009 in the highly fragmented PRC automobile dealership industry. Sales of BMW and MINI branded automobiles accounted for 50.9% of our sales of new automobiles for the six months ended 30 June 2010, while sales of Audi branded automobiles accounted for 8.4% for the same period. In addition to our premium brands dealership stores, we also operate dealership stores for middle market brands such as Nissan, Buick, Hyundai, Honda and Chevrolet. Sales of Nissan, Buick, Hyundai, Honda and Chevrolet branded automobiles accounted for 15.7%, 9.6%, 3.6%, 3.2% and 3.0% of our sales of new automobiles for the six months ended 30 June 2010 respectively. Since 1999 when we established our first dealership store in Shanghai, we have successfully expanded our automobile dealership business to regions where we expect substantial demand for premium branded automobiles from an increasingly affluent Chinese population. Our automobile dealership business covers 14 cities in both the large, established automobile markets of the affluent regions of China as well as the rapidly developing regions, such as Beijing, Shanghai, Guangzhou, Zhuhai, Dongguan, Shantou, Baotou, Nanchang, Chenzhou, Yichang, Hohhot, Changsha, Wuhan and Shiyan. Each of our dealership stores is a 4S dealership store that integrates four principal automobile-related businesses, i.e. sales, spare parts, service and survey, and offers a broad range of sales and services, including (i) sales of new automobiles, (ii) after-sales services, which include maintenance and repair services and sales of spare parts and accessories, and (iii) automobile agency services, which include automobile financing, insurance and registration agency services. Our ability to offer comprehensive automotive solutions to our customers and customer-focused business model foster long-term relationships with our customers and enable us to generate robust recurring turnover. Our dealership stores have received multiple recognitions and awards: our Yichang BMW dealership store was named one of the top 10 BMW dealership stores for dealer quality in China by BMW in 2009 and our Hubei Audi dealership store received the Silver Prize in Audi’s marketing competition in 2009. For the years ended 31 December 2007, 2008 and 2009 and the six months ended 30 June 2010, turnover generated from sales of new automobiles was RMB 2,650.6 million, RMB 2,661.8 million, RMB 4,270.5 million and RMB 2,684.6 million respectively, representing 91.1%, 87.4%, 85.8% and 85.8% of our total turnover in such periods.