BITA [BITAUTO] SC 13D/A:

Ticker: BITA, Company: BITAUTO HOLDINGS LTD, Type: SC 13D/A, Date: 2020-10-06
Original SEC Filing: Click here


Webplus: BITA/20201006/SC_13D.A_1/1/000.htm SEC Original: tm2032496d1_sc13da.htm



SC 13D/A 1 tm2032496d1_sc13da.htm SC 13D/A

CUSIP No. 091727107

1. NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HARVEST OCEAN (CAYMAN) LIMITED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) ¨
(B) ¨
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Item2(d) or 2(e)¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
3,030,248
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,030,248
10 SHARED DISPOSITIVE POWER
0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,030,248
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%*
14 TYPE OF REPORTING PERSON (SEEINSTRUCTIONS)
CO

* Percentage calculated based on the total number of 73,761,089 ordinary shares outstanding as of June 30, 2020 as reported on Form 6K of the Issuer, filed on August 25, 2020.

CUSIP No. 091727107

1. NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CCP III GP LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) ¨
(B) ¨
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Item2(d) or 2(e)o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,030,248
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,030,248

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,030,248
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%*
14 TYPE OF REPORTING PERSON (SEEINSTRUCTIONS)
CO

* Percentage calculated based on the total number of 73,761,089 ordinary shares outstanding as of June 30, 2020 as reported on Form 6K of the Issuer, filed on August 25, 2020.

CUSIP No. 091727107

1. NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CCIP III GP LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) ¨
(B) ¨
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Item2(d) or 2(e)¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,030,248
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,030,248

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,030,248
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%*
14 TYPE OF REPORTING PERSON (SEEINSTRUCTIONS)
CO

* Percentage calculated based on the total number of 73,761,089 ordinary shares outstanding as of June 30, 2020 as reported on Form 6K of the Issuer, filed on August 25, 2020.

CUSIP No. 091727107

1. NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CITIC CAPITAL PARTNERS LIMITED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) ¨
(B) ¨
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Item2(d) or 2(e)o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
3,030,248
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,030,248
10

SHARED DISPOSITIVE POWER

0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,030,248
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%*
14 TYPE OF REPORTING PERSON (SEEINSTRUCTIONS)
CO

* Percentage calculated based on the total number of 73,761,089 ordinary shares outstanding as of June 30, 2020 as reported on Form 6K of the Issuer, filed on August 25, 2020.

CUSIP No. 091727107

1. NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CITIC CAPITAL HOLDINGS LIMITED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) ¨
(B) ¨
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Item2(d) or 2(e)o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
HONG KONG

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
3,030,248
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,030,248
10 SHARED DISPOSITIVE POWER
0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,030,248
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%*
14 TYPE OF REPORTING PERSON (SEEINSTRUCTIONS)
CO

* Percentage calculated based on the total number of 73,761,089 ordinary shares outstanding as of June 30, 2020 as reported on Form 6K of the Issuer, filed on August 25, 2020.

CUSIP No. 091727107

Explanatory Note:

This Amendment No. 8 to Schedule 13D (the “Amendment”) is being filed jointly by (i) Harvest Ocean (Cayman) Limited, a company organized under the laws of the Cayman Islands (“Harvest Ocean”), (ii) CCP III GP Ltd., a company organized under the laws of the Cayman Islands (“CCP III GP”), (iii) CCIP III GP Ltd., a company organized under the laws of the Cayman Islands (“CCIP III GP”), (iv) CITIC Capital Partners Limited, a company organized under the laws of the Cayman Islands (“CCPL”), and (v) CITIC Capital Holdings Limited, a company organized under the laws of Hong Kong (“CCHL,” together with Harvest Ocean, CCP III GP, CCIP III GP and CCPL, the “Reporting Persons”).

This Amendment amends and supplements the Statement of Beneficial Ownership on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 17, 2016, as amended and supplemented by Amendment No. 1, filed on November 21, 2016, as amended and supplemented by Amendment No. 2, filed on December 23, 2016, as amended and supplemented by Amendment No. 3, filed on December 30, 2016, as amended and supplemented by Amendment No. 4 filed on April 25, 2017, as amended and supplemented by Amendment No. 5 filed on August 25, 2017, as amended and supplemented by Amendment No. 6 filed on June 4, 2018 and as amended and supplemented by Amendment No. 7 filed on July 10, 2020 (as so amended, the “Original Schedule 13D”), with respect to the ordinary shares, par value $0.00004 per share (the “Ordinary Shares”), including Ordinary Shares represented by ADSs (each representing one Ordinary Share), of Bitauto Holdings Limited (the “Issuer”). Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

As set forth below, as a result of the transactions described herein, on September 28, 2020 each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the Ordinary Shares. The filing of this Amendment No. 8 represents the final amendment to the Original Schedule 13D and constitutes an “exit filing” for the Reporting Persons.

Item 5. Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a), (b) The following table sets forth the beneficial ownership of Ordinary Shares of the Issuer for each of the Reporting Persons.

Reporting
Person
Amount
beneficially
owned:(1) (in
Ordinary
Shares)
Percent of
class:(2)
Sole power
to vote or
direct
the vote:
(in
Ordinary
Shares)
Shared power
to vote or to
direct the vote:
(in Ordinary
Shares)
Sole power to
dispose or to
direct the
disposition of:
(in Ordinary
Shares)
Shared power
to dispose or to
direct the
disposition of:
(in Ordinary
Shares)
Harvest Ocean 3,030,248 4.1 % 3,030,248 0 3,030,248 0
CCP III GP 3,030,248 (3) 4.1 % 0 3,030,248 0 3,030,248
CCIP III GP 3,030,248 (3) 4.1 % 0 3,030,248 0 3,030,248
CCPL 3,030,248 (3) 4.1 % 3,030,248 0 3,030,248 0
CCHL 3,030,248 (3) 4.1 % 3,030,248 0 3,030,248 0

CUSIP No. 091727107

(1) Beneficial ownership is determined in accordance with Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
(2) Percentage calculated based on the total number of 73,761,089 ordinary shares outstanding as of June 30, 2020 as reported on Form 6K of the Issuer, filed on August 25, 2020.
(3) Represents 3,030,248 ADSs, representing 3,030,248 Ordinary Shares, beneficially owned by Harvest Ocean.

Each of CCPL and CCHL may be deemed to beneficially own the ADSs or Ordinary Shares beneficially owned by Harvest Ocean, however each such Reporting Person hereby expressly disclaims such beneficial ownership except to the extent of its pecuniary interest therein.

To the best of the Reporting Persons’ knowledge, other than set forth above, there are no Ordinary Shares or ADSs which are beneficially owned by any of the persons named in response to Item 2.

(c)       Harvest Ocean sold an aggregate of 840,095 ADSs through open market sales between July 10 (exclusive), the most recent filing of Schedule 13D by the Reporting Persons with respect to the Ordinary Shares, and October 5, 2020 (inclusive).

Settlement Date Amount of ADSs Sold Average Price Per ADS
9/28/2020 234,110 15.7500
9/29/2020 9,410 15.7500
9/30/2020 145,000 15.7669
10/1/2020 135,000 15.7811
10/2/2020 116,575 15.8023
10/5/2020 200,000 15.7845

(d)       To the best knowledge of the Reporting Persons, no person (other than the Reporting Persons) has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares or ADSs.

(e)       The Reporting Persons ceased to be the beneficial owners of more than five percent of the Ordinary Shares on September 28, 2020. The filing of this Amendment No. 8 represents the final amendment to the Original Schedule 13D and constitutes an “exit filing” for the Reporting Persons.

CUSIP No. 091727107

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 6, 2020

HARVEST OCEAN (CAYMAN) LIMITED
By: /s/ Chan Kai Kong
Name: Chan Kai Kong
Title: Director
CCP III GP LTD.
By: /s/ Chan Kai Kong
Name: Chan Kai Kong
Title: Director
CCIP III GP LTD.
By: /s/ Chan Kai Kong
Name: Chan Kai Kong
Title: Director
CITIC CAPITAL PARTNERS LIMITED
By: /s/ Chan Kai Kong
Name: Chan Kai Kong
Title: Director
CITIC CAPITAL HOLDINGS LIMITED
By: /s/ Zhang Yichen
Name: Zhang Yichen
Title: Director

Company Info:

Ticker: BITA, Company: BITAUTO HOLDINGS LTD, Type: SC 13D/A, Date: 2020-10-06CIK: 0001499781, Location: F4, SIC: 7374, SIC Desc: SERVICES-COMPUTER PROCESSING & DATA PREPARATION
Business Phone & Address:
NEW CENTURY HOTEL OFFICE TOWER 6/F, NO 6 SOUTH CAPITAL STADIUM ROAD BEIJING
PEOPLE’S REPUBLIC OF CHINA 100044

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