BITA Bitauto Holdings Ltd

CUSIP No. 091727925

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CUSIP No. 091727925

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CUSIP No. 091727925

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CUSIP No. 091727925

EXPLANATORY NOTE

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) is being jointly filed by JD.com, Inc. (“JD”), JD.com Investment Limited (“JD Investment”) and JD.com Global Investment Limited (“JD Global,” together with JD and JD Investment, the “Reporting Persons”) as an amendment to that certain Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on February 16, 2015, as amended by Amendment No.1 to Schedule 13D filed with the SEC on June 21, 2016 and Amendment No.2 to Schedule 13D filed with the SEC on September 16, 2019 (collectively, the “Original Schedule 13D,” together with this Amendment No. 3, the “Statement”). Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used herein without definition have meanings assigned thereto in the Original Schedule 13D.

Item 2. Identity and Background.

Item 2 is amended by replacing the Schedule A to the Original Schedule 13D with the Schedule A hereto and supplemented by adding the following:

During the last five years, none of the Reporting Persons and, to the best of their knowledge, any of the persons listed on Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4. Purpose of Transaction.

Item 4 is supplemented by adding the following:

Merger Agreement

On June 12, 2020, the Issuer entered into an agreement and plan of merger (the “Merger Agreement”) with Yiche Holding Limited (“Parent”), and Yiche Mergersub Limited (“Merger Sub”), a wholly owned subsidiary of Parent, pursuant to which the Issuer will be acquired by an investor consortium led by the Buyer Consortium in an all-cash transaction (the “Merger”). Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Ordinary Share of the Company issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$16 in cash without interest, and each outstanding ADS of the Company (each representing one Share) will be cancelled in exchange for the right to receive US$16 in cash without interest, except for (a) certain Ordinary Shares (including Ordinary Shares represented by ADSs) owned by affiliates of Tencent, an affiliate of JD and affiliates of Mr. Bin Li, chairman of the board of directors of the Issuer, which will be rolled over in the transaction, (b) Ordinary Shares (including ADSs represented by Ordinary Shares) owned by Parent, Merger Sub, the Issuer or any of their respective subsidiaries, (c) Ordinary Shares (including ADSs represented by Ordinary Shares) held by the ADS depositary and reserved for issuance, settlement and allocation upon exercise or vesting of the Issuer’s options and/or restricted share unit awards, and (d) Ordinary Shares held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of those dissenting shares in accordance with Section 238 of the Companies Law of the Cayman Islands. The Merger is subject to customary closing conditions including the approval of the Merger Agreement by an affirmative vote of holders of Ordinary Shares representing at least two-thirds of the voting power of the Ordinary Shares present and voting in person or by proxy at a meeting of the Issuer’s shareholders. If completed, the Merger will result in the Issuer becoming a privately held company, and its ADSs will no longer be listed on the New York Stock Exchange. For a detailed description of the Merger Agreement and the Merger, see the Form 6-K filed by the Issuer on June 15, 2020, including the exhibits thereto.

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Interim Investors Agreement

On June 12, 2020, JD Global, as a Rollover Investor (as defined in the Interim Investors Agreement), entered into an interim investors agreement with Morespark Limited (“Tencent”), Hammer Capital Opportunities Fund L.P., acting through its general partner Hammer Capital Opportunities General Partner, (“Hammer,” together with Tencent, the “Principal Investors”), Mr. Bin Li, Parent, Merger Sub, certain other Rollover Investors and certain other parties thereto (the “Interim Investors Agreement”), which provides for certain terms and conditions that will govern the actions of Parent and Merger Sub and the relationship among the Principal Investors and the Rollover Investors with respect to the Merger Agreement, and certain Equity Commitment Letters, Support Agreements and Limited Guarantees (each as defined in the Interim Investors Agreement), and the transactions contemplated thereby. Pursuant to the Interim Investors Agreement, the number of rollover shares of JD Global is 10,549,714, which JD Global has agreed to cancel in exchange for the same number of shares in Parent. Accordingly, at the Effective Time, the remaining 6,777,887 Ordinary Shares (including Ordinary Shares represented by ADSs) held by JD Global are expected to be cancelled and cease to exist in exchange for the right to receive the merger consideration.

Supplement to Deed of Undertaking

Concurrently with the execution of the Interim Investors Agreement, JD Financial entered into a supplemental deed to deed of irrevocable undertaking with the members of the Buyer Consortium (the “Supplement to Deed of Undertaking”), which amends certain terms of the Deed of Undertaking, including, among others, that the obligations of JD Financial under the Deed of Undertaking will cease and terminate if the Rule 3.5 Announcement (as defined in the Deed of Undertaking) is not released on or before 12 July 2020 or any other date as may be agreed by JD Financial and the Buyer Consortium in writing.

The descriptions of the Merger Agreement, the Interim Investors Agreement and the Supplement to Deed of Undertaking set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, the Interim Investors Agreement and the Supplement to Deed of Undertaking, which have been filed as Exhibits 99.10, 99.11 and 99.12 hereto respectively and are incorporated herein by this reference.

Except as indicated above, the Reporting Persons currently do not have any plans or proposals that relate to or would result in any matters listed in Items 4(a)-(j) of Schedule 13D. Consummation of the Merger could result in one or more of the actions specified in Items 4(a)-(j) of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, and a change to the board of directors of the Issuer, and a change in the Issuer’s memorandum and articles of association to reflect that the Issuer would become a privately held company. In addition, subject to the terms of the documents described in the Statement, the Reporting Persons reserve their right to change their plans and intentions in connection with any of the actions discussed in this item 4. Any action taken by the Reporting Persons may be effected at any time and from time to time, subject to any applicable limitations imposed by any applicable laws or set forth in any documents described in the Statement. No assurance can be given that any proposal, any definitive agreement or any transaction relating to the Merger will be entered into or be consummated.

Item 5. Interest in Securities of the Issuer.

Item 5 is amended and restated as follows.

The information contained on each of the cover pages of this Amendment No. 3 and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference.

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(a) As of the date hereof, each Reporting Person may be deemed to have beneficial ownership and shared voting power to vote or direct the vote of 17,327,601 Ordinary Shares (including 621,381 Ordinary Shares represented by ADSs), representing 24.4% of the Issuer’s outstanding Ordinary Shares.

JD Investment is the sole shareholder of JD Global. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and the rules promulgated thereunder, JD Investment may be deemed to beneficially own all of the Ordinary Shares (including Ordinary Shares represented by ADSs) held by JD Global.

JD is the sole shareholder of JD Investment and therefore indirectly owns all the outstanding shares of JD Global. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, JD may be deemed to beneficially own all of the Ordinary Shares (including Ordinary Shares represented by ADSs) held by JD Global.

The above disclosure of percentage information was calculated based on a total of 71,035,249.5 ordinary shares of the Issuer outstanding as of March 31, 2020 (excluding 2,725,839.5 treasury shares and ordinary shares issued to the depositary bank for bulk issuance of American depositary shares reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer), as reported in the Issuer’s Form 20-F filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2019.

Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares.

(b) The powers that a Reporting Person has relative to the shares discussed herein may be found in rows 7 through 10 of the Cover Page relating to such Reporting Person, which is hereby incorporated by reference.

Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares that they may be deemed to beneficially own.

(c) Louis T. Hsieh, an independent director of JD, sold a total of 15,000 ADSs (representing 15,000 Ordinary Shares) on June 10, 2020 on open market at an average price of US$14.1186 per ADS.

Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Ordinary Shares during the past 60 days.

(d) Except as disclosed in this Statement, to the best knowledge of the Reporting Persons, no other person 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 beneficially owned by the Reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is supplemented by adding the following:

The information regarding the Interim Investors Agreement and the Supplement to Deed of Undertaking under Item 4 is incorporated herein by reference in their entirety.

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Item 7. Material to be Filed as Exhibits.

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SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

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SCHEDULE A

Directors and Executive Officers of JD

The names of the directors and the names and titles of the executive officers of JD and their principal occupations are set forth below. Except for Mr. Martin Chiping Lau, Mr. Ming Huang, Mr. Louis T. Hsieh and Mr. Dingbo Xu, the business address of the directors and executive officers is c/o JD.com, Inc., 20th Floor, Building A, No. 18 Kechuang 11 Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, The People’s Republic of China.

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Directors and Executive Officers of JD Investment

The names of the directors and the names and titles of the executive officers of JD Investment and their principal occupations are set forth below. The business address of each of the directors and executive officers is c/o JD.com, Inc., 20th Floor, Building A, No. 18 Kechuang 11 Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, The People’s Republic of China.

Directors and Executive Officers of JD Global

The names of the directors and the names and titles of the executive officers of JD Global and their principal occupations are set forth below. The business address of each of the directors and executive officers is c/o JD.com, Inc., 20th Floor, Building A, No. 18 Kechuang 11 Street, Yizhuang Economic and Technological Development Zone Daxing District, Beijing 101111, The People’s Republic of China.

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