CUSIP No. 091727107
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
_____________________________
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SCHEDULE 13D
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. 8 - Final Amendment)*
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Bitauto
Holdings Limited
(Name of Issuer)
Ordinary
Shares, par value $0.00004 per share
(Title of Class of Securities)
091727107
(for American Depositary Shares, each representing one Ordinary Share)
(CUSIP Number)
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Eric Chan
CITIC Capital Holdings Limited
28/F, CITIC Tower
1 Tim Mei Avenue
Central, Hong Kong
Tel: 852-3710-6889
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
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October
5, 2020
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), Rule 13-d1(f) or Rule 13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d
-7 for other parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
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The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 091727107
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1.
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NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HARVEST OCEAN (CAYMAN) LIMITED
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(A)
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¨
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(B)
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¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
3,030,248
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
3,030,248
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,030,248
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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*
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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.
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CUSIP No. 091727107
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1.
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NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CCP III GP LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(A)
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¨
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(B)
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¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE
INSTRUCTIONS)
N/A
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN
ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
3,030,248
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,030,248
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,030,248
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
4.1%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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*
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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.
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CUSIP No. 091727107
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1.
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NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CCIP III GP LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(A)
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¨
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(B)
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¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE
INSTRUCTIONS)
N/A
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
3,030,248
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|
9
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SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
3,030,248
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|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,030,248
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|
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%*
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|
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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*
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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.
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CUSIP No. 091727107
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1.
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NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CITIC CAPITAL PARTNERS LIMITED
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(A)
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¨
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(B)
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¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
3,030,248
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
3,030,248
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,030,248
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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*
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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.
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CUSIP No. 091727107
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1.
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NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CITIC CAPITAL HOLDINGS LIMITED
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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|
(A)
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¨
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|
|
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(B)
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¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE
INSTRUCTIONS)
N/A
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
HONG KONG
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
3,030,248
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
3,030,248
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10
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SHARED DISPOSITIVE POWER
0
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|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,030,248
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|
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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*
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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.
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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
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Amount
beneficially
owned:(1) (in
Ordinary
Shares)
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Percent of
class:(2)
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Sole power
to vote
or
direct
the vote:
(in
Ordinary
Shares)
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Shared power
to vote or to
direct the vote:
(in Ordinary
Shares)
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Sole power to
dispose or to
direct the
disposition of:
(in Ordinary
Shares)
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Shared power
to dispose or to
direct the
disposition of:
(in Ordinary
Shares)
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Harvest Ocean
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3,030,248
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4.1
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%
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3,030,248
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0
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3,030,248
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0
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CCP III GP
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3,030,248
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(3)
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4.1
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%
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0
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3,030,248
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0
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3,030,248
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CCIP III GP
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3,030,248
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(3)
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4.1
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%
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0
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3,030,248
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0
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3,030,248
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CCPL
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3,030,248
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(3)
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4.1
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%
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3,030,248
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0
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3,030,248
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0
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CCHL
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3,030,248
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(3)
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4.1
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%
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3,030,248
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0
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3,030,248
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0
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CUSIP No. 091727107
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(1)
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Beneficial ownership is determined in accordance with Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
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(2)
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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.
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(3)
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Represents 3,030,248 ADSs, representing 3,030,248 Ordinary Shares, beneficially owned by Harvest
Ocean.
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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).
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Settlement Date
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Amount of ADSs Sold
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Average Price Per ADS
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9/28/2020
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234,110
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15.7500
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9/29/2020
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9,410
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15.7500
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9/30/2020
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145,000
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15.7669
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10/1/2020
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135,000
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15.7811
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10/2/2020
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116,575
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15.8023
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10/5/2020
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200,000
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15.7845
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(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
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HARVEST OCEAN (CAYMAN) LIMITED
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By:
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/s/ Chan Kai Kong
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Name:
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Chan Kai Kong
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Title:
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Director
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CCP III GP LTD.
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By:
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/s/ Chan Kai Kong
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Name:
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Chan Kai Kong
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Title:
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Director
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CCIP III GP LTD.
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By:
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/s/ Chan Kai Kong
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Name:
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Chan Kai Kong
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Title:
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Director
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CITIC CAPITAL PARTNERS LIMITED
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By:
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/s/ Chan Kai Kong
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Name:
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Chan Kai Kong
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Title:
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Director
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CITIC CAPITAL HOLDINGS LIMITED
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By:
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/s/ Zhang Yichen
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Name:
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Zhang Yichen
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Title:
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Director
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