BITA [BITAUTO] SC 13G:

Ticker: BITA, Company: BITAUTO HOLDINGS LTD, Type: SC 13G, Date: 2019-01-10
Original SEC Filing: Click here


Webplus: BITA/20190110/SC_13G/1/000.htm SEC Original: p19-0016sc13g.htm



s:18535:" SC 13G 1 p19-0016sc13g.htm BITAUTO HOLDINGS LTD

1

NAMES OF REPORTING PERSONS

Snow Lake Capital (HK) Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)¨

(b)¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Hong Kong

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

13,200,000 (see Item 2(a))

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

13,200,000 (see Item 2(a))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,200,000 (see Item 2(a))

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

18.1%

12

TYPE OF REPORTING PERSON

FI

CUSIP No.091727107 13G Page 3 of 8 Pages

1

NAMES OF REPORTING PERSONS

Sean MA

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)¨

(b)¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Hong Kong

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

13,200,000 (see Item 2(a))

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

13,200,000 (see Item 2(a))

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,200,000 (see Item 2(a))

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

18.1%

12

TYPE OF REPORTING PERSON

IN, HC

CUSIP No.091727107 13G Page 4 of 8 Pages

Item 1(a). NAME OF ISSUER.
The name of the issuer is Bitauto Holdings Limited (the "Company").

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The Company's principal executive offices are located at New Century Hotel Office Tower, 6/F, No. 6 South Capital Stadium Road, Beijing 100044, The People’s Republic of China.

Item 2(a). NAME OF PERSON FILING:

This statement is filed by:

(i)

Snow Lake Capital (HK) Limited ("SLC HK"), the investment adviser to certain funds (the "Snow Lake Funds"), with respect to the Ordinary Shares (as defined in Item 2(d) below) represented by American Depositary Shares held by the Snow Lake Funds; and

(ii) Mr. Sean MA (the "Mr. MA"), the sole shareholder and control person of SLC HK, with respect to the Ordinary Shares represented by American Depositary Shares held by the Snow Lake Funds.

As investment adviser to the Snow Lake Funds, SLC HK exercises voting and investment power over the Ordinary Shares represented by American Depositary Shares held by the Snow Lake Funds.  Mr. MA is the sole shareholder and control person of SLC HK.  In such capacities, SLC HK and Mr. MA may be deemed to beneficially own the Ordinary Shares represented by American Depositary Shares held by the Snow Lake Funds.  SLC HK and Mr. MA are hereinafter sometimes collectively referred to as the "Reporting Persons."

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The address of the business office of each of the Reporting Persons is Suites 1101-04, One Exchange Square, 8 Connaught Place, Central, Hong Kong.

Item 2(c). CITIZENSHIP:

SLC HK is a corporation organized and existing under the laws of Hong Kong.

Sean MA is a Hong Kong permanent resident.

Item 2(d). TITLE OF CLASS OF SECURITIES:
Ordinary shares, par value $0.00004 per share (the "Ordinary Shares").

Item 2(e). CUSIP NUMBER:
091727107

CUSIP No.091727107 13G Page 5 of 8 Pages

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) ¨ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) ¨

Employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

(g) x

Parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

(h) ¨

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ¨

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j) x Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:SLC HK is licensed by the Hong Kong Securities and Futures Commission to carry on a business in Type 9 (asset management) regulated activity (CE no.:AXI102).

Item 4. OWNERSHIP.

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

The percentages set forth herein are calculated based upon 72,739,966 Ordinary Shares outstanding as of September 30, 2018, as reported by the Company in Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on November 28, 2018.

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.

CUSIP No.091727107 13G Page 6 of 8 Pages

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See Item 2.  The Snow Lake Funds, have 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.  Snow Lake China Master Fund, Ltd., a Snow Lake Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Ordinary Shares.

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
See Item 2(a) and Item 3.

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.

Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.

Item 10. CERTIFICATION.

Each of the Reporting Persons hereby makes the following certification:
By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, (i) the securities referred to above were acquired and are held in the ordinary course of business and were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect and (ii) the foreign regulatory schemes applicable to asset managers licensed by the Hong Kong Securities and Futures Commission to carry on a business in Type 9 (asset management) regulated activity (AXI102) are substantially comparable to the regulatory schemes applicable to the functionally equivalent U.S. institutions. The Reporting Persons also undertakes to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

CUSIP No.091727107 13G Page 7 of 8 Pages

SIGNATURES

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

DATED: January 10, 2019

Snow Lake Capital (HK) Limited
By: Sean MA
Name: Sean MA
Title: Director

/s/ Sean MA

SEAN MA

CUSIP No.091727107 13G Page 8 of 8 Pages

EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: January 10, 2019

Snow Lake Capital (HK) Limited
By: Sean MA
Name: Sean MA
Title: Director

/s/ Sean MA

SEAN MA

";

Company Info:

Ticker: BITA, Company: BITAUTO HOLDINGS LTD, Type: SC 13G, Date: 2019-01-10CIK: 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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