BITA [BITAUTO] SC 13D/A: (Original Filing)

[EXECUTION VERSION PA GRAND OPPORTUNITY LIMITED Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands EASE WIN ENTERPRISES LIMITED P.O.Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands July 29, 2016 Re: Corporate Convertible Bond Total Return Swap Dear Sir or Madam, Party A Party B This confirmation amends and restates in its entirety the confirmation] [EXECUTION VERSION Dated 1 August 2016 Proudview Limited IN FAVOUR OF: PA Grand Opportunity Limited CHARGE OVER SHARES IN Bitauto Holdings Limited Conyers Dill & Pearman Attorneys at Law Cayman Islands TABLE OF CONTENTS 1 INTERPRETATION 4 2 6 3 CHARGOR’S COVENANTS 7 4 SECURITY 8 5 DEALINGS WITH CHARGED PROPERTY 9 6 PRESERVATION OF SECURITY 10 7 ENFORCEMENT OF] [091727 1 07 CUSIP No. 13D/A Page 1 1. NAME OF REPORTING PERSON: SERENE VIEW INVESTMENT LIMITED 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ¨ x (a) 3. SEC USE ONLY 4. SOURCE OF FUNDS:]

BITA [BITAUTO] SC 13D/A: EXECUTION VERSION PA GRAND OPPORTUNITY LIMITED Commence Chambers,

[EXECUTION VERSION PA GRAND OPPORTUNITY LIMITED Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands EASE WIN ENTERPRISES LIMITED P.O.Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands July 29, 2016 Re: Corporate Convertible Bond Total Return Swap Dear Sir or Madam, Party A Party B This confirmation amends and restates in its entirety the confirmation] [EXECUTION VERSION Dated 1 August 2016 Proudview Limited IN FAVOUR OF: PA Grand Opportunity Limited CHARGE OVER SHARES IN Bitauto Holdings Limited Conyers Dill & Pearman Attorneys at Law Cayman Islands TABLE OF CONTENTS 1 INTERPRETATION 4 2 6 3 CHARGOR’S COVENANTS 7 4 SECURITY 8 5 DEALINGS WITH CHARGED PROPERTY 9 6 PRESERVATION OF SECURITY 10 7 ENFORCEMENT OF] [091727 1 07 CUSIP No. 13D/A Page 1 1. NAME OF REPORTING PERSON: SERENE VIEW INVESTMENT LIMITED 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: ¨ x (a) 3. SEC USE ONLY 4. SOURCE OF FUNDS:]

BITA [BITAUTO] 6-K: (Original Filing)

[Bitauto Announces Investor Consortium’s Strategic Investment of US$550 Million in Yixin Capital Additional funding to support Yixin Capital’s rapidly growing online automobile financing platform Bitauto will hold an approximately 47% equity stake in Yixin Capital on a fully diluted basis and will have control over Yixin Capital with majority of voting power at the board upon closings. Bitauto will continue] [Bitauto Holdings Limited By : Name : Bin Li Title : Chairman of the Board of Directors and Chief Executive Officer 2 3 6-K 1 d228981d6k.htm FORM 6-K]

BITA [BITAUTO] 6-K: Bitauto Announces Investor Consortium’s Strategic Investment of US$550

[Bitauto Announces Investor Consortium’s Strategic Investment of US$550 Million in Yixin Capital Additional funding to support Yixin Capital’s rapidly growing online automobile financing platform Bitauto will hold an approximately 47% equity stake in Yixin Capital on a fully diluted basis and will have control over Yixin Capital with majority of voting power at the board upon closings. Bitauto will continue] [Bitauto Holdings Limited By : Name : Bin Li Title : Chairman of the Board of Directors and Chief Executive Officer 2 3 6-K 1 d228981d6k.htm FORM 6-K]

BITA [BITAUTO] SC 13D: (Original Filing)

[Joint Filing Agreement This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. DONGTING LAKE INVESTMENT LIMITED Ma Huateng Authorized Representative MORESPARK LIMITED Ma Huateng Authorized Representative THL E LIMITED] [Confidential SUBSCRIPTION AGREEMENT dated as of June 6, 2016 among BITAUTO HOLDINGS LIMITED JD.COM GLOBAL INVESTMENT LIMITED MORESPARK LIMITED and BAIDU HOLDINGS LIMITED TABLE OF CONTENTS ARTICLE I DEFINITION AND INTERPRETATION 1 Section 1.1 Definition, Interpretation and Rules of Construction 1 ARTICLE II PURCHASE AND SALE; CLOSING 5 Section 2.1 Issuance, Sale and Purchase of the Subscription Shares 5 Section] [Confidential Execution Version AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT dated as of June 17, 2016 among BITAUTO HOLDINGS LIMITED JD.COM GLOBAL INVESTMENT LIMITED DONGTING LAKE INVESTMENT LIMITED MORESPARK LIMITED and BAIDU HOLDINGS LIMITED TABLE OF CONTENTS Article 1 Definitions Section 1.01 1 Other Definitional and Interpretative Provisions Section 1.02 4 Article 2 Board Representation Section 2.01 4 Expenses and Indemnification] [SCHEDULE 13D Bitauto Holdings Limited (Name of Issuer) Ordinary Shares, par value $0.00004 per share (Title of Class of Securities) 091727925 (CUSIP Number) Tencent Holdings Limited 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong Telephone: +852 3148 5100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 17, 2016 (Date of]

BITA [BITAUTO] SC 13D: Joint Filing Agreement This Agreement may be executed

[Joint Filing Agreement This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. DONGTING LAKE INVESTMENT LIMITED Ma Huateng Authorized Representative MORESPARK LIMITED Ma Huateng Authorized Representative THL E LIMITED] [Confidential SUBSCRIPTION AGREEMENT dated as of June 6, 2016 among BITAUTO HOLDINGS LIMITED JD.COM GLOBAL INVESTMENT LIMITED MORESPARK LIMITED and BAIDU HOLDINGS LIMITED TABLE OF CONTENTS ARTICLE I DEFINITION AND INTERPRETATION 1 Section 1.1 Definition, Interpretation and Rules of Construction 1 ARTICLE II PURCHASE AND SALE; CLOSING 5 Section 2.1 Issuance, Sale and Purchase of the Subscription Shares 5 Section] [Confidential Execution Version AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT dated as of June 17, 2016 among BITAUTO HOLDINGS LIMITED JD.COM GLOBAL INVESTMENT LIMITED DONGTING LAKE INVESTMENT LIMITED MORESPARK LIMITED and BAIDU HOLDINGS LIMITED TABLE OF CONTENTS Article 1 Definitions Section 1.01 1 Other Definitional and Interpretative Provisions Section 1.02 4 Article 2 Board Representation Section 2.01 4 Expenses and Indemnification] [SCHEDULE 13D Bitauto Holdings Limited (Name of Issuer) Ordinary Shares, par value $0.00004 per share (Title of Class of Securities) 091727925 (CUSIP Number) Tencent Holdings Limited 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong Telephone: +852 3148 5100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 17, 2016 (Date of]

BITA [BITAUTO] SC 13D/A: SUBSCRIPTION AGREEMENT dated as of June 6, 2016

[SUBSCRIPTION AGREEMENT dated as of June 6, 2016 among BITAUTO HOLDINGS LIMITED JD.COM GLOBAL INVESTMENT LIMITED MORESPARK LIMITED and BAIDU HOLDINGS LIMITED TABLE OF CONTENTS ARTICLE I DEFINITION AND INTERPRETATION 1 Section 1.1 Definition, Interpretation and Rules of Construction 1 ARTICLE II PURCHASE AND SALE; CLOSING 5 Section 2.1 Issuance, Sale and Purchase of the Subscription Shares 5 Section 2.2] [AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT dated as of June 17, 2016 among BITAUTO HOLDINGS LIMITED JD.COM GLOBAL INVESTMENT LIMITED DONGTING LAKE INVESTMENT LIMITED MORESPARK LIMITED and BAIDU HOLDINGS LIMITED TABLE OF CONTENTS ARTICLE 1 DEFINITIONS . Section 1.01 Definitions 1 . Section 1.02 Other Definitional and Interpretative Provisions 4 ARTICLE 2 CORPORATE GOVERNANCE . Section 2.01 Board Representation 4] [CUSIP No. 091727925]

BITA [BITAUTO] SC 13D: (Original Filing)

[CUSIP No. 091727107 JOINT FILING AGREEMENT Agreement 1. Each person executing this Agreement is responsible for the timely filing of such Schedule 13D and any subsequent amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but no person executing this Agreement is responsible for the completeness or accuracy of the information concerning any] [CITIC CAPITAL MB INVESTMENT LIMITED 2 SEE CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( (A) ¨ (B) ¨ 3 SEC USE ONLY 4 SEE SOURCE OF FUNDS ( AF 5 ¨ 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON]

BITA [BITAUTO] SC 13D: CUSIP No. 091727107 JOINT FILING AGREEMENT Agreement 1.

[CUSIP No. 091727107 JOINT FILING AGREEMENT Agreement 1. Each person executing this Agreement is responsible for the timely filing of such Schedule 13D and any subsequent amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but no person executing this Agreement is responsible for the completeness or accuracy of the information concerning any] [CITIC CAPITAL MB INVESTMENT LIMITED 2 SEE CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( (A) ¨ (B) ¨ 3 SEC USE ONLY 4 SEE SOURCE OF FUNDS ( AF 5 ¨ 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON]

BITA [BITAUTO] 6-K: (Original Filing)

[Bitauto Announces US$300 Million Strategic Investments from Tencent, Baidu, JD.com and PAG Tencent, Baidu, and JD.com each to purchase US$50 million newly issued Bitauto shares; Bitauto to issue up to US$150 million convertible bonds to PAG Tencent, Baidu and JD.com each agree to purchase 2,471,577 newly issued ordinary shares of Bitauto at US$20.23 per share, corresponding to US$20.23 per American] [Bitauto Holdings Limited By : Name : Bin Li Title : Chairman of the Board of Directors and Chief Executive Officer 2 3 6-K 1 d375223d6k.htm FORM 6-K]

Skip to toolbar