BITA Bitauto Holdings Ltd

This Amendment No. 6 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 26, 2012 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed with the SEC on August 31, 2015 (“Amendment No. 1”), Amendment No. 2 filed with the SEC on August 8, 2016 (“Amendment No. 2”), Amendment No. 3 filed with the SEC on January 9, 2017 (“Amendment No. 3”), Amendment No. 4 filed with the SEC on February 8, 2017 (“Amendment No. 4”), and Amendment No. 5 filed with the SEC on November 15, 2019 (“Amendment No. 5” and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, and this Amendment No. 6, the “Schedule 13D”), with respect to the ordinary shares, par value US$0.00004 per share, of Bitauto Holdings Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Issuer”).

Capitalized terms used but not defined in this Amendment No. 6 shall have the same meanings ascribed to them in the Schedule 13D.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof:

Prosper Rich issued a confirmation letter to Proudview, Serene and Bin Li on July 13, 2020, pursuant to which Prosper Rich confirmed that Proudview had paid off the outstanding loans under the Facility Agreement as of July 13, 2020. In connection with Proudview’s repayment of the outstanding loans under the Facility Agreement, on July 13, 2020 (the “Effective Date”), Prosper Rich entered into a Global Deed of Release (the “Global Deed”) with Proudview (the “Borrower”), Bin Li (the “Personal Guarantor”), Serene (together with the Personal Guarantor, the “Guarantors”), and Weihai Qu (together with the Borrower, the Guarantors, the “Obligor”), pursuant to which and subject to the terms thereunder, with effect upon and from the Effective Date:

(i) Prosper Rich discharged and released to Proudview its right, title and interest in and to the 2,500,000 ADSs owned by Proudview under the Pledge Agreement;

(ii) Prosper Rich discharged and released to Proudview its right, title and interest in and to the 4,442,779.5 Ordinary Shares owned by Proudview under the applicable Proudview Equitable Share Mortgage;

(iii) Prosper Rich discharged and released to Serene its right, title and interest in and to the 500,000 Ordinary Shares owned by Serene under the applicable Serene Equitable Share Mortgage;

(iv) Prosper Rich discharged and released to Bin Li its right, title and interest in and to the shares in Serene beneficially owned by Bin Li under the Serene Share Charge;

(v) Prosper Rich discharged and released to Bin Li and Weihai Qu its right, title and interest in and to the shares in Proudview beneficially owned by Bin Li and Weihai Qu under the Proudview Share Charge (together with the Pledge Agreement, the Proudview Equitable Share Mortgage, the Serene Equitable Share Mortgage, the Serene Share Mortgage and the Serene Share Charge, the “Security Agreements”); and

(vi) The Facility Agreement and each Security Agreement are terminated with no further force or effect.

The foregoing description of the Global Deed does not purport to be a complete description of the terms thereof and is qualified in its entirety by reference to the full text of the applicable agreement. A copy of the Global Deed is filed as Exhibit Q and is incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is amended by:

SIGNATURE

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.

Exhibit A

Joint Filing Statement

We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by or on behalf of each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.

Exhibit Q

Confirmation Letter

To:	Proudview Limited, Serene View Investment Limited, and Li Bin

Dated: July 13^th, 2020

Dear Sirs,

1.

We refer to the Facility Agreement made by Proudview Limited (the “Borrower”), Serene View Investment Limited, Li Bin ( , Chinese ID number 110108197406221836) and Prosper Rich Investments Limited (the “Lender”) dated 15 October, 2019 (the “Facility Agreement”).

2.

For the purpose of this letter, the “Security Documents” means (i) a share charge governed by the laws of Hong Kong dated 15 October 2019 between Li Bin and Qu Weihai as chargors and the Lender as chargee; (ii) a share charge governed by the laws of Hong Kong dated 15 October 2019 between Li Bin as chargor and the Lender as chargee; (iii) an equitable share mortgage governed by the laws of the Cayman Islands dated 15 October 2019 between the Borrower as mortgagor and the Lender as mortgagee; (iv) an equitable share mortgage governed by the laws of the Cayman Islands dated 15 October 2019 between Serene View Investment Limited as mortgagor and the Lender as mortgagee; (v) a New York law-governed security agreement dated 15 October 2019 made by and between the Borrower as pledgor and the Lender; and (vi) the undertaking delivered by Li Bin to the Lender on 15 April 2020 and the call option exercise notice delivered by the Lender to Li Bin on 11 May 2020 and 15 May 2020. The Facility Agreement and the Security Documents are referred to as the “Finance Documents”, collectively.

Yours faithfully

/s/ Bin Li
Lin Bin

Exhibit R

Private and Confidential

Dated 13 July, 2020

GLOBAL DEED OF RELEASE

PROSPER RICH INVESTMENTS LIMITED

as Lender

in favour of

PROUDVIEW LIMITED

(as Borrower)

LI BIN

and

SERENE VIEW INVESTMENT LIMITED

(as Guarantors)

QU WEIHAI

Table of Contents

THIS DEED is made on 13 July, 2020 (the “Effective Date”)

By:

(3)

(i) LI BIN (holder of People’s Republic of China Identity Card number 110108197406221836) of No. 901, Door 2, Block 8, No. 166 Xiang Shan Nan Lu, Shijingshan Qu, Beijing, China  , People’s Republic of China (the “Personal Guarantor”); and

(4)

QU WEIHAI , holder of People’s Republic of China Resident Identity Card number 22010219760218331X of No. 1206, 5th Floor, Zhixueyuan, No. 29 Xi’erqi West Road, Haidian Qu, Beijing, China (“Mr. Qu”),

RECITALS

IT IS AGREED as follows:

In this Deed, terms defined and expressions construed or interpreted in the Facility Agreement and/or the relevant Security Document, and used but not redefined herein shall have the meanings set out in the Facility Agreement and/or the relevant Security Document, mutatis mutandis, as if the same were set out in full in this Deed. In addition, unless the context otherwise requires, the following words and expressions shall have the meaning set out opposite them:

“Finance Documents” has meaning given to it in the Facility Agreement, and includes for clarification, each Security Document.

“Released Assets” means all the assets and/or undertakings of the relevant Obligor which are the subject of any Security or right created or expressed to be created in favour of the Existing Lender by or pursuant to the Security Documents.

The provisions of Clause 1.2 (Construction) of the Facility Agreement shall apply to this Deed as though they were set out in full in this Deed, except that references to the “Facility Agreement” are to be construed as references to this Deed.

Subject to any provision in the relevant Security Documents which contemplates that any release, discharge or reassignment shall be in any way conditional or shall be void by reason of any payment being set aside or proving invalid or which would otherwise permit the same to be reinstated howsoever, with effect from the Effective Date, the Existing Lender hereby irrevocably and unconditionally, without recourse or warranty:

Subject to any provision in the Listco Security Agreement (US) which contemplates that any release, discharge or reassignment shall be in any way conditional or shall be void by reason of any payment being set aside or proving invalid or which would otherwise permit the same to be reinstated howsoever, with effect from the Effective Date, the Existing Lender hereby irrevocably and unconditionally, without recourse or warranty:

Subject to any provision in any of the HK Law Security Documents which contemplates that any release, discharge or reassignment shall be in any way conditional or shall be void by reason of any payment being set aside or proving invalid or which would otherwise permit the same to be reinstated howsoever, with effect from the Effective Date, the Existing Lender hereby irrevocably and unconditionally, without recourse or warranty:

Subject to any provision in the relevant Cayman Law Listco Share Charges which contemplates that any release, discharge or reassignment shall be in any way conditional or shall be void by reason of any payment being set aside or proving invalid or which would otherwise permit the same to be reinstated howsoever, with effect from the Effective Date, the Existing Lender hereby irrevocably and unconditionally, without recourse or warranty:

Subject to any provision in the Undertaking which contemplates that any release, discharge or reassignment shall be in any way conditional or shall be void by reason of any payment being set aside or proving invalid or which would otherwise permit the same to be reinstated howsoever, with effect from the Effective Date, the Existing Lender hereby irrevocably and unconditionally, without recourse or warranty:

The parties hereby agree to irrevocably and unconditionally terminate the Facility Agreement and each Security Document, each of which shall be of no further force or effect from the Effective Date.

The Existing Lender shall, at the cost of the Obligors, as soon as practicable but in any event within five (5) Business Days following the Effective Date deliver all documents of title (including all share certificates) and all other documents delivered by the relevant Obligor to the Existing Lender pursuant to the terms of the relevant Security Documents which are now in the possession of the Existing Lender and which relate to the Released Assets upon execution of this Deed.

Documents which are now in the possession of the Existing Lender and which relate to the Released Assets upon execution of this Deed.

If any provision of this Deed is illegal, invalid or unenforceable the other provisions and the remainder of the affected provision shall continue to be valid.

This Deed may not be amended or modified and no provision may be waived except by an instrument in writing signed by the parties to this Deed.

This Deed may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all of which when taken together shall constitute a single document.

This Deed is governed by the laws of Hong Kong, provided that:

Clause 32 (Enforcement) of the Facility Agreement shall apply to this Deed as if set out in full in this Deed and as if references therein to “this Agreement” or any “Finance Document” were references to this Deed.

This Deed shall take effect and be delivered as a deed on the date on which it is stated to be made.

In Witness Whereof this Deed has been executed as a deed by each party and is intended to be made and is hereby delivered on the date stated at the beginning of this Deed.

THE EXISTING LENDER

In Witness Whereof this Deed has been executed as a deed by each party and is intended to be made and is hereby delivered on the date stated at the beginning of this Deed.

In Witness Whereof this Deed has been executed as a deed by each party and is intended to be made and is hereby delivered on the date stated at the beginning of this Deed.

SIGNED, SEALED AND DELIVERED AS A DEED	)
by	)
LI BIN	)
in the presence of	)

In Witness Whereof this Deed has been executed as a deed by each party and is intended to be made and is hereby delivered on the date stated at the beginning of this Deed.

In Witness Whereof this Deed has been executed as a deed by each party and is intended to be made and is hereby delivered on the date stated at the beginning of this Deed.

SIGNED, SEALED AND DELIVERED AS A DEED	)
by	)
QU WEIHAI	)        /s/ Qu Weihai
in the presence of	)