Sec Form 13G Filing - Pacific Alliance Group Ltd filing for BITAUTO HOLDINGS LTDBITAUTO HOLDINGS LTD - 2019-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No.

091727107

1

Names of Reporting Persons
PAG HOLDINGS LIMITED

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)                                 o

(b)                                 o

3

SEC Use Only

4

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
5,323,192

6

Shared Voting Power
0

7

Sole Dispositive Power
5,323,192

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,323,192

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

11

Percent of Class Represented by Amount in Row (9)
6.8%*

12

Type of Reporting Person (See Instructions)
CO

1

Names of Reporting Persons
PACIFIC ALLIANCE GROUP LIMITED

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)                                 o

(b)                                 o

3

SEC Use Only

4

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:

5

Sole Voting Power
5,323,192

6

Shared Voting Power
0

7

Sole Dispositive Power
5,323,192

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,323,192

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

11

Percent of Class Represented by Amount in Row (9)
6.8%*

12

Type of Reporting Person (See Instructions)
CO

1

Names of Reporting Persons
PACIFIC ALLIANCE INVESTMENT MANAGEMENT LIMITED

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)                                 o

(b)                                 o

3

SEC Use Only

4

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
4,583,861

6

Shared Voting Power
0

7

Sole Dispositive Power
4,583,861

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,583,861

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

11

Percent of Class Represented by Amount in Row (9)
5.9%*

12

Type of Reporting Person (See Instructions)
CO

1

Names of Reporting Persons
PACIFIC ALLIANCE GROUP ASSET MANAGEMENT LIMITED

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)                                 o

(b)                                 o

3

SEC Use Only

4

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
4,583,861

6

Shared Voting Power
0

7

Sole Dispositive Power
4,583,861

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,583,861

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

11

Percent of Class Represented by Amount in Row (9)
5.9%*

12

Type of Reporting Person (See Instructions)
CO

1

Names of Reporting Persons
PACIFIC ALLIANCE ASIA OPPORTUNITY FUND L.P.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)                                 o

(b)                                 o

3

SEC Use Only

4

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
4,583,861

6

Shared Voting Power
0

7

Sole Dispositive Power
4,583,861

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,583,861

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

11

Percent of Class Represented by Amount in Row (9)
5.9%*

12

Type of Reporting Person (See Instructions)
PN

Item 1.

(a)

Name of Issuer:
Bitauto Holdings Limited

(b)

Address of Issuer’s Principal Executive Offices:
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 the entities listed below, all of whom together are referred to herein as the “Reporting Persons”:

(i)                  PAG Holdings Limited (“PAG Holdings”), a Cayman Islands company;

(ii)               Pacific Alliance Group Limited (“PAG Limited”), a Cayman Islands company, beneficially held as to 99.2% by PAG Holdings;

(iii)            Pacific Alliance Investment Management Limited (“Pacific Alliance Investment Management”), a Cayman Islands company, beneficially held as to 90.0% by PAG Limited;

(iv)           Pacific Alliance Group Asset Management Limited (“PAG Asset Management”), a Cayman Islands company, beneficially held as to 100.0% by Pacific Alliance Investment Management; and

(v)              Pacific Alliance Asia Opportunity Fund L.P. (“Pacific Alliance Asia Opportunity”), a Cayman Islands limited partnership, of which PAG Asset Management is the general partner.

(b)

Address of Principal Business Office or, if None, Residence:

(i)                  PAG Holdings

The address of the principal business office of PAG Holdings is located at:

PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands

(ii)               PAG Limited

The address of the principal business office of PAG Limited is located at:

PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands, c/o 15/F., AIA Central, 1 Connaught Road Central, Hong Kong

(iii)            Pacific Alliance Investment Management

The address of the principal business office of Pacific Alliance Investment Management is located at:

PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands

(iv)           PAG Asset Management

The address of the principal business office of PAG Asset Management is located at:

PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands

(v)              Pacific Alliance Asia Opportunity

The address of the principal business office of Pacific Alliance Asia Opportunity is located at:

PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands

(c)

Citizenship:
The citizenship of each of PAG Holdings, PAG Limited, Pacific Alliance Investment Management, PAG Asset Management and Pacific Alliance Asia Opportunity is the Cayman Islands.

(d)

Title and Class of Securities:
Ordinary shares, par value US$0.00004 per share (“Ordinary Shares”)

(e)

CUSIP  No.:
091727107

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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

o

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

(i)

o

A 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)

o

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

(a)

Amount beneficially owned:   

5,323,192

(b)

Percent of class:   

6.8%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:   

5,323,192

(ii)

Shared power to vote or to direct the vote:    

0

(iii)

Sole power to dispose or to direct the disposition of:   

5,323,192

(iv)

Shared power to dispose or to direct the disposition of:   

0

(a)

Amount beneficially owned:   

5,323,192

(b)

Percent of class:   

6.8%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

5,323,192

(ii)

Shared power to vote or to direct the vote:    

0

(iii)

Sole power to dispose or to direct the disposition of:   

5,323,192

(iv)

Shared power to dispose or to direct the disposition of:   

0

(a)

Amount beneficially owned:   

4,583,861

(b)

Percent of class:   

5.9%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:   

4,583,861

(ii)

Shared power to vote or to direct the vote:    

0

(iii)

Sole power to dispose or to direct the disposition of:   

4,583,861

(iv)

Shared power to dispose or to direct the disposition of:   

0

(a)

Amount beneficially owned:   

4,583,861

(b)

Percent of class:   

5.9%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:   

4,583,861

(ii)

Shared power to vote or to direct the vote:    

0

(iii)

Sole power to dispose or to direct the disposition of:   

4,583,861

(iv)

Shared power to dispose or to direct the disposition of:   

0

(a)

Amount beneficially owned:   

4,583,861

(b)

Percent of class:   

5.9%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:   

4,583,861

(ii)

Shared power to vote or to direct the vote:    

0

(iii)

Sole power to dispose or to direct the disposition of:   

4,583,861

(iv)

Shared power to dispose or to direct the disposition of:   

0

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

See Exhibit 99.2 filed together with this Schedule 13G.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

Each of the Reporting Persons hereby make the following certification:

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held 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, other than activities solely in connection with a nomination under § 240.14a-11.

PAG HOLDINGS LIMITED

By:

/s/ Jon Lewis

Name:

Jon Lewis

Title:

Director

PACIFIC ALLIANCE GROUP LIMITED

By:

/s/ Jon Lewis

Name:

Jon Lewis

Title:

Director

PACIFIC ALLIANCE INVESTMENT MANAGEMENT LIMITED

By:

/s/ Jon Lewis

Name:

Jon Lewis

Title:

Director

PACIFIC ALLIANCE GROUP ASSET MANAGEMENT LIMITED

By:

/s/ Jon Lewis

Name:

Jon Lewis

Title:

Director

PACIFIC ALLIANCE ASIA OPPORTUNITY FUND L.P.

By:

/s/ Jon Lewis

Name:

Jon Lewis

Title:

Director of Pacific Alliance Group Asset Management Limited, acting as general partner of Pacific Alliance Asia Opportunity Fund L.P.

Exhibit No.

Description

99.1

Joint Filing Agreement

99.2

Identification of Relevant Subsidiaries