UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Bitauto Holdings Limited
(Name
of Issuer)
Ordinary Shares, Par Value US$0.00004 Per
Share1
(Title of Class of Securities)
091727 1072
(CUSIP Number)
November 16, 2012
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X]
Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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.
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 ("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).
_______________________________
1 Not for
trading, but only in connection with the registration of American Depositary
Shares each representing one (1) ordinary share.
2 This CUSIP
number applies to the Issuer’s American Depositary Shares.
| 1. | NAMES OF REPORTING PERSONS | ||
| Bertelsmann SE & Co. KGaA1 | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
| (see instructions) | |||
| (a) [ ] (b) [ ] | |||
| 3. | SEC USE ONLY | ||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Federal Republic of Germany | |||
| 5. | SOLE VOTING POWER | ||
| 0 | |||
| NUMBER OF | |||
| SHARES | 6. | SHARED VOTING POWER | |
| BENEFICIALLY | |||
| OWNED BY | 2,484,345 ordinary shares | ||
| EACH | |||
| REPORTING | 7. | SOLE DISPOSITIVE POWER | |
| PERSON WITH | |||
| 0 | |||
| 8. | SHARED DISPOSITIVE POWER | ||
| 2,484,345 ordinary shares | |||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 2,484,345 ordinary shares | |||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||
| (see instructions) | |||
| [ ] | |||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 5.97%2 | |||
| 12. | TYPE OF REPORTING PERSON (see instructions) | ||
| CO | |||
_______________________________
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| 1. | NAMES OF REPORTING PERSONS | ||
| Bertelsmann Asia Investments AG | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
| (see instructions) | |||
| (a) [ ] (b) [ ] | |||
| 3. | SEC USE ONLY | ||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Switzerland | |||
| 5. | SOLE VOTING POWER | ||
| 0 | |||
| NUMBER OF | |||
| SHARES | 6. | SHARED VOTING POWER | |
| BENEFICIALLY | |||
| OWNED BY | 2,484,345 ordinary shares | ||
| EACH | |||
| REPORTING | 7. | SOLE DISPOSITIVE POWER | |
| PERSON WITH | |||
| 0 | |||
| 8. | SHARED DISPOSITIVE POWER | ||
| 2,484,345 ordinary shares | |||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 2,484,345 ordinary shares | |||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||
| (see instructions) | |||
| [ ] | |||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 5.97%1 | |||
| 12. | TYPE OF REPORTING PERSON (see instructions) | ||
| CO | |||
_______________________________
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This Amendment No. 1 amends and restates in its entirety the Schedule 13G previously filed by Bertelsmann Asia Investments AG and Bertelsmann AG (together with all prior and current amendments thereto, this “Schedule 13G”)
Item 1.
| (a) |
Name of Issuer | |
|
Bitauto Holdings Limited | ||
| (b) |
Address of Issuer’s Principal Executive Offices | |
|
New Century Hotel Office Tower, 6/F |
Item 2.
| (a) |
Name of Person Filing | |
|
Bertelsmann SE & Co. KGaA | ||
| (b) |
Address of the Principal Office or, if none, residence | |
|
The address of the principal business and principal
office of Bertelsmann SE & Co. KGaA is: | ||
|
The address of the principal business and principal
office of Bertelsmann Asia Investments AG is: | ||
| (c) |
Citizenship | |
|
The citizenship of Bertelsmann SE & Co. KGaA is the Federal Republic of Germany. The citizenship of Bertelsmann Asia Investments AG is Switzerland. | ||
| (d) |
Title of Class of Securities | |
|
This statement relates to the Issuer’s ordinary shares. | ||
| (e) |
CUSIP Number |
_______________________________
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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) | [ ] |
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) | [ ] |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | [ ] |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | [ ] |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | [ ] |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | [ ] |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | [ ] |
A non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J). | |
| (k) | [ ] |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
If this statement is filed pursuant to Rule 13d-1(c), check this box. ;
Item 4. Ownership:
Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.
| (a) |
Amount beneficially owned: 1 | |
| Bertelsmann SE & Co. KGaA: 2,484,345 | ||
| Bertelsmann Asia Investments AG: 2,484,345 | ||
| (b) |
Percent of class:2 | |
| Bertelsmann SE & Co. KGaA: 5.97% | ||
|
Bertelsmann Asia Investments AG: 5.97% |
_______________________________
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| (c) | Number of shares as to which such person has: |
| (iii) Sole power to | (iv) Shared power | |||||||||||
| (i) Sole power to | (ii) Shared power | dispose or to | to dispose or to | |||||||||
| vote or to direct | to vote or to | direct the | direct the | |||||||||
|
|
the vote | direct the vote: | disposition of | disposition of | ||||||||
|
Bertelsmann SE & Co. KGaA |
0 | 2,484,345 | 0 | 2,484,345 | ||||||||
|
Bertelsmann Asia Investments AG |
0 | 2,484,345 | 0 | 2,484,345 |
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Bertelsmann SE & Co. KGaA (formerly known as Bertelsmann AG) is the indirect beneficial owner of 2,484,345 ordinary shares of the Issuer which are held directly by its wholly-owned subsidiary Bertelsmann Asia Investments AG. Bertelsmann SE & Co. KGaA is a privately held Kommanditgesellschaft auf Aktien (KGaA; partnership limited by shares). Bertelsmann Asia Investments AG is an investment fund used to finance Bertelsmann SE & Co. KGaA’s strategic investments. 80.9 percent of the capital shares in Bertelsmann SE & Co. KGaA are held indirectly by foundations (Bertelsmann Stiftung, Reinhard Mohn Stiftung and BVG-Stiftung) and 19.1 percent are held directly by the Mohn family. All voting rights at the General Meeting of Bertelsmann SE & Co. KGaA and Bertelsmann Management SE (general partner) are controlled by Bertelsmann Verwaltungsgesellschaft (BVG). The business address for Bertelsmann Asia Investments AG is Dammstrasse 19, 6300 Zug, Switzerland.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:
Not applicable
Item 8. Identification and Classification of Members of the Group:
Not applicable
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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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.
| BERTELSMANN SE & CO. KGAA | |
| February 1, 2013 | |
| (Date) | |
| /s/Martin Dannhoff /s/Michael Kronenberg | |
| (Signature) | |
| Martin Dannhoff, Michael Kronenberg, Senior Vice Presidents | |
| (Name/Title) | |
| BERTELSMANN ASIA INVESTMENTS AG | |
| February 1, 2013 | |
| (Date) | |
| /s/Erich Kalt /s/ Rose Marie Mülli | |
| (Signature) | |
| Erich Kalt, Rose Marie Mülli, Authorized Signatories | |
| (Name/Title) |
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The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).
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Joint Filing Agreement
The undersigned hereby agree to the joint filing with each other of a Schedule 13G, and all amendments thereto, with respect to each holding as to which such a report must be made, and that each such Schedule and all amendments thereto are made on behalf of each of them.
| IN WITNESS WHEREOF, the undersigned hereby execute this agreement this 1st day of February, 2013. | |||
| BERTELSMANN SE & CO. KGAA | |||
| By: | /s/Martin Dannhoff /s/Michael Kronenberg | ||
| Names: | Martin Dannhoff | ||
| Michael Kronenberg | |||
| Title: | Senior Vice Presidents | ||
| BERTELSMANN ASIA INVESTMENTS AG | |||
| By: | /s/Erich Kalt /s/ Rose Marie Mülli | ||
| Names: | Erich Kalt | ||
| Rose Marie Mülli, | |||
| Title: | Authorized Signatories | ||
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