Skadden, Arps, Slate, Meagher & Flom llp
A Delaware Limited Liability Partnership
世達國際律師事務所
DIRECT DIAL (8610) 6535-5599 DIRECT FAX (917) 777-5498 EMAIL ADDRESS PETER.HUANG@SKADDEN.COM
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TEL: (86-10) 6535-5500 FAX: (86-10) 6535-5577 www.skadden.com
September 8, 2020 | FIRM/AFFILIATE OFFICES ----------- BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON ----------- BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO |
Ms. Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| RE: | Bitauto Holdings Limited |
Schedule 13E-3/A Filed on September 3, 2020
by Bitauto Holdings Limited, et al.
File No. 005-85981
Dear Ms. Chalk:
On behalf of Bitauto Holdings Limited (the “Company”), we set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in a letter dated September 4, 2020 with respect to the Amendment No. 2 to the Schedule 13E-3, File No. 005-85981 (the “Schedule 13E-3/A”) filed on September 3, 2020 by the Company and other filing persons named therein (together with the Company, collectively, the “Filing Persons”). For your convenience, the Staff’s comments are repeated below in bold and italics, followed in each case by the responses of the Company.
Please note that all references to page numbers in the responses below are references to the page numbers in Amendment No. 3 to the Schedule 13E-3 (the “Third Amendment”) or the revised preliminary proxy statement attached as Exhibit (a)-(1) thereto (the “Revised Proxy Statement”), as the case may be, filed concurrently with the submission of this letter. The Third Amendment and the Revised Proxy Statement each incorporates the changes made in response to the Staff’s comments and certain other updated information. In addition, a marked copy of the Third Amendment and the Revised Proxy Statement indicating changes against the Schedule 13E-3/A filed on September 3, 2020 and the revised preliminary proxy statement attached as Exhibit (a)-(1) thereto (the “Preliminary Proxy Statement”), respectively, is being provided separately to the Staff via email. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Third Amendment or the Revised Proxy Statement as applicable. To the extent any response or update relates to information concerning any Filing Persons other than the Company, such response is included in this letter, the Third Amendment and the Revised Proxy Statement based on information provided to us by the responding Filing Persons and their representatives.
Securities and Exchange Commission
September 8, 2020
Page 2
Schedule 13E-3/A filed September 3, 2020
| 1. | Refer to comment 2 in our comment letter dated August 13, 2020 and your response. Please include the information you provided in your response (without the existing qualifier) in your revised disclosure document. |
In response to the Staff’s comment, the Preliminary Proxy Statement has been revised. Please refer to page 44 of the Revised Proxy Statement.
| 2. | Refer to comment 3 in our prior comment letter and your response. Please include the information you provided in your response in the revised disclosure document. |
We respectfully advise the Staff that we had included that information in the second paragraph under the heading “Voting by the Supporting Shareholders and Certain Other Persons at the Extraordinary General Meeting” on page 80 of the Amendment No. 2 to the Schedule 13E-3, filed on September 3, 2020.
In response to the Staff’s comment, further clarifying changes have been made in the Preliminary Proxy Statement. Please refer to page 80 of the Revised Proxy Statement.
* * *
If you have any questions or wish to discuss any aspect of the Third Amendment or the Revised Proxy Statement, please contact me by phone at +86 10 6535 5599 or by e-mail at peter.huang@skadden.com.
| Very truly yours, | ||
| /s/ Peter X. Huang | ||
| Peter X. Huang |
Enclosures
| cc: | Erhai Liu |
Ming Xu
Bitauto Holdings Limited
Leiwen Yao
Yiche Holding Limited
Yiche Mergersub Limited
Ma Huateng
Tencent Holdings Limited
Morespark Limited
Dongting Lake Investment Limited
THL E Limited
Amanda Chau
Hammer Capital Opportunities Fund L.P. (acting through its general partner, Hammer Capital Opportunities General Partner)
Hammer Capital Opportunities General Partner
Ling Kay Rodney Tsang
Nani Wang
JD.com Global Investment Limited
JD.com Investment Limited
Richard Qiangdong Liu
JD.com, Inc.
Bin Li
Proudview Limited
Serene View Investment Limited
Mark F. Bowser
Cox Automotive Global Investments, Inc.
Luis A. Avila
Cox Enterprises, Inc.
Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Frank Sun, Esq.
Benjamin Su, Esq.
Latham & Watkins LLP
Nicholas Norris
Daniel Dusek, Esq.
Xiaoxi Lin, Esq.
Carmen Lau
Kirkland & Ellis
Jie (Jeffrey) Sun, Esq.
Richard V. Smith, Esq.
Orrick, Herrington & Sutcliffe LLP