UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
| ATA Inc. |
(Name of Issuer)
| Common Shares* American Depositary Shares |
(Title of Class of Securities)
| 00211V106** |
(CUSIP Number)
| December 31, 2011 |
(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)
¨ Rule 13d-1(c)
x 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 the disclosures provided in a prior cover page.
| * | Not for trading, but only in connection with the registration of American Depositary Shares each representing 2 common shares. |
| ** | This CUSIP number applies to the American Depositary Shares. |
The information required in 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).
| CUSIP No. 00211V106 | SCHEDULE 13G | Page 2 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Walter Lin Wang | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,126,176 common shares1 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,126,176 common shares1 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,126,176 common shares1 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%2 | |||||
| 12 |
TYPE OF REPORTING PERSON
IN | |||||
| 1 | Includes (i) 200,000 common shares held by Walter Lin Wang and (ii) 2,886,936 common shares and 19,620 American Depositary Shares (representing 39,240 common shares) held by Wealth Treasure Management Limited, a British Virgin Islands company wholly owned by Infinity Wealth Holdings Limited and ultimately wholly owned by HSBC International Trustee Limited as trustee of Walter Wang Family Trust, an irrevocable trust constituted under the laws of the Cayman Islands with Walter Lin Wang as the settlor and one of the beneficiaries. Walter Lin Wang is the sole director of Wealth Treasure Management Limited. |
| 2 | Based on 45,662,376 outstanding common shares as of December 31, 2011. |
| CUSIP No. 00211V106 | SCHEDULE 13G | Page 3 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Wealth Treasure Management Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
2,926,176 common shares3 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,926,176 common shares3 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,926,176 common shares3 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%4 | |||||
| 12 |
TYPE OF REPORTING PERSON
CO | |||||
| 3 | Includes 2,886,936 common shares and 19,620 American Depositary Shares (representing 39,240 common shares) held by Wealth Treasure Management Limited, a British Virgin Islands company wholly owned by Infinity Wealth Holdings Limited and ultimately wholly owned by HSBC International Trustee Limited as trustee of Walter Wang Family Trust, an irrevocable trust constituted under the laws of the Cayman Islands with Walter Lin Wang as the settlor and one of the beneficiaries. Walter Lin Wang is the sole director of Wealth Treasure Management Limited. |
| 4 | Based on 45,662,376 outstanding common shares as of December 31, 2011. |
| CUSIP No. 00211V106 | SCHEDULE 13G | Page 4 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Infinity Wealth Holdings Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
2,926,176 common shares5 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,926,176 common shares5 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,926,176 common shares5 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%6 | |||||
| 12 |
TYPE OF REPORTING PERSON
CO | |||||
| 5 | Includes 2,886,936 common shares and 19,620 American Depositary Shares (representing 39,240 common shares) held by Wealth Treasure Management Limited, a British Virgin Islands company wholly owned by Infinity Wealth Holdings Limited and ultimately wholly owned by HSBC International Trustee Limited as trustee of Walter Wang Family Trust, an irrevocable trust constituted under the laws of the Cayman Islands with Walter Lin Wang as the settlor and one of the beneficiaries. Walter Lin Wang is the sole director of Wealth Treasure Management Limited. |
| 6 | Based on 45,662,376 outstanding common shares as of December 31, 2011. |
| CUSIP No. 00211V106 | SCHEDULE 13G | Page 5 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Walter Wang Family Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 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
0 | ||||
| 6 | SHARED VOTING POWER
2,926,176 common shares7 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,926,176 common shares7 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,926,176 common shares7 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%8 | |||||
| 12 |
TYPE OF REPORTING PERSON
OO | |||||
| 7 | Includes 2,886,936 common shares and 19,620 American Depositary Shares (representing 39,240 common shares) held by Wealth Treasure Management Limited, a British Virgin Islands company wholly owned by Infinity Wealth Holdings Limited and ultimately wholly owned by HSBC International Trustee Limited as trustee of Walter Wang Family Trust, an irrevocable trust constituted under the laws of the Cayman Islands with Walter Lin Wang as the settlor and one of the beneficiaries. Walter Lin Wang is the sole director of Wealth Treasure Management Limited. |
| 8 | Based on 45,662,376 outstanding common shares as of December 31, 2011. |
| CUSIP No. 00211V106 | SCHEDULE 13G | Page 6 of 9 Pages |
| Item 1 | (a) |
Name of Issuer: | ||||||||||
| ATA Inc. (“Issuer”) | ||||||||||||
| Item 1 | (b) |
Address of Issuer’s Principal Executive Offices: | ||||||||||
| 8th Floor, Tower E, 6 Gongyuan West St. Jian Guo Men Nei Beijing 100005, China |
||||||||||||
| Item 2 | (a) |
Name of Person Filing: | ||||||||||
| Walter Lin Wang | ||||||||||||
| Wealth Treasure Management Limited | ||||||||||||
| Infinity Wealth Holdings Limited | ||||||||||||
| Walter Wang Family Trust | ||||||||||||
| Item 2 | (b) |
Address of Principal Business Office or, If None, Residence | ||||||||||
| Walter Lin Wang 8th Floor, Tower E, 6 Gongyuan West St. Jian Guo Men Nei Beijing 100005, China |
||||||||||||
| Wealth Treasure Management Limited Portcullis TrustNet Chambers, P.O. Box 3444 Road Town, Tortola British Virgin Islands |
||||||||||||
| Infinity Wealth Holdings Limited 21 Collyer Quay #09-01, HSBC Building, Singapore 049320 |
||||||||||||
| Walter Wang Family Trust 21 Collyer Quay #09-01, HSBC Building, Singapore 049320 |
||||||||||||
| Item 2 | (c) |
Citizenship | ||||||||||
| Walter Lin Wang — People’s Republic of China | ||||||||||||
| Wealth Treasure Management Limited — British Virgin Islands | ||||||||||||
| Infinity Wealth Holdings Limited — British Virgin Islands | ||||||||||||
| Walter Wang Family Trust — Cayman Islands | ||||||||||||
| Item 2 | (d) |
Title of Class of Securities: | ||||||||||
| Common shares, par value US$0.01 | ||||||||||||
| American Depository Shares, each representing two common shares | ||||||||||||
| Item 2 | (e) |
CUSIP Number: | ||||||||||
| 00211V106 | ||||||||||||
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): | |||||||||||
| Not applicable. | ||||||||||||
| CUSIP No. 00211V106 | SCHEDULE 13G | Page 7 of 9 Pages |
| Item 4. | Ownership | |||||||||
| (a) | Amount Beneficially Owned: | |||||||||
| The information for each reporting person contained in Items 5-11 of the cover pages to this schedule is incorporated herein by reference. As trustee of Walter Wang Family Trust, HSBC International Trustee Limited has indirect voting and dispositive power with respect to the shares held by Wealth Treasure Management Limited. HSBC International Trustee Limited reports its beneficial ownership with respect to the 2,926,176 shares on its own individual Schedule 13G. | ||||||||||
| 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 | |||||||||
| Not applicable. | ||||||||||
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control 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. | Certifications | |||||||||
| Not applicable. | ||||||||||
| SIGNATURE | Page 8 of 9 Pages |
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.
Dated: February 10, 2012
| Walter Lin Wang | ||
| /s/ Walter Lin Wang | ||
| Wealth Treasure Management Limited | ||
| By: | /s/ Walter Lin Wang | |
| Name: |
Walter Lin Wang | |
| Title: |
Sole director of Wealth Treasure Management Limited | |
| Infinity Wealth Holdings Limited | ||
| By: | /s/ Annette Siu & Sharnika Wijetunge | |
| Name: |
Annette Siu & Sharnika Wijetunge | |
| Title: |
Authorised Signatories of Infinity Wealth Holdings Limited | |
| Walter Wang Family Trust | ||
| By: | /s/ Annette Siu & Sharnika Wijetunge | |
| Name: |
Annette Siu & Sharnika Wijetunge | |
| Title: |
Authorised Signatories of HSBC International Trustee Limited, as trustee | |
| LIST OF EXHIBITS | Page 9 of 9 Pages |
| Exhibit |
Description | |
| A | Joint Filing Agreement (incorporated by reference to Exhibit A of the initial Schedule 13G filed with the Securities and Exchange Commission on February 17, 2009) | |