UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)

ATA Inc.

(Name of Issuer)

Common Shares*
American Depositary Shares

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

     Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o      Rule 13d-1(b)
o      Rule 13d-1(c)
þ      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.

     *    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 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).

 

 

CUSIP No.		00211V106	SCHEDULE 13G	Page		2		of		10 Pages

² Based on 44,784,766 outstanding common shares as of December 31, 2009.

CUSIP No.		00211V106	SCHEDULE 13G	Page		3		of		10 Pages

⁴ Based on 44,784,766 outstanding common shares as of December 31, 2009.

CUSIP No.		00211V106	SCHEDULE 13G	Page		4		of		10 Pages

⁶ Based on 44,784,766 outstanding common shares as of December 31, 2009.

CUSIP No.		00211V106	SCHEDULE 13G	Page		5		of		10 Pages

⁸ Based on 44,784,766 outstanding common shares as of December 31, 2009.

CUSIP No.		00211V106	SCHEDULE 13G	Page		6		of		10 Pages

Item 1(a) Name of Issuer:

ATA Inc. (“Issuer”)

Item 1(b) Address of Issuer’s Principal Executive Offices:

8^th 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
8^th 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

CUSIP No.		00211V106	SCHEDULE 13G	Page		7		of		10 Pages

Item 2(e) CUSIP Number:

00211V106

Item 3. Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):

Not applicable.

Item 4. Ownership

(a) Amount Beneficially Owned:

Shared

Sole power to

Sole power

power to

dispose or to

Shared power

Amount

to vote or

vote or to

direct the

to dispose or to

beneficially

Percent

direct

direct

disposition

direct the

Reporting Person

owned:

of class:

the vote:

the vote:

of:

disposition of:

Walter Lin Wang

2,923,576 common shares (including 2,886,936 common shares and 18,320 American Depositary Shares representing 36,640 common shares)

6.5

%

0

2,923,576 common shares (including 2,886,936 common shares and 18,320 American Depositary Shares representing 36,640 common shares)

0

2,923,576 common shares (including 2,886,936 common shares and 18,320 American Depositary Shares representing 36,640 common shares)

Wealth Treasure Management Limited

2,923,576 common shares (including 2,886,936 common shares and 18,320 American Depositary Shares representing 36,640 common shares)

6.5

%

0

2,923,576 common shares (including 2,886,936 common shares and 18,320 American Depositary Shares representing 36,640 common shares)

0

2,923,576 common shares (including 2,886,936 common shares and 18,320 American Depositary Shares representing 36,640 common shares)

Infinity Wealth Holdings Limited

2,923,576 common shares (including 2,886,936 common shares and 18,320 American Depositary Shares representing 36,640 common shares)

6.5

%

0

2,923,576 common shares (including 2,886,936 common shares and 18,320 American Depositary Shares representing 36,640 common shares)

0

2,923,576 common shares (including 2,886,936 common shares and 18,320 American Depositary Shares representing 36,640 common shares)

Walter Wang Family Trust

2,923,576 common shares (including 2,886,936 common shares and 18,320 American Depositary Shares representing 36,640 common shares)

6.5

%

0

2,923,576 common shares (including 2,886,936 common shares and 18,320 American Depositary Shares representing 36,640 common shares)

0

2,923,576 common shares (including 2,886,936 common shares and 18,320 American Depositary Shares representing 36,640 common shares)

The percentages of ownership set forth above are based on 44,784,766 common shares outstanding as of December 31, 2009.

Wealth Treasure Management Limited is the record holder of the 2,923,576 common shares (including 2,886,936 common shares and 18,320 American Depositary Shares representing 36,640 common shares). Walter Lin Wang is the sole director of Wealth Treasure Management Limited. Wealth Treasure Management Limited is wholly owned by Infinity Wealth Holdings Limited, which is wholly owned by Walter Wang Family Trust, an irrevocable trust constituted under the laws of the Cayman Islands. HSBC International Trustee Limited is trustee of Walter Wang Family Trust. Walter Lin Wang is the settlor and one of the beneficiaries of Walter Wang Family Trust. As trustee of Walter Wang Family Trust, HSBC

CUSIP No.		00211V106	SCHEDULE 13G	Page		8		of		10 Pages

International Trustee Limited has indirect voting and dispositive power with respect to the shares. HSBC International Trustee Limited reports its beneficial ownership with respect to the 2,930,576 common 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

     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 12, 2010

		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:		Annette Siu Sharnika Wijetunge
		Name:		Annette Siu & Sharnika Wijetunge
		Title:		Authorised Signatories of Infinity Wealth Holdings Limited
		Walter Wang Family Trust
		By:		Annette Siu Sharnika Wijetunge
		Name:		Annette Siu & Sharnika Wijetunge
		Title:		Authorised Signatories of
				HSBC International Trustee Limited, as trustee

LIST OF EXHIBITS

Exhibit No.		Description
A		Joint Filing Agreement (incorporated by reference to Exhibit A of the initial Schedule 13G filed with the Securities and Exchange Commission on Febrary 17, 2009)