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, 2010

(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)
ý		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		Page		2		of		5

¹ Includes 8,935,584 common shares and 2,726,978 American Depositary Shares (representing 5,453,956 common shares) beneficially owned by the Reporting Person solely in its capacity as trustee of various trusts.

² Based on 44,441,762 outstanding common shares as of December 31, 2010.

CUSIP No.     00211V106	SCHEDULE 13G			Page 3 of 5 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:
		HSBC International Trustee Limited

Item 2(b)		Address of Principal Business Office or, If None, Residence; Citizenship
		HSBC International Trustee Limited 21 Collyer Quay #09-01, HSBC Building, Singapore 049320

Item 2(c)		Citizenship
		HSBC International Trustee Limited — British Virgin 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 4 of 5 Pages

Item 4.

Ownership

(a)

Amount Beneficially Owned:

Shared

Sole power

power to

Sole power to

Shared power

Amount

to vote or

vote or to

dispose or to

to dispose or to

beneficially

Percent

direct

direct

direct the

direct the

Reporting Person

owned:

of class:

the vote:

the vote:

disposition of:

disposition of:

HSBC International Trustee Limited

14,389,540 common shares (including 8,935,584 common shares and 2,726,978 American Depositary Shares representing 5,453,956 common shares)

32.4

%

14,389,540 common shares (including 8,935,584 common shares and 2,726,978 American Depositary Shares representing 5,453,956 common shares)

0

14,389,540 common shares (including 8,935,584 common shares and 2,726,978 American Depositary Shares representing 5,453,956 common shares)

0

		The percentages of ownership set forth above are based on 44,441,762 common shares outstanding as of December 31, 2010.
		All common shares and American Depositary Shares reported herein by HSBC International Trustee Limited are owned by it solely in its capacity as trustee of various trusts, which in the aggregate own a total of 14,389,540 common shares of the Issuer. Accordingly, HSBC International Trustee Limited may be deemed to beneficially own such common shares of the Issuer that are beneficially owned by the trusts for which HSBC International Trustee Limited acts as the trustee. However, each of the trusts and the companies directly or indirectly wholly owned by such trusts, including the respective record shareholders of the shares of the Issuer beneficially owned by HSBC International Trustee Limited, disclaim any beneficial ownership of common shares of the Issuer beneficially owned by other trusts and the companies directly or indirectly wholly owned by such trusts.

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.

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

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 10, 2011