SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on January 21, 2014
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
ATA Inc.
(Name of Issuer)
Common Shares*
American Depositary Shares
(Title of Class of Securities)
00211V106**
(CUSIP Number)
December 31, 2013
(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) |
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 |
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1 |
Names of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
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(b) |
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person (See Instructions) | |||||
1 Includes (i) 200,000 common shares held by Kevin Xiaofeng Ma and (ii) 4,998,988 common shares held by Able Knight Development Limited, a British Virgin Islands company wholly owned by Precious Time Holdings Limited and ultimately wholly owned by HSBC International Trustee Limited as trustee of Ma Family Trust, an irrevocable trust constituted under the laws of the Cayman Islands with Kevin Xiaofeng Ma as the settlor and certain family members of Kevin Xiaofeng Ma as the beneficiaries. Kevin Xiaofeng Ma is the sole director of Able Knight Development Limited. |
2 Based on 46,091,518 outstanding common shares as of December 31, 2013. |
CUSIP No. |
00211V106 |
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1 |
Names of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person (See Instructions) | |||||
3 Includes 4,998,988 common shares held by Able Knight Development Limited, a British Virgin Islands company wholly owned by Precious Time Holdings Limited and ultimately wholly owned by HSBC International Trustee Limited as trustee of Ma Family Trust, an irrevocable trust constituted under the laws of the Cayman Islands with Kevin Xiaofeng Ma as the settlor and certain family members of Kevin Xiaofeng Ma as the beneficiaries. Kevin Xiaofeng Ma is the sole director of Able Knight Development Limited. |
4 Based on 46,091,518 outstanding common shares as of December 31, 2013. |
CUSIP No. |
00211V106 |
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1 |
Names of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person (See Instructions) | |||||
5 Includes 4,998,988 common shares held by Able Knight Development Limited, a British Virgin Islands company wholly owned by Precious Time Holdings Limited and ultimately wholly owned by HSBC International Trustee Limited as trustee of Ma Family Trust, an irrevocable trust constituted under the laws of the Cayman Islands with Kevin Xiaofeng Ma as the settlor and certain family members of Kevin Xiaofeng Ma as the beneficiaries. Kevin Xiaofeng Ma is the sole director of Able Knight Development Limited. |
6 Based on 46,091,518 outstanding common shares as of December 31, 2013. |
CUSIP No. |
00211V106 |
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1 |
Names of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person (See Instructions) | |||||
7 Includes 4,998,988 common shares held by Able Knight Development Limited, a British Virgin Islands company wholly owned by Precious Time Holdings Limited and ultimately wholly owned by HSBC International Trustee Limited as trustee of Ma Family Trust, an irrevocable trust constituted under the laws of the Cayman Islands with Kevin Xiaofeng Ma as the settlor and certain family members of Kevin Xiaofeng Ma as the beneficiaries. Kevin Xiaofeng Ma is the sole director of Able Knight Development Limited. |
8 Based on 46,091,518 outstanding common shares as of December 31, 2013. |
CUSIP No. |
00211V106 |
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Item 1(a) |
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Name of Issuer: |
Item 1(b) |
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Address of Issuers Principal Executive Offices: |
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Item 2(a) |
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Name of Person Filing:
Able Knight Development Limited
Precious Time Holdings Limited
Ma Family Trust |
Item 2(b) |
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Address of Principal Business Office or, if none, Residence Kevin Xiaofeng Ma 8th Floor, Tower E, 6 Gongyuan West St. Jian Guo Men Nei Beijing 100005, China
Able Knight Development Limited Portcullis TrustNet Chambers, P.O. Box 3444 Road Town, Tortola British Virgin Islands
Precious Time Holdings Limited 21 Collyer Quay #19-01, HSBC Building, Singapore 049320
Ma Family Trust 21 Collyer Quay #19-01, HSBC Building, Singapore 049320 |
Item 2(c) |
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Citizenship
Kevin Xiaofeng Ma Peoples Republic of China
Able Knight Development Limited British Virgin Islands
Precious Time Holdings Limited British Virgin Islands
Ma Family Trust Cayman Islands |
Item 2(d) |
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Title of Class of Securities: Common shares, par value US$0.01
American Depository Shares, each representing two common shares |
Item 2(e) |
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CUSIP Number: 00211V106 |
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Item 3. |
Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): | |
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Not applicable. |
CUSIP No. |
00211V106 |
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Item 4. |
Ownership | |
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(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 Ma Family Trust, HSBC International Trustee Limited has indirect voting and dispositive power with respect to the shares held by Able Knight Development Limited. HSBC International Trustee Limited reports its beneficial ownership with respect to the 4,998,988 common shares on its own individual Schedule 13G. |
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Item 5. |
Ownership of Five Percent or Less of a Class | |
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Not applicable. | |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person | |
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Not applicable. | |
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Item 7. |
Identification and Classification of Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | |
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Not applicable. | |
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Item 8. |
Identification and Classification of Members of the Group | |
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Not applicable. | |
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Item 9. |
Notice of Dissolution of Group | |
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Not applicable. | |
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Item 10. |
Certifications | |
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Not applicable. |
CUSIP No. |
00211V106 |
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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.
Dated: January 21, 2014
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Kevin Xiaofeng Ma | |
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/s/ Kevin Xiaofeng Ma | |
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Able Knight Development Limited | |
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By: |
/s/ Kevin Xiaofeng Ma |
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Name: |
Kevin Xiaofeng Ma |
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Title: |
Sole director of Able Knight Development Limited |
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Precious Time Holdings Limited | |
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By: |
/s/ Annette Sui & Sharnika Wijetunge |
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Name: |
Annette Sui & Sharnika Wijetunge |
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Title: |
Authorised Signatories of Precious Time Holdings Limited |
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Ma Family Trust | |
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By: |
/s/ Annette Sui & Sharnika Wijetunge |
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Name: |
Annette Sui & Sharnika Wijetunge |
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Title: |
Authorised Signatories of HSBC International Trustee Limited, as trustee |