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 February 10, 2012
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)
| 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 persons 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 | Page 2 of 9 |
| 1 |
NAMES OF REPORTING PERSONS
Kevin Xiaofeng Ma |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
|
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China |
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|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 |
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| 6 | SHARED VOTING POWER
6,144,988 common shares1 |
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| 7 | SOLE DISPOSITIVE POWER
0 |
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| 8 | SHARED DISPOSITIVE POWER
6,144,988 common shares1 |
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|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,144,988 common shares1 |
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| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.5%2 |
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| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
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| 1 | Includes (i) 200,000 common shares held by Kevin Xiaofeng Ma and (ii) 5,898,648 common shares and 23,170 American Depositary Shares (representing 46,340 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 45,662,376 outstanding common shares as of December 31, 2011. |
| CUSIP No. 00211V106 | Page 3 of 9 |
| 1 |
NAMES OF REPORTING PERSONS
Able Knight Development Limited |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
|
|||||
| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
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|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 |
||||
| 6 | SHARED VOTING POWER
5,944,988 common shares3 |
|||||
| 7 | SOLE DISPOSITIVE POWER
0 |
|||||
| 8 | SHARED DISPOSITIVE POWER
5,944,988 common shares3 |
|||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,944,988 common shares3 |
|||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
|||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%4 |
|||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
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| 3 | Includes 5,898,648 common shares and 23,170 American Depositary Shares (representing 46,340 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 45,662,376 outstanding common shares as of December 31, 2011. |
| CUSIP No. 00211V106 | Page 4 of 9 |
| 1 |
NAMES OF REPORTING PERSONS
Precious Time Holdings Limited |
|||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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
5,944,988 common shares5 |
|||||
| 7 | SOLE DISPOSITIVE POWER
0 |
|||||
| 8 | SHARED DISPOSITIVE POWER
5,944,988 common shares5 |
|||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,944,988 common shares5 |
|||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
|||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%6 |
|||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
|||||
| 5 | Includes 5,898,648 common shares and 23,170 American Depositary Shares (representing 46,340 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 45,662,376 outstanding common shares as of December 31, 2011. |
| CUSIP No. 00211V106 | Page 5 of 9 |
| 1 |
NAMES OF REPORTING PERSONS
Ma Family Trust |
|||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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
5,944,988 common shares7 |
|||||
| 7 | SOLE DISPOSITIVE POWER
0 |
|||||
| 8 | SHARED DISPOSITIVE POWER
5,944,988 common shares7 |
|||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,944,988 common shares7 |
|||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
|||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%8 |
|||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|||||
| 7 | Includes 5,898,648 common shares and 23,170 American Depositary Shares (representing 46,340 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 45,662,376 outstanding common shares as of December 31, 2011. |
| CUSIP No. 00211V106 | Page 6 of 9 |
| Item 1 | (a) |
Name of Issuer: | ||||||||||
| ATA Inc. (Issuer) | ||||||||||||
| Item 1 | (b) |
Address of Issuers Principal Executive Offices: | ||||||||||
| 8th Floor, Tower E, 6 Gongyuan West St. Jian Guo Men Nei Beijing 100005, China |
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| Item 2 | (a) |
Name of Person Filing: | ||||||||||
| Kevin Xiaofeng Ma | ||||||||||||
| Able Knight Development Limited | ||||||||||||
| Precious Time Holdings Limited | ||||||||||||
| Ma Family Trust | ||||||||||||
| Item 2 | (b) |
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 |
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| Able Knight Development Limited Portcullis TrustNet Chambers, P.O. Box 3444 Road Town, Tortola British Virgin Islands |
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| Precious Time Holdings Limited 21 Collyer Quay #09-01, HSBC Building, Singapore 049320 |
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| Ma Family Trust 21 Collyer Quay #09-01, HSBC Building, Singapore 049320 |
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| Item 2 | (c) |
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) |
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 | Page 7 of 9 |
| 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 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 5,944,988 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. | ||||||||||
| CUSIP No. 00211V106 | Page 8 of 9 |
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
| Kevin Xiaofeng Ma | ||
| /s/ Kevin Xiaofeng Ma |
||
| Able Knight Development Limited | ||
| By: | /s/ Kevin Xiaofeng Ma |
|
| Name: | Kevin Xiaofeng Ma | |
| Title: | Sole director of Able Knight Development Limited | |
| Precious Time Holdings Limited | ||
| By: | /s/ Annette Sui & Sharnika Wijetunge |
|
| Name: | Annette Sui & Sharnika Wijetunge | |
| Title: | Authorised Signatories of Precious Time Holdings Limited | |
| Ma Family Trust | ||
| By: | /s/ Annette Sui & Sharnika Wijetunge |
|
| Name: | Annette Sui & Sharnika Wijetunge | |
| Title: | Authorised Signatories of HSBC International Trustee Limited, as trustee | |
| CUSIP No. 00211V106 | Page 9 of 9 |
LIST OF EXHIBITS
| 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) | |