SC 13G: 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 October 13, 2017
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. ________)*
ATA Inc.
(Name of Issuer)
Common Shares, $0.01 par value per share*
American Depositary Shares
(Title of Class of Securities)
00211V106**
(CUSIP Number)
October 12, 2017
(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)
[X] Rule 13d-1(c)
[ ] 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 in connection with the registration of American Depositary Shares, each representing 2 Common Shares.
** CUSIP number of 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 |
| 1. | NAMES OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Alpha Advantage Global Limited (1) | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | |
| (a) [ ] | ||
| (b) [ ] | ||
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| British Virgin Islands |
| 5. | SOLE VOTING POWER | |||
| 4,529,100 common shares (2) | ||||
| NUMBER OF | 6. | SHARED VOTING POWER | ||
| SHARES | ||||
| BENEFICIALLY | 0 | |||
| OWNED BY | 7. | SOLE DISPOSITIVE POWER | ||
| EACH | ||||
| REPORTING | 4,529,100 common shares (2) | |||
| PERSON WITH | 8. | SHARED DISPOSITIVE POWER | ||
| 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 4,529,100 common shares (2) | ||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ] | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 9.4% (3) | ||
| 12. | TYPE OF REPORTING PERSON (see instructions) | |
| CO |
| (1) | Alpha Advantage Global Limited (“Alpha Advantage”) is 100% owned by Zhao Jiangong. | |
| (2) | Alpha Advantage owns 2,264,550 American Depositary Shares (representing 4,529,100 common shares). | |
| (3) | Based on 48,436,886 outstanding common shares as of June 22, 2017, as reported in the issuer’s annual report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2017 |
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| CUSIP No. 00211V106 | Schedule 13G |
| 1. | NAMES OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Zhao Jiangong (1) | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) | |
| (a) [ ] | ||
| (b) [ ] | ||
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Hong Kong China |
| 5. | SOLE VOTING POWER | |||
| 4,529,100 common shares (2) | ||||
| NUMBER OF | 6. | SHARED VOTING POWER | ||
| SHARES | ||||
| BENEFICIALLY | 0 | |||
| OWNED BY | 7. | SOLE DISPOSITIVE POWER | ||
| EACH | ||||
| REPORTING | 4,529,100 common shares (2) | |||
| PERSON WITH | 8. | SHARED DISPOSITIVE POWER | ||
| 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 4,529,100 common shares (2) | ||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ] | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 9.4% (3) | ||
| 12. | TYPE OF REPORTING PERSON (see instructions) | |
| IN |
| (1) | Zhao Jiangong owns 100% of the outstanding securities of Alpha Advantage. | |
| (2) | This amount represents securities owned by Alpha Advantage, which is 100% owned by Zhao Jiangong. Alpha Advantage owns 2,264,550 American Depositary Shares (representing 4,529,100 common shares). | |
| (3) | Based on 48,436,886 outstanding common shares as of June 22, 2017, as reported in the issuer’s annual report on Form 20-F filed with the SEC on June 29, 2017. |
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| CUSIP No. 00211V106 | Schedule 13G |
Item 1.
| (a) | Name of Issuer | |
| ATA, Inc. | ||
| (b) | Address of Issuer’s Principal Executive Offices | |
|
1/F East Gate, Building No. 2, Jian Wai SoHo, No. 39, Dong San Huan Zhong Road, Chao Yang District, Beijing 100022, China |
Item 2.
| (a) | Name of Person Filing | |
| (i) Alpha Advantage Global Limited (“Alpha Advantage”) | ||
| (ii) Zhao Jiangong | ||
| (b) | Address of the Principal Office or, if none, residence |
| (i) |
With respect to Alpha Advantage: Vistra Corporate Services Centre Wickhams Cay II , Road Town Tortola, VG1110, British Virgin Islands |
||
| (ii) |
With respect to Zhao Jiangong: 19/F Chinachem Tower 34-37 Connaught Road Central Hong Kong |
| (c) | Citizenship | |
| (i) With respect to Alpha Advantage: British Virgin Islands | ||
| (ii) With respect to Zhao Jiangong: Hong Kong China | ||
| (d) | Title of Class of Securities | |
| ADR | ||
| (e) | CUSIP Number | |
| 00211V106 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | [ ] | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | [ ] | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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| CUSIP No. 00211V106 | Schedule 13G |
| (e) | [ ] | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | [ ] | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | [ ] | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | [ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | [ ] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | [ ] | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | [ ] | Group, in accordance with §240.13d-1(b)(1)(ii)(K.). |
| If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________ |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 4,529,100 common shares (1) | ||
| (b) | Percent of class: 9.4% (2) | ||
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 4,529,100 common shares (1) | ||
| (ii) | Shared power to vote or to direct the vote: 0 | ||
| (iii) | Sole power to dispose or to direct the disposition of 4,529,100 common shares (1) | ||
| (iv) | Shared power to dispose or to direct the disposition of : 0. |
(1) Represents securities owned by Alpha Advantage, which is 100% owned by Zhao Jiangong. Alpha Advantage owns 2,264,550 American Depositary Shares (representing 4,529,100 common shares).
(2) Based on 48,436,886 outstanding common shares as of June 22, 2017, as reported in the issuer’s annual report on Form 20-F filed with the SEC on June 29, 2017.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
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| CUSIP No. 00211V106 | Schedule 13G |
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
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: October 13, 2017 | ||
| ALPHA ADVANTAGE GLOBAL LIMITED | ||
| By: | /s/ Zhao Jiangong | |
| Name: | Zhao Jiangong | |
| Title: | Authorized Signatory | |
| /s/ Zhao Jiangong | ||
| Zhao Jiangong | ||
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