UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

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)

Jun Zhang

2203, 22nd Floor, Building No. 15, Jianwai Soho,

No. 39 Dong San Huan Zhong Road, Chaoyang District

Beijing 100022, China

Telephone: +86-010-56157558

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

August 6, 2019

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

This Schedule 13D is being filed by the undersigned with respect to common share, par value $0.01 per share (“Common Share”), of ATA Inc., a Cayman Islands exempted company limited by shares (the “Issuer”). The Issuer’s principal executive office is located at 1^st Floor East Gate, Building No. 2, Jianwai Soho, 39 Dong San Huan Zhong Road, Chaoyang District, Beijing 100022, China.

(a), (b) and (c): 

This Schedule 13D is being filed pursuant to a Joint Filing Agreement (a copy of which is attached as Exhibit 1 hereto and is incorporated by reference herein) by:

The principal business of ArtsCL is to serve as a holding company for the securities of the Issuer and previously, ACG International Group Limited (“ACGIGL”). Jun Zhang is the sole director and the majority shareholder of ArtsCL. Jun Zhang is a business person and serve as president and director of the Issuer.

The principal place of business of each Reporting Person is 2203, 22nd Floor, Building No. 15, Jianwai Soho, No. 39 Dong San Huan Zhong Road, Chaoyang District, Beijing 100022, China. This is also the address of the principal office of ArtsCL.

(d) and (e):

During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) ArtsCL is a British Virgin Islands company. Jun Zhang is a citizen of the People’s Republic of China.

On August 6, 2019 (the “Closing Date”), the Issuer acquired 100% of the equity interests in ACGIGL pursuant to an equity transfer agreement by and among the Issuer, ArtsCL, ACGIGL, Beijing Huanqiuyimeng Education Consultation Corp (“ACG”), Jun Zhang, and Rui Deng, dated June 28, 2019 (the “Equity Transfer Agreement”). Pursuant to the Equity Transfer Agreement, the Issuer issued 9,360,000 shares of Common Share (the “Consideration Shares”), representing 16.5% of the Issuer’s shares, to ArtsCL, the sole shareholder of ACGIGL. ACGIGL is the holder of 69.04% of the equity interest in ACG, a leading provider of educational services for students in China interested in applying for overseas art study.

The information set forth in Item 3 is incorporated by reference herein.

In connection with the consummation of the Equity Transfer Agreement, Jun Zhang became the Issuer’s President and a member of the Board of Directors. The Reporting Persons have no plans or proposals to acquire any additional shares of the securities of the Issuer. Other than as stated herein and in Item 3, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to the Issuer and reserve the right to develop such plans or proposals.

(a)  As of the date of this filing, the Reporting Persons’ beneficial ownership of the Common Share is as follows:

Percentages are based upon 56,626,346 shares of the Issuer’s Common Share outstanding as of August 11, 2019.

(b) Number of shares of Common Share beneficially owned as to which the Reporting Persons have:

     (i) shared power to vote or direct the vote:

     (ii) shared power to dispose or direct the disposition:

(c) Other than as discussed in Item 3, neither of the Reporting Persons have engaged in any transactions in the Issuer’s Common Share in the last 60 days.

(d) and (e): Not applicable.

The description of the Equity Transfer Agreement set forth in Item 3 is incorporated by reference herein.

Pursuant to two consent letters executed by ArtsCL, Jun Zhang and Rui Deng on August 6, 2019 (the “Consent Letters”), the Consideration Shares issued to ArtsCL are restricted shares and may not be sold without prior written approval of the Board of Directors of the Issuer. Such transfer restriction will lapse with respect to 2,808,000 of the Consideration Shares on the first anniversary of the Closing Date, with respect to 2,808,000 of the Consideration Shares on the second anniversary of the Closing Date, and with respect to the remaining 3,744,000 of the Consideration Shares on the third anniversary of the Closing Date. Additionally, pursuant to the Consent Letters, Jun Zhang and Rui Deng will be employed by the Issuer for three years from the Closing Date and are subject to non-compete provisions for three years after the termination of their employment with the Issuer. ArtsCL will be jointly and severally liable for any breaches of the terms of the Consent Letters by Jun Zhang and Rui Deng. If Jun Zhang violates the terms of his required employment or the non-compete provisions, ArtsCL may be required to return 75% of the of the Consideration Shares not yet sold to ATAI, and pay an amount equal to 75% of the amount of Consideration Shares sold, calculated using the price of the Issuer’s Common Share on the Closing Date. If Rui Deng violates the terms of her required employment or non-compete provisions, ArtsCL may be required to return 25% of the Issuer’s shares of Common Share received under the Equity Transfer Agreement and not yet sold to ATAI, and pay an amount equal to 25% of the amount of Consideration Shares sold, calculated using the price of the Issuer’s Common Share on the Closing Date.

SIGNATURES

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.

Date: August 15, 2019