SC 13G/A 1 h03993sc13gza.htm SC 13G/A SC 13G/A
Table of Contents

 
 
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, 2009
 
(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)
þ 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).
 
 

 

TABLE OF CONTENTS

Item 1(a) Name of Issuer
Item 1(b) Address of Issuer’s Principal Executive Offices
Item 2(a) Name of Person Filing
Item 2(b) Address of Principal Business Office or, If None, Residence; Citizenship
Item 2(c) Citizenship
Item 2(d) Title of Class of Securities
Item 2(e) CUSIP Number
Item 3. Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c)
Item 4. Ownership
Item 5. Ownership of Five Percent or Less of a Class
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Item 7. Identification and Classification of Subsidiary Which Acquired the Security Being
Item 8. Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
Item 10. Certifications
SIGNATURE

Table of Contents

                     
CUSIP No.
  
00211V106  
 SCHEDULE 13G Page  
2 
   of   
5 Pages 

 

           
1   NAMES OF REPORTING PERSONS

HSBC International Trustee Limited (as trustee for the trusts which ultimately own common shares of the Issuer)
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  British Virgin Islands
       
  5   SOLE VOTING POWER
     
NUMBER OF   14,570,670 common shares 1
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   14,570,670 common shares 1
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  14,570,670 common shares 1
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  32.5%2
     
12   TYPE OF REPORTING PERSON
   
  CO
     
1   Includes 8,935,584 common shares and 2,817,543 American Depositary Shares (representing 5,635,086 common shares) beneficially owned by the Reporting Person solely in its capacity as trustee of various trusts.
 
2   Based on 44,784,766 outstanding common shares as of December 31, 2009.

 

Table of Contents

                     
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.

 

Table of Contents

                     
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
   14,570,670 common shares (including 8,935,584 common shares and 2,817,543 American Depositary Shares representing 5,635,086 common shares)     32.5 %   14,570,670 common shares (including 8,935,584 common shares and 2,817,543 American Depositary Shares representing 5,635,086 common shares)     0     14,570,670 common shares (including 8,935,584 common shares and 2,817,543 American Depositary Shares representing 5,635,086 common shares)     0  
The percentages of ownership set forth above are based on 44,784,766 common shares outstanding as of December 31, 2009.
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 14,570,670 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.

 

Table of Contents

                     
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 12, 2010
             
    HSBC International Trustee Limited    
 
            
 
  By:   /s/ Annette Siu & Sharnika Wijetunge    
 
  Name:  
Annette Siu & Sharnika Wijetunge 		   
 
  Title:   Authorised Signatories of    
 
      HSBC International Trustee Limited