ATA Creativity Global — Major Shareholding Notification 2011

Feb 10, 2011

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 2)

ATA Inc.

(Name of Issuer)

Common Shares * American Depositary Shares

(Title of Class of Securities)

00211V106**

(CUSIP Number)

December 31, 2010

(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)
ý	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).

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TABLE OF CONTENTS

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 Reported on by the Parent Holding Company or Control Person
Item 8. Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
Item 10. Certifications
SIGNATURE

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Table of Contents

CUSIP No. 00211V106 Page 2 of 5

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 (SEE INSTRUCTIONS)
	(a) o
	(b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
	5	SOLE VOTING POWER
NUMBER OF		14,389,540 common shares 1
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		14,389,540 common shares 1
WITH:	8	SHARED DISPOSITIVE POWER
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,389,540 common shares 1
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	32.4% 2
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1 Includes 8,935,584 common shares and 2,726,978 American Depositary Shares (representing 5,453,956 common shares) beneficially owned by the Reporting Person solely in its capacity as trustee of various trusts.

2 Based on 44,441,762 outstanding common shares as of December 31, 2010.

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CUSIP No. 00211V106 SCHEDULE 13G Page 3 of 5 Pages

link2 "Item 1(a) Name of Issuer"

Item 1(a)
ATA Inc. (“Issuer”)

link2 "Item 1(b) Address of Issuer’s Principal Executive Offices"

Item 1(b)
8 th Floor, Tower E, 6 Gongyuan West St. Jian Guo Men Nei Beijing 100005, China

link2 "Item 2(a) Name of Person Filing"

Item 2(a)
HSBC International Trustee Limited

link2 "Item 2(b) Address of Principal Business Office or, If None, Residence; Citizenship"

Item 2(b)
HSBC International Trustee Limited 21 Collyer Quay #09-01, HSBC Building, Singapore 049320

link2 "Item 2(c) Citizenship"

Item 2(c)
HSBC International Trustee Limited — British Virgin Islands

link2 "Item 2(d) Title of Class of Securities"

Item 2(d)
Common shares, par value US$0.01
American Depository Shares, each representing two common shares

link2 "Item 2(e) CUSIP Number"

Item 2(e)
00211V106

link2 "Item 3. Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c)"

Item 3.
Not applicable.

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CUSIP No. 00211V106 SCHEDULE 13G Page 4 of 5 Pages

link2 "Item 4. Ownership"

ITEM 4. Ownership

(a) Amount Beneficially Owned :

			Sole power	Shared — 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	14,389,540 common
shares (including
8,935,584 common
shares and
2,726,978 American
Depositary Shares
representing
5,453,956 common
shares)	32.4 %	14,389,540 common
shares (including
8,935,584 common
shares and
2,726,978 American
Depositary Shares
representing
5,453,956 common
shares)	0	14,389,540 common
shares (including
8,935,584 common
shares and
2,726,978 American
Depositary Shares
representing
5,453,956 common
shares)	0

| The percentages of ownership set forth above are based on 44,441,762 common shares
outstanding as of December 31, 2010. |
| --- |
| 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 14,389,540 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. |

link2 "Item 5. Ownership of Five Percent or Less of a Class"

Item 5.
Not applicable.

link2 "Item 6. Ownership of More Than Five Percent on Behalf of Another Person"

Item 6.
Not applicable.

link2 "Item 7. Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person"

Item 7.
Not applicable.

link2 "Item 8. Identification and Classification of Members of the Group"

Item 8.
Not applicable.

link2 "Item 9. Notice of Dissolution of Group"

Item 9.
Not applicable.

link2 "Item 10. Certifications"

Item 10.
Not applicable.

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

link1 "SIGNATURE"

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

HSBC International Trustee Limited
By:	/s/ Agatha Chee Bee Hong & James B.E. Aitken
Name:	Agatha Chee Bee Hong & James B.E. Aitken
Title:	Authorised Signatories of HSBC International Trustee Limited

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