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ATA Creativity Global — Major Shareholding Notification 2013
Jan 22, 2013
34641_mrq_2013-01-22_87b33104-4855-4f58-8c81-ffeb4d1089c8.zip
Major Shareholding Notification
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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. 3)*
*ATA Inc.*
(Name of Issuer)
*Common Shares**
*American Depositary Shares*
(Title of Class of Securities)
*00211V106***
(CUSIP Number)
*December 31, 2012*
(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 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).
SEQ.=1,FOLIO='',FILE='C:\JMS\105953\13-3030-2\task5747807\3030-2-ba.htm',USER='105953',CD='Jan 17 13:01 2013'
CUSIP No. 00211V106 SCHEDULE 13G Page 2 of 10 Pages
| 1 | NAMES OF REPORTING PERSONS Walter Lin Wang | |
|---|---|---|
| 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 | |
| Peoples Republic of China | ||
| 5 | SOLE VOTING POWER | |
| NUMBER OF | 0 | |
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 2,676,176 common shares 1 | |
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 0 | |
| WITH | 8 | SHARED DISPOSITIVE POWER |
| 2,676,176 common shares 1 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,676,176 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) | |
| 5.8% 2 | ||
| 12 | TYPE OF REPORTING PERSON | |
| IN |
1 Includes (i) 200,000 common shares held by Walter Lin Wang and (ii) 2,436,936 common shares and 19,620 American Depositary Shares (representing 39,240 common shares) held by Wealth Treasure Management Limited, a British Virgin Islands company wholly owned by Infinity Wealth Holdings Limited and ultimately wholly owned by HSBC International Trustee Limited as trustee of Walter Wang Family Trust, an irrevocable trust constituted under the laws of the Cayman Islands with Walter Lin Wang as the settlor and one of the beneficiaries. Walter Lin Wang is the sole director of Wealth Treasure Management Limited.
2 Based on 45,901,740 outstanding common shares as of December 31, 2012.
SEQ.=1,FOLIO='2',FILE='C:\JMS\105953\13-3030-2\task5747807\3030-2-ba.htm',USER='105953',CD='Jan 17 13:01 2013'
CUSIP No. 00211V106 SCHEDULE 13G Page 3 of 10 Pages
| 1 | NAMES OF REPORTING PERSONS Wealth Treasure Management Limited | |
|---|---|---|
| 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 | 0 | |
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 2,476,176 common shares 3 | |
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 0 | |
| WITH | 8 | SHARED DISPOSITIVE POWER |
| 2,476,176 common shares 3 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,476,176 common shares 3 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | |
| o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 5.4% 4 | ||
| 12 | TYPE OF REPORTING PERSON | |
| CO |
3 Includes 2,436,936 common shares and 19,620 American Depositary Shares (representing 39,240 common shares) held by Wealth Treasure Management Limited, a British Virgin Islands company wholly owned by Infinity Wealth Holdings Limited and ultimately wholly owned by HSBC International Trustee Limited as trustee of Walter Wang Family Trust, an irrevocable trust constituted under the laws of the Cayman Islands with Walter Lin Wang as the settlor and one of the beneficiaries. Walter Lin Wang is the sole director of Wealth Treasure Management Limited.
4 Based on 45,901,740 outstanding common shares as of December 31, 2012.
SEQ.=1,FOLIO='3',FILE='C:\JMS\105953\13-3030-2\task5747807\3030-2-ba.htm',USER='105953',CD='Jan 17 13:01 2013'
CUSIP No. 00211V106 SCHEDULE 13G Page 4 of 10 Pages
| 1 | NAMES OF REPORTING PERSONS Infinity Wealth Holdings Limited | |
|---|---|---|
| 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 | 0 | |
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 2,476,176 common shares 5 | |
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 0 | |
| WITH | 8 | SHARED DISPOSITIVE POWER |
| 2,476,176 common shares 5 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,476,176 common shares 5 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | |
| o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 5.4% 6 | ||
| 12 | TYPE OF REPORTING PERSON | |
| CO |
5 Includes 2,436,936 common shares and 19,620 American Depositary Shares (representing 39,240 common shares) held by Wealth Treasure Management Limited, a British Virgin Islands company wholly owned by Infinity Wealth Holdings Limited and ultimately wholly owned by HSBC International Trustee Limited as trustee of Walter Wang Family Trust, an irrevocable trust constituted under the laws of the Cayman Islands with Walter Lin Wang as the settlor and one of the beneficiaries. Walter Lin Wang is the sole director of Wealth Treasure Management Limited.
6 Based on 45,901,740 outstanding common shares as of December 31, 2012.
SEQ.=1,FOLIO='4',FILE='C:\JMS\105953\13-3030-2\task5747807\3030-2-ba.htm',USER='105953',CD='Jan 17 13:01 2013'
CUSIP No. 00211V106 SCHEDULE 13G Page 5 of 10 Pages
| 1 | NAMES OF REPORTING PERSONS Walter Wang Family Trust | |
|---|---|---|
| 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 | |
| Cayman Islands | ||
| 5 | SOLE VOTING POWER | |
| NUMBER OF | 0 | |
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 2,476,176 common shares 7 | |
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 0 | |
| WITH | 8 | SHARED DISPOSITIVE POWER |
| 2,476,176 common shares 7 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,476,176 common shares 7 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | |
| o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 5.4% 8 | ||
| 12 | TYPE OF REPORTING PERSON | |
| OO |
7 Includes 2,436,936 common shares and 19,620 American Depositary Shares (representing 39,240 common shares) held by Wealth Treasure Management Limited, a British Virgin Islands company wholly owned by Infinity Wealth Holdings Limited and ultimately wholly owned by HSBC International Trustee Limited as trustee of Walter Wang Family Trust, an irrevocable trust constituted under the laws of the Cayman Islands with Walter Lin Wang as the settlor and one of the beneficiaries. Walter Lin Wang is the sole director of Wealth Treasure Management Limited.
8 Based on 45,901,740 outstanding common shares as of December 31, 2012.
SEQ.=1,FOLIO='5',FILE='C:\JMS\105953\13-3030-2\task5747807\3030-2-ba.htm',USER='105953',CD='Jan 17 13:01 2013'
CUSIP No. 00211V106 SCHEDULE 13G Page 6 of 10 Pages
*Item 1(a)* Name of Issuer :
ATA Inc. (Issuer)
*Item 1(b)* Address of Issuers Principal Executive Offices :
8 th Floor, Tower E, 6 Gongyuan West St.
Jian Guo Men Nei
Beijing 100005, China
*Item 2(a)* Name of Person Filing :
Walter Lin Wang
Wealth Treasure Management Limited
Infinity Wealth Holdings Limited
Walter Wang Family Trust
*Item 2(b)* Address of Principal Business Office or, If None, Residence
Walter Lin Wang
8 th Floor, Tower E, 6 Gongyuan West St.
Jian Guo Men Nei
Beijing 100005, China
Wealth Treasure Management Limited
Portcullis TrustNet Chambers, P.O. Box 3444
Road Town, Tortola
British Virgin Islands
Infinity Wealth Holdings Limited
21 Collyer Quay #19-01,
HSBC Building,
Singapore 049320
Walter Wang Family Trust
21 Collyer Quay #19-01,
HSBC Building,
Singapore 049320
*Item 2(c)* Citizenship
Walter Lin Wang Peoples Republic of China
Wealth Treasure Management Limited British Virgin Islands
Infinity Wealth Holdings Limited British Virgin Islands
Walter Wang 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
SEQ.=1,FOLIO='6',FILE='C:\JMS\105953\13-3030-2\task5747807\3030-2-bc.htm',USER='105953',CD='Jan 17 13:02 2013'
CUSIP No. 00211V106 SCHEDULE 13G Page 7 of 10 Pages
*Item 2(e)* CUSIP Number :
00211V106
*Item 3.* Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):
Not applicable.
*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 Walter Wang Family Trust, HSBC International Trustee Limited has indirect voting and dispositive power with respect to the shares held by Wealth Treasure Management Limited. HSBC International Trustee Limited reports its beneficial ownership with respect to the 2,476,176 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.
SEQ.=1,FOLIO='7',FILE='C:\JMS\105953\13-3030-2\task5747807\3030-2-bc.htm',USER='105953',CD='Jan 17 13:02 2013'
*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: January 22, 2013
| Walter Lin Wang | |
|---|---|
| /s/ Walter Lin Wang | |
| Wealth Treasure Management Limited | |
| By: | /s/ Walter Lin Wang |
| Name: | Walter Lin Wang |
| Title: | Sole director of Wealth Treasure Management Limited |
| Infinity Wealth Holdings Limited | |
| By: | /s/ Annette Siu & Sharnika Wijetunge |
| Name: | Annette Siu & Sharnika Wijetunge |
| Title: | Authorised Signatories of Infinity Wealth Holdings Limited |
| Walter Wang Family Trust | |
| By: | /s/ Annette Siu & Sharnika Wijetunge |
| Name: | Annette Siu & Sharnika Wijetunge |
| Title: | Authorised Signatories of |
| HSBC International Trustee Limited, as trustee |
SEQ.=1,FOLIO='',FILE='C:\JMS\c901333\13-3030-2\task5752272\3030-2-jc.htm',USER='c901333',CD='Jan 21 08:10 2013'
*LIST OF EXHIBITS*
| Exhibit No. | 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) |
SEQ.=1,FOLIO='',FILE='C:\JMS\105953\13-3030-2\task5747807\3030-2-je.htm',USER='105953',CD='Jan 17 13:03 2013'