Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No.

00211V106

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)

x

3

SEC Use Only

4

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
9,843,988 common shares1

6

Shared Voting Power
0

7

Sole Dispositive Power
9,843,988 common shares1

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,843,988 common shares1

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)
21.5%2

12

Type of Reporting Person (See Instructions)
CO

1 Includes 4,998,988 common shares and 2,422,500 American Depositary Shares (representing 4,845,000 common shares) beneficially owned by the Reporting Person solely in its capacity as trustee of various trusts.

2 Based on 45,842,724 outstanding common shares as of June 20, 2016 as reported in the issuers annual report on Form 20-F dated June 24, 2016.

CUSIP No.

00211V106

SCHEDULE 13G

Item 1(a)

Name of Issuer:
ATA Inc. (Issuer)

Item 1(b)

Address of Issuers 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:
HSBC International Trustee Limited

Item 2(b)

Address of Principal Business Office or, if none, Residence; Citizenship
HSBC International Trustee Limited

21 Collyer Quay #19-01,

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.

CUSIP No.

00211V106

SCHEDULE 13G

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. 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 9,843,988 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.

CUSIP No. 

00211V106

SCHEDULE 13G

Dated: February 8, 2017

HSBC International Trustee Limited

By:

/s/Jamie Yu & Agatha Chee

Name:

Jamie Yu & Agatha Chee

Title:

Authorized Signatories
HSBC International Trustee Limited