This Amendment No. 1 (the Amendment) relating to common shares, par value $0.01 per share
(the Common Shares), and American Depositary Shares, each representing two Common Shares (the ADS and, together with the Common Shares, the Shares), issued by ATA Inc. (the Issuer) is filed solely on
behalf of Mr. Cheng Yaw Sun to amend the Schedule 13D filed with the Securities and Exchange Commission (the Commission) on behalf of each of Twittering World Limited, Xing Wei Institute Inc., and Mr. Cheng Yaw Sun
(collectively, the Prior Reporting Persons) on November 22, 2013 (the Schedule 13D). This Amendment amends and supplements the Schedule 13D to disclose that, among others, Mr. Cheng Yaw Sun ceased to be the
beneficial owner of more than five percent of the Common Shares and the Prior Reporting Persons have terminated their joint filing agreement. The information set forth in the Schedule 13D is amended by this Amendment No.1 only as specifically
stated. The filing of this Amendment No. 1 constitutes a final and exit filing for Mr. Cheng Yaw Sun. Mr. Cheng Yaw Sun is no longer responsible for the completeness or accuracy of the information concerning the other Prior Reporting
Persons making the filing of the Schedule 13D.
Identity and Background
The response to Item 2 contained in Mr. Cheng Yaw Suns initial filing on the Schedule 13D is amended and restated in its entirety as
This Amendment is filed solely on behalf of Mr. Cheng Yaw Sun. The Prior Reporting Persons were previously parties to a
joint filing agreement, dated November 22, 2013 (the Joint Filing Agreement), pursuant to which the Prior Reporting Persons agreed to jointly file with the Commission the Schedule 13D and any and all amendments thereto. The Joint
Filing Agreement was terminated by a Termination Agreement, dated February 15, 2019 (the Termination Agreement). The Termination Agreement is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
As a result of the matters described in this Amendment, Mr. Cheng Yaw Sun ceased to be the beneficial owner of more than five percent of
the Common Shares and is no longer required to file statements on Schedule 13D with respect to his beneficial ownership of Common Shares or other securities of the Issuer. The other Prior Reporting Persons will continue filing statements on Schedule
13D with respect to their respective beneficial ownership of securities of the Issuer to the extent required by applicable law.
Mr. Cheng Yaw Suns business address is Room 2206, Building B, 36 North San Huan East Road, Beijing, PRC. Mr. Cheng Yaw
Suns principal occupation is the Chairman of Jiyou Academy Co. Mr. Cheng Yaw Sun is a citizen of the United States.
last five years, Mr. Cheng Yaw Sun has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Mr. Cheng Yaw Sun has not been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he 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.
Purpose of Transaction
The responses to Item 4 contained in Mr. Cheng Yaw Suns initial filing on the Schedule 13D are incorporated herein by this
On September 30, 2014, Mr. Cheng Yaw Sun resigned as the Chief Executive Officer and a director of the Issuer and no
longer had influence over the actions of the Issuer.
On March 22, 2018, Mr. Cheng Yaw Sun transferred 100% of the equity
interests in Twittering World Limited which then held 936,936 Common Shares and 531,532 ADSs representing 1,063,064 Common Shares in aggregate to certain transferees in consideration of US$7 million. After March 22, 2018, Mr. Cheng
Yaw Sun ceased to be a shareholder and director of Twittering World Limited and no longer had voting and dispositive power over the Shares held of record by Twittering World Limited.