SCHEDULE: ATA Creativity Global Insider Lock-Up & Ownership Update

ATA Creativity Global's CEO and related entities have entered a lock-up agreement following a registered direct offering, maintaining significant beneficial ownership.

Summary

• Xiaofeng Ma, Chairman and CEO of ATA Creativity Global, along with affiliated entities Able Knight Development Limited, Precious Time Holdings Limited, Ma Family Trust, and Joingear Limited, filed an Amendment No. 9 to their Schedule 13D.
• The filing updates beneficial ownership information following a registered direct offering by the Issuer.
• On November 17, 2025, ATA Creativity Global entered into a subscription agreement for a registered direct offering of 11,067,547 ADSs at a price of $0.8 per ADS (equivalent to $0.4 per Common Share).
• In connection with the offering, Xiaofeng Ma, Able Knight Development Limited, and Joingear Limited entered into a lock-up agreement with the Issuer.
• The lock-up agreement restricts these parties from transferring any Common Shares, ADSs, or other securities of the Issuer they beneficially own or acquire, from the closing date of the offering until April 30, 2026.
• As of November 17, 2025, based on 63,544,922 outstanding Common Shares, Xiaofeng Ma beneficially owns an aggregate of 25,160,508 Common Shares, representing 39.6% of the class.
• This aggregate includes 1,734,446 Common Shares held directly by Xiaofeng Ma, 4,998,988 Common Shares held by Able Knight Development Limited, and 18,427,074 Common Shares held by Joingear Limited.
• Able Knight Development Limited, Precious Time Holdings Limited, and Ma Family Trust each beneficially own 4,998,988 Common Shares, representing 7.9% of the class.
• Joingear Limited beneficially owns 18,427,074 Common Shares, representing 29.0% of the class.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While the direct offering introduces dilution, the significant insider ownership and the commitment demonstrated by the lock-up agreement provide a degree of stability and confidence from management.

Positives

• The lock-up agreement demonstrates a commitment from key insiders (CEO and related entities) to the company's long-term prospects by restricting their ability to sell shares until April 30, 2026.
• The significant beneficial ownership maintained by Xiaofeng Ma and his affiliated entities (39.6%) indicates strong alignment of interests with the company's performance.

Negatives

• The registered direct offering of 11,067,547 ADSs at $0.8 per ADS ($0.4 per Common Share) could result in dilution for existing shareholders, depending on the market price at the time of the offering.

Future Outlook

The lock-up agreement indicates that key insiders will be restricted from selling their shares until April 30, 2026, suggesting a period of stability in insider holdings. The recent registered direct offering has increased the number of outstanding shares, which will be reflected in future market capitalization and per-share metrics.

Management Comments

• Xiaofeng Ma is the chairman of the board and chief executive officer of the Issuer.
• Xiaofeng Ma is the sole director of Able Knight Development Limited and Joingear Limited and the settlor of Ma Family Trust.

Industry Context

This filing is primarily an ownership disclosure and does not provide specific industry context. However, capital raises through registered direct offerings are common for companies seeking to raise funds efficiently, and lock-up agreements are standard practice to signal insider confidence post-offering.

Corporate Governance

Related Party Transactions

• The beneficial ownership structure involves Xiaofeng Ma, his wholly-owned company Joingear Limited, and a family trust (Ma Family Trust) for which Xiaofeng Ma is the settlor and his family members are beneficiaries, which wholly owns Precious Time Holdings Limited, which in turn wholly owns Able Knight Development Limited. These entities are considered related parties in their collective beneficial ownership of the Issuer's shares.

Stakeholder Impact

• Shareholders: Experience dilution from the registered direct offering but benefit from the stability provided by the insider lock-up agreement.
• Management (Xiaofeng Ma): Has restricted liquidity for a defined period due to the lock-up agreement, reinforcing commitment to the company.

Next Steps

• The lock-up period for Xiaofeng Ma, Able Knight Development Limited, and Joingear Limited will continue until April 30, 2026, restricting their ability to transfer shares.

Key Dates

Keywords

ATA Creativity Global, Schedule 13D, Beneficial Ownership, Lock-Up Agreement, Registered Direct Offering, Common Shares, ADSs, Xiaofeng Ma, Insider Ownership, Equity Interest