[FORM S-8 REGISTRATION STATEMENT ATA Inc. Cayman Islands Not Applicable (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 8th Floor, Tower E 6 Gongyuan West Street, Jian Guo Men Nei Beijing 100005, China ATA Inc. 2008 Employee Share Incentive Plan (Full Title of the Plan) CT Corporation System 111 Eighth Avenue, 13th Floor New York, New] [July 6, 2012 ATA Inc. 8th Floor East Building, 6 Jian Guo Men Nei Gong Yuan Xi Jie, Beijing China 100005 DIRECT LINE: (852) 2842 9552 Dear Sirs ATA Inc. (the “Company”) 6 For the purposes of giving this opinion, we have examined and relied upon copies of the following documents: (i) the Registration Statement; and (ii) the Plan. We] [Consent of Independent Registered Public Accounting Firm The Board of Directors ATA Inc. : We consent to the use of our reports with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting incorporated by reference herein. Hong Kong, China July 6, 2012 EX-23.1 3 a12-15700_1ex23d1.htm EX-23.1]