[FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATA Inc. Cayman Islands Not Applicable (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1/F East Gate, Building No. 2, Jian Wai Soho, No. 39 Dong San Huan Zhong Road, Chao Yang District, Beijing 100022, China ATA Inc. 2008 Employee Share Incentive Plan (Full Title of] [28 June 2016 Matter No.: 823050 (852) 2842 9549 Angie.Chu@conyersdill.com ATA Inc. 1/F East Gate, Building No. 2, Jian Wai Soho, No. 39 Dong San Huan Zhong Road, Chao Yang District, Beijing 100022 China Dear Sirs ATA Inc. (the “Company”) Commission Registration Statement Common Shares “Plan For the purposes of giving this opinion, we have examined and relied upon copies] [Consent of Independent Registered Public Accounting Firm The Board of Directors ATA Inc.: We consent to the use of our reports dated June 24, 2016, with respect to the consolidated balance sheet of ATA Inc. as of March 31, 2016, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for the year then ended, and] [Consent of Independent Registered Public Accounting Firm The Board of Directors ATA Inc.: We consent to the use of our report dated June 24, 2015, with respect to the consolidated balance sheet of ATA Inc. as of March 31, 2015, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for the years ended March 31,]