[Table of Contents None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 45,905,582 common shares. o Yes x No o Yes x No x Yes o No x Yes o No Large accelerated filer o Accelerated filer o Non-accelerated] [Framework Agreement on Restructuring Agreement This Framework Agreement on Restructuring (this “ (1) ATA Testing Authority (Holdings) Limited ATA Holdings Registered address: (2) ATA Online (Beijing) Education Technology Limited ATA Online Registered address: (3) Former ATA Online Shareholders: Xiaofeng Ma Address: Personal identity certificate #: 110102631021233 Haichang Xiong Address: No. 1, South Lianhua Road, Yuhu District, Yingtan City, Jiangxi Province] [List of Subsidiaries Wholly Owned Subsidiaries: · · · · · · · EX-8.1 3 a15-6377_1ex8d1.htm EX-8.1] [Certification by the Chief Executive Officer I, Kevin Xiaofeng Ma, certify that: 1. I have reviewed this annual report on Form 20-F of ATA Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [Certification by the Chief Financial Officer I, Benson Tsang, certify that: 1. I have reviewed this annual report on Form 20-F of ATA Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Section 906 of the Sarbanes-Oxley Act of 2002 Kevin Xiaofeng Ma Chief Executive Officer EX-13.1 6 a15-6377_1ex13d1.htm EX-13.1] [Section 906 of the Sarbanes-Oxley Act of 2002 Benson Tsang Chief Financial Officer EX-13.2 7 a15-6377_1ex13d2.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm The Board of Directors ATA Inc. We consent to the incorporation by reference in the registration statement (No. 333-197225) on Form S-8 of ATA Inc. of our reports dated June 24, 2015, with respect to the consolidated balance sheets of ATA Inc. as of March 31, 2015 and 2014, and the related consolidated] [JINCHENG TONGDA & NEAL 10th Floor, China World Tower, No.1 JianguoMenwai Avenue, Beijing 100004, China Tel : (86-10) 5706-8585 Fax : (86-10) 6518-5057, 8515-0267 June 24, 2015 ATA Inc. 1/F East Gate, Building No. 2 No. 39 Dong San Huan Zhong Road, Chao Yang District, Beijing 100022, China Ladies and Gentlemen: We hereby consent to the use of our name]