[] [Amendment Agreement to Loan Contract Lender: ATA Testing Authority (Holdings) Limited Borrower: Xiaofeng Ma WHEREAS: 2. Upon consent of the Lender, the Borrower intends to increase the registered capital of ATA Online (Beijing) Education Technology Limited; NOW THEREFORE, the parties enter into this Amendment Agreement. 1. The Lender shall extend a loan of RMB8.1 million to the Borrower for its] [Amendment Agreement to Loan Contract Lender: ATA Testing Authority (Holdings) Limited Borrower: Lin Wang WHEREAS: 2. Upon consent of the Lender, the Borrower intends to increase the registered capital of ATA Online (Beijing) Education Technology Limited; NOW THEREFORE, the parties enter into this Amendment Agreement. 1. The Lender shall extend a loan of RMB900,000 to the Borrower for its full] [Extended Control Agreement Party A: Xiaofeng Ma Party B: Lin Wang Party C: ATA Online (Beijing) Education Technology Limited Party D: ATA Learning (Beijing) Inc. Party E: ATA Testing Authority (Holdings) Limited WHEREAS: 1. On October 27, 2006, ATA Online (Beijing) Education Technology Limited and ATA Learning (Beijing) Inc. entered into the Technical Support Service Agreement and the Strategic Consulting] [Purchase Order for #6 Gong Yuan Block E Seller (Developer): Beijing Lvduyuan Property Development Company Limited Purchaser (Company): ATA Testing Authority (Beijing) Limited th Purchased Property: 8 Unit Price: RMB24,000 / Sqm Payment Method: Transfer of accounts. Seller’s account information: (1) Payment Method Deposit: RMB200,000 shall be paid upon execution of this Purchase Order. Remaining consideration shall be paid in] [Purchase Order for #6 Gong Yuan Block E Seller (Developer): Beijing Lvduyuan Property Development Company Limited Purchaser (Company): ATA Testing Authority (Beijing) Limited th Purchased Property: 16 Unit Price: RMB24,500 / Sqm Payment Method: Transfer of accounts. Seller’s account information: (1) Payment Method Deposit: RMB200,000 shall be paid upon execution of this Purchase Order. Remaining consideration shall be paid in] [LIST OF SUBSIDIARIES Wholly Owned Subsidiaries: – ATA Testing Authority (Holdings) Limited, incorporated in the British Virgin Islands – JDX Holdings Limited, incorporated in the British Virgin Islands – ATA Testing Authority (Beijing) Limited, incorporated in the People’s Republic of China – ATA Learning (Beijing) Inc., incorporated in the People’s Republic of China – Beijing Jindixin Software Technology Limited, incorporated] [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, Carl Yeung, 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] [Kevin Xiaofeng Ma Exh. 13.1-1] [Carl Yeung Chief Financial Officer Exh. 13.2-1] [Consent of Independent Registered Public Accounting Firm The Board of Directors We consent to the incorporation by reference in the registration statement (No. 333-150287) on Form S-8 of ATA Inc. of our reports dated September 14, 2009, with respect to the consolidated balance sheets of ATA Inc. as of March 31, 2008 and 2009, and the related consolidated statements of] [JONES LANG LASALLE SALLMANNS LIMITED September 14, 2009 th ATA Inc. Ladies and Gentlemen: Your sincerely, EX-23.2 13 h03645exv23w2.htm EX-23.2 CONSENT OF JONES LANG LASALLE SALLMANNS LIMITED.] [JINCHENG TONGDA & NEAL th September 14, 2009 Ladies and Gentlemen: We hereby consent to the use of our name under “Key Information — Risk Factors” and “Information on the Company — Business Overview — Regulation” in the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2009. Yours sincerely, Partner Jincheng Tongda & Neal EX-23.3]