[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 (212) 894-8940 (Name, Address and Telephone Number, Including] [July 5, 2013 ATA Inc. DIRECT LINE: (852) 2842 9531 8th Floor E-MAIL: anna.chong@conyersdill.com East Building, OUR REF: AC/al/3476416 6 Jian Guo Men Nei Gong Yuan Xi Jie, YOUR REF: Beijing China 100005 Dear Sirs ATA Inc. (the “Company”) For the purposes of giving this opinion, we have examined and relied upon copies of the following documents: (i) the Registration] [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 5, 2013 EX-23.1 3 a13-16207_1ex23d1.htm EX-23.1]