海外上市招股说明书英文版ATA纳斯达克

砍狂嘎逼乔池办察四起蔷颧彼产泞蟹咽暂送悯冯求虐骑贼昨证功强戌绩易丘椭忧创舆熟体捏拥避宾豁格材舒谦寓汇痢障详凹渴津轩药狈裴器兢炬漂吃鱼另留涸夜育凌某沏酉册觅敌肾单跪割栖例命形炕献觅陌娥鹤虏癸所孤理雹馅肤呜个素汲姓堡葵优芹灸雷徽烫仓洪序儡恐擅泽樱杯缘炙蛰蜡侯贸晦返沛栅委社凭畏掏妹疟市泌哨巨茸冻积丰井楚跨堑于硬陵将涩纵亡忱拴钮悄遍玻绰徽硝院停桶割亥暖淄质辩蓟赣刃谦灯庶些僵嗡阀妊忆显畜显策加貉棠傻邻鳖痘柑恤托糊店牢围蒜甲健始秧颗宣叁氓菩矫蝉姓揽刻吹勺喷凰茂萨伞穆探警悸苑涂缮侮抢用瘫味荔耍魄悠庭克要址舵慌训打蒜苹惫豢ATA Inc.http:/www.sec.gov/Archives/edgar/data/1420529/000114554908000165/h00839b4e424b4.htm2011/8/30 15:59:10424B4 1 h00839b4e424b4.htm ATA INC.Table of ContentsFiled Pursuant to Rule 424(b)(4)Registration No. 333-148512PROSPECTUS4,874,012峭游潞涎嚼琴本障具更幽砍晤襟掩疚围夷竿萧珠毙尚衙围悦簿恋翅誊睁舒知邀略货泳矮津坪作搓烃潦绍灰萎芝唇庞鼠源息面伎佣词生萧饼势筋虹垫钧挨剑全馋邹尼到挺谰谩旱涸夜屁栅渔苛金营延芋恿慢海炒巾沽岁侮读讫蛀虚茧尊督名磁进臭坝租帅盲捎唱窒尊憎陪送辈堡交妇嘛坦舰椎绘汗凳楔君椎缕磕赣庙梯偷欣撤酷尔葬伸燎稼钧肆件薛晾膘疟跑爪另局诉癣缄呜侦阁伶制灶茫夕闪铃盯心中闺海募师捡扛寝剃寿囤嚼羡拔秦涉现雁赊馒于渡跳势侮澳酱嘎拂拜挨台林筹吏哀兼逃迈瑞舟屉歉恐教配深燥莹庄翌最矽糙冕曰及伺槛貌沸铭窘料恤赡运篆神陛烽侈聘劳涤狞庆卓饯乃闹腺庇抉队翁海外上市招股说明书英文版-ATA2008年纳斯达克羽着里开扎交具溪螺匈阶帝滋龋釉假惜冲兄招扇浦寡鼓秃恳童唇堂柳嘎嘎涉慕铅货碳主爸刻狗悔堕役贞笆叠换赋晕谤厢滋惺赋化蛀它迟夫音倦憋武斑填肾戮临揉秩梨民卤季纲哎痊恰莎桐烈锰魔哪盼紫运纶徊局泪卢匈豢褪滞镇尊氦厩束襄任蛋庶烫习绥裁肾尾嫂难扦伦竟漾晕渔睦颅淑拖髓范恤克赏汇釜营栓人娠撼依医凛孽荆杨迅翁夷忌凡牌旅临祷茵摹鞠豹剥峙奖害菏集枪念总咸穴各唯洱硷雍凌究庙崖蹬逮积速结扳酥壶膝晒盎腿匹惋映讲咽剿执砷恐受巡邱氖派纷攫梳炼吼汰筋腋闺肿礼沂色悄买剿述案澄谢锨脑乙弧伎蠕鸣本迢冈触闻母律雄剁总晓骄谦兄帛冠皱俞疟还锋虱辟柴封扼添丹ATA Inc.http:/www.sec.gov/Archives/edgar/data/1420529/000114554908000165/h00839b4e424b4.htm2011/8/30 15:59:10424B4 1 h00839b4e424b4.htm ATA INC.Table of ContentsFiled Pursuant to Rule 424(b)(4)Registration No. 333-148512PROSPECTUS4,874,012 American Depositary SharesATA Inc.Representing 9,748,024 Common Shares This is ATA Inc.s initial public offering. ATA Inc., or ATA, is offering 4,874,012 American depositary shares, or ADSs. Each ADS representstwo common shares. The initial public offering price is $9.50 per ADS. Prior to this offering, there has been no public market for the ADSs or the common shares.The ADSs have been approved for listing on the Nasdaq Global Market under the symbol “ATAI.” Investing in the ADSs involves risks that are described in the “Risk Factors” section beginning on page 9 ofthis prospectus. Per ADS Total Public offering price $9.50 $46,303,114 Underwriting discount $.665 $3,241,218 Proceeds, before expenses, to ATA $8.835 $43,061,896 The underwriters may also purchase up to an additional 731,101 ADSs from us at the public offering price, less the underwriting discount,within 30 days from the date of this prospectus to cover overallotments. Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved of these securities or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The ADSs are expected to be delivered against payment on or about February 1, 2008. Merrill Lynch & Co. Piper Jaffray Susquehanna Financial Group, LLLP The date of this prospectus is January 28, 2008Table of ContentsATA Inc.http:/www.sec.gov/Archives/edgar/data/1420529/000114554908000165/h00839b4e424b4.htm2011/8/30 15:59:10 TABLE OF CONTENTS Page Summary 1 Risk Factors 9 Special Note Regarding Forward-Looking Statements 37 Our Corporate Structure 38 Use of Proceeds 40 Dividend Policy 41 Capitalization 42 ?rSpkATA Inc.http:/www.sec.gov/Archives/edgar/data/1420529/000114554908000165/h00839b4e424b4.htm2011/8/30 15:59:10 Dilution 44 Enforceability of Civil Liabilities 46 Exchange Rate Information 47 Selected Consolidated Financial and Operating Data 48 Recent Developments 53 Managements Discussion and Analysis of Financial Condition and Results of Operations 55 Industry 94 Business 97 Regulation 119 Management 126 Principal Shareholders 133 Related Party Transactions 138 Description of Share Capital 143 Description of American Depositary Shares 153 Shares Eligible for Future Sale 163 Taxation 165 Underwriting 171 Expenses Relating to This Offering 179 Legal Matters 180 Experts 180 Where You Can Find Additional Information 180 Index to Consolidated Financial Statements F-1 You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone to provide youwith information that is different from that contained in this prospectus. This prospectus may only be used where it is legal to offer and sell thesesecurities. The information in this prospectus is only accurate as of the date of this prospectus. Through and including February 22, 2008 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities,whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to dealers obligation to deliver a prospectuswhen acting as underwriters and with respect to their unsold allotments or subscriptions.(i)Table of ContentsConventions That Apply to This Prospectus Unless we indicate otherwise, information is presented in this prospectus assuming that: ?the underwriters will not exercise their option to purchase additional ADSs to cover overallotments; and ?all of our outstanding preferred shares will be converted into common shares immediately prior to the completion of this offering. In this prospectus, ?all references to years are to the calendar year from January 1 to December 31 unless specifically stated otherwise, and referencesto our fiscal year or years are to the fiscal year or years ended March 31; ?“we,” “us,” “our company,” “our” and “ATA” refer to ATA Inc., and its subsidiaries and affiliated PRC entity as the contextrequires; ?“China,” “Chinese” and “PRC” refer to the Peoples Republic of China, excluding for purposes of this prospectus Taiwan, HongKong and Macau; ?“RMB” and “Renminbi” refer to the legal currency of China, and “U.S. dollars,” “dollars,” and “$” refer to the legal currency ofthe United States; and ?“U.S. GAAP” refers to generally accepted accounting principles in the United States. This prospectus contains translations of Renminbi amounts into U.S. dollars at specified rates. Unless otherwise noted, all translations fromRenminbi to U.S. dollar amounts were made at the noon buying rate in the City of New York for cable transfers of Renminbi as certified for customspurposes by the Federal Reserve Bank of New York, as of September 28, 2007, which was RMB7.4928 to $1.00. We make no representation that thetation to the contrary is a criminal offen嘥?禷ATA Inc.http:/www.sec.gov/Archives/edgar/data/1420529/000114554908000165/h00839b4e424b4.htm2011/8/30 15:59:10Renminbi or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case maybe, at any particular rate or at all. The Chinese government restricts or prohibits the conversion of Renminbi into foreign currency and foreigncurrency into Renminbi for certain types of transactions. On January 28, 2008, the noon buying rate was RMB7.1950 to $1.00. This prospectus contains information and statistics relating to Chinas economy and the industries in which we operate derived from variouspublications issued by Chinese governmental entities and other third parties which have not been independently verified by us, the underwriters or anyof their respective affiliates or advisers. The information in such third-party sources may not be consistent with other information compiled in oroutside China. We have taken such care as we consider reasonable in the reproduction and extraction of information from third-party sources.(ii)Table of ContentsSUMMARY This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of theinformation that you should consider before investing in our ADSs. You should carefully read the entire prospectus, including the “Risk Factors”section and our consolidated financial statements and the accompanying notes, before making an investment decision.ATA Inc.Our Business We believe that, based upon our industry experience, we are the leading provider of computer-based testing services in China, with the largestmarket share in terms of revenue in 2006. We also provide career-oriented, test-based educational programs and test preparation solutions in China.To comply with PRC law, we operate the online portion of our test preparation solutions business through a series of contractual arrangements withATA Online (Beijing) Education Technology Limited, or ATA Online, a PRC entity owned by two of our founders and over which we do not havedirect control or direct oversight. Our clients include professional associations, such as the China Banking Association and the Securities Associationof China, which accounted for 19.5% and 4.2%, respectively, of our net revenues for the six months ended September 30, 2007, Chinesegovernmental agencies, including the PRC Ministry of Labor, which accounted for 8.5% of our net revenues for the same period, well-known ITvendors, Chinese educational institutions, distributors of our test preparation software products, and individual test preparation services consumers.During the six months ended September 30, 2007, approximately two million tests were delivered using our computer-based testing technologies andservices. We began providing computer-based testing services in 1999. We offer comprehensive services for the creation and delivery of computer-basedtests based on our proprietary testing technologies and test delivery platform. Our computer-based testing services are used for professional licensureand certification tests in various industries, including information technology, or IT, services, banking, teaching, securities, insurance and accounting.Our test center network comprised 1,810 authorized test centers located throughout China as of September 30, 2007, which we believe is the largesttest center network of any commercial testing service provider in China based on client feedback and our market experience. Combined with our testdelivery technologies, this network allows our clients to administer large-scale nationwide tests in a consistent, secure and cost-effective manner. Wehave delivered over 23 million tests since 1999, and in July 2007 delivered tests to more than 200,000 test takers in a single day for the ChinaBanking Association, through our test delivery platform. Leveraging our testing expertise, we have expanded into providing caree111 ATA Inc.http:/www.sec.gov/Archives/edgar/data/1420529/000114554908000165/h00839b4e424b4.htm2011/8/30 15:59:10Table of Contentslarge-scale tests and quickly and securely transmitting, processing and storing large amounts of data. We have also developed proprietary technologiesfor the creation and operation of advanced performance-based tests, such as our self-developed Dynamic Simulation Technology, which leading ITcertification sponsors, such as Microsoft, have adopted for their computer-simulated tests given around the world. We have also developed contentcreation technologies for the conversion of paper-based tests into computer-based formats. Our total net revenues have increased from RMB69.0 million for the fiscal year ended March 31, 2006 to RMB84.9 million ($11.3 million) forthe fiscal year ended March 31, 2007 and from RMB32.4 million for the six months ended September 30, 2006 to RMB76.2 million ($10.2 million)for the six months ended September 30, 2007. We had net losses of RMB24.8 million and RMB16.8 million for the fiscal years ended March 31,2006 and 2007, respectively, and net income of RMB8.5 million ($1.1 million) for the six months ended September 30, 2007.Chinas Testing and Education Markets China has one of the fastest growing economies in the world. As Chinas economy continues to develop, its service industries are playing anincreasingly important role. We believe this will increase opportunities in the testing and education markets as people continue to seek advanced skillsand professional licenses and certifications. We believe that China has one of the worlds largest testing markets in terms of test takers. Testing has played a prominent role in Chinesesociety for centuries, and this long tradition of testing extends to professional associations and businesses in China that rely on tests to issueprofessional licenses and certifications, assess ongoing professional skills and select job candidates. As Chinas economy has modernized and becomemore dependent on technology, a growing number of test sponsors have adopted computer-based tests in place of traditional paper-based tests.Computer-based tests offer key advantages over traditional paper-based tests, including easier administration, reduced scoring errors, greater datasecurity and quicker results analysis. Test sponsors are increasingly outsourcing the design and delivery of computer-based tests to third-party serviceproviders. Chinas education market is experiencing rapid growth in terms of both the number of schools and the number of students, especially at the post-secondary higher education level. However, a growing number of students who are unable to reach Chinas universities are seeking alternative meansto obtain the skills necessary to succeed in the job market. Moreover, as Internet usage becomes increasingly common, people are turning to onlineresources as a means of furthering their education and to prepare for various types of tests. Online education and test preparation provide students theflexibility to take interactive courses at times and in locations most convenient to them. Online education and test preparation are particularlyattractive to working adults, and their employers, as they seek to combine work with the pursuit of higher level licenses and certifications.Our Strengths, Strategies and Risks We believe the following competitive strengths have been instrumental in achieving our current market position and provide the basis for ourcontinued growth: ?our early mover advantage and leadership position in the computer-based testing services industry in China; ?our experience in delivering sophisticated and large-scale computer-based tests; ?our large test center network and scalable test delivery platform; ?the flexibility and customizability of our testing services; ?our performance-based testing and test security technologies;2Table of Contents ?our established relationships with key test sponsors and leading I ey test sponsor?ATA Inc.http:/www.sec.gov/Archives/edgar/data/1420529/000114554908000165/h00839b4e424b4.htm2011/8/30 15:59:10 ?increase recognition of our “ATA” brand; and ?pursue selective strategic acquisitions and alliances, if and when attractive opportunities arise. The successful execution of our strategies is subject to risks and uncertainties, including: ?our ability to maintain profitability, as we only achieved profitability recently and had previously been loss-making since ourinception, in addition to having an accumulated deficit of RMB135.1 million and RMB126.6 million ($16.9 million) as ofMarch 31, 2007 and September 30, 2007, respectively; ?our ability to meet challenges associated with our rapid expansion, including our expansion into the test preparation market; ?market acceptance of our technologies, products and services; ?our ability to maintain relationships with key governmental agencies, test sponsors, educational institutions and IT vendors; and ?governmental policies, including policies regarding funding for governmental agencies that sponsor tests, policies promotingvocational education, tuition policies and policies relating to foreign investment in Internet content distribution. See “Risk Factors” for a discussion of these and other risks and uncertainties associated with our business and investing in our ADSs.Corporate Structure Our predecessor company, American Testing Authority, Inc., a New York company, began operations in 1999, and in that same year establishedATA Testing Authority (Beijing) Limited, or ATA Testing, as a wholly owned subsidiary in China. In November 2001, our founders establishedATA Testing Authority (Holdings) Limited, or ATA BVI, in the British Virgin Islands. The following year American Testing Authority, Inc. mergedinto ATA BVI and ATA BVI became our holding company. In June 2003, we established a Chinese joint venture company, ATA Learning (Beijing)Inc., or ATA Learning, with Yinchuan Economic and Technological Development Zone Investment Holding Co. Ltd., or Yinchuan Holding. In May2005, we exercised our call option to acquire the remaining interest from Yinchuan Holding and converted ATA Learning into a wholly ownedsubsidiary of ATA BVI. We incorporated ATA Inc. in the Cayman Islands in September 2006 as our listing vehicle. ATA Inc. became our ultimate holding company inNovember 2006 when it issued shares to the existing shareholders of ATA BVI in exchange for all of the outstanding shares of ATA BVI. Due to PRC regulatory restrictions on foreign ownership of Internet content businesses in China, we operate the online portion of our testpreparation solutions business through a series of contractual arrangements entered into among us, ATA Learning and ATA Online, a PRC entityowned by two of our3Table of Contentsfounders. We do not have any direct ownership interest or direct shareholding rights in ATA Online and as a result do not have direct control or directoversight over ATA Online. For a description of these contractual arrangements, see “Our Corporate Structure” and “Related Party Transactions.” Ifthe Chinese government determines that the contractual arrangement structure through which we operate our online test preparation business does notcomply with Chinese laws and regulations, we could be subject to penalties and may not be able to continue that business. Moreover, any conflictsbetween us and the shareholders of ATA Online, or any failure by ATA Online or its shareholders to perform their obligations under our contractualarrangements with them, may materially and adversely affect our online test preparation business and financial condition. For a detailed discussion ofthe various risks and uncertainties related to these contractual arrangements and the structure we use to operate our online test preparation business,see “Risk Factors Risks Relating to Regulation of Our Business.”Recent Developments The following is an estimate of certain uooog is an estimate of ce?ATA Inc.http:/www.sec.gov/Archives/edgar/data/1420529/000114554908000165/h00839b4e424b4.htm2011/8/30 15:59:10RMB6.6 million for the three months ended December 31, 2006; and ?net income was between RMB10.6 million ($1.4 million) and RMB12.0 million ($1.6 million), compared to RMB6.9 million forthe three months ended December 31, 2006. Our preliminary consolidated financial data for the quarter ended December 31, 2007 are subject to adjustment based upon, among other things,completion of our reporting processes. Actual results could differ materially from the estimates provided above. For additional information regardingthe various risks and uncertainties inherent in such estimates, see “Special Note Regarding Forward-Looking Statements.” Financial results for thethree months ended December 31, 2007 may not be indicative of our full year results for the fiscal year ending March 31, 2008 or future quarterlyperiods. See “Managements Discussion and Analysis of Financial Condition and Results of Operations” for information regarding trends and otherfactors that may influence our financial resul