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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
FORM 20-F
o
þ
o
o
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 2010
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period from to
Commission file number: 001-33910
ATA Inc.
(Exact name of Registrant as specified in its charter)
Not applicable
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
8th Floor, Tower E
6 Gongyuan West Street
Jian Guo Men Nei
Beijing 100005, China
(Address of principal executive offices)
Benson Tsang
Chief Financial Officer
ATA Inc.
8th Floor, Tower E
6 Gongyuan West Street
Jian Guo Men Nei
Beijing 100005, China
Telephone: 8610-6518-1122
Facsimile: 8610-6517-9517
(Name, Telephone E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
American Depositary Shares, each representing two
common shares, par value $0.01 per share
Name of each exchange on which registered
NASDAQ Global Market
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
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: 44,441,762 common shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes þ No
If this report is an annual or transaction report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934. o Yes þ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. þ Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer. See the definitions of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP þ
International Financial Reporting
Standards as issued by the International
Accounting Standards Board o
Other o
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has
elected to follow:
Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). o Yes þ No
TABLE OF CONTENTS
INTRODUCTION
FORWARD-LOOKING STATEMENTS
PART I.
ITEM 1.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 4A.
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 8.
ITEM 9.
ITEM 10.
ITEM 11.
ITEM 12.
PART II
ITEM 13.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
OFFER STATISTICS AND EXPECTED TIMETABLE
KEY INFORMATION
INFORMATION ON THE COMPANY
UNRESOLVED STAFF COMMENTS
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
FINANCIAL INFORMATION
THE OFFER AND LISTING
ADDITIONAL INFORMATION
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
CONTROLS AND PROCEDURES
AUDIT COMMITTEE FINANCIAL EXPERT
CODE OF ETHICS
PRINCIPAL ACCOUNTANT FEES AND SERVICES
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
EXHIBITS
ITEM 14.
ITEM 15.
ITEM 16A.
ITEM 16B.
ITEM 16C.
ITEM 16D.
ITEM 16E.
ITEM 16F.
ITEM 16G.
PART III
ITEM 17.
ITEM 18.
ITEM 19.
SIGNATURE
EX-4.16
EX-4.17
EX-8.1
EX-12.1
EX-12.2
EX-13.1
EX-13.2
EX-23.1
EX-23.2
EX-23.3
Page
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INTRODUCTION
Except where the context otherwise requires and for purposes of this annual report only:
•
•
•
•
•
•
all references to years are to the calendar year from January 1 to December 31 and references to 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 context
requires;
“China,” “Chinese” and “PRC” refers to the People’s Republic of China, excluding, for purposes of this annual report only, Taiwan
and the Special Administrative Regions of Hong Kong and Macau;
all references to “Renminbi” or “RMB” are to the legal currency of China, and all references to “U.S. dollars”, “dollars”, “$” or
“US$” are to the legal currency of the United States;
“U.S. GAAP” refers to generally accepted accounting principles in the United States; and
“PRC GAAP” refers to generally accepted accounting principles in the People’s Republic of China.
This annual report on Form 20-F includes our audited consolidated statements of operations for the fiscal years ended March 31, 2008,
2009 and 2010 and audited consolidated balance sheets as of March 31, 2009 and 2010. Each of our ADSs represents two common shares.
Our ADSs are listed on the Nasdaq Global Market under the symbol “ATAI.”
FORWARD-LOOKING STATEMENTS
This annual report on Form 20-F contains forward-looking statements that are based on our current expectations, assumptions, estimates
and projections about us and our industry. All statements other than statements of historical fact in this annual report are forward-looking
statements. In some cases, these forward-looking statements can be identified by words and phrases such as “may, “should,” “intend,”
“predict,” “potential,” “continue,” “will,” “expect,” “anticipate,” “estimate,” “plan,” “believe,” “is /are likely to” or the negative form of these
words and phrases or other comparable expressions. The forward-looking statements included in this annual report relate to, among others:
•
•
•
our goals and strategies;
our future prospects and market acceptance of our technologies, products and services;
our future business development and results of operations;
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•
•
•
•
projected revenues, profits, earnings and other estimated financial information;
our plans to expand and enhance our products and services;
competition in the computer-based testing, educational services and test preparation and training markets; and
Chinese laws, regulations and policies, including those applicable to the education industry, Internet content providers, Internet
content and foreign exchange.
These forward-looking statements involve various risks, assumptions and uncertainties. Although we believe that our expectations
expressed in these forward-looking statements are reasonable, our expectations may turn out to be incorrect. Our actual results could be
materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our
expectations are generally set forth in Item 3.D. of this annual report, “Key information — Risk Factors” and elsewhere in this annual report.
The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are
made in this annual report. All forward-looking statements included herein attributable to us or other parties or any person acting on our
behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent
required by applicable laws and regulations, we undertake no obligation to update any forward-looking statements to reflect events or
circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.
This annual report also contains information and statistics relating to China’s economy and the industries in which we operate derived
from various publications issued by Chinese governmental entities and other third parties which have not been independently verified by us.
The information in such third-party sources may not be consistent with other information compiled in or outside China. We have taken such
care as we consider reasonable in the reproduction and extraction of information from third-party sources.
PART I.
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A. Selected Financial Data
Selected Consolidated Financial Data
The following selected consolidated statement of operations data for the fiscal years ended March 31, 2008, 2009 and 2010 (other than
ADS data), and the selected consolidated balance sheet data as of March 31, 2009 and 2010, are derived from our audited consolidated
financial statements included elsewhere in this annual report and should be read in conjunction with, and are qualified in their entirety by
reference to, these consolidated
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financial statements and related notes. Our selected consolidated statements of operations data for the years ended March 31, 2006 and 2007
(other than ADS data) and the selected consolidated balance sheet data as of March 31, 2006, 2007 and 2008 are derived from audited
consolidated financial statements not included in this annual report. The following information should also be read in conjunction with
Item 5. “Operating and Financial Review and Prospects.” Our audited consolidated financial statements are prepared in accordance with U.S.
GAAP.
For the Year Ended March 31,
2006
RMB
2007
RMB
2008
RMB
2009
RMB
2010
RMB
US$
(In thousands, except for share and ADS data)
Selected Consolidated
Statement of Operations
Data:
Net Revenues
Testing services
Test-based educational
services
Test preparation and
training solutions
Other
Total net revenues
Gross profit
Total operating expenses
Income (loss) from operations
Interest expense
Foreign currency exchange
gains (losses), net
Net income (loss)
Accretion of Series A
redeemable convertible
preferred shares to
redemption value
Foreign currency exchange
transaction adjustment on
Series A redeemable
convertible preferred shares
Net income (loss) available
(applicable) to common
shareholders
18,170
35,138
340
15,389
69,037
35,049
36,140
(1,091)
(22,713)
(1,050)
(24,809)
(13,889)
3,269
24,628
42,804
10,076
7,373
84,881
43,779
63,375
(19,596)
—
(909)
(16,790)
—
—
78,198
137,046
187,158
27,419
48,594
42,546
31,787
4,658
36,908
8,388
172,088
105,141
81,713
23,428
—
25,071
12,882
217,545
124,937
98,549
26,388
—
11,149
14,938
245,032
115,497
145,552
(30,055)
1,633
2,188
35,898
16,921
21,324
(4,403)
(236)
20,170
665
22,810
(284)
(35,350)
(42)
(5,179)
—
—
—
—
—
—
—
—
(35,429)
(16,790)
20,170
22,810
(35,350)
(5,179)
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Basic earnings (loss) per
common share
Diluted earnings (loss) per
common share
Basic earnings (loss) per
ADS (1)
Diluted earnings (loss) per
ADS (1)
Weighted average
ordinary shares
outstanding
Basic
Diluted
Consolidated Balance
Sheet Data:
Cash
Accounts receivable, net
Total current assets
Total assets
Note payable, current
Deferred revenues, current
Total current liabilities
Deferred revenues, non-
current
Total liabilities
Accumulated deficit
Total shareholders’ equity
2006
RMB
2007
RMB
For the Year Ended March 31,
2008
RMB
2009
RMB
(In thousands, except for share and ADS data)
(2.16)
(2.16)
(4.32)
(4.32)
(0.82)
(0.82)
(1.64)
(1.64)
0.79
0.53
1.58
1.06
0.50
0.49
1.00
0.98
2010
RMB
US$
(0.79)
(0.12)
(0.79)
(0.12)
(1.58)
(0.23)
(1.58)
(0.23)
16,420,680
16,420,680
20,594,071
20,594,071
25,442,650
37,761,561
45,376,008
46,431,518
44,789,512
44,789,512
2006
RMB
2007
RMB
44,624
12,984
67,989
88,384
19,000
22,340
53,937
8,555
62,492
(118,292)
25,892
45,019
16,978
76,656
108,165
—
26,341
45,620
7,897
53,517
(135,082)
54,648
At March 31,
2008
RMB
2009
RMB
(In thousands)
332,197
63,502
403,309
436,634
—
36,708
66,530
7,026
73,556
(114,912)
363,078
310,503
71,077
399,002
471,245
—
40,238
85,189
5,626
91,004
(92,102)
380,241
2010
RMB
US$
213,874
82,900
309,074
428,503
—
25,837
78,223
4,674
83,028
(127,452)
345,475
31,333
12,145
45,280
62,777
—
3,785
11,460
685
12,164
(18,672)
50,613
(1) Each ADS represents two common shares.
Key Operating Data:
Number of tests delivered (1)
2,583,712
3,335,701
12,787,470
5,063,379
5,760,147
2006
2007
For the Year Ended March 31,
2008
2009
2010
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(1) Includes Microsoft royalty tests overseas and tests delivered through our test delivery platform and tests using our Dynamic Simulation
Technology. Also includes free tests delivered for business development purpose. The number of tests delivered excluding the free tests
in the fiscal years ended March 31, 2006, 2007, 2008, 2009 and 2010 was 2,067,714, 3,335,701, 3,632,285, 5,063,379 and 5,760,147,
respectively. We delivered 9,155,185 free tests in the fiscal year ended March 31, 2008 for the on-line nationwide accounting knowledge
contest.
Exchange Rate Information
We conduct our business primarily in China and a substantial majority of our revenues and expenses are denominated in Renminbi. The
conversion of Renminbi into U.S. dollars in this annual report is based on the noon buying rate in The City of New York for cable transfers
of Renminbi per U.S. dollar certified for customs purposes by the Federal Reserve Bank of New York, as set forth in the H.10 weekly
statistical release of Federal Reserve Board. Unless otherwise noted, all translations from Renminbi to U.S. dollars in this annual report were
made at a rate of RMB6.8258 to US$1.00, which was the noon buying rate in effect as of March 31, 2010. The noon buying rate on July 2,
2010 was RMB6.7709 to US$1.00. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be,
converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all. The Chinese government
restricts or prohibits the conversion of Renminbi into foreign currency and foreign currency into Renminbi for certain types of transactions.
The following table sets forth information concerning exchange rates between the Renminbi and the U.S. dollar for the periods indicated.
These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this annual report.
Fiscal year ended March 31, 2006
Fiscal year ended March 31, 2007
Fiscal year ended March 31, 2008
Fiscal year ended March 31, 2009
Fiscal year ended March 31, 2010
Most recent six months:
January 2010
February 2010
March 2010
April 2010
May 2010
June 2010
July 2010 (period through July 2)
Renminbi per U.S. Dollar Noon Buying Rate
Average (1)
8.1234
7.8843
7.4197
6.8684
6.8268
High
8.2765
8.0300
7.7345
7.0185
6.8319
Low
8.0167
7.7232
7.0105
6.7800
6.8180
Period-end
8.0167
7.7232
7.0120
6.8329
6.8258
Average (1)
High
Low
Period-end
Renminbi per U.S. Dollar Noon Buying Rate
6.8269
6.8285
6.8262
6.8256
6.8275
6.8184
6.7758
6.8295
6.8330
6.8270
6.8275
6.8310
6.8323
6.7807
6.8258
6.8258
6.8254
6.8229
6.8245
6.7815
6.7709
6.8268
6.8258
6.8258
6.8247
6.8305
6.7815
6.7709
Source: Federal Reserve Bank of New York for 2008 and prior periods and H.10 weekly statistical release of the Federal Reserve Board for
January 2009 and later periods
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(1) Annual averages are calculated using the exchange rates for the last day of each month during the relevant year. Monthly averages are
calculated using daily exchange rates during the month.
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Risks Relating to Our Business
If we are not successful in achieving market acceptance for our new service offerings, our revenues and operating results will be
adversely affected.
In order to increase our revenue sources, we have allocated, and intend to continue to allocate, time, effort and capital to expand our
service offerings, including our HR Select employee assessment solution, distribution and administration of the Test of English for
International Communication, or TOEIC exam in China and Cambridge ESOL Young Learners English online tutorials, all of which we
launched in 2009. Our lower gross margin and operating margin in the fiscal year ended March 31, 2010 relative to the prior fiscal year was
partly attributable to higher expenses related to developing and marketing these new service offerings, in particular our HR Select employee
assessment solution. The decrease in our gross margin was also due to the significant decrease in the sales of our NTET Platform Tutorial
software in the fiscal year ended March 31, 2010, which has relatively high gross margin. As the markets for these offerings are relatively
new for us, we cannot assure you that we will succeed in adapting to client needs in these markets or effectively addressing risks associated
with this expansion. It may be difficult for us to accurately predict demand for these and other new service offerings we develop.
Furthermore, the Chinese government may enact unforeseen regulations and policies that could limit our ability to provide or expand certain
services, such as prohibitions on foreign-invested entities engaging in certain businesses. Additional risks which we face expanding in this
market include the following:
•
•
•
we may underestimate the amount of capital, personnel and other resources required to carry out our expansion plans, which may
affect the success of our expansion and/or negatively impact the quality of our other product and service offerings;
if we are unsuccessful in the relevant new market, it may negatively affect our reputation and the status of our brand in our other
markets;
we may fail to develop sufficient payment collection, technical support and other administrative capabilities necessary to successfully
develop and manage our new service offerings on an increasingly large scale.
The success of our new service offerings going forward also depends on our ability to gain and maintain relevant business relationships,
such as our relationship with Educational Testing Services, or ETS, in relation to
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our distribution and administration of TOEIC exams in China and our relationship with the Ministry of Education and Cambridge ESOL in
relation to our Cambridge ESOL Young Learners English online tutorials. If our new service offerings are ultimately unsuccessful or do not
grow as rapidly as we expect, our net revenues and profitability will be adversely affected.
Our financial results are subject to fluctuations and seasonality related to the revenue cycles for our products and services, our
relatively long and unpredictable sales cycle and other factors beyond our control, any of which may decrease our revenues in a
particular period. As a result, it is difficult for us to predict our results of operations and you should not rely on our historical
operating results as an indication of our future financial performance.
Our results of operations have varied in the past from period to period, and are likely to vary in the future, due to the fact that a substantial
portion of our sources of revenues are seasonal. We have experienced seasonality and expect in the future to continue to experience
seasonality in net revenues and accounts receivable related to our test delivery services, with the quarters ending June 30 and December 31
typically having higher net revenues from testing services and the quarters ending September 30 and March 31 typically having lower net
revenues from testing services. This is primarily because the tests from which we derive substantial revenues are mostly delivered in the
quarters ending June 30 and December 31. Revenues from our degree major and single course programs may experience seasonal declines
during the quarter ending September 30 of each fiscal year, which includes the summer holiday months of July and August, because
revenues from the final year of the degree major course programs are earned over a ten-month period (generally September through June)
and revenues from most single course programs are earned during a school year, which spans from September of each year to June of the
following year. We also expect some seasonality in our accounts receivable related to degree major programs, because we collect from our
clients typically around the months of October to November, and a large portion of our clients settle payment with us two to five months
after that time. In addition, we have expanded our business into the test preparation and training market. We believe demand for test
preparation and training solutions are generally highest close to test and certification requirement deadlines, which are typically during the
quarter ending December 31. Therefore we expect revenues from test preparation and training solutions to be the highest in the quarter
ending December 31.
In addition, our sales cycles are generally long and unpredictable. A client’s decision to purchase our products and services often involves
a lengthy evaluation process. Throughout the sales cycle, we often spend considerable time educating and providing information to
prospective clients regarding the use and benefits of our products and services. Moreover, budget constraints and the need for multiple
approvals within large enterprises, governmental agencies and educational institutions may also delay purchasing decisions. The inability to
obtain the required approval for a course taught using one of our course programs or for procurement of our other products or services may
not be known until the negotiation process has progressed for many months. As a result, the sales cycle for our services may last a year or
longer. Such a lengthy sales cycle, and any future increases in our sales cycle, could lead to higher sales and marketing expenses and
adversely affect our cash flow from operations. In addition, the lengthy sales cycle has made, and may continue to make, our financial results
prone to fluctuations or decrease our revenues in a particular period.
If our revenues for a particular quarter are lower than we expect, we may be unable to reduce our operating expenses for that quarter by a
corresponding amount, which could negatively affect our operating results for that quarter. As a result, you should not rely on our quarter-to-
quarter comparisons of our operating results as indicators of likely future performance. Our operating results may be below the expectations
of public market analysts and investors in one or more future quarters. If that occurs, the market price of our ADSs could decline
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and you could lose part or all of your investment. Fluctuations of our quarterly financial results may also lead to increased volatility in the
market price of our ADSs.
The Chinese market for our services is still emerging and evolving rapidly. If market acceptance of our products and services
declines or fails to grow, our revenue growth may slow or we may experience a decrease in revenues.
As the Chinese market for our services is still emerging, our success will depend to a large extent on our ability to convince our clients
that our technologies and services are valuable and that it is more cost-effective for them to utilize our services than for them to develop
similar services in-house.
We must address the following concerns, among others, with our clients as they decide to implement our computer-based testing and
career-oriented educational services and to use our technologies and services:
•
•
•
•
•
concern over the commitment of time, personnel and funding necessary to implement our computer-based testing services and career-
oriented educational services;
ability of clients to develop their own computer-based testing services or career-oriented educational services;
possible perceived security and academic integrity risks associated with computer-based testing services and third-party curriculum
providers;
reluctance of the academic community to adopt computer-based learning materials and computer-based tests; and
reluctance of educational institutions to depend on third-party providers of curricula and academic certifications.
A decline in the demand for computer-based testing services and education services by test sponsors or educational institutions would
negatively affect demand for our computer-based testing services and technologies, as well as our degree major and course programs, which
incorporate computer-based tests. Even if demand for computer-based testing services and education services continues to grow, this demand
may not grow as quickly as we anticipate.
The services offered by our HR Select employee assessment solution are relatively new and market acceptance of this innovative testing
product is uncertain. Furthermore, we only generate revenues from a small amount of our customers for now. If we are unable to increase or
maintain customer demand for this product, especially those paying customers, our revenue growth may slow or we may experience a
decrease in revenues.
Breaches or perceived breaches of our security measures relating to test collection, scoring and storage or unauthorized disclosure
or misuse of personal data through breach of our computer systems or otherwise could cause us to receive negative publicity, and lose
clients and expose us to protracted and costly litigation.
As part of our service offerings, we collect, process, transmit and store highly confidential information, including personal information
and test questions, answers and scores. Maintaining the security and confidentiality of the information we handle as part of our testing
services is essential to protecting the integrity and accuracy of the test taking process and retaining our client base. Any breach or perceived
breach in our security measures pertaining to the collection, processing, transmission or storage of such information as a result of third-party
action, employee error, and malfeasance or otherwise could result in liability claims and have a negative impact on our reputation.
Additionally, we could be subject to liability claims or regulatory penalties
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for misuses of information collected from clients or students or for the unauthorized disclosure or unauthorized or inappropriate use of such
information. Any such negative publicity or liability claims could have a significant negative impact on our future business, cause us to lose
clients and expose us to costly litigation.
Reductions in public funding available to our clients that are governmental agencies and educational institutions funded by the
Chinese government could adversely impact demand by these agencies and institutions for our products and services.
We have derived a significant portion of our total net revenues from licensing and service fees from Chinese governmental agencies
funded by the Chinese government. Demand and ability to pay for our products and services by these agencies are affected by government
budgetary cycles, funding availability and government policies. Funding reductions, reallocations or delays could adversely impact demand
for our products and services by our clients or reduce the fees these clients are willing to pay for our products and services. For example, in
the fiscal year ended March 31, 2010, NTET sales decreased significantly relative to the previous fiscal years, due to the delay in the
government’s implementation of the national NTET certification requirement and the associated cuts in relevant government budgets.
A limited number of our clients have accounted and are expected to continue to account for a high percentage of our revenues. The
loss of or significant reduction in orders from any of these clients could significantly reduce our revenues and have a material adverse
effect on our results of operations.
Our two largest clients in the fiscal year ended March 31, 2010, the Securities Association of China and the China Banking Association,
accounted for 33.6% and 20.2%, respectively, of our net revenues for that period. We have a five-year master service agreement with the
Securities Association of China from September 2006 to September 2011. Pursuant to the master agreement, we enter into an annual contract
each year with the Securities Association of China. Our top five clients for the fiscal year ended March 31, 2010 accounted for 63.9% of our
net revenues for the fiscal year ended March 31, 2010. Due to our dependence on a limited number of clients, any one of the following
events, among others, could cause material fluctuations or declines in our revenues and have a material adverse effect on our results of
operations:
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a reduction, delay or cancellation of contracts or product or service orders from one or more of our significant clients;
a decision by one or more of our significant clients to award contracts or orders to one of our competitors; and
a decision by one or more of our major clients to significantly reduce the price they are willing to pay for our services or products.
Any of these events could occur due to causes outside of our control, such as macro-economic conditions, changes in a client’s
management or the personnel with whom we interact, changes in technology, the actions of our competitors, changes in governmental
regulations and policies and changes in a client’s budgeting or financial prospects.
A significant portion of our revenues are dependent on market acceptance of our E-testing platform and other computer-based
testing technologies, and if we are unable to anticipate and meet our client’s technological needs and challenges from new technologies
and industry standards, our products and services may lose market acceptance or become obsolete, and our margins and results of
operations may be adversely affected.
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Our advanced technologies for the creation and delivery of computer-based tests, including our E-testing platform and our performance-
based testing technologies, are a key factor in growing and maintaining our relationships with test sponsors, educational institution clients
and educational program content providers. Our future success depends on our ability to upgrade our systems, develop new technologies and
anticipate and meet the technical needs of our clients on a regular basis. The emergence in the market of new test creation and delivery
technologies or substitute products and services could reduce the competitiveness or result in the obsolescence of our current technologies
and services. Moreover, if other companies develop similar technologies offering functionality comparable to that of our technologies,
pricing pressure may increase and our margins and results of operations may be adversely affected. Additionally, industry standards such as
standard interfaces and data exchange protocols may be developed for testing technologies, and if these industry standards are incompatible
with our technologies, demand for our technologies, products and services may decline significantly. To the extent we are unable to maintain
our market leadership position in key testing technologies or anticipate and respond to technological developments and changes in industry
standards in a timely and cost-effective manner, our products and services may lose market acceptance or become obsolete.
We derive a portion of our revenues from course programs using content licensed from Microsoft China and Adobe, and the loss of
the right to use these content could materially harm our revenues and results of operations.
A substantial portion of our single course programs and the individual courses that comprise our degree major course programs use
content licensed from IT vendors including Microsoft China and Adobe. Moreover, our degree major and single course programs are
attractive to our educational institution clients and their students largely because they offer students the opportunity to obtain a professional
certification, such as a Microsoft Certified Professional or Delphi certification, at the same time that they earn academic credit from their
school. We expect our revenues from these sources to continue to account for a substantial portion of our revenues. Our contracts for
providing course programs and delivering certification exams in China for Microsoft China and Adobe generally have a term of one or two
years and are automatically renewable for an additional one or two years. However, our Microsoft China contract is terminable at will
without cause by either party with 90 days prior written notice, while our Adobe contract is terminable upon breach or mutual agreement of
the parties. We cannot assure you that these IT vendors will renew or will not terminate these contracts and licenses, as they may decide in
the future to work with other testing service providers, provide the testing services themselves or license content to another course program
developer or to the schools directly. If we were to lose the right to offer certification tests or course programs for these IT vendors, our
revenues and results of operations could be materially harmed.
Substantial defaults by our clients on accounts receivable could have a material adverse effect on our results of operations and
financial condition.
Our accounts receivable as of March 31, 2010 were RMB82.9 million ($12.1 million), of which RMB53.6 million were attributable to the
Securities Association of China. We collected RMB29.7 million ($4.3 million) of these accounts receivable from the Securities Association
of China in May 2010. The remaining accounts receivable from the Securities Association of China outstanding as of March 31, 2010 relate
to test delivery services we provided during the three months ended March 31, 2010. We also had accounts receivable aged over one year of
RMB4.2 million ($0.6 million) as of March 31, 2010, primarily relating to the Professional Skills Qualification Center of the PRC Ministry
of Human Resources and Social Security. For the fiscal year ended March 31, 2010 we had a RMB27.1 million ($4.0 million) provision for
bad debt allowance related to accounts receivable, including RMB23.7 million of accounts receivable for our NTET Tutorial Platform
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software. If clients which owe us accounts receivable were to become insolvent or otherwise unable to pay for our services or make
payments in a timely manner, our liquidity would be adversely affected and we would have to write off accounts receivable or increase
provisions against our accounts receivable, any of which could adversely affect our results of operations and financial conditions.
If Microsoft exercises its contractual option to acquire the source code of our Dynamic Simulation Technology, or DST, Microsoft
or a company to which Microsoft licenses or sells such technology may be able to more effectively compete with us.
Under our Simulation Technology License Agreement with Microsoft, Microsoft has the right to acquire for $3.0 million a perpetual
royalty-free license to the source code of our Dynamic Simulation Technology, or DST, along with the right to freely sell, license or
sublicense the DST source code to third parties. The contract does not restrict which entities to which Microsoft may sell, license or
sublicense the DST source code. While Microsoft’s exercise of this option would generate $3.0 million in revenue to us upon exercise, it
may materially adversely affect our future revenues if Microsoft or any company to which Microsoft sells or licenses the technology uses it
to directly compete with us.
In addition, Microsoft has the right to obtain more limited rights to the source code in the event ATA is in continuing breach of any of its
obligations regarding technical support and correction of programming errors. Upon the occurrence of a continuing breach, Microsoft would
obtain the right to freely install, make, use, reproduce, copy, modify, translate, edit and otherwise create derivative works of the DST source
code and to sublicense any of the foregoing rights to third parties, excluding certain of our competitors in the computer-based testing services
market.
Technical errors or failures in relation to computer-based tests delivered through our test delivery platform could result in negative
publicity, loss of clients, liability claims and costly and disruptive litigation.
Due to the complexity of the technologies we have developed and use to create and deliver computer-based tests for our clients, there is a
risk that technical errors or failures may occur in relation to these services. These may include errors, failures or bugs in our self-developed
software applications and test security technologies, breakdowns or failures of our servers and computer networks, and connectivity failures
between our networks. While we have not to date experienced major problems due to errors, breakdowns, failures, bugs or defects, we
cannot assure you that we will not experience such problems in the future. If such a problem were to occur, it could disrupt or compromise
the integrity of the test taking process or of test content and results, which could lead to negative publicity and loss of clients and may subject
us to liability claims. Although we have established a formal crisis management system to respond to technical problems, it has never been
tested in a real crisis situation. Any litigation or negative publicity resulting from an error or failure, with or without merit, could result in
substantial costs and divert management’s attention and resources from our business and operations.
If we fail to maintain a strong brand identity, our business may not grow and our financial results may be adversely impacted.
We believe that maintaining and enhancing the value of the “ATA” brand is important to attracting clients. Our success in maintaining
brand awareness will depend on our ability to consistently provide high quality, value-adding, user-friendly and secure products and
services. As we expand our product and service offerings, we are increasing our efforts to establish a wider recognition of the “ATA” brand.
To establish a wider recognition of our “ATA” brand among test takers, test sponsors and companies, we may need to spend significant
resources on advertising. As we have limited experience with advertising and other activities required
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to establish a widely recognized brand, we cannot assure you that we will effectively allocate our resources for these activities or succeed in
maintaining and broadening our brand recognition and appeal. If we fail to maintain a strong brand identity, our business may not grow and
our financial results may be adversely impacted.
Actions by our authorized test centers could lead to damage to our brand and reputation, which could cause us to incur substantial
costs and strain our relationships with our clients.
As of March 31, 2010, we had contractual relationships with 1,988 authorized test centers. We do not own these centers and their
employees are not our employees. Under our contracts with these test centers, we require them to provide sufficient facilities to properly
administer computer-based tests and to follow prescribed guidelines for facility maintenance and test administration. We also conduct regular
reviews of their facilities and operations and provide consulting services on test administration. However, our contractual arrangements with
the test centers provide us with only limited ability to oversee their activities, and most test centers engage in other activities, such as serving
as classrooms, when not administering tests. If a test center were to engage in unauthorized or unlawful conduct, whether related to
administering computer-based tests or otherwise, our clients, prospective clients and the general public may associate this conduct with our
brand, and negative publicity associated with this conduct could harm our reputation and lessen overall demand for computer-based testing
services. Furthermore, our business may also be adversely affected if our authorized test centers do not maintain their premises, administer
our computer-based tests in a manner consistent with our standards and requirements, or hire qualified personnel and train them properly. In
addition, a liability claim against an ATA authorized test center or any center personnel may result in unfavorable publicity for us, our
products and services and our other test centers, and could damage our brand and reputation, whether or not the claim is successful. While
we may terminate our contracts and relationships with our authorized test centers if any of these events were to occur, we may not be able to
identify problems or take action quickly enough to prevent harm to our reputation.
We may face increasing competition from international and domestic Chinese competitors. If we fail to successfully compete, our
revenues and market share may decrease, and our results of operations may be adversely affected.
We anticipate that as our business and markets continue to expand, we will face increasing competition, including competition from new
entrants, both domestic and international, who will try to gain market share from us. In the future, competitors may introduce new
technologies, products and services that have better performance, offer lower prices and gain broader acceptance than our technologies,
products and services. Such new products may reduce the overall market for our products and services.
In the computer-based testing services market, we compete primarily on the basis of technology, price, management experience and
established infrastructure. In the future, as more companies enter this market, we believe pricing may become increasingly competitive as
well. For our HR Select employee assessment solution, while there are other companies providing services to corporate human resources
departments, we are differentiated by our focus on offering more professional testing services with proprietary testing technologies.
Traditional Chinese test preparation material providers, such as publishing companies, indirectly compete with our test preparation and
training solutions. Increased competition could cause us to lose clients or make it necessary for us to reduce our prices in order to retain our
clients, which may negatively affect our revenues and results of operations.
We depend on our key personnel and our business may be severely disrupted if we lose their services and are unable to replace
them.
Our future success is dependent upon the continued services of our key executives, as we rely on their
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industry experience and expertise in our business operations. In particular, we rely heavily on our co-founders Kevin Xiaofeng Ma, our
chairman and chief executive officer, and Walter Lin Wang, our president, for their business vision, management skills, technical expertise,
experience in the testing, IT and education industries and working relationships with many of our clients, shareholders and other participants
in the testing, IT and education industries. If either Mr. Ma or Mr. Wang was unable or unwilling to continue in their present positions, or if
they joined a competitor or formed a competing company in violation of their employment agreements, we may not be able to replace them
easily and our business may be severely disrupted. We do not maintain key-man life insurance for Mr. Ma or Mr. Wang or for any of our
other employees.
Because competition for highly skilled employees is intense, we may not be able to attract and retain the highly skilled employees we
need to support our planned growth.
Due to intense market competition for highly skilled workers, we have faced difficulties locating experienced and skilled personnel in
certain areas, such as administration, marketing, product development, sales, finance and accounting. In particular, we have had difficulty
finding personnel with experience in the relatively new computer-based testing services market. We cannot assure you that we will be able to
attract or retain the key personnel that we will need to achieve our business objectives. Even if we can find qualified candidates, they may be
subject to non-competition agreements with their prior employers that prevent us from hiring them. In addition, we cannot assure you that we
will be able to retain our current skilled personnel. According to our contracts with our employees, all of our employees are prohibited from
engaging in any activities that compete with our business during the period of their employment and for two years after termination of their
employment with us. Furthermore, all employees are prohibited, for a period of two years following termination, from soliciting other
employees to leave us and, for a period of five years following termination, from soliciting our existing clients. However, we may have
difficulty enforcing these non-competition and non-solicitation provisions in China because the Chinese legal system, especially with respect
to the enforcement of such provisions, is still developing.
Many of our contracts with governmental agencies and public educational institutions take the form of framework agreements and
offer little contractual or legal protections, and it may be impractical for us to pursue or obtain legal remedies against these clients.
Many governmental agencies and other public sector entities in China require the use of simple framework agreements for the
procurement of products and services from us that lack many of the detailed aspects of our business arrangement. For example, the terms of
service may lack the clarity we would normally have in our contracts with commercial enterprises, or contract terms to protect our intellectual
property may not be as clear and detailed as we would normally have in our contracts with commercial enterprises. Moreover, it may not be
feasible or practicable under current Chinese law and practice for us to take legal action against our government and public sector clients to
enforce our contractual rights. As a result, we may lack the same contractual or legal protections, or ability to enforce such protections, that
we would normally have under the contracts we typically enter into with our other clients.
Unauthorized use of our intellectual property by third parties, including infringement of our “ATA” brand, and the expenses
incurred in protecting our intellectual property rights, may adversely affect our business.
Our copyrights, trademarks, trade secrets and other intellectual property are important to our success. In particular, we believe that our
“ATA” brand name represents a valuable asset as we have sought to gain a reputation for high quality and secure testing services and
advanced testing technologies within our markets. Unauthorized use of any of our intellectual property may adversely affect our business and
reputation. We rely
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on trademark and copyright law, trade secret protection and confidentiality agreements with our employees, clients, business partners and
others to protect our intellectual property rights. Nevertheless, it may be possible for third parties to obtain and use our intellectual property
without authorization. The unauthorized use of intellectual property is common and widespread in China and enforcement of intellectual
property rights by Chinese regulatory agencies is inconsistent. Moreover, litigation may be necessary in the future to enforce our intellectual
property rights. Future litigation could result in substantial costs and diversion of our management’s attention and resources, and could
disrupt our business, as well as have a material adverse effect on our financial condition and results of operations. Given the relative
unpredictability of China’s legal system and potential difficulties enforcing a court judgment in China, there is no guarantee that we would be
able to halt the unauthorized use of our intellectual property through litigation.
We may be subject to intellectual property infringement claims, which may force us to incur substantial legal expenses and, if
determined adversely against us, may materially disrupt our business.
We cannot assure you that our software and other technologies do not or will not infringe upon patents, valid copyrights or other
intellectual property rights held by third parties. We may become subject to legal proceedings and claims from time to time relating to the
intellectual property of others in the ordinary course of our business. If we are found to have violated the intellectual property rights of
others, we may be enjoined from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives. In
addition, we may incur substantial expenses, and may be forced to divert management and other resources from our business operations, to
defend against these third-party infringement claims, regardless of their merit. Successful infringement or licensing claims against us may
result in substantial monetary liabilities or may materially disrupt the conduct of our business by restricting or prohibiting our use of the
intellectual property in question.
We may be subject to liability claims for any inaccurate or inappropriate content in our course programs, which could cause us to
incur legal costs and damage our reputation.
For some IT vendors we license the content for our course programs from the IT vendor, while for others we develop the content
ourselves in cooperation with IT vendors and other subject-matter experts. We generally do not require that these content development
partners indemnify or otherwise compensate us for inaccurate or inappropriate content included in the course programs. Furthermore, our
agreements for delivery of our course programs do not exclude or limit our liability for inaccurate or inappropriate course content. Therefore,
we may face civil, administrative or criminal liability if an individual or corporate, governmental or other entity believes that the content of
any of our course programs violates any laws, regulations or governmental policies or infringes upon its legal rights. Even if such a claim
were not successful, defending such a claim may cause us to incur substantial costs. Moreover, any accusation of inaccurate or inappropriate
conduct could lead to significant negative publicity, which could harm our reputation and future business prospects.
Because there is limited business insurance coverage in China, any business disruption or litigation we experience might result in
our incurring substantial costs and diverting significant resources to handle such disruption or litigation.
The insurance industry in China is not fully developed. Insurance companies in China offer limited business insurance products. While
business disruption insurance may be available to a limited extent in China, we have determined that the risks of disruption and the
difficulties and costs associated with acquiring such insurance render it commercially impractical for us to have such insurance. As a result,
we do not have any business liability, disruption or litigation insurance coverage for our operations in China. Any business disruption or
litigation might result in our incurring substantial costs and the diversion of resources.
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We may face challenges and risks in connection with possible acquisitions, including identifying suitable opportunities and
integrating acquired businesses and assets with our existing operations, which could interrupt our business operations or adversely
affect our results of operations.
As part of our business strategy, we may seek to broaden our service offerings, obtain additional clients and strengthen our service
quality by acquiring other companies or businesses. However, our ability to implement our acquisition strategy will depend on a number of
factors, including the availability of suitable acquisition candidates at an acceptable cost or at all, our ability to compete effectively to attract
and reach agreement with acquisition candidates or joint venture partners on commercially reasonable terms, and the availability of financing
to complete acquisitions or joint ventures as well as our ability to obtain any required government approvals or licenses. In addition, we
cannot assure you that any particular acquisition or joint venture transaction will produce the intended benefits or synergies. For example, we
may not be successful in integrating acquisitions with our existing operations and personnel. Moreover, the acquisitions we pursue may
require us to expend significant management and other resources, which may result in interruption to our business operations.
There are other risks associated with acquisitions, including:
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unforeseen or hidden liabilities, including exposure to legal proceedings, associated with newly acquired companies;
failure to generate sufficient revenues to offset the costs and expenses of acquisitions;
integration of the management of the acquired business into our own;
potential impairment losses or amortization expenses relating to goodwill and intangible assets arising from any of such acquisitions,
which may materially reduce our net income or result in a net loss;
potential conflicts with our existing employees as a result of our integration of newly acquired companies; and
possible contravention of Chinese regulations applicable to such acquisitions.
Furthermore, raising capital to finance acquisitions could cause earnings or ownership dilution to your shareholding interests, which in
turn could result in losses to you. Any one or a combination of the above risks could interrupt our business operations and adversely affect
our results of operations.
We may need additional capital and any failure by us to raise additional capital on terms favorable to us, or at all, could limit our
ability to grow our business and develop or enhance our product and service offerings to respond to market demand or competitive
challenges.
Capital requirements are difficult to plan in our rapidly changing industry. We believe that our current cash and expected future cash flows
from operations will be sufficient to meet our anticipated working capital and capital expenditures for the next 12 months and the foreseeable
future beyond that point. We may, however, require additional cash resources due to changed business conditions or other future
developments, including any investments or acquisitions we may decide to pursue. If our sources of liquidity are insufficient to satisfy our
cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities
could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could
require us to agree to operating and financing covenants that would restrict our operations. Our ability to obtain additional capital on
acceptable terms is subject to a
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variety of uncertainties, including:
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investors’ perception of, and demand for, securities of computer-based testing and education companies;
conditions of the U.S. and other capital markets in which we may seek to raise funds;
our future results of operations and financial condition;
Chinese government regulation of foreign investment in China;
economic, political and other conditions in China; and
Chinese government policies relating to the borrowing and remittance outside China of foreign currency.
We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise
additional funds on terms favorable to us, or at all, could limit our ability to grow our business and develop or enhance our product and
service offerings to respond to market demand or competitive challenges.
We may be unable to maintain an effective system of internal control over financial reporting, and as a result we may be unable to
accurately report our financial results or prevent fraud.
We are subject to provisions of the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act requires that we include a report
from management on the effectiveness of our internal control over financial reporting in our annual reports on Form 20-F. In addition, our
independent registered public accounting firm must attest to and report on the operating effectiveness of our internal control over financial
reporting. While our management concluded that our internal control over financial reporting is effective as of March 31, 2010, and our
independent registered public accounting firm reported on our internal controls over financial reporting, our management may conclude in the
future that our internal controls are not effective. Our failure to maintain effective internal control over financial reporting could result in a
loss of investor confidence in the reliability of our reporting processes, which could materially and adversely affect the trading price of our
ADSs.
Our reporting obligations as a public company will continue to place a significant strain on our management, operational and financial
resources and systems for the foreseeable future. Our failure to maintain effective internal control over financial reporting could result in the
loss of investor confidence in the reliability of our financial reporting processes, which in turn could harm our business and negatively
impact the trading price of our ADSs.
We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences
to U.S. holders of our ADSs or ordinary shares.
We believe that we were not a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for our taxable year
ended March 31, 2010, and we do not expect to be a PFIC in any future taxable year. However, PFIC status is tested each year and depends
on the composition of our assets and income and the value of our assets from time to time. Since we currently hold, and expect to continue to
hold, a substantial amount of cash and other passive assets and, since the value of our assets is to be determined in large part by reference to
the market prices of our ADSs and ordinary shares, which is likely to fluctuate over time, there can
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be no assurance that we will not be a PFIC for any future taxable year. If we are a PFIC for any taxable year during which a U.S. investor
held our ADSs or ordinary shares, certain adverse U.S. federal income tax consequences would apply to the U.S. investor. See “Item 10. —
Additional Information — E. Taxation — United States Federal Income Taxation — Passive Foreign Investment Company.”
Risks Relating to Regulation of Our Business
Substantial uncertainties and restrictions exist with respect to the application and implementation of Chinese laws and regulations
relating to Internet content distribution. If the Chinese government finds that the structure for our online test preparation services and
other services we provide through the Internet do not comply with Chinese laws and regulations, we could be subject to penalties and
may not be able to continue those businesses.
The Chinese government regulates Internet access, the distribution of online information, the conduct of online commerce and the
provision of online services through strict business licensing requirements and other government regulations. These laws and regulations
also include limitations on foreign ownership of Chinese companies that provide Internet content. Specifically, foreign investors are not
allowed to own more than a 50% equity interest in any Chinese company engaging in Internet content provision.
Because we are a Cayman Islands company, we and our Chinese subsidiaries and their branch companies in China are treated as foreign
or foreign-invested enterprises under Chinese laws and regulations. To comply with Chinese laws and regulations, we conduct our online
businesses in China through a series of contractual arrangements entered into among us, ATA Learning (Beijing) Inc., or ATA Learning and
ATA Online (Beijing) Education Technology Limited, or ATA Online, which is a domestic Chinese company incorporated in the PRC and
owned by Kevin Xiaofeng Ma, our co-founder, chairman and chief executive officer and Walter Lin Wang, our co-founder, director and
president. Our contractual arrangements with ATA Online include a technical support agreement and a strategic consulting service
agreement. These contractual arrangements also include an equity pledge agreement entered into with each of the shareholders of ATA
Online and a call option and cooperation agreement entered into with ATA Online and its shareholders. Under PRC law, a pledge of equity
interests can only be valid after such pledge is registered at the relevant agency. On September 1, 2008, the State Administration for Industry
and Commerce promulgated the Measures for Registration of Equity Pledge with the Relevant Administration for Industry and Commerce.
Thereafter, the local administration for industry and commerce in Beijing began to accept the registration of equity pledge. The registration of
equity pledge over ATA Online’s equity is currently in progress.
ATA Online holds a Telecommunications and Information Services Operating License, or ICP license, issued by the Beijing
Telecommunications Administration Bureau, a local branch of the Ministry of Industry and Information Technology, or MIIT, which allows
ATA Online to provide Internet content distribution services. This license is essential to the operation of our online test preparation and
training services business.
The relevant Chinese regulatory authorities have broad discretion in determining whether a particular contractual structure is in violation
of Chinese law. If our ATA Online corporate and contractual structure is deemed by MIIT to be illegal, either in whole or in part, we may
have to modify such structure to comply with regulatory requirements. However, we cannot assure you that we can achieve this without
material disruption to our business. Further, if our ATA Online corporate and contractual structure is found to be in violation of any existing
or future Chinese laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violations,
including:
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revoking our business and operating licenses;
levying fines on us;
confiscating any of our income that they deem to be obtained through illegal operations;
shutting down a portion or all of our servers or blocking a portion or all of our web site;
discontinuing or restricting our operations in China;
imposing conditions or requirements with which we may not be able to comply;
requiring us to restructure our corporate and contractual structure;
restricting or prohibiting our use of the proceeds from our initial public offering to finance ATA Online’s business and operations;
and
taking other regulatory or enforcement actions that could be harmful to our business.
Realization of any of these events could materially and adversely affect our business, financial condition and results of operations.
Our contractual arrangements with ATA Online may be subject to scrutiny by the Chinese tax authorities and create a potential
double layer of taxation for our revenue-generating services conducted by ATA Online.
We could face material and adverse tax consequences if the Chinese tax authorities determine that our contractual arrangements with ATA
Online were not priced at arm’s length for purposes of determining tax liability. If the Chinese tax authorities determine that these contracts
were not entered into on an arm’s-length basis, they may adjust our income and expenses for Chinese tax purposes in the form of a transfer
pricing adjustment. A transfer pricing adjustment could result in a reduction, for Chinese tax purposes, of deductions recorded by ATA
Online, which could adversely affect us by increasing the tax liabilities of ATA Online. This increased tax liability could further result in late
payment fees and other penalties to ATA Online for underpaid taxes. Any payments we make under these arrangements or adjustments in
payments under these arrangements that we may decide to make in the future will be subject to the same risk.
To date, no specific prices for the services to be performed by ATA Learning (Beijing) Inc., or ATA Learning, under the contractual
arrangements have been set, and no payments have been invoiced or made under any of the contracts between ATA Learning and ATA
Online. Prices for such services will be set prospectively and therefore we do not currently have a basis to believe that any of the payments to
be made under the contracts will or will not be considered arm’s length for purposes of determining tax liability. Prior to setting prices and
terms under the contracts, we intend to engage a third party to review any proposed prices and terms to determine whether they would
qualify as arm’s-length.
Our contractual arrangements with ATA Online and its shareholders do not provide us with ownership interest in ATA Online. If
ATA Online or its shareholders fail to perform their respective obligations under these contractual arrangements, we may have to
legally enforce such arrangements and our business,
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financial condition and results of operations may be materially and adversely affected if these arrangements cannot be enforced.
We rely on contractual arrangements with ATA Online and its shareholders for operating, and for receiving the economic benefits from,
our online test preparation services. However, these contractual arrangements do not provide us with ownership interest in ATA Online.
These contractual arrangements are governed by Chinese or Hong Kong Law and provide for the resolution of disputes through
arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with Chinese or Hong Kong Law and any disputes
would be resolved in accordance with Chinese or Hong Kong legal procedures. If ATA Online or its shareholders fail to perform their
respective obligations under these contractual arrangements, we may have to (i) incur substantial costs and resources to enforce such
arrangements, and (ii) rely on legal remedies under Chinese or Hong Kong Law, including seeking specific performance or injunctive relief,
and claiming damages, which we cannot be sure would be effective. For example, if Kevin Xiaofeng Ma were to terminate his employment
with us, he would be obligated pursuant to these contractual arrangements to transfer his share ownership in ATA Online to us or our
designee. If he were to refuse to effect such a transfer, or if he were otherwise to act in bad faith toward us, then we may have to take legal
action to compel him to fulfill his contractual obligations. However, the legal environment in the PRC is not as developed as in the United
States and uncertainties in the Chinese legal system could limit our ability to enforce these contractual arrangements. In the event that we are
unable to enforce these contractual arrangements, our business, financial condition and results of operations could be materially and
adversely affected.
The shareholders of ATA Online may have potential conflicts of interest with us, which may materially and adversely affect our
business and financial condition.
The shareholders of ATA Online, Kevin Xiaofeng Ma and Walter Lin Wang, are also beneficial holders of our common shares. They are
also directors of both ATA Online and our company. Conflicts of interests between their dual roles as shareholders and directors of both
ATA Online and our company may arise. We cannot assure you that when conflicts of interest arise, any or all of these individuals will act in
the best interests of our company or that conflicts of interests will be resolved in our favor. In addition, these individuals may breach or cause
ATA Online to breach or refuse to renew the existing contractual arrangements that allow us to receive economic benefits from ATA Online.
Currently, we do not have existing arrangements to address potential conflicts of interest between these individuals and our company. We
rely on these individuals to abide by the laws of the Cayman Islands and China, both of which provide that directors owe a fiduciary duty to
the company, which requires them to act in good faith and in the best interests of the company and not to use their positions for personal
gain. If we cannot resolve any conflicts of interest or disputes between us and the shareholders of ATA Online, we would have to rely on
legal proceedings, which could result in disruption of our business and substantial uncertainty as to the outcome of any such legal
proceedings.
We may lose the ability to use and enjoy assets held by ATA Online that are important to the operation of our business if ATA
Online goes bankrupt or becomes subject to a dissolution or liquidation proceeding.
To comply with PRC laws and regulations relating to foreign ownership restrictions in the Internet content distribution businesses, we
currently conduct our operations in China through contractual arrangements with ATA Online. As part of these arrangements, ATA Online
holds certain of the assets that are important to the operation of our online test preparation business. If ATA Online goes bankrupt and all or
part of its assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our online test
preparation business operations, which could materially and adversely affect our business, financial
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condition and results of operations. If ATA Online undergoes a voluntary or involuntary liquidation proceeding, its shareholders or unrelated
third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our online test preparation
business, which could materially and adversely affect our business, financial condition and result of operations.
If the China Securities Regulatory Commission, or CSRC, or another PRC regulatory agency determines that CSRC approval was
required in connection with our initial public offering, we may become subject to penalties.
On August 8, 2006, six PRC regulatory agencies, including the CSRC, promulgated the Provisions Regarding Mergers and Acquisitions
of Domestic Enterprises by Foreign Investors, or the M&A Rule, which became effective on September 8, 2006. The M&A Rule, among
other things, requires that an offshore company controlled by PRC companies or individuals that has acquired a PRC domestic company for
the purpose of listing the PRC domestic company’s equity interest on an overseas stock exchange must obtain the approval of the CSRC
prior to the listing and trading of such offshore company’s securities on an overseas stock exchange. On September 21, 2006 the CSRC,
pursuant to the M&A Rule, published on its official web site procedures specifying documents and materials required to be submitted to it by
offshore companies seeking CSRC approval of their overseas listings.
Our PRC counsel, Jincheng Tongda & Neal Law Firm, advised us that CSRC approval was not required for our initial public offering in
February 2008 because the CSRC approval required under the M&A Rule only applies to an offshore company that has acquired a domestic
PRC company for the purpose of listing the domestic PRC company’s equity interest on an overseas stock exchange, while (i) we obtained
our equity interest in each of our PRC subsidiaries by means of direct investment other than by acquisition of the equity or assets of a PRC
domestic company and (ii) our contractual arrangements with ATA Online do not constitute the acquisition of ATA Online. However, if it is
determined that CSRC approval was required, we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory
agencies. These regulatory agencies may impose fines and penalties on our operations in China, limit our operating privileges in China, or
take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and
prospects, as well as the trading price of our ADSs.
Because we may rely on dividends and other distributions on equity paid by our current and future Chinese subsidiaries for our
cash requirements, restrictions under Chinese law on their ability to make such payments could materially and adversely affect our
ability to grow, make investments or acquisitions that could benefit our business, pay dividends to you, and otherwise fund and conduct
our businesses.
We have adopted a holding company structure, and our holding companies may rely on dividends and other distributions on equity paid
by our current and future Chinese subsidiaries for their cash requirements, including the funds necessary to service any debt we may incur or
financing we may need for operations other than through our Chinese subsidiaries. Chinese legal restrictions permit payments of dividends
by our Chinese subsidiaries only out of their accumulated after-tax profits, if any, determined in accordance with PRC GAAP. Our Chinese
subsidiaries are also required under Chinese laws and regulations to allocate at least 10% of their after-tax profits determined in accordance
with PRC GAAP to statutory reserves until such reserves reach 50% of the company’s registered capital. Allocations to these statutory
reserves and funds can only be used for specific purposes and are not transferable to us in the form of loans, advances or cash dividends. As
of March 31, 2010, our Chinese subsidiaries allocated RMB6.2 million ($0.9 million) to the general reserve fund, which is restricted for
distribution to the Company. Any limitations on the ability of our Chinese subsidiaries to transfer
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funds to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business,
pay dividends and otherwise fund and conduct our business.
The discontinuation of any of the preferential tax treatments currently enjoyed by our subsidiaries in the PRC could materially
increase our tax obligations.
Prior to January 1, 2008, the effective date of the new PRC Enterprise Income Tax Law, or new EIT Law, both domestic and foreign-
invested enterprises were generally subject to an enterprise income tax rate of 33% in the PRC under the relevant tax laws. Prior to
January 1, 2008, our subsidiaries incorporated in China, ATA Testing and ATA Learning, were governed by the PRC Enterprise Income
Tax Law for Foreign-Invested Enterprises and Foreign Enterprises. Our consolidated VIE ATA Online was subject to the PRC Enterprise
Income Tax Provisional Regulations. However, qualified high-and-new technology enterprises incorporated in high-and-new technology
development zones designated by the State Council might enjoy a reduced enterprise income tax rate of 15%. As a high-and-new technology
enterprise incorporated in the Beijing High-Tech Development Experimental Zone, which was a designated high-and-new technology
development zone, each of ATA Testing, ATA Learning and ATA Online was entitled to a preferential-enterprise income tax rate of 15%.
Effective from January 1, 2008, the New EIT Law imposes a tax rate of 25% on all enterprises, including foreign-invested enterprises,
and terminates many of the tax exemptions, reductions and preferential treatments available under previous tax laws and regulations.
However, under the New EIT Law, enterprises that were established before March 16, 2007 and already enjoy preferential tax treatments
will continue to enjoy them (i) in the case of certain preferential tax rates that are specified by tax legislations, for a transition period of five
years from January 1, 2008 or (ii) in the case of tax exemption or reduction for a specified term, until the expiration of such term. Under the
New EIT Law, qualified “high-and-new technology enterprises eligible for key support from the State” (“HNTE”) are entitled to a
preferential tax rate of 15%. In December 2008, ATA Testing successfully obtained its HNTE certificate under the New EIT Law and new
high-tech regime and is therefore recognized as an HNTE and qualified for a preferential tax rate of 15%. However, the HNTE certificate is
only valid for a period of three years starting from 2008 to 2010. The continued qualification of an HNTE for calendar year of 2010 will be
subject to annual evaluation by the relevant government authority in China. In addition, ATA Testing will need to apply for an additional
three-year extension upon the expiration of the current qualification certificate if it desires to continue to enjoy the 15% reduced rate. In
December 2009, each of ATA Learning, ATA Online and Beijing JDX received an approval from the tax authority that it qualified as an
HNTE. The certificates are valid for a period of three years, effective retroactively from January 1, 2009 until December 31, 2011.
Accordingly, ATA Learning, ATA Online and Beijing JDX are entitled to the preferential income tax rate of 15% for calendar years 2009 to
2011. The continued qualification of an HNTE for calendar years of 2010 and 2011 will be subject to annual evaluation by the relevant
government authorities in China. In addition, ATA Learning, ATA Online and Beijing JDX are subject to income tax at 25% from calendar
year 2012 onwards unless they can re-qualify as HNTE. We cannot assure you that ATA Testing, ATA Learning, ATA Online and Beijing
JDX will continue to qualify as an HNTE under the New EIT Law, or that the local tax authorities will not, in the future, change their
position and revoke any of our past preferential tax treatments.
The discontinuation of any of our preferential tax treatments could materially increase our tax obligations and adversely affect our
business, operating results and financial condition.
If we receive dividends from our operating subsidiaries located in the PRC, such dividends may be subject to PRC withholding tax.
The newly enacted PRC Enterprise Income Tax Law, or the New EIT Law, and the implementation regulations for the New EIT Law
issued by the PRC State Council, became effective as of January 1, 2008. The
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New EIT Law provides that a maximum income tax rate of 20% may be applicable to dividends payable to non-PRC investors that are “non-
resident enterprises,” to the extent such dividends are derived from sources within the PRC if such dividends are derived from profits
generated after January 1, 2008, and the State Council has reduced such rate to 10% through the implementation regulations. We are a
Cayman Islands holding company and may receive dividends from our operating subsidiaries located in the PRC. Thus, dividends paid to us
by our subsidiaries in China may be subject to the 10% income tax if we are considered as a “non-resident enterprise” under the New EIT
Law. If we are required under the New EIT Law to pay income tax for any dividends we receive from our subsidiaries, our income tax
expenses will be increased and the amount of dividends, if any, we may pay to our shareholders and ADS holders may be materially and
adversely affected.
Under the New EIT Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in
unfavorable tax consequences to us and U.S. holders of our ADSs or ordinary shares.
Under the New EIT Law, an enterprise established outside of China with its “de facto management body” in China is considered a
“resident enterprise,” meaning that it can be treated the same as a Chinese enterprise for enterprise income tax purposes. In addition, a tax
circular , or Circular 82,issued by the State Administration of Taxation on April 22, 2009 regarding the standards used to classify certain
Chinese-invested enterprises established outside of China as “resident enterprises” clarified that dividends and other income paid by such
“resident enterprises” will be considered to be PRC source income, subject to PRC withholding tax currently at a rate of 10%, when paid to
non-PRC enterprise shareholders. Circular 82 also subjects such “resident enterprises” to various reporting requirements with the PRC tax
authorities. Under the implementation regulations to the enterprise income tax, a “de facto management body” is defined as a body that
exercises “substantial and overall management and control over the manufacturing and business operations, personnel, and human resources,
finances and properties of an enterprise. In addition, Circular 82 details that certain Chinese-invested enterprises will be classified as
“resident enterprises” if the following are located or resident in China: senior management personnel and departments that are responsible for
daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, company
seal, and minutes of board meetings and shareholders’ meetings; and half or more of the senior management or directors having voting
rights.
If the PRC tax authorities determine that our Cayman Islands holding company is a “resident enterprise” for PRC enterprise income tax
purposes, a number of unfavorable PRC tax consequences could follow. First, we will be subject to enterprise income tax at a rate of 25% on
our worldwide income as well as PRC enterprise income tax reporting obligations. This would mean that income such as interest on offering
proceeds and other non-China source income would be subject to PRC enterprise income tax at a rate of 25%, in comparison to no taxation
in the Cayman Islands. Second, although under the New EIT Law and its implementing rules dividends paid to us by our PRC subsidiaries
would qualify as “tax-exempt income,” we cannot guarantee that such dividends will not be subject to a 10% withholding tax, as the PRC
foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of
outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, a 10% withholding
tax will be imposed on dividends we pay to our non-PRC enterprise shareholders, and future guidance may extend the withholding tax to
dividends we pay to our non-PRC individual shareholders and gains derived by our non-PRC shareholders from transferring our ADSs or
ordinary shares. Similar results would follow if our BVI holding company is considered a PRC “resident enterprise”. In addition to the
uncertainty in how the new “resident enterprise” classification could apply, it is also possible that the rules may change in the future, possibly
with retroactive effect. We are closely monitoring the development of this area of rules and are
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evaluating appropriate arrangements of our management activity to avoid being classified as a PRC “resident enterprise.”
Chinese regulation of loans and direct investments by offshore holding companies or their Chinese subsidiaries or affiliates may
restrict our ability to execute our business strategy.
In order to execute our business strategy, we must invest the funds in our Chinese subsidiaries, through loans or capital contributions,
and in our affiliated PRC entity, ATA Online, through loans. Under applicable Chinese laws, any loan made by us to ATA Testing or ATA
Learning, both of which are foreign-invested enterprises, cannot exceed statutory limits tied to each company’s registered capital and total
investment as approved by the Ministry of Commerce or its local counterpart, and all such loans must be registered with China’s State
Administration of Foreign Exchange, or SAFE, or its local counterpart. Loans by us to ATA Online, as a domestic PRC enterprise, must be
approved by the relevant government authority and must also be registered with SAFE. We may also decide to finance ATA Testing or ATA
Learning by increasing their registered capital through capital contributions. The Ministry of Commerce or its local counterpart must approve
any capital contributions to ATA Testing or ATA Learning.
A failure by us to obtain the necessary government approvals or complete any required registrations for a capital contribution, an increase
in approved total investment or a loan on a timely basis, may restrict our ability to execute our business strategy.
A failure by our shareholders who are Chinese citizens or resident in China to comply with regulations issued by SAFE could
restrict our ability to distribute profits, restrict our overseas and cross-border investment activities or subject us to liability under
Chinese laws, which could adversely affect our business and prospects.
In October 2005, SAFE, issued the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-raising and Return
Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies, or Notice 75, which became effective as
of November 1, 2005. Notice 75 states that Chinese residents must register with the relevant local SAFE branch in connection with their
establishment or control of an offshore entity established for the purpose of overseas equity financing involving a round-trip investment
whereby the offshore entity acquires or controls onshore assets or equity interests held by the Chinese residents. Notice 75 applies to our
shareholders who are Chinese residents and also applies to our offshore acquisitions. On May 29, 2007, SAFE issued the Notice of
Operation Guidance for Notice 75, or Notice 106, according to which Chinese resident shareholders in an offshore company which has at
least two years operating history and has made investment in China can apply for registration under Notice 75. There is no deadline for such
registration.
Two of our major shareholders, Kevin Xiaofeng Ma and Walter Lin Wang, have completed their registrations with SAFE, and we have
urged our other Chinese resident shareholders to register under Notice 75 and they are currently in the application process. However, we
cannot assure you that their applications will be accepted by SAFE. Failure by such shareholders to comply with Notice 75 could subject us
to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries’ ability to make distributions or
pay dividends or affect our ownership structure, which could adversely affect our business and prospects. See “Risks Relating to Regulation
of Our Business — Because we may rely on dividends and other distributions on equity paid by our current and future Chinese subsidiaries
for our cash requirements, restrictions under Chinese law on their ability to make such payments could materially and adversely affect our
ability to grow, make investments or acquisitions that could benefit our business, pay dividends to you, and otherwise fund and conduct our
businesses.”
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Risks Relating to the People’s Republic of China
Chinese economic, political and social conditions, as well as changes in any government policies, laws and regulations, could
adversely affect the overall economy in China or the prospects of the industries in which we operate, which in turn could reduce our
net revenues.
Substantially all of our operations are conducted in China. Accordingly, our business, financial condition, results of operations and
prospects are subject, to a significant extent, to economic, political and social developments in China.
The Chinese economy differs from the economies of most developed countries in many respects, including the amount of government
involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese economy has
been transitioning from a planned economy to a more market-oriented economy since the late 1970s, the Chinese government continues to
play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant
control over China’s economic growth through the allocation of resources, controlling the incurrence and payment of foreign currency-
denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Changes in any
of these policies, laws and regulations could adversely affect the overall economy in China or the prospects of the industries in which we
operate, which could harm our business.
China’s social and political conditions are also not as stable as those of the United States and other developed countries. Any sudden
changes to China’s political system or the occurrence of widespread social unrest could have negative effects on our business and results of
operations. In addition, China has contentious relations with some of its neighbors, most notably Taiwan. A significant further deterioration
in such relations could have negative effects on the Chinese economy and lead to changes in governmental policies that would be adverse to
our business interests.
The Chinese legal system embodies uncertainties that could limit the legal protections available to you and us.
Unlike common law systems, the Chinese legal system is based on written statutes and decided legal cases have little precedential value.
In 1979, the Chinese government began to promulgate a comprehensive system of laws and regulations governing economic matters in
general. The overall effect of legislation since then has been to significantly enhance the protections afforded to various forms of foreign
investment in China. Our Chinese operating subsidiaries, ATA Testing and ATA Learning, are wholly foreign-owned enterprises, which are
enterprises incorporated in China and wholly owned by foreign investors, and both are subject to laws and regulations applicable to foreign
investment in China in general and laws and regulations applicable to wholly foreign-owned enterprises in particular. Our affiliated entity,
ATA Online, is subject to laws and regulations governing the formation and conduct of domestic PRC companies. Relevant Chinese laws,
regulations and legal requirements may change frequently, and their interpretation and enforcement involve uncertainties. For example, we
may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract. However,
since Chinese administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms,
it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in
more developed legal systems. Such uncertainties, including the inability to enforce our contracts and intellectual property rights, could
materially and adversely affect our business and operations. In addition, confidentiality protections in China may not be as effective as in the
United States or other countries. Accordingly, we cannot
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predict the effect of future developments in the Chinese legal system, particularly with regard to the computer-based testing services sectors,
including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local
regulations by national laws. These uncertainties could limit the legal protections available to us and other foreign investors, including you.
Restrictions on currency exchange may limit our ability to utilize our revenues effectively and the ability of our Chinese subsidiaries
to obtain financing.
A substantial majority of our revenues and operating expenses are denominated in Renminbi. Restrictions on currency exchange imposed
by the Chinese government may limit our ability to utilize revenues generated in Renminbi to fund our business activities outside China, if
any, or expenditures denominated in foreign currencies. Under current Chinese regulations, Renminbi may be freely converted into foreign
currency for payments relating to “current account transactions,” which include among other things dividend payments and payments for the
import of goods and services, by complying with certain procedural requirements. Although the Renminbi has been fully convertible for
current account transactions since 1996, we cannot assure you that the relevant Chinese government authorities will not limit or eliminate our
ability to purchase and retain foreign currencies for current account transactions in the future.
Conversion of Renminbi into foreign currencies, and of foreign currencies into Renminbi, for payments relating to “capital account
transactions,” which principally include investments and loans, generally requires the approval of SAFE and other relevant Chinese
governmental authorities. Restrictions on the convertibility of the Renminbi for capital account transactions could affect the ability of our
Chinese subsidiaries to make investments overseas or to obtain foreign exchange through debt or equity financing, including by means of
loans or capital contributions from us.
Fluctuations in exchange rates could result in foreign currency exchange losses.
Because substantially all of our revenues and expenditures are denominated in Renminbi, fluctuations in the exchange rate between the
U.S. dollar and Renminbi will affect our balance sheet and earnings per share in U.S. dollars. In addition, appreciation or depreciation in the
value of the Renminbi relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any
underlying change in our business or results of operations. Fluctuations in the exchange rate will also affect the relative value of any dividend
we issue that will be exchanged into U.S. dollars and earnings from and the value of any U.S. dollar-denominated investments we make in
the future.
The value of the Renminbi against the U.S. dollar and other currencies is affected by, among other things, changes in China’s political and
economic conditions and China’s foreign exchange policies. On July 21, 2005, the PRC government changed its decade-old policy of
pegging the value of the Renminbi to the U.S. dollar. However, the People’s Bank of China regularly intervenes in the foreign exchange
market to limit fluctuations in Renminbi exchange rates and achieve policy goals. Following the removal of the U.S. dollar peg, the Renminbi
appreciated more than 20% against the U.S. dollar over the following three years. Since reaching a high against the U.S. dollar in July 2008,
however, the Renminbi has traded within a narrow range against the U.S. dollar. On June 19, 2010, the People’s Bank of China announced
the removal of the de facto peg. Following this announcement, the Renminbi appreciated from 6.7968 Renminbi per U.S. dollar on June 21,
2010 to 6.7709 Renminbi per U.S. dollar on July 2, 2010.
Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not
entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter
into hedging transactions in the future, the availability
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and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our exposure at all. In addition,
our currency exchange losses may be magnified by Chinese exchange control regulations that restrict our ability to convert Renminbi into
foreign currency.
Any future outbreak of severe acute respiratory syndrome or avian flu in China, or similar adverse public health developments, may
disrupt our business and operations.
Our business and operations could be materially and adversely affected by the outbreak of avian influenza, severe acute respiratory
syndrome, or SARS, or other similar adverse public health development. In recent years, there have been reports on the occurrences of avian
influenza in various parts of China and neighboring countries, including a few confirmed human cases. China reported the occurrence of a
number of cases of H1N1 virus in China related to the global outbreak of H1N1 that began in the first half of 2009. Any prolonged
recurrence of an adverse public health development may result in health or other government authorities requiring the closure of our offices
or the offices of our clients, or the cancellation of exams or classes to avoid students and others from congregating in closed spaces. Such
occurrences would disrupt our business operations and adversely affect our results of operations. We have not adopted any written
preventive measures or contingency plans to combat any future outbreak of avian flu, SARS or any other epidemic.
Risks Relating to Our ADSs
Our ADS price and the ADS or stock prices of other companies with business operations primarily in China have fluctuated widely
in recent years, which could result in substantial losses to investors.
The trading prices of our ADSs are volatile, and this volatility may continue. For instance, between April 1, 2009 and July 2, 2010, our
ADS price as reported on Nasdaq ranged between a low of $2.72 and a high of $12.20. Numerous factors that are beyond our control may
cause the market price of our ADSs to fluctuate significantly. In particular, the performance and fluctuation of the market prices of other
technology companies with business operations mainly in China that have listed their securities in the United States may affect the volatility
in the price of and trading volumes for our ADSs. In recent years, a number of Chinese companies have listed their securities, or are in the
process of preparing for listing their securities, on U.S. stock markets. Some of these companies have experienced significant volatility,
including significant price declines in connection with their initial public offerings. The trading performances of these Chinese companies’
securities at the time of or after their offerings may affect the overall investor sentiment towards Chinese companies listed in the United
States and consequently may impact the trading performance of our ADSs. These broad market and industry factors may significantly affect
the market price and volatility of our ADSs, regardless of our actual operating performance.
In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile for specific business
reasons. Factors such as variations in our revenues, earnings and cash flow, announcements of new investments, cooperation arrangements
or acquisitions, and fluctuations in market prices for our services could cause the market price for our ADSs to change substantially. Any of
these factors may result in large and sudden changes in the volume and price at which our ADSs will trade. We cannot give any assurance
that these factors will not occur in the future.
Although publicly traded, the trading market in our ADSs has been substantially less liquid than the ADSs or stock of many
companies quoted on the Nasdaq Global Market, and this low trading volume may adversely affect the price of our ADSs.
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Although our ADSs are traded on the Nasdaq Global Market, the trading volume of our ADSs has generally been very low. Reported
average daily trading volume in our ADSs for the three-month period ended July 2, 2010 was approximately 10,442 ADSs. Limited trading
volume will subject our ADSs to greater price volatility and may make it difficult for our shareholders to sell their ADSs at a price that is
attractive to them.
The sale or availability for sale of substantial amounts of our ADSs could adversely affect their market price.
Sales of substantial amounts of our ADSs in the public market or the perception that these sales could occur, could adversely affect the
market price of our ADSs and could materially impair our future ability to raise capital through offerings of our ADSs.
As of July 2, 2010, there are 44,441,762 common shares outstanding. In addition, there were outstanding options to purchase an
aggregate of 3, 389,902 common shares, including options to purchase an aggregate of 3,029,485 common shares immediately exercisable as
of July 2, 2010. All of the ADSs sold in our initial public offering are freely tradable without restriction or further registration under the U.S.
Securities Act of 1933, or the Securities Act, unless held by our “affiliates” as that term is defined in Rule 144 under the Securities Act.
Subject to applicable restrictions and limitations under Rule 144 of the Securities Act of 1933, all of our shares outstanding as of the date of
this annual report eligible for sale in the public market. In addition, the common shares subject to options for the purchase of our common
shares will become eligible for sale in the public market to the extent permitted by the provisions of various vesting agreements, the lock-up
agreements described below and Rules 144 and 701 under the Securities Act of 1933. If these additional shares are sold, or if it is perceived
that they will be sold in the public market, the trading price of our common shares could decline.
A significant percentage of our outstanding common shares are held by a small number of our existing shareholders, and these
shareholders may have significantly greater influence on us and our corporate actions by nature of the size of their shareholdings
relative to our public shareholders.
Four of our existing shareholders, Kevin Xiaofeng Ma, Lijun Mai, Walter Lin Wang and SB Asia Investment Fund II L.P., beneficially
own, collectively, approximately 65.3% of our outstanding common shares as of July 2, 2010. Each of these shareholders is an affiliate
within the meaning of the Securities Act, due to the size of their respective shareholdings in us. SB Asia Investment Fund II L.P. has one
board representative on our five-director board, and beneficially owns approximately 34.1% of our outstanding common shares as of July 2,
2010. Accordingly, these shareholders have had, and may continue to have, significant influence in determining the outcome of any corporate
transaction or other matter submitted to the shareholders for approval, including mergers, consolidations and the sale of all or substantially all
of our assets, election of directors and other significant corporate actions. In addition, without the consent of these shareholders, we could be
prevented from entering into transactions that could be beneficial to us.
Anti-takeover provisions in our organizational documents may discourage our acquisition by a third party, which could limit your
opportunity to sell your shares at a premium.
Our amended and restated memorandum and articles of association include provisions that could limit the ability of others to acquire
control of us, modify our structure or cause us to engage in change of control transactions, including, among other things, the following:
•
provisions that restrict the ability of our shareholders to call meetings and to propose special matters for consideration at shareholder
meetings; and
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•
provisions that authorize our board of directors, without action by our shareholders, to issue preferred shares and to issue additional
common shares, including common shares represented by ADSs.
These provisions could have the effect of depriving you of an opportunity to sell your ADSs at a premium over prevailing market prices
by discouraging third parties from seeking to acquire control of us in a tender offer or similar transactions.
The voting rights of holders of ADSs must be exercised in accordance with the terms of the deposit agreement, the ADRs, and the
procedures established by the depositary. The process of voting through the depositary may involve delays that limit the time available to
you to consider proposed shareholders’ actions and also may restrict your ability to subsequently revise your voting instructions.
A holder of ADSs may exercise its voting rights with respect to the underlying common shares only in accordance with the provisions of
the deposit agreement and the ADRs. We do not recognize holders of ADSs representing our common shares as our shareholders, and
instead we recognize the ADS depositary as our shareholder.
When the depositary receives from us notice of any shareholders meeting, it will distribute the information in the meeting notice and any
proxy solicitation materials to you. The depositary will determine the record date for distributing these materials, and only ADS holders
registered with the depositary on that record date will, subject to applicable laws, be entitled to instruct the depositary to vote the underlying
common shares. The depositary will also determine and inform you of the manner for you to give your voting instructions, including
instructions to give discretionary proxies to a person designated by us. Upon receipt of voting instructions of a holder of ADSs, the
depositary will endeavor to vote the underlying common shares in accordance with these instructions. You may not receive sufficient notice
of a shareholders’ meeting for you to withdraw your common shares and cast your vote with respect to any proposed resolution, as a holder
of our common shares. In addition, the depositary and its agents may not be able to send materials relating to the meeting and voting
instruction forms to you, or to carry out your voting instructions, in a timely manner. We cannot assure you that you will receive the voting
materials in time to ensure that you can instruct the depositary to vote your shares. The additional time required for the depositary to receive
from us and distribute to you meeting notices and materials, and for you to give voting instructions to the depositary with respect to the
underlying common shares, will result in your having less time to consider meeting notices and materials than holders of common shares
who receive such notices and materials directly from us and who vote their common shares directly. If you have given your voting
instructions to the depositary and subsequently decide to change those instructions, you may not be able to do so in time for the depositary to
vote in accordance with your revised instructions. The depositary and its agents will not be responsible for any failure to carry out any
instructions to vote, for the manner in which any vote is cast or for the effect of any such vote.
Except in limited circumstances, the depositary for our ADSs will give us a discretionary proxy to vote our common shares
underlying your ADSs if you do not vote at shareholders’ meetings, which could adversely affect your interests.
Under the deposit agreement for the ADSs, the depositary will give us a discretionary proxy to vote our common shares underlying your
ADSs at shareholders’ meetings if you do not vote, unless we notify the depositary that:
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•
•
•
we do not wish to receive a discretionary proxy;
we think there is substantial shareholder opposition to the particular question; or
we think the subject of the particular question would have a material adverse impact on our shareholders.
The effect of this discretionary proxy is that, absent the situations described above, you cannot prevent our common shares underlying
your ADSs from being voted and it may make it more difficult for shareholders to influence the management of our company. Holders of
our common shares are not subject to this discretionary proxy.
You may not receive distributions on our common shares or any value for them if such distribution is illegal or if any required
government approval cannot be obtained in order to make such distribution available to you.
The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian for our ADSs receives
on our common shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion
to the number of our common shares your ADSs represent. However, the depositary is not responsible to make a distribution available to
any holders of ADSs if it decides that it is unlawful to make such distribution. For example, it would be unlawful to make a distribution to a
holder of ADSs if it consisted of securities that required registration under the Securities Act but that were not properly registered or
distributed pursuant to an applicable exemption from registration. The depositary is not responsible for making a distribution available to any
holders of ADSs if any government approval or registration required for such distribution cannot be obtained after reasonable efforts made
by the depositary. We have no obligation to take any other action to permit the distribution of our ADSs, common shares, rights or anything
else to holders of our ADSs. This means that you may not receive the distributions we make on our common shares or any value for them if
it is unlawful or unreasonable from a regulatory perspective for us to make them available to you. These restrictions may have a material
adverse effect on the value of your ADSs.
You may be subject to limitations on transfer of your ADSs.
Your ADSs represented by ADRs are transferable on the books of the depositary. However, the depositary may close its books at any
time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from
time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the
depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in
emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs
generally when the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any
requirement of law or any government or government body, or under any provision of the deposit agreement, or for any other reason.
We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under
Cayman Islands law than under U.S. federal or state laws, you may have less protection of your shareholder rights than you would
under U.S. federal or state laws.
Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Cayman Islands Companies
Law and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority
shareholders and the fiduciary responsibilities of our directors to
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us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman
Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which
has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities
of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some
jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. In
addition, some jurisdictions, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman
Islands. As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken
by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company.
Certain judgments obtained against us by our shareholders may not be enforceable.
We are a Cayman Islands company and substantially all of our assets are located outside of the United States. Nearly all of our current
operations are conducted in China. In addition, most of our directors and officers are nationals and residents of countries other than the
United States. A substantial portion of the assets of these persons are located outside the United States. As a result, it may be difficult for
you to effect service of process within the United States upon these persons. It may also be difficult for you to enforce in U.S. court
judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and
directors, none of whom is resident in the United States and the substantial majority of whose assets is located outside of the United States.
In addition, there is uncertainty as to whether the courts of the Cayman Islands or China would recognize or enforce judgments of U.S.
courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. In
addition, there is uncertainty as to whether such Cayman Islands or Chinese courts would be competent to hear original actions brought in
the Cayman Islands or China against us or such persons predicated upon the securities laws of the United States or any state.
Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings.
We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make
rights available to you in the United States unless we register the rights and the securities to which the rights relate under the Securities Act
or an exemption from the registration requirements is available. We are under no obligation to file a registration statement with respect to any
such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to
establish an exemption from registration under the Securities Act. Accordingly, you may be unable to participate in our rights offerings and
may experience dilution in your holdings.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
Our predecessor company, American Testing Authority, Inc., a New York company, began operations in 1999, and in that same year
established ATA Testing Authority (Beijing) Limited, or ATA Testing, as a wholly owned subsidiary in China. In November 2001 our
founders established ATA Testing Authority (Holdings) Limited, or ATA BVI, in the British Virgin Islands. The following year American
Testing Authority, Inc. merged into ATA BVI and ATA BVI became our holding company.
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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. Initially, we held a 40% equity interest
in ATA Learning. In May 2005, we acquired Yinchuan Holding’s 60% equity interest and converted ATA Learning into a wholly owned
subsidiary 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 in November 2006 when it issued shares to the existing shareholders of ATA BVI in exchange for all of the outstanding shares of
ATA BVI.
ATA Learning (Wuxi) Inc., or ATA Wuxi was established in January 2008, as a subsidiary of ATA Learning to operate our pre-
occupational training programs business.
In February 2009, we completed the acquisition of the entire equity interest of Beijing Jindixin Software Technology Company Limited,
or Beijing JDX, and JDX Holdings Limited, or JDX BVI, which are related companies incorporated in China and the British Virgin Islands,
respectively, engaged in the development and marketing of software for computer-based tests. JDX BVI was dissolved in October 2009.
For additional information on our organizational structure, see Item 4.C. “Organizational Structure.”
Our principal executive offices are located at 8th Floor, Tower E, 6 Gongyuan West Street, Jian Guo Men Nei, Beijing 100005, People’s
Republic of China, and our telephone number is (86-10) 6518-1122. Our web site address is http://www.ata.net.cn. The information on our
web site does not form a part of this annual report. On February 1, 2008, we completed our initial public offering, which involved the sale by
us of 4,874,012 of our ADSs, representing 9,748,024 of our common shares. Our agent for service of process in the United States in CT
Corporation System, located at 111 Eight Avenue, New York, New York 10011.
B. Business overview
Overview
We believe that we are the leading provider of computer-based testing services in China. We offer comprehensive services for the creation
and delivery of computer-based tests utilizing our nation-wide test delivery platform, proprietary testing technologies and extensive
experience providing testing services in China. Our computer-based testing services are used for professional licensure and certification tests
in various industries, including IT services, banking, securities, teaching and insurance. Our computer-based testing services clients
principally include professional associations, such as the Securities Association of China, China Banking Association and China Futures
Association, and Chinese governmental agencies, including the PRC Ministry of Human Resources and Social Security.
Our test center network, which we believe is the largest test center network of any commercial testing service provider in China,
comprised 1,988 authorized test centers located throughout China as of March 31, 2010. Combined with our test delivery technologies, this
network allows our clients to administer large-scale nationwide computer-based and paper-based tests in a consistent, secure and cost-
effective manner. From our inception in 1999 through March 31, 2010, we have delivered over 35 million tests, including approximately
10 million free tests for business development purposes. Over the course of two days on May 22 and May 23, 2010, we delivered tests to
more than 630,000 test takers for the Securities Association of China, demonstrating our ability to administer computer-based tests across the
country on a massive scale through our nationwide test delivery platform. During the fiscal year ended March 31, 2010, approximately
5.8 million tests were delivered
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using our computer-based testing technologies and services.
Our proprietary computer-based testing technologies include our E-testing platform for delivering computer-based tests and our content
creation and management technologies. Our E-testing platform is composed of a set of self-developed tools and applications for facilitating
the computer-based testing process, and is capable of handling large-scale tests and quickly and securely transmitting, processing and storing
large amounts of data. Our self-developed test content creation and management technologies include our Dynamic Simulation Technology,
an advanced performance-based testing technology which leading IT certification sponsors, including Microsoft, have adopted for their
computer-simulated tests given around the world. We have also developed content creation technologies for the conversion of paper-based
tests into computer-based formats.
Leveraging our testing platform, technologies and expertise, we have expanded our service offerings beyond our core computer-based
testing services to include test-focused services targeted at educational institutions, students and companies in China. Our career-oriented
educational course programs, which we market to educational institutions in China, help prepare students to pass certification exams in the IT
industry and other vocations. We also offer targeted test preparation and training solutions for certain professional licensure and certification
tests in the securities and teaching industries. ATA Online has launched online test preparation Internet web sites in coordination with the
Securities Association of China and the China Banking Association to help candidates across China prepare for these organizations’
professional licensure and certification tests, which are delivered through our test delivery platform. In March 2009, we launched HR Select,
our self-developed online system that utilizes our proprietary software and a large inventory of test titles to assist companies in streamlining
and optimizing their employee selection and assessment processes. HR Select offers tools for filtering and categorizing employee candidates,
testing candidates and analyzing the test results. Since March 2009, we have been the exclusive agent for delivering the Test of English for
International Communication, or TOEIC, in China. In September 2008, we entered into a business partnership with the PRC Ministry of
Education to develop and provide online tutorials to students enrolled in Cambridge ESOL’s “Cambridge Young Learners English”
programs in China.
Our total net revenues have increased from RMB172.1 million in the fiscal year ended March 31, 2008 to RMB217.5 million in the fiscal
year ended March 31, 2009 and RMB245.0 million ($35.9 million) in the fiscal year ended March 31, 2010. We had net income of
RMB20.2 million and RMB22.8 million in the fiscal years ended March 31, 2008 and 2009, respectively, and net loss of RMB35.3 million
($5.2 million) in the fiscal year ended March 31, 2010.
Our Test Delivery Platform and Technologies
We offer our clients a comprehensive platform and suite of technologies for the development and delivery of computer-based tests. Our
E-testing platform integrates all aspects of the test delivery process for computer-based tests, from test form compilation to test scoring and
results analysis. Our test delivery services are further enhanced by our nation-wide network of test centers, which allows us to deliver both
computer-based and paper-based tests on a large scale in a consistent, secure and cost-effective manner. We also offer our clients advanced
technologies and software applications for the creation of sophisticated computer-based tests, including advanced performance-based tests.
By combining our advanced test content creation technologies with our test delivery platform and network of test centers, we can offer our
clients a comprehensive and integrated solution to enhance the effectiveness of the entire testing process, as shown in the following diagram.
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Our E-Testing Platform
Our E-testing platform incorporates a number of technologies and protocols designed to ensure the stable, cost-effective, secure, accurate,
fast and easy-to-manage delivery of computer-based tests on a large scale. It is flexible and is easily customized for many types of test
content and the specific requirements of the test sponsor. Tests delivered through our E-testing platform may be conducted at our ATA
authorized test centers or at other locations at the test sponsor’s discretion. Our E-testing platform is composed of a set of tools and
applications for facilitating the computer-based testing process, including a network sub-system for managing and transferring test content,
test taker information and test results data in a secure and efficient manner. Our E-testing platform software applications are designed to
handle large-scale testing environments and are capable of transmitting, receiving, processing and storing large amounts of information in a
short time span. We currently have the capability to deliver more than 1,000,000 tests per day using our 30 servers, which can be increased
to enlarge capacity. We periodically upgrade our equipment and software applications to handle increasing testing volume as required.
Our ATA Authorized Test Center Network
To help our clients reach a broad base of test takers, we have established a large network of authorized test centers across China and in
Hong Kong, which we refer to as our ATA authorized test centers. As of March 31, 2010, we had contractual relationships with 1,988 ATA
authorized test centers, of which 1,400 had hosted tests delivered through our testing platform during the preceding 24-month period. 1,409
of our authorized test centers possess the right to use our “ATA” brand name and logo. Our network of ATA authorized test centers
provides the means for delivering and administering tests nationally both simultaneously and on a regularly scheduled basis under consistent
and secure testing conditions.
The following map shows the geographic distribution of our ATA authorized test centers as of March 31, 2010:
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We do not own any of our ATA authorized test centers but instead enter into a standard form of contract with qualified independent
operators to act as ATA authorized test centers. Most of our ATA authorized test centers are owned by Chinese vocational schools, which
we believe enhances the quality and dependability of the centers. Under our contracts with the test centers, we license our ATA E-testing
platform technology and provide ongoing technical support and training during the contract period. We require each test center to provide
sufficient facilities to properly administer computer-based tests and to follow prescribed guidelines for facility maintenance and test
administration. We also conduct regular reviews of their facilities and operations. We assist our clients in liaising and coordinating testing
arrangements with our ATA authorized test centers.
Our ATA authorized test centers are divided into general test centers, which offer a wide range of tests and have the right to use our
“ATA” brand name and logo, and special test centers, such as Microsoft Learning Centers, with which we enter into contracts to carry out
specific tests for specific test sponsor clients. We receive license fees from our test center operators in the form of either a single initial
license fee or a combination of initial license fee and annual continuing license fees. Under either fee arrangement, our licensees can extend
their licensing agreement with us indefinitely.
Our Test Content Creation and Management Technologies
We offer our clients advanced technologies and software applications for the creation of sophisticated computer-based tests, including
advanced performance-based tests.
Our Dynamic Simulation Technology is a performance-based testing technology that provides the format for creating, illustrating, running
and scoring tests in a virtual computer environment that accurately and realistically simulates the operating environment and functions of the
software applications being tested without requiring the installation or use of those applications. Our Dynamic Simulation Technology is
designed to provide maximum
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interactivity and allow the test taker to go down multi-level testing paths where each response will lead the test taker to a different set of
questions and problems. The current version of Dynamic Simulation Technology, version 5.0, is an interpreter-based simulation technology,
which represents our fifth generation of simulation testing technologies, as shown in the table below:
Interpreter-based simulation offers high flexibility, adaptability to most applications, low disk space usage and short lead times for
developing new tests once the system is in place. Based on feedback from our clients, we believe we are the only company in the world that
has developed and is marketing interpreter-based simulation technology for testing and educational use. For this reason, we believe our
Dynamic Simulation Technology is the world’s leading technology for the creation and illustration of performance-based tests through
simulation.
We have also developed two non-simulation testing technologies: Real Environment Technology and ATA Markup Language. Our Real
Environment Technology is used for creating, illustrating and running performance-based tests and learning exercises that operate within the
actual operating system or software application being tested. We have also developed our ATA Markup Language for the creation and
illustration of knowledge-based test items that require the test taker to respond to specific questions in a traditional question-and-answer
format. While less sophisticated than our performance-based testing technologies, ATA Markup Language remains a key technology for our
large base of clients who contract with us for the conversion of paper-based tests to computer-based tests. In addition, many performance-
based tests also include traditional multiple-choice questions created and run using our ATA Markup Language and related software
applications.
We have developed test item authoring tool applications for our Dynamic Simulation Technology, Real Environment Technology and
ATA Markup Language. We have also developed other authoring tools, such as user interface cloning and translation software, for
increasing the efficiency of the test content creation and revision process. To meet individual client needs, we have developed test engine
applications for integrating tests using our testing technologies on multiple testing platforms. For instance, we have developed test engine
applications that allow running Dynamic Simulation Technology tests on our own test delivery platform, on Microsoft’s test port and on
other test platforms. Our Dynamic Simulation Technology features full internationalization. Currently content of over eight languages have
been delivered through this technology around the world.
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All of our computer-based testing technologies have been developed in-house, and none incorporates any third-party intellectual property.
In addition to incorporating our technologies into our test service offerings, we also directly generate revenue from our Dynamic
Simulation Technology and related simulation authoring tools by licensing them to international IT certification sponsors, such as Microsoft,
and third-party test preparation companies for the creation of test items and test preparation course exercise items for Microsoft Learning
Products, including Microsoft Certified Professional Exams, delivered to students and test takers all over the world.
Our Service Offerings
Testing Development and Delivery Services
Computer-based test creation, delivery and analysis services. Our test delivery platform and technologies allow us to offer our clients a
comprehensive set of services for the creation, delivery and analysis of computer-based tests as well as logistical services such as test
registration, scheduling and fee collection. We have assisted our clients in creating and delivering a wide range of computer-based tests,
including:
•
•
licensure tests administered by governmental agencies that test the competence of candidates for positions with various governmental
agencies or for certain types of jobs, and public exams administered by provincial-level human resources bureaus;
professional association or qualifications tests required by governmental agencies or industry associations that test the competence of
individuals who operate in certain industries that require technical expertise and which carry professional titles, such as:
ο the Certification of China Banking Professionals Exam, designed and administered by the China Banking Association under
the supervision of the China Banking Regulatory Commission;
ο the Qualifications Exam for Individuals Engaged in the Securities Industry, designed and administered by the Securities
Association of China under the supervision of the China Securities Regulatory Commission;
ο the Insurance Agent Qualifications Exam, designed and administered by the Insurance Association of China under the
supervision of the China Insurance Regulatory Commission;
ο IT vendor tests that assess the technical skills and competence of IT professionals in relation to specific types of IT
applications, computer operating systems or other IT skill sets, and that allow test takers to obtain a professional license or
certification in a specific subject area, job title or career path; and
ο enterprise assessment tests that various enterprises use for recruitment and internal personnel assessment purposes.
Utilizing our computer-based test content creation technologies, we assist our clients in developing sophisticated computer-based tests,
including performance-based tests. Creation of effective and user-friendly computer-based tests involves a multi-step process, including:
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•
•
•
•
•
Test design. Our content development consultants work together with the client to determine the test purpose, intended audience, test
objectives and required competency level to formulate an overall test outline. We then arrange for the client to work with our subject
matter experts, or to engage outside subject matter experts with specific experience in the subject area, to work with us on the scope
of knowledge covered by the test and to design and author specific testing items for required knowledge points.
Test item authoring. Based on the test outline and using our advanced test engine technologies, we work together with subject matter
experts to create test items designed to determine a test taker’s proficiency and speed in solving both practical and conceptual
problems. The test items are designed to support immediate test scoring and results analysis. Test items generally fall into two types:
multiple-choice items and performance-based items. Once all of the test items have been created, our content development consultants
and subject matter experts commence a review to ensure the validity of each test item, clarity of language and overall quality. All of
the test items are deposited in a master test item pool.
Test form and item bank construction. Once the test items are ready, we set test item parameters to be used for building up test item
banks to enable test forms to be formulated. Test forms with equal level of difficulty are generated through random item selection
from the test item bank based on the pre-defined blueprint of the test to ensure fairness across test forms.
Final user acceptance beta test. Before publication, the test undergoes a final user acceptance beta test during which volunteer test
takers take the test and provide feedback. Based on the test results from the beta test, we are able to evaluate the efficacy of the test,
eliminate problematic test items and otherwise fine tune the test items to ensure quality.
Continuous upgrades through analysis and user feedback. As we deliver tests in real-world environments, we monitor and analyze
the quality and adequacy of the test content and make upgrades as we develop or adopt new technologies and techniques. We also
communicate with test users and collect feedback from the test sponsors and test takers to ensure that desired improvements are made
in a timely manner.
Depending on the client’s needs, we can perform some or all of the above steps for each client. For example, in some cases, clients may
have already created all of the test items and may only require us to build the test using our ATA E-testing platform. Computer-based tests
can also be designed for delivery as on-going tests, which can be taken by the test taker at any time at his or her choice, for example by
downloading the test from the client’s web site, or as regularly scheduled tests, which must be taken by test takers at a specified time with
advanced scheduling required.
Our computer-based testing delivery services generally include the following, subject to the test sponsor’s specific needs:
•
•
•
installing our ATA E-testing platform on the client’s computer system to assist with centralizing administrative matters relating to the
test or, in the case of repeat clients, upgrading the existing platform as necessary, for new tests;
providing technical support throughout the testing process;
uploading test information and performing test rehearsals and final testing environment control; and
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•
processing test scores, summarizing and analyzing test scores and results.
We also offer a number of logistical support services relating to test administration that we incorporate into the licensing fee for our test
delivery platform based on a client’s individual needs. These support services include:
•
•
•
•
•
managing test taker registration and scheduling;
managing test taker fee collection;
arranging test stations and pre-test training of staff at each ATA authorized test center;
providing test data management, such as test score publishing; and
preparing and delivering certificates for test takers who have passed the test sponsor certification requirements.
We usually offer test content creation services and test delivery services as an integrated package and collect a fixed fee per test per test
taker. The fee we charge depends on the length and complexity of the test, the amount of effort it takes to transform the testing content into a
computer-based test format and other factors in the test development and administration process, such as security levels and the amount of
logistical services provided.
Distribution and administration of TOEIC exams in China. Since March 2009, we have been the exclusive distributor and test
administrator of TOEIC exams in China, which are operated by ETS, the world’s largest educational research and assessment organization.
Originally designed in 1979 by ETS for governmental agencies and corporations, TOEIC measures the ability of non-native speakers of
English to communicate in English in the workplace. According to ETS, the TOEIC exam has been used by over 5,000 organizations around
the world in more than 60 countries, with more than five million TOEIC exams administered around the world each year. TOEIC has
become the top professional English language assessment tool in the world, according to ETS.
TOEIC tests include large-scale tests open to the general public for a set fee as well as on-demand tests given for specific enterprises or
organizations. We administered our first TOEIC exam in March 2009, in which 3,909 exam takers participated in three cities across China.
During the fiscal year ended March 31, 2010, we administered over 83,000 TOEIC exams across China. We collect a per-test taker fee for
each test delivered. TOEIC exams in China are currently only delivered in a paper-based format. However, we are undergoing feasibility
studies with ETS to develop computer-based TOEIC exams to be delivered in China in the future through our ATA authorized test center
network.
Career-Oriented Educational Services
Our career-oriented educational services include single course programs, degree major course programs and pre-occupational training
programs focusing on preparing students to pass IT and other vocational certification tests. We market these educational services to
universities and vocational schools throughout China to provide to their students. These course programs package the testing and certification
component of our testing services with licensed content to provide an integrated learning and assessment solution. Many of the tests
contained in our course programs have incorporated our advanced performance-based testing technologies to
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encourage hands-on real-world interactive learning experiences.
Our educational services allow academic institutions to provide more career-oriented content and practical skills to assist their students in
more easily securing employment. At the same time, our educational services are attractive to IT vendors and other certification providers as
they help to increase the market prevalence and acceptance of the software applications and technologies taught in the course program by
“hooking” students onto those technologies and by motivating employers to adopt the technologies due to the larger talent pool proficient in
operating them.
Single course programs. Each single course program we offer is typically centered on a specific type of computer software application or
other technology that requires significant training and practice to master and for which certification is offered. We work closely with both the
certification providers, which are usually well-known IT vendors, and the academic institutions to ensure the course and final exam content
fully satisfies all of their respective requirements and maximizes the student’s learning experience. Upon successful completion of the course
work and related computer-based examination, the student will obtain a qualification certification from the IT vendor or other certification
provider as well as academic credit from the student’s school. We generally provide the following services to the academic institution as part
of our course programs:
•
•
•
•
•
•
•
installing the ATA E-testing platform on the school’s computer system or, in the case of a renewal of the course license, performing
an upgrade of the existing platform for the new course;
at the beginning of each course period, providing students and teachers with course materials, which include textbooks, compact
disks, visual lab equipment, slides, flash video case studies and exercise items;
during the course period, providing ongoing support relating to the course and test software and the course materials, such as content
updates, software upgrades, telephone support for teachers and students, online support including downloadable teaching guides,
articles by well-known instructors and sample test materials available at our web site;
at the end of each course period, uploading authorization information to permit the school to administer the final exam;
delivering a second exam at no extra charge to each enrolled student who fails the final exam on the first try;
on request and subject to additional fees, providing training sessions for course teachers during the summer or winter holidays for a
separate fee charged to the schools, which we record as training revenue; and
where necessary, preparing and delivering certificates for test takers who have passed the test certification requirement.
We charge educational institutions a fixed fee for these services on a per-student, per-course basis based on our perceived market value of
the certification to be awarded to the student at the completion of the course.
Degree major course programs. Our degree major course programs are designed to help graduates prepare for particular types of jobs
and career paths. These programs are essentially combinations of multiple single course programs designed to help students acquire a cluster
of skill sets. Generally, the entire degree major course program can be completed within two to three years and comprises all courses
necessary for the student’s college major. We provide substantially the same support and other services as we provide for single course
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programs.
Pre-occupational training programs. Vocational school students in China are generally required to spend one semester prior to
graduation in an internship. However, many student’s have difficulty finding quality internships that provide the opportunity to hone
practical skills prior to entering the job market. To provide these students with more alternatives, we have worked with vocational schools
and our IT vendor clients to develop pre-occupational training programs to help meet the internship requirement. These programs provide
students with a simulated internship environment replicating what these students would experience in an actual internship and that are
designed to prepare students for actual job positions. A typical pre-occupational training program will last two to three months. Software
applications using our performance-based testing technology help guide and monitor the student’s progress in completing the required tasks
and are able to provide constant feedback to enhance the learning experience and improve the student’s performance. Our pre-occupational
training programs are offered principally to students enrolled in schools offering our course programs and are particularly well-suited for
students taking one of our degree major course programs.
Test Preparation and Training Solutions
In late 2006, we began offering test preparation and training solutions by integrating our testing and assessment technologies with test
preparation content targeted at professional licensure and certification tests in China. Building on our established reputation in, and in-depth
understanding of, the Chinese market for professional licensure and certification tests in the securities, futures, banking, insurance and
teaching industries, we began offering test preparation and training programs and services to test candidates preparing to take professional
certification tests in these industries.
Online test preparation and training platform for the securities and banking industries. Leveraging the increased scale of ATA-delivered
securities and banking professional licensure and certification tests, ATA Online has launched online test preparation Internet web sites in
coordination with the Securities Association of China to provide a flexible and scalable platform aimed at helping test candidates across
China to practice and prepare for professional licensure and certification tests delivered by ATA. Test preparation customers gain access to
Internet web sites that contain the latest test-related topics, preparation materials provided by the test sponsors and streaming video teaching
sessions and practice tests developed by ATA. A stored value card-based credit system allows each customer unlimited use of online mock
testing during a specified service period, which normally ranges from 90 to 180 days from the date of activation of the card. These cards are
sold directly to test candidates or to our test sponsor clients, who then distribute the stored value cards nationwide to interested test
candidates.
We plan to market similar test preparation and training web sites to our other test delivery clients to assist them in launching nationwide,
scalable and flexible test preparation and training programs.
NTET Tutorial Platform — test preparation software for the teaching industry. Since 2006, we have offered software comprising a
comprehensive set of training materials for preparing teachers for certification under the NTET test, which is conducted by China’s Ministry
of Education and delivered through our test delivery platform and test center network. This software package, which we refer to as our
NTET Tutorial Platform, is installed on a school’s computer system and offers teachers access to user-friendly and interactive tutorial
programs, practice questions and learning exercises through the school’s intranet. We have had only minimal sales of our NTET Tutorial
Platform software since October 2008 as a result of the delayed implementation of the national teachers’ licensure program.
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Cambridge ESOL Young Learners English online tutorials. In September 2008, we entered into a business partnership with the PRC
Ministry of Education to develop and provide online tutorials to students enrolled in Cambridge ESOL’s “Cambridge Young Learners
English” programs in China. The tutorials contain audio-visual study aids and practice items that we have developed in conjunction with the
Institute of Online Education of Beijing Foreign Studies University. We began earning revenues from these online tutorials in
September 2009.
HR Select Employee Assessment Solution
In March 2009, we launched our self-developed “HR Select” employee assessment solution. HR Select is an online system that utilizes
our proprietary software and a large inventory of test titles to help employers in China maximize the efficiency and accuracy of their
employee recruitment process. HR Select covers the entire employee selection process from resume filtering to talent assessment and skills
testing to test results analysis.
HR Select incorporates sophisticated database technologies for retaining and categorizing key candidate data, allowing human resource
managers to effectively and efficiently process and filter a large number of candidate resumes. More importantly, we believe HR Select’s
platform for testing, comparing and analyzing general, industry-specific and position-specific capabilities and skill-sets makes it a unique
offering in the market. Employers using HR Select can choose to adopt any of a multitude of evaluation parameters, including:
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General skills, including among others foreign language skills, software application skills, management skills, reading
comprehension ability and data processing skills;
Position-specific skills, including customized tests for IT, finance, management, customer service, administrative and sales positions;
and
Compatibility traits, which look at non-skills elements that indicate a candidate’s likelihood of success, such as personal values, self-
image, self-motivation and other personality traits.
HR Select leverages our computer-based testing technologies and expertise to allow employers to evaluate candidates on each of these
parameters and to analyze and categorize the results to make effective recruitment decisions. We have also leveraged our particular expertise
in certain industries where we have been delivering computer-based tests and educational services, including the IT and finance industries, to
provide targeted services to employer clients. HR Select currently offers tailored evaluation tests for 600 positions with over 260 evaluation
modules. For example, TOEIC and SHL assessment titles are available via the HR Select service to assess a candidate’s business English
skill and job aptitude respectively. Employers may adopt ready-made tests available in the HR Select system, or use their own self-developed
tests. If they use their own tests, they can choose to keep the test confidential or permit other HR Select clients to view the tests. By allowing
test content to be shared, we believe HR Select can facilitate standardization of recruitment criteria within industries. HR Select incorporates
our computer-based testing technologies to allow clients to deliver the evaluation tests online in a secure, accurate and easy-to-manage
manner.
Our current HR Select clients principally include large domestic and foreign-invested companies in highly skill-intensive industries such
as insurance and banking. During the fiscal year ended March 31, 2010, we entered into agreements with two large Chinese banks to provide
computer-based testing services incorporating our HR Select solution. We expect to market HR Select to the large and growing small and
medium enterprise market in China where recruitment resources are limited and where the consequences of poor hiring decisions are greater.
Pricing starts at a volume-limited annual subscription, with additional fees charged depending on
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volume, specific test titles utilized and whether ATA authorized test centers are used.
Data Storage and Security
One of the most important aspects of our computer-based testing services is ensuring the integrity and security of the test-taking process.
To accomplish this, we use multiple technologies and methods to ensure the security of test content, test results and other sensitive data used
or obtained in relation to our services.
We have developed and implemented the following technologies and measures to protect security throughout all stages of test
development and delivery:
Preparation and Storage of Test Items
To reduce the risks associated with potential unauthorized disclosure or misuse of test questions by ATA personnel during the process of
creating test item banks, we divide test item authoring and management tasks among multiple persons and limit each person’s access to the
test item content through the use of access permissions. Each test item author is only responsible for creating a limited amount of test item
content and is permitted access only to that content for which that person is responsible. As a result, no one has full access to the contents
beyond his or her scope of work. Test item bank managers receive limited permissions and are not given access to view the content of
individual test items. Moreover, our test item authoring and test item bank management tools record and track all access and modifications to
test items or the test item pool to detect any breaches to the security protocols. Once the test item banks are created, the content is encrypted
and stored on our secure central servers or the client’s servers. Our servers are located in a central machine room operated by one of the most
well-established server hosting service providers in China. These servers are protected by firewalls and stored using NetAppTM equipment,
which permits real-time back-up. We encrypt all test item banks using our self-developed encryption technologies, which prevent decryption
or reverse engineering through the use of electronic fingerprinting, anti-tracking and trapping technologies.
Creation of Test Forms and Transmission of Test Materials to the Test Site
Our software applications automatically compile individual test forms from the test item bank according to the test blueprint and pre-
arranged parameters. During this process, no access or viewing of the content of individual test items is permitted and all steps in the process
are digitally recorded. The encrypted test forms are delivered to the test site’s server either on hard disc or through a secure network,
generally one day before the day of the test. The relevant information on each test taker is separately transferred in encrypted format to the
test site via the Internet. A hardware dongle containing an encrypted time stamp is used to ensure that the test begins and ends on time. A
hardware dongle is a hardware device that must be inserted into the USB port of the test site’s central computer to decrypt and operate the
test content. We design our own hardware dongles, which incorporate ATA-owned integrated circuit technology, and outsource its
production to multiple factories in China. A decryption algorithm used along with the hardware dongle to complete decryption of test
materials and commence the test.
Conduct of the Test
We train all test center personnel on protocols and supervision techniques to be used during test time. Test center administrators confirm
test takers’ identities through photographs, fingerprints and other biometric data. We also issue to each test taker upon registration a
password that must be inputted on the test day to start the test. Once the test session has begun, software installed as part of each test tracks
all actions and operations taken during the test and records them on the test site central server in real time. The testing software prevents test
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takers from accessing any network during test time. When a test taker opens up a question, it is decrypted and displayed. To protect against
cheating, the order in which test answer choices appear is randomly generated with each answer choice encoded as a unique number and
letter chain. Immediately upon the test taker’s completion of each test item, the data recorded is re-encoded and re-encrypted.
Transmission, Reading and Storage of Test Results
In most instances, tests are scored on the test site server immediately following conclusion of the test and subsequently uploaded to our
central servers. All transferred data is encrypted and data code integrity is verified using MD5 and Hash technologies. Following scoring, we
store all test content and results on our firewall-protected central servers.
Intellectual Property
Intellectual property protections, including copyrights, trademarks and trade secrets are important to our success. We rely on copyright
and trademark law, trade secret protection and confidentiality agreements with our employees, clients, business partners and others to protect
our intellectual property rights. All of our senior management and engineering employees are required to sign agreements to acknowledge
that all inventions, trade secrets, works of authorship, innovations and other processes generated by them that relate to our business are our
property, and to assign to us any ownership rights in those works. Despite our efforts, it may be possible for third parties to obtain and use
our intellectual property without authorization.
We have registered 51 software copyrights relevant to our product and service offerings with the Copyright Protection Center of China.
Our “ATA” trademark has been registered with the China Trademark Office. As of March 31, 2010, we have also registered 97 domain
names relating to our web sites, including www.ata.net.cn, the primary URL for our web site, with the Internet Corporation for Assigned
Names and Numbers and the China Internet Network Information Center, a domain name registration service provider in China.
We have chosen not to obtain any patents for our testing technologies for a number of reasons. Principally, we believe it is the industry
norm in China not to obtain patents for technologies that are not in the form of hardware. The process for patenting technologies is
cumbersome and generally takes approximately 18 months or more, and due to the prevalence of intellectual property infringement and
relatively weak enforcement mechanisms in China, we believe the risks involved in obtaining a patent, which would be publicly accessible,
outweigh the potential benefits. Expertise underlying our testing technologies enjoys protection in China as trade secrets under China’s Anti-
Unfair Competition Law.
Clients
The quality and flexibility of our product and service offerings has attracted a broad base of clients. Our clients principally include
Chinese governmental agencies, professional associations, well-known IT vendors and Chinese educational institutions as well as individual
test preparation services consumers. The Securities Association of China and the China Banking Association accounted for 33.6% and
20.2%, respectively, of our total net revenues for the fiscal year ended March 31, 2010. No other client accounted for more than 10% of our
total net revenues for the fiscal year ended March 31, 2010.
As of March 31, 2010, we had 279 contracts with test sponsors for our computer-based testing services. For the fiscal year ended
March 31, 2010, our five largest computer-based testing services clients based on revenue
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were:
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the Securities Association of China, which has been designated by the China Securities Regulatory Commission as the sole
administrator of securities industry qualification tests in China;
the China Banking Association, which has been designated by the China Banking Regulatory Commission as the sole administrator
of banking industry qualification tests in China;
the Professional Skills Qualification Center of the PRC Ministry of Human Resources and Social Security;
the China Futures Association, which has been designated by the China Securities Regulatory Commission as the sole administrator
of futures industry qualification tests in China; and
Agricultural Bank of China.
These five clients represented an aggregate of 63.9% of our total net revenues for the fiscal year ended March 31, 2010.
During the fiscal year ended March 31, 2010, 180 Chinese educational institutions were offering our course programs, of which 120
were offering our degree major course programs and 80 were offering our single course programs.
Sales and Business Development
Our sales and business development department, primarily composed of members of our senior management and professional sales team,
is responsible for identifying and developing new markets and client opportunities for our product and service offerings. For our computer-
based testing services, we target key governmental agencies, professional associations, enterprises and other potential clients to help them
develop standardized certification, qualification or assessment policies. Once we have identified a potential client, we generally submit an
initial proposal outlining the services we can provide based on our analysis of their test-related needs. We may develop and conduct trial tests
tailored to the client’s needs based on the terms of a memorandum of understanding signed with the client. We generally enter into a final
contract with the client only after successful completion of the trial tests. During the entire selling cycle, we also actively seek opportunities to
cross-sell and up-sell our services, including test preparation services and ancillary testing services to the client. The following diagram
illustrates the key stages in our testing services business development process.
Marketing
To generate demand and market awareness, we engage in a variety of marketing activities to promote our product and service offerings.
We host and invite potential clients, such as key governmental agencies and governing bodies, to industry conferences on topics such as the
development of computer-based testing technologies. We also attend conferences and trade shows to demonstrate and promote our
technologies and
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product and service offerings. We conduct marketing for our career-oriented educational services through promotional activities in
cooperation with local governmental departments and educational institutions and through our local sales agents. Our on-campus marketing
activities include promoting the IT vendors’ certification tests together with our course programs and other career-oriented educational
services, while linking both to our “ATA” brand name, through prominently placed marketing materials like posters and other advertising
means. We promote wider recognition of our “ATA” brand by placing our logo prominently outside ATA authorized test centers and in test
and course program materials. We are also developing joint marketing efforts with certain independent operators of our ATA authorized test
centers. In connection with our launch of HR Select and distribution of TOEIC, we have redirected most of our educational services sales
and marketing efforts since March 2009 to design and operate marketing efforts toward private enterprises. We have launched advertising
campaigns across all major resume service providers’ web sites in China to market HR Select and TOEIC.
Competition
In the computer-based testing services market, we compete primarily on the basis of technology, price, management experience and
established infrastructure. We believe our overall testing services and technologies, along with our nationwide test center network, provide us
with a competitive advantage. We believe we are currently the market leader in computer-based testing services in China due to the
combination of our experience in and familiarity with the China computer-based testing services market, our advanced technology, our large
nationwide network of test centers, our established relationships with key test sponsors and governmental agencies and our competitive cost
levels.
For our HR Select employee assessment solution, while there are other companies providing services to corporate human resources
departments, we are differentiated by our focus on offering more professional testing services with proprietary testing technologies.
Traditional Chinese test preparation material providers, such as publishing companies, indirectly compete with our test preparation and
training solutions. However, we are not aware of any significant competitors in China in the online test preparation and training solutions
business.
While we anticipate new market entrants and increased efforts by existing international players to expand their presence in China, we
believe that relatively high entry barriers, such as the time and costs associated with establishing a large-scale test center network, will make it
difficult for new entrants or international competitors to quickly gain market share from us in China. We believe potential domestic entrants
lack the technology and commercial relationships that we have already developed with domestic and international test sponsors. International
competitors will likely face challenges in establishing effective relationships with key Chinese government and industry test sponsors or local
educational institutions.
Seasonality
We have experienced seasonality and expect in the future to continue to experience seasonality in net revenues and accounts receivable
related to our test delivery services, with the quarters ending June 30 and December 31 typically having higher net revenues from testing
services and the quarters ending September 30 and March 31 typically having lower net revenues from testing services. This is primarily
because the tests from which we derive substantial revenues are mostly delivered in the quarters ending June 30 and December 31. Revenues
from our degree major and single course programs may experience seasonal declines during the quarter ending September 30 of each fiscal
year, which includes the summer holiday months of July and August,
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because revenues from the final year of the degree major course programs are earned over a ten-month period (generally September through
June) and revenues from most single course programs are earned during a school year, which spans from September of each year to June of
the following year . In addition, we have expanded our test preparation and training solutions business. We believe demand for test
preparation and training solutions are generally highest close to test and certification requirement deadlines, which are typically during the
quarter ending December 31. Therefore we expect revenues from test preparation and training solutions to be the highest in the quarter
ending December 31. We also expect some seasonality in our accounts receivable related to degree major programs, because we collect from
our clients typically around the months of October to November, and a large portion of our clients settle payment with us two to five months
after that time.
Regulation
This section sets forth a summary of the most significant laws, regulations, policies and requirements that affect our business activities in
China, the industries in which we operate, and our shareholders’ right to receive dividends and other distributions from us.
Regulation of the Software Industry
In China, holders of computer software copyrights enjoy protection under the Copyright Law of the People’s Republic of China, or the
Copyright Law. Under the Copyright Law, China’s State Council and the State Copyright Administration have also promulgated various
regulations relating to the protection of software copyrights in China. Under these regulations, computer software that is independently
developed and exists in a physical form will be protected, and software copyright owners may license or transfer their software copyrights to
others. Registration of software copyrights and exclusive licensing and transfer contracts with the Copyright Protection Center of China
(previously, the State Copyright Administration) or its local branches are encouraged. Such registration is not mandatory under Chinese law,
but can enhance the protections available to the registering parties. For example, the registration certificate serves an evidentiary function
enabling the registering parties to prove they have protectable rights. We have registered 51 software copyrights with the Copyright
Protection Center of China.
China’s Ministry of Industry and Information Technology (and its predecessors), or MIIT, has promulgated regulations to regulate the
production, sale, import or export of software products in China. Under these regulations, all domestically produced software products to be
operated or sold in China must be duly registered and filed with the provincial branches of MIIT. We have complied with the registration and
filing requirements necessary to sell our software products in China. These registrations generally remain in effect for five years and are
subject to renewal.
Regulation of Vocational Education
Chinese laws and regulations impose restrictions on foreign investment in educational institutions in China. However, Chinese laws and
regulations do not impose restrictions on foreign investment in companies providing course and test content or related products and services
to educational institutions. In addition, the Chinese government has issued a series of circulars and regulations promoting the development of
vocational education, including “The Decision to Enhance the Promotion of the Reform and Development of Vocational Education” and “The
Decision to Enhance the Development of Vocational Education” published by the State Council, respectively, on September 24, 2002 and
October 28, 2005. These circulars and regulations require all levels of governments in China to intensify their support for vocational
education and to gradually increase the financial resources that local and provincial governments allocate to vocational education.
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Restrictions on Telecommunications Industry
The telecommunications industry, including computer information and Internet access services, is highly regulated by the Chinese
government. Regulations issued or implemented by the State Council, MIIT and other relevant government authorities cover virtually every
aspect of telecommunications network operations, including entry into the telecommunications industry, the scope of permissible business
activities, interconnection and transmission line arrangements, tariff policy and foreign investment.
Since March 1998, the National People’s Congress of the PRC has directed MIIT to assume responsibility for, among other things:
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•
•
•
formulating and enforcing telecommunications industry policy, standards and regulations;
granting licenses to provide telecommunications and Internet services;
formulating tariff and service charge policies for telecommunications and Internet services;
supervising the operations of telecommunications and Internet service providers; and
maintaining fair and orderly market competition among operators.
In addition to the regulations promulgated by the Chinese central government, some local governments have also promulgated local rules
applicable to Internet companies operating within their respective jurisdictions.
Foreign Ownership Restrictions on Internet Content Provision Businesses
In September 2000, the State Council promulgated the Telecommunications Regulations. The Telecommunications Regulations categorize
all telecommunications businesses in China as either infrastructure telecommunications businesses or value-added telecommunications
businesses. In February 2003, MIIT amended the original classification of telecommunications business with Internet content provision
services being classified as value-added telecommunications businesses. The Telecommunications Regulations also set forth extensive
guidelines with respect to different aspects of telecommunications operations in China.
In December 2001, in order to comply with China’s commitments with respect to its entry into the World Trade Organization, the State
Council promulgated the Administrative Rules on Foreign-Invested Telecommunications Enterprises, which was amended in
September 2008. The Administrative Rules on Foreign-Invested Telecommunications Enterprises set forth detailed requirements with respect
to capitalization, investor qualifications and application procedures in connection with the establishment of a foreign invested
telecommunications enterprise. Pursuant to the Administrative Rules on Foreign-Invested Telecommunications Enterprises, the ultimate
capital contribution ratio of the foreign investor or investors in a foreign-funded telecommunications enterprise that provides value-added
telecommunications services shall not exceed 50%. In addition, pursuant to the Foreign Investment Industrial Guidance Catalogue, the
permitted foreign investment ratio of value-added telecommunications services is no more than 50%.
However, for a foreign investor to acquire any equity interest in a value-added telecommunication business in China, it must satisfy a
number of stringent performance and operational experience requirements, including demonstrating a track record and experience in
operating value-added telecommunication business overseas. Moreover, foreign investors that meet these requirements must obtain approvals
from MIIT and the Ministry of
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Commerce or their authorized local counterparts, which retain considerable discretion in granting approvals.
On July 26, 2006, MIIT publicly released the Notice on Strengthening the Administration of Foreign Investment in Operating Value-
added Telecom Business, dated July 13, 2006, or the MIIT Notice, which reiterates certain provisions under the 2002 Administrative Rules
on Foreign-Invested Telecommunications Enterprises. According to the MIIT Notice, if any foreign investor intends to invest in a Chinese
telecommunications business, a foreign-invested telecommunications enterprise shall be established and such enterprise shall apply for the
relevant telecommunications business licenses. Under the MIIT Notice, domestic telecommunications enterprises are prohibited from renting,
transferring or selling a telecommunications license to foreign investors in any form.
As a result of current Chinese laws and regulations that impose substantial restrictions on foreign investment in the Internet businesses in
China, we conduct our online test preparation business in China through a series of contractual arrangements entered into among us, ATA
Learning, and our newly formed affiliated PRC entity, ATA Online (Beijing) Education Technology Limited, or ATA Online, which is a
domestic Chinese company incorporated in the PRC and owned by Kevin Xiaofeng Ma, our chairman and chief executive officer, and
Walter Lin Wang, our director and president, both of whom are PRC citizens. See Item 4.C. “Organizational Structure.” ATA Online has
obtained the licenses and approvals that are required to operate the online test preparation business.
Our contractual arrangements with ATA Online include a technical support agreement and a strategic consulting service agreement. In
addition, ATA Learning has entered into an equity pledge agreement with each of the shareholders of ATA Online pursuant to which each of
the shareholders has pledged all of his or her interest in ATA Online to ATA Learning as security for the performance of ATA Online’s
obligations under the technical support agreement and the strategic consulting service agreement. Pursuant to a call option and cooperation
agreement with ATA Online and its shareholders, ATA BVI or any third party designated by ATA BVI has the right to acquire, in whole or
in part, the respective equity interests in ATA Online of its shareholders or ATA Online’s assets when permitted by applicable PRC laws
and regulations. However, we do not have any direct ownership interests or direct voting rights in ATA Online.
In the opinion of Jincheng Tongda & Neal Law Firm, our PRC legal counsel:
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•
•
the ownership structures of ATA Online and our wholly owned subsidiaries in China are in compliance with existing published
Chinese laws and regulations;
our contractual arrangements among our wholly owned subsidiaries in China and ATA Online and its shareholders, are valid and
binding, will not result in any material violation of published Chinese laws or regulations currently in effect, and are enforceable in
accordance with their terms and conditions; and
the business operations of our company, all of our Chinese subsidiaries and ATA Online, as described in this annual report, are in
compliance with existing published Chinese laws and regulations in all material aspects.
However, there are substantial uncertainties regarding the interpretation and application of current or future Chinese laws and regulations,
including the laws and regulations governing the enforcement and performance of our contractual arrangements in the event of imposition of
statutory liens, bankruptcy and criminal proceedings. Accordingly, we cannot assure you that the Chinese regulatory authorities will not
ultimately take a contrary
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view. If the Chinese government finds that the agreements that establish the structure of our operations in China do not comply with Chinese
government restrictions on foreign investment in our industry, we could be subject to severe penalties.
Internet Content Provider Licensure Requirements
The provision of online test preparation services and content on Internet web sites is subject to Chinese laws and regulations relating to
the telecommunications industry and the Internet, and regulated by various government authorities, including MIIT and the State
Administration of Industry and Commerce, or SAIC. The principal regulations governing the telecommunications industry and the Internet
include:
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•
•
The Telecommunications Regulations (2000);
The Administrative Measures for Telecommunications Business Operating Licenses (2001); and
The Internet Information Services Administrative Measures (2000).
Under these regulations, Internet content provision services are classified as value-added telecommunications businesses, and a
commercial operator must obtain a Telecommunications and Information Services Operating License, or ICP license, from the appropriate
telecommunications authority in order to carry out commercial Internet content provision operations in China. In addition, the regulations also
provide that operators involved in Internet content provision that operate in sensitive and strategic sectors, including news, publishing,
education, health care, medicine and medical devices, must obtain additional approvals from the relevant authorities in charge of those
sectors.
Certain local governments have promulgated local rules applicable to Internet companies operating within their respective jurisdictions. In
Beijing, the Beijing Administration of Industry and Commerce has promulgated a number of Internet-related rules. On October 31, 2004, a
rule was enacted requiring owners of commercial web sites located within Beijing to file their commercial web sites with the Beijing
Administration of Industry and Commerce.
ATA Online holds an ICP license issued by the Beijing Telecommunications Administration Bureau, a local branch of the MIIT, which
allows ATA Online to provide Internet content distribution services. This license is essential to the operation of ATA Online’s online test
preparation services business.
The MIIT Notice requires that a value-added telecommunications business operator (or its shareholders) should own any domain names
and trademarks used by it to engage in the value-added telecommunications business, and have premises and facilities appropriate for such
business. To comply with the MIIT Notice, we have transferred to ATA Online the domain names owned by our subsidiaries that are used
principally in connection with our online business activities.
Regulation of Internet Content
The Chinese government has promulgated measures relating to Internet content through a number of ministries and agencies, including
the MIIT, the Ministry of Culture and the State Press and Publications Administration. These measures specifically prohibit Internet activities
that result in the publication of any content that is found to, among other things, propagate obscenity, gambling or violence, instigate crimes,
undermine public morality or the cultural traditions of China, or compromise State security or secrets. If an ICP license holder violates these
measures, the Chinese government may revoke its ICP license and shut down its
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web sites.
Regulation of Online and Distance Education
Pursuant to the Administrative Regulations on Educational Web sites and Online and Distance Education Schools issued by the Ministry
of Education in 2000, educational web sites and online education schools may provide education services in relation to higher education,
elementary education, pre-school education, teaching education, occupational education, adult education, other education and public
educational information services. “Educational web sites” refers to organizations providing education or education-related information
services to web site visitors by means of a database or online education platform connected via the Internet or an educational television
station through an Internet service provider, or ISP. “Online education schools” refer to education web sites providing academic education
services or training services with the issuance of various certificates.
Setting up educational web sites and online education schools is subject to approval from relevant education authorities, depending on the
specific types of education provided. Any educational web site and online education school shall, upon receipt of approval, indicate on its
web site such approval information as well as the approval date and file number.
According to the Administrative License Law promulgated by the National People’s Congress on August 27, 2003 and effective as of
July 1, 2004, only laws promulgated by the National People’s Congress and regulations and decisions promulgated by the State Council may
set down administrative license requirements. On June 29, 2004, the State Council promulgated the Decision on Setting Down
Administrative Licenses for the Administrative Examination and Approval Items Really Necessary to be Retained, in which the
administrative license for “online education schools” was retained, while the administrative license for “educational web sites” was not
retained. ATA Online is not required to obtain a license as an online education school because ATA Online does not intend to offer through
its web site academic education services or training services that result in the issuance of a degree or other certification.
Regulation of Broadcasting Audio-Visual Programs through the Internet or Other Information Network
The State Administration of Radio, Film and Television, or SARFT, promulgated the Rules for Administration of Broadcasting of Audio-
Visual Programs through the Internet and Other Information Networks, or the Broadcasting Rules, in 2004, which became effective on
October 11, 2004. The Broadcasting Rules apply to the activities of broadcasting, integrating, transmitting and downloading of audio-visual
programs with computers, televisions or mobile phones as the main terminals and through various types of information networks. Pursuant
to the Broadcasting Rules, a Permit for Broadcasting Audio-Visual Programs via Information Network is required to engage in these Internet
broadcasting activities. On April 13, 2005, the State Council announced a policy on private investments in businesses in China relating to
cultural matters that prohibits private investments in businesses relating to the dissemination of audio-visual programs through information
networks. On December 20, 2007, SARFT and MIIT jointly promulgated the Administrative Provisions on Internet Audio-Visual Program
Service, or the Audio-Visual Service Provisions, which became effective on January 31, 2008. Pursuant to the Audio-Visual Service
Provisions, a Permit for Disseminating Audio-Visual Programs via Information Network issued by the competent radio, film and television
authority, or completion of the relevant filing formalities with such authority, is required to engage in the Internet audio-visual program
service. One of the criteria that any entity applying to engage in the Internet audio-visual program service must meet is that such entity should
be a wholly state-owned entity or state-controlled entity, which should have the legal status of legal person, and there is no record indicating
that such entity has violated laws or regulations
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within three years prior to its application. According to the clarification by SARFT and MIIT in their Answers to Questions of Press
regarding the Administrative Provisions on Internet Audio-Visual Program Service, entities that have been incorporated to engage in the
Internet audio-visual program service in compliance with the applicable laws or regulations prior to the promulgation of the Audio-Visual
Service Provisions and have no record of violating laws or regulations can re-register and continue their businesses. As these regulations are
relatively new, there are significant uncertainties relating to their interpretation and implementation, including the definition of “audio-visual
programs” as specified in these regulations. We cannot assure you that ATA Online will be able to obtain a Permit for Broadcasting Audio-
Visual Programs via Information Network if it is determined that one is required to operate the online test preparation business.
Regulation of Information Security
Internet content in China is also regulated and restricted by the PRC government to protect State security. The National People’s
Congress, China’s national legislative body, has enacted a law that may subject to criminal punishment in China any effort to: (1) gain
improper entry into a computer or system of strategic importance; (2) disseminate politically disruptive information; (3) leak State secrets;
(4) spread false commercial information; or (5) infringe intellectual property rights.
The Ministry of Public Security has promulgated measures that prohibit use of the Internet in ways that, among other things, result in a
leakage of State secrets or a spread of socially destabilizing content. The Ministry of Public Security has supervision and inspection rights in
this regard, and we may be subject to the jurisdiction of the local security bureaus. If an ICP license holder violates these measures, the PRC
government may revoke its ICP license and shut down its web sites.
Regulation of Domain Names and Web Site Names
PRC law requires owners of Internet domain names to register their domain names with qualified domain name registration agencies
approved by MIIT and obtain a registration certificate from such registration agencies. A registered domain name owner has an exclusive use
right over its domain name. Unregistered domain names may not receive proper legal protections and may be misappropriated by
unauthorized third parties. As of March 31, 2010, we have registered 97 domain names relating to our web sites, including www.ata.net.cn,
the primary URL for our web site, with the Internet Corporation for Assigned Names and Numbers and the China Internet Network
Information Center, a domain name registration service provider in China.
PRC law requires entities operating commercial web sites to register their web site names with SAIC or its local offices and obtain a
commercial web site name registration certificate. If any entity operates a commercial web site without obtaining such certificate, it may be
charged a fine or suffer other penalties by the SAIC or its local offices. Our web sites used in connection with our testing and education
services are considered non-commercial web sites as we do not provide products and services through those web sites, and therefore the
names of those web sites are not required to be registered with SAIC. ATA Online has registered the web site name used in connection with
the online test preparation business with Beijing municipal SAIC.
Regulation of Privacy Protection
PRC law does not prohibit Internet content providers from collecting and analyzing personal information from their users. PRC law
prohibits Internet content providers from disclosing to any third parties any information transmitted by users through their networks unless
otherwise permitted by law. If an Internet content provider violates these regulations, MIIT or its local offices may impose penalties and the
Internet content provider may be liable for damages caused to its users.
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Regulation of Foreign Exchange
China’s government imposes restrictions on the convertibility of the Renminbi and on the collection and use of foreign currency by
Chinese entities. Under current regulations, the Renminbi is convertible for current account transactions, which include dividend
distributions, interest payments, and the import and export of goods and services. Conversion of Renminbi into foreign currency and foreign
currency into Renminbi for capital account transactions, such as direct investment, portfolio investment and loans, however, is still generally
subject to the prior approval of the PRC State Administration of Foreign Exchange, or SAFE.
Under current Chinese regulations, foreign-invested enterprises such as our Chinese subsidiaries are required to apply to SAFE for a
Foreign Exchange Registration Certificate for Foreign-Invested Enterprise. With such a foreign exchange registration certificate (which is
subject to review and renewal by SAFE on an annual basis), a foreign-invested enterprise may open foreign exchange bank accounts at
banks authorized to conduct foreign exchange business by SAFE and may buy, sell and remit foreign exchange through such banks, subject
to documentation and approval requirements. Foreign-invested enterprises are required to open and maintain separate foreign exchange
accounts for capital account transactions and current account transactions. In addition, there are restrictions on the amount of foreign currency
that foreign-invested enterprises may retain in such accounts.
Regulation of Foreign Exchange in Certain Onshore and Offshore Transactions
In October 2005, SAFE issued the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-Raising and Return
Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies, or Notice 75, which became effective as
of November 1, 2005. Notice 75 states that Chinese residents must register with the relevant local SAFE branch in connection with their
establishment or control of an offshore entity established for the purpose of overseas equity financing involving a round-trip investment
whereby the offshore entity acquires or controls onshore assets or equity interests held by the Chinese residents. Notice 75 applies to our
shareholders who are Chinese residents and also applies to our offshore acquisitions. On May 29, 2007, SAFE issued the Notice of
Operation Guidance for Notice 75, or Notice 106, according to which Chinese resident shareholders in an offshore company which has at
least two years operating history and has made investment in China can apply for registration under Notice 75. There is no deadline for such
registration.
Two of our major shareholders, Kevin Xiaofeng Ma and Walter Lin Wang, have completed their registrations with SAFE, and we have
urged our other Chinese resident shareholders to register under Notice 75 and they are preparing for such application. However, we cannot
assure you that the application will be accepted by SAFE.
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Failure by such shareholders to comply with Notice 75 could subject us to fines or legal sanctions, restrict our overseas or cross-border
investment activities, limit our subsidiaries’ ability to make distributions or pay dividends or affect our ownership structure, which could
adversely affect our business and prospects.
Regulation of Overseas Listings
On August 8, 2006, six PRC regulatory agencies, including the Chinese Securities Regulatory Commission, or CSRC, promulgated the
Provisions Regarding Mergers and Acquisitions of Domestic Enterprise by Foreign Investors, or the M&A Rule, which became effective on
September 8, 2006 without retroactive effect. The M&A Rule, among other things, requires that an offshore company controlled by PRC
companies or individuals that has acquired a PRC domestic company for the purpose of listing the PRC domestic company’s equity interest
on an overseas stock exchange must obtain the approval of the CSRC prior to the listing and trading of such offshore company’s securities
on an overseas stock exchange. On September 21, 2006, the CSRC, pursuant to the M&A Rule, published on its official web site procedures
specifying documents and materials required to be submitted to it by offshore companies seeking CSRC approval of their overseas listings.
We believe CSRC approval was not required for our initial public offering in February 2008 because the CSRC approval required under
the M&A Rule only applies to an offshore company that has acquired a domestic PRC company for the purpose of listing the domestic PRC
company’s equity interest on an overseas stock exchange, while (i) we obtained our equity interest in each of our PRC subsidiaries by means
of direct investment other than by acquisition of the equity or assets of a PRC domestic company and (ii) our contractual arrangements with
ATA Online do not constitute the acquisition of ATA Online. See Item 3.D. “Key Information — Risk Factors — Risks Relating to
Regulation of Our Business — If the China Securities Regulatory Commission, or CSRC, or another PRC regulatory agency determines that
CSRC approval was required in connection with our initial public offering, we may become subject to penalties.”
C. Organizational Structure
Corporate Structure and Arrangements with Our Affiliated PRC Entity
The following diagram illustrates our corporate and share ownership structure. Except for ATA BVI, which is incorporated in the British
Virgin Islands, all of our subsidiaries and our affiliated PRC entity are incorporated in the PRC. For a detailed description of the Company’s
significant subsidiaries, see Item 4.A “History and Development of the Company.”
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To comply with PRC laws and regulations restricting foreign ownership in distributors of Internet content, our online test preparation
business in China is conducted through a series of contractual arrangements entered into among ATA BVI, ATA Learning and ATA Online
(Beijing) Education Technology Limited, or ATA Online, a PRC entity incorporated in the PRC and owned by Kevin Xiaofeng Ma, our co-
founder, chairman and chief executive officer and Walter Lin Wang, our co-founder, director and president, in the percentages described in
the diagram above. ATA Online holds the license required to operate the online portion of our test preparation and training solutions
business. ATA Learning (Wuxi) Inc., or ATA Wuxi was established in January 2008, as a subsidiary of ATA Learning to operate our pre-
occupational training programs business. 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 direct oversight over ATA Online. For a detailed description of these contractual arrangements, see
Item 7.B. “Major Shareholders and Related Party Transactions — Related Party Transactions.” As a result of these contractual arrangements,
under U.S. GAAP, we are considered the primary beneficiary of ATA Online. Accordingly, we consolidate ATA Online’s results in our
consolidated financial statements.
Our subsidiaries or ATA Online enter into commercial contracts with third party customers and clients based upon a judgment we make
as to which entity is the appropriate entity for the provision of the type of service being offered. We primarily sell our testing services and the
non-online portion of our test preparation and training solutions business through ATA Testing, our education services through ATA
Learning and our online test preparation services through ATA Online.
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For risks associated with our contractual arrangements with ATA Online and its shareholders, see Item 3.D. “Key Information — Risk
Factors — Risks Relating to Regulation of Our Business — Substantial uncertainties and restrictions exist with respect to the application and
implementation of Chinese laws and regulations relating to Internet content distribution. If the Chinese government finds that the structure for
our online test preparation services and other services we provide through the Internet do not comply with Chinese laws and regulations, we
could be subject to penalties and may not be able to continue those businesses.” and “— Our contractual arrangements with ATA Online and
its shareholders do not provide us with ownership interest in ATA Online. If ATA Online or its shareholders fail to perform their respective
obligations under these contractual arrangements, we may have to legally enforce such arrangements and our business, financial condition
and results of operations may be materially and adversely affected if these arrangements cannot be enforced.”
D. Property, Plant and Equipment
Our principal executive offices are located in approximately 3,232 square meters of office space used by us at Tower E, 6 Gongyuan
West Street, Jian Guo Men Nei, Beijing 100005, China, among which 2,170 square meters of office space are owned by us and 1,062
square meters of office space are leased by us. We also occupy approximately 4,700 square meters of total leased office space in our
subsidiaries and branches located in Shanghai, Fuzhou, Nanjing, Wuhan and Wuxi. We believe that our existing facilities are adequate for
our current requirements and that additional space can be obtained on commercially reasonable terms to meet our future requirements.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. Operating Results
Overview
Our Business
We believe that we are the leading provider of computer-based testing services in China. We offer comprehensive services for the creation
and delivery of computer-based tests utilizing our nation-wide test delivery platform, proprietary testing technologies and extensive
experience providing testing services in China. We have experienced significant growth in our business during the fiscal years ended
March 31, 2008, 2009 and 2010. Our total net revenues have increased from RMB172.1 million in the fiscal year ended March 31, 2008 to
RMB217.5 million in the fiscal year ended March 31, 2009 and RMB245.0 million ($35.9 million) in the fiscal year ended March 31, 2010.
We had net income of RMB20.2 million and RMB22.8 million in the fiscal years ended March 31, 2008 and 2009, respectively, and a net
loss of RMB35.3 million ($5.2 million) in the fiscal year ended March 31, 2010.
We started our business in 1999 focusing on providing computer-based testing services to test sponsors. Our testing services revenues
have grown primarily as a result of increases in the number of testing services clients and the number of test takers who take tests created and
delivered using our testing technologies. Testing
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services revenues accounted for 45.4%, 63.0% and 76.4% of our total net revenues in the fiscal years ended March 31, 2008, 2009 and
2010, respectively. We expect our testing services revenues to continue to be the largest source of our total net revenues as a result of new
contracts with test sponsors in the banking, securities and other sectors. In March 2009, we launched HR Select, our self-developed online
system that utilizes our proprietary software and a large inventory of test titles to assist companies in streamlining and optimizing their
employee selection and assessment processes. HR Select offers tools for filtering and categorizing employee candidates, testing candidates
and analyzing the test results. Since March 2009, we have been the exclusive agent for delivering the Test of English for International
Communication, or TOEIC, in China. Revenues from HR Select and distribution and administration of TOEIC exams are included in testing
services revenues. The following graph shows the growth in the number of tests delivered using our testing technologies for the twelve
months ended March 31, 2006, 2007, 2008, 2009 and 2010.
Number of Exams Delivered (1)
(1) Includes Microsoft royalty tests overseas and tests delivered through our test delivery platform and tests using our Dynamic Simulation
Technology. Also includes free tests delivered for business development purposes. The number of tests delivered excluding the free tests
in the fiscal years ended March 31, 2006, 2007, 2008, 2009 and 2010 was 2,067,714, 3,335,701, 3,632,285, 5,063,379 and 5,760,147,
respectively. We delivered 9,155,185 free tests in the fiscal year ended March 31, 2008 for the on-line nationwide accounting knowledge
contest.
Leveraging our testing platform, technologies and expertise, we have expanded our service offerings beyond our core computer-based
testing services to include test-focused services targeted at educational institutions, students and companies in China. Since 2002, we have
marketed to educational institutions in China career-oriented educational course programs designed to prepare students to pass certification
exams in the IT industry and other vocations. Fees from test-based educational services accounted for 28.2%, 19.6% and 13.0% of our total
net revenues in the fiscal years ended March 31, 2008, 2009 and 2010, respectively. We expect net revenues from our test-based education
services to continue to decline as a proportion of our total net revenues. Since December 2008, we have redirected most of our sales and
marketing efforts from our test-based education services towards our newly developed testing services such as HR Select and TOEIC where
we believe there is greater market opportunity.
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We also offer targeted test preparation and training solutions for certain professional licensure and certification tests in the securities and
teaching industries. ATA Online has launched online test preparation Internet web sites in coordination with the Securities Association of
China to help candidates across China prepare for these organizations’ professional licensure and certification tests, which are delivered
through our test delivery platform. We also began offering, in November 2006, our NTET Tutorial Platform software, which comprises a
comprehensive set of training materials to prepare teachers for certification under the National Teachers’ Skill Test of Applied Educational
Technology in Secondary and Elementary Schools, or NTET test, which is delivered nationwide through our test delivery platform. We have
had only minimal sales of our NTET Tutorial Platform software since October 2008 as a result of a delay in the timing of the teachers
certification testing requirement deadline. During the fiscal year ended March 31, 2009, we entered into an agreement with the PRC Ministry
of Education to develop and provide online tutorials to students enrolled in Cambridge ESOL’s “Cambridge Young Learners English”
programs in China. The programs were launched during the fiscal year ended March 31, 2010, and revenues from the programs are included
in test preparation and training solutions revenues. Revenues from our test preparation and training solutions accounted for 21.5%, 11.5%
and 4.6% of our total revenue in the fiscal years ended March 31, 2008, 2009 and 2010, respectively.
On February 28, 2009, the Company acquired Beijing JDX and JDX BVI for RMB10.7 million. Beijing JDX and JDX BVI are related
companies incorporated in China and the British Virgin Islands, respectively, engaged in the development and marketing of software for
computer-based tests. The results of Beijing JDX and JDX BVI have been included in our consolidated results since February 28, 2009.
JDX BVI was dissolved in October 2009.
Factors Affecting Our Results of Operations
The key factors affecting our results of operations are:
•
•
•
•
•
•
•
growth in China’s professional services sector resulting in increasing demand for qualified and certified talent in China;
overall economic growth and rising income levels in China contributing to increased spending on education, testing and test
preparation;
government and industry initiatives to standardize and license professionals in industries such as securities, futures, banking, law and
accounting;
growth in the use of computer-based tests and performance-based tests and willingness of test sponsors and educational program
providers to outsource test content development and delivery for sophisticated computer-based and performance-based tests;
the increasing importance of identifying qualified talent contributing to increasing demand for testing and certification programs that
can confirm the qualifications of the applicant or job seeker;
acceptance by educational institutions of our career-oriented and IT-related educational programs; and
our ability to continue to introduce new services and the market success of our recently
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introduced services, including our HR Select service launched in March 2009, distribution and administration of TOEIC exams in
China beginning in March 2009 and the Cambridge Young Learners English online tutorials program in September 2009.
Although we anticipate the above factors will continue to increase demand for our products and services in China, a slowing or reversal
of any of the above factors could cause our revenue growth to slow or stop, or to not grow as fast as we might expect. Although we did not
experience a significant effect on demand for our products and services attributable to the global recession in fiscal year 2010, the currently
evolving European debt crisis may have unpredictable negative consequences for the global and Chinese economy that may significantly
impact demand for our products and services in China in the fiscal year ending March 31, 2011.
In addition, our results of operations have been, and may continue to be, significantly affected by the following factors:
•
•
•
•
•
share-based compensation;
the impact of PRC tax policies, including certain preferential tax rates and tax holidays;
sales and marketing efforts for our newer services, including our HR Select service, TOEIC business and Cambridge Young
Learners English online tutorials; and
the relative proportion of our net revenues derived from higher-gross margin and lower-gross margin product and service offerings.
the continued delay in the government implementation of the national teachers certification requirement.
Net Revenues
We derive revenues from sale of computer-based testing services, test-based educational services, test preparation and training solutions,
and other products and services. Our net revenues are presented net of PRC business taxes. The following table sets forth a breakdown of
our total net revenues for the periods.
2008
RMB
%
For the fiscal year Ended March 31,
2009
RMB
%
(in thousands, except for percentages)
RMB
2010
US$
%
Net Revenues
Testing services
Test-based educational
services
Test preparation and
training solutions
Other
Total net revenues
78,198
45.4%
137,046
63.0%
187,158
27,419
76.4%
48,595
28.2%
42,546
19.6%
31,787
4,657
13.0%
36,908
8,387
172,088
21.5%
4.9%
100.0%
25,071
12,882
217,545
11.5%
5.9%
100.0%
11,149
14,938
245,032
1,633
2,188
35,898
4.6%
6.0%
100.0%
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Testing Services
We derive testing services revenues from fees charged to test sponsors for our test delivery services and from simulation testing
technology licensing.
Test delivery services. We generate test delivery services revenues through fees charged for providing computer-based testing services to
test sponsors such as governmental agencies, and other sponsors of licensure and certification tests. We also offer testing services to private
enterprises as part of our HR Select employee assessment solution. We offer our clients a comprehensive set of services for the compilation,
delivery and analysis of computer-based tests using our E-testing platform, as well as logistical services such as test registration and fee
collection. Tests delivered through our E-testing platform may be conducted at our ATA authorized test centers or at other locations at the test
sponsor’s discretion. We generate revenues from our test delivery services through fees charged to test sponsors based on the total number
of test takers taking a requested test. Our clients typically pay us within two to six months after delivery of the test. We recognize revenue for
test delivery services upon completion of the relevant test.
We have experienced seasonality and expect in the future to continue to experience seasonality in net revenues and accounts receivable
related to our test delivery services, with the quarters ending June 30 and December 31 typically having higher net revenues from testing
services and the quarters ending September 30 and March 31 typically having lower net revenues from testing services. This is primarily
because the tests from which we derive substantial revenues are mostly delivered in the quarters ending June 30 and December 31.
Simulation testing technology licensing. We license our Dynamic Simulation Technology and other simulation testing technologies to IT
certification sponsors, such as Microsoft, and international test preparation service providers. Our technology licensing arrangements include
annual license fees and royalty fees. Annual license fees are prepaid at the end of the quarter ending June 30 of each year, while royalty fees
are payable quarterly. We recognize revenue from royalty fees in the quarter in which our simulation testing technology licenses are
delivered, which is evidenced by the quarterly usage reports received from the licensees. Annual license fee revenues are recognized over the
year on a straight-line basis. We have not experienced significant seasonality in revenues or accounts receivable in relation to our simulation
testing technology licensing.
Significant Factors Affecting Testing Services
The most significant factor directly affecting our revenues from fees charged for our testing services are the number of test takers. The
number of test takers for a test is driven by our ability to secure contracts with test sponsors for the creation and delivery of computer-based
test titles popular with test takers. The volume of tests we offer is determined by the willingness of test sponsors to use our services. We
expect the acceptance of our HR Select service by the private sector and growth of the TOEIC exam in China to impact our testing services
revenues in the fiscal year ending March 31, 2011 and beyond. Our revenues from fees charged for our testing services are also affected by
the price we can charge per test, which generally remains fairly stable once we are engaged by a test sponsor to help deliver a particular test.
Demand and pricing for a test is affected by whether a certain profession, career or job position for which the certification, licensure or
qualification test is being given is considered desirable by potential test takers. Some
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industries may experience fluctuations in the number of people attempting to become qualified to participate in the industry, which will
depend on the overall health of the relevant industry, changes in average salary levels in the relevant industry, the popularity of certain types
of careers and employers, governmental policies that impact the relevant industry, or other factors. Tests that test proficiency in specific IT-
related skill sets are particularly sensitive to changes in or the obsolescence of the relevant technologies.
In addition, obtaining contracts from test sponsors for new test titles and for upgrade of existing test titles often requires considerable time
and resources. Many of our clients administer tests to a large number of people on a regular basis, and maintaining consistency and stability
from year to year in the test delivery format is important to them. The decision process involved in adopting a new type of test or a new test
delivery format can be difficult and complex. These factors often result in significant delays in our ability to secure contracts, and make it
difficult in predicting our revenues from fees from test sponsors in any given year. On the other hand, for test sponsors that administer many
tests on a regular basis, our ability to secure an initial contract and to effectively meet their test delivery requirements under the contract can
help us obtain future test title contracts from that test sponsor. This enables us to increase and diversify our revenues and to hinder
competitors from obtaining contracts with that test sponsor. In addition, our ability to license our simulation technology to leading IT vendors
and other clients require cutting-edge computer-based simulation testing technologies that depends largely on our ability to maintain and
extend our technology leadership in this area.
In this regard, our revenues from fees from test sponsors may be negatively affected if Microsoft exercises its contractual option to
purchase the source code of our Dynamic Simulation Technology. See Item 3.D. “Key Information — Risk Factors — Risks Relating to
Our Business — If Microsoft exercises its contractual option to acquire the source code of our Dynamic Simulation Technology, or DST,
Microsoft or a company to which Microsoft licenses or sells such technology may be able to more effectively compete with us.” We have not
received any indication from Microsoft that it intends to exercise this purchase option.
Test-Based Educational Services
We receive fees from test-based educational services charged to educational institutions for our degree major course programs, single
course programs and pre-occupational training programs.
Degree major course programs. Our degree major course programs are comprised of a series of individual course programs designed to
help students acquire a cluster of skill sets that can best prepare them for specific job types and careers, and, in some cases, allow them to
acquire certifications from well-known IT vendors. Our degree major course programs are designed to be completed within one to five years,
with the majority being completed in two to three years.
We generate revenues from our degree major course programs through fees charged to educational institutions. Our fees are charged per
student per year and are agreed prior to delivery of any course or test materials. Our fee is payable shortly after confirmation by the
educational institution of the number of students enrolled in each degree major course program near the beginning of each school year. Since
first-year students can still change their degree major in the first few months after commencement of the school year, billing and payment
collection for our first-year courses often does not occur until later in the school year. The fees are not
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refundable if the student fails to complete one or more of the courses or the entire degree major course program or fails any of the tests.
Revenues from our degree major course programs may fluctuate because revenues from the final year of the degree major course program
are recognized over a ten-month period (generally September through June) while revenues from the first through the next-to-last years of
the program are recognized over a 12-month period (generally September through August). We also expect some seasonality in our billing
and accounts receivable related to degree major course programs. Our contractual right to collect from our clients typically falls around the
months of October to November when the number of enrolled students is confirmed. A large portion of our clients settle payment with us
two to five months after that time, around the months of December to March. As a result, our accounts receivable have historically been
highest at the end of the quarter ending December 31 of each fiscal year.
Single course programs. Our single course programs typically center on a specific type of computer software application or other
technology that requires significant training and practice to master and for which certification is offered. We generate revenues from our
single course programs through fees charged to educational institutions. We charge a pre-agreed fee for each student taking a course.
Generally 100% of the total fee is due prior to delivery of the course materials at the beginning of the course period based on the number of
students who enroll in the course. We charge schools based on our perceived market value of the certification to be awarded to the student at
the completion of the course. We recognize revenue on a straight-line basis over the service period or the contractual period, whichever is
longer. Given that substantially all course programs are delivered during a school year, which spans from September to June of the following
year, we will experience a substantial decrease in single course program revenues for the months of July and August each year.
Pre-occupational training programs. Our pre-occupational training programs provide trained instructors to teach students practical skills
through tailor-designed exercises that more closely align their skills with specific job requirements. We charge fees to the educational
institution for providing the training to its students. Participating educational institutions send students to our training facilities and we collect
fees based on the number of class units taken over the typical training period of two to three months.
We recognize revenue from licensing our pre-occupational training programs over the service delivery period on a straight-line basis. We
typically collect cash either in full prior to delivery of the service, or 50% at the time when the service is first delivered and 50% just prior to
completion of the service.
Significant Factors Affecting Test-Based Educational Services
A number of factors affect our revenue from test-based educational services including:
•
•
•
Our ability to add schools that offer our course programs;
Our ability to add new course programs to existing educational institution clients; and
Our ability to secure rights from IT vendors for curriculum and test content.
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Test Preparation and Training Solutions
We derive test preparation and training solutions revenue from the sale of training software products and online test preparation and
training services. We historically also generated some revenue from the sales of tutorial software to schools to conduct computer-based
exercises and tests.
Online test preparation and training services. ATA Online provides online test preparation and training for professional licensure and
certification tests delivered through our testing platform for the Securities Association of China. Revenues from online test preparation and
training services are generated by selling online training to end users directly or through distributors on a consignment basis. The online
training entitles the end users access to online test preparation and training services during a specified service period, which normally ranges
between 90 to 180 days from the activation. Revenue of online membership is recognized on a straight-line basis ratably over the service
period commencing at the point of time the online training is activated. If the online training sold to the end users are not activated before the
expiration date, related online service revenue is recognized on the expiration date. For the online training granted with fixed online hours, we
compare the revenue recognized to the actual completion status, and make any revenue adjustments to reflect the actual completion status.
Training software products. We offer our training software products through independent sales agents. In the fiscal year ended
March 31, 2008, substantially all of our training software products revenue derived from the sales of NTET Tutorial Platform software,
which comprises a comprehensive set of training materials for preparing teachers for certification under the NTET test. We began offering
our NTET Tutorial Platform in November 2006. We sell all title and distribution rights to the distributor upon delivery. We do not provide
upgrades or any additional post-contract services, which are the responsibility of the sales agents who sell or otherwise dispose of our NTET
Tutorial Platform. We recognize this revenue upon delivery of the software and once collectability is reasonably assured. However, as a
result of the delay in the timing of the teachers certification requirement deadline, we have sold a minimal amount of our NTET Tutorial
Platform software since October 2008.
Significant Factors Affecting Test Preparation and Training Solutions
A number of factors affect our revenues from test preparation and training solutions. Demand for test preparation and training solutions
for a particular test depends on the relative level of importance or difficulty of the test, with greater demand for test preparation and training
solutions for more important and more difficult tests. Therefore, our ability to secure test delivery services contracts for more important and
more difficult tests may affect our test preparation and training solutions business. As we generally offer test preparation and training
solutions for tests that are delivered through our test delivery platform, our ability to grow our test preparation and training solutions
business is also affected by the willingness of our test sponsor clients to permit us to provide test preparation and training solutions for their
tests. Some test sponsor clients may not permit us to provide test preparation and training solutions in relation to tests for which we provide
test delivery and other services due to a perceived conflict of interest. In addition, because we generally do not develop the learning content
used in our test preparation and training solutions, our ability to license test preparation learning content and materials from the relevant test
sponsor or third party content provider is critical to the expansion of the
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number of tests for which we offer test preparation and training solutions. Sales of some of our test preparation products also depend on
government budgets available for procuring these products. For example, sales of our NTET preparation software depend on a significant
degree of the availability of government budgets for procuring software for schools to have their teachers prepared for the national teachers’
qualification exam, which in turn depends on the deadline for obtaining such qualification. Due to a delay in this deadline, related budgets
have been reduced since calendar year 2008. Governmental budgets may vary year to year for a number of reasons, which can affect sales of
these products.
In addition, our revenues from existing test preparation and training solutions depend on the number of users of our test preparation and
training solutions and the price we can charge for them. These in turn depend on a number of factors, including whether test takers are aware
of our test preparation and training solutions and the timing of the test being delivered. We market our current test preparation and training
solutions through either distributors or the test sponsors, and therefore, the number of test preparation and training solutions users depends
on the effectiveness of these marketing channels.
Other Revenue
We derive other revenues from licensing fees paid to us by operators of our ATA authorized test centers, issuance of certificates delivered
to passing candidates, and other fees and services.
Licensing fees from ATA authorized test centers. We have established our nationwide network of ATA authorized test centers by
contracting with qualified independent operators that act as ATA authorized test centers for us. Under our contracts with test center
operators, we license our ATA name and ATA E-testing platform technology and provide ongoing technical support, upgrades and training
during the contract period in exchange for license fees. Although we generate a small but steady stream of licensing revenue from test center
operators, we view our network of ATA authorized test centers primarily as a channel for the nationwide delivery of our tests, which is an
important consideration for many of our test sponsor clients, as well as a means to build our brand by placing ATA signage in our numerous
test centers across China. We do not provide loan guarantees, asset pledges or any other financial support to the ATA authorized test centers.
We receive license fees from our test center operators in the form of either a single initial license fee or a combination of initial license fee
and annual continuing license fees. Under either fee arrangement, our licensees can extend their licensing agreement with us indefinitely. We
recognize revenue from initial license fees on a straight-line basis over the expected licensing period, which currently is ten years. We
recognize revenue from annual license fees once collectability is reasonably assured, which has generally been once we receive cash
payment, over the remaining months of the year to which the annual license fees relate.
Certificates. Many of our testing services clients, including well-known test sponsors, charge passing candidates a separate fee to receive
a certificate for a test passed. We deliver these certificates to these candidates upon request. We charge a per-certificate price for the
certificates and recognize revenues from certificate issuances upon delivery of the certificate.
Test administration software products. We offer our test administration software products to our clients. We deliver these software
products, which are developed by us with all underlying intellectual property owned by us,
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to clients upon requests. We charge a per-software copy price for the software and recognize revenue upon delivery of the software.
Other fees and services. From time to time and as requested by our clients, we may provide test content creation services, teacher training
services, IT consulting and system integration services to our clients. We recognize revenue upon completion of the services, which usually
occurs within a short period of time. We may also receive payments for additional copies of training materials and test peripherals, for which
we recognize revenue upon receiving cash.
Cost of Revenues
Our cost of revenues consists primarily of test monitoring costs, royalty fees for IT vendors and test sponsor licensing arrangements,
payroll compensation, inventories sold, technical support, and other related costs, all of which are directly attributable to the provision of our
testing services, test-based educational services, test preparation and training solutions and our other products and services. The following
table shows our cost of revenues and gross profit for the periods indicated:
2008
RMB
%
For the fiscal year Ended March 31,
2009
RMB
%
(in thousands, except for percentages)
RMB
2010
US$
Net Revenue
Cost of Revenues
Gross Profit
172,088
66,947
105,141
100.0%
38.9%
61.1%
217,545
92,608
124,937
100.0%
42.6%
57.4%
245,032
129,535
115,497
35,898
18,977
16,921
%
100.0%
52.9%
47.1%
Test Monitoring Costs
Test monitoring costs consist of fees paid to hire test proctors, rental of testing facilities and peripheral items used for the provision of our
testing services, such as USB flash drives used for security control keys, computer cameras used during testing for communication and
identification, compact discs used to store and deliver our testing software, and signage used to identify and brand our ATA authorized test
centers.
Royalty Fees
Royalty fees consist of fees paid to IT vendors for the use of their proprietary content in our course programs and our computer-based
tests, and fees paid to ETS for the rights to be the exclusive country master distributor in mainland China for TOEIC.
For fees paid to IT vendors, we pay substantially all of these royalty fees under an enrollment model, whereby royalty fees are determined
based on the number of students who enroll in the course. Under limited circumstances, an IT vendor may also charge an annual royalty cost
regardless of the number of students enrolled in, or take the final test for, the course. In the fiscal year ended March 31, 2010, our cost of
revenues included an RMB5.5 million impairment charge of the prepaid royalty fee for certain content that we believe will not be used in the
future.
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In March 2009, we signed an agreement with Educational Testing Service, or ETS, pursuant to which we are the exclusive agent for
ETS’s Test of English for International Communication, or TOEIC, exam in China for ten years from March 2009. We paid ETS a
$3 million fee in March 2009 for such royalty, which will be amortized over the ten-year contract period. Further, a variable royalty based on
the gross revenue for the tests sold and administered is paid on a monthly basis.
Payroll Compensation
Payroll compensation consists of base salary and related welfare benefits paid to staff in our services implementation and customer
support departments.
Cost of Inventory Sold
Cost of inventory sold is comprised of printed learning material and test paper that are pre-printed by third parties and that we record as
inventory. In the case of learning material, when a school contracts with us for degree major and single course programs, we deliver the
related compact discs and textbooks and other course materials prior to the start of the course programs. These learning materials will be
recognized as costs upon delivery. In the case of test paper, cost is recognized when the test papers are used in delivering the paper-based
exam. Cost of inventory is recognized on a first-in-first-out basis.
Factors Affecting Gross Margin
Our gross margin is primarily affected by changes in gross margins from our testing services, which in turn are significantly affected by
our revenue per test and test related costs, including the fees we pay for test monitoring to test centers. Our gross margin is also affected by
the size of, and increases or decreases in, royalty payments to IT vendors and other content providers for our course programs. In the fiscal
year ended March 31, 2010, our gross margin was negatively impacted by a RMB5.5 million impairment charge of the prepaid royalty fee
for certain content that we believe will not be used in the future.
Our gross margin is also affected by the mix of our service offerings. For example, the introduction of test preparation and training
solutions such as our NTET Tutorial Platform and ATA Online’s online test preparation services in November 2006, which both involve
relatively low direct costs of revenues, contributed to our higher gross margin in the fiscal year ended March 31, 2008. In the fiscal years
ended March 31, 2009 and 2010, NTET sales decreased significantly due to the continued delay in the government’s implementation of the
national NTET certification requirement and the associated cuts in relevant government budgets, which negatively affected our gross margin
in that fiscal year.
Operating Expenses
Our operating expenses consist of general and administrative expenses, sales and marketing expenses, research and development
expenses, and provision for doubtful accounts.
General and Administrative Expenses
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Our general and administrative expenses consist primarily of salaries and benefits , travel, administration and share-based compensation
expenses for our administrative, management and finance personnel, as well as other expenses including professional fees, office expenses
and rental costs.
Sales and Marketing Expenses
Our sales and marketing expenses consist primarily of salaries and benefits, travel, and share-based compensation expenses for our sales
and marketing personnel, as well as other expenses including sales agency fees, conference hosting expenses, advertising and promotional
expenses, entertainment expenses and other sales and marketing expenses.
Research and Development Expenses
Our research and development expenses consist primarily of costs of equipment used in our research and development activities, salaries
and benefits for our research and development personnel, cost of outsourcing services and other costs relating to the design, development,
testing and enhancement of our products and services.
Provision for Doubtful Accounts
The provision for doubtful accounts represents our best estimate of the amount of probable credit losses resulting from our customers’
inability to make required payments. We consider age of doubtful receivable, historical collection experience, and business partners’
individual facts.
Taxation
Cayman Islands & British Virgin Islands
Under the current laws of the Cayman Islands and the British Virgin Islands, the Company, and ATA BVI are not subject to income tax.
In addition, upon any payments of dividends by the Company or ATA BVI, no Cayman Islands or British Virgin Islands withholding tax is
imposed.
China
Our subsidiaries and our variable interest entity, or VIE, operating in the PRC are subject to PRC taxes as described below:
Enterprise income tax. Prior to January 1, 2008, the effective date of the New EIT Law, both domestic and foreign-invested enterprises
were generally subject to an enterprise income tax rate of 33% in the PRC under the relevant tax laws. Prior to January 1, 2008, our
subsidiaries incorporated in China, ATA Testing and ATA Learning, were governed by the PRC Enterprise Income Tax Law for Foreign-
Invested Enterprises and Foreign Enterprises. Our consolidated VIE, ATA Online, was subject to the PRC Enterprise Income Tax
Provisional Regulations. Qualified high-and-new technology enterprises incorporated in high-and-new technology
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development zones designated by the State Council enjoy a reduced enterprise income tax rate of 15%. As high-and-new technology
enterprises incorporated in the Beijing High-Tech Development Experimental Zone, which was a designated high-and-new technology
development zone, each of ATA Testing, ATA Learning and ATA Online was entitled to a preferential enterprise income tax rate of 15%.
Effective from January 1, 2008, the New EIT Law imposes a tax rate of 25% on all enterprises, including foreign-invested enterprises,
and terminates many of the tax exemptions, reductions and preferential treatments available under previous tax laws and regulations.
However, under the New EIT Law, enterprises that were established before March 16, 2007 and were entitled to preferential tax treatments
can continue to enjoy them (i) in the case of certain preferential tax rates that are specified by tax legislations, for a transition period of five
years from January 1, 2008 and (ii) in the case of certain tax exemption or reduction for a specified term, until the expiration of such term.
Under the New EIT Law, qualified “high-and-new technology enterprises eligible for key support from the State” (“HNTE”) are entitled to a
preferential tax rate of 15%. In December 2008, ATA Testing successfully obtained its HNTE certificate under the New EIT Law and new
high-tech regime and is therefore recognized as an HNTE and qualified for a preferential tax rate of 15%. However, the HNTE certificate is
only valid for a period of three years starting from 2008 to 2010. The continued qualification of an HNTE for calendar year of 2010 will be
subject to annual evaluation by the relevant government authority in China. In addition, ATA Testing will need to apply for an additional
three-year extension upon the expiration of the current qualification certificate if it desires to continue to enjoy the 15% reduced rate. In
December 2009, each of ATA Learning, ATA Online and Beijing JDX received an approval from the tax authority that it qualified as an
HNTE. The certificates are valid for a period of three years, effective retroactively from January 1, 2009 until December 31, 2011.
Accordingly, ATA Learning, ATA Online and Beijing JDX are entitled to the preferential income tax rate of 15% for calendar years 2009 to
2011. The continued qualification of an HNTE for calendar years of 2010 and 2011 will be subject to annual evaluation by the relevant
government authorities in China. In addition, ATA Learning, ATA Online and Beijing JDX are subject to income tax at 25% from calendar
year 2012 onwards unless they can re-qualify as HNTE. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Regulation of
Our Business—The discontinuation of any of the preferential tax treatments currently enjoyed by our subsidiaries in the PRC could
materially increase our tax obligations.”
In addition, under the New EIT Law, an enterprise established under the laws of a foreign country or region whose “de facto management
body” is located within the PRC territory is considered a resident enterprise and will generally be subject to the enterprise income tax at the
rate of 25% on its global income. According to the Implementation Rules, “de facto management body” refers to a managing body that
exercises, in substance, overall management and control over the production and business, personnel, accounting and assets of an
enterprises. We have preliminarily determined that our overseas entities are not PRC resident enterprises for PRC income tax purposes.
However, if we and our overseas entity were considered PRC resident enterprises, we would be subject to the enterprise income tax at the
rate of 25% on our global income. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Regulation of Our Business—Under
the New EIT Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in unfavorable tax
consequences to us and U.S. holders of our ADSs or ordinary shares,” and “Item 10. Additional Information — E. Taxation — People’s
Republic of China Taxation.”
In addition, the New EIT Law and the Implementation Rules provide that a withholding tax of 10% (or other applicable withholding tax
rates based on tax treaties between the PRC and other jurisdictions) will generally be applicable to dividends payable to foreign investors,
and, unlike the prior tax law, does not specifically exempt
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corporations that pay dividends from withholding all or part of such income tax when they pay dividends to their foreign investors. To the
extent we and our overseas entity are not considered as PRC resident enterprises, the dividends our PRC subsidiary pays to us will be
subject to this withholding tax. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Regulation of Our Business—Under the
New EIT Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in unfavorable tax consequences
to us and U.S. holders of our ADSs or ordinary shares”. The undistributed earnings generated before January 1, 2008 shall be exempt from
withholding tax when such earnings are distributed to the foreign investor in the year 2008 or thereafter. As of March 31, 2010, we have not
provided for income taxes on accumulated earnings of RMB20.3 million ($3.0 million) generated by its PRC consolidated entities since
January 1, 2008 as we plan to indefinitely reinvest these earnings in the PRC.
Under applicable Chinese tax laws, foreign-invested enterprises and domestic Chinese companies may carry forward tax losses up to five
years. In view of cumulated losses noted by certain of our PRC subsidiaries and affiliated entity, as of March 31, 2010, we provided full
valuation allowance for their deferred income tax assets after consideration of the schedule reversal of existing deferred income tax liabilities.
Value-added tax refunds. Pursuant to a PRC tax policy intended to encourage the development of software and integrated circuit
industries, ATA Testing and Beijing JDX are entitled to value-added tax rate at no more than 3% of the sale value of some of our software
products. ATA Testing, ATA Learning and Beijing JDX are subject to value added tax at rates ranging from 3% to 17%.
Business tax. ATA Testing, ATA Learning, ATA Online, ATA Wuxi and Beijing JDX are subject to business tax at a rate of 5%. We
pay business tax on gross revenues generated from service and license fees at a rate of 5%. This business tax is included as a reduction of
revenue in our consolidated statements of operations.
Critical Accounting Policies
We prepare our consolidated financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and
assumptions that affect the reported amounts of our assets and liabilities, disclosure of contingent assets and liabilities on the date of each set
of consolidated financial statements and the reported amounts of revenues and expenses during each financial reporting period. We
continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and
various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of
the financial reporting process, actual results could differ from those estimates as a result of changes in our estimates or changes in the facts
or circumstances underlying our estimates and assumptions.
An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that
are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes
in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements.
Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed
below to be critical to an understanding of our consolidated financial statements as their application places the
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most significant demands on our management’s judgment. When reviewing our consolidated financial statements, you should take into
account:
•
•
•
•
our critical accounting policies discussed below;
the related judgments made by us and other uncertainties affecting the application of these policies;
the sensitivity of our reported results to changes in prevailing facts and circumstances and our related estimates and assumptions; and
the risks and uncertainties described under Item 3.D. “Key Information — Risk Factors.”
See note 2 to our audited consolidated financial statements for additional information regarding our significant accounting policies.
Revenue Recognition
We recognize revenue for fees from educational institutions in accordance with the provisions of FASB ASC Subtopic 605-985 Revenue-
Software. We have concluded, based on our past experience with our educational institution clients and our anticipated service model, that
vendor specific objective evidence, or VSOE, does not exist for the post-contract services, or PCS, and other services provided in the degree
major and single course programs, which are the only undelivered elements subsequent to the beginning of the programs. If the service
arrangements with schools change from our current model to such where significant evidence for VSOE does exist for the PCS and services
provided then we may no longer recognize revenue from educational institutions ratably over the service period on a straight-line basis. In
such a case, we may instead recognize revenue on a relative fair value basis.
Bad Debt Allowance
We perform ongoing credit evaluations of our customers’ financial conditions and generally do not require collateral on accounts
receivable.
The activity in the allowance for doubtful accounts for accounts receivable for the years ended March 31, 2008, 2009 and 2010 is as
follows:
Beginning allowance for doubtful accounts
Additions charged to bad debt expense
Write-off of accounts receivable
Ending allowance for doubtful accounts
For the fiscal year Ended March 31,
2009
RMB
623,993
6,531,940
(3,956,973)
3,198,960
2010
RMB
3,198,960
27,052,862
(317,310)
29,934,512
US$
468,657
3,963,325
(46,487)
4,385,495
2008
RMB
2,440,151
1,655,412
(3,471,570)
623,993
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The significant increase in bad debt allowance from March 31, 2009 to March 31, 2010 was primarily due to a provision related to
accounts receivable from sales of our NTET Tutorial Platform software. In the fiscal year ended March 31, 2010, we experienced a delay in
the cash collection of our receivables from NTET customers. As of March 31, 2010, our accounts receivable from NTET customers that
were aged more than one year were RMB24.7 million. Based on the ageing of such receivables, we concluded it is probable that we will be
unable to collect the remaining balance due and a full provision for NTET accounts receivable was recognized during the fiscal year ended
March 31, 2010.
Intangible assets
As of March 31, 2010, our intangible assets consisted of testing service technology, customer relationships and distribution license. We
acquired the testing service technology and customer relationships through business acquisition and we acquired the distribution license
directly from a vendor. Intangible assets are amortized on a straight-line basis over their respective estimated useful lives, which range from 3
to 12 years. We have no intangible assets with indefinite useful lives. The determination of the fair value of the intangible assets acquired
involves certain judgments and estimates. These judgments can include, but are not limited to, the cash flows that an asset is expected to
generate in the future. A change in the amount allocated to identifiable intangible assets would change the amount of amortization expense
recognized related to those identifiable intangible assets. The fair values of our identifiable intangible assets were determined by management
with the assistance of independent appraisers.
The testing service technology we acquired in a business combination was initially recognized at fair value. In estimating the fair value of
the acquired testing related technology, the cost approach was utilized. Incorporated in the cost approach is the economic principle of
substitution that states: an informed purchaser would pay no more for a property than the cost of purchasing or producing a substitute
property with the same utility as the appraised property. We estimated the number of man-hours required to recreate the technology, which
was multiplied by estimated hourly cost, to determine the replacement cost for the newly acquired technology. The estimated man-hour to
recreate was based on a review of the man-hours incurred when the respective technology was originally created and our estimation of the
effort required to recreate the software today. The development cost per hour figure represents the average hourly rate that would be paid to
develop each software system today. After calculating the replacement cost for the newly acquired technology, a depreciation factor of 50%
was applied to the calculated technological replacement cost to arrive at the fair value. The depreciation factor was based on the estimate of
the frequency of significant changes to the technology, which was also used to estimate the remaining useful life of the technology.
The customer relationships we acquired in a business combination were initially recognized at fair value. The fair value of the customer
relationships was estimated based on the excess cash flow method, a form of the income approach. The principle behind the excess cash flow
method, through the use of a discounted cash flow, is that the value of an intangible asset is equal to the present value of the cash flow
attributable only to that intangible asset. The excess cash flow method provides an estimate of the fair value of an intangible asset by
deducting operating expenses and economic charges (contributory asset charges) from the revenue expected to be generated by the
underlying asset. The projected cash flows are then discounted to their present value equivalent. The value of the tax amortization benefit is
added to the sum of the present value of cash flows to arrive at the fair value of the subject intangible assets. We analyzed revenue by
customer between 2003 through
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2008 for historical patterns of attrition, the nature of customer relationships and typical customer life cycle to estimate the annual churn rate,
or customer turnover rate, as 15%, which was then used to determine the cash flow period and remaining useful life of the customer
relationships. The Capital Asset Pricing Model was adopted to determine the weighted average cost of capital.
In March 2009, we signed an agreement with Educational Testing Service (“ETS”) pursuant to which we are the exclusive agent for
ETS’s Test of English for International Communication (“TOEIC”) exam in China for ten years from March 2009. We paid ETS a
$3 million fee in March 2009 for such royalty, which will be amortized over the ten year contract period.
Income Taxes
We assess the likelihood that our net deferred income tax assets will be realized. To the extent that we believe that it is more likely than not
that some portion or the entire amount of deferred income tax assets will not be realized, we establish a valuation allowance.
In assessing the realizability of deferred income tax assets, we consider whether it is more likely than not that some portion or all of the
deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary differences become deductible or tax loss carried forward are utilized. We
consider the scheduled reversal of deferred income tax liability, projected future taxable income and tax planning strategies in making this
assessment.
As of March 31, 2010, we believe it is more likely than not that we will realize the deferred income tax assets, net of the valuation
allowance of RMB 5.1 million. The amount of the deferred income tax assets considered realizable as of March 31, 2010 could be reduced in
the near term if estimates of future taxable income are reduced.
As of April 1, 2008 and for each of the year ended March 31, 2009 and March 31, 2010, we had no unrecognized tax benefits relating to
uncertain tax positions. Also, we do not expect that the amount of unrecognized tax benefits will significantly increase within the next twelve
months.
According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due
to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special
circumstances where the underpayment of taxes is more than RMB100,000. In the case of transfer pricing issues, the statute of limitations is
ten years. There is no statute of limitations in the case of tax evasion. The income tax returns of our PRC consolidated entities are subject to
examination by the relevant tax authorities for the calendar tax years beginning in 2005.
Share-Based Compensation to Employees
The cost of all share-based payment transactions are recognized in our consolidated financial statements based on their grant-date fair
value over the requisite service period, which is generally the period from the date of grant to the date when the share compensation is no
longer contingent upon additional service from the
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employee, or the vesting period. When no future services are required to be performed by the employee in exchange for an award of equity
instruments, and if such award does not contain a performance or market condition, the cost of the award (as measured based on the grant-
date fair value of the equity instrument) is expensed on the grant date.
The determination of fair value of equity awards such as options requires making complex and subjective judgments about the projected
financial and operating results of the subject company. It also requires making certain assumptions relating to cost of capital, general market
and macroeconomic conditions, industry trends, comparable companies, share price volatility of the subject company, expected terms of
options and discount rates. These assumptions are inherently uncertain. Changes in these assumptions could significantly affect the amount
of employee share-based compensation expense we recognize in our consolidated financial statements.
We recorded share-based compensation expenses of RMB7.3 million, RMB5.2 million and RMB1.9 million ($0.3 million) for the share
options in the fiscal years ended March 31, 2008, 2009 and 2010, respectively. As of March 31, 2010, there were RMB2.8 million of total
unrecognized compensation costs related to non-vested share options. These costs are expected to be recognized over a weighted average
period of approximately 2.1 years.
We determined the estimated fair value of our employees’ share options granted in October 2007 and in January 2008 based on
retrospective valuations conducted by Jones Lang LaSalle Sallmanns Limited, an independent third-party valuation firm. For the July 2008,
February 2009 and March 2010 grants, we determined the estimated fair value based on valuations conducted by Jones Lang LaSalle
Sallmanns Limited.
The fair value of the options on the date of grant was determined using the binomial option pricing method under the following
assumptions.
Estimated weighted average fair value at grant date of underlying common shares
(per share)
Expected weighted average volatility
Weighted average risk-free interest rate (per annum)
Expected weighted average dividends
Suboptimal exercise factor
2008
$5.67
52%
3.80%
—
2.0x
Year Ended March 31,
2009
$4.79
73%
3.53%
—
2.0x
2010
$2.15
67%
3.89%
—
2.0x
We granted 391,800 share options in October 2007. The estimated fair market value of underlying shares was determined to be $5.90
based on the mid-point of our estimated range of the initial public offering price and after applying a discount of 9.16% to account for
inherent business risk and lack of marketability. On January 28, 2008 we granted 100,000 share options. The estimated fair market value of
underlying shares was determined to be $4.75 based on our IPO price. For the July 2008, February 2009 and March 2010 grants, the fair
value of
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underlying shares was $6.33, $2.685 and $2.15 respectively and was determined based on the traded price of our ADRs on the option grant
date.
For options granted prior to our IPO, because we did not have an internal market for its shares, the expected volatility of our future
common share price was based on the historical price volatility of the common shares of comparable publicly traded training and testing
services companies operating in the United States. For our share options issued after our IPO, we used an expected volatility that ranged
from 66% to 83%, which were based on implied volatilities from traded options of comparable publicly traded training and testing services
companies operating in the United States and the historical volatility of the Company’s ADRs. Changes in our estimates and assumptions
regarding the expected volatility of our common shares could significantly impact the estimated fair values of our share options determined
under the binomial valuation model and, as a result, our net earnings and the net earnings applicable to our common shareholders.
Since the share options, once exercised, will primarily trade in the United States and there was no comparable PRC zero coupon rate, the
risk-free rate for periods within the contractual life of the option is based on the United States treasury yield curve in effect at the time of
grant. We did not have any plan to declare dividends as of the grant dates.
Results of Operations
The following table sets forth a summary, for the periods indicated, of our consolidated results of operations and each item expressed as a
percentage of our total net revenues. Our historical results presented below are not necessarily indicative of the results that may be expected
for any future period.
2008
RMB
%
For the fiscal year Ended March 31,
2009
RMB
%
(In thousands, except for percentages and per share data)
RMB
2010
US$
%
Net revenues:
Testing services
Test-based educational
services
Test preparation and
training solutions
Other
Total net revenues
Cost of revenues
Gross profit
78,198
45.4%
137,046
63.0%
187,158
27,419
76.4%
48,595
28.2%
42,546
19.6%
31,786
4,657
13.0%
36,908
8,387
172,088
66,947
105,141
21.5%
4.9%
100.0%
38.9%
61.1%
25,071
12,882
217,545
92,608
124,937
11.5%
5.9%
100.0%
42.6%
57.4%
11,149
14,938
245,032
129,535
115,497
1,633
2,188
35,898
18,977
16,921
4.6%
6.1%
100.0%
52.9%
47.1%
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Operating expenses:
Research and
development
Sales and marketing
General and
administrative
Provision for doubtful
accounts
Total operating expenses
Income (loss) from
operations
Gain from sale of an
affiliate
Gain from liquidation of
an affiliate
Interest income
Subsidy income
Foreign currency
exchange gains
(losses), net
Earnings (losses) before
2008
2009
RMB
%
RMB
%
RMB
For the fiscal year Ended March 31,
12,882
28,805
7.5%
16.7%
16,241
24,922
7.5%
11.5%
22,708
38,951
38,371
22.3%
47,555
21.9%
56,839
2010
US$
3,327
5,706
8,327
1,655
81,713
1.0%
47.5%
9,831
98,549
4.5%
45.3%
27,053
145,551
3,963
21,324
%
9.3%
15.9%
23.2%
11.0%
59.4%
23,428
13.6%
26,388
12.1%
(30,055)
(4,403)
(12.3)%
2,837
1.6%
—
—
988
474
—
0.6%
0.3%
—
—
395
2,000
—
0.2%
0.9%
—
—
731
—
—
—
107
—
—
—
0.3%
—
(236)
(0.1%)
665
0.3%
(284)
(42)
(0.1%)
income tax
27,491
16.0%
29,448
13.5%
(29,608)
(4,338)
(12.1)%
Income tax benefit
(expense)
Net income (loss)
(7,321)
20,170
(4.3%)
11.7%
(6,638)
22,810
(3.0%)
10.5%
(5,742)
(35,350)
(841)
(5,179)
(2.3%)
(14.4)%
Basic earnings (loss) per common share
Diluted earnings (loss) per common share
2008
RMB
0.79
0.53
For the fiscal year Ended March 31,
2009
RMB
0.50
0.49
2010
RMB
(0.79)
(0.79)
US$
(0.12)
(0.12)
Fiscal Year Ended March 31, 2010 Compared to Fiscal Year Ended March 31, 2009
Net Revenues
Our total net revenues increased by RMB27.5 million, or 12.6%, to RMB245.0 million ($35.9 million) in the fiscal year ended March 31,
2010 from RMB217.5 million in the fiscal year ended March 31, 2009, primarily as a result of increases in net revenues from our testing
services.
Testing services. Testing services net revenues increased by RMB50.1 million, or 36.6% to RMB187.2 million ($27.4 million) in the
fiscal year ended March 31, 2010 from RMB137.0 million in the fiscal year ended March 31, 2009. The total number of tests delivered,
which affects our testing services net revenues, increased to 5,760,147 in the fiscal year ended March 31, 2010 from 5,063,379 in the fiscal
year ended March 31, 2009. Our average revenue per test delivered also increased to RMB32.5 ($4.8) in the fiscal year ended March 31,
2010 from RMB27.1 in the fiscal year ended March 31, 2009. This increase in both the average revenue per test and the number of tests
delivered was due, in part, to a significant increase in the number of finance industry-related tests delivered, which tests also have a relatively
high revenue per test. Our net revenues from testing services provided to the China Banking Association, the Securities Association of China
and the China Futures Association grew to an aggregate of RMB130.6 million ($19.1 million) in the fiscal year ended March 31, 2010 from
RMB108.9 million in the fiscal year ended March 31, 2009. The number of tests delivered for these three clients increased to 3.1 million in
the fiscal year ended March 31, 2010 from 2.4 million in the fiscal year ended March 31, 2009. Our net revenues from TOEIC, which we
introduced at the end of the fiscal year ended March 31, 2009, grew to RMB19.3 million ($2.8 million), and our net revenues from HR
Select, which was newly introduced at the beginning of the fiscal year ended March 31, 2010, were RMB10.5 million ($1.5 million).
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Test-based educational services. Revenues from test-based educational services decreased by RMB10.8 million, or 25.3%, to
RMB31.8 million ($4.7 million) in the fiscal year ended March 31, 2010 from RMB42.5 million in the fiscal year ended March 31, 2009.
Degree major course program revenues decreased RMB5.5 million, or 17.5%, to RMB26.0 million ($3.8 million) in the fiscal year ended
March 31, 2010 from RMB31.5 million in the fiscal year ended March 31, 2009. Single course program revenues decreased to
RMB4.3 million ($0.6 million) in the fiscal year ended March 31, 2010 from RMB4.6million in the fiscal year ended March 31, 2009. Pre-
occupational training program revenues decreased by RMB2.1 million, or 58.3%, to RMB1.5 million ($0.2 million) in the fiscal year ended
March 31, 2010 from RMB3.6 million in the fiscal year ended March 31, 2009 as a result of an decrease in the number of students
participating in these programs. We are no longer devoting significant resources to growing or marketing our test-based educational services.
Test preparation and training solutions. Our revenues from test preparation and training solutions decreased to RMB11.1 million
($1.6 million) in the fiscal year ended March 31, 2010 from RMB25.1 million in the fiscal year ended March 31, 2009, primarily as a result
of decreases in the sales of our NTET Tutorial Platform. Revenues from our NTET Tutorial Platform were insignificant in the fiscal year
ended March 31, 2010, compared to RMB16.1 million in the fiscal year ended March 31, 2009 as we ceased substantially all sales of the
NTET Tutorial Platform due to the delay in the implementation of the national NTET test. Revenues from our online test preparation services
for finance industry-related tests increased by RMB1.2 million, or 13.3%, to RMB10.2 million ($1.5 million) in the fiscal year ended
March 31, 2010 from RMB9.0 million in the fiscal year ended March 31, 2009.
Other revenues. Other revenues increased by RMB2.1 million, or 16.0%, to RMB15.0 million ($2.2 million) in the fiscal year ended
March 31, 2010 from RMB12.9 million in the fiscal year ended March 31, 2009, primarily due to an increase in revenues from sales of JDX
software, test content development services and other test peripherals.
Gross Profit
Our gross profit decreased by RMB9.4 million to RMB115.5 million ($16.9 million) in the fiscal year ended March 31, 2010 from
RMB124.9 million in the fiscal year ended March 31, 2009. Our gross margin decreased to 47.1% in the fiscal year ended March 31, 2010
from 57.4% in the fiscal year ended March 31, 2009. The decrease in our gross margin was primarily due to higher staff salaries and
compensation of RMB3.7 million resulting from the increase in headcount to support the business growth, higher testing monitoring costs of
RMB4.3 million related to our TOEIC and HR Select businesses, an impairment of RMB5.5 million related to the prepaid royalty fee for
certain content that the Company believes will not be used in the future, increase in amortization and depreciation expenses of RMB
3.2 million related to technology upgrades and increase in the TOEIC royalty fee of RMB5.8 million. The decrease in our gross margin was
also due to the significant decrease in the sales of our NTET Platform Tutorial software, which has relatively high gross margin, in the fiscal
year ended March 31, 2010.
Operating Expenses
Our operating expenses increased by RMB47.0 million, or 47.7%, to RMB145.6 million ($21.3 million) in the fiscal year ended
March 31, 2010 from RMB98.5 million in the fiscal year ended March 31, 2009.
General and administrative expenses. Our general and administrative expenses increased by RMB9.2 million, or 19.5%, to
RMB56.8 million ($8.3 million) in the fiscal year ended March 31, 2010 from RMB47.6 million in the fiscal year ended March 31, 2009.
Salaries and compensation expenses increased by RMB4.0 million, or 23.3%, to RMB21.2 million ($3.1 million) in the fiscal year ended
March 31, 2010, from RMB17.2 million in the fiscal year ended March 31, 2009, primarily due to the expansion of the management team.
Our share-based compensation increased by RMB2.1 million, or 53.8%, to RMB6.0 million ($0.9 million) in the fiscal year ended
March 31, 2010, from RMB3.9 million in the fiscal year ended March 31, 2009, primarily related to a transfer of existing shares to Benson
Tsang, our current chief financial officer, and grant of restricted shares (which are referred to in the Consolidated Financial Statements and
accompanying Notes as “nonvested shares” per FASB ASC Topic 718) to Bo Lin, our current chief operating officer.
Sales and marketing expenses. Our sales and marketing expenses increased by RMB14.0 million, or 56.3%, to RMB39.0 million
($5.7 million) in the fiscal year ended March 31, 2010 from RMB24.9 million in the fiscal year ended March 31, 2009. Sales and marketing
expenses as a percentage of our total net revenues increased to 15.9% in the fiscal year ended March 31, 2010 from 11.5% in the fiscal year
ended March 31, 2009. This increase was primarily related to RMB6.4 million increase in marketing expenditures and RMB6.9 million
increase in salaries and compensation due to additional sales and marketing headcounts to grow our HR Select and TOEIC testing services.
We expect that our sales and marketing expenses will continue to increase in the near term as we continue to expand our marketing efforts,
particularly in relation to our new service offerings.
Research and development expenses. Our research and development expenses increased by RMB6.5 million, or 39.8%, to
RMB22.7 million ($3.3 million) in the fiscal year ended March 31, 2010 from RMB16.2 million in the fiscal year ended March 31, 2009.
This increase was due primarily to the RMB 3.1 million increase in employees salaries and compensation, and RMB 3.0 million higher
system development expenses for new businesses and updating of our current test item database.
Provision for doubtful accounts. Bad debt expenses increased by RMB17.2 million, or 175.7%, to RMB27.1 million ($4.0 million) in
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the fiscal year ended March 31, 2010, from RMB9.8 million in the fiscal year ended March 31, 2009, primarily due to a provision related to
accounts receivable from sales of our NTET Tutorial Platform software. In the fiscal year ended March 31, 2010, we experienced a delay in
the cash collection of our receivables from NTET customers. As of March 31, 2010, our accounts receivable from NTET customers that
were aged more than one year were RMB24.7 million. Based on the ageing of such receivables, we concluded it is probable that we will be
unable to collect the remaining balance due and a full provision for NTET accounts receivable was recognized during the fiscal year ended
March 31, 2010.
Interest Income
Our interest income was RMB0.7 million in the fiscal year ended March 31, 2010 and RMB0.4 million in the fiscal year ended March 31,
2009. Our interest income was slightly higher in the fiscal year ended March 31, 2010 because of changes in relevant interest rates on
deposits.
Subsidy Income
We recorded no subsidy income in the fiscal year ended March 31, 2010, compared to our subsidy income of RMB2.0 million in the
fiscal year ended March 31, 2009, which was a refund from the local government, as a reward for our successful listing on an overseas stock
market.
Foreign Currency Exchange Gains (Losses), Net
We recorded a net foreign currency exchange loss of RMB0.3 million ($41,589) in the fiscal year ended March 31, 2010, compared with
a net gain of RMB0.7 million in the fiscal year ended March 31, 2009, primarily due to the decrease of the effects of appreciation of
Renminbi against the U.S. dollar in relation to the remeasurement of foreign currency-denominated monetary assets and liabilities, primarily
U.S. dollar cash held by our PRC subsidiaries.
Income Tax Expense
We had income tax expense of RMB5.7 million ($0.8 million) in the fiscal year ended March 31, 2010, compared to RMB6.6 million in
the fiscal year ended March 31, 2009. We had income tax expense in the fiscal year ended March 31, 2010 despite having a loss before
income tax of RMB29.6 million ($4.3 million) mainly due to the impact from non-tax-deductible expenses, which reduced our income tax
benefit by RMB 7.6 million. Increase in valuation allowance for deferred income tax assets of RMB3.7 million ($0.5 million) also had an
impact on our effective income tax rate in the fiscal year ended March 31, 2010.
Net Income (Loss)
As a result of the above factors, we had net loss of RMB35.3 million ($5.2 million) in the fiscal year ended March 31, 2010 compared to
net income of RMB22.8 million in the fiscal year ended March 31, 2009.
Our basic loss per common share and diluted loss per common share were RMB0.79 ($0.12) in the fiscal year ended March 31, 2010,
compared to basic earnings per common share of RMB0.50 and diluted earnings per common share of RMB0.49 in the fiscal year ended
March 31, 2009. The Company’s dilutive common equivalent shares in the fiscal years ended March 31, 2009 and 2010 consisted of
1,027,986 and nil common shares, respectively, issuable upon exercise of outstanding share options and vesting of restricted shares,
respectively (using the treasury stock method), and 27,524 and nil common shares, respectively, issuable upon exercise of warrants,
respectively (using the treasury stock method).
Fiscal Year Ended March 31, 2009 Compared to Fiscal Year Ended March 31, 2008
Net Revenues
Our total net revenues increased by RMB45.4 million, or 26.4%, to RMB217.5 million in the fiscal year ended March 31, 2009 from
RMB172.1 million in the fiscal year ended March 31, 2008, primarily as a result of increases in revenues from our testing services.
Testing services. Testing services revenues increased by RMB58.8 million, or 75.2% to RMB137.0 million in the fiscal year ended
March 31, 2009 from RMB78.2 million in the fiscal year ended March 31, 2008. This increase was primarily driven by test delivery
revenues, which increased by RMB58.6 million, or 76.2%, to RMB135.5 million in the fiscal year ended March 31, 2009 from
RMB76.9 million in the fiscal year ended March 31, 2008. The total number of tests delivered, which affects our testing services revenues,
increased to 5,063,379 in the fiscal year ended March 31, 2009 from 3,632,285 in the fiscal year ended March 31, 2008. Our average
revenue per test delivered also increased to RMB27.1 in the fiscal year ended March 31, 2009 from RMB21.5 in the fiscal year ended
March 31, 2008. This increase in both the average revenue per test and the number of tests delivered was due, in part, to a significant
increase in the number of finance industry-related tests delivered, where tests have a relatively higher revenue per test.
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Although the global financial crisis affected the overall Chinese economy in the second half of calendar year 2008 through the first half of
calendar year 2009, we did not experience declines in our testing services attributable to the crisis. Our net revenues from testing services
provided to the China Banking Association, the Securities Association of China and the China Futures Association grew to an aggregate of
RMB108.9 million in the fiscal year ended March 31, 2009 from RMB55.9 million in the fiscal year ended March 31, 2008. The number of
tests delivered for these three clients increased to 2.4 million in the fiscal year ended March 31, 2009 from 1.1 million in the fiscal year ended
March 31, 2008.
Test-based educational services. Revenues from test-based educational services decreased by RMB6.1 million, or 12.6%, to
RMB42.5 million in the fiscal year ended March 31, 2009 from RMB48.6 million in the fiscal year ended March 31, 2008. Degree major
course program revenues decreased RMB5.0 million, or 13.7%, to RMB31.5 million in the fiscal year ended March 31, 2009 from
RMB36.5 million in the fiscal year ended March 31, 2008. Single course program revenues decreased to RMB4.6 million in the fiscal year
ended March 31, 2009 from RMB9.4 million in the fiscal year ended March 31, 2008. Pre-occupational training program revenues increased
by RMB0.9 million, or 33.3%, to RMB3.6 million in the fiscal year ended March 31, 2009 from RMB2.7 million in the fiscal year ended
March 31, 2008 as a result of an increase in the number of students participating in these programs. Beginning in December 2008, we have
redirected most of our sales and marketing efforts from our test-based education services towards our newly developed testing services such
as HR Select and TOEIC where we believe there are greater market opportunities.
Test preparation and training solutions. Our revenues from test preparation and training solutions decreased to RMB25.1 million in the
fiscal year ended March 31, 2009 from RMB36.9 million in the fiscal year ended March 31, 2008, primarily as a result of decreases in the
sales of our NTET Tutorial Platform. Sales of our NTET Tutorial Platform decreased by RMB15.7 million, or 49.4%, to RMB16.1 million
in the fiscal year ended March 31, 2009 from RMB31.8 million in the fiscal year ended March 31, 2008 due to lower approved budgets for
relevant governmental agencies to procure this software as the deadline for the national NTET test has been deferred. As of March 31, 2009,
we had accounts receivable aged over one year of RMB8.6 million from sales of NTET Tutorial Platform software. Revenues from our
online test preparation services for finance industry-related tests increased by RMB3.9 million, or 76.5%, to RMB9.0 million in the fiscal
year ended March 31, 2009 from RMB5.1 million in the fiscal year ended March 31, 2008.
Other revenues. Other revenues increased by RMB4.5 million, or 53.6%, to RMB12.9 million in the fiscal year ended March 31, 2009
from RMB8.4 million in the fiscal year ended March 31, 2008, primarily due to an increase in revenues from ancillary test services.
Gross Profit
Our gross profit increased by RMB19.8 million to RMB124.9 million in the fiscal year ended March 31, 2009 from RMB105.1 million
in the fiscal year ended March 31, 2008. Our gross margin decreased to 57.4% in the fiscal year ended March 31, 2009 from 61.1% in the
fiscal year ended March 31, 2008. The decrease in our gross margin was primarily due to the decrease in revenues from higher gross margin
NTET sales.
Operating Expenses
Our operating expenses increased by RMB16.8 million, or 20.6%, to RMB98.5 million in the fiscal year ended March 31, 2009 from
RMB81.7 million in the fiscal year ended March 31, 2008.
General and administrative expenses. Our general and administrative expenses increased by RMB9.2 million, or 23.9%, to
RMB47.6 million in the fiscal year ended March 31, 2009 from RMB38.4 million in the fiscal year ended March 31, 2008. Salaries and
compensation expenses increased by RMB4.6 million, or 36.5%, to RMB17.2 million in the fiscal year ended March 31, 2009, from
RMB12.6 million in the fiscal year ended March 31, 2008, primarily due to the expansion of the management team. Professional services
expenses increased by RMB6.1 million, or 53.0%, to RMB17.6 million in the fiscal year ended March 31, 2009 from RMB11.5 million in
the fiscal year ended March 31, 2008, mainly due to incremental expenses related to maintaining compliance as a public company. Our
general and administrative expenses were offset by a rebate of RMB2.9 million from Citibank N.A., our depositary, for proceeds related to
the administration of ADRs.
Sales and marketing expenses. Our sales and marketing expenses decreased by RMB3.9 million, or 13.5%, to RMB24.9 million in the
fiscal year ended March 31, 2009 from RMB28.8 million in the fiscal year ended March 31, 2008. Sales and marketing expenses as a
percentage of our total net revenues decreased to 11.5% in the fiscal year ended March 31, 2009 from 16.7% in the fiscal year ended
March 31, 2008. This decrease was primarily related to a decrease in our expenses on business development activities for test-based
educational services.
Provision for doubtful accounts. Bad debt expenses increased by RMB8.2 million, or 493.8%, to 9.8 million in the fiscal year ended
March 31, 2009, from RMB1.7 million in the fiscal year ended March 31, 2008, primarily relating to our test-based education services as
some schools declined to pay for previously provided services after their relationship with us terminated, and a provision of RMB3.3 million
pertaining to an advance payment to a third party pursuant to a 2005 business cooperation arrangement that was terminated.
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Research and development expenses. Our research and development expenses increased by RMB3.3 million, or 25.6%, to
RMB16.2 million in the fiscal year ended March 31, 2009 from RMB12.9 million in the fiscal year ended March 31, 2008. This increase
was due primarily to increases in costs related to development of our HR Select, TOEIC and Cambridge ESOL Young Learners English
service offerings.
Interest Income
Our interest income was RMB0.4 million in the fiscal year ended March 31, 2009 and RMB0.5 million in the fiscal year ended March 31,
2008. Our interest income was slightly lower in the fiscal year ended March 31, 2009 because of changes in relevant interest rates on
deposits.
Subsidy Income
Our subsidy income of RMB2.0 million in the fiscal year ended March 31, 2009 is a refund from the local government as a reward for
our successful listing on an overseas stock market.
Foreign Currency Exchange Benefit (Losses), Net
Our net foreign currency exchange results improved and resulted in a net gain of RMB0.7 million in the fiscal year ended March 31,
2009, compared with a net loss of RMB0.2 million in the fiscal year ended March 31, 2008, primarily due to the effects of appreciation of
Renminbi against U.S. dollar in relation to a U.S. dollar loan made from ATA BVI to ATA Learning.
Income Tax Expense
We had income tax expense of RMB6.6 million in the fiscal year ended March 31, 2009, compared to RMB7.3 million in the fiscal year
ended March 31, 2008. Our effective tax rate decreased from 26.6% in the fiscal year ended March 31, 2008 to 22.5% in the fiscal year
ended March 31, 2009, mainly due to an incentive, which was not in effect for the previous fiscal year, from the local tax authority relating to
research and development.
Net Income
As a result of the above factors, we had net income of RMB22.8 million in the fiscal year ended March 31, 2009 compared to
RMB20.2 million in the fiscal year ended March 31, 2008.
Our basic earnings per common share were RMB0.79 and RMB0.50 in the fiscal years ended March 31, 2008 and 2009, respectively.
Our diluted earnings per common share were RMB0.53 and RMB0.49 in the fiscal years ended March 31, 2008 and 2009, respectively. The
Company’s dilutive common equivalent shares in the fiscal years ended March 31, 2008 and 2009 consisted of 2,062,324 and 1,027,986
common shares issuable upon exercise of outstanding share options and restricted shares, respectively (using the treasury stock method),
481,125 and 27,524 common shares issuable upon exercise of warrants, respectively (using the treasury stock method), and 9,775,462 and
nil common shares issuable upon the conversion of the convertible preferred shares, respectively (using the as-converted method).
B. Liquidity and Capital Resources
We have financed our working capital and capital expenditure requirements primarily through cash provided by operating activities and
the proceeds from our 2008 initial public offering.
As of March 31, 2010, we had RMB213.9 million ($31.3 million) in cash. Our cash was primarily deposited with reputable banks in
China and Hong Kong. We intend to finance our future additional working capital and capital expenditure needs principally from cash
provided by operating activities.
The following table summarizes our net cash flows with respect to operating activities, investing activities and financing activities in the
fiscal years ended March 31, 2008, 2009 and 2010:
Net cash provided by (used in) operating activities
Net cash provided by (used in) investing activities
Net cash provided by (used in) financing activities
For the fiscal year Ended March 31,
2009
RMB
2010
RMB
US$
(In thousands)
31,538
(35,053)
(10,640)
(27,965)
(61,663)
(6,670)
(4,097)
(9,034)
(977)
2008
RMB
305
(5,107)
299,286
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Effect of foreign exchange rate changes on cash
Net (decrease) increase in cash
Cash at beginning of year
Cash at end of year
Fiscal Year Ended March 31, 2010
2008
RMB
(7,306)
287,178
45,019
332,197
For the fiscal year Ended March 31,
2009
RMB
2010
RMB
US$
(In thousands)
(7,539)
(21,694)
332,197
310,503
(331)
(96,629)
310,503
213,874
(48)
(14,156)
45,490
31,333
Net cash used by operating activities was RMB28.0 million ($4.1 million) in the fiscal year ended March 31, 2010 compared to net cash
provided by operating activities of RMB31.5 million in the fiscal year ended March 31, 2009. Our net cashflow from operating activities in
the fiscal year ended March 31, 2010 was impacted by our significant increase in cash expenditures of RMB36.2 million on test monitoring
costs and other operating expenses primarily due to the increased number of the tests delivered and development and marketing efforts for
TOEIC, HR select and Cambridge ESOL Young Learners English services. Contributing to this decreased cash flow was a decrease in cash
collected from our testing service and test preparation and training solutions, primarily due to a decrease of RMB16.1 million advance
received from test takers in relation to test in June for the China Banking Association. The test registration deadline for the test in June was
postponed to early April 2010 as compared to late March 2009, which resulted a decrease in advance received from test takers from
RMB17.0 million as of March 31, 2009 to RMB0.9 million as of March 31, 2010.
Net cash used in investing activities in the fiscal year ended March 31, 2010 of RMB61.7 million ($9.0 million) was primarily attributable
to capital expenditures, including the RMB52.6 million paid in July 2009 for the purchase of our office space in Beijing.
Net cash used in financing activities in the fiscal year ended March 31, 2010 was RMB6.7 million ($1.0 million), primarily attributable to
RMB11.9 million ($1.7 million) used to repurchase our common shares in the open market, offset by proceeds of RMB5.2 million
($0.8 million) from the collection of loans to shareholders.
We believe that our current cash and expected future cash flows from operating activities, particularly from testing services and test
preparation and training solutions, is sufficient to meet our present working capital requirements. Our current expansion plans do not require
significant capital commitments. We do not expect our short-term and long-term cash requirements to be materially different.
Nevertheless, we may require additional sources of liquidity in the event of changes in business conditions or other future developments.
Factors affecting our sources of liquidity include our sales performance and changes in working capital. Any changes in the significant
factors affecting our revenues from testing services, test-based educational services and test preparation and training solutions may cause
material fluctuations in our cash generated from operations. See “— Net Revenues” for a description of these significant factors. Changes in
working capital, including any significant shortening or lengthening of our accounts receivable cycle or client prepayment cycles, may also
cause fluctuations in our cash generated from operations. If our sources of liquidity are insufficient to satisfy our cash requirements, we may
seek to sell additional equity or debt securities to meet our cash needs. The sale of convertible debt securities or additional equity securities
could result in dilution to our shareholders. The incurrence of indebtedness would result in debt service obligations and could result in
operating and financial covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on
terms acceptable to us, if at all. For a discussion of the limitations on the ability of our operating subsidiaries to pay dividends to us, see
Item 8.A, “Financial Information — Dividend Policy.”
From time to time, we evaluate possible investments, acquisitions or divestments and may, if a suitable opportunity arises, make an
investment or acquisition or conduct a divestment. We generally deposit our excess cash in interest-bearing bank accounts located at banks in
China and Hong Kong.
Fiscal Years Ended March 31, 2008 and 2009
Net cash provided by operating activities was RMB31.5 million in the fiscal year ended March 31, 2009 compared to RMB0.3 million in
the fiscal year ended March 31, 2008. In the fiscal year ended March 31, 2009, we experienced a significant increase in cash collected from
our testing services and test preparation and training solutions, including RMB59.8 million cash collected from test takers in relation to tests
delivered for the China Banking Association, the majority of which was an advance received for tests taken in May and June, 2009. Partially
offsetting this increased cash inflow was an increase in cash paid for income taxes of RMB4.6 million, primarily due to the increased taxable
income, and an increase in cash expenditures on test monitoring costs and other operating expenses primarily due to the increased number of
the tests delivered and development and marketing efforts for TOEIC, HR select and Cambridge ESOL Young Learners English services.
Net cash used in investing activities in the fiscal year ended March 31, 2009 of RMB35.1million was primarily attributable to the
RMB20.5million upfront royalty fee paid to ETS and RMB14.2 million spent on software and capital equipment, including computers and
servers. Net cash provided by investing activities in the fiscal year ended March 31, 2008 of RMB5.1 million was primarily attributable to
the proceeds from disposal of our interest in Wendu Education and from the liquidation of ATA Jiangsu, offset by RMB5.7 million spent on
capital equipment, including computers and servers, and by RMB4.4 million paid as the deposit pursuant to the acquisition agreement for
Beijing JDX and JDX BVI.
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Net cash used in financing activities in the fiscal year ended March 31, 2009 was RMB10.6 million, primarily attributable to
RMB10.1 million used to repurchase our common share in the open market, offset by proceeds of RMB1.0 million from exercise of
warrants. Net cash provided by financing activities in the fiscal year ended March 31, 2008 was RMB298.3 million, primarily attributable to
the proceeds of RMB317.6 million raised from our initial public offering, offset by RMB19.3 million cash paid in connection with the
preparation for our initial public offering.
Capital Expenditures
The following table sets forth our historical capital expenditures for the periods indicated. Actual future capital expenditures may differ
from the amounts indicated below.
Total capital expenditures
2008
RMB
5,723
For the Year Ended March 31,
2009
RMB
2010
RMB
(In thousands)
34,688
59,357
US$
8,696
Historically, our capital expenditures were made primarily for the purchase of software, computer equipment and servers. Our capital
expenditures in the fiscal year ended March 31, 2010 were higher than in the past because of our payment of RMB52.6 million in July 2009
for the purchase of our office in Beijing. Our capital expenditures in the fiscal year ended March 31, 2011 are expected to be lower.
In March 2009, ATA signed an agreement of cooperation with ETS pursuant to which ATA will be the exclusive agent for ETS’s
TOEIC exam in China for ten years from March 2009. We paid ETS a RMB 20.5 million ($3 million) royalty fee in March 2009, which will
be amortized over the ten year contract period.
Foreign Currency Exchange
ATA Inc. and ATA BVI’s functional currency is the U.S. dollar. Our PRC subsidiaries and variable interest entity’s functional currency
is Renminbi. The non-Renminbi portion of our revenues — primarily consists of U.S. dollar-denominated licensing fees and royalty
payments, while the non-Renminbi portion of our expenditures primarily consists of professional fees, either denominated in U.S. dollars or
Hong Kong dollars. As of March 31, 2010, we had RMB213.9 million (US$31.3 million) in cash, including RMB129.0 million (US$
18.9 million) bank balance held in U.S. dollar-denominated accounts with banks in Hong Kong. Fluctuations in exchange rates, primarily
those involving the U.S. dollar against the Renminbi, may affect our costs and operating margins and our reported operating results. Under
the current foreign exchange system in China, our operations in China may not be able to hedge effectively against currency risk, including
any possible future Renminbi devaluation. See Item 3.D. “Key Information — Risk Factors — Risks Relating to the People’s Republic of
China — Fluctuations in exchange rates could result in foreign currency exchange losses.”
Recent Accounting Pronouncements
In October 2009, the FASB issued ASU 2009-13, Revenue Recognition: Multiple-Deliverable Revenue Arrangements—a consensus of
the FASB Emerging Issues Task Force, that requires companies to allocate revenue in multiple-element arrangements based on an element’s
estimated selling price if vendor-specific or other third-party evidence of value is not available. This ASU is effective beginning January 1,
2011 with earlier application permitted. The Company is in the process of evaluating the impact on its consolidated financial statements.
C. Research and Development
Research and development is important to our continued success. Our research and development initiatives are designed to improve our
existing testing technologies and to develop new and innovative technologies. We conduct our research and development activities primarily
in-house but may also from time to time outsource certain research and development activities. We have an experienced team of engineers
with expertise in the fields of computing, software, system design, and test design and conversion. Our research and development team
consisted 100 people as of March 31, 2010. We will continue to look selectively for experienced software engineers and other technology
talent to further increase our technological capabilities. While we focus on development of technologies that can be commercialized and
integrated into our service offerings in the short term, we also invest in the research and development of testing technologies for the medium
and long term in preparation for the next generation and cutting-edge products and services. In addition, we are developing upgrades of our
key technologies, including our Dynamic Simulation technology, our ETX platform and our HR Select interface. Our total expenses for
research and development were RMB12.9 million, RMB16.2 million and RMB22.7 million ($3.3 million) in the fiscal years ended
March 31, 2008, 2009 and 2010, respectively.
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D. Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events
for the period from April 1, 2007 to March 31, 2010 that are reasonably likely to have a material adverse effect on our revenues, income,
profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future
operating results or financial conditions.
E. Off-Balance Sheet Arrangements
We do not currently have, and do not expect in the future to have, any off-balance sheet arrangements or commitments. In our ongoing
business, we do not plan to enter into transactions involving, or otherwise form relationships with, unconsolidated entities or financial
partnerships established for the purpose of facilitating off-balance sheet arrangements or commitments.
F. Tabular Disclosure of Contractual Obligations
Contractual Obligations and Commercial Commitments
The following table sets forth our contractual obligations as of fiscal year ended March 31, 2010:
Operating Lease Obligations
18,104
5,343
Total
Within 1
Year
Payment Due by Period
1-3 Years
(In thousands of RMB)
10,018
3-5 Years
2,743
More than 5
Years
—
Our operating lease obligations comprised of our office lease obligations for our offices in China. These office leases expire at different
times over the period from the date of this annual report through January 2014, and will become subject to renewal. We will evaluate the
need to renew each office lease on a case-by-case basis prior to its expiration. As we purchased our Beijing office space in July 2009, its
related lease obligation was not included in the table above.
Indebtedness
We currently do not have any outstanding debt, debt securities, contingent liabilities, mortgages, or liens.
G. Safe Harbor
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. See
“Introduction—Forward-Looking Statements.”
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
The following table sets forth certain information relating to our directors and executive officers as of the date of this annual report. The
business address of each of our directors and executive officers is 8th Floor, Tower E, 6 Gongyuan West Street, Jian Guo Men Nei, Beijing
100005, China.
Name
Kevin Xiaofeng Ma
Walter Lin Wang
Benson Tsang
Bo Lin
Andrew Yan
Hope Ni
Alec Tsui
Jianmin Ding
Patrick Tien
Alex Tong
Age
46
48
45
41
52
38
61
44
53
47
Position
Chairman of the Board of Directors, Chief Executive Officer
Director, President
Chief Financial Officer, Financial and Principal Accounting Officer
Chief Operating Officer
Director
Director
Director
Vice President
Vice President of Channel and Sales
Vice President of Business Development
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Name
Shuqiu Zhao
Degang Xie
Amy Tung
Age
38
38
38
Vice President
Vice President
Financial Controller
Position
Kevin Xiaofeng Ma is co-founder, chairman of the board and chief executive officer of our company. Prior to co-founding our company,
Mr. Ma co-founded Dynamic Technology Corporation and served as its chief executive officer from 1996 to 1998. From 1990 to 1996,
Mr. Ma served as general manager in the Hainan High-Tech Industry International Cooperation Center. Previously, Mr. Ma gained
experience as vice president at the Beijing MDI High-Tech Center, as president at Beijing Zhongjia Integrated Intelligent System
Engineering, and as director at China Radio International. Mr. Ma is a member of the board of directors of a number of private enterprises
with operations in China, which do not compete with our business. Mr. Ma graduated from Nanjing University with a bachelor’s degree in
economics.
Walter Lin Wang is a co-founder, director and president of our company. Prior to co-founding our company, Mr. Wang practiced
independent IT consulting. Mr. Wang also worked as an engineer and deputy department head at the PRC Ministry of Railways’ Information
Center. Mr. Wang holds a bachelor’s degree in computer science from Southwest Jiaotong University and a master’s degree in computer
science from University of Central Florida.
Benson Tsang became our chief financial officer and financial and principal accounting officer in March 2010. Mr. Tsang has more than
21 years of experience in accounting, financial management, and the capital markets. He has held senior financial and management positions
in multinational corporations and international accounting firms, and has financial and accounting experience with companies listed on the
New York Stock Exchange, The Stock Exchange of Hong Kong, and the Singapore Exchange. Mr. Tsang served as Chief Financial Officer
of WuXi Pharmatech (Cayman) Inc. (NYSE: WX) from July 2006 to February 2009. Prior to that, Mr. Tsang held senior financial and
management positions in private and public companies, including PCCW Ltd. and Global Tech Holdings Ltd. He served with
PricewaterhouseCoopers and Deloitte Touche Tohmatsu from 1988 to 1996, and between March 2009 and March 2010, Mr. Tsang
provided consulting services through his own firm, the Benita Consulting Company. Mr. Tsang is a member of the Canadian Institute of
Chartered Accountants and the Hong Kong Institute of Certified Public Accountants. He received a Bachelor of Commerce degree and an
MBA degree from McMaster University in Canada.
Bo Lin became our chief operating officer in July 2009. Mr. Lin brings to our company more than 18 years of experience in enterprise
sales and marketing, strategic planning and operations management. Prior to joining us, Mr. Lin was the general manager of strategic
accounts with Microsoft China where he was responsible for the country-wide business drive focused on developing and expanding sales to
the State-Owned Enterprise and Public Sector customers. Before that, Mr. Lin had worked for China Hewlett-Packard for 14 years in
various roles, most recently as the vice president and general manager of strategic accounts and business development. Mr. Lin holds a
bachelor’s degree in economics from Beijing University of Technology and an MBA degree from the Kellogg School of Management of
Northwestern University.
Andrew Yan is a director of our company, and is an independent director pursuant to Nasdaq Stock Market Rule 5605(a)(2). He is the
managing partner of SAIF Partners III and SB Asia Investment Fund II L.P., and president & executive managing director of Softbank Asia
Infrastructure Fund. Before joining Softbank Asia Infrastructure Fund in 2001, Mr. Yan was a managing director and the head of the Hong
Kong office of Emerging Markets Partnership from 1994 to 2001. From 1993 to 1994, he was the director responsible for strategic planning
and business development for the Asia Pacific region at Sprint International Corporation. Mr. Yan has also worked as research fellow at the
Hudson Institute in Washington D.C., the World Bank and the State Commission for Economic Restructuring of the State Council of the
PRC. Mr. Yan was voted by the China Venture Capital Association as “The Venture Investor of the Year” in both 2004 and 2007. He was
also selected as one of the “Fifty Finest Private Equity Investors in the World” by the Private Equity International in 2007; “No. 1 Venture
Capitalist of the Year” by Forbes (China) in 2008 and 2009. He was the “Venture Capital Professional of the Year” by Asia Venture Capital
Journal in 2009. He is currently an independent non-executive Director of China Resources Land Limited and Fosun International Limited;
non-executive Director of Digital China Holdings Limited and MOBI Development Co., Ltd.; and Director of Acorn International Inc., Giant
Interactive Group Inc. and Eternal Asia Supply Chain Co., Ltd. (all 7 companies are listed in the Hong Kong Stock Exchange, NYSE,
NASDAQ or Shenzhen Stock Exchange). He also holds directorship in several SAIF portfolio companies. Mr. Yan received a Master of
Arts degree from Princeton University as well as a bachelor’s degree in engineering from the Nanjing Aeronautic Institute in the PRC.
Hope Ni is an Independent Director on our board. Ms. Ni was the chairman of the board of directors of China Fundamental Acquisition
Corp. from May 2008 to February 2010, and in February 2010, China Fundamental Acquisition acquired Beijing Wowjoint and the
surviving company was listed on NASDAQ in May 2010 (NASDAQ: BWOW). Until January 2008, Ms. Ni served as the chief financial
officer, director and secretary for Comtech Group Inc., a NASDAQ Select Global Market-listed company (NASDAQ: COGO) which she
joined in August 2004. Prior to joining Comtech, Ms. Ni spent six years as a practicing attorney at Skadden, Arps, Slate, Meagher & Flom
LLP in New York and Hong Kong, specializing in corporate finance, during which she was actively involved in the initial public offerings
and New York Stock Exchange/NASDAQ listings of a number of major global PRC-based companies. Prior to that, Ms. Ni worked at
Merrill Lynch’s investment banking division in New York. Ms. Ni is also an independent director at JA Solar Holdings Co., Ltd., a
NASDAQ-listed company (NASDAQ: JASO) and KongZhong Corporation, a NASDAQ-listed company (NASDAQ: Kong). Ms. Ni
received her J.D. degree from the University of Pennsylvania Law School and her bachelor’s degree in Applied Economics and Business
Management from Cornell University.
Alec Tsui is an independent director on our board. Mr. Tsui is currently an independent non-executive director of a number of listed
companies in Hong Kong, including Industrial and Commercial Bank of China (Asia) Limited, China Chengtong Development Group Ltd.,
COSCO International Holdings, China Power International Development Limited, China BlueChemical Limited, China Hui Yuan Juice
Holdings Co. Ltd., Pacific Online Ltd, and China Oilfield Services Limited. He was also an independent non-executive director of Melco
PBL Entertainment (Macau) Ltd. which is listed on the Nasdaq Global Market. He was the chairman of the Hong Kong Securities Institute
from 2001 to 2004. He was an advisor and a council member of the Shenzhen Stock Exchange from July 2001 to June 2002. He joined the
Hong Kong Stock Exchange in 1994 as an executive director of the finance and operations services division and became its chief executive
in 1997. Prior to that Mr. Tsui served at the Securities and Futures Commission of Hong Kong from 1989 to 1993. Mr. Tsui graduated from
the University of Tennessee with a bachelor’s degree
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and a Master of Engineering degree in industrial engineering. He completed a program for senior managers in government at the John F.
Kennedy School of Government of Harvard University.
Jianmin Ding became a vice president in charge of JDX business development of our company as of February 28, 2009. Mr. Ding has
been with ATA in charge of our marketing and business development since 2001. Prior to joining us, Mr. Ding was the chairman and CEO
of Shanghai Linping Property Ltd. Mr. Ding graduated from Nanjing University with a bachelor’s degree in economics.
Patrick Tien is a vice president, in charge of channel and sales, of our company. Prior to joining us in November 2005, Mr. Tien worked
as a project general director at Microsoft Learning from 1991 to 2005. Mr. Tien holds a bachelor’s degree in computer science from Chung
Yuan Christian University, and a master’s degree in computer engineering from University of Massachusetts, Lowell.
Alex Tong is a vice president, in charge of business development, of our company. Prior to joining us in September 2005, Mr. Tong
worked as the Asia Pacific General Manager at the Royal Institution of Charted Surveyors from 2003 to 2005. Prior to that, Mr. Tong
worked for Thomson Prometric in the position of executive director from 1999 to 2003 and as the managing director at Pearson NCS Hong
Kong Ltd. from 1997 to 1999. Mr. Tong graduated from University of Nottingham with a bachelor’s degree in education and a master’s
degree of philosophy in education and from the Chinese University of Hong Kong with an executive MBA.
Shuqiu Zhao became a vice president in charge of marketing and business development of the testing services of our company as of
February 23, 2009. Mr. Zhao has been with ATA in charge of our product development and business development of testing services since
2000. Prior to joining us, Mr. Zhao worked as the general manager of the computer education center of the Shanghai Pudong New Area.
Mr. Zhao graduated from Harbin Institute of Technology with a bachelor’s degree in technology.
Degang Xie became a vice president in charge of the research and development department of our company as of February 23, 2009.
Mr. Xie has been with ATA in charge of our IT research and development since 1999. Prior to joining us, Mr. Xie worked as chief engineer
of Nanjing LOPU Ltd. Mr. Xie graduated from Nanjing University with a bachelor’s degree in physics.
Amy Tung is currently the Financial Controller of our company. Prior to joining us in August 2006, she worked as Controller at Bayer
Healthcare Limited from 2005 to 2006, as Senior Financial Analyst at BEA Systems (Hong Kong) Limited from 2004 to 2005 and as
Finance Manager at Bureau Veritas Consumer Products Services (Hong Kong) Limited from 2002 to 2004. Ms. Tung graduated from the
Chinese University of Hong Kong with a master’s degree in business administration and Columbia University with a master’s degree in
financial engineering, respectively. Ms. Tung is also a member of the Association of Chartered Certified Accountants and the Institute of
Chartered Secretaries and Administrators.
B. Compensation
For the fiscal year ended March 31, 2010, we and our subsidiaries paid aggregate cash compensation of approximately RMB10.7 million
($1.6 million) to our directors and executive officers as a group, and granted to selected directors and executive officers options to acquire an
aggregate of 300,000 common shares and 200,000 restricted shares. We do not pay or set aside any amounts for pension, retirement or other
benefits for our officers and directors.
Share Incentives
We adopted a share incentive plan, or the 2005 Plan, in April 2005. We adopted our 2008 Employee Share Incentive Plan, or the 2008
Plan, in January 2008. Our share incentive plans are intended to promote our success and to increase shareholder value by providing an
additional means to attract, motivate, retain and reward selected directors, officers, employees and other eligible persons. An aggregate of
3,310,300 common shares are reserved for issuance under the 2005 Plan. Subject to any amendment of our 2008 Plan by our directors, the
maximum aggregate number of common shares that may be issued pursuant to all awards under the 2008 Plan is 336,307 shares, plus,
unless the board of directors determines a lesser amount, an annual increase on January 1 of each calendar year beginning in 2009 equal to
the lesser of (x) one percent (1%) of the number of shares issued and outstanding on December 31 of the immediately preceding calendar
year, and (y) 336,307 shares.
As of the date of this annual report, we have granted options for the purchase of a total of 3,310,300 common shares under the 2005 Plan
and 412,168 common shares under the 2008 Plan, and 511,549 restricted shares under the 2008 Plan, respectively, to selected directors,
officers, employees and individual consultants and advisors, of which 3,389,902 share options and 410,049 restricted shares are outstanding,
and 3,029,485 share options and 65,750 restricted shares are vested, as of the date of this report. The contractual term of these options is ten
years.
Options and restricted shares granted under our share incentive plans generally do not vest unless the grantee remains under our
employment or in service with us on the given vesting date.
Generally, if the grantee’s employment or service with us is terminated for cause, all such grantee’s options under our share incentive
plans, vested and unvested, immediately terminate and become unexercisable. On the other hand, if the grantee’s employment or service with
us is terminated for any reason other than for cause, all such grantee’s vested options terminate and become unexercisable ninety days
following the grantee’s last day of employment or service with us. In circumstances where there is a death or total disability of the grantee,
generally all unvested options immediately terminate and become unexercisable while vested options terminate and become unexercisable
twelve months after the last date of employment or service with us.
Our board of directors may amend, alter, suspend, or terminate our share incentive plans at any time, provided, however,
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that our board of directors must first seek the approval of the participants of our share incentive plans if such amendment, alteration,
suspension or termination would adversely affect the rights of participants under any option granted prior to that date. Without further action
by our board of directors, the 2005 Plan will terminate in 2015 and the 2008 Plan will terminate in 2018.
The table below sets forth the share option and restricted share grants made to our current directors and executive officers pursuant to our
share incentive plans:
Share options
Name
Andrew Yan
Hope Ni
Alec Tsui
Benson Tsang
Jianmin Ding
Patrick Tien
Alex Tong
Degang Xie
Shuqiu Zhao
Amy Tung
Restricted shares
Name
Bo Lin
Degang Xie
Shuqiu Zhao
Number of
Common Shares
to be Issued
Upon Exercise
of Options
330,400
50,000
50,000
300,000
303,800
220,000
100,000
31,000
23,000
8,000
50,000
Exercise
Price per
Common Share
2.263
$
4.75
$
4.75
$
2.115
$
2.263
$
3.60
$
3.60
$
2.263
$
2.263
$
3.60
$
3.60
$
Date of Grant
Vesting Start Date
Date of Expiration
May 1, 2005
January 28, 2008
January 28, 2008
March 29, 2010
May 1, 2005
April 12, 2005
January 28, 2008
January 28, 2008
March 29, 2010
April 12, 2005
December 16, 2005 January 1, 2006
December 16, 2005 January 1, 2006
April 12, 2005
April 12, 2005
October 1, 2007
December 27, 2006 October 31, 2006
May 1, 2005
May 1, 2005
July 1, 2007
April 11, 2015
January 27, 2018
January 27, 2018
March 28, 2020
April 11, 2015
December 15, 2015
December 15, 2015
April 11, 2015
April 11, 2015
September 30, 2017
December 26, 2016
Number of Common
Shares to be Issued
Upon Vest of
Restricted Shares
200,000
20,000
30,000
Date of Grant
July 20, 2009
February 12, 2009
February 12, 2009
Vesting Start Date
July 20, 2009
February 12, 2009
February 12, 2009
In March 2010, the Company’s CEO, who is also a principal shareholder, agreed to transfer 150,000 common shares of the Company to
the newly appointed CFO. The shares were fully vested on the CFO’s employment date. Compensation expense of $0.3 million
(RMB2.2 million), which was measured based on the fair value of the shares at the CFO’s employment date, was recognized in the
consolidated statement of operations for the year ended March 31, 2010.
C. Board Practices
Duties of Directors
Under Cayman Islands Law, our directors have a statutory duty of loyalty to act honestly in good faith with a view to our best interests.
Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable
circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our amended and restated memorandum and
articles of association. A shareholder has the right to seek damages if a duty owed by our directors is breached.
The functions and powers of our board of directors include, among others:
•
•
•
•
•
•
convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings;
issuing authorized but unissued shares;
declaring dividends and distributions;
exercising the borrowing powers of our company and mortgaging the property of our company;
approving the transfer of shares of our company, including the registering of such shares in our share register; and
exercising any other powers conferred by the shareholders’ meetings or under our amended and restated memorandum and articles
of association.
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Terms of Directors
We have a board of five directors divided into class A, class B and class C directors. As of the date of this annual report, the class A
directors are Kevin Xiaofeng Ma and Walter Lin Wang, the class B director is Andrew Yan, and the class C directors are Hope Ni and Alec
Tsui. Each class of directors will stand for election every year at our annual general meeting of shareholders on a rotating basis, beginning
with our class A directors at the first annual general meeting of our shareholders. Our chief executive officer, which currently is Kevin
Xiaofeng Ma, shall not, while holding office, be subject to retirement or be taken into account in determining the number of directors to retire
in any year. Neither we nor our subsidiaries have any directors’ service contracts providing for benefits upon termination of employment
Board Practices
Our board of directors has established an audit committee, a compensation committee and a nominations committee.
Audit Committee
Our audit committee consists of Hope Ni and Alec Tsui. Hope Ni is the chairman of our audit committee. Our board of directors has
determined that Hope Ni and Alec Tsui are “independent directors” within the meaning of Nasdaq Stock Market Rule 5605(a)(2) and meet
the criteria for independence set forth in Rule 10A-3(b) of the Exchange Act. Hope Ni meets the criteria of an audit committee financial
expert as set forth under the applicable rules of the SEC. The third seat on our audit committee is vacant in reliance on Nasdaq Stock Market
Rule 5615(a)(3), which permits a foreign private issuer like us to follow “home country practices” in relation to the composition of its audit
committee. In this regard we have elected to adopt the practices of our home country, the Cayman Islands, which does not require us to have
a three member audit committee or to fill all three seats on the audit committee at this time. We are seeking a third independent director to fill
this vacancy.
Our audit committee is responsible for, among other things:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
appointing the independent auditor;
pre-approving all auditing and non-auditing services permitted to be performed by the independent auditor;
annually reviewing the independent auditor’s report describing the auditing firm’s internal quality-control procedures, any material
issues raised by the most recent internal quality-control review, or peer review, of the independent auditor and all relationships
between the independent auditor and our company;
setting clear hiring policies for employees and former employees of the independent auditor;
reviewing with the independent auditor any audit problems or difficulties and management’s responses;
reviewing and approving all related party transactions on an ongoing basis;
reviewing and discussing the annual audited financial statements with management and the independent auditor;
reviewing and discussing with management and the independent auditor major issues regarding accounting principles and financial
statement presentations;
reviewing reports prepared by management or the independent auditor relating to significant financial reporting issues and
judgments;
discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and
rating agencies;
reviewing with management and the independent auditor the effect of regulatory and accounting initiatives, as well as off-balance
sheet structures, on our financial statements;
discussing policies with respect to risk assessment and risk management with management, internal auditors and the independent
auditor;
timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our
company, all alternative treatments of financial information within U.S. GAAP that have been discussed with management and all
other material written communications between the independent auditor and management;
establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting,
internal accounting controls, or auditing matters, and the confidential, anonymous submission by our employees of concerns
regarding questionable accounting or auditing matters;
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•
•
•
•
annually reviewing and reassessing the adequacy of our audit committee charter;
such other matters that are specifically delegated to our audit committee by our board of directors from time to time;
meeting separately, periodically, with management, internal auditors and the independent auditor; and
reporting regularly to the full board of directors.
Compensation Committee
Our compensation committee consists of Andrew Yan, Hope Ni and Alec Tsui. Andrew Yan is the chairman of our compensation
committee. Our board of directors has determined that all of our compensation committee members are “independent directors” within the
meaning of Nasdaq Stock Market Rule 5605(a)(2).
Our compensation committee is responsible for:
•
•
•
•
•
•
reviewing and approving our overall compensation policies;
reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer, evaluating our
chief executive officer’s performance in light of those goals and objectives, reporting the results of such evaluation to the board of
directors, and determining our chief executive officer’s compensation level based on this evaluation;
determining the compensation level of our other executive officers;
making recommendations to the board of directors with respect to our incentive-compensation plan and equity-based compensation
plans;
administering our equity-based compensation plans in accordance with the terms thereof; and
such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.
Nominations Committee
Our nominations committee consists of Kevin Xiaofeng Ma, Andrew Yan and Alec Tsui. Kevin Xiaofeng Ma is the chairman of the
nominations committee. Although Nasdaq Stock Market Rules generally require all members of the nominations committee of a listed
company to be “independent directors” within the meaning of Nasdaq Stock Market Rule 5605(a)(2), Nasdaq Stock Market Rule 5615(a)(3)
permits a foreign private issuer like us to follow “home country practices” in relation to composition of its nominations committee. In this
regard, we have elected to adopt the practices of our home country, the Cayman Islands, which does not require that any of the members of a
company’s nominations committee be independent directors.
Our nominations committee is responsible for, among other things:
•
•
•
seeking and evaluating qualified individuals to become new directors as needed;
reviewing and making recommendations to the board of directors regarding the independence and suitability of each board member
for continued service; and
evaluating the nature, structure and composition of other board committees.
Corporate Governance
Our board of directors has adopted a code of ethics, which is applicable to our senior executive and financial officers. In addition, our
board of directors has adopted a code of conduct, which is applicable to all of our directors, officers, employees and advisors. Our code of
ethics and our code of conduct are publicly available on our web site, http://www.ata.net.cn. In addition, our board of directors has adopted a
set of corporate governance guidelines. The guidelines reflect certain guiding principles with respect to our board’s structure, procedures and
committees. The guidelines are not intended to change or interpret any law, or our amended and restated memorandum and articles of
association.
Interested Transactions
A director may vote with respect to any contract or transaction in which he or she is interested, provided that the nature of the interest of
any director in such contract or transaction is disclosed by him or her at or prior to its consideration and any vote in that
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matter.
D. Employees
We had 346, 489 and 537 employees as of March 31, 2008, 2009 and 2010, respectively. As of March 31, 2010, we had 537 employees,
167 of which were in sales and marketing, 100 in research and development, 189 in client service and support and 81 in general and
administrative functions.
In April 2005, we adopted a share incentive plan, or the 2005 Plan. In January 2008, we adopted our 2008 Employee Share Incentive
Plan, or the 2008 Plan. We use our share incentive plans as an additional means to further attract, motivate, retain and reward selected
directors, officers, employees and third-party consultants and advisors. For more information, see Item 6.B. “Directors, Senior Management
and Employees — Share Incentives — Share Option Plan.” We believe these initiatives have contributed to our ability to attract and retain
talent.
As required by Chinese laws and regulations, we participate in various employee benefit plans that are organized by municipal and
provincial governments, including housing, pension, medical and unemployment benefit plans. We make monthly payments to these plans in
respect of each employee based on the employee’s compensation. We believe that we maintain a good working relationship with our
employees and we have not experienced any significant labor disputes. Our employees have not entered into any collective bargaining
agreements.
According to our contracts with our employees, our employees are generally prohibited from engaging in any activities that compete with
our business during the period of their employment and for two years after termination of their employment with us. Furthermore, all
employees are prohibited, for a period of two years following termination, from soliciting other employees to leave us and, for a period of
five years following termination, from soliciting our existing clients. However, we may have difficulty enforcing these non-competition and
non-solicitation terms in China because the Chinese legal system, especially with respect to the enforcement of such terms, is still developing.
E. Share Ownership
The following table sets forth information with respect to the beneficial ownership, within the meaning of Section 13(d)(3) of the
Exchange Act, of our common shares as of July 2, 2010 by:
•
•
each person known to us to own beneficially more than 5% of our common shares, and
each of our directors and executive officers
Directors and Executive Officers:
Kevin Xiaofeng Ma (3)
Walter Lin Wang (4)
Benson Tsang
Andrew Yan
Hope Ni
Alec Tsui
Jianmin Ding
Patrick Tien
Alex Tong
Bo Lin
Shuqiu Zhao
Degang Xie
Amy Tung
Directors and Executive Officers Combined
Principal Shareholders:
SB Asia Investment Fund II L.P. (5)
HSBC International Trustee Limited (6)
Able Knight Development Limited (3)
Lijun Mai (7)
Wealth Treasure Management Limited (4)
Government of Singapore Investment Corporation Pte Ltd (8)
88
Common Shares Beneficially
Owned
Number (1)
Percent (2)
6,094,988
2,923,576
*
*
*
*
*
*
*
—
*
*
*
10,148,014
15,147,208
14,570,670
6,094,988
4,845,000
2,923,576
2,782,514
13.7%
6.6%
*
*
*
*
*
*
*
—
*
*
*
22.8%
34.1%
32.8%
13.7%
10.9%
6.6%
6.3%
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*
Beneficially owns less than 1% of our common shares.
(1) The number of common shares beneficially owned by each of the listed persons includes common shares that such person has the right
to acquire within 60 days after July 2, 2010.
(2) Percentage of beneficial ownership for each of the persons listed above is determined by dividing (i) the number of common shares
beneficially owned by such person by (ii) the total number of common shares outstanding, plus the number of common shares such
person has the right to acquire within 60 days after July 2, 2010. The total number of our common shares outstanding as of July 2, 2010
is 44,441,762.
(3) Includes 6,094,988 common shares held by Able Knight Development Limited, which is a British Virgin Islands company ultimately
wholly owned by HSBC International Trustee Limited as trustee of an irrevocable trust constituted under the laws of the Cayman Islands
with Kevin Xiaofeng Ma as the settlor and certain family members of Kevin Xiaofeng Ma as the beneficiaries. Kevin Xiaofeng Ma is the
sole director of Able Knight Development Limited. The business address of Able Knight Development Limited is Portcullis TrustNet
Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands.
(4) Includes 2,923,576 common shares held by Wealth Treasure Management Limited. Wealth Treasure Management Limited is a British
Virgin Islands company ultimately wholly owned by HSBC International Trustee Limited as trustee of an irrevocable trust constituted
under the laws of Cayman Islands with Walter Lin Wang as the settlor and one of the beneficiaries. Walter Lin Wang is the sole director
of Wealth Treasure Management Limited. The business address of Wealth Treasure Management Limited is Portcullis TrustNet
Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands.
(5) Based on a Schedule 13D filed jointly by SB Asia Investment Fund II L.P., SAIF II GP L.P., SAIF Partners II L.P. and SAIF II GP
Capital Ltd. on March 15, 2010. Includes 12,707,436 common shares and 1,219,886 ADSs, representing 2,439,772 common shares
held by SB Asia Investment Fund II L.P., a Cayman Islands limited partnership. SAIF II GP Capital Ltd. is the sole general partner of
SAIF Partners II L.P., which is the sole general partner of SAIF II GP L.P., which is in turn the sole general partner of SB Asia
Investment Fund II L.P., which is the record owner of the common shares.
(6) Based on a Schedule 13G filed by HSBC International Trustee Limited on February 12, 2010. Includes 8,935,584 common shares and
2,817,543 American Depositary Shares (representing 5,635,086 common shares) beneficially held by HSBC International Trustee
Limited solely in its capacity as trustee of various trusts. The registered address of HSBC International Trustee Limited is 21 Collyer
Quay, #09-01 HSBC Building, Singapore 049320.
(7) Based on a Schedule 13G filed jointly by Lijun Mai, Mutual Step Holdings Limited, Magnificent Trio Company Limited, Wealth Trust,
Art Kind Technology Limited, New Knight Holdings Limited, Sunrise Trust, Art Grace Development Limited, Unique Icon Limited and
Value Trust on February 17, 2009. Includes 1,645,000 common shares held by Mutual Step Holdings Limited, 1,600,000 common
shares held by Art Kind Technology Limited and 1,600,000 common shares held by Art Grace Development Limited. Each of Mutual
Step Holdings Limited, Art Kind Technology Limited and Art Grace Development Limited is a British Virgin Islands company
ultimately wholly owned by HSBC International Trustee Limited as trustee of an irrevocable trust constituted under the laws of Cayman
Islands with Lijun Mai or certain family members of Lijun Mai as the settler and beneficiaries. Lijun Mai is the sole director of Mutual
Step Holdings Limited. The business address of each of Mutual Step Holdings Limited, Art Kind Technology Limited and Art Grace
Development Limited is Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands.
(8) Based on a Schedule 13G filed by the Government of Singapore Investment Corporation Pte Ltd on February 4, 2010. According to the
Schedule 13G, the Government of Singapore Investment Corporation Pte Ltd shares power to vote and power to dispose of 2,782,514
common shares, the Government of Singapore shares the power to vote and power to dispose of 1,878,714 common shares and the
Monetary Authority of Singapore shares the power to vote and the power to dispose of 903,800 common shares.
None of our shareholders have different voting rights from other shareholders. To our knowledge, we are not owned or controlled,
directly or indirectly, by another corporation, by any foreign government or by any other natural or legal persons, severally or jointly. None
of our shareholders has different voting rights from other shareholders. We are not aware of any arrangement that may, at a subsequent date,
result in a change of control of our company. See Item 6.B. “Compensation — Share Incentives” for information on options granted to our
current directors and executive officers. To our knowledge, as of July 2, 2010, none of our common shares were held by holders of record in
the United States. However, 22,798,742 common shares were registered in the name of a nominee of Citibank, N.A., the depositary of our
ADSs. It is likely that a large number of beneficial owners of our ADSs reside in the United
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States.
Historical Changes in Shareholdings of Our Major Shareholders
In October 2007, Kevin Xiaofeng Ma transferred by gift all of his ownership interest in (1) 6,148,648 common shares to Able Knight
Development Limited, (2) 1,500,000 common shares to Creation Linkage Development Limited, and (3) 1,500,000 common shares to New
Beauty Holdings Limited. Able Knight Development Limited is a company ultimately wholly owned by a trust of which Kevin Xiaofeng Ma
is the settler and certain family members of Kevin Xiaofeng Ma are the beneficiaries. Each of Creation Linkage Development Limited and
New Beauty Holdings Limited is a company ultimately wholly owned by a trust of which one or more adult family members of Kevin
Xiaofeng Ma are the settler and beneficiaries.
In December 2007, Walter Lin Wang transferred by gift all of his ownership interest in (1) 3,086,936 common shares to Wealth Treasure
Management Limited and (2) 1,000,000 common shares to Valley Joy Limited. Wealth Treasure Management Limited is a British Virgin
Islands company ultimately wholly owned by HSBC International Trustee Limited as trustee of an irrevocable trust constituted under the
laws of Cayman Islands with Walter Lin Wang as the settler and one of the beneficiaries. Valley Joy Limited is a company ultimately wholly
owned by HSBC International Trustee Limited as trustee of an irrevocable trust constituted under the laws of Cayman Islands with one or
more family members of Walter Lin Wang as the settler and beneficiaries.
In December 2007, Lijun Mai transferred by gift all of her ownership interest in (1) 1,645,000 common shares to Mutual Step Holdings
Limited, (2) 1,600,000 common shares to Art Kind Technology Limited, (3) 1,600,000 common shares to Art Grace Development Limited,
and (4) 634,452 common shares to Joy Spread Development Limited. Each of Mutual Step Holdings Limited, Art Kind Technology Limited
and Art Grace Development Limited is a British Virgin Islands company ultimately wholly owned by HSBC International Trustee Limited as
trustee of an irrevocable trust constituted under the laws of Cayman Islands with Lijun Mai or certain family members of Lijun Mai as the
settler and beneficiaries. Joy Spread Development Limited is a British Virgin Islands company ultimately wholly owned by a sister of Lijun
Mai.
We completed our initial public offering of 4,874,012 ADSs, each representing two common shares on February 1, 2008. On
February 28, 2008, the underwriters to our initial public offering exercised their over allotment option, which resulted in us issuing an
additional 126,101 ADSs, each representing two common shares.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
Please refer to Item 6.E, “Directors, Senior Management and Employees — Share Ownership”
B. Related Party Transactions
Agreements among ATA BVI, ATA Learning and ATA Online
Due to PRC regulatory restrictions on foreign ownership of Internet content businesses in China, we operate the online portion of our test
preparation and training solutions business through ATA Online (Beijing) Education Technology Limited, or ATA Online, which is a
domestic Chinese company incorporated in the PRC in September 2006 and owned by Kevin Xiaofeng Ma, our co-founder, chairman and
chief executive officer and Walter Lin Wang, our co-founder, director and president, both of whom are PRC citizens. ATA BVI and ATA
Learning (Beijing) Inc., or ATA Learning, one of our wholly owned subsidiaries, have entered into a series of contractual arrangements with
ATA Online, including an exclusive technical support agreement, a strategic consulting service agreement and a call option and cooperation
agreement. These contractual arrangements also include an equity pledge agreement entered into with each of the shareholders of ATA
Online. As a result of these contractual arrangements, under U.S. GAAP, we are considered the primary beneficiary of ATA Online.
Accordingly, we consolidate ATA Online’s results in our consolidated financial statements. See “Item 4.C. “Information on the Company —
Organizational Structure — Corporate Structure and Arrangements with Our Affiliated PRC Entity.”
The following is a summary of the material provisions of these agreements. For more complete information you should read these
agreements in their entirety. Directions on how to obtain copies of these agreements are provided in this annual report under Item 10.H.
“Additional Information - Documents on Display.”
Technical support agreement, dated October 27, 2006. Under this agreement, ATA Learning provides ATA Online with exclusive
technical support services for the maintenance of ATA Online’s servers, networks and other equipment, software and systems. In return,
ATA Online pays a quarterly service fee to ATA Learning. The service fee is mutually agreed by both parties, and is determined based on
certain objective criteria such as the actual services required by ATA Online and the actual labor costs, as determined by the number of days
and personnel involved, incurred by ATA Learning for providing the services during the relevant period. In addition, ATA Online
reimburses ATA Learning for out of pocket costs ATA Learning incurs in connection with providing the services. The term of this
agreement is ten years, automatically renewable for successive one year terms unless ATA Learning notifies ATA Online of its intention not
to renew 30 days before the relevant term expires. ATA Online may not terminate this agreement during its term.
Strategic consulting service agreement, dated October 27, 2006. Under this agreement, ATA Learning provides ATA Online with
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strategic consulting and related services for ATA Online’s business, including (1) valuation of new products; (2) industry investigation and
survey; (3) marketing and promotion strategies; and (4) other services related to ATA Online’s online test preparation services business. The
fees for these services must be confirmed by ATA Learning and will be calculated monthly but paid quarterly based on actual time spent
providing the services. In addition, ATA Learning has the right to adjust the fees payable by ATA Online in accordance with its
performance. The term of this agreement is 20 years, automatically renewable for successive one year terms unless ATA Learning notifies
ATA Online of its intention not to renew 30 days before the relevant term expires. If either party fails to comply with this agreement, it shall
indemnify all losses incurred by the other party.
Each party may terminate this agreement if the other party fails to perform its obligations under this agreement or the representations,
warranties or covenants of the other party are materially inaccurate or misleading.
Equity pledge agreement, dated October 27, 2006, as amended and restated on February 12, 2007, and as amended on July 7, 2009. To
secure the payment obligations of ATA Online under the exclusive technical support agreement and the strategic consulting service
agreement described above, ATA Online’s shareholders have pledged to ATA Learning their entire equity ownership interests in ATA
Online. Upon the occurrence of certain events of default specified in this agreement, the pledgee may exercise its rights and foreclose on the
pledged equity interest. Under this agreement, the pledgor may not transfer the pledged equity interest without the pledgee’s prior written
consent. This agreement will also be binding upon successors of the pledgor and transferees of the pledged equity interest. The term of the
pledge is the same as the term of the strategic consulting service agreement. This agreement may be terminated upon the completion of ATA
Online’s contractual liabilities under the exclusive technical support agreement and the strategic consulting service agreement as described
above. In February 2007, Jianguo Wang transferred all of his equity interest in ATA Online to Walter Lin Wang, and the October 2006
agreement was amended and restated to take this transfer into account. In July 2009, the agreement was further amended to incorporate the
new investments in the registered capital of ATA Online made by the shareholders of ATA Online as subject to the pledge.
Loans to the Shareholders of ATA Online, dated October 27, 2006, as amended on February 12, 2007 and on July 7, 2009. ATA BVI
entered into loan agreements with each of Kevin Xiaofeng Ma, Walter Lin Wang and Jianguo Wang, the shareholders of ATA Online to
extend each of Kevin Xiaofeng Ma, Walter Lin Wang and Jianguo Wang a interest free loan in the amount of RMB0.9 million, RMB50,000
and RMB50,000, respectively, for the sole purpose of investing in ATA Online as ATA Online’s registered capital. The initial term of these
loans in each case is ten years, which may be extended upon the parties’ agreement. Kevin Xiaofeng Ma, Walter Lin Wang and Jianguo
Wang can only repay the loans by transferring all of their interest in ATA Online to ATA BVI or to a third party designated by ATA BVI.
When Kevin Xiaofeng Ma, Walter Lin Wang and Jianguo Wang transfer their interest in ATA Online to ATA BVI or its designee, if the
actual transfer price is higher than the principal amount of the loans, the amount exceeding the principal amount of the loans will be deemed
as interest accrued on such loans and repaid by Kevin Xiaofeng Ma, Walter Lin Wang and Jianguo Wang to ATA BVI. ATA BVI also has
the right to, but has no obligation to, purchase, or designate a third party to purchase, all or part of their interest in ATA Online at a price
equal to the amount of the loans. In February 2007, Jianguo Wang repaid the loan by transferring all of his interest in ATA Online to Walter
Lin Wang. As a result, ATA BVI terminated the loan agreement with Jianguo Wang and amended the agreement with Walter Lin Wang to
increase the principal of the loan to RMB0.1 million. In July 2009, each of the loan agreements with Kevin Xiaofeng Ma and Walter Lin
Wang was further amended by an addendum that ATA BVI would extend an additional loan to each of Kevin Xiaofeng Ma and Walter Lin
Wang in the amount of RMB8.1 million ($1.2 million) and RMB0.9 million ($131,853), respectively, for the sole purpose of increasing the
registered capital of ATA Online.
Call option and cooperation agreement, dated October 27, 2006, as amended and restated on February 12, 2007, and as amended on
July 7, 2009. Through the call option and cooperation agreement entered into between ATA BVI and ATA Online and its shareholders,
ATA BVI or any third party designated by ATA BVI has the right to acquire, in whole or in part, the respective equity interests in ATA
Online of its shareholders or ATA Online’s assets when permitted by applicable Chinese laws and regulations. The proceeds from the
exercise of the call option will be applied to repay the loans under the loan agreement described above. This agreement can only be terminated
with the unanimous consent of all parties, except that ATA BVI may terminate this agreement with 30 days prior notice to the other parties.
In February 2007, Jianguo Wang transferred all of his equity interest in ATA Online to Walter Lin Wang, and the October 2006 agreement
was amended and restated to take this transfer into account. In July 2009, the agreement was further amended to incorporate the new
investments in the registered capital of ATA Online made by the shareholders of ATA Online as subject to the call option.
Shareholders Agreement and Right of First Refusal and Co-Sale Agreement
In connection with our sale of Series A convertible preferred shares to SAIF and Winning King Ltd. in March 2005, we and our existing
shareholders entered into a Shareholders Agreement. Under this agreement, our preferred shareholders are entitled to certain registration
rights, including demand registration rights, piggyback registration rights, and Form F-3 or Form S-3 registration rights. These registration
rights will terminate on March 31, 2013.
The Shareholders Agreement also provides for other rights enjoyed by holders of our preferred shares, all of which rights terminated
upon the completion of our initial public offering.
We and our existing shareholders also entered into a Right of First Refusal and Co-Sale Agreement in March 2005. Under this
agreement, holders of our preferred shares had certain rights of first refusal and co-sale rights with respect to any proposed share transfers
by any of the holders of our common shares. These rights terminated upon the completion of our initial public offering.
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Following establishment of our Cayman Islands holding company, we entered into a Shareholders Agreement and a Right of First
Refusal and Co-Sale Agreement, each on the same terms as described above, with the shareholders of our Cayman Islands holding company
in November 2006.
Loans to Our Shareholders, Members of Our Management and Companies Controlled by Our Shareholders or Members of Our
Management
Our subsidiaries have in the past made loans and advances to certain of our shareholders and members of our management. During the
period from April 2007 through the date of this document, the maximum aggregate amount of outstanding balances due on such loans and
advances was RMB2.8 million. All of these loans and advances were unsecured and non-interest bearing, and all such loans and advances
were repaid prior to completion of our initial public offering.
We also received advances from our shareholders and members of our management for operating, investing and financing activities. All
such advances were repaid prior to completion of our initial public offering.
C. Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated statements and other financial information.
Our consolidated financial statements are included at the end of this annual report.
Legal Proceedings
We are not currently involved in any litigation, arbitration or administrative proceedings that could have a material adverse effect on our
financial condition or results of operations. From time to time, we may be subject to various claims and legal actions arising in the ordinary
course of business.
Dividend Policy
We have never declared cash dividends on our common shares. We currently intend to retain all available funds and any future earnings to
finance our business and to fund the growth and expansion of our business, and, therefore, do not expect to pay any cash dividends on our
common shares, including those represented by ADSs, in the foreseeable future. Any future determination to pay dividends will be made at
the discretion of our board of directors and will be based upon our future operations and earnings, capital requirements and surplus, general
financial condition, shareholders’ interests, contractual restrictions and other factors our board of directors may deem relevant.
Holders of our ADSs will be entitled to receive dividends, if any, subject to the terms of the deposit agreement, to the same extent as the
holders of our common shares. Cash dividends will be paid to the depositary in U.S. dollars, which will distribute them to the holders of
ADSs according to the terms of the deposit agreement. Other distributions, if any, will be paid by the depositary to the holders of ADSs in
any means it deems legal, fair and practical.
Under China’s new Enterprise Income Tax Law and its implementation rules, both of which became effective on January 1, 2008,
dividends from our PRC subsidiaries to us may be subject to a 10% withholding tax if such dividends are derived from profits generated
after January 1, 2008. If we are deemed to be a PRC resident enterprise, the withholding tax may be exempted, but we will be subject to a
25% tax on our worldwide income, and our non-PRC enterprise investors may be subject to PRC income tax withholding at a rate of 10%.
See “Item 3. Key Information — D. Risk Factors — Risks Relating to Regulation of Our Business — Under the New EIT Law, we may be
classified as a ‘resident enterprise’ of China. Such classification will likely result in unfavorable tax consequences to us and U.S. holders of
our ADSs or ordinary shares,” and “Item 10. Additional Information — E. Taxation — People’s Republic of China Taxation.”
B. Significant Changes
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited
financial statements included in this report.
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ITEM 9. THE OFFER AND LISTING
A. Offering and Listing Details.
Price Range of Our ADSs
Our ADSs are listed for trading on the Nasdaq Global Market under the symbol “ATAI”. The following table sets forth the monthly high
and low trading prices of our ADSs on the Nasdaq Global Market for the periods indicated:
Yearly Highs and Lows:
Fiscal year ended March 31, 2008 (from January 29, 2008)
Fiscal year ended March 31, 2009
Fiscal year ended March 31, 2010
Quarterly Highs and Lows:
Quarter ended June 30, 2008
Quarter ended September 30, 2008
Quarter ended December 31, 2008
Quarter ended March 31, 2009
Quarter ended June 30, 2009
Quarter ended September 30, 2009
Quarter ended December 31, 2009
Quarter ended March 31, 2010
Monthly Highs and Lows:
January 2010
February 2010
March 2010
April 2010
May 2010
June 2010
July 2010 (through July 2, 2010)
High
$12.92
$17.45
$ 12.2
$17.45
$15.45
$ 9.06
$ 5.62
$ 12.2
$ 9.65
$ 6.19
$ 4.75
$ 4.75
$ 3.91
$ 4.59
$ 4.09
$ 3.61
$ 3.60
$ 3.07
Low
$8.02
$2.75
$2.92
$8.96
$8.22
$3.56
$2.75
$3.94
$5.61
$4.12
$2.92
$2.92
$3.00
$3.45
$3.33
$3.22
$2.82
$2.72
On July 2, 2010, the closing sale price of our ADSs as reported on the Nasdaq Global Market was US$2.80 per ADS.
B. Plan of Distribution
Not applicable.
C. Markets
See Item 9.A above.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share capital
Not applicable.
B. Memorandum and Articles of Association
We incorporate by reference into this annual report the description of our third amended and restated memorandum and articles of
association contained in “Description of Share Capital” of our F-1 registration statement (File No. 333-148512) originally filed with
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the Securities and Exchange Commission on January 8, 2008, as amended.
C. Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described in Item 4,
“Information on the Company” , Item 5, “Operating and Financial Review and Prospects”and Item 7, “Major Shareholders and Related Party
Transactions” or elsewhere in this annual report on Form 20-F.
D. Exchange Controls
Regulation of Foreign Exchange
China’s government imposes restrictions on the convertibility of the Renminbi and on the collection and use of foreign currency by
Chinese entities. Under current regulations, the Renminbi is convertible for current account transactions, which include dividend
distributions, interest payments, and the import and export of goods and services. Conversion of Renminbi into foreign currency and foreign
currency into Renminbi for capital account transactions, such as direct investment, portfolio investment and loans, however, is still generally
subject to the prior approval of the PRC State Administration of Foreign Exchange, or SAFE.
Under current Chinese regulations, Foreign-Invested Enterprises such as our Chinese subsidiaries are required to apply to SAFE for a
Foreign Exchange Registration Certificate for Foreign-Invested Enterprise. With such a foreign exchange registration certificate (which is
subject to review and renewal by SAFE on an annual basis), a foreign-invested enterprise may open foreign exchange bank accounts at
banks authorized to conduct foreign exchange business by SAFE and may buy, sell and remit foreign exchange through such banks, subject
to documentation and approval requirements. Foreign-invested enterprises are required to open and maintain separate foreign exchange
accounts for capital account transactions and current account transactions. In addition, there are restrictions on the amount of foreign currency
that foreign-invested enterprises may retain in such accounts.
The value of the Renminbi against the U.S. dollar and other currencies is affected by, among other things, changes in China’s political and
economic conditions and China’s foreign exchange policies. On July 21, 2005, the PRC government changed its decade-old policy of
pegging the value of the Renminbi to the U.S. dollar. However, the People’s Bank of China regularly intervenes in the foreign exchange
market to limit fluctuations in Renminbi exchange rates and achieve policy goals. Following the removal of the U.S. dollar peg, the Renminbi
appreciated more than 20% against the U.S. dollar over the following three years. Since reaching a high against the U.S. dollar in July 2008,
however, the Renminbi has traded within a narrow range against the U.S. dollar. On June 19, 2010, the People’s Bank of China announced
the removal of the de facto peg. Following this announcement, the Renminbi appreciated from 6.7968 Renminbi per U.S. dollar on June 21,
2010 to 6.7709 Renminbi per U.S. dollar on July 2, 2010.
Dividend Distributions
We have adopted a holding company structure, and our holding companies may rely on dividends and other distributions on equity paid
by our current and future Chinese subsidiaries for their cash requirements, including the funds necessary to service any debt we may incur or
financing we may need for operations other than through our Chinese subsidiaries. Chinese legal restrictions permit payments of dividends
by our Chinese subsidiaries only out of their accumulated after-tax profits, if any, determined in accordance with Chinese accounting
standards and regulations. Our Chinese subsidiaries are also required under Chinese laws and regulations to allocate at least 10% of their
after-tax profits determined in accordance with PRC GAAP to statutory reserves until such reserves reach 50% of the company’s registered
capital. Allocations to these statutory reserves and funds can only be used for specific purposes and are not transferable to us in the form of
loans, advances or cash dividends. As of March 31, 2010, our Chinese subsidiaries allocated RMB6.2 million ($0.9 million) to the general
reserve fund, which is restricted for distribution to the Company. Any limitations on the ability of our Chinese subsidiaries to transfer funds
to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay
dividends and otherwise fund and conduct our business.
E. Taxation
The following is a general summary of the material Cayman Islands, U.S. federal and People’s Republic of China income tax
consequences relevant to an investment in our ADSs and common shares. The discussion is not intended to be, nor should it be construed
as, legal or tax advice to any particular prospective purchaser or current holders of our ADSs. The discussion is based on laws and relevant
interpretations thereof in effect as of the date of this annual report, all of which are subject to change or different interpretations, possibly
with retroactive effect. The discussion does not address United States state or local tax laws, or tax laws of jurisdictions other than the
Cayman Islands and the United States. You should consult your own tax advisors with respect to the consequences of acquisition,
ownership and disposition of our ADSs and common shares.
Cayman Islands Taxation
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciations and there
is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us or to any holder of ADSs or common shares.
There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be
applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in
the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests
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in land in the Cayman Islands. The Cayman Islands is not party to any double tax treaties. There are no exchange control regulations or
currency restrictions in the Cayman Islands.
Pursuant to Section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, we have obtained an undertaking from the
Governor-in-Cabinet:
•
•
that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciations shall
apply to the Company or its operations; and
that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on the shares, debentures or other
obligations of the Company.
The undertaking for us is for a period of twenty years from October 3, 2006.
People’s Republic of China Taxation
In 2007 China passed a new Enterprise Income Tax Law, or the New EIT Law, and its implementing rules, both of which became
effective on January 1, 2008. The New EIT Law created a new “resident enterprise” classification, which, if applied to us, would impose a
10% withholding tax on our non-PRC enterprise shareholders and potentially 20% to our non-PRC individual shareholders on dividends we
pay to them if such dividends are derived from profits generated after January 1, 2008 and with respect to gains derived by our non-PRC
shareholders from disposition of our shares or ADSs, if such dividends or gains are determined to have been derived from sources within
China. The New EIT Law and its implementing rules as well as other PRC tax regulations are unclear as to how to determine the sources of
such dividends or gains. See “Item 3. Key Information — D. Risk Factors — Risks Relating to Regulation of Our Business — Under the
New EIT Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in unfavorable tax consequences
to us and U.S. holders of our ADSs or ordinary shares.”
If we are not deemed as a resident enterprise, then dividends payable to our non-PRC shareholders and gains from disposition of our
shares of ADSs by our non-PRC shareholders will not be subject to PRC withholding income tax.
United States Federal Income Taxation
This discussion describes the material U.S. federal income tax consequences to U.S. Holders (as defined below) of the purchase,
ownership and disposition of our ADSs or ordinary shares. This discussion does not address any aspect of U.S. federal gift or estate tax, or
the state, local or non-U.S. tax consequences of an investment in our ADSs and ordinary shares. This discussion applies to you only if you
beneficially own our ADSs or ordinary shares as capital assets for U.S. federal income tax purposes. This discussion does not apply to U.S.
Holders who are members of a class of holders subject to special rules, such as:
•
•
•
•
•
•
•
•
•
•
•
dealers in securities or currencies;
traders in securities that elect to use a mark-to-market method of accounting for securities holdings;
banks or certain financial institutions;
insurance companies;
tax-exempt organizations;
partnerships or other entities treated as partnerships or other pass-through entities for U.S. federal income tax purposes or persons
holding ADSs or ordinary shares through any such entities;
regulated investments companies or real estate investment trusts;
persons that hold ADSs or ordinary shares as part of a hedge, straddle, constructive sale, conversion transaction or other integrated
investment;
persons whose functional currency for tax purposes is not the U.S. dollar;
persons liable for alternative minimum tax; or
persons who actually or constructively own 10% or more of the total combined voting power of all classes of our shares (including
ADSs and ordinary shares) entitled to vote.
This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, which we refer to in this discussion as the Code, its
legislative history, existing and proposed regulations promulgated thereunder, published rulings and court decisions, all as of the
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date hereof. These laws are subject to change, possibly on a retroactive basis. In addition, this discussion relies on our assumptions regarding
the value of our ADSs and ordinary shares and the nature of our business over time. Finally, this discussion is based in part upon the
representation of the depositary and the assumption that each obligation in the deposit agreement and any related agreement will be performed
in accordance with its terms.
Prospective purchasers are urged to consult their own tax advisor concerning the particular U.S. federal income tax
consequences to them of the purchase, ownership and disposition of our ADSs and ordinary shares, as well as the consequences
to them arising under the laws of any other taxing jurisdiction.
For purposes of the U.S. federal income tax discussion below, you are a “U.S. Holder” if you beneficially own ADSs or ordinary shares
as capital assets within the meaning of Section 1221 of the Code and are:
•
•
•
•
a citizen or resident of the United States for U.S. federal income tax purposes;
a corporation, or other entity taxable as a corporation, that was created or organized in or under the laws of the United States or any
state thereof or the District of Columbia;
an estate the income of which is subject to U.S. federal income tax regardless of its source; or
a trust if (a) a court within the United States is able to exercise primary supervision over its administration and one or more U.S.
persons have the authority to control all substantial decisions of the trust, or (b) the trust has a valid election in effect to be treated as
a U.S. person.
For U.S. federal income tax purposes, income earned through a U.S. or non-U.S. partnership or other flow-through entity is attributed to
its owners. Accordingly, if a partnership or other flow-through entity holds ADSs or ordinary shares, the tax treatment of the holder will
depend on the status of the partner or other owner and the activities of the partnership or other flow-through entity.
The U.S. Treasury has expressed concerns that intermediaries in the chain of ownership between the holder of an ADS and the issuer of
the security underlying the ADS may be taking actions that are inconsistent with the claiming of foreign tax credits for U.S. holders of
ADSs. Such actions would also be inconsistent with the claiming of the reduced rate of tax, as described below, applicable to dividends
received by certain non-corporate holders. Accordingly, the availability of the reduced tax rate for dividends received by certain non-
corporate holders could be affected by actions taken by intermediaries in the chain of ownership between the holder of an ADS and our
company.
Dividends on ADSs or Ordinary Shares
Subject to the “Passive Foreign Investment Company” discussion below, if we make distributions and you are a U.S. Holder, the gross
amount of any distributions with respect to your ADSs or ordinary shares (including the amount of any taxes withheld therefrom) will be
includible in your gross income on the day you actually or constructively receive such income as dividend income if the distributions are
made from our current or accumulated earnings and profits, calculated according to U.S. federal income tax principles. With respect to non-
corporate U.S. Holders, certain dividends received in taxable years beginning before January 1, 2011 from a qualified foreign corporation
may be subject to a reduced rate of taxation. A non-U.S. corporation is treated as a qualified foreign corporation with respect to dividends
from that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United
States. U.S. Treasury Department guidance indicates that our ADSs, which are listed on the Nasdaq Global Market, but not our ordinary
shares, will be readily tradable on an established securities market in the United States. You should consult your own tax advisor as to the
rate of tax that will apply to you with respect to dividend distributions, if any, that you receive from us.
Subject to the “Passive Foreign Investment Company” discussion below, to the extent, if any, that the amount of any distribution by us on
ADSs or ordinary shares exceeds our current and accumulated earnings and profits as determined under U.S. federal income tax principles, it
will be treated first as a tax-free return of the U.S. Holder’s adjusted tax basis in the ADSs or ordinary shares and thereafter as capital gain.
However, we do not intend to calculate our earnings and profits according to U.S. federal income tax principles. Accordingly, distributions
on our ADSs or ordinary shares, if any, will generally be reported to you as dividend distributions for U.S. tax purposes. Corporations will
not be entitled to claim a dividends-received deduction with respect to distributions made by us. Dividends may constitute foreign source
passive income for purposes of the U.S. foreign tax credit rules. You should consult your own tax advisors as to your ability, and the
various limitations on your ability, to claim foreign tax credits in connection with the receipt of dividends.
Sales and Other Dispositions of ADSs or Ordinary Shares
Subject to the “Passive Foreign Investment Company” discussion below, when you sell or otherwise dispose of ADSs or ordinary
shares, you will recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale or other
disposition and your adjusted tax basis in the ADSs or ordinary shares. Any such gain or losses that you recognize will be treated as U.S.
source income for foreign tax credit purposes. Your adjusted tax basis will equal the amount you paid for the ADSs or ordinary shares. Any
gain or loss you recognize will be long-term capital gain or loss if your holding period in our ADSs or ordinary shares is
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more than one year at the time of disposition. If you are a non-corporate U.S. Holder, including an individual, any such long-term capital
gain will be taxed at preferential rates (generally 15% for capital gain recognized before January 1, 2011 and 20% thereafter). Your ability to
deduct capital losses will be subject to various limitations.
Passive Foreign Investment Company
We believe that we were not a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for our taxable year
ended March 31, 2010, and we do not expect to be a PFIC in any future taxable year. However, PFIC status is tested each year and depends
on the composition of our assets and income and the value of our assets from time to time. Since we currently hold, and expect to continue to
hold, a substantial amount of cash and other passive assets and, since the value of our assets is to be determined in large part by reference to
the market prices of our ADSs and ordinary shares, which is likely to fluctuate over time, there can be no assurance that we will not be a
PFIC for any taxable year.
We will be classified as a PFIC in any taxable year if either: (a) the average quarterly value of our gross assets that produce passive
income or are held for the production of passive income is at least 50% of the average quarterly value of our total gross assets or (b) 75% or
more of our gross income for the taxable year is passive income (such as certain dividends, interest or royalties). For purposes of the first
test: (a) any cash and cash invested in short-term, interest bearing, debt instruments, or bank deposits that are readily convertible into cash
will count as producing passive income or held for the production of passive income, and (b) the total value of our assets is calculated based
on our market capitalization.
We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other
corporation in which we own, directly or indirectly, at least 25% (by value) of the stock.
If we were a PFIC for any taxable year during which you held ADSs or ordinary shares, certain adverse U.S. federal income tax rules
would apply. You would be subject to additional taxes and interest charges on certain “excess distributions” we make and on any gain
realized on the disposition or deemed disposition of your ADSs or ordinary shares, regardless of whether we continue to be a PFIC in the
year in which you receive an “excess distribution” or dispose of or are deemed to dispose of your ADSs or ordinary shares. Distributions in
respect of your ADSs or ordinary shares during a taxable year would constitute “excess distributions” if, in the aggregate, they exceed 125%
of the average amount of distributions with respect to your ADSs or ordinary shares over the three preceding taxable years or, if shorter, the
portion of your holding period before such taxable year.
To compute the tax on “excess distributions” or any gain, (a) the “excess distribution” or the gain would be allocated ratably to each day
in your holding period, (b) the amount allocated to the current year and any tax year prior to the first taxable year in which we were a PFIC
would be taxed as ordinary income in the current year, (c) the amount allocated to other taxable years would be taxable at the highest
applicable marginal rate in effect for that year, and (d) an interest charge at the rate for underpayment of taxes for any period described under
(c) above would be imposed with respect to any portion of the “excess distribution” or gain that is allocated to such period. In addition, if we
were a PFIC, no distribution that you receive from us would qualify for taxation at the preferential rate discussed in the “—Dividends on
ADSs or Ordinary Shares” section above.
Under certain attribution rules, if we are a PFIC, you will be deemed to own your proportionate share of lower-tier PFICs, and will be
subject to U.S. federal income tax on (a) a distribution on the shares of a lower-tier PFIC and (b) a disposition of shares of a lower-tier
PFIC, both as if you directly held the shares of such lower-tier PFIC.
If we were a PFIC in any year, as a U.S. Holder, you would be required to make an annual return on IRS Form 8621 regarding your
ADSs and ordinary shares. You should consult with your own tax advisor regarding reporting requirements with regard to your ADSs and
ordinary shares.
If we were a PFIC in any year, you would generally be able to avoid the “excess distribution” rules described above by making a timely
so-called “mark-to-market” election with respect to your ADSs provided our ADSs are “marketable.” Our ADSs will be “marketable” as
long as they remain regularly traded on a national securities exchange, such as the Nasdaq Global Market. If you made this election in a
timely fashion, you would recognize as ordinary income or ordinary loss the difference between the fair market value of your ADSs on the
first day of any taxable year and their value on the last day of that taxable year. Any ordinary income resulting from this election would be
taxed at ordinary income rates and would not be eligible for the reduced rate of tax applicable to qualified dividend income. Any ordinary
losses would be limited to the extent of the net amount of previously included income as a result of the mark-to-market election, if any. Your
basis in the ADSs would be adjusted to reflect any such income or loss. You should consult your own tax advisor regarding potential
advantages and disadvantages to you of making a “mark-to-market” election with respect to your ADSs. The mark-to-market election will
not be available for any lower tier PFIC that is deemed owned pursuant to the attribution rules discussed above. We do not intend to provide
you with the information you would need to make or maintain a “Qualified Electing Fund” election and therefore, you will not be able to
make or maintain such an election with respect to your ADSs or ordinary shares.
U.S. Information Reporting and Backup Withholding Rules
Dividend payments with respect to the ADSs or ordinary shares and the proceeds received on the sale or other disposition of ADSs or
ordinary shares may be subject to information reporting to the IRS and to backup withholding (currently imposed at a rate of 28%). Backup
withholding will not apply, however, if you (a) are a corporation or come within certain other exempt categories and, when
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required, can demonstrate that fact or (b) provide a taxpayer identification number, certify as to no loss of exemption from backup
withholding and otherwise comply with the applicable backup withholding rules. To establish your status as an exempt person, you will be
required to provide certification on IRS Form W-9. Backup withholding is not an additional tax. The amount of any backup withholding will
generally be allowed as a refund or a credit against your U.S. federal income tax liability, provided that you furnish the required information
to the IRS.
PROSPECTIVE PURCHASERS OF OUR ADSS AND ORDINARY SHARES SHOULD CONSULT THEIR OWN TAX
ADVISOR REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR
SITUATIONS AS WELL AS ANY TAX CONSEQUENCES RESULTING FROM PURCHASING, HOLDING OR DISPOSING OF
OUR ADSS AND ORDINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF THE TAX LAWS OF ANY
STATE, LOCAL OR NON-US JURISDICTION AND INCLUDING ESTATE, GIFT AND INHERITANCE LAWS.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts.
Not applicable.
H. Documents on Display
We previously filed with the Securities and Exchange Commission our registration statement on Form F-1 as amended.
We have filed this annual report on Form 20-F with the Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended. Statements made in this annual report as to the contents of any document referred to are not necessarily complete. With respect
to each such document filed as an exhibit to this annual report, reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by such reference.
We are subject to the informational requirements of the Exchange Act and file reports and other information with the Securities and
Exchange Commission. Reports and other information which the Company filed with the Securities and Exchange Commission, including
this annual report on Form 20-F, may be inspected and copied at the public reference room of the Securities and Exchange Commission at
100 F Street, N.E. Washington D.C. 20549.
You can also obtain copies of this annual report on Form 20-F by mail from the Public Reference Section of the Securities and Exchange
Commission, 100 F Street, N.E., Washington D.C. 20549, at prescribed rates. Additionally, copies of this material may be obtained from the
Securities and Exchange Commission’s Internet site at http://www.sec.gov. The Commission’s telephone number is 1-800-SEC-0330.
I. Subsidiaries Information
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
Our exposure to interest rate risk primarily relates to interest income generated by excess cash, which is mostly held in interest-bearing
bank deposits. We have not used derivative financial instruments in our investment portfolio. Interest-earning instruments carry a degree of
interest rate risk. We have not been exposed, nor do we anticipate being exposed, to material risks due to changes in market interest rates.
However, our future interest income may fall short of expectations due to changes in market interest rates.
Foreign Currency Risk
A substantial majority of our revenues and expenditures are denominated in Renminbi. As a result, fluctuations in the exchange rate
between the U.S. dollar and Renminbi will affect our financial results in U.S. dollar terms without giving effect to any underlying change in
our business or results of operations. The value of the Renminbi against the U.S. dollar and other currencies is affected by, among other
things, changes in China’s political and economic conditions and China’s foreign exchange policies. On July 21, 2005, the PRC government
changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar. However, the People’s Bank of China regularly
intervenes in the foreign exchange market to limit fluctuations in Renminbi exchange rates and achieve policy goals. Following the removal
of the U.S. dollar peg, the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Since reaching a high
against the U.S. dollar in July 2008, however, the Renminbi has traded within a narrow range against the U.S. dollar. On June 19, 2010, the
People’s Bank of China announced the removal of the de facto peg. Following this announcement, the Renminbi appreciated from 6.7968
Renminbi per U.S. dollar on June 21, 2010 to 6.7709 Renminbi per U.S. dollar on July 2, 2010.
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ATA Inc. and ATA BVI’s functional currency is the U.S. dollar, which resulted in our exposure to foreign currency exchange risk.
Primarily as a result of the appreciation of the Renminbi against the U.S. dollar, the translation of the net assets of ATA Inc. and ATA BVI
to Renminbi during consolidation resulted in translation loss of RMB0.2 million ($35,379) which we recognized as a component of
comprehensive loss as of March 31, 2010. If the Renminbi against U.S. dollar as of March 31, 2010 had further appreciated by 10% from
6.826 to 6.205 as of March 31, 2010, the translation loss would have increased by RMB13.2 million ($1.9 million). Further, we recognized
a net foreign currency exchange loss of RMB0.3 million ($41,589) as a result of the remeasurement of the foreign currency denominated
monetary assets and liabilities. If the Renminbi against U.S. dollar as of March 31, 2010 had further appreciated by 10% from 6.826 to 6.205
as of March 31, 2010, the foreign currency exchange loss would have increased by RMB1.2 million ($0.2 million).
Inflation
China has generally not experienced significant inflation in recent years. According to China’s National Bureau of Statistics, the change in
China’s consumer price index was 4.8%, 5.9% and -0.7% in the years 2007, 2008 and 2009, respectively. In the first five months of 2010,
China’s consumer price index increased by 2.5% year over year. Neither inflation nor deflation has had a material impact on our results of
operations to date, and we do not currently expect the recent deflation in China to have a significant effect on our operations.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
PART II
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
The rights of securities holders have not been materially modified.
ITEM 15. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this annual report, an evaluation has been carried out under the supervision and with the
participation of our management, including our chief executive officer and our chief financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934, as amended. Based on that evaluation, our chief executive officer and chief financial officer have concluded
that our disclosure controls and procedures are effective in ensuring that material information required to be disclosed in this annual report is
recorded, processed, summarized and reported to them for assessment, and required disclosure is made within the time period specified in the
rules and forms of the Securities and Exchange Commission.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended, for our company. Internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial
statements in accordance with generally accepted accounting principles and includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a company’s assets,
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in
accordance with generally accepted accounting principles, and that a company’s receipts and expenditures are being made only in accordance
with authorizations of a company’s management and directors, and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of a company’s assets that could have a material effect on the consolidated financial
statements.
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with respect
to consolidated financial statement preparation and presentation and may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
As required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules as promulgated by the Securities and Exchange
Commission, management assessed the effectiveness of our internal control over financial reporting as of March 31, 2010 using criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
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Based on this assessment, management concluded that the internal control over financial reporting was effective as of March 31, 2010
based on the criteria established in this Internal Control-Integrated Framework .
KPMG, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as
of March 31, 2010, as stated in their report which is included below.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
ATA Inc.:
We have audited ATA Inc.’s internal control over financial reporting as of March 31, 2010, based on criteria established in Internal Control
— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). ATA Inc.’s
management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, ATA Inc. maintained, in all material respects, effective internal control over financial reporting as of March 31, 2010, based
on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of ATA Inc. and subsidiaries as of March 31, 2010 and 2009, and the related consolidated statements of
operations, shareholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended
March 31, 2010, and our report dated July 7, 2010 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG
KPMG
Hong Kong, China
July 7, 2010
Changes in Internal Control over Financial Reporting
Other than as described above, there were no changes in our internal control over financial reporting that occurred during the period
covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our audit committee consists of Hope Ni and Alec Tsui. Hope Ni is the chairman of our audit committee. Our board of directors has
determined that Hope Ni and Alec Tsui are “independent directors” within the meaning of Nasdaq Stock Market Rule 5605(a)(2) and meet
the criteria for independence set forth in Rule 10A-3(b) of the Exchange Act. Hope Ni meets the criteria of an audit committee financial
expert as set forth under the applicable rules of the SEC.
ITEM 16B. CODE OF ETHICS
Our board of directors has adopted a code of ethics that is applicable to our senior executive and financial officers. In addition, our board
of directors adopted a code of conduct that is applicable to all of our directors, officers and employees. Our code of ethics and our code of
conduct are publicly available on our web site, http://www.ata.net.cn.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered
by KPMG, our principal accountant, for the periods indicated.
Audit fees (1)
Audit-related fees (2)
Tax fees (3)
2009
RMB
5,489,833
1,673,101
—
Fiscal Year ended March 31,
2010
RMB
5,012,215
1,691,580
60,000
US$
734,304
247,822
8,790
(1) “Audit fees” means the aggregate fees billed or payable for professional services rendered by our principal accountant for the audit of our
consolidated financial statements.
(2) “Audit-related fees” means the aggregate fees billed or payable for assurance and related services by our principal accountant that are
reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit
fees.” Services comprising the fees disclosed under the category of “Audit-related fees” in fiscal years 2009 and 2010 involve principally
the agreed-upon procedures in connection with our quarterly financial information.
(3) “Tax fees” means the aggregate fees billed or payable for services rendered by our principal accountant for tax compliance and tax
advice.
The audit committee or our board of directors is to pre-approve all auditing services and permitted non-audit services to be performed for
us by our independent registered public accounting firm, including the fees and terms thereof (subject to the de minimums exceptions for
non-audit services described in Section 10A(i)(l)(B) of the Exchange Act which are approved by the audit committee or our board of
directors prior to the completion of the audit).
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
None.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
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Period
April 1 — April 30, 2009
May 1 — May 31, 2009
June 1 — June 30, 2009
September 1 — September 30, 2009
November 1 — November 30, 2009
December 1 — December 31,2009
February 1 — February 28, 2010
March 1 — March 31, 2010
(a) Total
Number
of ADSs
Purchased
(b) Average
Price
Paid per ADS1
(c) Total Number
of ADSs
Purchased as Part
of
Publicly
Announced Plan
(d) Maximum
Approximate Dollar
Value of ADSs that May
Yet
Be Purchased Under the
Plan1, 2, 3
71,132
90,785
7,350
45,286
14,632
30,016
81,568
$5.4098
(RMB36.9261)
$6.3641
(RMB43.4399)
$6.7885
(RMB46.3370)
$5.0127
(RMB34.2158)
$5.0990
(RMB34.8046)
$3.6148
(RMB24.6739)
$3.9591
(RMB27.0242)
71,132
161,917
169,267
214,553
229,185
259,201
340,769
$3,516,304
(RMB24,001,590)
$3,131,495
(RMB21,374,960)
$2,553,732
(RMB17,431,264)
$2,503,836
(RMB17,090,687)
$2,276,830
(RMB15,541,188)
$2,202,222
(RMB15,031,928)
$4,891,498
(RMB33,388,388)
$4,568,560
(RMB31,184,077)
1
2
3
All translations from U.S. dollar to Renminbi were made at a rate of RMB6.8258 to US$1.00, which was the noon buying rate in effect
as of March 31, 2010.
On November 13, 2008, we announced a share repurchase plan. Under the plan, we were approved to repurchase up to US$5.0 million
worth of our outstanding ADSs from time to time through December 31, 2009.
On February 12, 2010, we announced a share repurchase plan. Under the plan, we are approved to repurchase up to US$5.0 million
worth of our outstanding ADSs from time to time through March 31, 2011.
Other than shown in the table above, there were no other repurchases during the fiscal year ended March 31, 2010.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE
As a foreign private issuer with shares listed on the Nasdaq Global Market we are subject to corporate governance requirements imposed
by Nasdaq. Under Nasdaq Stock Market Rule 5615(a)(3), a foreign private issuer such as us may follow its home-country corporate
governance practices in lieu of certain of the Nasdaq Stock Market Rules corporate governance requirements. We are committed to a high
standard of corporate governance. As such, we strive to comply with most of the Nasdaq corporate governance practices. However, our
current corporate governance practices differ from Nasdaq corporate governance requirements for U.S. companies in certain respects, as
summarized below:
•
•
Nasdaq Stock Market Rule 5605(c)(2) requires a Nasdaq listed company to have an audit committee composed of at least three
independent members. In this regard we have elected to adopt the practices of our home country, the Cayman Islands, which does
not require us to have a three member audit committee or to fill all three seats on the audit committee at this time.
Nasdaq Stock Market Rule 5605(e)(1) requires a Nasdaq listed company to have a nominations committee composed solely of
independent directors to select or recommend for selection director nominees. In this regard we have elected to adopt the practices of
our home country, the Cayman Islands, which does not require that any of the members of a company’s nominations committee be
independent directors.
PART III
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Table of Contents
ITEM 17. FINANCIAL STATEMENTS
Not Applicable.
ITEM 18. FINANCIAL STATEMENTS
Our consolidated financial statements are included at the end of this annual report.
ITEM 19. EXHIBITS
Exhibit
Number
Description
Index to Exhibits
1.1
2.1
2.2
2.3
2.4
4.1
4.2
4.3
4.4
4.5
4.6
—
—
—
—
—
—
—
Third Amended and Restated Memorandum and Articles of Association of the Registrant.*
Form of Common Share Certificate.*
Form of Deposit Agreement between the Registrant and Citibank, N.A., as depositary. (1)
Form of American depositary receipt evidencing American depositary shares (included in Exhibit 2.2).*
Shareholders Agreement, dated November 10, 2006, among the Registrant and its shareholders party thereto.*
2005 Share Incentive Plan of ATA Testing Authority (Holdings) Limited.*
2008 Employee Share Incentive Plan of the Registrant and form of ISO Option Agreement and NQSO Option
Agreement.*
—
Form of Indemnification Agreement between the Registrant and its directors.*
—
—
—
Technical Support Agreement between ATA Online (Beijing) Education Technology Limited and ATA Learning
(Beijing) Inc., dated October 27, 2006.*
Strategic Consulting Service Agreement between ATA Online (Beijing) Education Technology Limited and ATA
Learning (Beijing) Inc., dated October 27, 2006.*
Loan Agreement between ATA Testing Authority (Holdings) Limited and Xiaofeng Ma, dated October 27, 2006,
which was amended on February 12, 2007.*
4.6.1
—
4.7
—
4.7.1
—
4.8
4.9
—
—
Amendment to Loan Agreement between ATA Testing Authority (Holdings) Limited and Xiaofeng Ma, dated
July 7, 2009**
Loan Agreement between ATA Testing Authority (Holdings) Limited and Lin Wang, dated October 27, 2006,
which was amended on February 12, 2007.*
Amendment to Loan Agreement between ATA Testing Authority (Holdings) Limited and Lin Wang, dated July 7,
2009**
Call Option and Cooperation Agreement among ATA Testing Authority (Holdings) Limited, Xiaofeng Ma, Lin
Wang, Jianguo Wang and ATA Online (Beijing) Education Technology Limited, dated October 27, 2006.*
Framework Agreement for Option Right Exercise among ATA Testing Authority (Holdings) Limited, Lin Wang,
Jianguo Wang, ATA Online (Beijing) Education Technology Limited and ATA Learning (Beijing) Inc., dated
February 12, 2007.*
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Table of Contents
4.10
4.11
4.12
4.13
—
—
—
—
Option Exercise Notice between ATA Testing Authority (Holdings) Limited and Jianguo Wang, dated February 12,
2007.*
Call Option and Cooperation Agreement among ATA Testing Authority (Holdings) Limited, Xiaofeng Ma, Lin Wang
and ATA Online (Beijing) Education Technology Limited, dated February 12, 2007.*
Equity Pledge Agreement among Xiaofeng Ma, Lin Wang and ATA Learning (Beijing) Inc., dated February 12,
2007.*
Extended Control Agreement among Xiaofeng Ma, Lin Wang, ATA Online (Beijing) Education Technology Limited,
ATA Learning (Beijing) Inc., and ATA Testing Authority (Holdings) Limited, amending the Technical Support
Agreement (Exhibit 4.5), the Strategic Consulting Service Agreement (Exhibit 4.6), the Call Option and Cooperation
Agreement (Exhibit 4.12), and the Equity Pledge Agreement (4.13), dated July 7, 2009. **
4.14
—
Purchase Agreement Translation (8th Floor) **
4.15
—
Purchase Agreement Translation (16th Floor) **
4.16
4.17
—
—
Testing Service Agreement between ATA Testing Authority (Beijing) Limited and Securities Association of China,
dated September 27, 2006.
Service Agreement for 2010 Securities Practitioner Qualification Exams between ATA Testing Authority (Beijing)
Limited and Securities Association of China, date July 7, 2010.†
8.1
—
List of Subsidiaries.
11.1
—
Code of Conduct.*
12.1
—
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2
—
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1
—
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13.2
—
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
23.1
—
Consent of KPMG.
23.2
—
Consent of Jones Lang LaSalle Sallmanns Limited
23.3
—
Consent of Jincheng Tongda & Neal Law Firm
*
Previously filed with the Registrant’s registration statement on Form F-1 (File No. 333-148512), as amended.
** Previously filed with the Registrant’s annual report on Form 20-F, filed with the SEC on September 15, 2009.
†
Confidential treatment has been requested for portions of this exhibit.
(1) Incorporated by reference to the Registration Statement on Form F-6 (File No. 333-148641) filed with the Securities and Exchange
Commission with respect to American depositary shares representing our common shares.
103
Table of Contents
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.
SIGNATURE
Date: July 7, 2010
ATA INC.
/s/ Benson Tsang
Name: Benson Tsang
Title: Chief Financial Officer
S - 1
Table of Contents
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
ATA Inc.:
We have audited the accompanying consolidated balance sheets of ATA Inc. and subsidiaries as of March 31, 2010 and 2009, and the related
consolidated statements of operations, shareholders’ equity and comprehensive income (loss), and cash flows for each of the years in the
three-year period ended March 31, 2010. These consolidated financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ATA
Inc. and subsidiaries as of March 31, 2010 and 2009, and the results of their operations and their cash flows for each of the years in the
three-year period ended March 31, 2010 in conformity with U.S. generally accepted accounting principles.
The accompanying consolidated financial statements as of and for the year ended March 31, 2010 have been translated into United States
dollars solely for the convenience of the reader. We have audited the translation and, in our opinion, such financial statements expressed in
Renminbi have been translated into United States dollars on the basis set forth in Note 2(d) to the consolidated financial statements.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), ATA Inc.’s
internal control over financial reporting as of March 31, 2010, based on criteria established in Internal Control — Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated July 7, 2010 expressed
an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
/s/ KPMG
Hong Kong, China
July 7, 2010
F-1
Table of Contents
ATA INC.
Consolidated Balance Sheets
Note
2009
RMB
March 31,
2010
RMB
2010
USD
ASSETS
Current assets:
Cash
Accounts receivable, net
Inventories
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Goodwill
Intangible assets, net
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accrued expenses and other payables
Deferred revenues
Total current liabilities
Deferred revenues
Deferred income tax liabilities
Total liabilities
Shareholders’ equity:
Common shares:
Par value: USD0.01
Authorized: 500,000,000 shares
Issued and outstanding: 45,675,514 and 44,441,762 shares
as of March 31, 2009 and 2010, respectively
Treasury shares —552,214 and nil common shares as of
March 31, 2009 and 2010, respectively, at cost
Receivable from shareholders
Additional paid-in capital
Accumulated other comprehensive loss
Accumulated deficit
Total shareholders’ equity
Commitments and contingencies
Total liabilities and shareholders’ equity
(4)
(5)
(7)
(8)
(9)
(10)
(10)
(12)
(14)
(14)
(14)
(14)
(2)
(2, 16)
310,503,071
71,076,794
2,287,260
15,134,804
399,001,929
20,987,472
23,422,850
25,994,261
1,838,544
471,245,056
213,874,252
82,900,060
2,115,220
10,184,165
309,073,697
70,328,064
23,422,850
23,206,591
2,471,898
428,503,100
31,333,214
12,145,105
309,886
1,492,011
45,280,216
10,303,271
3,431,517
3,399,835
362,140
62,776,979
44,950,280
40,238,256
85,188,536
5,626,153
189,583
91,004,272
52,385,674
25,837,229
78,222,903
4,673,805
131,524
83,028,232
7,674,657
3,785,231
11,459,888
684,726
19,269
12,163,883
3,503,619
3,418,709
500,851
(10,126,861)
(5,226,173)
500,350,068
(16,157,846)
(92,102,023)
380,240,784
—
471,245,056
—
—
485,907,507
(16,399,334)
(127,452,014)
345,474,868
—
428,503,100
—
—
71,186,895
(2,402,551)
(18,672,099)
50,613,096
—
62,776,979
See accompanying notes to consolidated financial statements.
F - 2
Note
(11)
Table of Contents
Net revenues
Product
Service
Total net revenues
Cost of revenues
Gross profit
Operating expenses:
Research and development
Sales and marketing
General and administrative
Provision for doubtful accounts
Total operating expenses
Income (loss) from operations
Gain from sale of an affiliate
Gain from liquidation of an affiliate
Interest income
Subsidy income
Foreign currency exchange gains
(losses), net
Earnings (loss) before income
taxes
Income tax benefit (expense)
(12)
ATA INC.
Consolidated Statements of Operations
Year Ended March 31,
2008
RMB
2009
RMB
2010
RMB
2010
USD
34,050,222
138,038,005
172,088,227
66,947,419
105,140,808
16,070,049
201,475,254
217,545,303
92,608,631
124,936,672
2,811,626
242,219,917
245,031,543
129,535,003
115,496,540
12,882,428
28,804,487
38,370,929
1,655,412
81,713,256
23,427,552
2,837,451
988,133
473,739
—
16,240,618
24,921,910
47,554,682
9,831,940
98,549,150
26,387,522
—
—
395,108
2,000,000
22,708,310
38,951,021
56,839,498
27,052,862
145,551,691
(30,055,151)
—
—
731,181
—
411,912
35,485,938
35,897,850
18,977,263
16,920,587
3,326,835
5,706,441
8,327,156
3,963,324
21,323,756
(4,403,169)
—
—
107,120
—
(235,742)
665,558
(283,875)
(41,589)
27,491,133
(7,321,354)
29,448,188
(6,637,973)
(29,607,845)
(5,742,146)
(4,337,638)
(841,241)
Net income (loss)
20,169,779
22,810,215
(35,349,991)
(5,178,879)
Basic earnings (loss) per common
share
Diluted earnings (loss) per common
share
(17)
(17)
0.79
0.53
0.50
0.49
(0.79)
(0.12)
(0.79)
(0.12)
See accompanying notes to consolidated financial statements.
F - 3
Table of Contents
ATA INC.
Consolidated Statements of Shareholders’ Equity and Comprehensive Income (Loss)
Convertible preferred shares
Common shares
Number of
Series A
shares
Number of
Series A-1
Amount
shares Amount
RMB
RMB
Number
of
shares
Amount
RMB
Treasury
Receivable
from
shares shareholders
RMB
RMB
Additional
Accumulated
other
Total
paid-in comprehensive
loss
capital
RMB
RMB
Accumulated
deficit
RMB
shareholders’ Comprehensive
income (loss)
RMB
equity
RMB
Balance as of
March 31, 2007
6,628,369 533,451 883,783 70,848 25,479,452 2,093,877 (16,106,940)
— 203,139,446
— (135,082,017) 54,648,665
Conversion of
Series A and A-1
preferred shares into
common shares
(Note 14)
Issuance of common
shares upon initial
public offering
(“IPO”), net of
issuance costs of
RMB28,899,914
Issuance and
modification of
common share
warrant to JDX
sellers(Note 3)
Share-based
compensation
expense (Note 13)
Net income
Foreign currency
translation
adjustment, net of
nil tax
Comprehensive
income
Balance as of
(6,628,369) (533,451) (883,783) (70,848) 11,730,554 843,462
—
—
(239,163)
—
—
—
—
—
—
— 10,000,226 718,871
—
— 287,942,477
—
— 288,661,348
—
—
—
—
—
—
—
—
278,744
—
—
278,744
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
7,252,520
—
—
— 20,169,779 20,169,779 20,169,779
7,252,520
—
—
—
—
—
—
—
—
—
— (7,933,512)
—
(7,933,512)
(7,933,512)
12,236,267
March 31, 2008
—
—
—
— 47,210,232 3,656,210 (16,106,940)
— 498,374,024 (7,933,512) (114,912,238) 363,077,544
Retirement of treasury
shares (Note 14)
Share-based
compensation
expense (Note 13)
Share-based
compensation
expense for share
options modified
(Note 13)
Repurchase of
common shares
(Note 14)
Exercise of common
share option and
warrant and
issuance of
common shares
(Note 14)
Modification of
warrant grant to
JDX sellers (Note
3)
Net income
Foreign currency
translation
adjustment, net of
nil tax
Comprehensive
income
Balance as of
—
—
—
— (3,579,327) (295,799) 16,106,940
— (15,811,141)
—
—
—
—
—
—
—
—
—
—
—
5,242,549
—
—
5,242,549
—
—
—
—
—
—
—
—
354,980
—
—
354,980
—
—
—
—
—
— (10,126,861)
—
—
—
— (10,126,861)
—
—
—
— 2,044,609 143,208
— (5,226,173) 11,836,255
—
—
6,753,290
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
353,401
—
—
353,401
— 22,810,215 22,810,215 22,810,215
—
—
—
—
—
—
—
—
— (8,224,334)
—
(8,224,334)
(8,224,334)
14,585,881
March 31, 2009
—
—
—
— 45,675,514 3,503,619 (10,126,861) (5,226,173) 500,350,068 (16,157,846) (92,102,023) 380,240,784
Share-based
compensation
expense (Note 13)
Share-based
compensation
expense for share
options modified
(Note 13)
Repurchase of
common shares
(Note 14)
Repayment from
shareholders(Note
14)
Retirement of treasury
shares(Note 14)
Net loss
Foreign currency
—
—
—
—
—
—
—
—
6,625,859
—
—
6,625,859
—
—
—
—
—
— (11,896,328)
—
—
—
— (11,896,328)
869,859
869,859
—
—
—
—
—
—
—
—
—
—
— 5,226,173
—
—
—
5,226,173
—
—
— (1,233,752)
—
—
(84,910) 22,023,189
—
—
(21,938,279)
—
—
—
— (35,349,991) (35,349,991) (35,349,991)
—
—
translation
adjustment, net of
nil tax
Comprehensive
loss
Balance as of
—
—
—
—
—
—
—
—
—
(241,488)
—
(241,488)
(241,488)
(35,591,479)
March 31, 2010
—
—
—
— 44,441,762 3,418,709
—
— 485,907,507 (16,399,334) (127,452,014) 345,474,868
Balance as of
March 31, 2010-
USD
—
—
500,851
—
— 71,186,895 (2,402,551) (18,672,099) 50,613,096
See accompanying notes to consolidated financial statements.
F - 4
Table of Contents
ATA INC.
Consolidated Statements of Cash Flows
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net earnings (loss) to net cash
provided by (used in) operating activities:
Gain from sale of an affiliate
Gain from liquidation of an affiliate
Unrealized foreign currency exchange loss (gain)
Provision for doubtful accounts
Depreciation and amortization
Loss (gain) from disposal of property and equipment
Share-based compensation
Deferred income tax expense (benefit)
Changes in operating assets and liabilities net of effect of
an acquisition:
Accounts receivable
Due from related parties
Income tax payable (receivable)
Inventories
Prepaid expenses and other current assets
Other assets
Accrued expenses and other payables
Deferred revenues
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Cash paid for property and equipment
Year Ended March 31,
2008
RMB
2009
RMB
2010
RMB
2010
USD
20,169,779
22,810,215
(35,349,991)
(5,178,879)
(2,837,451)
(988,133)
(627,661)
1,655,412
2,699,449
(156,984)
7,252,520
1,523,347
—
—
(685,420)
9,831,940
5,206,412
36,752
5,597,529
(2,248,715)
(48,180,169)
19,770
1,524,992
(546,054)
2,731,225
(136,300)
6,705,088
9,495,634
(13,408,126)
—
32,769
664,706
(1,179,349)
—
5,223,517
(344,078)
—
—
89,294
27,052,862
12,750,481
—
7,495,718
(287,906)
(38,876,128)
—
(3,789,803)
172,040
6,679,132
(326,147)
11,778,603
(15,353,375)
—
—
13,082
3,963,325
1,867,983
—
1,098,145
(42,179)
(5,695,468)
—
(555,217)
25,204
978,513
(47,782)
1,725,600
(2,249,315)
304,464
31,538,152
(27,965,220)
(4,096,988)
(5,722,766)
(34,687,939)
(59,357,111)
(8,695,994)
Proceeds from disposal of property and equipment
Proceeds from disposal or liquidation of affiliates
Payment for JDX acquisition
55,185
4,988,133
(4,427,852)
—
—
(365,434)
—
—
(2,305,553)
—
—
(337,770)
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from initial public offering
Proceeds from issuance of common shares
Advances received from exercise of common share
warrants
Cash paid for initial public offering costs
Cash paid for repurchase of common shares
Collection of receivable from shareholders
(5,107,300)
(35,053,373)
(61,662,664)
(9,033,764)
317,561,262
—
—
1,031,575
—
—
—
—
1,061,038
(19,336,054)
—
—
—
(1,544,180)
(10,126,861)
—
—
—
(11,896,328)
5,226,173
—
—
(1,742,847)
765,650
Net cash provided by (used in) financing activities
299,286,246
(10,639,466)
(6,670,155)
(977,197)
See accompanying notes to consolidated financial statements.
F - 5
Table of Contents
ATA INC.
Consolidated Statements of Cash Flows (Continued)
Effect of foreign exchange rate changes on cash
Net (decrease) increase in cash
Cash at beginning of year
Cash at end of year
Supplemental disclosures of cash flow information :
Cash paid for income tax
Non-cash investing and financing activities:
Acquisition purchase price payable
Acquisition of property and equipment included in
accounts payable
Deposit included in other assets applied to the acquisition
of property and equipment
Exercise of warrants in exchange for the purchase price
consideration
Exercise of share options paid by employee loan
Warrant issued for acquisition
Conversion of Series A and A-1 preferred shares into
common shares
Year Ended March 31,
2008
RMB
2009
RMB
2010
RMB
2010
USD
(7,305,852)
287,177,558
45,019,114
332,196,672
(7,538,914)
(21,693,601)
332,196,672
310,503,071
(330,780)
(96,628,819)
310,503,071
213,874,2522
(48,460)
(14,156,409)
45,489,623
31,333,2143
4,273,015
8,853,919
9,819,855
1,438,638
—
2,305,553
—
156,500
1,028,600
574,892
—
—
278,744
604,299
4,660,677
5,226,173
353,401
—
400,000
—
—
—
—
—
84,223
58,601
—
—
—
—
See accompanying notes to consolidated financial statements.
F - 6
Table of Contents
(1) DESCRIPTION OF BUSINESS, ORGANIZATION AND SIGNIFICANT CONCENTRATIONS AND RISKS
Description of Business and Organization
ATA Inc. (the “Company”), through its wholly-owned subsidiaries, ATA Testing Authority (Holdings) Limited (“ATA BVI”), ATA
Testing Authority (Beijing) Limited (“ATA Testing”), Beijing JinDiXin Software Technology Limited (“Beijing JDX”), ATA Learning
(Beijing) Inc. (“ATA Learning”), ATA Learning (Wuxi) Inc. (“ATA Wuxi”) and its consolidated variable interest entity (“VIE”), ATA
Online (Beijing) Education Technology Limited (“ATA Online”) (collectively, referred to as the “Group”), provides computer-based
testing services, test-based educational services, test preparation and training solutions and other related services in the People’s
Republic of China (the “PRC”).
On February 1, 2008, the Company completed its initial public offering (“IPO”) by issuing 9,748,024 common shares, represented by
4,874,012 American Depositary Shares (“ADS”), at a price of USD9.50 per ADS. On February 28, 2008, the underwriters exercised
their over-allotment option and the Company issued an additional 252,202 common shares, represented by 126,101 ADSs, at a price of
USD9.50 per ADS. In connection with the initial public offering, the Company received proceeds of RMB288,661,348, net of related
offering expenses paid. The Company’s ADSs are listed on the NASDAQ Global Market (“NASDAQ”) in the United States of
America. Each ADS represents two common shares.
Significant Concentrations and Risks
The Group is subject to, among others, the following significant concentration and risks:
Country risk
The Group is subject to special considerations and risks associated with the PRC. These include risks associated with, among others,
the political, economic, legal and social environment in the PRC, including the relative difficulty of protecting and enforcing intellectual
property rights in the PRC. The interpretation and application of current or proposed requirements and regulations may have an adverse
effect on the Group’s business, financial condition and result of operations. In addition, the ability to negotiate and implement specific
business development projects in a timely and favorable manner may be impacted by political considerations unrelated to or beyond the
control of the Group. Although the PRC government has been pursuing economic reform policies for almost three decades, no
assurance can be given that the PRC government will continue to pursue such policies or that such policies may not be significantly
altered. Any change in PRC government policies and regulations affecting the education and testing service industry may have a
negative impact on the Group’s operating results and financial condition.
F - 7
Table of Contents
Revenue concentration
For the years ended March 31, 2008, 2009 and 2010, RMB100.2 million, RMB157.3 million and RMB157.0 million, representing
58.3%, 72.3% and 64.1% of the Group’s net revenues, respectively, were generated from licensing and service fees from Chinese
government controlled entities including governmental agencies, educational institutions and industry associations controlled by the
PRC government. The demand for the Group’s products and services by these agencies and institutions are affected by government
budgetary cycles, funding availability and government policies. Funding reductions, reallocations or delays could adversely impact
demand for the Group’s products and services or reduce the fees these clients are willing to pay for such products and services.
Net revenues from customers that individually exceeded 10% of the Group’s net revenues are as follows:
China Banking Association
Securities Association of China
RMB
30,451,076
19,628,804
Year Ended March 31,
2008
%
17.7%
11.4%
RMB
53,889,864
56,948,972
2009
%
24.8%
26.2%
RMB
49,453,256
82,242,555
Accounts receivable from customers, net, that individually exceeded 10% of the Group’s accounts receivable are as follows:
March 31,
RMB
17,898,940
10,260,000
2009
%
25.2%
14.4%
RMB
53,598,003
—
2010
%
20.2%
33.6%
2010
%
64.7%
0%
Securities Association of China
Shenzhen JieTeTong Co., Ltd.
Concentration of cash balances held at financial institutions
Cash balances include deposits in:
Financial institutions in the mainland of the PRC
— Denominated in RMB
— Denominated in USD
Financial institutions in HKSAR of the PRC
— Denominated in Hong Kong dollar
— Denominated in USD
March 31,
2009
RMB
2010
RMB
65,294,697
7,502
65,302,199
52,674,929
32,207,082
84,882,011
2,472,022
242,712,884
310,487,105
812,940
128,172,711
213,867,662
Management believes these financial institutions have high credit ratings. Cash denominated in currencies other than RMB is subject to
foreign currency risk due to the appreciation or depreciation of the RMB under the current exchange rate regime in the PRC.
F - 8
Table of Contents
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Principles of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany
balances and transactions have been eliminated on consolidation.
(b) Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in
the United States of America (“U.S. GAAP”).
(c) Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management of the Group to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include the fair
values of share-based payments, financial and certain equity instruments, the fair values of the net assets and liabilities acquired in a
business combination, the collectibility of accounts receivable, the realizability of deferred income tax assets, the useful lives and
residual values of long-lived assets, the recoverability of the carrying values of long-lived assets and goodwill, and with respect to
revenue recognition, the expected service period for course programs and the expected licensing period for perpetual license. Actual
results could differ from those estimates.
F - 9
Table of Contents
(d) Foreign currency translation and risks
The accompanying consolidated financial statements have been expressed in Renminbi (“RMB”), the Company’s reporting currency.
The Company and ATA BVI’s functional currency is the United States dollar (“U.S. dollar” or “USD”).
The functional currency of the Company’s PRC subsidiaries is the RMB. Transactions denominated in currencies other than the RMB
are translated into the RMB at the exchange rates quoted by the People’s Bank of China (“PBOC”) prevailing at the dates of the
transaction. Monetary assets and liabilities denominated in currencies other than RMB are translated into RMB using the applicable
exchange rates quoted by the PBOC at the balance sheet dates. The resulting foreign exchange gains and losses are included in the
consolidated statements of operations in the line item “Foreign currency exchange gains (losses), net.”
Assets and liabilities of the Company and ATA BVI are translated into RMB using the applicable exchange rate at each balance sheet
date. Revenues and expenses are translated at average rates prevailing during the year. The resulting foreign currency translation
adjustments are recognized as a separate component of accumulated other comprehensive income (loss) within shareholders’ equity.
For the convenience of the readers, the 2010 RMB amounts included in the accompanying consolidated financial statements have been
translated into USD at the rate of USD1.00 = RMB6.8258, the noon buying rate in New York cable transfers of RMB per USD as set
forth in the H.10 weekly statistical release of Federal Reserve Board, as of March 31, 2010. No representation is made that the RMB
amounts could have been, or could be, converted into USD at that rate or at any other rate on March 31, 2010.
(e) Commitments and contingencies
In the normal course of business, the Group is subject to contingencies, such as legal proceedings and claims that cover a wide range of
matters. Liabilities for such contingencies are recorded when it is probable that a liability has been incurred and the amount of the
assessment can be reasonably estimated.
(f) Fair value measurements
On April 1, 2008, the Company adopted the provisions of FASB Statement No. 157, “Fair Value Measurements”, included in FASB
ASC Topic 820, Fair Value Measurements and Disclosures, for fair value measurements of financial assets and financial liabilities and
for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring
basis. FASB ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. FASB ASC Topic 820 also establishes a framework for
measuring fair value and expands disclosures about fair value measurements.
On April 1, 2009, the Company adopted the provisions of FASB ASC Topic 820 to fair value measurements of nonfinancial assets and
nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis.
The Company did not have any nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis as of March 31,
2009 and 2010. The Company’s financial instruments consist of cash, accounts receivable, advances to third parties, employees and
suppliers, which are included in the prepaid expenses and other current assets, other assets excluding deferred income tax assets, and
accrued expenses and other payables, all of which have a carrying amount that approximate fair value because of the short maturity of
these instruments.
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(g) Revenue recognition
The Group’s revenues are principally derived from the provision of testing services, test-based educational services and test preparation
solutions. The Group recognizes revenues when all of the followings have occurred:
•
•
•
•
persuasive evidence of an agreement with the customer exists;
services have been performed and/or delivery of goods has occurred;
the fees for services performed and/or price of goods sold are fixed or determinable; and
collectibility of the fees and/or sales proceeds is reasonably assured.
The application of the above criteria for revenue recognition for each type of service or product is as follows:
i)
Testing services
Fees for testing services are recognized upon the completion of the exam by the test takers since the Group has no significant
future involvement after the completion of the examination. Fees received in advance of test delivery are recorded as deferred
revenue. The Group also enters into licensing arrangements with test sponsors for use of the Group’s Dynamic Simulation
Testing Technology (“DST”). Licensing fees for DST are recognized when the testing technology licenses are delivered, which is
evidenced by the usage reports received from the licensees.
ii)
Test-based educational services
Fees from educational institutions for degree major course programs are recognized on a straight-line basis over the contractual
period, which typically starts in the month of September and ends in the month of June or August of the following year, or 10 to
12 months.
Fees from educational institutions for single course programs are recognized on a straight-line basis over the expected service
period or the contractual period, whichever is longer. At the end of each reporting period upon the closing of the Group’s financial
records, the Group compares the revenue recognized at the onset of the contracts to the actual completion status of each contract,
on a contract by contract basis, and makes any revenue adjustments to reflect the actual completion status.
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Fees for pre-occupational training programs are recognized on a straight-line basis over the training period, which is
approximately 2 to 3 months.
Fees are not refundable if the student fails to complete one or more of the courses or the entire degree major course programs or
fails any of the exams.
iii) Test preparation and training solutions
The Group derives test preparation and training solutions revenues from online test preparation and training and the sale of
training software products.
a)
Online test preparation and training service fees
The Group sells online training to end users directly or through distributors on a consignment basis. The online training
entitles the end users the access to online test preparation and training services during a specified service period, which
normally ranges between 90 to 180 days from the activation.
Online training revenue is recognized on a straight-line basis over the service period commencing at the point of time the
online training is activated. If the online training sold to the end users are not activated before the expiration date, related
online service revenue is recognized on the expiration date. For online training granted with fixed online hours, the Group
compares the revenue recognized to the actual completion status, and makes any revenue adjustments to reflect the actual
completion status.
The Group is not contractually obligated, nor has the Group historically accepted returns from end users.
b)
Training software products
Training software products sales are recognized upon delivery and when collectibility is reasonably assured.
Pursuant to the laws and regulations of the PRC, ATA Testing is entitled to a refund of VAT on certain software sales. The
refund relates directly to sales, accordingly the Company recognizes the VAT refund at the time the corresponding product
is sold. VAT refunds included in revenue for the years ended March 31, 2008, 2009 and 2010 were RMB1,358,646,
RMB2,195,116 and RMB10,769, respectively.
iv) Other revenue
a)
Licensing fees from authorized test centers
The Group receives a fixed fee for a perpetual license or an initial fee plus continuing annual fees for renewable annual
license that provide authorized test centers the right to use the Group’s brand name and E-testing platform.
The Group is obligated to provide ongoing technical support and unspecific system upgrades; and to provide training to
authorized test centers’ staff. Initial fees for renewable annual license and fixed fees for perpetual license are recognized on a
straight-line basis over the expected licensing period of 10 years, which is the period the Group is expected to have
continuing involvement with the authorized test centers. Management estimates the expected licensing period based on its
historical retention experience, factoring in the expected level of future competition, the risk of technological obsolescence,
technological innovation, and the expected changes in the education training environment.
F - 12
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b)
Test development services
Test development service fees are recognized upon the acceptance of the developed tests by the customer. The period to
develop the tests is short, generally within two to six months from commencement of development.
c)
Test administration software products
Test administration software products sales are recognized upon delivery and when collectibility is reasonably assured.
Pursuant to the laws and regulations of the PRC, Beijing JDX is entitled to a refund of VAT on certain software sales. The
refund relates directly to sales, accordingly the Company recognizes the VAT refund at the time the corresponding product
is sold. VAT refunds included in revenue for the years ended March 31, 2008, 2009 and 2010 were RMB Nil, RMB Nil
and RMB314,223, respectively.
v)
Business tax
Revenue is recorded, net of business tax. Business tax is levied on the Group’s service-related revenues generated in the PRC at
5%.
(h) Cost of revenues
Cost of revenues consist primarily of cost of test monitoring, royalty fees for IT vendors and test sponsor licensing arrangements, cost
of inventories sold, payroll compensation, technical support, and other related costs, which are directly attributable to the rendering of
services and delivery of goods.
The test monitoring costs are recognized upon completion of examinations primarily based on actual number of test takers. Royalty fees
are recognized as cost of revenues based on actual usage according to contract provisions. During the years ended March 31, 2008,
2009 and 2010, test monitoring costs of RMB20,007,271, RMB45,164,785 and RMB63,919,228, respectively, and royalty fees for IT
vendors and test sponsor licensing arrangements of RMB18,046,832, RMB13,530,229 and RMB21,882,555, respectively, were
charged to the consolidated statements of operations as cost of revenues.
(i)
Research and development costs
Research and development costs primarily consist of software developed for internal use and software developed for sale.
i)
Software developed for internal use
The Group recognizes development costs of software for internal use in accordance with FASB ASC Topic 350, Intangibles —
Goodwill and Other. The Group expenses all costs that are incurred in connection with the planning and implementation phases of
the development of software. Costs incurred in the development phase are capitalized and amortized over the estimated product
life. No costs were capitalized for any of the periods presented.
F - 13
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ii)
Software developed for sale
In accordance with FASB ASC Subtopic 985-705, Software-Cost of Sales and Service, costs incurred internally in researching
and developing a computer software product are charged to expense as research and development costs prior to technological
feasibility being established for the product. Once technological feasibility is established, all computer software costs are
capitalized until the product is available for general release to customers. Technological feasibility is established upon completion
of all the activities that are necessary to substantiate that the computer software product can be produced in accordance with its
design specifications, including functions, features, and technical performance requirements. No costs were capitalized for any of
periods presented.
(j)
Income taxes
Income taxes are accounted for under the asset and liability method. Under this method, deferred income tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and tax loss carryforwards. Deferred income tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax status is recognized in income
in the period that includes the enactment date or the date of change in tax status. A valuation allowance is provided to reduce the amount
of deferred income tax assets if it is considered more likely than not that some portion or all of the deferred income tax assets will not be
realized.
On April 1, 2007, the Group adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of
Statement of Financial Accounting Standards No.109” (“FIN 48”), included in FASB ASC Subtopic 740-10 - Income Taxes —
Overall. FIN 48 clarifies the accounting for uncertain tax positions. This interpretation requires that an entity recognizes in the
consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon
examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is
greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in
judgment occurs. Prior to the adoption of FIN 48, the Group recognized the effect of income tax positions only if such positions were
probable of being sustained. The adoption of FIN 48 on April 1, 2007 did not have any effect on the Company’s consolidated financial
statements.
The Group’s accounting policy is to accrue interest and penalties related to unrecognized tax benefits, if and when required, as interest
expense and a component of general and administrative expenses, respectively in the consolidated statements of operations.
(k) Share-based payments
The Company accounts for share-based payments in accordance with FASB ASC Topic 718, Compensation — Stock Compensation.
Under FASB ASC Topic 718, the Company measures the cost of employee share option or a similar equity instrument based on the
grant date fair value of the award and recognizes that cost over the period during which an employee is required to provide service in
exchange for the award, which generally is the vesting period. When no future services are required to be performed by the employee in
exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the
award is expensed on the grant date. When there is a modification of the terms and conditions of an award of equity instruments, the
Company measures the pre-modification and post-modification fair value of the equity instruments as of the modification date and
recognizes the incremental value as compensation cost over the remaining service period.
F - 14
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(l)
Cash
Cash consists of cash on hand and cash in bank. None of the Group’s cash is restricted from withdrawal.
(m) Accounts receivable
Accounts receivable include amounts billed at the invoiced amount and unbilled amounts. Unbilled receivables relate to revenues earned
and recognized but have not yet been billed in accordance with the terms of the contract.
The allowance for doubtful accounts is the management’s best estimate of the amount of probable credit losses resulting from the
inability of the Group’s customers to make required payments. The allowance for doubtful accounts is based on a review of specifically
identified accounts, aging data and historical collection pattern. Account balances are charged off against the allowance after all means
of collection have been exhausted and the potential for recovery is considered remote. The Group does not have any off-balance-sheet
credit exposure related to its customers.
(n) Inventories
Inventories include textbooks, exam papers and low value consumables. Inventories are stated at the lower of cost or market value. Cost
is determined using the first-in, first-out method.
(o) Property and equipment, net
Property and equipment is stated at historical cost.
Depreciation and amortization is recognized over the following useful lives on the straight-line method, taking into consideration the
assets’ estimated salvage value:
Building
Computer equipment
Furniture, fixtures and office equipment
Software
Motor vehicles
Leasehold improvements
F - 15
30 years
5 years
5 years
3 to 5 years
5 years
the shorter of the lease terms or 5 years
Table of Contents
(p) Intangible assets
Intangible assets acquired are initially recognized and measured at fair value and are amortized on a straight-line basis over their
respective estimated useful lives, which range from 3 to 12 years. The Company has no intangible assets with indefinite useful lives.
(q) Impairment of long-lived assets, excluding goodwill
Long-lived assets, which include property, equipment and intangible assets other than goodwill, are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Group recognizes
impairment of long-lived assets in the event that the carrying value of such assets exceeds the future undiscounted cash flows
attributable to such assets. An impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the
fair value of the asset. No impairment of long-lived assets was recognized for any of the periods presented.
(r) Goodwill
Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business combination.
Goodwill is not amortized, but instead tested for impairment at least annually or more frequently if certain circumstances indicate a
possible impairment may exist. Management performs its annual impairment review of goodwill on March 31 of each year.
Management evaluates the recoverability of goodwill using a two-step impairment test approach at the reporting unit level, which is
determined to be the enterprise level. In the first step, the fair value of the Company is compared to its carrying value including
goodwill. The fair value of the Company is currently determined based upon the quoted market price of the Company’s common shares
adjusted for control premium. Second, if the carrying amount of the Company exceeds its fair value, an impairment loss is recognized
for any excess of the carrying amount of the goodwill over the implied fair value of the goodwill. The implied fair value of goodwill is
determined by allocating the fair value of the Company in a manner similar to a business combination. No impairment loss on goodwill
was recognized for any of the periods presented.
(s) Employee benefit plans
As stipulated by the regulations of the PRC, the Company’s PRC subsidiaries are required to contribute to various defined contribution
plans, organized by municipal and provincial governments on behalf of their employees. The contributions to these plans are based on
certain percentages of the employee’s standard salary base as determined by the local Social Security Bureau. The Group has no other
obligation for the payment of employee benefits associated with these plans beyond the annual contributions described above. During
the years ended March 31, 2008, 2009 and 2010, the Group contributed RMB5,619,135, RMB6,934,683 and RMB11,268,891,
respectively, to these plans.
(t)
Earnings (loss) per share
In accordance with FASB ASC Topic 260, Earnings Per Share, basic earnings (loss) per share is computed by dividing net earnings
(loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated
by dividing net earnings (loss) adjusted for the effect of dilutive common equivalent shares, if any, by the weighted average number of
common and dilutive common equivalent shares outstanding during the period. Common equivalent shares consist of the common
shares issuable upon the conversion of the convertible preferred shares (using the as-converted method) and common shares issuable
upon the exercise of outstanding share options, warrants and restricted shares (using the treasury stock method). Common equivalent
shares in the diluted earnings (loss) per share computation are excluded to the effect that they would be anti-dilutive.
F - 16
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(u) Segment reporting
The Group has one operating segment, testing and training services, as that term is defined by FASB ASC Topic 280, Segment
Reporting. Substantially all of the Group’s operations and customers are located in the PRC. Consequently, no geographic information
is presented.
(v) Variable Interest Entity
PRC regulations prohibit direct foreign ownership of business entities that engage in internet content provision (“ICP’’) services in the
PRC. The Company and its subsidiaries are foreign owned business entities under the PRC law and accordingly are prohibited from
providing ICP services in the PRC, including having direct foreign ownership of entities engaged in providing such services. ATA
Online provides ICP online test preparation services in the PRC. Although the Company has no legal ownership interest in ATA
Online, the Company has economic controlling interest over ATA Online through a series of contractual agreements, including loan
agreements, a call option and cooperation agreement, an equity pledge agreement, a strategic consulting service agreement and a
technical support agreement among the Company, ATA Online and ATA Online’s equity owners. Through these agreements, the
Company absorbs all of ATA Online’s expected losses and receives all of ATA Online’s expected residual returns and therefore the
Company has determined that it is the primary beneficiary of ATA Online.
The Company has consolidated ATA online in accordance with FASB ASC Subtopic 810-10 Consolidation — Overall, which requires
a variable interest entity to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties.
The Company’s consolidated assets do not include any collateral for the obligations of ATA Online. The carrying amount of the total
assets of ATA Online as of March 31, 2010 was RMB14,651,531 (USD2,146,493), none of which has been pledged or collateralized.
The amount of the net assets of ATA Online as of March 31, 2010 was RMB2,028,738 (USD297,216). Creditors of ATA Online
have no recourse of the general credit of the Company.
(w) Recently issued accounting standards
In October 2009, the FASB issued ASU 2009-13, Revenue Recognition: Multiple-Deliverable Revenue Arrangements—a consensus of
the FASB Emerging Issues Task Force, that requires companies to allocate revenue in multiple-element arrangements based on an
element’s estimated selling price if vendor-specific or other third-party evidence of value is not available. This ASU is effective
beginning January 1, 2011 with earlier application permitted. The Company is in the process of evaluating the impact on its
consolidated financial statements.
F - 17
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(3) ACQUISITION
On October 15, 2007, the Company entered into acquisition agreements to purchase the entire equity interests of Beijing JDX and JDX
Holdings Limited (the “acquiree”) for RMB10 million. Beijing JDX is a PRC incorporated entity primarily engaged in the development
and marketing of software for computer-based tests. JDX Holdings Limited is a British Virgin Islands incorporated entity established
by the equity holders of Beijing JDX (“selling shareholders”) to hold exclusive licensing rights for the use of technology owned by
Beijing JDX (JDX Holdings Limited was dissolved in October 2009). This acquisition was made to expand the Company’s customer
base and allow the Company to provide test delivery services to the test sponsors that are using the products developed by Beijing
JDX.
During the year ended March 31, 2008, cash payments of RMB2.0 million was paid to Beijing JDX and RMB2.3 million was paid to
the selling shareholders as a deposit for the acquisition. According to the supplementary agreement signed in August 2008, Beijing
JDX is to refund RMB2 million of the deposit with the remaining consideration of RMB7.7 million payable by the waiver of a
receivable due from the selling shareholders of RMB4.7 million related to the exercise of the warrant described below and cash of
RMB3 million. As of March 31, 2009, the unpaid cash consideration was RMB2,305,553, of which RMB2,000,000 was paid in
April 2009 and RMB305,553 was paid in July 2009.
In conjunction with the acquisition agreements, the Company also issued warrants to purchase 126,803 of the Company’s common
shares to certain selling shareholders. The exercise price of the warrants was USD5.25 per share or USD665,716 (RMB4.7 million) in
aggregate. The warrants were exercisable upon the closing of the transaction and expired on January 13, 2008. The fair value of the
warrants was RMB838,707 (USD111,600), based on an independent valuation by Jones Lang LaSalle Sallmanns Limited using the
Binomial option pricing model. The fair value of the warrants was recorded as a deposit for the acquisition with a corresponding credit
to additional paid-in capital in the consolidated balance sheets. On January 5, 2008, the expiration date of the warrants was extended to
April 30 and on April 24, 2008, the expiration date was further extended to June 30, 2008. On May 10, 2008, the warrants were
exercised prior to the consummation of the acquisition that resulted in a further modification to the original term of the warrants. The
common shares were delivered in February 2009 when the acquisition was consummated as described below. As a result of these
changes to the original terms of the warrants, the fair value of the warrants was re-measured to RMB632,145 based on an independent
valuation by Jones Lang LaSalle Sallmanns Limited.
F - 18
Table of Contents
On February 28, 2009, the Company obtained approval from the State Administration of Foreign Exchange (“SAFE”) to wire the
foreign-currency-denominated purchase price to the selling shareholders in the PRC. On this date, the Company signed an agreement,
and obtained controlling financial interest in the acquiree. Therefore, the results of Beijing JDX and JDX Holdings Limited have been
included in the consolidated results of the Company since February 28, 2009.
The aggregate purchase price was RMB10,726,227, including the above-mentioned fair value of the warrants of 632,145 and legal fees
of RMB94,082.
The following table summarizes the fair value of the assets acquired and liabilities assumed at the date of acquisition.
Current assets
Property and equipment
Intangible assets
Goodwill
Total assets acquired
Current liabilities assumed
Net assets acquired
RMB
1,750,372
677,552
2,100,000
16,542,727
21,070,651
(10,344,424)
10,726,227
The acquired intangible assets consisted of RMB800,000 assigned to testing service technology with three-year useful life and
RMB1,300,000 assigned to customer relationships with twelve-year useful life. The excess of the purchase price over the net tangible
assets and identifiable intangible assets acquired was recorded as goodwill. Goodwill represents the benefits that the acquired business
are expected to bring to the Company in the future by securing technology in computer-based testing and expanding the Company’s
customer base. Goodwill is allocated to the enterprise level. Goodwill is not tax deductible under the local tax law.
No pro forma results of operations information has been provided because the total consideration paid for the acquisition of the acquiree
and the total assets of the acquiree are immaterial to the total assets of the Company.
(4) ACCOUNTS RECEIVABLE, NET
Accounts receivable, net is summarized as follows:
Accounts receivable
Less: Allowance for doubtful accounts
Accounts receivable, net
F - 19
March 31,
2009
RMB
74,275,754
(3,198,960)
71,076,794
2010
RMB
112,834,572
(29,934,512)
82,900,060
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Management performs ongoing credit evaluations of its customers’ financial condition and generally does not require collateral on
accounts receivable.
The Group’s accounts receivable also comprise amounts earned and recognized under contractual terms but not yet billed (unbilled
receivables). Management expects that substantially all unbilled receivables will be billed and collected within twelve months at each
balance sheet date. Historically, the Group has been able to collect substantially all unbilled accounts receivable due under the contract
terms without making material concessions on payments.
As of March 31, 2009 and 2010, accounts receivable included amounts of RMB1,769,168 and RMB 1,473,402, respectively that the
Group had the right to bill according to the contract terms but related revenue was not recognized.
The activity in the allowance for doubtful accounts for accounts receivable for the years ended March 31, 2008, 2009 and 2010 is as
follows:
Beginning allowance for doubtful accounts
Additions charged to bad debt expense
Write-off of accounts receivable
Ending allowance for doubtful accounts
F - 20
Year Ended March 31,
2008
RMB
2,440,151
1,655,412
(3,471,570)
623,993
2009
RMB
623,993
6,531,940
(3,956,973)
3,198,960
2010
RMB
3,198,960
27,052,862
(317,310)
29,934,512
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(5) PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consist of the following:
Prepaid royalty
Prepaid business tax
Income tax receivable
Deferred income tax assets
Advances to employees
Advances to third parties
Other current assets
Total prepaid expenses and other current assets
March 31,
2009
RMB
7,464,373
698,831
—
2,763,798
1,502,748
550,000
2,155,054
15,134,804
2010
RMB
—
721,188
2,205,855
2,286,438
992,387
—
3,978,297
10,184,165
Prepaid royalty mainly included prepaid royalty fees to Microsoft and SHL Group Limited (“SHL”), which were charged to cost of
revenues based on actual usage or over the contract period, respectively.
(6) DISPOSITION OF INVESTMENTS IN AFFILIATES
The Group’s investment in Jiangsu ATA Software Co., Ltd. (“ATA Jiangsu”) was written down to zero in 2003 and the application of
the equity method was suspended since that time. As a result of the completion of ATA Jiangsu’s liquidation on May 10, 2006, the
Group recognized a gain of RMB1,509,228, representing RMB29,141 cash proceeds and RMB1,480,087 forgiveness of a liability. In
April 2007, the Group received liquidation proceeds of RMB988,133 in cash from ATA Jiangsu’s major shareholder, which was
recorded in income upon receipt.
During the year ended March 31, 2008, ATA Learning recognized a gain of RMB2,837,451 on the sale of Xiamen Wendu Software
Education Invesment (“Wendu Educatiion”), which was consummated on August 26, 2007, the date of approval by the shareholders of
Wendu Education.
(7) PROPERTY AND EQUIPMENT, NET
Property and equipment, net consist of the following:
Building
Computer equipment
Furniture, fixtures and office equipment
Software
Motor vehicles
Leasehold improvements
Less: accumulated depreciation and amortization
Property and equipment, net
March 31,
2009
RMB
2010
RMB
—
15,254,381
479,553
11,158,701
1,189,894
5,284,964
33,367,493
(12,380,021)
20,987,472
53,049,213
18,625,039
493,142
11,235,019
1,926,368
7,342,114
92,670,895
(22,342,831)
70,328,064
Total depreciation expense for the year ended March 31, 2008, 2009 and 2010 was, RMB2,699,449, RMB4,973,967 and
RMB9,962,811, respectively.
F - 21
Table of Contents
(8) INTANGIBLE ASSETS, NET
The following table summarizes the Company’s intangible assets, all of which were acquired in fiscal 2009, as of March 31, 2009 and
2010.
ETS TOEIC license
Testing service technology
Customer relationships
Total intangible assets
ETS TOEIC license
Testing service technology
Customer relationships
Total intangible assets
March 31, 2010
Gross
carrying
amount
RMB
24,126,706
800,000
1,300,000
Accumulated
amortization
RMB
(2,613,726)
(288,890)
(117,499)
Net
carrying
amount
RMB
21,512,980
511,110
1,182,501
26,226,706
(3,020,115)
23,206,591
March 31, 2009
Gross
carrying
amount
RMB
24,126,706
800,000
1,300,000
Accumulated
amortization
RMB
(201,056)
(22,222)
(9,167)
Net
carrying
amount
RMB
23,925,650
777,778
1,290,833
26,226,706
(232,445)
25,994,261
Weighted
Average
Amortization
Period
Years
10
3
12
Weighted
Average
Amortization
Period
Years
10
3
12
ETS TOEIC license represents the amounts paid to Educational Testing Service (“ETS”) under the master distributor agreement for the
exclusive right to market, distribute administer and sell the Test of English for International Communication (“TOEIC”) in mainland
PRC for ten years commencing from March 2009.
Amortization expense for intangible assets was RMB nil, RMB232,445 and RMB2,787,670 for the year ended March 31, 2008, 2009
and 2010, respectively. Estimated amortization expense for the next five years is: RMB 2,787,670 in year ended March 31, 2011,
RMB2,765,449 in year ended March 31, 2012, RMB2,521,004 in year ended March 31, 2013, RMB2,521,004 in year ended
March 31, 2014 and RMB2,521,004 in year ended March 31, 2015.
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(9) ACCRUED EXPENSES AND OTHER PAYABLES
Accrued expenses and other payables consist of the following:
Business and other taxes payable
Accrued payroll and welfare
Accrued test monitoring fees
Accrued discounts to customers
Purchase price payable to JDX shareholders
Accrued certificates costs
Payable for test station development fee
Royalty fees payable
Income taxes payable
Accrued professional services expenses
Accrued marketing fees
Payable for purchase of property and equipment
Other current liabilities
Total accrued expenses and other payables
March 31,
2009
RMB
8,276,822
5,653,587
4,591,020
3,509,550
2,305,553
1,940,000
1,917,400
1,837,651
1,583,948
1,446,687
1,168,442
1,028,600
9,691,020
44,950,280
2010
RMB
9,202,613
8,930,120
7,582,243
3,376,050
—
1,385,000
1,955,400
7,237,781
—
993,536
976,853
574,892
10,171,186
52,385,674
Other current liabilities as of March 31, 2009 and 2010 mainly include accrued traveling expenses, rental expenses and other operating
expenses.
(10) DEFERRED REVENUES
Deferred revenues consist of the following:
Testing services
Test-based education services
Test preparation and training solutions
Other revenue – licensing fees from authorized test centers centers
Other revenue - others
Total deferred revenues
Representing:
Current deferred revenues
Non-current deferred revenues
Total deferred revenues
F - 23
March 31,
2009
RMB
18,114,317
17,361,927
74,142
7,798,023
2,516,000
45,864,409
40,238,256
5,626,153
45,864,409
2010
RMB
4,001,763
18,487,739
1,016,990
6,664,178
340,364
30,511,034
25,837,229
4,673,805
30,511,034
Table of Contents
(11) NET REVENUES
The components of net revenues for the years ended March 31, 2008, 2009 and 2010 are as follows:
Testing services
Test-based educational services
Test preparation and training solutions
Other revenue
Total revenues, net
Year Ended March 31,
2008
RMB
78,197,704
48,594,550
36,908,179
8,387,794
172,088,227
2009
RMB
137,046,628
42,545,536
25,071,400
12,881,739
217,545,303
2010
RMB
187,158,128
31,786,398
11,149,124
14,937,893
245,031,543
Product sales are included in test preparation and training solutions revenue and other revenue. Other revenue primarily includes
licensing fees from authorized test centers, test development services, test certificate services, and test administration software product
sales.
(12) INCOME TAXES
Cayman Islands and British Virgin Islands
Under the current laws of the Cayman Islands and the British Virgin Islands, the Company and ATA BVI are not subject to income
tax. In addition, upon any payments of dividends by the Company, or ATA BVI, no withholding tax is imposed.
People’s Republic of China
The Company’s consolidated PRC entities file separate income tax returns.
Prior to January 1, 2008, the general PRC’s statutory income tax rate was 33%. ATA Testing, ATA Learning and ATA Online were
recognized as “High New Technology Enterprises” registered in the Beijing New Hi-tech Industry Development and Experimental
Zone, and therefore were entitled to both a preferential income tax rate of 15% and a tax holiday of 3-year full exemption followed by a
3-year 50% exemption (“3+3 tax holiday”). ATA Testing, ATA Learning and ATA Online commenced 3+3 tax holidays in 1999, 2003
and 2007, respectively.
On March 16, 2007, the National People’s Congress passed the new Enterprise Income Tax Law (“new EIT Law”) which imposes a
single income tax rate of 25% for most domestic enterprises and foreign invested enterprises. The new EIT Law was effective as of
January 1, 2008. The new EIT Law and its relevant regulations provide a 5-year transitional period from January 1, 2008 for entities
which were established before March 16, 2007 and which were entitled to the preferential income tax rate of 15% under the then
effective tax laws and regulations, as well as grandfathering the 3+3 tax holidays until their expiry. The transitional rates under the 5-
year transitional period are 18%, 20%, 22%, 24% and 25% for calendar years 2008, 2009, 2010, 2011 and 2012 onwards, respectively.
Further, according to the new EIT Law, entities that qualify as “High and New Technology Enterprise” (“HNTE”) are entitled to a
preferential income tax rate of 15%.
F - 24
Table of Contents
In December 2008, ATA Testing successfully obtained its HNTE certificate under the New EIT Law and new high-tech regime and is
therefore recognized as an HNTE. Accordingly, ATA Testing is entitled to the preferential income tax rate of 15% for calendar years
2008 to 2010, and 25% from calendar years 2011 onwards unless it can requalify as an HNTE. As of March 31, 2009, ATA Learning
and ATA Online did not receive approval as an HNTE since neither company applied with the tax authorities and based on further
communication with the local tax authorities, ATA Learning and ATA Online were subject to income tax at 25% for the calendar year
2008.
Beijing JDX was subject to income tax at the applicable statutory rate of 25% for the calendar year 2008.
In December 2009, ATA Learning, ATA Online and Beijing JDX received approval from the tax authority that they qualified as
HNTE. The certificates are valid for a period of 3 years, effective from January 1, 2009 until December 31, 2011. Accordingly, ATA
Learning, ATA Online and Beijing JDX are entitled to the preferential income tax rate of 15% for calendar year 2009 to 2011. ATA
Learning, ATA Online and Beijing JDX are subject to income tax at 25% from calendar year 2012 onwards unless they can requalify
as HNTE.
The new EIT Law and its relevant regulations impose a withholding tax at 10%, unless reduced by a tax treaty or agreement, for
dividends distributed by a PRC-resident enterprise to its immediate holding company outside the PRC for earnings generated beginning
on January 1, 2008. Undistributed earnings generated prior to January 1, 2008 are exempt from withholding tax. As of March 31,
2010, the Company has not provided for income taxes on earnings of RMB20,349,537 generated by its PRC consolidated entities since
January 1, 2008 as the Company has plans to reinvest these earnings indefinitely in the PRC. As of March 31, 2010, the unrecognized
deferred income tax liability related to these earnings was RMB2,034,954.
The earnings (loss) before income taxes were generated in the following jurisdictions:
Cayman Islands and British Virgin Islands
PRC
Earnings (loss) before income taxes
Year Ended March 31,
2008
RMB
(24,703,655)
52,194,788
27,491,133
2009
RMB
(16,104,769)
45,552,957
29,448,188
2010
RMB
(20,124,920)
(9,482,925)
(29,607,845)
Income tax expense (benefit) recognized in the consolidated statements of operations consists of the following:
PRC
Current
Deferred
Total income tax expense
Year Ended March 31,
2008
RMB
2009
RMB
2010
RMB
5,798,007
1,523,347
7,321,354
8,886,688
(2,248,715)
6,637,973
6,030,052
(287,906)
5,742,146
The actual income tax expense reported in the consolidated statements of operations differs from the respective amount computed by
applying the PRC statutory income tax rate of 25% for the year ended March 31, 2008, 2009 and 2010 to earnings (loss) before income
taxes due to the following:
F - 25
Table of Contents
Computed “expected” income tax expense (benefit)
Increase (decrease) in valuation allowance
Tax holiday
Preferential income tax rate
Entities not subject to income tax
Deductible software amortization
Non-deductible expenses
Entertainment
Advertising
Bad debt loss
Taxable inter-company licensing fees
Tax exempt income
Changes in tax rates
Research and development super deduction
Other
Actual income tax expense
2008
RMB
6,872,783
(57,309)
(823,254)
(5,507,070)
6,175,914
(250,000)
725,147
—
—
684,518
(586,695)
(44,821)
—
132,141
7,321,354
Year Ended March 31,
2009
RMB
7,362,047
66,008
—
(4,610,609)
3,644,542
(250,000)
350,774
—
1,754,545
—
(538,466)
457,095
(1,519,273)
(78,690)
6,637,973
2010
RMB
(7,401,961)
3,717,333
—
(4,171,783)
5,031,230
(250,000)
675,360
397,341
6,478,275
—
(1,790)
1,227,604
—
40,537
5,742,146
The applicable PRC statutory tax rate is used since the Group’s taxable income is generated in the PRC.
Basic and diluted net earnings per common share effect of the tax holiday for the year ended March 31, 2008 was RMB0.03 and
RMB0.02 respectively. There was no tax holiday in the years ended March 31, 2009 and 2010.
The tax effects of the Group’s temporary differences that give rise to significant portions of the deferred income tax assets and liabilities
are as follows.
Deferred income tax assets:
Tax loss carryforwards
Property and equipment, net
Allowance for doubtful accounts
Accrued expenses and other payables
Total gross deferred income tax assets
Less: valuation allowance
Net deferred income tax assets
Deferred income tax liabilities:
Intangible assets acquired in JDX acquisition:
Testing service technology
Customer relationships
Total gross deferred income tax liabilities
Net deferred income tax assets
F - 26
March 31,
2009
RMB
1,755,480
349,224
629,252
2,069,870
4,803,826
(1,355,387)
3,448,439
2010
RMB
4,315,688
1,067,456
603,212
2,652,397
8,638,753
(5,072,720)
3,566,033
200,000
325,000
525,000
78,889
275,799
354,688
2,923,439
3,211,345
Table of Contents
Current deferred income tax assets, included in prepaid expenses and other current assets
Non-current deferred income tax assets, included in other assets
Non-current deferred income tax liabilities
Net deferred income tax assets
March 31,
2009
RMB
2,763,798
349,224
(189,583)
2,923,439
2010
RMB
2,286,438
1,056,431
(131,524)
3,211,345
In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion
or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary differences become deductible or tax loss
carryforwards are utilized. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable
income and tax planning strategies in making this assessment.
As of March 31, 2009, Beijing JDX was in cumulative losses and after consideration of the scheduled reversal of existing deferred
income tax liabilities of RMB335,417, a valuation allowance of RMB1,355,387 was provided for its deferred income tax assets. As of
March 31, 2010, Beijing JDX, ATA Learning and ATA Online were in cumulative losses and, valuation allowances of RMB1,813,316
(after consideration of the scheduled reversal of existing deferred income tax liabilities of RMB223,164), RMB1,736,784 and
RMB1,522,620 were provided against their deferred income tax assets.
As of March 31, 2010, management believes it is more likely than not that the Group will realize the deferred income tax assets, net of
the valuation allowance of RMB5,072,720. The amount of the deferred income tax assets, however, considered realizable as of
March 31, 2010 could be reduced in the near term if estimates of future taxable income are reduced.
As of March 31, 2010, the Group has net tax loss carryforwards for PRC income tax purpose of RMB17,141,903, which are available
to offset future taxable income, if any, as follows: RMB1,568,008 through December 31, 2012, RMB2,333,475 through December 31,
2013, RMB5,333,436 through December 31, 2014, and RMB8,208,927 through December 31, 2015.
As of April 1, 2007 and for the years ended March 31, 2008, 2009 and 2010, the Group had no unrecognized tax benefits, and thus no
related interest and penalties were recorded. Also, the Group does not expect that the amount of unrecognized tax benefits will
significantly increase within the next twelve months.
According to the PRC Tax Administration and Collection Law, the statute of limitation is three years if the underpayment of taxes is
due to computational errors made by the taxpayer or the withholding agent. The statute of limitation is extended to five years under
special circumstances where the underpayment of taxes is more than RMB100,000. In the case of transfer pricing issues, the statute of
limitation is ten years. There is no statute of limitation in the case of tax evasion. The income tax return of each of the Company’s PRC
consolidated entities is subject to examination by the relevant tax authorities for the calendar tax years beginning in 2005.
F - 27
Table of Contents
(13) SHARE BASED COMPENSATION
Options granted to employees
In May 2003, the Company granted share options to two employees as a reward for their services. The options provided the employees
to purchase 1,369,863 common shares of the Company at an exercise price of USD0.545 (RMB3.72) per share.
In April 2008, the employees exercised the options at a price of RMB5,226,173, which was paid by a one-year non-interest bearing
notes payable of RMB5,226,173 to the Company, The payment of the exercise price through a loan resulted in a modification to the
original terms of the options. Additional compensation expense of RMB354,980 was recognized in the consolidated statement of
operations for the year ended March 31, 2009. The notes payable were paid in April 2009.
Shares transferred from a principal shareholder to an officer
In March 2010, the Company’s CEO, who is also a principal shareholder, agreed to transfer 150,000 common shares of the Company
to the newly appointed CFO. The shares were fully vested on the CFO’s employment date. Compensation expense of USD322,500
(RMB2,201,321), which was measured based on the fair value of the shares at the CFO’s employment date, was recognized in the
consolidated statement of operations for the year ended March 31, 2010.
2005 Share incentive plan
In April 2005, the Company adopted a share incentive plan (the “2005 Plan”), pursuant to which the Company is authorized to issue
options to officers, employees, directors and consultants of the Group to purchase up to 2,894,000 of its common shares. In
October 2007, the Company’s board of directors approved an increase in the number of shares reserved for issuance under the 2005
Plan to 3,310,300 shares. The 2005 Plan expires in ten years. Options awards provide for accelerated vesting if there is a change in
control (as defined in the 2005 Plan). As of March 31, 2010, 3,310,300 share options have been granted under the 2005 Plan.
2008 Share incentive plan
On January 7, 2008, the Company adopted a share incentive plan (the “2008 Plan”), pursuant to which the Company is authorized to
issue options and other share-based awards to officers, employees, directors and consultants of the Group to purchase up to 336,307 of
its common shares, plus, unless the board of directors determines a lesser amount, an annual increase on January 1 of each calendar
year beginning in 2009 equal to the lesser of 1) one percent of the number of shares issued and outstanding on December 31 of the
immediately preceding calendar year, and 2) 336,307 shares. The 2008 Plan expires in ten years. Options awards provide for
accelerated vesting if there is a change in control (as defined in the 2008 Plan). As of March 31, 2010, 412,168 share options and
511,549 non-vested shares have been granted under the 2008 Plan.
Under both the 2005 Plan and 2008 Plan, share options are generally granted with 25% vesting on the first anniversary of the grant date
and the remaining 75% vesting ratably over the following 36 months, unless a shorter or longer duration is established at the time of the
option grant. Share options are granted at an exercise price equal to the fair market value of the Company’s share at the date of grant and
expire 10 years from the grant date.
Under the 2008 Plan, nonvested shares are granted with a graded vesting as to 25% at the end of each year from the grant date over
4 years.
In February 2010, the Company extended the exercise period of one employee’s vested share options. The modification resulted in
additional compensation expense of RMB869,859 being recognized in the consolidated statement of operations for the year ended
March 31, 2010.
F - 28
Table of Contents
Outstanding at March 31, 2007
Granted
Exercised
Forfeited
Expired
Outstanding at March 31, 2008
Granted
Exercised
Forfeited
Expired
Outstanding at March 31, 2009
Granted
Exercised
Forfeited
Expired
Outstanding at March 31, 2010
Exercisable as of March 31, 2010
Number
of shares
4,052,863
491,800
—
(5,000)
—
4,539,663
86,668
(1,369,863)
(21,000)
—
3,235,468
300,000
—
(90,742)
(31,475)
3,413,251
3,001,575
Weighted
average
exercise price
Weighted average
remaining
contractual term
Aggregate
intrinsic
value (note)
2.134
3.834
—
3.600
—
2.317
4.779
0.545
3.600
—
3.125
2.115
—
3.517
3.600
2.978
3.023
5.5 years
USD nil
5.0 years
USD nil
The aggregate intrinsic value of options outstanding and exercisable at March 31, 2010, was calculated based on the closing price of the
Company’s common shares on March 31, 2010.
The total intrinsic value of options exercised in the years ended March 31, 2008, 2009 and 2010 are USD nil, USD6,550,680 and USD
nil, respectively.
Information relating to options outstanding and exercisable as of March 31, 2010 is as follows:
Remaining
Contractual Life
Number
of Shares
Options outstanding as of March 31, 2010
Exercise Price
per Share
USD
2.263
3.6
3.6
3.6
3.6
4.75
3.35
2.685
2.115
2.978
1,312,600
773,000
467,192
250,000
154,000
100,000
19,791
36,668
300,000
3,413,251
5.1 years
5.7 years
1.9 years
6.6 years
7.7 years
7.5 years
0.2 years
8.9 years
10.0 years
5.5 years
Number
of Shares
1,312,600
773,000
467,192
213,542
124,615
54,167
19,791
36,668
—
3,001,575
Options exercisable as of March 31, 2010
Exercise Price
per Share
USD
2.263
3.6
3.6
3.6
3.6
4.75
3.35
2.685
—
3.023
Remaining
Contractual Life
5.1 years
5.7 years
1.9 years
6.6 years
7.7 years
7.5 years
0.2 years
8.9 years
—
5.0 years
The weighted-average grant-date fair value of options granted during the years ended March 31, 2008, 2009 and 2010 was USD3.165,
USD2.748 and USD1.240 per share, respectively. The Company calculated the fair value of the share options on the date of grant using
the Binomial option-pricing valuation model. The assumptions used in the valuation model are summarized as follows:
F - 29
Table of Contents
Year Ended March 31,
Expected weighted average volatility
Expected dividends
Suboptimal exercise factor
Risk-free interest rate (per annum)
Estimated weighted average fair value at grant date of underlying common shares (per share)
2008
52%
—
2.0x
3.80%
USD5.67
2009
73%
2010
67%
—
2.0x
—
2.0x
3.53% 3.89%
USD4.79 USD2.15
For options granted prior to January 28, 2008, the expected volatility was based on historical volatilities of comparable publicly traded
training and testing services companies operating in the United States because the Company did not have an internal market for its
shares prior to that date. For options granted after January 28, 2008, the expected volatility was based on implied volatilities from traded
options of comparable publicly traded training and testing services companies operating in the United States and historical volatility of
the Company’s stock. The suboptimal exercise factor is related to the period of time the options are expected to be outstanding. The
risk-free rate for periods within the contractual life of the option is based on the United States treasury yield curve in effect at the time of
grant.
The estimated fair value of the common shares of the Company for options granted in October 2007, was determined to be USD5.90
based on the mid-point of our estimated range of the initial public offering price and after applying a discount of 9.16% to account for
inherent business risk and lack of marketability. For options granted on January 28, 2008, the fair value of underlying common shares
was the Company’s IPO price of USD4.75 per share; for options granted after January 28, 2008, the fair value of underlying common
shares was one half of the closing price of the Company’s ADSs on grant date.
Compensation expense for share options is allocated to the following expense items:
Cost of revenues
Research and development
Sales and marketing
General and administrative
Total share based compensation expenses
Year Ended March 31,
2008
RMB
264,362
482,378
2,132,663
4,373,117
7,252,520
2009
RMB
125,494
271,753
1,054,751
3,785,636
5,237,634
2010
RMB
85,478
125,032
100,714
1,547,184
1,858,408
2010
USD
12,523
18,318
14,755
226,667
272,263
As of March 31, 2010, RMB2,816,796 of total unrecognized compensation expense related to non-vested share options is expected to be
recognized over a weighted average period of approximately 2.1 years.
Nonvested shares
A summary of the nonvested shares activities for the year ended March 31, 2009 and 2010 is presented below:
F - 30
Table of Contents
Outstanding at March 31, 2008
Granted
Vested
Forfeited
Outstanding at March 31, 2009
Granted
Vested
Forfeited
Outstanding at March 31, 2010
Number
of shares
—
274,000
—
(5,000)
269,000
237,549
(65,750)
(9,750)
431,049
Weighted average
grant date
fair value
—
1.995
—
1.995
1.995
3.714
1.995
1.995
2.943
The total fair value of shares vested during the years ended March 31, 2009 and 2010, was RMB nil and RMB778,660 (US$114,076)
respectively.
Compensation expense recognized for nonvested shares for the years ended March 31, 2008, 2009 and 2010 is allocated to the
following expense items:
Cost of revenues
Research and development
Sales and marketing
General and administrative
Total share based compensation expenses
Year Ended March 31,
2008
RMB
—
—
—
—
—
2009
RMB
49,912
91,944
128,722
89,317
359,895
2010
RMB
226,767
390,608
561,363
2,257,251
3,435,989
2010
USD
33,222
82,241
57,225
330,694
503,382
As of March 31, 2010, RMB5,415,581 of total unrecognized compensation expense related to nonvested shares is expected to be
recognized over a weighted average period of approximately 2.1 years.
(14) COMMON SHARES
On January 7, 2008, the board of directors of the Company approved to increase the authorized share capital of the Company to
USD5 million consisting of 500 million common shares, effective on February 1, 2008.
In February 2008, upon the completion of the Company’s IPO and exercise of the over-allotment options by the underwriters, the
Company issued 10,000,226 common shares, representing 5,000,113 ADS (See note 1).
On March 31, 2005, the Company issued 6,628,369 Series A convertible shares to two investors — SAIF and Winning King Ltd. In
conjunction with the issuance of Series A convertible shares, the Company also issued a warrant to purchase 883,783 Series A-1
convertible shares at an exercise price of USD3.3945 (RMB27.2119) per share. On May 1, 2006, SAIF exercised the warrant. The
exercise of the warrant resulted in the issuance of Series A-1 convertible shares at a price of RMB24,049,448 (USD3,000,000). Upon
the completion of the Company’s IPO on February 1, 2008, all issued and outstanding Series A and Series A-1 convertible preferred
shares were converted into 11,730,554 common shares.
F - 31
Table of Contents
In September 2008, the Company retired 3,579,320 treasury shares that was originally repurchased in 2005 for RMB16,106,940. The
excess of the repurchase price over the par value of the retired common shares (RMB295,799) of RMB15,811,141, was charged to
additional paid-in capital. In addition, the Company retired 7 common shares that were forfeited by shareholders when transferring their
common shares in exchange for ADSs.
In April 2008, as described in note 13, two employees exercised their options to purchase 1,369,862 common shares at a total price of
RMB5,226,173, which was paid by one-year non-interest bearing notes payable of the same amount to the Company. The excess of the
total exercise price over the par value of the common shares (RMB95,895) of RMB5,130,278, was recorded in additional paid-in
capital. The notes receivable from the two employees of RMB5,226,173 was recorded in shareholders’ equity as a contra-equity item
and was repaid in April 2009.
In April and May 2008, warrants to purchase 547,944 common shares at an exercise price of USD0.545 per share were exercised by
the warrant holder. The excess of the total exercise price over the par value of the common shares (RMB38,437) of RMB2,054,176,
was recorded in additional paid-in capital.
As described in note 3, the Company issued warrants to purchase 126,803 of its common shares to certain selling shareholders of the
acquiree. During the year ended March 31, 2009, the selling shareholders exercised the warrant and purchased 126,803 common shares
at a total exercise price of RMB4,660,677. The excess of the total exercise price over the par value of the common shares (RMB8,876)
of RMB4,651,801 was recorded in additional paid-in capital.
The Company’s board of directors approved a share repurchase program on November 13, 2008 to repurchase up to USD5 million
worth of its outstanding ADSs from time to time in open-market transactions. On February 12, 2010, the Company’s board of director
reviewed and approved to continue the share repurchase program through March 31, 2011. As of March 31, 2010, the Company
repurchased 616,876 ADSs, representing 1,233,752 common shares at a total repurchase price of RMB22,023,189 (USD3,226,463).
In March 2010, the Company retired 1,233,752 treasury shares that was repurchased in fiscal 2009 and 2010 for RMB22,023,189
(USD3,226,463). The excess of the repurchase price over the par value of the retired common shares (RMB84,910) of
RMB21,938,279, was charged to additional paid-in capital.
(15) STATUTORY RESERVES
In accordance with the relevant laws and regulations of the PRC, the Company’s PRC consolidated entities are required to transfer 10%
of their respective after tax profit, as determined in accordance with PRC accounting standards and regulations to a general reserve fund
until the balance of the fund reaches 50% of the registered capital of the respective entity. The transfer to this general reserve fund must
be made before distribution of dividends can be made. For the year ended March 31, 2008, 2009 and 2010, the PRC consolidated
entities appropriated RMB102,597, RMB3,334,751 and RMB2,746,864, respectively, to the general reserve fund, which is restricted
for distribution to the Company.
(16) COMMITMENTS AND CONTINGENCIES
Lease commitments
The Group entered into non-cancelable operating leases, primarily for office space, for initial terms of three to five years.
Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease, including any periods
of free rent.
Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as
of March 31, 2010 are:
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Table of Contents
Year ended:
March 31, 2011
March 31, 2012
March 31, 2013
March 31, 2014
March 31, 2015
Minimum
Lease Amount
RMB
5,342,596
5,083,750
4,934,420
2,743,158
—
18,103,924
Rental expense for operating leases (except leases with a term of one month or less that are not renewed) for the years ended March 31,
2008, 2009 and 2010 were RMB5,152,429, RMB5,067,740 and RMB5,485,788, respectively.
(17) EARNINGS (LOSS) PER SHARE
Basic and diluted earnings (loss) per common share are calculated as follows:
Net earnings (loss)
Denominator for basic earnings (loss) per share:
Weighted average common shares outstanding
Plus: Incremental shares issuable upon exercise of share options and
vesting of nonvested shares
Exercise of warrants
Conversion of convertible preferred shares
Denominator for diluted earnings (loss) per share
Basic earnings (loss) per common share
Diluted earnings (loss) per common share
2008
RMB
20,169,779
Year Ended March 31,
2009
RMB
22,810,215
2010
RMB
(35,349,991)
25,442,650
45,376,008
44,789,512
2,062,324
481,125
9,775,462
37,761,561
0.79
0.53
1,027,986
27,524
—
46,431,518
0.50
0.49
—
—
—
44,789,512
(0.79)
(0.79)
The following table summarizes potential common shares outstanding excluded from the calculation of diluted earnings (loss) per share
for the years ended March 31, 2008, 2009 and 2010, because their effect is anti-dilutive:
Year Ended March 31,
2008
2009
2010
Shares issuable under share options and nonvested shares
Shares issuable upon exercise common share warrants
491,800
126,803
186,668
—
3,844,300
—
F - 33
Exhibit 4.16
Testing Service Agreement
Part A: Securities Association of China (“Client”)
Address: 2nd Floor, B Tower, KaiFu plaza, 19 Jinrong Street, Xicheng District, Beijing
Part B: ATA Testing Authority (Beijing) Limited (“ATA”)
Address: 8th Floor, East Tower, 6 Gongyuan West Street, Jian Guo Men Nei, Beijing
Whereas:
Client is the holder of Securities Occupation Qualification Test, Securities grantee representative ability Test and related Test (hereunder
referred as “Test of Client” ).
ATA is special supplier of testing technical services, holding the world’s leading DST simulation technology, advanced e-testing
Examination system and perfect test resolving scheme.
ATA willing to provide construction services of testing platform and testing performance system of client and client willing to appoint
ATA to provide testing services based on the e-testing Examination system and the test resolving scheme of ATA.
Therefore, both parties agree with the terms listed below through friendly negotiation:
1. Rights and Obligations of client
1.1 In charge of the organization and harmonization work to proceed the cooperation
1.2 To propagate and extent the test
1.3 Supervise the test execution process
1.4 Making the standards and regulations of the test, and setting up Examination content
1.5 Put forward technology requirement on each link of the test
1.6 Supervise the progress of the project and quality of performance at any time
1.7 Post candidate result and related information
1.8 Promise to respect the property right of ATA
1.9 Pay the testing service fee to ATA
2. Rights and Obligations of ATA
2.1 Provide testing services based on the leading e-testing Examination system, which include but not limited to:
2.1.1 Communicate and coordinate the test center and test hall and performance the test process with thorough and security
2.1.2 Provide technical upkeep and support of each test link
2.1.3 Training the manager of the test centers
21.4 provide and feedback the information of the test of each district on time
2.1.5 Coordinate the proceeding providing and saving of the candidate result and related information
2.2. Promise the accurate and security of the test system to ensure the performance of the test
2.3. Ensure the secret of the test term, information of candidate and related information
2.4. Promise to respect the property right of client
2.5. Undertake the responsibility raised from third party infringement
2.6. Get testing service fee from client
3. Term and Termination
3.1 This agreement will come into force upon sign and seal of both parties, with the later signing date be the effective date.
3.2 This agreement will be valid for a period of 5 years commenced from the effective date. Unless terminated by either party by the
termination notice issued 3 month before the expiration date, this agreement will be renewed for the same additional period.
4. This agreement (shortly called “Master agreement”) stipulates the basic right and obligation of both parties, and the concrete terms related
to the test of client should be listed in the dependent agreement. In the case any conflict raised between the Master agreement and the
dependent agreement, as the case may be, the latter will survival.
5. This agreement should be signed and sealed by both parties with 2 original, respectively hold by each party.
Client: Securities Association of China
Authorized signature: Lixin Feng
Sign: /s/ Lixin Feng
Date: Sep 27, 2006
ATA: ATA Testing Authority (Beijing) Limited
Authorized signature: Kevin Xiaofeng Ma
Sign: /s/ Kevin Xiaofeng Ma
Date: Sep 27, 2006
‡ = Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions.
Exhibit 4.17
Service Agreement for 2010 Securities Practitioner Qualification Exams
Part A: Securities Association of China (“Client”)
Address: 2nd Floor, B Tower, KaiFu plaza, 19 Jinrong Street, Xicheng District, Beijing
Part B: ATA Testing Authority (Beijing) Limited (“ATA”)
Address: 16th Floor, East Tower, 6 Gongyuan West Street, Jian Guo Men Nei, Beijing
Client is the holder of Securities Practitioner Qualification Exams. ATA is a specialty supplier of technical testing services and test delivery
services. According to the relevant laws and regulations of the PRC and the overall arrangements for the exams, Client hereby appoints ATA
as supplier of testing services for the Securities Practitioner Qualification Exams proposed to be held in March, May, October and
December, 2010 (hereunder referred as “Exam” or “Qualification Exam”), which are to be performed on computers (hereunder referred as
“computer-based test”). So, based on the principles of rigorousness, scientific methodology and efficiency, and through friendly negotiation,
each party enters into this Agreement to be observed by both parties.
1. Client requires ATA to provide the technical services of item creation, verify candidates’ eligibility and fee collection, issue and post
receipts, arrange test centers and testing halls, produce admission cards, arrange test preparation, candidate result collection and treatment,
and other test related services arranged by Client.
2. Client will make and inform ATA of the standards and regulations of the Qualification Exam and the computer based test.
3. The services provided by ATA should be based on the terms listed upon and be consistent with the Announcement of each tests issued by
Client.
4. The services provided by ATA should be examined and supervised by Client. ATA should provide Client the relevant information
regarding the treatment of candidate result.
5. The working schedule of the services should be worked out under the principle of facilitating the candidate and ensuring the smooth
execution of the test and submitting a record to Client.
6. ATA should take effective measures to accomplish the candidate enlistment services required by Client. The enlistment should be executed
through Internet and the registration fee should be remitted through post office or E-bank.
7. The parties should take Tri-party cooperation with the account service provider. The account for the registration fee collection should be
named according to the Client’s test and Tri-managed for collection and accounts transfers. Registration fees may not be withdrawn without
Client’s approval.
8. ATA is required to open a dedicated enlistment website such that Client can discover the enlist condition at any time.
9. ATA promises to arrange sufficient manpower to assist client issuing and posting the receipts for registration fee to the candidates.
10. ‡
Bank Account Holder Name: ‡
Bank name: ‡
Account number: ‡
11. ATA is required to provide the information of the enlisted candidate within 1 month after the deadline of the candidate enlistment. A
information security officer of Client should go to ATA to examine the data, backup records together with the actual circumstance, supervise
the data administrator of ATA destroying the examination data throughout the entire proceeding and filling in “the blanket of eliminated enlist
data,” .
12. The test hall and the test centers set by ATA under the standards and requirements determined by Client and the principle of facilitating
the candidate, should be conveniently located, have a clean environment, and have sufficient hardware facilities.
13. The test hall and the test centers should be checked and accepted by Client. And those considered unqualified by Client should be
corrected or changed by ATA.
14. The agreement with the selected test center should be reached and promised to be well executed with proper measures by ATA.
15. ATA is required to give necessary training to the selected test center and testing service related participants.
16. ATA is required by Client to participate in the exam question creation of Client and to provide necessary computer testing-based technical
support services.
17. ATA should arrange the test preparation for candidates, and take the effective measures listed below to ensure the success of the test:
1)
Allocate staff as to monitor students during the exam to consciously maintain order in the test center.
2)
Standard cameras in each testing hall are required.
3)
Long-range supervisory equipments are required.
3)
Sufficient number of technicians in each test center are required.
4)
Sufficient number of computers for each test-taker and backups in each test hall are required. Steps should be taken to ensure normal
operation of the computers, a contingency plan set in place in case of any malfunctions, the proportion of the computers that hinder
the test should not exceed 0.1%.
5)
Other proper measures should be taken.
18. The test directions for candidates made by Client should be posted to the candidate by ATA through the test center managers.
19. ATA should finish the test paper review and send the candidate result to Client within 5 working days after the test. The information
security officer of Client should go to ATA to examine the data, backup record together with the actual circumstance, and supervise the data
administrator of ATA destroying the examination data through the entire proceeding and filling in “the blanket of eliminated candidate result
data”.
20. ATA is required by the option of Client to provide the test information to exam candidate. Without permission of Client, ATA is not
authorized to launch test-related advertisements and/or provide candidate exam result services.
21. ‡
Bank Account Holder Name: ‡
Bank name: ‡
Account number: ‡
22. Both parties promise to respect and to try their best to protect and not to use the other party’s intellectual property rights unless expressly
authorized or agreed by the other party.
23. Both parties promised their respective intellectual property rights will not infringe any third parties, and any and all loss, damage, liability
and expense arising out of any third party claim, action or proceeding upon the infringement should be borne by the fault party.
24. The intellectual property rights of the exam question pool and the test paper is owned by Client absolutely, which ATA have no right to
use, regardless of the validity of this agreement, unless authorized by Client. And ATA may not disclose any information of the exam
question pool and the test paper gained upon the execution of this agreement.
25. Regardless of whether or not this agreement is terminated, each party should refrain from disclosing any Confidential Information gained
upon the execution of this agreement. The Receiving Party may disclose Confidential Information only to the Receiving Party’s employees
and consultants on a need-to-know basis and will restrain them by this Agreement to keep confidential.
26. “Confidential Information” in this agreement means the Know-how, software, working schedule related to the products and services
provided by both parties upon the execution of the test, exam question pool, test paper, financial information of each party, candidate
information and candidate result.
27. The test technology and software owned by ATA to provide test related services should be kept under strict confidential arrangement and
reliable technical support should be provided to ensure the secrecy of intellectual property rights of Client and other confidential matters
under this agreement.
28. The slight violation of ATA on term 3 to term 20 should be amended in a timely fashion upon the command by Client and the material
breach, refusal to amend or inability to amend in a timely manner will result in the option of Client to terminate this agreement unilaterally.
29. The violation of ATA on term 23, 24, 25 and 28 that bring out serious consequence or cause the failure to execute the test will result in
the right of Client to terminate this agreement and to demand compensation for losses and fees that Client has paid to ATA.
30. Any and all loss of Client caused by any third party that was arranged by ATA to cooperate on any test service required by Client will be
borne by ATA.
31. Neither Party shall be liable for delay or failure in performance of any of its obligations under this Agreement when such delay or failure
arises from force majeure.
32. Any dispute arising from this agreement or the execution of this agreement should be actively discussed and both parties should strive to
resolve the dispute. Each party can initiate a legal proceeding if a resolution cannot be reached.
33. Client has the right to appoint any third party to provide services that are not list in this agreement during the performance of this
agreement.
34. This agreement will come into force upon signature and seal of both parties and will be valid for a period of 1 year. Either party has the
right to terminate this agreement if the other party goes bankrupt or stops doing business during the performance of this agreement.
35. In which case the terms of this agreement have conflict with an announcement regarding exam content issued by Client, as the case may
be, the announcement issued by Client shall take precedence.
36. This agreement should have 2 original copies, respectively held by each party.
37. Any amendment should be in writing and signed by both parties.
Client: Securities Association of China
Authorized signature: Weiping Zhou
Sign: /s/ Weiping Zhou
Date: July 7, 2010
ATA: ATA Testing Authority (Beijing) Limited
Authorized signature: Kevin Xiaofeng Ma
Sign: /s/ Kevin Xiaofeng Ma
Date: July 5, 2010
EXHIBIT 8.1
LIST OF SUBSIDIARIES
Wholly Owned Subsidiaries:
— ATA Testing Authority (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 in the People’s Republic of China
— ATA Learning (Wuxi) Inc., incorporated in the People’s Republic of China
Consolidated Affiliated Entity:
— ATA Online (Beijing) Education Technology Limited, incorporated in the People’s Republic of China
EXHIBIT 12.1
Certification by the Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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 the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control
over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s
internal control over financial reporting.
Date: July 7, 2010
By: /s/ Kevin Xiaofeng Ma
Name: Kevin Xiaofeng Ma
Title: Chief Executive Officer
EXHIBIT 12.2
Certification by the Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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 circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control
over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s
internal control over financial reporting.
Date: July 7, 2010
By: /s/ Benson Tsang
Name: Benson Tsang
Title: Chief Financial Officer
Certification by the Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Kevin Xiaofeng
Ma, Chief Executive Officer of ATA Inc. (the “Company”), hereby certifies, to the best of his knowledge, that the Company’s annual report
on Form 20-F for the year ended March 31, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as
applicable, of the Securities Exchange Act of 1934, and that the information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company as of, and for the periods presented in the Report.
EXHIBIT 13.1
Date: July 7, 2010
By: /s/ Kevin Xiaofeng Ma
Name: Kevin Xiaofeng Ma
Title: Chief Executive Officer
Certification by the Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Benson Tsang,
Chief Financial Officer of ATA Inc. (the “Company”), hereby certifies, to the best of his knowledge, that the Company’s annual report on
Form 20-F for the year ended March 31, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable,
of the Securities Exchange Act of 1934, and that the information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company as of, and for the periods presented in the Report.
EXHIBIT 13.2
Date: July 7, 2010
By: /s/ Benson Tsang
Name: Benson Tsang
Title: Chief Financial Officer
Consent of Independent Registered Public Accounting Firm
Exhibit 23.1
The Board of Directors
ATA Inc.:
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
July 7, 2010, with respect to the consolidated balance sheets of ATA Inc. as of March 31, 2009 and 2010, and the related consolidated
statements of operations, shareholders’ equity and comprehensive income (loss), and cash flows, for each of the years in the three-year
period ended March 31, 2010, and the effectiveness of internal control over financial reporting as of March 31, 2010, which reports appear
in the March 31, 2010 annual report on Form 20-F of ATA Inc.
/s/ KPMG
KPMG
Hong Kong, China
July 7, 2010
JONES LANG LASALLE SALLMANNS LIMITED
17/F Dorset House Taikoo Place
979 King’s Road Quarry Bay, Hong Kong
Tel: + 852 2169 6000; Fax: + 852 2169 6001
Licence No: C-030171
Exhibit 23.2
July 7, 2010
ATA Inc.
8th Floor, Tower E
6 Gongyuan West Street,
Jian Guo Men Nei
Beijing 100005, China
Ladies and Gentlemen:
We hereby consent to the references to our name, valuation methodologies, assumptions and value conclusions for accounting purposes,
with respect to our appraisal reports addressed to the board of ATA Inc. (the “Company”) in connection with the filing by the Company with
the United States Securities and Exchange Commission of the Company’s Annual Report on Form 20-F for the fiscal year ended March 31,
2010. We also hereby consent to the filing of this letter as an exhibit to the Company’s Annual Report on Form 20-F for the fiscal year
ended March 31, 2010. In giving such consent, we do not admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
In the preparation of our valuation reports, we relied on the accuracy and completeness of the financial information and other data related to
the Company provided to us by the Company and its representatives. We did not audit or independently verify such financial information or
other data relating to the Company and take no responsibility for the accuracy of such information.
Your sincerely,
/s/ Jones Lang LaSalle Sallmanns Limited
Jones Lang LaSalle Sallmanns Limited
JINCHENG TONGDA & NEAL
11/F, Huaxia Bank Plaza, No.22 Jianguomennei Avenue,
Beijing, 100005, PRC
Tel: (8610) 85237766; Fax: (8610) 65185057
Exhibit 23.3
July 7, 2010
ATA Inc.
8th Floor, Tower E
6 Gongyuan West Street,
Jian Guo Men Nei
Beijing 100005, China
Ladies and Gentlemen:
We have acted as legal advisors as to the laws of the People’s Republic of China to ATA Inc.(the “Company”), in connection with the filing
by the Company with the United States Securities and Exchange Commission of an annual report on Form 20-F for the fiscal year ended
March 31, 2010.
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, 2010.
Yours sincerely,
/s/ Peng Jun
Peng Jun
Partner
Jincheng Tongda & Neal