EX-99.1 CODE OF CONDUCT

Exhibit 99.1

ATA INC.

CODE OF CONDUCT

1. PURPOSE OF CODE OF CONDUCT. We believe that ATA Inc. (together with its
subsidiaries and consolidated PRC entities, the "COMPANY") enjoys a
reputation of which we can be proud, and one that reflects our goals and
the manner in which we work to achieve them. As a Company employee, you
will be expected to know and comply with law and Company policies. The
purpose of this Code of Conduct (this "CODE") is to provide a summary of
certain of the Company's key policies and procedures, and is just one
element of our overall effort to ensure lawful and ethical conduct. Simply
restating these policies and procedures, however, does not lead inevitably
to ethical conduct. You -- the employee -- must continue to understand,
support and comply with these policies and procedures to help enable us to
achieve our business objectives. If you ever have any doubts as to whether
certain conduct may violate this Code or any other policies or procedures
of the Company, you should always feel free to discuss the situation with
your immediate supervisor, the director of Human Resources or the Company's
general counsel. Regardless of information provided by the Company,
however, you are expected to know and follow the law as it relates to you
as an employee and citizen. To the extent this Code requires a higher
standard than required by commercial practice or applicable laws, rules or
regulations, you should adhere to these higher standards.

2. APPLICABILITY. This Code applies to all of the directors, officers,
employees and advisors of the Company, whether they work on a full-time,
part-time consultative, or temporary basis (each an "EMPLOYEE" and
collectively, the "EMPLOYEES"). We have a separate Code of Ethics For
Senior Executive and Financial Advisors, which also applies to the
Company's chief executive officer, president, chief financial officer, vice
presidents, general counsel, chief accounting officer and financial
controller (or any persons performing similar functions for the Company).

The Board of Directors of the Company (the "BOARD") has appointed Kevin
Xaiofeng Ma, as the compliance officer for the Company. If you have any
questions regarding the Code or would like to report any violation of the
Code, please contact the compliance officer at 6518-1122 (ext. 5101) or
maxiaofeng@ata.net.cn.

This Code was adopted by the Board on January 7, 2008 and will become
effective immediately upon completion of the Company's initial public
offering of ordinary shares in the U.S.

3. CONFLICTS OF INTEREST. A conflict of interest occurs when an employee's
interest interferes, or appears to interfere, in any way with the interests
of the Company as a whole. All employees of the Company must be wary of any
investment, business interest or other association that interferes -- or
even appears to interfere -- with their objective ability to act in the
best interests of the Company. A conflict of interest arises when an
employee's judgment in acting on behalf of the Company may be influenced by
an actual or potential personal benefit of any kind. The benefits may be
direct or indirect, may or may not be


financial in nature, and could exist through family connections, personal
associations or otherwise.

It is not possible to describe all the circumstances where conflicts of
interest may exist, but the following examples provide some activities that
should raise a "red flag":

(a) Competing with, or helping others to compete with, the Company.

(b) Using corporate property, information or position within the Company
to secure a business opportunity that would otherwise be available to
the Company.

(c) Accepting material gifts, payment or services from those doing or
seeking to do business with the Company.

(d) Owning a substantial interest in a company that is a competitor,
customer or supplier of the Company, or directing Company business to
a company in which a Company employee has a substantial interest
(except that an ownership interest of less than two (2) percent in
such a company, where the employee has no influence on the management
of that company and his interest is not so significant that it would
affect his employment duties on behalf of the Company, is not
prohibited).

(e) Obtaining loans or guarantees of personal obligations from, or
entering into any other personal financial transactions with, any
company that is a material customer, supplier or competitor of the
Company, unless it is an arms-length transactions with a recognized
bank or other financial institution.

(f) Serving on a board of directors or trustees or on a committee of any
entity (whether for-profit or not-for-profit) whose interests
reasonably would be expected to conflict with those of the Company.

(g) Actions of family members outside the workplace that may give rise to
one of the concerns described above because they may influence an
employee's objectivity in making decisions on behalf of the Company.

The Company requires that employees fully disclose any situations that
reasonably could be expected to give rise to a conflict of interest. If you
suspect that you have a conflict of interest, or something that others
could reasonably perceive as a conflict of interest, you must report it
immediately to the Company's director of Human Resources, who will be
responsible for contacting the Company's chief executive officer for
appropriate guidance.

4. FINANCIAL MATTERS AND DISCLOSURE. The Company is a publicly traded company
in the United States. As such, we rely on the public securities markets for
capital to fund many of our activities. Public investors rely upon the
quality and integrity of our financial reports and press releases and,
accordingly, we are subject to a number of laws and regulations addressing
the accuracy and completeness of our public reports and releases filed with
the United States Securities and Exchange Commission (the "SEC"). Our
Disclosure Controls and Procedures and Internal Financial Controls are
outlined in a

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separate guideline, a copy of which has been provided or made available to
you. These Disclosure Controls and Procedures and Internal Financial
Controls are overseen and monitored by the members of our Disclosure
Committee. These requirements extend to all of our employees, however. You
must help to ensure that the Company maintains and reports its financial
and non-financial information accurately and properly.

(a) FINANCIAL STATEMENTS. Knowingly misrepresenting facts related to
preparing financial statements, financial data or other Company
records is strictly prohibited by Company policy and the law. In that
regard, you must not:

(i) make or approve, or direct another person to make, materially
false or misleading entries in the financial statements or
records of the Company;

(ii) fail to correct any financial statements or records of the
Company that are materially false or misleading when you have the
authority to make such corrections or fail to notify your
immediate supervisor of necessary corrections where you do not
have the authority to make such corrections; or

(iii)sign, or permit or direct another to sign, a document that
contains materially false or misleading information or that omits
material information necessary to prevent the document, in light
of the circumstances at the time, from being misleading.

If you are or become aware of any such prohibited act, you must promptly
notify your immediate supervisor.

(b) PERIODIC REPORTS AND OTHER DISCLOSURE DOCUMENTS. We are committed to
providing full, fair, accurate, timely and understandable disclosure
in periodic reports ("PERIODIC REPORTS") we file with, or furnish to,
the SEC and in all other disclosure documents we file with, or furnish
to, the SEC or provide to the Company's investors or prospective
investors ("DISCLOSURE DOCUMENTS"). If you help prepare, review, file
or distribute the Company's Periodic Reports or Disclosure Documents,
or collect and submit financial and non-financial data for inclusion
in such reports or documents, you must:

(i) promptly notify appropriate management personnel of all material
information relating to the Company, particularly during periods
in which any such report or document is being prepared;

(ii) carefully review the information (including, as applicable,
footnote disclosure, selected financial data, and Management's
Discussion and Analysis of Financial Condition and Results of
Operation) contained in drafts of any Periodic Reports or
Disclosure Document submitted to you for review;

(iii)if you believe the information included in such report or
document does not fairly present in all material respects the
business, financial condition, results of operations and cash
flows of the Company, you should promptly

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notify appropriate management personnel (or follow the reporting
alternatives under Section 5) of any issues, concerns or
significant deficiencies in the financial and non-financial
disclosure contained in any draft Periodic Report or Disclosure
Document;

(iv) promptly notify appropriate management personnel (or follow the
reporting alternatives under Section 5) if you become aware of
(a) any significant deficiencies in the design or operation of
the Company's internal controls that could adversely affect the
Company's ability to record, process, summarize and report
financial data and information, and (b) any fraud, whether or not
material, that involves management or other Company employees who
have a significant role in the Company's financial reporting or
internal controls; and

(v) review our Disclosure Controls and Procedures and Internal
Financial Controls frequently to ensure adequate understanding of
your obligations to the Company regarding reporting of material
financial or legal matters.

(c) DEALINGS WITH EXTERNAL AUDITORS AND INTERNAL AUDIT STAFF. Our
personnel who communicate with our external auditors and internal
audit staff must adhere to the following guidelines:

(i) You should be candid and forthright in all dealings with the
Company's external auditors or internal audit staff, and you must
not knowingly misrepresent facts or knowingly fail to disclose
material facts.

(ii) You must not take, or direct any other person to take, any action
to fraudulently influence, coerce, manipulate, or mislead any
auditor engaged in the performance of an audit of the Company's
financial statements.

(iii)You must not make false or misleading statements to an accountant
or auditor in connection with any audit or other examination or
review of the Company's financial statements.

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(d) STEPS TO TAKE IF YOU DISAGREE WITH OR QUESTION FINANCIAL STATEMENTS OR
REPORTING, OR OTHERWISE BECOME AWARE OF A PROHIBITED ACT. If you have
a disagreement or dispute with your superiors relating to the
Company's financial statements or the way transactions are recorded in
the Company's books, or if you otherwise become aware of a prohibited
act, you should take appropriate steps to ensure that the situation is
resolved properly. You should make your concerns known to the
appropriate higher level(s) of management within the Company (or
follow the reporting alternatives under Section 5). You should also
document your understanding of the facts, the issues involved, and the
parties with whom these matters were discussed. If you are an
attorney, you may be subject to additional ethical and legal
responsibilities with respect to reporting such matters, and you
should follow the procedures defined by the Company's legal department
with respect to such matters.

If you have any questions regarding our Disclosure Control and Procedures
and Internal Financial Controls, you should contact the chairman of our
Disclosure Committee.

5. COMPLAINT PROCEDURES AND ENFORCEMENT. It is the policy of the Company to
treat complaints about accounting, internal accounting controls, auditing
matters, deceptive financial practices or Code violations ("COMPLAINTS")
seriously and expeditiously.

Employees are encouraged to submit Complaints, including without
limitation, reports or suspicions about the following:

(a) fraud against investors, securities fraud, mail or wire fraud, bank
fraud, or fraudulent statements to the SEC or members of the investing
public;

(b) violations of SEC rules and regulations applicable to the Company and
related to accounting, internal accounting controls and auditing
matters;

(c) any violation of the anti-bribery provisions of the U.S. Foreign
Corrupt Practices Act, as amended;

(d) intentional error or fraud in the preparation, review or audit of any
financial statement of the Company;

(e) significant deficiencies in or intentional noncompliance with the
Company's internal accounting and reporting controls;

(f) other violations of the Code.

If requested by the employee, the Company will protect the confidentiality
and anonymity of the employee to the fullest extent possible, consistent
with the need to conduct an adequate review. Vendors, customers, business
partners and other parties external to the Company will also be given the
opportunity to submit Complaints; however, the Company is not obligated to
keep Complaints from non-employees confidential or to maintain the
anonymity of non-employees, but will consider doing so if requested by the
reporting person.

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The procedures governing Complaints (the "COMPLAINT PROCEDURES") are set
forth in Annex A, and have been adopted by the Audit Committee of the
Board, in accordance with the requirements of Section 301 of the
Sarbanes-Oxley Act of 2002 and Section 10A(m)(4) of the United States
Securities Exchange Act, as amended, and Rule 10A-3(b)(3) made under that
Act, as well as the Company's listing requirements under the Nasdaq Stock
Market listing rules.

The Company intends to enforce the provisions of this Code in a consistent
manner, regardless of the status of the employee at the Company. An
employee who is unsure of whether a situation violates this Code may
discuss the situation with the director of human resources or the chief
executive officer to prevent possible misunderstandings and embarrassment
at a later date. Complaints will be reviewed under Audit Committee
direction or such other persons as the Audit Committee determines to be
appropriate.

The Company wishes to encourage employees to report questionable behavior,
and the Company will, therefore, not tolerate any retaliatory actions
toward employees that have made reports in good faith.

6. COMPLIANCE WITH LAW AND THIS CODE, REPORTING OF VIOLATIONS AND
ACCOUNTABILITY. You are expected to comply with both the letter and spirit
of all applicable laws, rules and regulations and this Code, and to
promptly report any suspected violations of applicable laws, rules and
regulations or this Code to the chief executive officer, or in accordance
with the procedures set forth in Annex A. No one will be subject to
retaliation because of a good faith report of a suspected violation. If you
fail to comply with this Code or any applicable laws, rules or regulations,
you may be subject to disciplinary measures, up to and including
termination of your employment.

7. AMENDMENTS AND WAIVERS. Amendments to this Code must be in writing and
approved by the Board of Directors. Any exception from or waiver of the
specific policies set forth in this Code for employees will only be granted
in extraordinary circumstances and must have the written approval of the
Board of Directors, our chief executive officer or other persons designated
by the Board of Directors. In addition, any exception from or waiver of
this Code for executive officers or directors may be made only by our Board
of Directors and will be disclosed to the public (along with the reasons
for the waiver), in each case, as required by law or the rules of the
Nasdaq Stock Market.

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ANNEX A

COMPLAINT PROCEDURES

Receipt of Complaints

1. Telephone Hotline: Any person with a Complaint can call [PHONE NUMBER] to
submit his or her Complaint. Employees who call this number may, but need
not, leave their name, telephone number, email address or other personal
information and the investigation that follows from any employee call will
be conducted in a manner that protects the confidentiality and anonymity of
the employee making the call to the fullest extent possible, consistent
with the need to conduct an adequate review. The intake phone call will be
received by a member of the Audit Committee designated to receive hotline
calls. Among other things, the following information should be given to the
person receiving the call:

- If an employee, the division of the Company in which the caller works
and, if a non-employee, where such person is employed or such person's
relationship to the Company;

- Any relevant information concerning the allegations; and

- Name, telephone number and or email address of the caller (unless an
employee decides to remain anonymous).

The information from the call will be documented in a format acceptable to
the Company and the Audit Committee and shall include at a minimum a
written description of the information received concerning the Complaint
allegations.

2. Written Complaints: Any person may submit a written Complaint to the
chairman of the Audit Committee at either [E-MAIL ADDRESS] or to the
following address: [MAILING ADDRESS]. Employees submitting this information
may, but need not, provide their name, telephone number, email address or
other personal information and the investigation that follows from a
Complaint from an employee will be conducted in a manner that protects the
confidentiality and anonymity of the employee submitting the Complaint to
the fullest extent possible, consistent with the need to conduct an
adequate review.


Treatment of Complaints

3. A Complaint made under these procedures will be directed to the full Audit
Committee or other designated management personnel who will report directly
to the Audit Committee on such matters.

4. The Audit Committee will review the Complaint, and may investigate such
Complaint itself or may assign another employee, outside counsel, advisor,
expert or third-party service provider to investigate, or assist in
investigating the Complaint. The Audit Committee may direct that any
individual assigned to investigate a Complaint to work at the direction of
or in conjunction with the Audit Committee or any other person in the
course of the investigation.

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5. Unless otherwise directed by the Audit Committee, the person assigned to
investigate will conduct an investigation of the Complaint and report his
or her findings or recommendations to the Audit Committee. If the
investigator is in a position to recommend appropriate disciplinary or
corrective action, the investigator also may recommend disciplinary or
corrective action.

6. If determined to be necessary by the Audit Committee, the Company will
provide for appropriate funding, as determined by the Audit Committee, to
obtain and pay for additional resources that may be necessary to conduct
the investigation, including without limitation, retaining outside counsel
and/or expert witnesses.

7. At least once each calendar quarter and whenever else deemed necessary, the
Audit Committee will submit a report to the Board that summarizes any new
Complaint made within the last 3 months and any outstanding Complaints that
remain unresolved and shows specifically: (a) the complainant (unless
anonymous, in which case the report will so indicate), (b) a description of
the substance of the Complaint, (c) the status of the investigation, (d)
any conclusions reached by the investigator, and (e) findings and
recommendations.

8. At any time with regard to any Complaint, the Audit Committee may specify a
different procedure for investigating and treating such a Complaint, such
as when the Complaint concerns pending litigation.


Access to Reports and Records and Disclosure of Investigation Results

All reports and records associated with Complaints are considered
confidential information and access will be restricted to members of the
Audit Committee, the Company's legal department, employees or outside
counsel involved in investigating a Complaint as contemplated by these
procedures. Access to reports and records may be granted to other parties
at the discretion of the Audit Committee.

Complaints and any resulting investigations, reports or resulting actions
will generally not be disclosed to the public except as required by any
legal requirements or regulations or by any corporate policy in place at
the time.


Retention of Records

All Complaints and documents relating to such Complaints made through the
procedures outlined above will be retained for at least five years from the
date of the Complaint, after which the information may be destroyed unless
the information may be relevant to any pending or potential litigation,
inquiry, or investigation, in which case the information may not be
destroyed and must be retained for the duration of that litigation,
inquiry, or investigation and thereafter as necessary.

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Third party contractors

In the event that the Company contracts with a third party to handle
Complaints or any part of the complaint process, the third party will
comply with these policies and procedures.

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