Registration No. 333-148641
As filed with the Securities and Exchange Commission on January 17, 2008
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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ATA INC.
(Exact name of issuer of deposited securities as specified in its charter)
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[N/A]
(Translation of issuer's name into English)
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CAYMAN ISLANDS
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number, including area code, of
agent for service)
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Copies to:
Howard Zhang, Esq. Herman H. Raspe, Esq.
O'Melveny & Myers LLP Patterson Belknap Webb & Tyler LLP
37th Floor, Yin Tai Centre, Office Tower 1133 Avenue of the Americas
No. 2 Jianguomenwai Avenue New York, New York 10036
Beijing 100022, China (212) 336-2301
86-10-6563-4200
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It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box : |X|
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CALCULATION OF REGISTRATION FEE
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Amount to Proposed Maximum Proposed Maximum
Title of Each Class of be Offering Price Per Aggregate Offering Amount of
Securities to be Registered Registered Unit* Price** Registration Fee
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American Depositary Shares, each
representing two common shares of
ATA Inc. N/A N/A N/A N/A
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* Each unit represents 100 American Depositary Shares.
** Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of American Depositary Shares.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
This Pre-Effective Amendment No. 1 to Registration Statement may be
executed in any number of counterparts, each of which shall be
deemed an original, and all of such counterparts together shall
constitute one and the same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16)
securities and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13);
soliciting material Reverse of Receipt - Paragraph (16).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14)
and (16).
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3) and (6);
dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (18).
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (13).
transfer books of the Depositary and the list of
holders of ADSs
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (6),
the underlying securities (7), (9) and (10).
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7);
Reverse of Receipt - Paragraphs (19) and (20).
(xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be retrieved from the Commission's website
(www.sec.gov), and can be inspected by holders of ADSs and copied at public
reference facilities maintained by the Commission located at 100 F Street, N.E.,
Washington D.C. 20549, and at the principal executive office of the depositary.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Deposit Agreement filed as
Exhibit (a) to this Pre-Effective Amendment No. 1 to Registration
Statement on Form F-6 and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a) Form of Deposit Agreement, by and among ATA Inc. (the "Company"),
Citibank, N.A., as depositary (the "Depositary"), and all Holders
and Beneficial Owners of American Depositary Shares issued
thereunder (the "Deposit Agreement"). -- Filed herewith as Exhibit
(a).
(b) Any other agreement to which the Depositary is a party relating to
the issuance of the American Depositary Shares registered hereunder
or the custody of the deposited securities represented thereby. --
None.
(c) Every material contract relating to the deposited securities between
the Depositary and the issuer of the deposited securities in effect
at any time within the last three years. -- None.
(d) Opinion of counsel for the Depositary as to the legality of the
securities to be registered. -- Previously filed as Exhibit (d) to
the Registration Statement on Form F-6 (File No. 333-148641) filed
with the Commission on January 14, 2008.
(e) Certificate under Rule 466. -- None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on the
signature pages to the Registration Statement on Form F-6 (File No.
333-148641) previously filed with the Commission on January 14,
2008.
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Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal office
of the Depositary in the United States, for inspection by holders of
ADSs, any reports and communications received from the issuer of the
deposited securities which are both (1) received by the Depositary
as the holder of the deposited securities, and (2) made generally
available to the holders of the underlying securities by the issuer.
(b) If the amount of fees charged is not disclosed in the prospectus,
the Depositary undertakes to prepare a separate document stating the
amount of any fee charged and describing the service for which it is
charged and to deliver promptly a copy of such fee schedule without
charge to anyone upon request. The Depositary undertakes to notify
each registered holder of an ADS thirty (30) days before any change
in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Deposit Agreement, by and among ATA Inc., Citibank, N.A., as depositary, and all
Holders and Beneficial Owners of American Depositary Shares to be issued
thereunder, certifies that it has reasonable grounds to believe that all the
requirements for filing on Form F-6 are met and has duly caused this
Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 17th day of January, 2008.
Legal entity created by the Deposit
Agreement under which the American
Depositary Shares registered hereunder are
to be issued, each American Depositary Share
representing two common shares, par value
US$0.01 per common share, of ATA Inc.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Susan A. Lucanto
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Name: Susan A. Lucanto
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
ATA Inc. certifies that it has reasonable grounds to believe that all the
requirements for filing on Form F-6 are met and has duly caused this
Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed
on its behalf by the undersigned thereunto duly authorized, in Beijing, China on
January 17, 2008.
ATA INC.
By: /s/ Kevin Xiaofeng Ma
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Name: Kevin Xiaofeng Ma
Title: Director and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 has
been signed by the following persons in the following capacities on January 17,
2008.
Signature Title
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/s/ Kevin Xiaofeng Ma Director and Chief Executive Officer
- -------------------------------- (principal executive officer)
Kevin Xiaofeng Ma
/s/ Walter Lin Wang* Director and President
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Walter Lin Wang
/s/ Carl Yeung* Director and Chief Financial Officer
- -------------------------------- (principal financial and accounting officer)
Carl Yeung
/s/ Andrew Yan* Director
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Andrew Yan
/s/ Lynda Lau* Director
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Lynda Lau
/s/ Donald J. Puglisi* Authorized Representative in the U.S.
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Donald J. Puglisi
Managing Director, Puglisi & Associates
* By: /s/ Kevin Xiaofeng Ma
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Kevin Xiaofeng Ma
Attorney-in-Fact
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a) Form of Deposit Agreement