ATA INC.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 21, 2009

On December 21, 2009, ATA Inc., a Cayman Islands company (the “Company”), will hold its annual general meeting of shareholders at 14:00 p.m., Hong Kong time, at Wynn Macau, Rua Cidade de Sintra, NAPE, Macau for the following purposes:

You can find more information about each of these items, including the nominee for director in the attached proxy statement. Only shareholders registered in the register of members at the close of business on November 9, 2009 can vote at this meeting or at any adjournment that may take place.

We cordially invite all shareholders to attend the annual general meeting in person. However, a shareholder entitled to attend and vote is entitled to appoint a proxy to attend and, on a poll, vote instead of such shareholder. A proxy need not be a shareholder of the Company. Whether or not you expect to attend the annual general meeting in person, please mark, date, sign and return the enclosed proxy card as promptly as possible to ensure your representation and the presence of a quorum at the annual general meeting. If you send in your proxy card and then decide to attend the annual general meeting to vote your shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement. This proxy is to be delivered to the attention of Carl Yeung, ATA Inc., 8^th Floor, Tower E, 6 Gongyuan West Street, Jian Guo Men Nei, Beijing 100005, People’s Republic of China, and arrive no later than 48 hours prior to the meeting. The notice of the Annual General Meeting of Shareholders, the Proxy Statement and a copy of the Company’s 2009 Annual Report are also available through our website at http://www.ata.net.cn.

By Order of the Board of Directors,

Kevin Xiaofeng Ma

Chairman of the Board and

Chief Executive Officer

November 6, 2009