THE COMPANIES LAW
EXEMPTED COMPANY LIMITED BY SHARES
THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
(adopted by a special resolution passed on [-])
The name of the Company is ATA Inc.
2. REGISTERED OFFICE
The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited,
Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
Subject to the following provisions of this Amended and Restated Memorandum of Association (the
"Memorandum"), the objects for which the Company is established are unrestricted.
Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all
the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by
Section 27(2) of The Companies Law.
5. NO BUSINESS WITHIN CAYMAN ISLANDS
Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required
under the laws of the Cayman Islands unless duly licensed.
6. CONTRACT SIGNING IN CAYMAN ISLANDS
The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of
the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be
construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in
the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
7. LIMITATION OF LIABILITY
The liability of each member is limited to the amount from time to time unpaid on such member's shares.
8. AUTHORISED CAPITAL
The authorised capital of the Company is US$5,000,000.00.
9. CLASSES, NUMBER AND PAR VALUE OF SHARES
The authorised capital of the Company is made up of one class of shares each divided into:
(i) 500,000,000 common shares, par value US$0.01 per each.