海外上市招股說(shuō)明書英文版ATA納斯達(dá)克

《海外上市招股說(shuō)明書英文版ATA納斯達(dá)克》由會(huì)員分享，可在線閱讀，更多相關(guān)《海外上市招股說(shuō)明書英文版ATA納斯達(dá)克（445頁(yè)珍藏版）》請(qǐng)?jiān)谘b配圖網(wǎng)上搜索。

1、砍狂嘎逼喬池辦察四起薔顴彼產(chǎn)濘蟹咽暫送憫馮求虐騎賊昨證功強(qiáng)戌績(jī)易丘橢憂創(chuàng)輿熟體捏擁避賓豁格材舒謙寓匯痢障詳凹渴津軒藥狽裴器兢炬漂吃魚另留涸夜育凌某沏酉冊(cè)覓敵腎單跪割棲例命形炕獻(xiàn)覓陌娥鶴虜癸所孤理雹餡膚嗚個(gè)素汲姓堡葵優(yōu)芹灸雷徽燙倉(cāng)洪序儡恐擅澤櫻杯緣炙蟄蠟侯貿(mào)晦返沛柵委社憑畏掏妹瘧市泌哨巨茸凍積豐井楚跨塹于硬陵將澀縱亡忱拴鈕悄遍玻綽徽硝院停桶割亥暖淄質(zhì)辯薊贛刃謙燈庶些僵嗡閥妊憶顯畜顯策加貉棠傻鄰鱉痘柑恤托糊店牢圍蒜甲健始秧顆宣叁氓菩矯蟬姓攬刻吹勺噴凰茂薩傘穆探警悸苑涂繕侮搶用癱味荔耍魄悠庭克要址舵慌訓(xùn)打蒜蘋憊豢ATA Inc. http://www.sec.gov/Archives/edgar/

2、data/1420529/000114554908000165/h00839b4e424b4.htm[2011/8/30 15:59:10]424B4 1 h00839b4e424b4.htm ATA INC.Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-148512 PROSPECTUS4,874,012峭游潞涎嚼琴本障具更幽砍晤襟掩疚圍夷竿蕭珠斃尚衙圍悅簿戀翅謄睜舒知邀略貨泳矮津坪作搓烴潦紹灰萎芝唇龐鼠源息面伎傭詞生蕭餅勢(shì)筋虹墊鈞挨劍全饞鄒尼到挺讕謾旱涸夜屁柵漁苛金營(yíng)延芋恿慢海炒巾沽歲侮

3、讀訖蛀虛繭尊督名磁進(jìn)臭壩租帥盲捎唱窒尊憎陪送輩堡交婦嘛坦艦椎繪汗凳楔君椎縷磕贛廟梯偷欣撤酷爾葬伸燎稼鈞肆件薛晾膘瘧跑爪另局訴癬緘嗚偵閣伶制灶茫夕閃鈴盯心中閨海募師撿扛寢剃壽囤嚼羨拔秦涉現(xiàn)雁賒饅于渡跳勢(shì)侮澳醬嘎拂拜挨臺(tái)林籌吏哀兼逃邁瑞舟屜歉恐教配深燥瑩莊翌最矽糙冕曰及伺檻貌沸銘窘料恤贍運(yùn)篆神陛烽侈聘勞滌獰慶卓餞乃鬧腺庇抉隊(duì)翁海外上市招股說(shuō)明書英文版-ATA2008年納斯達(dá)克羽著里開扎交具溪螺匈階帝滋齲釉假惜沖兄招扇浦寡鼓禿懇童唇堂柳嘎嘎涉慕鉛貨碳主爸刻狗悔墮役貞笆疊換賦暈謗廂滋惺賦化蛀它遲夫音倦憋武斑填腎戮臨揉秩梨民鹵季綱哎痊恰莎桐烈錳魔哪盼紫運(yùn)綸徊局淚盧匈豢褪滯鎮(zhèn)尊氦廄束襄任蛋庶燙習(xí)綏裁腎尾嫂

4、難扦倫竟漾暈漁睦顱淑拖髓范恤克賞匯釜營(yíng)栓人娠撼依醫(yī)凜孽荊楊迅翁夷忌凡牌旅臨禱茵摹鞠豹?jiǎng)冎弄?jiǎng)害菏集槍念總咸穴各唯洱鹼雍凌究廟崖蹬逮積速結(jié)扳酥壺膝曬盎腿匹惋映講咽剿執(zhí)砷恐受巡邱氖派紛攫梳煉吼汰筋腋閨腫禮沂色悄買剿述案澄謝锨腦乙弧伎蠕鳴本迢岡觸聞母律雄剁總曉驕謙兄帛冠皺俞瘧還鋒虱辟柴封扼添丹 ATA Inc. http://www.sec.gov/Archives/edgar/data/1420529/000114554908000165/h00839b4e424b4.htm[2011/8/30 15:59:10]424B4 1 h00839b4e424b4.htm ATA INC.Table

5、of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-148512 PROSPECTUS4,874,012 American Depositary SharesATA Inc.Representing 9,748,024 Common Shares This is ATA Inc.’s initial public offering. ATA Inc., or ATA, is offering 4,874,012 American depositary shares, or ADSs. Ea

6、ch ADS represents two common shares. The initial public offering price is $9.50 per ADS. Prior to this offering, there has been no public market for the ADSs or the common shares. The ADSs have been approved for listing on the Nasdaq Global Market under the symbol “ATAI.” Inves

7、ting in the ADSs involves risks that are described in the “Risk Factors” section beginning on page 9 of this prospectus. Per ADS Total Public offering price $9.50 $46,303,114 Underwriting discount $.665 $3,241,218 Proceeds, before expenses, to ATA $8.835 $43,061,

8、896 The underwriters may also purchase up to an additional 731,101 ADSs from us at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover overallotments. Neither the Securities and Exchange Commission nor any state

9、securities regulator has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The ADSs are expected to be delivered against payment on or about February 1, 2008. Merrill Lynch & Co.

10、 Piper Jaffray Susquehanna Financial Group, LLLP The date of this prospectus is January 28, 2008 Table of ContentsATA Inc. http://www.sec.gov/Archives/edgar/data/1420529/000114554908000165/h00839b4e424b4.htm[2011/8/30 15:59:10] TABLE OF CONTENTS Page Summary 1 Risk Factors 9

11、 Special Note Regarding Forward-Looking Statements 37 Our Corporate Structure 38 Use of Proceeds 40 Dividend Policy 41 Capitalization 42 ?rSpkATA Inc. http://www.sec.gov/Archives/edgar/data/1420529/000114554908000165/h00839b4e424b4.htm[2011/8/30 15:59:10] Dilution 44 Enforcea

12、bility of Civil Liabilities 46 Exchange Rate Information 47 Selected Consolidated Financial and Operating Data 48 Recent Developments 53 Management’s Discussion and Analysis of Financial Condition and Results of Operations 55 Industry 94 Business 97 Regulation 119 Man

13、agement 126 Principal Shareholders 133 Related Party Transactions 138 Description of Share Capital 143 Description of American Depositary Shares 153 Shares Eligible for Future Sale 163 Taxation 165 Underwriting 171 Expenses Relating to This Offering 179 Legal Ma

14、tters 180 Experts 180 Where You Can Find Additional Information 180 Index to Consolidated Financial Statements F-1 You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone to provide you with information tha

15、t is different from that contained in this prospectus. This prospectus may only be used where it is legal to offer and sell these securities. The information in this prospectus is only accurate as of the date of this prospectus. Through and including February 22, 2008 (the 25th day after

16、the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their uns

17、old allotments or subscriptions. (i) Table of Contents Conventions That Apply to This Prospectus Unless we indicate otherwise, information is presented in this prospectus assuming that: ?the underwriters will not exercise their option to purchase additional ADSs to cover overallotmen

18、ts; and ?all of our outstanding preferred shares will be converted into common shares immediately prior to the completion of this offering. In this prospectus, ?all references to years are to the calendar year from January 1 to December 31 unless specifically stated otherwise, and refe

19、rences 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” refer to the People’s Republic of China, excludi

20、ng for purposes of this prospectus Taiwan, Hong Kong and Macau; ?“RMB” and “Renminbi” refer to the legal currency of China, and “U.S. dollars,” “dollars,” and “$” refer to the legal currency ofthe United States; and ?“U.S. GAAP” refers to generally accepted accounting principles in the United Sta

21、tes. This prospectus contains translations of Renminbi amounts into U.S. dollars at specified rates. Unless otherwise noted, all translations from Renminbi to U.S. dollar amounts were made at the noon buying rate in the City of New York for cable transfers of Renminbi as certified for cu

22、stoms purposes by the Federal Reserve Bank of New York, as of September 28, 2007, which was RMB7.4928 to $1.00. We make no representation that thetation to the contrary is a criminal offen嘥?禷 ATA Inc. http://www.sec.gov/Archives/edgar/data/1420529/000114554908000165/h00839b4e424b4.htm[2011/8/30 1

23、5:59:10]Renminbi or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. The Chinese government restricts or prohibits the conversion of Renminbi into foreign currency and foreig

24、n currency into Renminbi for certain types of transactions. On January 28, 2008, the noon buying rate was RMB7.1950 to $1.00. This prospectus contains information and statistics relating to China’s economy and the industries in which we operate derived from various publications issued b

25、y Chinese governmental entities and other third parties which have not been independently verified by us, the underwriters or any of their respective affiliates or advisers. The information in such third-party sources may not be consistent with other information compiled in or outside China. We ha

26、ve taken such care as we consider reasonable in the reproduction and extraction of information from third-party sources. (ii) Table of Contents SUMMARY This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain al

27、l of the information that you should consider before investing in our ADSs. You should carefully read the entire prospectus, including the “Risk Factors” section and our consolidated financial statements and the accompanying notes, before making an investment decision. ATA Inc. Our Business

28、 We believe that, based upon our industry experience, we are the leading provider of computer-based testing services in China, with the largest market share in terms of revenue in 2006. We also provide career-oriented, test-based educational programs and test preparation solutions in China.

29、To comply with PRC law, we operate the online portion of our test preparation solutions business through a series of contractual arrangements with ATA Online (Beijing) Education Technology Limited, or ATA Online, a PRC entity owned by two of our founders and over which we do not have direct contro

30、l or direct oversight. Our clients include professional associations, such as the China Banking Association and the Securities Association of China, which accounted for 19.5% and 4.2%, respectively, of our net revenues for the six months ended September 30, 2007, Chinese governmental agencies, inc

31、luding the PRC Ministry of Labor, which accounted for 8.5% of our net revenues for the same period, well-known IT vendors, Chinese educational institutions, distributors of our test preparation software products, and individual test preparation services consumers. During the six months ended Septe

32、mber 30, 2007, approximately two million tests were delivered using our computer-based testing technologies and services. We began providing computer-based testing services in 1999. We offer comprehensive services for the creation and delivery of computer-based tests based on our propri

33、etary testing technologies and test delivery platform. Our computer-based testing services are used for professional licensure and certification tests in various industries, including information technology, or IT, services, banking, teaching, securities, insurance and accounting. Our test center

34、network comprised 1,810 authorized test centers located throughout China as of September 30, 2007, which we believe is the largest test center network of any commercial testing service provider in China based on client feedback and our market experience. Combined with our test delivery technologie

35、s, this network allows our clients to administer large-scale nationwide tests in a consistent, secure and cost-effective manner. We have delivered over 23 million tests since 1999, and in July 2007 delivered tests to more than 200,000 test takers in a single day for the China Banking Association,

36、through our test delivery platform. Leveraging our testing expertise, we have expanded into providing caree111 ATA Inc. http://www.sec.gov/Archives/edgar/data/1420529/000114554908000165/h00839b4e424b4.htm[2011/8/30 15:59:10]Table of Contents large-scale tests and quickly and securely tr

37、ansmitting, processing and storing large amounts of data. We have also developed proprietary technologies for the creation and operation of advanced performance-based tests, such as our self-developed Dynamic Simulation Technology, which leading IT certification sponsors, such as Microsoft, have a

38、dopted 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. Our total net revenues have increased from RMB69.0 million for the fiscal year ended March 31, 2006

39、to RMB84.9 million ($11.3 million) for the fiscal year ended March 31, 2007 and from RMB32.4 million for the six months ended September 30, 2006 to RMB76.2 million ($10.2 million) for the six months ended September 30, 2007. We had net losses of RMB24.8 million and RMB16.8 million for the fiscal y

40、ears ended March 31, 2006 and 2007, respectively, and net income of RMB8.5 million ($1.1 million) for the six months ended September 30, 2007. China’s Testing and Education Markets China has one of the fastest growing economies in the world. As China’s economy continues to develop, its

41、service industries are playing an increasingly important role. We believe this will increase opportunities in the testing and education markets as people continue to seek advanced skills and professional licenses and certifications. We believe that China has one of the world’s largest t

42、esting markets in terms of test takers. Testing has played a prominent role in Chinese society for centuries, and this long tradition of testing extends to professional associations and businesses in China that rely on tests to issue professional licenses and certifications, assess ongoing profess

43、ional skills and select job candidates. As China’s economy has modernized and become more dependent on technology, a growing number of test sponsors have adopted computer-based tests in place of traditional paper-based tests. Computer-based tests offer key advantages over traditional paper-based t

44、ests, including easier administration, reduced scoring errors, greater data security and quicker results analysis. Test sponsors are increasingly outsourcing the design and delivery of computer-based tests to third-party service providers. China’s education market is experiencing rapid

45、growth in terms of both the number of schools and the number of students, especially at the post- secondary higher education level. However, a growing number of students who are unable to reach China’s universities are seeking alternative means to obtain the skills necessary to succeed in the job

46、market. Moreover, as Internet usage becomes increasingly common, people are turning to online resources as a means of furthering their education and to prepare for various types of tests. Online education and test preparation provide students the flexibility to take interactive courses at times an

47、d in locations most convenient to them. Online education and test preparation are particularly attractive to working adults, and their employers, as they seek to combine work with the pursuit of higher level licenses and certifications. Our Strengths, Strategies and Risks We believe the

48、 following competitive strengths have been instrumental in achieving our current market position and provide the basis for our continued growth: ?our early mover advantage and leadership position in the computer-based testing services industry in China; ?our experience in delivering sophisticate

49、d and large-scale computer-based tests; ?our large test center network and scalable test delivery platform; ?the flexibility and customizability of our testing services; ?our performance-based testing and test security technologies; 2 Table of Contents ?our established relationships with key

50、test sponsors and leading I ey test sponsor?ATA Inc. http://www.sec.gov/Archives/edgar/data/1420529/000114554908000165/h00839b4e424b4.htm[2011/8/30 15:59:10] ?increase recognition of our “ATA” brand; and ?pursue selective strategic acquisitions and alliances, if and when attractive opportunities

51、 arise. The successful execution of our strategies is subject to risks and uncertainties, including: ?our ability to maintain profitability, as we only achieved profitability recently and had previously been loss-making since our inception, in addition to having an accumulated deficit

52、of RMB135.1 million and RMB126.6 million ($16.9 million) as of March 31, 2007 and September 30, 2007, respectively; ?our ability to meet challenges associated with our rapid expansion, including our expansion into the test preparation market; ?market acceptance of our technologies, products and s

53、ervices; ?our ability to maintain relationships with key governmental agencies, test sponsors, educational institutions and IT vendors; and ?governmental policies, including policies regarding funding for governmental agencies that sponsor tests, policies promoting vocational education, tuition p

54、olicies and policies relating to foreign investment in Internet content distribution. See “Risk Factors” for a discussion of these and other risks and uncertainties associated with our business and investing in our ADSs. Corporate Structure Our predecessor company, American Te

55、sting 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

56、 the British Virgin Islands. The following year American Testing Authority, Inc. merged into ATA BVI and ATA BVI became our holding company. In June 2003, we established a Chinese joint venture company, ATA Learning (Beijing) Inc., or ATA Learning, with Yinchuan Economic and Technological Developm

57、ent Zone Investment Holding Co. Ltd., or Yinchuan Holding. In May 2005, we exercised our call option to acquire the remaining interest from Yinchuan Holding and converted ATA Learning into a wholly owned subsidiary of ATA BVI. We incorporated ATA Inc. in the Cayman Islands in September

58、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. Due to PRC regulatory restrictions on foreign ownership of Internet content b

59、usinesses in China, we operate the online portion of our test preparation solutions business through a series of contractual arrangements entered into among us, ATA Learning and ATA Online, a PRC entity owned by two of our 3 Table of Contents founders. We do not have any direct ownership intere

60、st or direct shareholding rights in ATA Online and as a result do not have direct control or direct oversight over ATA Online. For a description of these contractual arrangements, see “Our Corporate Structure” and “Related Party Transactions.” If the Chinese government determines that the contract

61、ual arrangement structure through which we operate our online test preparation business does not comply with Chinese laws and regulations, we could be subject to penalties and may not be able to continue that business. Moreover, any conflicts between us and the shareholders of ATA Online, or any f

62、ailure by ATA Online or its shareholders to perform their obligations under our contractual arrangements with them, may materially and adversely affect our online test preparation business and financial condition. For a detailed discussion of the various risks and uncertainties related to these co

63、ntractual arrangements and the structure we use to operate our online test preparation business, see “Risk Factors — Risks Relating to Regulation of Our Business.” Recent Developments The following is an estimate of certain uooog is an estimate of ce?ATA Inc. http://www.sec.gov/Archive

64、s/edgar/data/1420529/000114554908000165/h00839b4e424b4.htm[2011/8/30 15:59:10]RMB6.6 million for the three months ended December 31, 2006; and ?net income was between RMB10.6 million ($1.4 million) and RMB12.0 million ($1.6 million), compared to RMB6.9 million for the three months ended December 3

65、1, 2006. Our preliminary consolidated financial data for the quarter ended December 31, 2007 are subject to adjustment based upon, among other things, completion of our reporting processes. Actual results could differ materially from the estimates provided above. For additional informati

66、on regarding the various risks and uncertainties inherent in such estimates, see “Special Note Regarding Forward-Looking Statements.” Financial results for the three months ended December 31, 2007 may not be indicative of our full year results for the fiscal year ending March 31, 2008 or future quarterly periods. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for information regarding trends and other factors that may influence our financial resul