SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 23rd, 2016 • Ma Kevin Xiaofeng • Services-educational services • New York
SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of December 28, 2015, by and between Guo Jing (郭京, “GUO”), PRC ID Number: 110102196104301950 (“Seller”), and Joingear Limited, a limited liability company organized under the laws of the British Virgin Islands (“Purchaser”).
NOTE PURCHASE AGREEMENT (this “Agreement”) made on February 6, 2018Note Purchase Agreement • February 8th, 2018 • Ma Kevin Xiaofeng • Services-educational services
in the form of Exhibit B (the “Second Note”), in the principal amount of US$10,000,000 (the “Second Note Principal Amount”), upon the terms and subject to the conditions set forth herein.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 8th, 2018 • Ma Kevin Xiaofeng • Services-educational services • Hong Kong
WHEREAS, the Seller owns all of the issued and outstanding Equity Interests (defined below) of Xing Wei, which in turn owns all of the issued and outstanding Equity Interests of 众效致行教育科技（北京）有限公司 (Zhongxiao Zhixing Education Technology (Beijing) Limited), a limited liability company incorporated under the Laws of the PRC and a wholly-owned subsidiary of Xing Wei (“Zhongxiao”), which in turn owns ten percent (10%) of the issued and outstanding Equity Interests of全美在线（北京）教育科技股份有限公司 (ATA Online (Beijing) Education Technology Co., Ltd.), a company limited by shares incorporated under the Laws of the PRC (“ATA Online”, collectively with ATA Learning (where applicable) and Zhongxiao, the “Acquired Companies” and each, an “Acquired Company”);
SHARE SUBSCRIPTION AGREEMENT Dated as of December 25, 2015 between CHINESEALL EDUCATION GROUP LIMITED (中文在線教育集團有限公司) MA XIAOFENG and JOINGEAR LIMITEDShare Subscription Agreement • March 23rd, 2016 • Ma Kevin Xiaofeng • Services-educational services • Hong Kong
WHEREAS, Mr. Ma holds 6,167 ordinary shares, par value $1.00 each, of the Company (“Ordinary Shares”), which, as of the date hereof represents all of the issued and outstanding share capital of the Company;
LOCK-UP UNDERTAKINGMa Kevin Xiaofeng • December 24th, 2019 • Services-educational services
Kevin Xiaofeng Ma, Able Knight Development Limited and Joingear Limited (together, the “Undertaking Shareholders”) refer to the Subscription Agreement entered into by and among the Company and certain Buyer dated December 15, 2019 (the “Subscription Agreement”). Unless otherwise stated, capitalized terms used in this Undertaking shall have the same meanings as defined in the Subscription Agreement.
SECURITY AGREEMENTSecurity Agreement • November 20th, 2015 • Ma Kevin Xiaofeng • Services-educational services • Hong Kong
22/F , Li Po Chun Chambers, 189 Des Voeux Road, Central, Hong KongLetter Agreement • November 20th, 2015 • Ma Kevin Xiaofeng • Services-educational services • Hong Kong
Dated 16 November 2015 SUPPLEMENTAL AGREEMENT to A Security Agreement dated 9 November 2015 created by JOINGEAR LIMITED as the Chargor in favour of Haitong International Financial Solutions Limited as Counterparty Ref: L-241738Supplemental Agreement • November 20th, 2015 • Ma Kevin Xiaofeng • Services-educational services • Hong Kong
JOINT FILING AGREEMENTJoint Filing Agreement • November 20th, 2015 • Ma Kevin Xiaofeng • Services-educational services
THIS JOINT FILING AGREEMENT is entered into as of November 20, 2015, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the Common shares, par value $0.01 per share, and American Depositary Shares, each representing two Common Shares, of ATA Inc., an exempted company with limited liability existing under the laws of the Cayman Islands, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
