[Page INTRODUCTION 1 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 31 ITEM 4A. UNRESOLVED STAFF COMMENTS 56 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 56 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 84 ITEM] [CHINA DISTANCE EDUCATION HOLDINGS LIMITED AMENDED AND RESTATED 2008 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN Plan Company The purpose of this China Distance Education Holdings Limited Amended And Restated 2008 Performance Incentive Plan (this “ 2. ELIGIBILITY Securities Act Subsidiary Control 3. PLAN ADMINISTRATION 3.1 The Administrator Administrator 1 comprised solely of one or more directors or such number] [Equity Interests Pledge Agreement ( amended and restated in December 2008 ) This Equity Interests Pledge Agreement was entered into on the day of May 1, 2004 and amended and restated on December 31, 2008 (this amended and restated version of Equity Interests Pledge Agreement in December 2008, hereinafter the “Agreement”) by and between the following parties: Pledgee: Beijing Champion] [Equity Interests Pledge Agreement ( amended and restated in December 2008 ) This Equity Interests Pledge Agreement was entered into on the day of May 1, 2004 and amended and restated on December 31, 2008 (this amended and restated version of Equity Interests Pledge Agreement in December 2008, hereinafter the “Agreement”) by and between the following parties: Pledgee: Beijing Champion] [Certification by the Chief Executive Officer I, Zhengdong Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of China Distance Education Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [Certification by the Chief Financial Officer I, Ping Wei, certify that: 1. I have reviewed this annual report on Form 20-F of China Distance Education Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [Section 906 of the Sarbanes-Oxley Act of 2002 Zhengdong Zhu Chief Executive Officer] [Section 906 of the Sarbanes-Oxley Act of 2002 Ping Wei Chief Financial Officer] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-157129) pertaining to the China Distance Education Holdings Limited Share Incentive Plan and the China Distance Education Holdings Limited 2008 Performance Incentive Plan of China Distance Education Holdings Limited (the “Company”) of our report dated December 10, 2008, with] [March 16, 2009 Company China Distance Education Holdings Limited (the “ 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Ladies and Gentlemen: Sincerely yours, Jingtian & Gongcheng EX-15.2 10 dex152.htm CONSENT OF JINGTIAN & GONGCHENG] [March 16, 2009 China Distance Education Holdings Limited 18/F., Xueyuan International Tower No.1 Zhichun Road, Haidian District Beijing, China 100083 Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED EX-15.3 11 dex153.htm CONSENT OF AMERICAN APPRAISAL]