[SUBJECT TO COMPLETION, DATED FEBRUARY , 2014 PRELIMINARY PROSPECTUS American Depositary Shares China Distance Education Holdings Limited Representing Ordinary Shares We are offering American depositary shares, or ADSs, and the selling shareholders identified in this prospectus are offering an additional ADSs. Each ADS represents four ordinary shares, par value US$0.0001 per ordinary share. We will not receive any proceeds from] [21 February, 2014 China Distance Education Holdings Limited 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083 People’s Republic of China DIRECT LINE: E-MAIL OUR REF: YOUR REF: 852 2842 9531 Anna.Chong@conyersdill.com AC/al/#5279482 (M#879152) Dear Sirs, China Distance Education Holdings Limited (the “Company”) F-3, Commission Registration Statement Securities Act Ordinary Shares We have acted as special legal] [February 21, 2014 China Distance Education Holdings Limited 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Re: American Depositary Shares (the “ADSs”), each representing four ordinary shares of China Distance Education Holdings Limited (the “Company”) Ladies and Gentlemen: Respectfully submitted, EX-8.1 3 d678659dex81.htm EX-8.1] [34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China Telephone: (86-10) 5809-1000 Facsimile: (86-10) 5809-1100 February 21, 2014 To: China Distance Education Holdings Limited 18th Floor, Xueyuan International Tower 1 Zhichun Road. Haidian District Beijing 100083, China Ladies and Gentlemen, In rendering this opinion, we have examined the originals, or copies certified or otherwise identified to our] [Consent Of Independent Registered Public Accounting Firm We consent to the incorporation by reference in this Registration Statement on Form F-3 of our reports dated December 27, 2013, relating to the consolidated financial statements of China Distance Education Holdings Limited, its subsidiaries, its variable interest entity and the subsidiaries of its variable interest entity (collectively, the “Group”) and the financial]