[Title of each class Name of each exchange on which registered American Depositary Shares, each representing four ordinary shares, par value $0.0001 per share None None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 127,800,673 ordinary shares ¨ x] [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; 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 light of] [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; 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 light of] [Certification by the Chief Executive Officer Zhengdong Zhu Chief Executive Officer] [Certification by the Chief Financial Officer Ping Wei Chief Financial Officer] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement No. 333-157129 on Form S-8 of our reports dated February 28, 2012, 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] [February 28, 2012 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 7 d305101dex152.htm CONSENT OF JINGTIAN & GONGCHENG] [February 28, 2012 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 8 d305101dex153.htm CONSENT OF AMERICAN APPRAISAL]