DL [China Distance Education] SC 13D:
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[18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, Peoples Republic of China 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 ¨ x ¨ x x ¨ x ¨ ¨ Large accelerated filer x Accelerated filer Non-accelerated filer ¨] [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 EX-13.1 4 d806863dex131.htm EX-13.1] [Certification by the Chief Financial Officer Ping Wei Chief Financial Officer EX-13.2 5 d806863dex132.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statement No. 333-157129 on Form S-8 of our reports dated January 26, 2015 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] [January 26, 2015 Company China Distance Education Holdings Limited (the 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, Peoples Republic of China Ladies and Gentlemen: Sincerely yours, Jingtian & Gongcheng EX-15.2 7 d806863dex152.htm EX-15.2]
[December 24, 2014 Bertelsmann Asia Investments AG Attn: Rose-Marie Mülli, Bertelsmann Asia Investments AG RE: Extension of Promissory Note dated December 7, 2011 Dear Ms. Mülli: Letter Agreement Effective Date Note CST CEH Makers Holder (a) the Promissory Note dated December 7, 2011 (the Company ADS Transaction Documents The purpose of this Letter Agreement is to: (a) extend the] [AMENDMENT NO. 1 TO PROMISSORY NOTE Amendment Note CST Makers Holder 1. In the first paragraph of the Note, the Maturity Date (as defined in the Note) shall be extended from November 29, 2014 to November 29, 2015. 2. In the second paragraph of the Note, the sentence [t]his Note is non-interest bearing shall be deleted and replaced with the] [AMENDMENT NO. 1 TO DEED Amendment Effective Date Deed Champion Shine Chargors Makers Secured Party BAI Holder ADSs Stock Certificates Transfer Instructions Conversion Instructions (a) The definition of Charged Shares in Section 1.1 of the Deed shall be amended to include 48,805,569 Shares originally charged to the Secured Party (which, following the conversion, shall be represented by 12,201,392 American Depository] [AMENDMENT NO. 1 TO LETTER AGREEMENT DATED OCTOBER 26, 2011 Amendment Effective Date 2011 Letter Zhu Yin Shareholders BAI Holder Secured Party ADSs Stock Certificates Transfer Instructions Conversion Instructions 1. The definition of Charged Shares in Section 1.1 of the Deed (as defined in the 2011 Letter) shall be amended to include 48,805,569 Shares originally charged to BAI (which, following] [CUSIP No. 16944W104 1. Names of Reporting Persons. Zhengdong Zhu 2. Check the Appropriate Box if a Member of a Group (See Instructions) ¨ x (a) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. ¨]
[December 24, 2014 Bertelsmann Asia Investments AG Attn: Rose-Marie Mülli, Bertelsmann Asia Investments AG RE: Extension of Promissory Note dated December 7, 2011 Dear Ms. Mülli: Letter Agreement Effective Date Note CST CEH Makers Holder (a) the Promissory Note dated December 7, 2011 (the Company ADS Transaction Documents The purpose of this Letter Agreement is to: (a) extend the] [AMENDMENT NO. 1 TO PROMISSORY NOTE Amendment Note CST Makers Holder 1. In the first paragraph of the Note, the Maturity Date (as defined in the Note) shall be extended from November 29, 2014 to November 29, 2015. 2. In the second paragraph of the Note, the sentence [t]his Note is non-interest bearing shall be deleted and replaced with the] [AMENDMENT NO. 1 TO DEED Amendment Effective Date Deed Champion Shine Chargors Makers Secured Party BAI Holder ADSs Stock Certificates Transfer Instructions Conversion Instructions (a) The definition of Charged Shares in Section 1.1 of the Deed shall be amended to include 48,805,569 Shares originally charged to the Secured Party (which, following the conversion, shall be represented by 12,201,392 American Depository] [AMENDMENT NO. 1 TO LETTER AGREEMENT DATED OCTOBER 26, 2011 Amendment Effective Date 2011 Letter Zhu Yin Shareholders BAI Holder Secured Party ADSs Stock Certificates Transfer Instructions Conversion Instructions 1. The definition of Charged Shares in Section 1.1 of the Deed (as defined in the 2011 Letter) shall be amended to include 48,805,569 Shares originally charged to BAI (which, following] [CUSIP No. 16944W104 1. Names of Reporting Persons. Zhengdong Zhu 2. Check the Appropriate Box if a Member of a Group (See Instructions) ¨ x (a) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. ¨]
[*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be]
[*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be]
[China Distance Education Holdings Limited Form 6-K 3 4 2 China Distance Education Holdings Limited Ping Wei Chief Financial Officer]
[Form 6-K TABLE OF CONTENTS Page 3 4 2 China Distance Education Holdings Limited Ping Wei Chief Financial Officer]