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CUSIP No. 16944W104
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13D/A
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Page
4
of
7
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Explanatory Note
This Amendment No. 8 to the statement on Schedule 13D (
Amendment No.
8
) relates to ordinary shares,
par value $0.0001 per share (the
Ordinary Shares
), and American Depositary Shares, each representing four Ordinary Shares (the
ADSs
, together with the Ordinary Shares, the
Shares
), issued by
China Distance Education Holdings Limited (the
Issuer
).
The Reporting Persons filed the initial statement on Schedule
13D on December 13, 2011 (the
Initial Statement
) that was amended by:
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Amendment No. 1 filed on March 20, 2014 (
Amendment No.
1
),
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Amendment No. 2 filed on January 7, 2015 (
Amendment No.
2
),
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Amendment No. 3 filed on November 30, 2015 (
Amendment No.
3
),
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Amendment No. 4 filed on January 5, 2017 (
Amendment No.
4
),
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Amendment No. 5 filed on April 20, 2017 (
Amendment No.
5
),
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Amendment No. 6 filed on June 25, 2018 (
Amendment No.
6
), and
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Amendment No. 7 filed on August 22, 2018.
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Amendment Nos. 1, 2, 3, 4, 5, 6, 7 and the Initial Statement, taken together, are the
Statement
. Capitalized terms used in
this Amendment No. 8, but not otherwise defined, have the meanings given to them in the Initial Statement or Amendment Nos. 1 through 7, as appropriate.
Amendment No. 8 discloses only information that has changed since the filing of Amendment No. 7, and amends and supplements
disclosures under Items 6, and 7 contained in the Statement, and amends and restates Item 5 of the Statement.
Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Statement is hereby amended and restated in its entirety as follows:
The percentages used herein are based on 133,275,521 outstanding Ordinary Shares as of June 30, 2018, as reported in the Form
6-K
filed on August 16, 2018.
(a) Zhengdong Zhu and Baohong Yin may be deemed to have beneficial
ownership of an aggregate of 52,190,749 Shares, consisting of (i) 44,800,245 ordinary shares and 1,819,336 ADSs, representing 7,277,344 ordinary shares, held by Champion Shine Trading Limited (
CST
), a company wholly owned by
Zhengdong Zhu; (ii) 75,000 ordinary shares held by Baohong Yin; and (iii) 38,160 ordinary shares held by Zhengdong Zhu. Zhengdong Zhu and Baohong Yin are husband and wife. Therefore, Baohong Yin may be deemed to share the voting and dispositive
power over the ordinary shares beneficially held by Zhengdong Zhu and vice versa. Such Shares represented approximately 39.16% of the Ordinary Shares that were deemed to be outstanding for purposes of calculating the beneficial ownership of such
persons under Rule
13d-3(d)(1)
of the Exchange Act.
CST may be deemed to have beneficial
ownership of an aggregate of 52,077,589 Shares, consisting of 44,800,245 ordinary shares and 1,819,336 ADSs, representing 7,277,344 ordinary shares. Such Shares represent approximately 39.08% of the Ordinary Shares that were deemed to be outstanding
for purposes of calculating the beneficial ownership of such persons under Rule
13d-3(d)(1)
of the Exchange Act.
(b) Zhengdong Zhu and Baohong Yin may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to
direct the disposition of an aggregate of 52,190,749 Shares.
CST may be deemed to exercise shared power to vote or to direct the vote and
shared power to dispose or to direct the disposition of an aggregate of 52,077,589 Shares.