If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
CUSIP No. 16944W104
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13D/A
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Page 1 of 8
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1
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Names of reporting persons
Zhengdong Zhu
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2
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Check the appropriate box if a member of a group
(a) ☐ (b) ☒
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3
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SEC use only
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4
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Source of funds (see instructions)
OO
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5
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Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e)
☐
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6
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Citizenship or place of organization
People’s Republic of China
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power
0
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8
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Shared voting power
53,119,0171
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9
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Sole dispositive power
0
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10
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Shared dispositive power
53,119,0171
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11
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Aggregate amount beneficially owned by each reporting person
53,119,0171
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12
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Check box if the aggregate amount in Row (11) excludes certain
shares (see instructions)
☐
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13
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Percent of class represented by amount in Row (11)
38.84%2
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14
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Type of reporting person (see instructions)
IN
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_______________________
1 Consists of (i) 44,800,245 ordinary shares and
1,988,093 ADSs representing 7,952,372 ordinary shares held by Champion Shine Trading Limited, (ii) 16,250 ADSs, representing 65,000
ordinary shares, held by Baohong Yin and (iii) 75,350 ADSs, representing 301,400 ordinary shares held by Zhengdong Zhu. Champion
Shine Trading Limited is a British Virgin Islands company whose sole shareholder is Zhengdong Zhu. Zhengdong Zhu and Baohong Yin
are husband and wife. Therefore, Zhengdong Zhu may be deemed to share the voting and dispositive power over the ordinary shares
held by Baohong Yin.
2 Percentage calculated based on 136,747,601 ordinary shares outstanding as of December 1, 2020,
as provided by China Distance Education Holdings Limited (the “Issuer”).
CUSIP No. 16944W104
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13D/A
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Page 2 of 8
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1
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Names of reporting persons
Baohong Yin
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2
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Check the appropriate box if a member of a group
(a) ☐ (b) ☒
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3
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SEC use only
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4
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Source of funds (see instructions)
OO
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5
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Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e)
☐
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6
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Citizenship or place of organization
People’s Republic of China
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power
0
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8
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Shared voting power
53,119,0173
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9
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Sole dispositive power
0
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10
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Shared dispositive power
53,119,0173
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11
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Aggregate amount beneficially owned by each reporting person
53,119,0173
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12
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Check box if the aggregate amount in Row (11) excludes certain
shares (see instructions)
☐
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13
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Percent of class represented by amount in Row (11)
38.84%4
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14
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Type of reporting person (see instructions)
IN
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_____________________
1 Consists of (i) 44,800,245 ordinary shares and
1,988,093 ADSs representing 7,952,372 ordinary shares held by Champion Shine Trading Limited, (ii) 16,250 ADSs, representing 65,000
ordinary shares, held by Baohong Yin and (iii) 75,350 ADSs, representing 301,400 ordinary shares held by Zhengdong Zhu. Champion
Shine Trading Limited is a British Virgin Islands company whose sole shareholder is 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
held by Zhengdong Zhu.
4 Percentage calculated based on 136,747,601 ordinary shares outstanding as of December 1, 2020, as provided by the Issuer.
CUSIP No. 16944W104
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13D/A
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Page 3 of 8
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1
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Names of reporting persons
Champion Shine Trading Limited
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2
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Check the appropriate box if a member of a group
(a) ☐ (b) ☒
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3
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SEC use only
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4
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Source of funds (see instructions)
OO
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5
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Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e)
☐
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6
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Citizenship or place of organization
British Virgin Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power
0
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8
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Shared voting power
52,752,6175
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9
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Sole dispositive power
0
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10
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Shared dispositive power
52,752,6175
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11
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Aggregate amount beneficially owned by each reporting person
52,752,6175
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12
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Check box if the aggregate amount in Row (11) excludes certain
shares (see instructions)
☐
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13
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Percent of class represented by amount in Row (11)
38.58%6
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14
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Type of reporting person (see instructions)
CO
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______________________
5 Consists of 44,800,245 ordinary shares and 1,988,093
ADSs representing 7,952,372 ordinary shares held by Champion Shine Trading Limited, a British Virgin Islands company whose sole
shareholder and sole director is Zhengdong Zhu.
6 Percentage calculated based on 136,747,601 ordinary
shares outstanding as of December 1, 2020, as provided by the Issuer.
CUSIP No. 16944W104
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13D/A
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Page 4 of 8
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Explanatory Note
This Amendment No. 13 to the statement on Schedule 13D
(“Amendment No. 13”) relates to ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
and American Depositary Shares, each representing four Ordinary Shares (the “ADSs”, and together with the Ordinary
Shares, the “Shares”), issued by 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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•
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Amendment No. 1 filed on March 20, 2014 (“Amendment No. 1”),
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•
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Amendment No. 2 filed on January 7, 2015 (“Amendment No. 2”),
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•
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Amendment No. 3 filed on November 30, 2015 (“Amendment No. 3”),
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•
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Amendment No. 4 filed on January 5, 2017 (“Amendment No. 4”),
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•
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Amendment No. 5 filed on April 20, 2017 (“Amendment No. 5”),
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•
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Amendment No. 6 filed on June 25, 2018 (“Amendment No. 6”),
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•
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Amendment No. 7 filed on August 22, 2018 (“Amendment No. 7”),
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Amendment No. 8 filed on November 9, 2018 (“Amendment No. 8”),
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•
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Amendment No. 9 filed on December 27, 2018 (“Amendment No. 9”),
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Amendment No. 10 filed on July 3, 2019 (“Amendment No. 10”),
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Amendment No. 11 filed on June 9, 2020 (“Amendment No. 11”), and
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Amendment No. 12 filed on June 9, 2020 (“Amendment No. 12”).
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Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and the
Initial Statement, taken together, are the “Statement”. Capitalized terms used in this Amendment No. 13,
but not otherwise defined, have the meanings given to them in the Initial Statement or Amendment Nos. 1 through 12, as appropriate.
Except as provided herein, Amendment No. 13 does not modify
any of the information previously reported on the Statement.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Statement is hereby supplemented by inserting
the following after the last paragraph thereof:
“In connection with the transactions described in Item
4 below, it is anticipated that, the Investors (as defined below) intend to fund the Merger (as defined below) through a combination
of (i) equity financing provided by the Equity Sponsors (as defined below) in an aggregate amount equal to US$10,000,000 in cash
pursuant to the Equity Commitment Letters (as defined below), (ii) rollover financing comprised of the Rollover Shares (as defined
below) and (iii) debt financing provided by China Merchants Bank Co., Ltd. (“China
Merchants Bank”) pursuant to a commitment letter, dated as of November 30, 2020
(the “Debt Commitment Letter”), by and between Parent and
China Merchants Bank.
The information set forth in Item 4 are incorporated herein
by reference in its entirety.”
CUSIP No. 16944W104
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13D/A
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Page 5 of 8
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Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby supplemented by inserting
the following after the last paragraph thereof:
“On December 1, 2020, the Issuer
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Champion Distance Education
Investments Limited (“Parent”) and China Distance Learning Investments Limited (“Merger Sub”),
a wholly-owned subsidiary of Parent. Subject to the terms and conditions of the Merger Agreement, at the effective time of the
Merger, Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer continuing as the surviving
company and a wholly-owned subsidiary of Parent, each of the Ordinary Shares issued and outstanding immediately prior to the effective
time of the Merger will be cancelled in exchange for the right to receive US$2.45 per Ordinary Share, and each of the ADSs issued
and outstanding immediately prior to the effective time of the Merger will be cancelled in exchange for the right to receive US$9.80
per ADS, in each case, in cash, without interest, except for (i) Ordinary Shares (including Ordinary Shares represented by
ADSs) held by Parent, the Issuer or any of their direct or indirect subsidiaries, (ii) certain Ordinary Shares (including Ordinary
Shares represented by ADSs) owned by Zhengdong Zhu, Baohong Yin, Champion Shine Trading Limited, Zhangxing Wang, Qi Wang, Home
Value Holding Co., Ltd. and Jetlong Investments Limited (such shareholders, the “Rollover Shareholders”, and
such shares, the “Rollover Shares”), (iii) Ordinary Shares held by the depositary of the Issuer’s
ADS program and reserved for issuance and allocation pursuant to the Issuer’s share incentive plans and (iv) Ordinary
Shares owned by holders who have validly exercised and not withdrawn or lost their rights to dissent from the Merger pursuant to
Section 238 of the Companies Law of the Cayman Islands, which Ordinary Shares will be cancelled at the effective time of the
Merger for the right to receive the fair value of such Ordinary Shares determined in accordance with the provisions of Section 238
of the Companies Law of the Cayman Islands. Immediately prior to the effective time of the Merger, the Rollover Shares will be
cancelled for no cash consideration, and the Rollover Shareholders will subscribe for or otherwise receive newly issued shares
of Parent. Consummation of the Merger is subject to the satisfaction or waiver of various conditions set forth in the Merger Agreement,
including obtaining the requisite approval of the Issuer’s shareholders.
Concurrently with the execution of
the Merger Agreement, the Rollover Shareholders (together with their respective beneficial owners), the Issuer, Parent and Xiaoshu
Chen executed a support agreement (the “Support Agreement”), pursuant to which, each of the Rollover Shareholders
has agreed to, subject to the terms and conditions set forth therein and among other obligations, (i) the cancellation of
the Rollover Shares held by such Rollover Shareholders for no consideration, (ii) subscribe for newly issued ordinary shares
of Parent immediately prior to the closing of the Merger and (iii) vote in favor of authorization and approval of the Merger
Agreement and the transactions contemplated by the Merger Agreement (the “Transactions”), including the Merger.
Concurrently with the execution of
the Merger Agreement, Baohong Yin and Zhengdong Zhu executed a limited guarantee in favor of the Issuer with respect to certain
obligations of Parent under the Merger Agreement (the “Limited Guarantee”), guaranteeing certain of Parent’s
and Merger Sub’s obligations under the Merger Agreement.
Concurrently with the execution of
the Merger Agreement, Zhengdong Zhu, Baohong Yin, Champion Shine Trading Limited, Zhangxing Wang, Qi Wang, Home Value Holding Co.,
Ltd., Yue Zhao, Jingdong Liu, Sinvo Limited, Xiaoshu Chen, Jetlong Investments Limited,
Tao Long, Double Prestige Limited, Plenty Source Limited (each, a “Investor”, and collectively, the “Investors”),
Parent and Merger Sub entered into an interim investors agreement (the “Interim Investors Agreement”), which
would govern, among other matters, the actions of Parent and Merger Sub and the relationship among the Investors with respect to
the Merger Agreement and the Transactions.
Concurrently with the execution of
the Merger Agreement, Yue Zhao, Jingdong Liu, Sinvo Limited and Parent entered into an equity commitment letter (the “Sinvo
Equity Commitment Letter”), pursuant to which such parties committed to invest US$5,000,000 in aggregate in cash as equity
financing in connection with the Merger.
Concurrently with the execution of the Merger Agreement,
Tao Long, Double Prestige Limited, Plenty Source Limited (collectively with Yue Zhao, Jingdong Liu and Sinvo Limited, the
“Equity Sponsors”) and Parent entered into an equity commitment letter (the “Long Equity
Commitment Letter”, collectively with the Sinvo Equity Commitment Letter, the “Equity Commitment
Letters”), pursuant to which Tao Long, Double Prestige Limited and Plenty Source Limited committed
to invest US$5,000,000 in aggregate in cash as equity financing in connection with the Merger.
CUSIP No. 16944W104
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13D/A
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Page 6 of 8
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Prior to the execution of the Merger
Agreement, Parent and China Merchants Bank entered into the Debt Commitment Letter, pursuant
to which, subject to the terms and conditioned contained therein, China Merchant Banks committed to provide a senior secured term
loan facility in an aggregate principal amount of up to US$200,000,000 to (i) fund in part the purchase price for the Merger; (ii)
pay related fees and expenses of the Merger; and (iii) refinance the existing margin
loan borrowed by Champion Shine Trading Limited.
References to each of the Merger Agreement,
the Support Agreement, the Limited Guarantee, the Interim Investors Agreement, the Equity Commitment Letters and the Debt Commitment
Letter in this Amendment No. 13 are qualified in their entirety by reference to such above-mentioned documents, as applicable,
which are attached hereto as exhibits and incorporated herein by reference as if set forth in their entirety herein.
If the Merger is completed, the Issuer’s ADSs would be
delisted from the New York Stock Exchange, and the Issuer’s obligation to file periodic reports under the Securities Exchange
Act of 1934 (the “Exchange Act”), would terminate. In addition, consummation of the Transactions could result
in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition
of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the board of directors
of the Issuer (as the surviving company in the Merger), and a change in the Issuer’s memorandum and articles of association
to reflect that the Issuer would become a privately held company.”
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement is hereby supplemented by inserting
the following after the last paragraph thereof:
“Because of the arrangements in the Interim Investors
Agreement and the Support Agreement, the parties to such agreements may be deemed to have formed a “group”
for purposes of Section 13(d)(3) of the Exchange Act. Except as otherwise stated herein, neither the filing of this Amendment No.
13 nor any of its contents, however, shall be deemed to constitute an admission by the reporting persons that any of them is the
beneficial owner of any of the Ordinary Shares beneficially owned in the aggregate by any other Investors for purposes of Section
13(d) of the Exchange Act or for any other purpose, and such beneficial ownership
is expressly disclaimed.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 of the Statement is hereby amended and supplemented
by adding the following:
“The information
set forth in Items 3, 4 and 5 of this Amendment No. 13 are incorporated herein by reference in their entirety.”
Item 7.
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Material to Be Filed as Exhibits
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Exhibit 99.1
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Agreement and Plan of Merger, dated December 1, 2020
by and among China Distance Education Holdings Limited, Champion Distance Education Investments Limited and China Distance Learning
Investments Limited (incorporated by reference to Exhibit 99.2 to the Form 6-K filed by the Issuer on December 1, 2020).
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Exhibit 99.2
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Support Agreement, dated December 1, 2020 by and among
China Distance Education Holdings Limited (solely with respect to Section 5.6 and Section 5.9 thereof), Champion Distance
Education Investments Limited, Zhengdong Zhu, Baohong Yin, Champion Shine Trading Limited, Zhangxing Wang, Qi Wang, Home Value
Holding Co., Ltd., Xiaoshu Chen and Jetlong Investments Limited.
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CUSIP No. 16944W104
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13D/A
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Page 7 of 8
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Exhibit 99.3
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Limited Guarantee, dated December 1, 2020 by and among
Baohong Yin, Zhengdong Zhu and China Distance Education Holdings Limited.
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Exhibit 99.4
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Interim Investors Agreement, dated December 1, 2020 by
and among Zhengdong Zhu, Baohong Yin, Champion Shine Trading Limited, Zhangxing Wang, Qi Wang, Home Value Holding Co., Ltd., Yue
Zhao, Jingdong Liu, Sinvo Limited, Xiaoshu Chen, Jetlong Investments Limited, Tao
Long, Double Prestige Limited, Plenty Source Limited, Champion Distance Education Investments Limited and China Distance Learning
Investments Limited.
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Exhibit 99.5
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Equity Commitment Letter, dated December 1, 2020 by and
among Yue Zhao, Jingdong Liu, Sinvo Limited and Champion Distance Education Investments Limited.
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Exhibit 99.6
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Equity Commitment Letter, dated December 1, 2020 by and
among Tao Long, Double Prestige Limited, Plenty Source Limited and Champion Distance Education Investments Limited.
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Exhibit 99.7
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Debt Commitment Letter, dated November 30, 2020 by and
between China Merchants Bank Co., Ltd. and Champion Distance Education Investments
Limited.
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CUSIP No. 16944W104
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13D/A
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Page 8 of 8
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 2, 2020
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Zhengdong Zhu
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/s/ Zhengdong Zhu
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Baohong Yin
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/s/ Baohong Yin
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Champion Shine Trading Limited
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By:
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/s/ Zhengdong Zhu
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Name:
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Zhengdong Zhu
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Title:
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Sole Director
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