[China Distance Education Holdings Limited 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, Peoples Republic of China March 7, 2014 VIA EDGAR AND FACSIMILE 100 F Street N.E. U.S.A. Re: China Distance Education Holdings Limited Registration Statement on Form F-3 Registration No. 333-194058 Ladies and Gentlemen, Rule 461 Securities Act Registration Statement In accordance with Rule]
[SUBJECT TO COMPLETION, DATED FEBRUARY 28, 2014 PRELIMINARY PROSPECTUS 4,000,000 American Depositary Shares China Distance Education Holdings Limited Representing 16,000,000 Ordinary Shares We are offering 1,500,000 American depositary shares, or ADSs, and the selling shareholders identified in this prospectus are offering an additional 2,500,000 ADSs. Each ADS represents four ordinary shares, par value US$0.0001 per ordinary share. We will not] [Consent Of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Amendment No. 1 to the Registration Statement on Form F-3 (No. 333-194058) 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]
[SUBJECT TO COMPLETION, DATED FEBRUARY 28, 2014 PRELIMINARY PROSPECTUS 4,000,000 American Depositary Shares China Distance Education Holdings Limited Representing 16,000,000 Ordinary Shares We are offering 1,500,000 American depositary shares, or ADSs, and the selling shareholders identified in this prospectus are offering an additional 2,500,000 ADSs. Each ADS represents four ordinary shares, par value US$0.0001 per ordinary share. We will not] [Consent Of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Amendment No. 1 to the Registration Statement on Form F-3 (No. 333-194058) 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]
[BRUSSELS CENTURY CITY HONG KONG JAKARTA LONDON LOS ANGELES NEWPORT BEACH NEW YORK SAN FRANCISCO SEOUL SHANGHAI SILICON VALLEY SINGAPORE TOKYO 37th Floor, Yin Tai Centre, Office Tower No. 2 Jianguomenwai Avenue Beijing 100022 TELEPHONE (86) 10-6563-4200 FACSIMILE (86) 10-6563-4201 www.omm.com 0151663-00003 WRITERS DIRECT DIAL (86) 10-6563-4209 WRITERS E-MAIL ADDRESS droberts@omm.com February 27, 2014 VIA EDGAR Mr. Ajay Koduri Division]
[BRUSSELS CENTURY CITY HONG KONG JAKARTA LONDON LOS ANGELES NEWPORT BEACH NEW YORK SAN FRANCISCO SEOUL SHANGHAI SILICON VALLEY SINGAPORE TOKYO 37th Floor, Yin Tai Centre, Office Tower No. 2 Jianguomenwai Avenue Beijing 100022 TELEPHONE (86) 10-6563-4200 FACSIMILE (86) 10-6563-4201 www.omm.com 0151663-00003 WRITERS DIRECT DIAL (86) 10-6563-4209 WRITERS E-MAIL ADDRESS droberts@omm.com February 27, 2014 VIA EDGAR Mr. Ajay Koduri Division]
[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 Peoples 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, Peoples 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]
[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 Peoples 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, Peoples 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]
[China Distance Education Holdings Limited Form 6-K Page 3 4 2 China Distance Education Holdings Limited Ping Wei Chief Financial Officer 3]
[China Distance Education Holdings Limited Form 6-K Page 3 4 2 China Distance Education Holdings Limited Ping Wei Chief Financial Officer 3]
[Form 6-K TABLE OF CONTENTS Page 3 4 2 China Distance Education Holdings Limited Ping Wei Chief Financial Officer 3]
