[Subject to Completion Preliminary Prospectus Dated , 2008 American Depositary Shares China Distance Education Holdings Limited Representing Ordinary Shares This is the initial public offering of our American Depositary Shares, or ADSs. Each ADS represents the right to receive ordinary shares. We have granted the underwriters an option to purchase up to additional ADSs from us at the public offering] [THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS EXEMPTED COMPANY LIMITED BY SHARES AMENDED & RESTATED MEMORANDUM OF ASSOCIATION OF China Distance Education Holdings Limited (adopted by a special resolution dated March 7, 2008) 1. The name of the Company is China Distance Education Holdings Limited. 2. The Registered Office of the Company shall be at the offices of] [EX-4.1 3 dex41.htm FORM OF ORDINARY SHARE CERTIFICATE.] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHINA DISTANCE EDUCATION HOLDINGS LIMITED (adopted by a special resolution passed on [ 1. NAME The name of the Company is China Distance Education Holdings Limited. 2. REGISTERED OFFICE The Registered Office of the Company shall be at the offices of Codan Trust Company] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT Company Depositary W I T N E S S E T H T H A T: WHEREAS WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE ARTICLE I. DEFINITIONS All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated: Affiliate SECTION 1.1 “ Agent SECTION 1.2 “ American Depositary] [[O’MELVENY & MYERS LLP LETTERHEAD] July China Distance Education Holdings Limited 18th Floor, Xueyuan International Tower 1 Zhichun Road Haidian District Beijing 100083, China Re: American Depositary Shares (the “ADSs”), each representing [ ] common shares of China Distance Education Holdings Limited (the “Company”) Ladies and Gentlemen: Respectfully submitted, 2 EX-8.1 6 dex81.htm FORM OF OPINION OF O'MELVENY & MEYERS] [[ ] May 2008 China Distance Education Holdings Limited DIRECT LINE: 2842 9531 18th Floor, XueYuan International Tower E-MAIL: Anna.Chong@conyersdillandpearman.com No.1 ZhiChun Road, HaiDian District OUR REF: AC/al/M872163/#270009 Beijing YOUR REF: China Dear Sirs, China Distance Education Holdings Limited (the “Company”) For the purposes of giving this opinion, we have examined and relied upon copies of the following documents: (i)] [TECHNICAL SUPPORT AND CONSULTANCY SERVICES AGREEMENT This Technical Support and Consulting Services Agreement (the “Agreement”) is entered into as of May 1, 2004 in Beijing, the People’s Republic of China (the “PRC”) between the following two parties: Party A: Beijing Champion Distance Education Technology Co., Ltd., a wholly foreign owned enterprise incorporated in the PRC, with address at Room A-21,] [Equity Interests Pledge Agreement This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of May 1, 2004 by and between the following parties: Pledgee: Beijing Champion Distance Education Technology Co., Ltd. Registered Address: Room A-211, kemao Building, China Agriculture University, No. 2, Tsinghua East Road, Haidian District, Beijing City Fax Number: 010-82386679 Pledgor: Zhu Zheng Dong] [Equity Interests Pledge Agreement This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of May 1, 2004 by and between the following parties: Pledgee: Beijing Champion Distance Education Technology Co., Ltd. Registered Address: Room A-211, kemao Building, China Agriculture University, No. 2, Tsinghua East Road, Haidian District, Beijing City Fax Number: 010-82386679 Pledgor: Yin Bao Hong] [CONTRACT RELATING TO THE EXCLUSIVE PURCHASE RIGHT OF AN EQUITY INTEREST The Contract Relating to the Exclusive Purchase Right of An Equity Interest, dated as of May 9, 2004 (this “Contract”), is made in Beijing by and among: (1) China Distance Education Limited (the “Party A”), a limited liability company incorporated and existing under the laws of Hong Kong; (2)] [CONTRACT RELATING TO THE EXCLUSIVE PURCHASE RIGHT OF AN EQUITY INTEREST The Contract Relating to the Exclusive Purchase Right of An Equity Interest, dated as of May 9, 2004 (this “Contract”), is made in Beijing by and among: (1) China Distance Education Limited (the “Party A”), a limited liability company incorporated and existing under the laws of Hong Kong; (2)] [Agreement for Courseware Royalty-Free Use This Agreement for Courseware Royalty-Free Use (“the Agreement”) is made and entered into this 1st day of August, 2004 in Beijing, the People’s Republic of China (“China”) by and between the Parties as shown below. PARTIES: Party A: Beijing Champion Science and Technology Co. Ltd, Registered Office: Room 106 and 215, Block A, Kemao Building,] [Software Licensing Agreement This Software Licensing Agreement (“the Contract”) is made and entered into this 20th day of May, 2007 in Beijing by and between the Parties as shown below. PARTIES: Licensor: Registered Office: Room 1805, Institute International Building, Number 1, Zhichun Road, Haidian District, Beijing Facsimile: +86 – 10 – 8233 0109 Licensee: Registered Office: Room 1806, Institute International] [Agreement for Courseware Making This Agreement for Courseware Making (“the Agreement”) is made and entered into this 20 th day of May, 2007 in Beijing by and between the Parties as shown below. PARTIES: Party A: Beijing Champion Science and Technology Co. Ltd, a limited liability company duly organized and existing under the laws of the People’s Republic of China] [Beijing Champion Hi-Tech Co., Ltd. To: I hereby further undertake irrevocably that: I shall provide financial support to you in any case of loss regardless of the Request made or not. Yours Faithfully, Beijing Champion Distance Education Technology Co., Ltd. EX-10.9 16 dex109.htm LETTER OF UNDERTAKING] [LETTER OF UNDERTAKING Beijing Champion Distance Education Technology Co., Ltd To: We, Zhu Zhengdong and Yin Baohong, respectively and irrevocably, hereby covenant with and undertake to Champion Technology as at the date hereof that: (a) If, as a shareholder of Beijing Champion Hi-Tech Co., Ltd (“Beijing Champion”), I receive any dividends, interests, other distributions or remnant assets after liquidation from] [STATEMENT I, Zhu Zhengdong, the resident of People’s Republic of China (hereafter “China”) and the ID card number 320102196806142439, am now possessing 79% equity right of Beijing Dongda Zhengbao Science and Technology Co., Ltd (hereafter “S&T Company”). I, as the shareholder of S&T Company, hereby make the following statements about the profit distribution and other affairs: 1. The profit distribution] [STATEMENT I, Yin Baohong, the resident of People’s Republic of China (hereafter “China”) and the ID card number 320102196710242849, am now possessing 21% equity right of Beijing Dongda Zhengbao Science and Technology Co., Ltd (hereafter “S&T Company”). I, as the shareholder of S&T Company, hereby make the following statements about the profit distribution and other affairs: 1. The profit distribution] [LETTER OF AUTHORIZATION I, Zhu Zhengdong, the resident of People’s Republic of China (hereafter “China”) and the ID card number 320102196806142439, am the shareholder who possesses 79% equity right (hereafter “Personal Equity”) of Beijing Dongda Zhengbao Science and Technology Co., Ltd (hereafter “S&T Company”). I hereby, for my Personal Equity, irrevocably authorize the person appointed by Beijing Champion Distance Education] [LETTER OF AUTHORIZATION I, Yin Baohong, the resident of People’s Republic of China (hereafter “China”) and the ID card number 320102196710242849, am the shareholder who possesses 21% equity right (hereafter “Personal Equity”) of Beijing Dongda Zhengbao Science and Technology Co., Ltd (hereafter “S&T Company”). I hereby, for my Personal Equity, irrevocably authorize the person appointed by Beijing Champion Distance Education] [NOTICE TO: Beijing Dongda Zhengbao Science and Technology Co., Ltd, and Mr. Zhu Zhengdong Ms. Yin Baohong According to the letter of authorization issued respectively by Mr. Zhu Zhengdong and Ms. Yin Baohong, the shareholders of Beijing Dongda Zhengbao Science and Technology Co., Ltd, on March 25th, 2008 to our company Beijing Champion Distance Education Technology Co., Ltd (hereafter collectively] [CONFIRMATION TO: China Distance Education Holdings Limited We, Zhu Zhengdong and Yin Baohong, hereby confirm that we should donate the foreign exchange of the value equals to RMB 3,200,000.00 for free to China Distance Education Holdings Limited as of May 1 st , 2004 Zhu Zhengdong Yin Baohong March 25 th , 2008 1] [CONFIRMATION TO: Beijing Champion Distance Education Technology Co., Ltd We, Zhu Zhengdong and Yin Baohong, as the shareholders of Beijing Dongda Zhengbao Science and Technology Co., Ltd (hereafter “S&T Company”), hereby irrevocably make the following confirmation to Beijing Champion Distance Education Technology Co., Ltd (hereafter “Champion Company”) about the equity right of S&T Company we hold: We, hereby confirm that] [SHAREHOLDERS AGREEMENT Agreement Company “CDEL HK” PRC Subsidiary, PRC Subsidiaries PRC PRC LLC PRC Companies PRC Company Champion Shine Empire China ZZD Ordinary Shareholders Ordinary Shareholder Founder Founder Orchid III Orchid Co-Investment Artson Investors Investor Orchid Group Companies Group Company Covenantors Covenantor Parties Party Business Days THIS SHAREHOLDERS AGREEMENT (this “ RECITALS inter alia Prior Agreement (A) The Ordinary Shareholders,] [CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Agreement is made on Party A: Beijing Champion Distance Education Technology Co., Ltd Legal representative: Zhengdong Zhu Party B: ID: Address: WHEREAS: 1. Party A is a professional Hi-tech enterprise engaging in modern remote education and related technologies, in which Confidential Business Information (see below for definition) is the important intangible asset of Party A,] [CHINA DISTANCE EDUCATION HOLDINGS LIMITED SHARE INCENTIVE PLAN PREFACE This Plan is divided into two separate equity programs: (1) the option grant program set forth in Section 5 under which Eligible Persons (as defined in Section 3) may, at the discretion of the Administrator, be granted Options, and (2) the share award program set forth in Section 6 under which] [CHINA DISTANCE EDUCATION HOLDINGS LIMITED 2008 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN Plan Company The purpose of this China Distance Education Holdings Limited 2008 Performance Incentive Plan (this “ 2. ELIGIBILITY “Eligible Person” “Securities Act” “Subsidiary” “Control” “Board” The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that] [Wholly Owned Subsidiaries: - China Distance Education Limited, incorporated in Hong Kong Special Administrative Region - Beijing Champion Distance Education Technology Co., Ltd., incorporated in the People’s Republic of China - Beijing Champion Education Technology Co., Ltd., incorporated in the People’s Republic of China - Caikaowang Company Limited, incorporated in the People’s Republic of China Majority Owned Subsidiary: - Beijing] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 31, 2008 in the Registration Statement and related Prospectus of China Distance Education Holdings Limited dated July 7, 2008. Shenzhen, the People’s Republic of China July 2, 2008 EX-23.1 30 dex231.htm CONSENT] [July 7, 2008 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-23.3 31 dex233.htm CONSENT OF JINGTIAN & GONGCHENG] [American Appraisal China Limited 1506 / Dah Sing Financial Centre 108 Gloucester Road / Wanchai / Hong Kong Tel +852 2511 5200 / Fax +852 2511 9626 Leading / Thinking / Performing July 3, 2008 China Distance Education Holdings Limited 18/F., Xueyuan Guoji Tower No.1 Zhichun Road, Haidian District Beijing, China 100083 Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED] [March 28, 2008 China Distance Education Holdings Limited 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Attention: Mr. Zhengdong Zhu Letter of Authorization to Use Research Data of iResearch in Registration Statement Re: Dear Mr. Zhengdong Zhu: iResearch Registration Statement iResearch Consulting Group (“ This consent will remain in effect from the] [March 28, 2008 China Distance Education Holdings Limited 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Attention: Mr. Zhengdong Zhu Letter of Authorization to Use CCID Research Data in Registration Statement Re: Dear Mr. Zhengdong Zhu: CCID Registration Statement CCID China Market Intelligence Center (“ This consent will remain in effect from] [China Distance Education Holdings Limited 18th Floor, Xueyuan International Tower 1 Zhichun Road Haidian District Beijing 100083, China Subject: Written Consent Re Filing of Registration Statement of China Distance Education Holdings Limited Ladies and Gentlemen: Sincerely yours, Carol Yu Dated: July 2, 2008 EX-23.7 35 dex237.htm CONSENT OF CAROL YU] [CHINA DISTANCE EDUCATION HOLDINGS LIMITED CODE OF BUSINESS CONDUCT AND ETHICS (July Company Code Employee Employees China Distance Education Holdings Limited and its subsidiaries and consolidated affiliated entities (collectively, the “ Application of the Code 1. Code Does Not Constitute an Employment Contract 2. Conflicts of Interest 3. 3.1 Conflicts of Interest Prohibited Board 3.2 Identifying Conflicts of Interest Employee’s] [INGTIAN ONGCHENG J TTORNEYS AT AW A l [ 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 satisfaction, of documents provided to us by the Company and such]