[PROSPECTUS SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED JULY 29, 2008 8,750,000 American Depositary Shares China Distance Education Holdings Limited Representing 35,000,000 Ordinary Shares This is the initial public offering of our American Depositary Shares, or ADSs. Each ADS represents the right to receive four ordinary shares. We have granted the underwriters an option to purchase up to 1,312,500 additional ADSs] [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 Amendment No. 5 to Registration Statement (Form F-1 No. 333-152167) and related Prospectus of China Distance Education Holdings Limited dated July 29, 2008. Shenzhen, the People’s Republic of]