[Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 134,386,849 ordinary shares ¨ x ¨ x x ¨ x ¨ ¨ Large accelerated filer x Accelerated filer ¨ Non-accelerated filer x U.S. GAAP ¨ International Financial Reporting Standards as issued] [CHINA DISTANCE EDUCATION HOLDINGS LIMITED AMENDED AND RESTATED 2008 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN Plan Company The purpose of this China Distance Education Holdings Limited Amended And Restated 2008 Performance Incentive Plan (this “ 2. ELIGIBILITY Eligible Person Securities Act Subsidiary Control The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan] [Tri-party Agreement re VIE Structure This Tri-party Agreement (“Agreement”) is entered into as of January 30, 2013 in Beijing by and among the following parties: (1) Party A: Beijing Champion Distance Education Technology Co., Ltd, a wholly foreign-owned enterprise legally incorporated in Beijing and duly exists under the laws of the People’s Republic of China (“PRC”, for purpose of this] [Tri-party Agreement re VIE Structure This Tri-party Agreement (“Agreement”) is entered into as of January 30, 2013 in Beijing by and among the following parties: (1) Party A: Beijing Champion Distance Education Technology Co., Ltd, a wholly foreign-owned enterprise legally incorporated in Beijing and duly exists under the laws of the People’s Republic of China (“PRC”, for purpose of this] [SPOUSAL CONSENT LETTER I, Zhengdong Zhu (ID Card No.: 320102196806142439), as the lawful spouse of Baohong Yin (ID Card No.: 320102196710242849), hereby unconditionally agree that, the disposition of the equity interests in Beijing Champion Hi-tech Co., Ltd. which are owned by and registered in the name of my spouse will be in accordance with the Exclusive Purchase Rights Agreement dated] [SPOUSAL CONSENT LETTER I, Baohong Yin (ID Card No.: 320102196710242849), as the lawful spouse of Zhengdong Zhu (ID Card No.: 320102196806142439), hereby unconditionally agree that, the disposition of the equity interests in Beijing Champion Hi-tech Co., Ltd. which are owned by and registered in the name of my spouse will be in accordance with the Exclusive Purchase Rights Agreement dated] [Wholly Owned Subsidiaries: • • China Distance Education Limited, incorporated in Hong Kong Special Administrative Region • Practice Enterprises Network China International Links 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] [Certification by the Chief Executive Officer I, Zhengdong Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of China Distance Education Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [Certification by the Chief Financial Officer I, Ping Wei, certify that: 1. I have reviewed this annual report on Form 20-F of China Distance Education Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [Certification by the Chief Executive Officer Zhengdong Zhu Chief Executive Officer] [Certification by the Chief Financial Officer Ping Wei Chief Financial Officer] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement No. 333-157129 on Form S-8 of our reports dated January 31, 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”) (which] [January 31, 2013 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-15.2 13 d424838dex152.htm CONSENT OF JINGTIAN & GONGCHENG] [January 31, 2013 China Distance Education Holdings Limited 18/F., Xueyuan International Tower No.1 Zhichun Road, Haidian District Beijing, China 100083 Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED EX-15.3 14 d424838dex153.htm CONSENT OF AMERICAN APPRAISAL]