[Page INTRODUCTION 1 1 PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 34 ITEM 4A. UNRESOLVED STAFF COMMENTS 60 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 60 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 82 ITEM] [Exclusive Business Cooperation Agreement Agreement PRC This Exclusive Business Cooperation Agreement (this “ Party A: Address: Room 1810, 18/F, 1 Zhichun Road, Haidian District, Beijing Party B: Address: Room 303A, 3/F, 1 Zhichun Road, Haidian District, Beijing Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and collectively as the “Parties”. Whereas, 1.] [Equity Pledge Agreement This Equity Pledge Agreement (this “Agreement”) is executed by and among the following parties on December 28, 2015 in Beijing, the People’s Republic of China (the “PRC”): Party A : (hereinafter “Pledgee”) Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd., a wholly foreign owned enterprise incorporated and existing under the laws of the PRC with its address] [Exclusive Option Agreement Agreement PRC This Exclusive Option Agreement (this “ Party A: Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd., a wholly foreign owned enterprise, incorporated and existing under the laws of the PRC, with its address at Room 1810, 18/F, 1 Zhichun Road, Haidian District, Beijing; Party B: Zhengdong Zhu, a PRC citizen with PRC Identification No.: 320102196806142439] [Power of Attorney 79 Domestic Company WFOE My Shareholding I, Zhengdong Zhu, a PRC citizen with PRC Identification Card No.: 320102196806142439, and a holder of WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to 1) attend shareholders’ meetings of Domestic Company;] [Power of Attorney 21 Domestic Company WFOE My Shareholding I, Baohong Yin, a PRC citizen with PRC Identification Card No.: 320102196710242849, and a holder of WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to 1) attend shareholders’ meetings of Domestic Company;] [LETTER OF UNDERTAKING Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd. To: We, Zhu Zhengdong and Yin Baohong, respectively and irrevocably, hereby covenant with and undertake to Zhongxi Healthcare Education as at the date hereof that: (a) If, as a shareholder of Beijing Champion Healthcare Education Technology Co., Ltd. (“Champion Healthcare Education”), I receive any dividends, interests, other distributions or] [Beijing Champion Healthcare Education Technology Co., Ltd. To: I refer to the Exclusive Business Cooperation Agreement (the “Agreement”) entered into by and between us as of December 28, 2015. According to Article 2.5 of the Agreement, I, Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd., shall provide you financial support, if any operating loss or critical operation adversity occurs in] [Tri-party Agreement re VIE Structure This Tri-party Agreement (“Agreement”) is entered into as of December 28, 2015 in Beijing by and among the following parties: (1) Party A: Beijing Zhongxi Champion Healthcare 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] [Spouse Consent Transaction Documents Domestic Company (1) WFOE The Equity Pledge Agreement entered into by and among Baohong Yin, Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd. (“ (2) The Exclusive Option Agreement entered into by and among Baohong Yin, WFOE, Domestic Company and other relevant party on the date of this consent letter; (3) The Power of Attorney executed] [Spouse Consent Transaction Documents Domestic Company (1) WFOE The Equity Pledge Agreement entered into by and among Zhengdong Zhu, Beijing Zhongxi Champion Healthcare Education Technology Co., Ltd. (“ (2) The Exclusive Option Agreement entered into by and among Zhengdong Zhu, WFOE, Domestic Company and other relevant party on the date of this consent letter; (3) The Power of Attorney executed] [Wholly Owned Subsidiaries: Place of Incorporation 1. China Healthcare Investment Limited British Virgin Islands 2. DL Education Service, LLC U.S. 3. China Distance Education Ltd. Hong Kong 4. China Healthcare Education Limited Hong Kong 5. Practice Enterprises Network China International Links Ltd. Hong Kong 6. Beijing Champion Distance Education Technology Co., Ltd. PRC 7. Beijing Champion Education Technology Co., Ltd.] [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 Officers We, Mark Marostica and Philip Chan, 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,] [Certification by the Chief Executive Officer Zhengdong Zhu Chief Executive Officer EX-13.1 15 d29700dex131.htm EX-13.1] [Certification by the Co-Chief Financial Officers Mark Marostica Co-Chief Financial Officer Philip Chan Co-Chief Financial Officer EX-13.2 16 d29700dex132.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statement No. 333-157129 on Form S-8 of our reports dated January 27, 2016 relating to the consolidated financial statements and financial statement schedule of China Distance Education Holdings Limited, its subsidiaries, variable interest entity and the subsidiaries of its variable interest entity (collectively, the] [January 27, 2016 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 18 d29700dex152.htm EX-15.2]