[Title of each class Name of each exchange on which registered American Depositary Shares, each representing four ordinary shares, par value $0.0001 per share None None 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: 136,932,849 ordinary shares ¨ x] [Issuance of Restricted American Depositary Shares Section 3. Cancellation of Restricted American Depositary Shares and Withdrawal of Shares Section 4. Section 5. Until such time as the Depositary has received the Opinion, any Restricted American Depositary Shares issued in connection with a Transaction or on the transfer, split-up or combination thereof shall contain a restrictive legend substantially to the following] [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 Consolidated] [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 March 25, 2011, relating to the consolidated financial statements of China Distance Education Holdings Limited, its subsidiaries and its variable interest entity (collectively, the “Group”) (which report includes an explanatory paragraph relating to] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-157129) pertaining to the China Distance Education Holdings Limited Share Incentive Plan and the China Distance Education Holdings Limited 2008 Performance Incentive Plan of our report dated December 10, 2008, with respect to the consolidated financial statements of China] [March 25, 2011 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-15.3 10 dex153.htm CONSENT OF JINGTIAN & GONGCHENG] [March 25, 2011 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-15.4 11 dex154.htm CONSENT OF AMERICAN APPRAISAL]