[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]

[] [China Distance Education Holdings Limited (a Cayman Islands exempted limited liability company) 8,750,000 American Depositary Shares Representing 35,000,000 Ordinary Shares ($0.0001 par value) and an option to purchase from the Company up to 5,250,000 additional Ordinary Shares to cover over-allotment Underwriting Agreement New York, New York — July [ Citigroup Global Markets Inc. 388 Greenwich Street New York, New York]

[PROSPECTUS SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED JULY 15, 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] [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] [14 July 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/#274222 (M#872163) Beijing, China 100083 YOUR REF: Dear Sirs, China Distance Education Holdings Limited (the “Company”) Shares Registration Statement We have acted as special Cayman legal counsel to the Company in connection with] [[O’MELVENY & MYERS LLP LETTERHEAD] July 14, 2008 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 four ordinary shares of China Distance Education Holdings Limited (the “Company”) Ladies and Gentlemen: Respectfully submitted, 2 EX-8.1 4 dex81.htm OPINION OF O'MELVENY & MEYERS LLP] [14 July 2008 China Distance Education Holdings Limited 18th Floor, XueYuan International Tower No.1 ZhiChun Road, HaiDian District Beijing China DIRECT LINE: E-MAIL: OUR REF: YOUR REF: 2842 9531 Anna.Chong@conyersdillandpearman.com AC/al/M872163/#274297 Dear Sirs, China Distance Education Holdings Limited (the “Company”) Shares Prospectus Registration Statement We have acted as special Cayman legal counsel to the Company in connection with an initial] [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. 1 to Registration Statement (Form F-1 No. 333-152167) and related Prospectus of China Distance Education Holdings Limited dated July 15, 2008. Shenzhen, the People’s Republic of]