[Execution Copy SECURITIES PURCHASE AGREEMENT Agreement This Securities Purchase Agreement (this “ (1) Bertelsmann Asia Investments AG BAI (2) Champion Shine Trading Limited CST (3) Champion Education Holdings Limited CEH Purchasers Party Parties (BAI, on the one hand, and the Purchasers, on the other hand, shall be individually referred to as a “ RECITALS WHEREAS Shares Company ADSs WHEREAS Zhu] [] [Execution Copy DEED OF SHARE CHARGE Deed Champion Shine Champion Shine Trading Limited, a business company incorporated and existing under the laws of the British Virgin Islands with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“ Champion Education Champion Education Holdings Limited, a business company incorporated and existing under the laws] [] [Joint Filing Agreement This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall together constitute the same agreement. Executed this 13th day of December, 2011. BERTELSMANN AG BERTELSMANN ASIA INVESTMENTS AG] [SCHEDULE 13D/A CHINA DISTANCE EDUCATION HOLDINGS LIMITED ORDINARY SHARES** AMERICAN DEPOSITARY SHARES 16944W104*** Wang Zhi 18 th Floor, Xueyuan International Tower copies to: Jenny Liu, Esq. Sheppard Mullin Richter & Hampton LLP December 8, 2011 If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and]