CUSIP No. 16944W104
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Orchid Asia III, L.P.
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) []
(b) []
(3)
SEC USE ONLY
(4)
SOURCE OF FUNDS
OO
(5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)[][]
(6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
SOLE VOTING POWER
None
(8)
SHARED VOTING POWER
None
(9)
SOLE DISPOSITIVE POWER
None
(10)
SHARED DISPOSITIVE POWER
None
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[]
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
(14)
TYPE OF REPORTING PERSON
PN
CUSIP No. 16944W104
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Orchid Asia Co-Investment Limited
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) []
(b) []
(3)
SEC USE ONLY
(4)
SOURCE OF FUNDS
OO
(5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)[][]
(6)
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
SOLE VOTING POWER
None
(8)
SHARED VOTING POWER
None
(9)
SOLE DISPOSITIVE POWER
None
(10)
SHARED DISPOSITIVE POWER
None
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[]
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
(14)
TYPE OF REPORTING PERSON
CO
[]
CUSIP No. 16944W104
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
OAIII Holdings, L.P.
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) []
(b) []
(3)
SEC USE ONLY
(4)
SOURCE OF FUNDS
N/A
(5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)[][]
(6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
SOLE VOTING POWER
None
(8)
SHARED VOTING POWER
None
(9)
SOLE DISPOSITIVE POWER
None
(10)
SHARED DISPOSITIVE POWER
None
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[]
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
(14)
TYPE OF REPORTING PERSON
HC
[]
CUSIP No. 16944W104
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Orchid Asia Group Management, Limited
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) []
(b) []
(3)
SEC USE ONLY
(4)
SOURCE OF FUNDS
N/A
(5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)[][]
(6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
SOLE VOTING POWER
None
(8)
SHARED VOTING POWER
None
(9)
SOLE DISPOSITIVE POWER
None
(10)
SHARED DISPOSITIVE POWER
None
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[]
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
(14)
TYPE OF REPORTING PERSON
HC
[]
CUSIP No. 16944W104
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Orchid Asia Group, Limited
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) []
(b) []
(3)
SEC USE ONLY
(4)
SOURCE OF FUNDS
N/A
(5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)[][]
(6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
SOLE VOTING POWER
None
(8)
SHARED VOTING POWER
None
(9)
SOLE DISPOSITIVE POWER
None
(10)
SHARED DISPOSITIVE POWER
None
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[]
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
(14)
TYPE OF REPORTING PERSON
HC
[]
CUSIP No. 16944W104
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
YM Investment Limited
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) []
(b) []
(3)
SEC USE ONLY
(4)
SOURCE OF FUNDS
N/A
(5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)[][]
(6)
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
SOLE VOTING POWER
None
(8)
SHARED VOTING POWER
17,678,248
(9)
SOLE DISPOSITIVE POWER
None
(10)
SHARED DISPOSITIVE POWER
17,678,248
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,678,248
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[]
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.38% (based on 142,747,045 shares outstanding on June 30, 2014))
(14)
TYPE OF REPORTING PERSON
HC
[]
CUSIP No. 16944W104
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Managecorp Limited
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) []
(b) []
(3)
SEC USE ONLY
(4)
SOURCE OF FUNDS
N/A
(5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)[][]
(6)
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
SOLE VOTING POWER
None
(8)
SHARED VOTING POWER
17,678,248*
(9)
SOLE DISPOSITIVE POWER
None
(10)
SHARED DISPOSITIVE POWER
17,678,248*
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,678,248*
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[]
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.38% (based on 142,747,045 shares outstanding on June 30, 2014))
(14)
TYPE OF REPORTING PERSON
HC
_______________
* Represents 17,678,248 ordinary shares held in the form of
ADS by YM Investment Limited.
CUSIP No. 16944W104
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Lam Lai Ming
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) []
(b) []
(3)
SEC USE ONLY
(4)
SOURCE OF FUNDS
N/A
(5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)[][]
(6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
(7)
SOLE VOTING POWER
None
(8)
SHARED VOTING POWER
17,678,248*
(9)
SOLE DISPOSITIVE POWER
None
(10)
SHARED DISPOSITIVE POWER
17,678,248*
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,678,248*
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[]
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.38% (based on 142,747,045 shares outstanding on June 30, 2014))
(14)
TYPE OF REPORTING PERSON
IN
_______________
* Represents 17,678,248 ordinary shares held in the form of ADS by
YM Investment Limited.
Item 1. Security and Issuer.
This constitutes Amendment No. 1 to the Statement on Schedule 13D
(this "Statement")
filed on September 2, 2014 with respect to the ordinary shares
of China Distance
Education Holdings Limited (the "Issuer"), whose principal
executive offices are
located at 18th Floor, Xueyuan International Tower, 1 Zhichun Road,
Haidian District, Beijing 100083, China.
Item 2. Identify and Background.
(a) This is being jointly filed by the following persons
(collectively, the "Reporting Persons" and each a "Reporting
Person"):
(i) Orchid Asia III, L.P., a Cayman Islands exempted limited partnership;
(ii) Orchid Asia Co-Investment Limited, a British Virgin Islands company;
(iii) OAIII Holdings, L.P., a Cayman Islands exempted limited partnership;
(iv) Orchid Asia Group Management, Ltd., a Cayman Islands exempted company;
(v) Orchid Asia Group, Limited, a Cayman Islands exempted company;
(vi) YM Investment Limited, a British Virgin Islands company;
(viii) Managecorp Limited, a British Virgin Islands company; and
(viii) Ms. Lam Lai Ming, a citizen of Hong Kong.
The Reporting Persons may be deemed to constitute a "group" for
purposes of Section 13(d)(3) of the Act. This Statement not be
construed as an admission that the Reporting Persons are a group,
or have agreed to act as a group.
Each Reporting Person expressly disclaims beneficial ownership in
the securities reported herein except to the extent such Reporting
Person actually exercises voting or dispositive power with
respect to such securities.
(b) Residence or Business Address:
The principal business office of Orchid Asia III, L.P., Orchid Asia
Co-Investment Limited, OAIII Holdings, L.P.,
Orchid Asia Group Management, Ltd.,
Orchid Asia Group, Limited, YM Investment Limited is:
Suite 6211-12, 62nd Floor
The Center
99 Queen's Road
Central, Hong Kong
The principal business office of Managecorp Limited is:
Portcullis TrustNet Chambers
P.O. Box 3444, Road Town
Tortola, British Virgin Islands
The residential address of Ms. Lam Lai Ming is:
Flat A on 43 Floor of South Tower 8,
Resident Bel-Air, Island South, 3
8 Bel-Air Avenue, Hong Kong
(c) Orchid Asia III, L.P. and Orchid Asia Co-Investment Limited are part of
Orchid Asia Group, Limited, an investment complex that focuses on
companies in Asia and China in particular. OAIII Holdings, L.P. is
the general partner of Orchid Asia III, L.P. Orchid Asia Group
Management Ltd. is the general partner of OAIII Holdings, L.P.
which is in turn a wholly-owned subsidiary of
Orchid Asia Group, Limited. Orchid Asia Group Management, Limited, is also the
investment manager of Orchid Asia III, L.P.
YM Investment Limited is the controlling shareholder of Orchid Asia
Group, Limited, and is wholly-owned by The Li 2007 Family Trust.
The Li 2007 Family Trust is a revocable trust established under the
laws of the British Virgin Islands with Ms. Lam Lai Ming as the settlor,
Managecorp as trustee and Ms. Lam Lai Ming
and her family members the beneficiaries. YM Investment Limited is
also controlling shareholder of Orchid Asia Co-Investment Limited.
(d) None of the Reporting Persons have, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) None of the of the Reporting Persons have, during the last five
years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) The place of organization of Orchid Asia III, L.P., OAIII Holdings, L.P.
Orchid Asia Group Management, Limited, and Orchid Asia Group, Limited is
Cayman Islands.The place of organization of Orchid Asia Co-Investment Limited,
YM Investment Limited
and Managecorp Limited is the British Virgin Islands. The citizenship of
Ms. Lam Lai Ming is Hong Kong.
Item 3. Source and Amount of Funds or Other Considerations.
Since the filing of the Schedule 13D on September 2, 2014, the following
transactions were undertaken by the Reporting Persons:
On November 3, 2014, all 3,373,728 American Depositary Shares,
each representing four
ordinary share of the Issuer, held by Orchid Asia III, L.P. were
distributed in kind
to its partners. As of the date hereof, Orchid Asia III, L.P. does not
own any shares of the Issuer.
On November 3, 2014, all 104,360 American Depositary Shares, each
representing four
ordinary share of the Issuer, held by Orchid Asia Co-Investment Limited,
were distributed
in kind to its shareholders. As of the date hereof, Orchid Asia
Co-Investment Limited
does not own any shares of the Issuer.Between September 2014 to
November 2014, YM
Investment Limited acquired an aggregate of 2,228,444 Ordinary
Shares in the form of
557,111 ADSs on the open market at price range of $14.0 to $14.3
per ADSs from cash on hand.
Item 4. Purpose of Transaction.
The Reporting Persons intend to review its investment on a regular
basis, which review
may be based on various factors, including the Issuer's business
and financial
condition, results of operations and prospects, general economic
and industry
conditions, the securities markets in general and those for the
Issuer's securities
in particular, as well as other developments and other investment
opportunities.
Accordingly, each Reporting Person reserves the right to change its
intentions, as it deems appropriate, and may at any time and from
time to time,
either alone or as part of a group, (i) acquire additional securities
of the Issuer,
through open market purchases, privately negotiated transactions
or otherwise,
(ii) dispose of all or a portion of the securities of the Issuer
owned by it in
the open market, in privately negotiated transactions or
otherwise, or (iii)
take any other available course of action which could involve one or
more of the types
of transactions or have one or more of the results that relate to or
would result
in any of the actions required to be reported herein.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or
proposals that relate to or would result in any of the actions described
in subparagraphs
(a) through (j) of Item 4 of Schedule 13D. The Reporting Persons do,
however, reserve the
right in the future to adopt such plans or proposals subject to
compliance with
applicable regulatory requirements.
Item 5. Interest in Securities of Issuer.
(a) Each of the Reporting Persons' current ownership in the securities
of the Issuer is
set forth on the cover pages to this Statement and is incorporated by
reference herein.
The ownership percentage appearing on such pages has been calculated
based on
142,747,045 shares outstanding on June 30, 2014. The information set
forth and/or
incorporated by reference in Items 2 is hereby incorporated by
reference into this Item 6.
Each of YM Investment Limited, Managecorp Limited and Lam Lai Ming,
may be deemed
to own an aggregate of 70,712,992 ordinary shares, which constitutes
approximately
12.38% of the Issuer's outstanding shares, calculated in accordance with
Rule 13d-3 under the Act.
(b) The number of ordinary shares as to which each of the Reporting
Persons has
sole or shared power to vote, direct the vote, dispose or direct the
disposition
are as set forth in rows seven through ten of the cover pages hereof.
The information
set forth in Item 2 is hereby incorporated by reference into this Item 5(b).
(c) Except as set forth in Item 3 above, the Reporting Persons have
not effected
any transaction in the ordinary shares of the Issuer during the past 60 days.
(d) Under certain circumstances set forth in the amended and restated
articles of
memorandum and association of each of YM Investment Limited and
Managecorp Limited,
the partners, shareholders or beneficiaries of each of such entities,
as applicable,
may be deemed to have the right to receive dividends from, or the
proceeds from,
the sale of the ordinary shares of the Issuer owned by each such entity of
which they are a shareholder or beneficiary.
(e) Not applicable.
Item 6. Contracts, Arrangement, Understandings or Relationship With
Respect to
Securities of the Issuer.
The information set forth and/or incorporated by reference in Items
2, 3, 4 and 5 is hereby incorporated by reference into
this Item 6.
Item 7. Material to Be Filed as Exhibits.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: November 24, 2014
Orchid Asia III, L.P.
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Authorized Signatory
OAIII Holdings, L.P.
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Authorized Signatory
Orchid Asia Group Management, Limited
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
Orchid Asia Co-Investment Limited
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
Orchid Asia Group, Limited
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
YM Investment Limited
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
Managecorp Limited
By:
/s/ Ronnie Summers
Name:
Ronnie Summers
Title:
Authorized Signatory
By:
/s/ Lam Lai Ming
Name:
Lam Lai Ming
Title:
Settlor of The Li 2007 Family Trust
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HKI-297010v2
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