DL China Distance Education Holdings Limited

Explanatory Note

This Amendment No. 4 to the statement on Schedule 13D (“ Amendment No. 4 ”) relates to ordinary shares, par value $0.0001 per share (the “ Ordinary Shares ”), and American Depositary Shares, each representing four Ordinary Shares (the “ ADSs ”, together with the Ordinary Shares, the “ Shares ”), issued by China Distance Education Holdings Limited (the “ Issuer ”).

The Reporting Persons filed the initial statement on Schedule 13D on December 13, 2011 (the “ Initial Statement ”) that was amended by:

Capitalized terms used in this Amendment No. 4, but not otherwise defined, have the meanings given to them in the Initial Statement.

Amendment No. 4:

Item 4 of the Statement is hereby amended and supplemented by adding the following:

“The disclosures under Items 5(c) and 6 of Amendment No. 4 is incorporated into Item 4 of the Statement by this reference.

On June 30, 2015 Zhu and CST entered into a Rule 10b5-1 trading plan (the “ Trading Plan ”) with Morgan Stanley Smith Barney LLC (“ MSSB ”) that has been amended and extended from time to time for the purpose of selling ADSs. As of January 5, 2017, 1,303,890 ADSs have been sold through the Trading Plan and further sales of ADSs may be made through the Trading Plan.

Further, except as disclosed in this Statement and Amendment No. 4, none of the Reporting Persons have any present plans or proposals that relate to, or would result in, any of the events or transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons intend to review their investment in the Issuer on a regular basis and, as a result of such review, may determine at any time or from time to time, either alone or as part of a group, to acquire or dispose of additional securities of the Issuer or take any other course of action which may involve one or more of the events or transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D or have the results described in those subparagraphs.

Notwithstanding anything in this Statement and Amendment No. 4 to the contrary, each Reporting Person specifically reserves the right to change its intention with respect to any and all matters disclosed or referenced herein. In reaching any decision with respect to any course of action, each Reporting Person expects it would take into consideration a variety of factors including, but not limited to, the Issuer’s business and prospects, other business opportunities available to the Reporting Person, changes in applicable laws and regulations, general economic conditions, worldwide money and equity market conditions (including the market price of the securities of the Issuer), tax considerations, and any other factors deemed relevant.”

Item 5 of the Statement is hereby amended and restated by the following:

“(a)

Per the Issuer’s Form 6-K furnished on November 30, 2016, 131,729,773 Ordinary Shares are outstanding as of September 30, 2016. As of January 5, 2017, the Reporting Persons may be deemed to have beneficial ownership of the following aggregate Ordinary Shares and percentage of outstanding Ordinary Shares.

(b)

No Reporting Person has the sole power to vote, or direct the vote, or sole power to dispose, or direct the disposition of, the securities of the Issuer. Each Reporting Person has the shared power to vote, or to direct the vote, or shared power to dispose, or direct the disposition of, the following securities of the Issuer listed below.

Other than for purposes of Rule 13d-3, the foregoing statements will not be deemed to constitute an admission by each Reporting Person that the Reporting Person is the beneficial owner of any securities disclosed herein, and such beneficial ownership is expressly disclaimed.

(c)

Due to a restructuring of the structure of Zhengdong Zhu’s holding vehicles, CEH transferred to CST 20,000,000 Ordinary Shares on August 3, 2016 and 26,396,800 Ordinary Shares on September 23, 2016, as a result of which CEH ceased to hold, and to be a beneficial owner of, any Shares in the Issuer.

As noted above, Zhu and CST entered into the Trading Plan and the sales below were made pursuant to the Trading Plan in open market transactions. A total of 102,531 ADSs (which are equivalent to 410,124 Ordinary Shares) were sold by Zhu and/or CST for an aggregate net amount of US$1,308,830 during the past 60 days. Below is a table of the sales.

The Reporting Persons undertake to provide upon request by the staff of the Commission full information regarding the above sales.

Except as set forth in Item 6 and this Item 5(c) of this Amendment, none of the Reporting Persons has effected any transactions in the Shares during the past 60 days.

(d)

None.

(e)

On September 23, 2016, CEH ceased to be the beneficial owner of more than five percent of the Ordinary Shares as a result of the share transfers disclosed above.”

Item 6 of the Statement is hereby amended and supplemented by adding the following:

“On November 21, 2016, CST and Capitallink Spring Limited, a company incorporated under the laws of the British Virgin Islands (“ Spring Limited ”), executed a Charge over Shares in China Distance Education Holdings Limited (the “ Share Charge ”). Pursuant to the Share Charge, CST has pledged 9,396,800 Ordinary Shares (the “ Pledged Shares ”), or 7.1% of the Issuer’s outstanding share capital (assuming 131,720,773 Ordinary Shares outstanding). If the market value of the Pledged Shares falls below a certain amount then CST will pledge further supplemental Ordinary Shares (the “ Supplemental Shares ”) as set forth in the Share Charge (the Pledged Shares and Supplemental Shares are referred to as the “ Charged Shares ”).

Under the Share Charge, the Charged Shares serve as security for the payment and discharge of the obligations of either Zhengdong Zhu or CST to either Spring Limited or Zhengbao Investment (defined below) under or in connection with the transactions contemplated by an Investment Cooperation Agreement dated November 21, 2016, as amended (the “ Investment Agreement ”), among Zhengdong Zhu, Jiaxing Capitallink Zhengbao Investment LLP, a limited partnership organized under the laws of the PRC (“ Zhengbao Investment ”), and other parties thereto.

Under the Investment Agreement, Zhengdong Zhu has certain payment obligations to Zhengbao Investment such that Zhengdong Zhu serves as a surety for certain payment obligations to Zhengbao Investment’s limited partners or affiliates, and the performance of these surety obligations by Zhengdong Zhu is secured by the Share Charge. In addition, under the Investment Agreement, CST provides a joint liability guarantee for all of Zhengdong Zhu’s obligations under the Investment Agreement. CST’s guarantee will be effective until the later of (i) two years after all of Zhendong Zhu’s obligations under the Investment Agreement are fulfilled and (ii) the longest term as permitted by law.

Share Charge . Upon Spring Limited and Zhengbao Investment being satisfied that the aforementioned payment obligations are performed, Spring Limited will release the security interest provided by the Share Charge. If an event of default, as defined in the Share Charge, occurs then CST is required to take all actions to transfer legal title to the Charged Shares to a receiver designated by Spring Limited. Events of default under the Share Charge include, but are not limited to, Zhengdong Zhu committing material breaches under the Investment Agreement such that it materially and adversely impacts Zhengdong Zhu’s ability to perform his obligations under the Investment Agreement, the Issuer becoming dissolved, or the Issuer becoming involved in its voluntary or involuntary bankruptcy. After an event of default, Spring Limited may exercise voting rights and other rights associated with the Charged Shares.

The description of the Share Charge as disclosed above and herein is not intended to be complete and is qualified in its entirety to the Share Charge filed as Exhibit 1 and incorporated herein by reference.”

Item 7 of the Statement is hereby amended and supplemented by adding the following:

SIGNATURES

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 : January 5, 2017