UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
China Distance Education Holdings Limited
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
16944W104
(CUSIP Number)
December 31, 2009
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that Section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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
(a) [ ] (b) [ ] N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
Cayman Islands
Number Of Shares
Beneficially Owned
By Each Reporting
Person With:
5. Sole Voting Power
0
6. Shared Voting Power
13,494,910
7. Sole Dispositive Power
0
8. Shared Dispositive Power
13,494,910
9. Aggregate Amount Beneficially Owned By Each Reporting Person
13,494,910
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
N/A
11. Percent of Class Represented by Amount in Row (9)
9.7%*
12. Type of Reporting Person
PN
*Calculated using number of outstanding ordinary shares of
138,765,685 as of September 30, 2009 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange
Commission on November 24, 2009.
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
(a) [ ] (b) [ ] N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
British Virgin Islands
Number Of Shares
Beneficially Owned
By Each Reporting
Person With:
5. Sole Voting Power
0
6. Shared Voting Power
417,439
7. Sole Dispositive Power
0
8. Shared Dispositive Power
417,439
9. Aggregate Amount Beneficially Owned By Each Reporting Person
417,439
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
N/A
11. Percent of Class Represented by Amount in Row (9)
0.3%*
12. Type of Reporting Person
C
*Calculated using number of outstanding ordinary shares of
138,765,685 as of September 30, 2009 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange
Commission on November 24, 2009.
CUSIP NO. 16944W104
1. Name Of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Orchid China Master Fund Limited
2. Check The Appropriate Box if a Member of a Group
(a) [ ] (b) [ ] N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
Cayman Islands
Number Of Shares
Beneficially Owned
By Each Reporting
Person With:
5. Sole Voting Power
0
6. Shared Voting Power
147,364 ADSs
(representing 589,456
shares)**
7. Sole Dispositive Power
0
8. Shared Dispositive Power
147,364 ADSs
(representing 589,456
shares)**
9. Aggregate Amount Beneficially Owned By Each Reporting Person
589,456
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
N/A
11. Percent of Class Represented by Amount in Row (9)
0.4%*
12. Type of Reporting Person
CO
*Calculated using number of outstanding ordinary shares of
138,765,685 as of September 30, 2009 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange
Commission on November 24, 2009.
**Each ADS represents four ordinary shares.
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
(a) [ ] (b) [ ] N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
Cayman Islands
Number Of Shares
Beneficially Owned
By Each Reporting
Person With:
5. Sole Voting Power
0
6. Shared Voting Power
13,494,910
7. Sole Dispositive Power
0
8. Shared Dispositive Power
13,494,910
9. Aggregate Amount Beneficially Owned By Each Reporting Person
13,494,910
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
N/A
11. Percent of Class Represented by Amount in Row (9)
9.7%*
12. Type of Reporting Person
HC
*Calculated using number of outstanding ordinary shares of
138,765,685 as of September 30, 2009 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange
Commission on November 24, 2009.
CUSIP NO. 16944W104
1. Name Of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Orchid Asia Group Management, Ltd.
2. Check The Appropriate Box if a Member of a Group
(a) [ ] (b) [ ] N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
Cayman Islands
Number Of Shares
Beneficially Owned
By Each Reporting
Person With:
5. Sole Voting Power
0
6. Shared Voting Power
13,494,910
7. Sole Dispositive Power
0
8. Shared Dispositive Power
13,494,910
9. Aggregate Amount Beneficially Owned By Each Reporting Person
13,494,910
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
N/A
11. Percent of Class Represented by Amount in Row (9)
9.7%*
12. Type of Reporting Person
HC
*Calculated using number of outstanding ordinary shares of
138,765,685 as of September 30, 2009 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange
Commission on November 24, 2009.
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
(a) [ ] (b) [ ] N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
Cayman Islands
Number Of Shares
Beneficially Owned
By Each Reporting
Person With:
5. Sole Voting Power
0
6. Shared Voting Power
13,494,910
7. Sole Dispositive Power
0
8. Shared Dispositive Power
13,494,910
9. Aggregate Amount Beneficially Owned By Each Reporting Person
13,494,910
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
N/A
11. Percent of Class Represented by Amount in Row (9)
9.7%*
12. Type of Reporting Person
HC
*Calculated using number of outstanding ordinary shares of
138,765,685 as of September 30, 2009 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange
Commission on November 24, 2009.
CUSIP NO. 16944W104
1. Name Of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Orchid China Management (Cayman) Limited
2. Check The Appropriate Box if a Member of a Group
(a) [ ] (b) [ ] N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
Cayman Islands
Number Of Shares
Beneficially Owned
By Each Reporting
Person With:
5. Sole Voting Power
0
6. Shared Voting Power
147,364 ADSs
(representing 589,456
shares)**
7. Sole Dispositive Power
0
8. Shared Dispositive Power
147,364 ADSs
(representing 589,456
shares)**
9. Aggregate Amount Beneficially Owned By Each Reporting Person
589,456
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
N/A
11. Percent of Class Represented by Amount in Row (9)
0.4%*
12. Type of Reporting Person
HC
*Calculated using number of outstanding ordinary shares of
138,765,685 as of September 30, 2009 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange
Commission on November 24, 2009.
**Each ADS represents four ordinary shares.
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
(a) [ ] (b) [ ] N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
British Virgin Islands
Number Of Shares
Beneficially Owned
By Each Reporting
Person With:
5. Sole Voting Power
0
6. Shared Voting Power
16,015,897
7. Sole Dispositive Power
0
8. Shared Dispositive Power
16,015,897
9. Aggregate Amount Beneficially Owned By Each Reporting Person
16,015,897
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
N/A
11. Percent of Class Represented by Amount in Row (9)
11.5%*
12. Type of Reporting Person
HC
*Calculated using number of outstanding ordinary shares of
138,765,685 as of September 30, 2009 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange
Commission on November 24, 2009.
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
(a) [ ] (b) [ ] N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
British Virgin Islands
Number Of Shares
Beneficially Owned
By Each Reporting
Person With:
5. Sole Voting Power
0
6. Shared Voting Power
16,015,897
7. Sole Dispositive Power
0
8. Shared Dispositive Power
16,015,897
9. Aggregate Amount Beneficially Owned By Each Reporting Person
16,015,897
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
N/A
11. Percent of Class Represented by Amount in Row (9)
11.5%*
12. Type of Reporting Person
HC
*Calculated using number of outstanding ordinary shares of
138,765,685 as of September 30, 2009 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange
Commission on November 24, 2009.
CUSIP NO. 16944W104
1. Name Of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Ms. Lam Lai Ming, Veronica
2. Check The Appropriate Box if a Member of a Group
(a) [ ] (b) [ ] N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
Hong Kong
Number Of Shares
Beneficially Owned
By Each Reporting
Person With:
5. Sole Voting Power
0
6. Shared Voting Power
16,015,897
7. Sole Dispositive Power
0
8. Shared Dispositive Power
16,015,897
9. Aggregate Amount Beneficially Owned By Each Reporting Person
16,015,897
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
N/A
11. Percent of Class Represented by Amount in Row (9)
11.5%*
12. Type of Reporting Person
IN
*Calculated using number of outstanding ordinary shares of
138,765,685 as of September 30, 2009 reported in the Issuer's
most recent Form 6-K filed with the U.S. Securities and Exchange
Commission on November 24, 2009.
Item 1.
(a) Name of Issuer:
China Distance Education Holdings Limited
(b) Address of Issuer's Principal Executive Offices:
18th Floor, Xueyuan International Tower
1 Zhichun Road
Haidian District
Beijing 100083, China
Item 2.
(a) Name of Person Filing:
This Schedule 13G is being filed jointly by: (i) Orchid Asia III, L.P.,
a Cayman Islands exempted limited partnership; (ii) Orchid Asia
Co-Investment Limited, a British Virgin Islands company;
(iii) Orchid China Master Fund Limited, a Cayman Islands exempted company;
(iv) OAIII Holdings, L.P., a Cayman Islands exempted limited partnership;
(v) Orchid Asia Group Management, Ltd., a Cayman Islands exempted company;
(vi) Orchid Asia Group, Limited, a Cayman Islands exempted company;
(vii) Orchid China Management (Cayman) Limited, a Cayman Islands
exempted company;
(viii) YM Investment Limited, a British Virgin Islands company;
(ix) Managecorp Limited, a British Virgin Islands company; and
(x) Ms. Lam Lai Ming, Veronica, a citizen of Hong Kong.
(b) Address of Principal Business Offices or, if none, Residence:
The Principal Business Office of Orchid Asia III, L.P.,
Orchid Asia Co-Investment Limited, Orchid China Master Fund Limited,
OAIII Holdings, L.P., Orchid Asia Group Management, Ltd.,
Orchid Asia Group, Limited, Orchid China Management (Cayman) Limited,
YM Investment Limited is Suite 6110, 61st Floor, The Center,
99 Queen's Road, Central, Hong Kong.
The Principal Business Office of Managecorp Limited is
Suite 2302-03, 23/F, Great Eagle Centre, 23 Harbour Road,
Wanchai, Hong Kong.
The Resident address of Ms. Lam Lai Ming, Veronica is
Flat A on 43Floor of South Tower 8, Resident Bel-Air,
Island South, 38 Bel-Air Avenue, Hong Kong.
(c) Citizenship
Please see response to part (a) of this Item 2.
(d) Title of Class of Securities:
Ordinary Shares
(e) CUSIP Number:
16944W104
Item 3. If this statement is filed pursuant to
Sections 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15
of the Securities Exchange Act of 1934 (the "Act").
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940.
(e) [ ] An investment advisor in accordance with
Section 240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940.
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount Beneficially owned:
(i) Orchid Asia III, L.P. 13,494,910
(ii) Orchid Asia Co-Investment Limited 417,439
(iii) Orchid China Master Fund Limited 589,456
(iv) OAIII Holdings, L.P. 13,494,910
(v) Orchid Asia Group Management, Ltd. 13,494,910
(vi) Orchid Asia Group, Limited 13,494,910
(vii) Orchid China Management (Cayman) Limited 589,456
(viii) YM Investment Limited 16,015,897
(ix) Managecorp Limited 16,015,897
(x) Ms. Lam Lai Ming, Veronica 16,015,897
Items (b) and (c): Please see items 1 and 5-11 of the
cover pages to this filing.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
See Exhibit A
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the
control of the issuer of the securities
and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
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: February 10, 2010
ORCHID ASIA III, L.P.
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
ORCHID ASIA CO-INVESTMENT LIMITED
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
ORCHID CHINA MASTER FUND LIMITED
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
OAIII HOLDINGS, L.P.
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
ORCHID ASIA GROUP MANAGEMENT, 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 Signature
ORCHID CHINA MANAGEMENT (CAYMAN) LIMITED
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
MS. LAM LAI MING, VERONICA
/s/ Veronica Lam Lai Ming, as Settlor of The Li 2007 Family Trust
Joint Filing Agreement
The undersigned hereby agree to the joint filing with each other
of a Schedule 13G, and all amendments thereto, with respect to each holding
as to which such a report must be made, and that each such Schedule
and all amendments thereto are made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this
agreement this 10th day of February, 2010.
ORCHID ASIA III, L.P.
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
ORCHID ASIA CO-INVESTMENT LIMITED
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
ORCHID CHINA MASTER FUND LIMITED
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
OAIII HOLDINGS, L.P.
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
ORCHID ASIA GROUP MANAGEMENT, 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 Signature
ORCHID CHINA MANAGEMENT (CAYMAN) LIMITED
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
MS. LAM LAI MING, VERONICA
/s/ Veronica Lam Lai Ming, as Settlor of The Li 2007 Family Trust
EXHIBIT A
Orchid Asia III, L.P., Orchid Asia Co-Investment Limited and
Orchid China Master Fund 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. YM Investment Limited
is 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, Veronica 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. Orchid China Management (Cayman) Limited
serves as investment manager to Orchid China Master Fund Limited, which is
in turn majority owned by YM Investment Limited.
Orchid Asia III, L.P. beneficially owns 13,494,910 ordinary shares.
Orchid Asia Co-Investment Limited beneficially owns 417,439 ordinary shares.
Orchid China Master Fund Limited beneficially owns
147,364 ADSs (representing 589,456 shares).
OAIII Holdings, L.P. is the general partner of Orchid Asia III, L.P.
and thus may be deemed to share the power to vote and dispose or direct
the disposition of such ordinary shares held by Orchid Asia III, L.P.
Orchid Asia Group Management, Ltd. is the general partner of
OAIII Holdings, L.P. and thus may be deemed to share the power to vote
and dispose or direct the disposition of such ordinary shares held by
Orchid Asia III, L.P.
Orchid Asia Group, Limited wholly-owns Orchid Asia Group Management Ltd.
and thus may be deemed to share the power to vote and dispose or
direct the disposition of such ordinary shares held by Orchid Asia
III, L.P.
Orchid China Management (Cayman) Limited serves as investment manager
to Orchid China Master Fund Limited and thus may be deemed to share the
power to vote and dispose or direct the disposition of 147,364
ADSs (representing 589,456 shares) held by Orchid China Master Fund Limited.
YM Investment Limited beneficially owns 378,523 ADSs
(representing 1,514,092 shares). Furthermore, as described
further in Exhibit A, YM investment Limited is controlling
shareholder of Orchid Asia Group, Limited, Orchid Asia Co-Investment
Limited and Orchid China Management (Cayman) Limited and thus may be
deemed to share the power to vote and dispose or direct the
disposition of the 14,501,805 ordinary shares.
As described further in Exhibit A, Managecorp Limited serves
as trustee to The Li 2007 Family Trust, which wholly-owns YM Investment
Limited. As such, Managecorp Limited may be deemed to share the
power to vote and dispose or direct the disposition of 16,015,897
ordinary shares.
As described further in Exhibit A, Ms. Lam Lai Ming, Veronica
is the settler of The Li 2007 Family Trust, which wholly-owns
YM Investment Limited. As such, Ms. Lam Lai Ming may be deemed to
share the power to vote and dispose or direct the disposition of
16,015,897 ordinary shares.
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