SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
SCHEDULE 13D
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)
Suite 6211-12, 62nd Floor, The Center,
99 Queen's Road, Central, Hong Kong
Attention: Gabriel Li
Telephone: +852 2115-8810
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 11, 2015
(Date of Event which Requires Filing of this Statement)
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 is filing this schedule because of ?? 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ?.
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 240.13d-7 for other parties to whom copies are to be
sent.
*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 on 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)
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 IslandsNumber of Shares Beneficially Owned by Each
Reporting Person With(7)SOLE VOTING POWER
None(8)SHARED VOTING POWER
23,515,460(9)SOLE DISPOSITIVE POWER
None(10)SHARED DISPOSITIVE POWER
23,515,460(11)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
23,515,460(12)CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
?(13)PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.29% (based on 144,348,785 shares outstanding on December 31,
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 IslandsNumber of Shares Beneficially Owned by Each
Reporting Person With(7)SOLE VOTING POWER
None(8)SHARED VOTING POWER
23,515,460*(9)SOLE DISPOSITIVE POWER
None(10)SHARED DISPOSITIVE POWER
23,515,460*(11)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
23,515,460*(12)CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
?(13)PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.29% (based on 144,348,785 shares outstanding on December 31,
2014)(14)TYPE OF REPORTING PERSON
HC_______________
* Represents 23,515,460 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 KongNumber of Shares Beneficially Owned by Each Reporting
Person With(7)SOLE VOTING POWER
None(8)SHARED VOTING POWER
23,515,460*(9)SOLE DISPOSITIVE POWER
None(10)SHARED DISPOSITIVE POWER
23,515,460*(11)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
23,515,460*(12)CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
?(13)PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.29% (based on 144,348,785 shares outstanding on December 31,
2014)(14)TYPE OF REPORTING PERSON
IN_______________
* Represents 23,515,460 ordinary shares held in the form of ADS
by YM Investment Limited.
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement")
relates to the Schedule 13D amendment previous filed on November
24, 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) YM Investment Limited, a British Virgin Islands company;
(ii) Managecorp Limited, a British Virgin Islands company; and
(ii) 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 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) YM Investment Limited 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.
(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 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 November 24, 2014, the
following transactions were undertaken by the Reporting Persons:
Between November 2014 to February 2015, YM Investment Limited
acquired an aggregate of 5,837,212 Ordinary Shares in the form of
1,459,303 ADSs on the open market at price range of $15.0 to $16.0
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
144,348,785 shares outstanding on December 31, 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 23,515,460 ordinary
shares, which constitutes approximately 16.29% 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: February 11, 2015
YM Investment LimitedBy:/s/ Gabriel LiName:Gabriel LiTitle:Director
Managecorp LimitedBy:/s/ Ronnie SummersName:Ronnie SummersTitle:Authorized
Signatory
By:/s/ Lam Lai MingName:Lam Lai Ming Title:Settlor of The Li 2007
Family Trust
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