Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

 

 

China Distance Education Holdings Limited

(Name of Issuer)

Ordinary Shares, $0.0001 par value per share**

American Depositary Shares

(Title of Class of Securities)

16944W104***

(CUSIP Number)

Zhengdong Zhu

18th Floor, Xueyuan International Tower

1 Zhichun Road, Haidian District

Beijing 100083, Peoples Republic of China

Telephone: +86-10-8231-9999

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

 

Ning Zhang Morgan, Lewis & Bockius, LLP Beijing Kerry Centre South Tower, Suite 823 No. 1 Guang Hua Road, Chaoyang District, Beijing 100020, China		David A. Sirignano Morgan, Lewis & Bockius, LLP 1111 Pennsylvania Avenue, N.W. Washington, D.C. 20004 United States of America

November 8, 2018

(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.  ☐

 

*	The remainder of this cover page shall be filled out for a reporting persons 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.

**	Not for trading, but in connection with the registration of American Depositary Shares, each representing four ordinary shares.

***	CUSIP number of the American Depositary Shares.

 

 

 

CUSIP No. 16944W104		13D/A		Page 1 of 7

 

1		Names of reporting persons   Zhengdong Zhu
2		Check the appropriate box if a member of a group (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)  ☐
6		Citizenship or place of organization   Peoples Republic of China
Number of shares beneficially owned by each reporting person with				7		Sole voting power   0
				8		Shared voting power   52,190,749
				9		Sole dispositive power   0
				10		Shared dispositive power   52,190,749
11		Aggregate amount beneficially owned by each reporting person   52,190,749
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐
13		Percent of class represented by amount in Row (11)   39.16%
14		Type of reporting person (see instructions)   IN

 

CUSIP No. 16944W104		13D/A		Page 2 of 7

 

1		Names of reporting persons   Baohong Yin
2		Check the appropriate box if a member of a group (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)  ☐
6		Citizenship or place of organization   Peoples Republic of China
Number of shares beneficially owned by each reporting person with				7		Sole voting power   0
				8		Shared voting power   52,190,749
				9		Sole dispositive power   0
				10		Shared dispositive power   52,190,749
11		Aggregate amount beneficially owned by each reporting person   52,190,749
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐
13		Percent of class represented by amount in Row (11)   39.16%
14		Type of reporting person (see instructions)   IN

 

CUSIP No. 16944W104		13D/A		Page 3 of 7

 

1		Names of reporting persons   Champion Shine Trading Limited
2		Check the appropriate box if a member of a group (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   0
				8		Shared voting power   52,077,589
				9		Sole dispositive power   0
				10		Shared dispositive power   52,077,589
11		Aggregate amount beneficially owned by each reporting person   52,077,589
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)  ☐
13		Percent of class represented by amount in Row (11)   39.08%
14		Type of reporting person (see instructions)   CO

 

CUSIP No. 16944W104		13D/A		Page 4 of 7

 

Explanatory Note

This Amendment No. 8 to the statement on Schedule 13D (Amendment No. 8) 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:

 

Amendment No. 1 filed on March 20, 2014 (Amendment No. 1),

 

Amendment No. 2 filed on January 7, 2015 (Amendment No. 2),

 

Amendment No. 3 filed on November 30, 2015 (Amendment No. 3),

 

Amendment No. 4 filed on January 5, 2017 (Amendment No. 4),

 

Amendment No. 5 filed on April 20, 2017 (Amendment No. 5),

 

Amendment No. 6 filed on June 25, 2018 (Amendment No. 6), and

 

Amendment No. 7 filed on August 22, 2018.

Amendment Nos. 1, 2, 3, 4, 5, 6, 7 and the Initial Statement, taken together, are the Statement. Capitalized terms used in this Amendment No. 8, but not otherwise defined, have the meanings given to them in the Initial Statement or Amendment Nos. 1 through 7, as appropriate.

Amendment No. 8 discloses only information that has changed since the filing of Amendment No. 7, and amends and supplements disclosures under Items 6, and 7 contained in the Statement, and amends and restates Item 5 of the Statement.

 

Item 5.

Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

The percentages used herein are based on 133,275,521 outstanding Ordinary Shares as of June 30, 2018, as reported in the Form 6-K filed on August 16, 2018.

(a) Zhengdong Zhu and Baohong Yin may be deemed to have beneficial ownership of an aggregate of 52,190,749 Shares, consisting of (i) 44,800,245 ordinary shares and 1,819,336 ADSs, representing 7,277,344 ordinary shares, held by Champion Shine Trading Limited (CST), a company wholly owned by Zhengdong Zhu; (ii) 75,000 ordinary shares held by Baohong Yin; and (iii) 38,160 ordinary shares held by Zhengdong Zhu. Zhengdong Zhu and Baohong Yin are husband and wife. Therefore, Baohong Yin may be deemed to share the voting and dispositive power over the ordinary shares beneficially held by Zhengdong Zhu and vice versa. Such Shares represented approximately 39.16% of the Ordinary Shares that were deemed to be outstanding for purposes of calculating the beneficial ownership of such persons under Rule 13d-3(d)(1) of the Exchange Act.

CST may be deemed to have beneficial ownership of an aggregate of 52,077,589 Shares, consisting of 44,800,245 ordinary shares and 1,819,336 ADSs, representing 7,277,344 ordinary shares. Such Shares represent approximately 39.08% of the Ordinary Shares that were deemed to be outstanding for purposes of calculating the beneficial ownership of such persons under Rule 13d-3(d)(1) of the Exchange Act.

(b) Zhengdong Zhu and Baohong Yin may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 52,190,749 Shares.

CST may be deemed to exercise shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 52,077,589 Shares.

CUSIP No. 16944W104		13D/A		Page 5 of 7

 

(c) CST has utilized part of the loan described in Item 3 of Amendment No. 6 to purchase the following ADSs:

 

Date		No. of ADSs				Per Stock Price (USD)				Net Amount (USD)
11/07/2018			6,141				7.3586				45,625.53
11/06/2018			6,141				7.5808				46,990.06
11/05/2018			1,153				7.6810				8,943.40
11/02/2018			6,417				7.9629				51,553.62
11/01/2018			4,917				7.7069				38,245.52
10/31/2018			3,111				7.3690				23,149.23
10/30/2018			40				7.2500				299.30
10/29/2018			100				7.1900				732.50
10/26/2018			5,992				7.3193				44,283.19
10/25/2018			300				7.2700				2,208.50
10/24/2018			5,519				7.1809				40,024.22
10/23/2018			5,600				7.5186				42,502.66
10/19/2018			4,149				7.9951				33,468.60
10/18/2018			4,567				8.0012				36,867.67
10/16/2018			4,944				7.9455				39,635.13
10/15/2018			1,594				7.8801				12,678.96
10/12/2018			6,156				7.9485				49,368.39
10/11/2018			600				7.7917				4,723.52
10/10/2018			5,752				7.8508				45,566.94
10/09/2018			5,599				7.8235				44,202.21
10/08/2018			5,732				7.8095				45,171.79
10/05/2018			7,507				7.8753				59,651.87
10/04/2018			5,956				8.0759				48,523.48
10/03/2018			1,097				8.1220				8,993.12
10/02/2018			5,044				8.1727				41,582.68
10/01/2018			4,924				8.3151				41,294.73
09/28/2018			6,336				8.2189				52,461.61
09/27/2018			8,309				8.0199				67,142.39
09/26/2018			1,361				8.1140				11,131.31
09/25/2018			5,817				8.1051				47,502.89
09/24/2018			2,700				8.1076				22,072.52
09/21/2018			7,481				8.0150				60,490.39
09/20/2018			7,113				8.0944				58,079.88
09/19/2018			7,481				7.8869				59,532.07
09/18/2018			7,481				7.9749				60,190.40
09/17/2018			7,481				8.2368				62,149.67
09/14/2018			7,038				8.7521				62,096.44
09/13/2018			7,038				9.4968				67,337.64
09/12/2018			7,038				9.6704				68,559.44
09/11/2018			7,038				9.6318				68,287.77
09/10/2018			6,149				9.4023				58,251.67
09/07/2018			5,673				9.2771				53,089.33
09/06/2018			5,673				9.1060				52,118.68
09/05/2018			5,673				9.2860				53,139.82
09/04/2018			5,072				9.1159				46,648.10
08/31/2018			4,792				9.2072				44,510.76
08/30/2018			3,664				9.0870				33,594.39
08/29/2018			100				8.7400				903.20
08/29/2018			4,692				9.0872				43,012.50
08/28/2018			4,792				8.8595				42,844.58
08/27/2018			4,646				8.7851				41,179.21
08/24/2018			3,771				8.7862				33,512.00
08/23/2018			3,771				8.7603				33,413.24
08/22/2018			3,371				8.6517				29,542.19

(d) - (e) Not applicable.

CUSIP No. 16944W104		13D/A		Page 6 of 7

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

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

On November 8, 2018, the Reporting Persons and Alpha entered into a supplemental agreement to the Loan Agreement described in Amendment No. 6 to this Schedule 13D (the Supplemental Agreement). The Supplemental Agreement amended the Loan Agreement to allow for the use of the unused portion of the loan described in Amendment No. 6 to this Schedule 13D to include the repayment of debt owed by Zhengdong Zhu to Beijing Xinyuan Zhitong Technology Co., Ltd., and the payment of various associated costs.

The Supplemental Agreement contemplates the immediate release of the unused portion of the loan described in Amendment No. 6 to this Schedule 13D upon certain conditions, including the charge of all ADSs purchased on or prior to October 25, 2018 to Alpha, and the execution by the Reporting Persons of an additional share charge agreement pursuant to which Zhengdong Zhu will charge all of his interests in another company in which he is an investor in favor of Alpha. As soon as practicable after the disbursement of the unused portion of the loan under the Loan Agreement but in any event no later than December 31, 2018, CST will charge 10 million Ordinary Shares to Madison Pacific Trust Limited as trustee for Alpha. Zhengdong Zhu will also pay Alpha $220,000.

The description of the Supplemental Agreement above is not intended to be complete and is qualified in its entirety by the Supplemental Agreement filed as Exhibit 1 to Amendment No. 8 to this Schedule 13D, and incorporated herein by reference.

 

Item 7.

Material to Be Filed as Exhibits.

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

 

Exhibit Number		Description
1		Supplemental Agreement to Loan Agreement, dated November 8, 2018 among Champion Shine Trading Limited, Zhengdong Zhu, Baohong Yin, and Alpha Mezzanine Investment Limited.

CUSIP No. 16944W104		13D/A		Page 7 of 7

 

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: November 9, 2018