1yminvestment13g021214.txt 1 yminvestment13g021214.txt 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, 2013 (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) 9.96%* 12. Type of Reporting Person PN *Calculated using number of outstanding ordinary shares of 135,532,141 as of September 30, 2013. 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) 0.31%* 12. Type of Reporting Person C *Calculated using number of outstanding ordinary shares of 135,532,141 as of September 30, 2013. 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) 9.96%* 12. Type of Reporting Person HC *Calculated using number of outstanding ordinary shares of 135,532,141 as of September 30, 2013. 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) 9.96%* 12. Type of Reporting Person HC *Calculated using number of outstanding ordinary shares of 135,532,141 as of September 30, 2013. 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) 9.96%* 12. Type of Reporting Person HC *Calculated using number of outstanding ordinary shares of 135,532,141 as of September 30, 2013. 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 27,091,153 7. Sole Dispositive Power 0 8. Shared Dispositive Power 27,091,153 9. Aggregate Amount Beneficially Owned By Each Reporting Person 27,091,153 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] N/A 11. Percent of Class Represented by Amount in Row (9) 19.99%* 12. Type of Reporting Person HC *Calculated using number of outstanding ordinary shares of 135,532,141 as of September 30, 2013. 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 27,091,153 7. Sole Dispositive Power 0 8. Shared Dispositive Power 27,091,153 9. Aggregate Amount Beneficially Owned By Each Reporting Person 27,091,153 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] N/A 11. Percent of Class Represented by Amount in Row (9) 19.99%* 12. Type of Reporting Person HC *Calculated using number of outstanding ordinary shares of 135,532,141 as of September 30, 2013. 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 27,091,153 7. Sole Dispositive Power 0 8. Shared Dispositive Power 27,091,153 9. Aggregate Amount Beneficially Owned By Each Reporting Person 27,091,153 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] N/A 11. Percent of Class Represented by Amount in Row (9) 19.99%* 12. Type of Reporting Person IN *Calculated using number of outstanding ordinary shares of 135,532,141 as of September 30, 2013. 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) 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; (vii) Managecorp Limited, a British Virgin Islands company; and (viii) 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, 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 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) OAIII Holdings, L.P. 13,494,910 (iv) Orchid Asia Group Management, Ltd. 13,494,910 (v) Orchid Asia Group, Limited 13,494,910 (vi)YM Investment Limited 27,091,153 (vii) Managecorp Limited 27,091,153 (viii) Ms. Lam Lai Ming, Veronica 27,091,153 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 12, 2014 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 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 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 12nd day of February, 2014. 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 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 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. 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. 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 Asia III, L.P. beneficially owns 13,494,910 ordinary shares. Orchid Asia Co-Investment Limited beneficially owns 417,439 ordinary 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. YM Investment Limited beneficially owns 3,294,701 ADSs (representing 13,178,804 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 thus may be deemed to share the power to vote and dispose or direct the disposition of the 27,091,153 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 27,091,153 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 27,091,153 ordinary shares.