Amendment to Shareholders Agreement



 AMENDMENT TO 
 SHAREHOLDERS AGREEMENT 
 THIS AMENDMENT (this “Amendment”) to that certain
shareholders agreement, dated as of March 7, 2008, by and among China Distance Education Holdings Limited (the “Company”), the Investors (as defined therein), the Founders (as defined therein), and certain other parties thereto
is made and entered into as of July 25, 2008. 
 WHEREAS, all the parties hereto believe it is desirable to facilitate, and in the best
interests of the Company and its shareholders to facilitate, the consummation of the Company’s initial public offering of American depositary shares (the “ADSs”), with each ADS representing four ordinary shares, par value
US$0.00001 per share, of the Company (the “Ordinary Shares”) and the listing of such ADSs on NYSE Arca Inc. (the “IPO”); and 
 WHEREAS, all the parties hereto believe it is desirable in connection with the IPO to amend the definition of Qualified Public Offering in the Shareholders Agreement. 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valid consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows: 
 1. The last paragraph of Section 1.1 of the Shareholders Agreement shall be
amended and restated in its entirety as follows: 
 Notwithstanding the aforesaid, the Information Rights and Inspection Rights of the
Investors hereunder shall terminate upon the consummation of a firm commitment underwritten public offering of the Ordinary Shares of the Company (as represented by American depositary shares) on NYSE Arca (a “Qualified Public
Offering”). 
 2. The foregoing amendment shall become effective immediately upon final pricing of the IPO. 
 3. Notwithstanding anything herein to the contrary, if (1) the final pricing of the IPO results in the IPO meeting the definition of Qualified
Public Offering without giving effect to this Amendment or (2) the IPO is not consummated on or prior to December 31, 2008, then this Amendment will not come into effect and will be null and void. 
 4. All other terms of the Shareholders Agreement shall remain in full force and effect. 
 5. This Amendment shall be governed by and construed exclusively in accordance the laws of Hong Kong without regard to provisions regarding choice of
laws or conflict of laws. 
 6. This Amendment may be executed in one or more counterparts and by facsimile, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. 
 [Signature Page to Follow] 







 IN WITNESS WHEREOF, the parties hereto have executed or caused their respective duly authorized
representatives to execute this Agreement as of the date first above written. 
  

			
	COMPANY:
	
	CHINA DISTANCE EDUCATION HOLDINGS LIMITED
		
	By:	 	  

	Name:	 	
	Title:	 	


 Signature Page to Amendment to Shareholders Agreement 







 IN WITNESS WHEREOF, the parties hereto have executed or caused their respective duly authorized
representatives to execute this Agreement as of the date first above written. 
  

			
	INVESTORS:
	
	ORCHID ASIA III, L.P.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	ORCHID ASIA CO-INVESTMENT LIMITED
		
	By:	 	  

	Name:	 	
	Title:	 	


 Signature Page to Amendment to Shareholders Agreement 







 IN WITNESS WHEREOF, the parties hereto have executed or caused their respective duly authorized
representatives to execute this Agreement as of the date first above written. 
  

			
	INVESTORS:
	
	ARTSON LIMITED
		
	By:	 	  

	Name:	 	
	Title:	 	


 Signature Page to Amendment to Shareholders Agreement 







 IN WITNESS WHEREOF, the parties hereto have executed or caused their respective duly authorized
representatives to execute this Agreement as of the date first above written. 
  

			
	ORDINARY SHAREHOLDERS:
	
	CHAMPION SHINE TRADING LIMITED
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	CHAMPION INTERNATIONAL HOLDINGS LIMITED
		
	By:	 	  

	Name:	 	
	Title:	 	


 Signature Page to Amendment to Shareholders Agreement 







 IN WITNESS WHEREOF, the parties hereto have executed or caused their respective duly authorized
representatives to execute this Agreement as of the date first above written. 
  

	
	FOUNDERS:
	
	  

	Zhengdong Zhu
	
	  

	Hongfeng Sun
	
	  

	Baohong Yin


 Signature Page to Amendment to Shareholders Agreement