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, People’s Republic of China

Telephone: +86-10-8231-9999

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

With copies to:

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.  ☐

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 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 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.

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

(d) - (e) Not applicable.

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

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