UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

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:

December 18, 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. 9 to the statement on Schedule 13D (“Amendment No. 9”) 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, 8 and the Initial Statement, taken together, are the “Statement”. Capitalized terms used in this Amendment No. 9, but not otherwise defined, have the meanings given to them in the Initial Statement or Amendment Nos. 1 through 8, as appropriate.

Amendment No. 9 discloses only information that has changed since the filing of Amendment No. 8, and amends and supplements disclosure under Item 6 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 September 30, 2018, as reported in the Form 6-K filed on November 11, 2018.

(a) Zhengdong Zhu and Baohong Yin may be deemed to have beneficial ownership of an aggregate of 52,669,973 Shares, consisting of (i) 44,800,245 ordinary shares and 1,949,767 ADSs, representing 7,799,068 ordinary shares, held by Champion Shine Trading Limited (“CST”), a company wholly owned by Zhengdong Zhu; (ii) 32,500 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 39.52% 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 52,599,313 Shares, consisting of 44,800,245 ordinary shares and 1,949,767 ADSs, representing 7,799,068 ordinary shares. Such Shares represent approximately 39.47% 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 52,669,973 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 52,599,313 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 December 18, 2018, Zhengdong Zhu repaid the outstanding amount under the Investment Agreement dated November 21, 2016 by and between Zhengdong Zhu, Zhengbao Investment, and other parties thereto, described in Item 6 of Amendment No. 4, by using the proceeds of the loan received from Alpha pursuant to the Loan Agreement dated June 19, 2018 by and between CST, Zhengdong Zhu, Baohong Yin, and Alpha, described in Items 3 and 6 of Amendment No. 6, and amended by the Supplemental Agreement to the Loan Agreement dated November 8, 2018 and described in Item 6 of Amendment No. 8.

As a result of the satisfaction of the payment obligations under the Investment Agreement, Spring Limited will release a total of 18,096,800 Ordinary Shares charged to it by CST, comprised of the 9,396,800 Ordinary Shares charged to it by CST on November 21, 2016 pursuant to the Share Charge dated November 21, 2016 between CST and Spring Limited described in Item 6 of Amendment No. 4 and a further 8,700,000 Ordinary Shares charged to Spring Limited by CST pursuant to the terms of the Share Charge in June of this year. CST will re-pledge 10,000,000 Ordinary Shares released by Spring Limited in favor of Alpha.”

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: December 27, 2018