China Distance Education Holdings Limited Announces Pricing of Follow-on Public Offering of 4,000,000 ADSs

BEIJING, March 12, 2014 /PRNewswire/ -- China Distance Education Holdings Limited (NYSE: DL) ("CDEL", or the "Company"), a leading provider of online education in China focusing on professional education, today announced that the follow-on public offering of an aggregate of 4,000,000 American Depositary Shares ("ADSs") by the Company and several selling shareholders was priced at US$21.00 per ADS. The Company will be offering 1,500,000 ADSs and the several selling shareholders will be offering 2,500,000 ADSs. Each ADS represents four ordinary shares of the Company. In connection with this offering, the Company and the selling shareholders have granted the underwriters a 30-day overallotment option to purchase up to an aggregate of 225,000 additional ADSs from the Company and 375,000 additional ADSs from the selling shareholders at the public offering price of US$21.00 per ADS.

The net proceeds to the Company, after deducting underwriting discounts and commissions and listing expenses paid by the Company, will be approximately US$29.0 million, or US$33.5 million if the underwriters exercise their overallotment option in full. CDEL will not receive any proceeds from the sale of the ADSs by the selling shareholders. The joint bookrunners of the offering are Morgan Stanley & Co. International plc and Credit Suisse Securities (USA) LLC, and the co-managers of the offering are Oppenheimer & Co. Inc. and Piper Jaffray & Co..

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on March 11, 2014. This offering is being made by means of a written prospectus forming a part of the effective registration statement. A copy of the prospectus related to this offering may be obtained by visiting the SEC's website at www.sec.gov or by contacting (i) Morgan Stanley, Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY, 10014, United States of America, or by calling 1-866-718-1649, or by email at [email protected]; (ii) Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue 1B, New York, New York 10010, by email at [email protected] or by calling 1-800-221-1037; (iii) Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, by email at [email protected] or by calling (212) 667-8563; and (iv) Piper Jaffray & Co., Attention: Prospectus Department, 800 Nicollet Mall, Suite 800, Minneapolis, MN 55402, by email at [email protected] or by calling 1-800-747-3924.

This announcement shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred to herein have not been and will not be registered under the applicable securities laws of any jurisdiction outside of the United States of America.

About China Distance Education Holdings Limited

China Distance Education Holdings Limited is a leading provider of online education in China focusing on professional education. The courses offered by the Company through its websites are designed to help professionals and other course participants obtain and maintain the skills, licenses and certifications necessary to pursue careers in China in the areas of accounting, healthcare, E&C, and other industries. The Company also offers other professional education courses for the national judicial examination, English proficiency test for professionals, computer application skills, and other occupational certifications or skills, online test-preparation courses for self-taught learners pursuing higher education diplomas or degrees, test preparation courses for university students intending to take the nationwide graduate school entrance exam, and online language courses. For further information, please visit http://ir.cdeledu.com.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "may," "should," "potential," "continue," "expect," "predict," "anticipate," "future," "intend," "plan," "believe," "is/are likely to," "estimate" and similar statements. The Company may also make written or oral forward-looking statements in its periodic and annual reports to the SEC, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: our goals and growth strategies; our future prospects and market acceptance of our courses and other products and services; our future business development and results of operations; projected revenues, profits, earnings and other estimated financial information; projected enrollment numbers; our plans to expand and enhance our courses and other products and services; competition in the education and test preparation markets; and changes in PRC laws, regulations and policies, including those applicable to the Internet and Internet content providers, the education and telecommunications industries, mergers and acquisitions, taxation and foreign exchange.

Further information regarding these and other risks is included in the Company's annual report on Form 20-F and other documents filed or furnished with the SEC. All information provided in this press release is as of the date of this press release. The Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

For investor and media inquiries, please contact:

SOURCE China Distance Education Holdings Limited

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