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. ☐
CUSIP No. 16944W104
|
|
13D/A
|
|
Page 1 of 8
|
1
|
|
Names of reporting persons
Zhengdong Zhu
|
2
|
|
Check the appropriate box if a member of a group
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e)
☐
|
6
|
|
Citizenship or place of organization
People’s Republic of China
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
0
|
12
|
|
Check box if the aggregate amount in Row (11) excludes certain
shares (see instructions)
☐
|
13
|
|
Percent of class represented by amount in Row (11)
0
|
14
|
|
Type of reporting person (see instructions)
IN
|
CUSIP No. 16944W104
|
|
13D/A
|
|
Page 2 of 8
|
1
|
|
Names of reporting persons
Baohong Yin
|
2
|
|
Check the appropriate box if a member of a group
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e)
☐
|
6
|
|
Citizenship or place of organization
People’s Republic of China
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
0
|
12
|
|
Check box if the aggregate amount in Row (11) excludes certain
shares (see instructions)
☐
|
13
|
|
Percent of class represented by amount in Row (11)
0%
|
14
|
|
Type of reporting person (see instructions)
IN
|
CUSIP No. 16944W104
|
|
13D/A
|
|
Page 3 of 8
|
1
|
|
Names of reporting persons
Champion Shine Trading Limited
|
2
|
|
Check the appropriate box if a member of a group
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e)
☐
|
6
|
|
Citizenship or place of organization
British Virgin Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
0
|
12
|
|
Check box if the aggregate amount in Row (11) excludes certain
shares (see instructions)
☐
|
13
|
|
Percent of class represented by amount in Row (11)
0%
|
14
|
|
Type of reporting person (see instructions)
CO
|
CUSIP No. 16944W104
|
|
13D/A
|
|
Page 4
of 7
|
Explanatory Note
This Amendment No. 14 to the statement on Schedule 13D
(“Amendment No. 14”) relates to ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
and American Depositary Shares, each representing four Ordinary Shares (the “ADSs”, and 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 No. 1 filed on March 20, 2014 (“Amendment No. 1”),
|
|
•
|
Amendment No. 2 filed on January 7, 2015 (“Amendment No. 2”),
|
|
•
|
Amendment No. 3 filed on November 30, 2015 (“Amendment No. 3”),
|
|
•
|
Amendment No. 4 filed on January 5, 2017 (“Amendment No. 4”),
|
|
•
|
Amendment No. 5 filed on April 20, 2017 (“Amendment No. 5”),
|
|
•
|
Amendment No. 6 filed on June 25, 2018 (“Amendment No. 6”),
|
|
•
|
Amendment No. 7 filed on August 22, 2018 (“Amendment No. 7”),
|
|
•
|
Amendment No. 8 filed on November 9, 2018 (“Amendment No. 8”),
|
|
•
|
Amendment No. 9 filed on December 27, 2018 (“Amendment No. 9”),
|
|
•
|
Amendment No. 10 filed on July 3, 2019 (“Amendment No. 10”),
|
|
•
|
Amendment No. 11 filed on June 9, 2020 (“Amendment No. 11”),
|
|
•
|
Amendment No. 12 filed on June 9, 2020 (“Amendment No. 12”), and
|
|
•
|
Amendment No. 13 filed on December 2, 2020 (“Amendment No. 13”).
|
Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and
the Initial Statement, taken together, are the “Statement”. Capitalized terms used in this Amendment No. 13,
but not otherwise defined, have the meanings given to them in the Initial Statement or Amendment Nos. 1 through 12, as appropriate.
Except as provided herein, Amendment No. 14 does not modify
any of the information previously reported on the Statement.
Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby supplemented by inserting
the following after the last paragraph thereof:
On February 26, 2021 at 10:00 a.m. (Beijing
time), an extraordinary general meeting of the shareholders of the Issuer was held at 18th Floor,
Xueyuan International Tower, 1 Zhichun Road, Haidian District, Beijing 100083, People’s Republic of China. At the
extraordinary general meeting, the shareholders of the Issuer authorized and approved execution, delivery and performance of the
agreement and plan of merger dated as of December 1, 2020 (the “Merger Agreement”), and the
plan of merger required to be filed with the Registrar of Companies of the Cayman Islands substantially in the form attached as
Exhibit A to the Merger Agreement (the “Plan of Merger”) and the consummation of the transactions contemplated
thereby, including the merger of the Issuer with China Distance Learning Investments Limited
(the “Merger”), and authorized each of the members of the special committee
of independent directors of the board of directors of the Issuer to do all things necessary to give effect to the Merger
Agreement, the Plan of Merger and the consummation of the transactions contemplated thereby, including the Merger.
CUSIP No. 16944W104
|
|
13D/A
|
|
Page 5
of 7
|
On March 18, 2021, the Issuer filed the
Plan of Merger with the Registrar of Companies of the Cayman Islands, pursuant to which the Merger became effective on March 18,
2021. As a result of the Merger, the Issuer became a wholly owned subsidiary of Champion
Distance Education Investments Limited (“Parent”).
At the effective
time of the Merger (the “Effective Time”), (a) each Ordinary Share issued and outstanding immediately
prior to the Effective Time, other than the Excluded Shares (as defined in the Merger Agreement)
and ADSs representing the Excluded Shares, was cancelled in exchange for the right to receive $2.45 in cash without interest
(the “Per Share Merger Consideration”), and (b) each ADS issued and outstanding immediately prior to the
Effective Time, together with the Ordinary Shares underlying such ADSs (other than any ADS representing Excluded Shares) were cancelled
in exchange for the right to receive $9.80 in cash per ADS without interest (less $0.05 per ADS cancellation fees), in each case,
net of any applicable withholding taxes described in the Merger Agreement.
The Excluded Shares,
other than Dissenting Shares (as defined in the Merger Agreement), issued and outstanding
immediately prior to the Effective Time (including the Excluded Shares represented by ADSs) were cancelled for no consideration.
Dissenting Shares were cancelled and cease to exist, but were not converted into or exchangeable for or represent the right to
receive the Per Share Merger Consideration pursuant to the Merger Agreement, and holders (collectively, “Dissenting Shareholders”)
of Dissenting Shares were entitled only to payment of the fair value of Dissenting Shares in accordance with Section 238 of
the Cayman Islands Companies Act, and as of and after the Effective Time Dissenting Shareholders ceased to have any of the rights
of a shareholder of the Issuer except the right to be paid the fair value of their Dissenting Shares.
At the Effective
Time, the Issuer (a) terminated the China Distance Education Holdings Limited Share Incentive
Plan and the China Distance Education Holdings Limited 2008 Performance Incentive Plan (as amended and restated, collectively,
the “Company Share Plans”), (b) cancelled all options to purchase Ordinary Shares or ADSs (the “Company
Options”) granted under the Company Share Plans that were then outstanding and unexercised, whether vested or unvested,
and (d) cancelled all restricted share award of the Issuer (the “Company Restricted Share Awards”) granted under
the Company Share Plans that were then outstanding, whether vested or unvested. As soon as practicable after the Effective Time,
(i) each former holder of a Company Option that was cancelled at the Effective Time will have the right to receive an
amount in cash determined by multiplying (i) the excess, if any, of the Per Share Merger Consideration over the applicable
exercise price of such Company Option by (ii) the number of Ordinary Shares underlying such Company Option, less applicable
taxes required to be withheld pursuant to the Merger Agreement (if any) and (ii) each former holder of a Company Restricted
Share Awards (other than Zhengdong Zhu) that was cancelled at the Effective Time will have the right to receive an
amount in cash equal to the Per Share Merger Consideration, less applicable taxes required to be withheld pursuant to the Merger
Agreement (if any).
As a result of the Merger, the ADSs will
no longer be listed on any securities exchange or quotation system, including the New York Stock Exchange (“NYSE”),
and the Issuer will cease to be a publicly traded company. The Issuer has requested NYSE to file an application on Form 25 with
the SEC to remove the ADSs from listing on NYSE and withdraw registration of the ADSs and
the underlying Ordinary Shares under the Exchange Act. In addition, the Issuer will suspend its reporting obligations under
the Exchange Act by filing a certification and notice on Form 15 with the SEC. The deregistration will become effective in 90 days
after the filing of Form 15 or such shorter period as may be determined by the SEC. The Issuer’s reporting obligations under
the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration
becomes effective.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement is hereby amended and restated in its
entirety as follows:
(a)-(b) As a result of the Merger, as described in Item 4 of
this Amendment No. 14, the Reporting Persons do not beneficially own any Ordinary Shares or have any voting power or dispositive
power over any Ordinary Shares.
CUSIP No. 16944W104
|
|
13D/A
|
|
Page 6
of 7
|
(c) Except as set forth in Item 4 of this
Amendment No. 14 or previously reported in the Initial Statement, to the knowledge of each of the Reporting Persons, none of the
Reporting Persons has effected any transactions in the Ordinary Shares during the past 60 days.
(d) Not applicable.
(e) March 18, 2021.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 6 of the Statement is hereby amended and supplemented
by adding the following:
As
previously disclosed by the Reporting Persons in Amendment No. 13, China Merchants Bank Co., Ltd. (“China Merchants Bank”)
agreed to provide a senior secured term loan facility to, among others, refinance the existing loan (the “Abax Loan”)
borrowed between Champion Shine Trading Limited and Abax Asian Structured Private Credit Fund III, LP (“Abax”).
As of the date of this Statement, the Abax Loan has been fully repaid and Abax as lender and secured party and Madison Pacific
Trust Limited (“Madison Pacific”) as security agent and custodian have discharged and released the security
interest over 34,800,244 Ordinary Shares and 931,358 charged ADSs (representing 3,725,432 Ordinary Shares) which were granted in
favor of Abax and/or Madison Pacific in connection with the Abax Loan.
CUSIP No. 16944W104
|
|
13D/A
|
|
Page 7
of 7
|
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: March 19, 2021
|
Zhengdong Zhu
|
|
|
|
/s/ Zhengdong Zhu
|
|
|
|
Baohong Yin
|
|
|
|
/s/ Baohong Yin
|
|
|
|
Champion Shine Trading Limited
|
|
|
|
|
By:
|
/s/ Zhengdong Zhu
|
|
Name:
|
Zhengdong Zhu
|
|
Title:
|
Sole Director
|