0001193125-08-159983 Sample Contracts

SHAREHOLDERS AGREEMENT
Shareholder Agreement • July 29th, 2008 • China Distance Education Holdings LTD • Services-educational services • Hong Kong

THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of , 2008 by and among China Distance Education Holdings Limited, a company organized under the laws of Cayman Islands (the “Company”); China Distance Education Limited (“CDEL HK”), a private company limited by shares and incorporated in Hong Kong; and (each, a “PRC Subsidiary,” and collectively, the “PRC Subsidiaries”), each a wholly foreign-owned enterprise established under the laws of the People’s Republic of China (the “PRC”); (the “PRC LLC,” and together with the PRC Subsidiaries, collectively, the “PRC Companies” and each, a “PRC Company”), a limited liability company organized under the laws of the PRC; Champion Shine Trading Limited , a business company organized under the laws of the British Virgin Islands (“Champion Shine”); Empire China Limited , a private company limited by shares and incorporated in Hong Kong (“Empire China”); ZHU Zhengdong, an individual holding PRC ID No. 320102196806142439 and r

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AMENDMENT TO SHAREHOLDERS AGREEMENT
Shareholders Agreement • July 29th, 2008 • China Distance Education Holdings LTD • Services-educational services • Hong Kong

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.

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