Form SC 13D China Distance Education Filed by: YM Investment LTD

March 1, 2018 7:24 AM
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934

China Distance Education Holdings Limited
(Name of Issuer)

Ordinary Shares
(Title of Class of Securities)

16944W104
(CUSIP Number)

Suite 6211-12, 62nd Floor, The Center,
99 Queen's Road, Central, Hong Kong
Attention: Gabriel Li
Telephone: +852 2115-8810
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 15, 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 ?.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 240.13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).


CUSIP No. 16944W104
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
YM Investment Limited
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  ?
(b)  ?
(3)
SEC USE ONLY

(4)
SOURCE OF FUNDS
N/A
(5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 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
None

(8)
SHARED VOTING POWER
25,814,468

(9)
SOLE DISPOSITIVE POWER
None

(10)
SHARED DISPOSITIVE POWER
25,814,468
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,814,468
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
?
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.64% (based on 131,432,211 shares outstanding on September 30, 2017)
(14)
TYPE OF REPORTING PERSON
HC

CUSIP No. 16944W104
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The Li Family (PTC) Limited
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  ?
(b)  ?
(3)
SEC USE ONLY

(4)
SOURCE OF FUNDS
N/A
(5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 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
None

(8)
SHARED VOTING POWER
25,814,468*

(9)
SOLE DISPOSITIVE POWER
None

(10)
SHARED DISPOSITIVE POWER
25,814,468*
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,814,468*
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
?
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.64% (based on 131,432,211 shares outstanding on September 30, 2017)
(14)
TYPE OF REPORTING PERSON
HC
_______________
* Represents 25,814,468 ordinary shares held in the form of
ADS by YM Investment Limited.

CUSIP No. 16944W104
(1)
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Lam Lai Ming
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  ?
(b)  ?
(3)
SEC USE ONLY

(4)
SOURCE OF FUNDS
N/A
(5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)??
(6)
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
Number of Shares Beneficially Owned by Each Reporting Person With
(7)
SOLE VOTING POWER
None

(8)
SHARED VOTING POWER
25,814,468*

(9)
SOLE DISPOSITIVE POWER
None

(10)
SHARED DISPOSITIVE POWER
25,814,468*
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,814,468*
(12)
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
?
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.64% (based on 131,432,211 shares outstanding on September 30, 2017)
(14)
TYPE OF REPORTING PERSON
IN
_______________
* Represents 25,814,468 ordinary shares held in the form of
ADS by YM Investment Limited.

Item 1.	Security and Issuer.
This Statement on Schedule 13D (this "Statement") relates to the
Schedule 13D previous filed on February 3, 2017 with respect to
the ordinary shares of China Distance Education Holdings Limited
(the "Issuer"), whose principal executive offices are located
at 18th Floor, Xueyuan International Tower, 1 Zhichun Road,
Haidian District, Beijing 100083, China.

Item 2. 	Identify and Background.
(a) 	This is being jointly filed by the following persons (collectively, the
"Reporting Persons" and each a "Reporting Person"):
(i) 	YM Investment Limited, a British Virgin Islands company;
(ii) 	The Li Family (PTC) Limited, a British Virgin Islands company; and
(ii) 	Ms. Lam Lai Ming, a citizen of Hong Kong.
The Reporting Persons may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Act.  This Statement not be construed as an admission
that the Reporting Persons are a group, or have agreed to act as a group.
Each Reporting Person expressly disclaims beneficial ownership in
the securities reported herein except to the extent such Reporting
Person actually exercises voting or dispositive power with
respect to such securities.

(b) Residence or Business Address:
The principal business office of YM Investment Limited is:
Suite 6211-12, 62nd Floor
The Center
99 Queen's Road
Central, Hong Kong

The principal business office of The Li Family (PTC) Limited is:
80 Main Street, P.O. Box 3200
Road Town, Tortola, VG 1110
British Virgin Islands

The residential address of Ms. Lam Lai Ming is:
Flat A on 43 Floor of South Tower 8,
Resident Bel-Air, Island South, 3
8 Bel-Air Avenue, Hong Kong

(c)   YM Investment Limited is wholly-owned by The Li 2007 Family Trust.
The Li 2007 Family Trust is a revocable trust established under the laws of
 the British Virgin Islands with Ms. Lam Lai Ming as the settlor,
The Li Family (PTC) Limited as trustee and Ms. Lam Lai Ming and her
family members the beneficiaries.
(d) None of the Reporting Persons have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the of the Reporting Persons have, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) The place of organization of YM Investment Limited and
The Li Family (PTC) Limited is the British Virgin Islands.
The citizenship of Ms. Lam Lai Ming is Hong Kong.

Item 3. 	Source and Amount of Funds or Other Considerations.
Since the filing of the Schedule 13D on February 3, 2017, the following
transactions were undertaken by the Reporting Persons:
Nil.

The Reporting Persons intend to review its investment on a regular basis,
which review may be based on various factors, including the Issuer's business
and financial condition, results of operations and prospects, general economic
and industry conditions, the securities markets in general and those for the
Issuer's securities in particular, as well as other developments and other
investment opportunities.  Accordingly, each Reporting Person reserves the
right to change its intentions, as it deems appropriate, and may at any time
and from time to time, either alone or as part of a group,
(i) acquire additional securities of the Issuer, through open
market purchases, privately negotiated transactions or otherwise,
(ii) dispose of all or a portion of the securities
of the Issuer owned by it in the open market, in privately negotiated
transactions or otherwise, or
(iii) take any other available course of action which could involve
one or more of the types of transactions or have one or more
of the results that relate to or would result in any of the
actions required to be reported herein.

Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or would result in
any of the actions described in subparagraphs (a) through (j)
of Item 4 of Schedule 13D. The Reporting Persons do, however,
reserve the right in the future to adopt such plans or proposals
subject to compliance with applicable regulatory requirements.

Item 5.	Interest in Securities of Issuer.
(a) Each of the Reporting Persons' current ownership in the securities of the
Issuer is set forth on the cover pages to this Statement and is incorporated
by reference herein.  The ownership percentage appearing on such pages has
been calculated based on 131,432,211 shares outstanding on September 30, 2017.
  The information set forth and/or incorporated by reference in Items 2
is hereby incorporated by reference into this Item 6.
Each of YM Investment Limited, The Li Family (PTC) Limited and
Lam Lai Ming, may be deemed to own an aggregate of 25,814,468
ordinary shares, which constitutes approximately 19.64% of the
Issuer's outstanding shares, calculated in accordance with Rule
13d-3 under the Act.
(b) The number of ordinary shares as to which each of the Reporting Persons has
sole or shared power to vote, direct the vote, dispose or direct
the disposition are as set forth in rows seven through ten of the
cover pages hereof. The information set forth in Item 2 is hereby
incorporated by reference into this Item 5(b).
(c) Except as set forth in Item 3 above, the Reporting Persons have not effected
 any transaction in the ordinary shares of the Issuer during the past 60 days.
(d) Under certain circumstances set forth in the amended and restated articles
 of memorandum and association of each of YM Investment Limited and
The Li Family (PTC) Limited, the partners, shareholders or beneficiaries
of each of such entities, as applicable, may be deemed to have the
right to receive dividends from, or the proceeds from, the sale of the
ordinary shares of the Issuer owned by each such entity of which they are
a shareholder or beneficiary.
(e) Not applicable.
Item 6. Contracts, Arrangement, Understandings or Relationship With Respect
to Securities of the Issuer.
The information set forth and/or incorporated by reference in Items 2, 3, 4
and 5 is hereby incorporated by reference into this Item 6.
Item 7.	Material to Be Filed as Exhibits.


SIGNATURE
	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: February 15, 2018

YM Investment Limited
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Director
The Li Family (PTC) Limited
By:
/s/ Gabriel Li
Name:
Gabriel Li
Title:
Authorized Signatory
By:
/s/ Lam Lai Ming
Name:
Lam Lai Ming
 Title:
Settlor of The Li 2007 Family Trust


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