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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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China Distance Education Holdings Limited
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(Name of Issuer)
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Ordinary Shares, par value $0.0001 per share**
American Depository Shares, each representing four Ordinary Shares, par value $0.0001 per share
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(Title of Class of Securities)
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16944W104***
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(CUSIP Number)
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December 31, 2013
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(Date of Event Which Requires Filing of this Statement)
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NAMES OF REPORTING PERSONS
ARTSON LIMITED
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OF PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
5,912,689 (1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
5,912,689 (1)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,912,689 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.36% (2)
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12
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TYPE OF REPORTING PERSON
CO
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Item 1.
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(a)
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Name of Issuer:
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China Distance Education Holdings Limited
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(b)
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Address of Issuer’s Principal Executive Offices:
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Item 2.
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(a)
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Name of Person Filing:
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Artson Limited
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(b)
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Address of Principal Business Office, or, if none, Residence:
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(c)
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Citizenship:
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British Virgin Island
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(d)
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Title of Class of Securities:
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Ordinary Shares, par value $0.0001 per share
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(e)
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CUSIP Number:
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16944W104
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Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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£ Broker or dealer registered under Section 15 of the Act;
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(b)
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£ Bank as defined in Section 3(a)(6) of the Act;
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(c)
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£ Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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£ Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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£ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) under the Act;
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(f)
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£ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) under the Act;
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(g)
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£ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) under the Act;
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(h)
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£ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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£ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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£ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K) under the Act. If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______
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Item 4.
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Ownership
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(a)
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Amount beneficially owned:
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5,912,689 (1)
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(b)
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Percentage of Class:
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4.36% (2)
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 5,912,689 (1)
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose of to direct the disposition of: 5,912,689 (1)
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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(1) Includes 1,681,797 Ordinary Shares, par value $0.001 per share (“Ordinary Shares”), and 1,057,723 American Depository Shares, each representing four Ordinary Shares. Calculated on an as-converted to Ordinary Shares basis.
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(2) Based on 135,532,141 Ordinary Shares outstanding as of September 30, 2013, as set forth in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on November 21, 2013.
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SIGNATURE
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DATED: February 7, 2014
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