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- F-1 Registration statement (foreign)
- 3.1 Memorandum and Articles of Association of Registrant As Currently In Effect
- 4.1 Form of Ordinary Share Certificate.
- 4.2 Memorandum and Articles of Association of the Registrant- Effective Upon Closing
- 4.3 Form of Deposit Agreement
- 8.1 Form of Opinion of O'melveny & Meyers LLP Regarding Certain U.S. Federal Tax
- 8.2 Form of Opinion of Conyers Dill & Pearman Regarding Certain Cayman Islands Tax
- 10.1 Technical Support and Consultancy Services Agreement
- 10.2 Equity Pledge Agreement
- 10.3 Equity Pledge Agreement
- 10.4 Exclusive Purchase Rights Agreement
- 10.5 Exclusive Purchase Rights Agreement
- 10.6 Courseware License Agreement
- 10.7 Software License Agreement
- 10.8 Courseware Production Entrustment Agreement
- 10.9 Letter of Undertaking
- 10.10 Letter of Undertaking
- 10.11 Declaration Letter by Zhengdong Zhu, Dated March 24, 2008
- 10.12 Declaration Letter by Baohong Yin, Dated March 24, 2008
- 10.13 Power of Attorney by Zhengdong Zhu, Dated March 25, 2008
- 10.14 Power of Attorney by Baohong Yin, Dated March 25, 2008
- 10.15 Notice from Beijing Champion Distance Education Technology Co., LTD.
- 10.16 Acknowledgement Letter from Zhengdong Zhu and Baohong Yin to the Registrant
- 10.17 Acknowledgement Letter from Zhengdong Zhu and Baohong Yin
- 10.18 Shareholders Agreement Among the Registrant
- 10.19 Form Confidentiality and Non-competition Agreement
- 10.20 Incentive Share Plan
- 10.21 2008 Performance Incentive Plan
- 21.1 Subsidiaries of Registrant
- 23.1 Consent of Ernst & Young Hua Ming
- 23.3 Consent of Jingtian & Gongcheng
- 23.4 Consent of American Appraisal
- 23.5 Consent of Iresearch
- 23.6 Consent of Ccid
- 23.7 Consent of Carol Yu
- 99.1 Code of Business Conduct and Ethics of the Registrant
- 99.2 Form of Opinion of Jingtian & Gongcheng
Exhibit 23.3
July 7, 2008
China Distance Education Holdings Limited (the “Company”)
18th Floor, Xueyuan International Tower
1 Zhichun Road, Haidian District
Beijing 100083, People’s Republic of China
Ladies and Gentlemen:
We hereby consent to the use of our name under the captions “Risk Factors,” “Enforceability of Civil Liabilities,” “Regulation” and “Legal Matters” in the prospectus included in the registration statement on Form F-1, originally filed by the Company on July 7, 2008, with the Securities and Exchange Commission under the Securities Act of 1933, as amended. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the regulations promulgated thereunder.
Sincerely yours, |
/s/ Jingtian & Gongcheng |
Jingtian & Gongcheng |