Exhibit 23.4
American Appraisal China Limited 1506 / Dah Sing Financial Centre 108 Gloucester Road / Wanchai / Hong Kong Tel +852 2511 5200 / Fax +852 2511 9626
Leading / Thinking / Performing |
July 3, 2008
China Distance Education Holdings Limited
18/F., Xueyuan Guoji Tower
No.1 Zhichun Road, Haidian District
Beijing, China 100083
Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED
We hereby consent to the references to our name and our final appraisal reports (the “Reports”) addressed to the board of directors of China Distance Education Holdings Limited (the “Holding Company”), and to references to our valuation methodologies, assumptions and conclusions associated with such reports, in the Registration Statement on Form F-1 of the Company and any amendments thereto (the “Registration Statement”) filed or to be filed with the U.S. Securities and Exchange Commission. We further consent to the filing of this letter as an exhibit to the Registration Statement.
The Reports relate to valuations of a) the common shares (the “Common Shares”) of the China Distance Education Limited (the “Company”) as of the March 9, 2007 to assist the Holding Company to assess whether beneficial conversion features exist under EITF Issue No. 98-5 and EITF Issue No. 00-27 and whether there is any accounting adjustment related to such repurchase of the Common Shares; b) the designated assets and liabilities of the Company as of June 30, 2003 and September 30, 2006 to serve the Holding Company as a basis for allocation of the purchase price to the various accounts for financial reporting purposes in accordance with Statement of Financial Accounting Standards (“SFAS”) Nos. 141 and 142; and c) the employees share options for financial reporting purposes in accordance with SFAS No. 123R as of April 18, 2008 and May 31, 2008. In reaching our valuation conclusions, we relied on the accuracy and completeness of the financial statements and other data provided by the Holding Company and its representatives. We did not audit or independently verify such financial statements or other data and take no responsibility for the accuracy of such information. The Holding Company determined the fair value of ordinary shares and our valuation reports were used to assist the Company in reaching its determinations.
In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the rules and regulations adopted by the Securities and Exchange Commission thereunder (the “Act”), nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “experts” as used in the Act.
Yours faithfully,
/s/ American Appraisal China Limited
AMERICAN APPRAISAL CHINA LIMITED
Valuation / Transaction Consulting / Real Estate Advisory / Fixed Asset Management