China Distance Education Holdings Limited Announces Restructuring of Zhengbao Yucai

BEIJING, March 31, 2017

In consideration of the Restructuring being a related party transaction for the Company, the Board of Directors of the Company (the "Board") (i) appointed a special committee of the Board composed solely of independent directors (the "Special Committee") to evaluate and review the key terms of the Restructuring, and (ii) authorized the Special Committee to retain legal counsel and a financial advisor to advise the Special Committee on the proposed Restructuring. The Special Committee, after reviewing the terms of the Restructuring and considering relevant factors and advice from its advisors, determined that such terms were fair to the Company and recommended to the Board to approve the Restructuring.

Mr. Zhengdong Zhu, Chairman and CEO of CDEL, said, "Xiamen NetinNet is a leading learning simulation software provider specializing in providing practical accounting-related learning solutions for China's college market, while Zhengbao Yucai operates in China's college market as well, offering business start-up training courses mainly to university students." Mr. Zhu added, "The Restructuring is aimed at enhancing our operating efficiency and better positioning our overall business for future growth, by enabling our U.S. listed company to primarily focus on the professional education market, while Zhengbao Yucai focuses on the college education market. In addition, the Restructuring will significantly increase the cash reserves of our U.S. listed company, which could be used for future planning and development."

Safe Harbor Statement

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts, but instead are predictions about future events. Future events are inherently uncertain, and our forward-looking statements may turn out to be incorrect. The Company and Zhengbao Yucai may not realize the anticipated benefits of the Restructuring. The forward-looking statements in this press release speak only as of the date on which they are made, and we assume no obligation to update any forward-looking statements except as required by law.

About Xiamen NetinNet Software Co., Ltd.

Founded in 2005, Xiamen NetinNet Software Co., Ltd. ("Xiamen NetinNet") provides learning simulation software tailored for China's college market, and offers a suite of accounting-related learning products. With more than 1,500 college customers across China utilizing its simulation learning platform, Xiamen NetinNet is one of the leading providers of practical accounting-related learning solutions in China's college market. Among Xiamen NetinNet's college customers are leading Chinese universities, including Peking University, Renmin University of China, Xiamen University, Dongbei University of Finance & Economics, and Sun Yat-Sen University.