Exhibit 99.1
China Distance Education Holdings Limited
Announces Extraordinary General Meeting of Shareholders
BEIJING January 29, 2021 China Distance Education Holdings Limited (NYSE: DL) (the Company), a leading provider of online
education and value-added services for professionals and corporate clients in China, today announced that it has called an extraordinary general meeting of shareholders (the EGM) to be held on February 26, 2021 at 10:00 AM (Beijing
Time) at the Companys offices at 18th Floor, Xueyuan International Tower, 1 Zhichun Road, Haidian District, Beijing 100083, Peoples Republic of China for the Companys
shareholders to consider and vote upon a proposal to authorize and approve the previously announced agreement and plan of merger (the Merger Agreement) dated December 1, 2020, by and among the Company, Champion Distance Education
Investments Limited (Parent), and China Distance Learning Investments Limited (Merger Sub), a wholly-owned subsidiary of Parent; the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands
(the Plan of Merger); and the transactions contemplated by the Merger Agreement and the Plan of Merger (the Transactions), including the Merger (as defined below).
If the Merger is approved by the Companys shareholders at the EGM, subject to the terms and conditions of the Merger Agreement and the Plan of Merger,
at the effective time of the Merger, Merger Sub will merge with and into the Company and Company will be the surviving company in the Merger and will continue its operations as a privately-held, wholly-owned subsidiary of Parent (the
Merger). If the Merger is completed, the American depositary shares (the ADSs) of the Company, each of which represents four ordinary shares (Ordinary Shares) of the Company, will no longer be listed on The New
York Stock Exchange and the ADS program will terminate. In addition, the ADSs and the Ordinary Shares will cease to be registered under Section 12 of the Securities Exchange Act of 1934.
The Companys board of directors (the Board), acting upon the unanimous recommendation of a special committee of independent and
disinterested directors established by the Board, authorized and approved the execution, delivery, and performance of the Merger Agreement; the Plan of Merger; and the consummation of the Transactions, including the Merger. The Board has recommended
that holders of the ADSs and Ordinary Shares vote FOR, among other things, the proposal to authorize and approve the Merger Agreement; the Plan of Merger; and the Transactions, including the Merger.
Holders of record of Ordinary Shares as of the close of business in the Cayman Islands on February 15, 2021 will be entitled to attend and vote at the
EGM and any adjournment thereof in person or by proxy. Holder of ADSs as of the close of business in New York City on January 29, 2021 will be entitled to instruct Deutsche Bank Trust Company Americas, as ADS depositary, to vote the Ordinary
Shares represented by the ADSs at the EGM.
Additional information regarding the EGM, the Merger Agreement; the Plan of Merger; and the Transactions,
including the Merger, can be found in a Schedule 13E-3 transaction statement (the Schedule 13E-3), which includes a proxy statement attached as Exhibit (a)-(1) thereto (the Proxy Statement), filed by the Company and the other filing persons named therein with the Securities and Exchange Commission (SEC) on January 29, 2021.
The full Schedule 13E-3 and the exhibits thereto, including the Proxy Statement, are available at the SECs website (http://www.sec.gov). In addition, the Company will mail a copy of the Proxy Statement
to holders of ADSs and holders of record of Ordinary Shares.
Holders of ADSs and holders of record of Ordinary Shares are urged to read carefully and
in their entirety the Schedule 13E-3, and in particular the Proxy Statement, and any other materials related thereto that may be filed with or furnished to the SEC, as they contain important information about
the Company; the Merger Agreement; the Plan of Merger; and the Transactions, including the Merger.
The Company and certain of its directors,
executive officers, and other members of management and employees may, under rules of the SEC, be deemed to be participants in the solicitation of proxies from the Companys shareholders with respect to the EGM. Information
regarding the persons who may be considered participants in the solicitation of proxies is set forth in the Proxy Statement.