Exhibit 99.2
CHINA DISTANCE EDUCATION HOLDINGS LIMITED
PROXY STATEMENT
General
Our board of directors is soliciting proxies for the annual general meeting of shareholders to be held on August 28, 2020 at 10:00 a.m., local time, or at
any adjournment or postponement thereof. The annual general meeting will be held at China Distance Education Holdings Limited, Conference Room 1, 18th Floor, Xueyuan International Tower, 1 Zhichun
Road, Haidian District, Beijing, Peoples Republic of China.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or
a duly executed proxy bearing a later date or, if you hold ordinary shares, by attending the meeting and voting in person. A written notice of revocation must be delivered to the attention of China Distance Education Holdings Limited (the
Company) at 18th Floor, Xueyuan International Tower, 1 Zhichun Road, Haidian District, Beijing China, 100083, if you hold our ordinary shares, or to Deutsche Bank Trust Company
Americas at 60 Wall Street, New York, NY U.S.A. 10005 if you hold American Depositary Shares (ADSs) representing our ordinary shares.
Record Date, Share Ownership, and Quorum
Shareholders of
record at the close of business on July 31, 2020 (the Record Date) are entitled to vote at the annual general meeting. Our ordinary shares underlying ADSs are included for purposes of this determination. As of July 31, 2020,
135,320,433 of our ordinary shares, par value US$0.0001 per share, were issued and outstanding, approximately 69.25% of which were represented by ADSs (with each ADS representing four ordinary shares). Two (2) or more shareholders
entitled to vote and present in person, or (in the case of an ordinary shareholder being a corporation) by its duly authorised representative, or by proxy that represent not less than one-third in nominal
value of our total issued voting shares shall form a quorum for all purposes.
Voting and Solicitation
Holders of ordinary shares outstanding on the Record Date are entitled to one vote for each ordinary share held. At the annual general meeting every ordinary
shareholder present in person, or (in the case of an ordinary shareholder being a corporation) by its duly authorized representative, or by proxy, may vote for the fully paid ordinary shares held by such ordinary shareholder. In accordance with
Article 66 of the Articles of Association of the Company, the chairman of the meeting intends to demand that voting at the annual general meeting be conducted by way of poll. The results of the poll shall be deemed to be the resolutions of the
meeting.
The Company will pay the expenses of the preparation of proxy materials and the solicitation of proxies for the annual general meeting. Proxies
may be solicited by certain of our directors, officers and regular employees, without additional compensation, in person or by telephone or electronic mail. Copies of solicitation materials will be furnished to banks, brokerage house, fiduciaries,
and custodians holding in their names our ordinary shares or ADSs beneficially owned by others to forward to those beneficial owners.
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