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##### Index to Financial Statements







UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 20-F/A

(Amendment No. 2)







| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2006.

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Commission file number: 000-30134





CDC Corporation

(Exact name of Registrant as specified in its charter)

Cayman Islands

(Jurisdiction of incorporation or organization)

c/o CDC Corporation Limited

33/F Citicorp Centre

18 Whitfield Road

Causeway Bay

Hong Kong

852-2893-8200

e-mail: investor_relations@cdccorporation.net

(Address of principal executive offices)





Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:

Class A common shares

Indicate the number of outstanding shares of each of the Issuers class of capital or common stock as of the close of the period covered by this Annual Report:



|                      |  |                                        
|--------------------- |  | ---------------------------------------
|Class of shares       |  | Number outstanding as of March 31, 2007
|Class A common shares |  | 114,944,204                            





Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No   ̈

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.    Yes   ̈    No  x

Note  Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.
(Check one):

Large accelerated filer   ̈    Accelerated
filer  x    Non-accelerated filer   ̈

Indicate by check mark which financial statement item the registrant has elected to follow. Item 17   ̈    Item 18  x

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x









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TABLE OF CONTENTS



|                                           |  |          |  |                      |  |  
|------------------------------------------ |  | -------- |  | -------------------- |  | -
|                                           |  | Page    
|                                           | 
|Explanatory Note                           |  | 1       
|                                           |  |         
|PART III.                                  |  |          |  |                     
|                                           |  |          | 
|                                           |  | Item 18. |  | Financial Statements |  | 2
|                                           |  |          | 
|                                           |  | Item 19. |  | Exhibits             |  | 2
|                                           |  |         
|SIGNATURES                                 |  |          |  | 5                   
|                                           | 
|Index to Consolidated Financial Statements |  | F-1     

Index to Exhibits



|                |  |                                                                                                                                                                                                                                                          
|--------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 12.1    |  | Certification of CEO required by Rule 13a-14(a)                                                                                                                                                                                                          
|Exhibit 12.2    |  | Certification of CFO required by Rule 13a-14(a)                                                                                                                                                                                                          
|Exhibit 13(a).1 |  | Certification of CEO pursuant to Section 906                                                                                                                                                                                                             
|Exhibit 13(a).2 |  | Certification of CFO pursuant to Section 906                                                                                                                                                                                                             
|Exhibit 15(a).1 |  | Consent of Deloitte Touche Tohmatsu relating to China.com Inc. dated September 9, 2008                                                                                                                                                                   
|Exhibit 15(a).2 |  | Consent of Ernst & Young dated September 9, 2008                                                                                                                                                                                                         
|Exhibit 15(a).3 |  | Consent of Deloitte Touche Tohmatsu relating to Equity Pacific Limited                                                                                                                                                                                   
|Exhibit 15(a).4 |  | Consent of Deloitte and Touche LLP                                                                                                                                                                                                                       
|Exhibit 15(a).5 |  | Audited financial statements of Equity Pacific Limited for the five months ended December 31, 2004 and the full year ended December 31, 2005, and
the unaudited financial statements of Equity Pacific Limited for the three months ended March 31, 2006.



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EXPLANATORY NOTE

The purpose of this Amendment No. 2 on Form 20-F/A (Amendment No. 2) to the annual report on Form 20-F (the Annual Report) for
the year ended December 31, 2006, filed with the U.S. Securities and Exchange Commission (the SEC) on July 2, 2007 (the Annual Report Filing Date) and amended on June 30, 2008 (Amendment No. 1), is to:
(i) correct a typographical error relating to the date contained in the audit report of Deloitte Touche Tohmatsu on page F-4 of the Consolidated Financial Statements and to include an explanatory paragraph relating to the restatement of the
China.com financial statements for the year ended December 31, 2005; (ii) provide an amended consent of Deloitte Touche Tohmatsu, dated September 9, 2008 relating to such amendments contained on page F-4 of the Consolidated Financial
Statements; (iii) provide an amended consent of Ernst & Young, dated September 9, 2008 that includes a reference to clarify that the audit report of Ernst & Young is dated July 2, 2007 as to the effects of the
Companys restatement; and (iv) provide updated certifications under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Act), and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, as required pursuant to Rule 12b-15 under the Act.

Part III, Item 18  Financial Statements,
Item 19  Exhibits and Index to Exhibits contained in the Annual Report and Amendment No. 1 are amended and restated in their entirety in this Amendment No. 2.

Other than as set forth herein, the Company has not modified or updated any other disclosures in the Annual Report or Amendment No. 1. The Company has made no changes to the Items in the Annual Report or Amendment No.
1 other than those set forth above, and accordingly, it has omitted all such unchanged information.

Other than expressly set forth herein,
this Amendment No. 2 does not reflect events occurring after the Annual Report Filing Date or modify or update those disclosures affected by subsequent events. Rather, except as described above, information is unchanged and reflects the disclosures
made at the time of the Annual Report Filing Date. Accordingly, this Amendment No. 2 should be read in conjunction with the Annual Report as at the Annual Report Filing Date and the Companys filings made subsequent thereto, including any
amendments to those filings. The filing of this Amendment No. 2 shall not be deemed an admission that the Annual Report or Amendment No. 1, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to
make a statement not misleading.



1



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PART III



|ITEM 18. | FINANCIAL STATEMENTS
|-------- | --------------------

We have appended our
Consolidated Financial Statements as of and for the year ended December 31, 2006 on pages F-1 to F-84 of this Amendment No. 2.

Additionally, the audited financial statements of Equity Pacific Limited for the five months ended December 31, 2004 and the full year ended December 31, 2005, and the unaudited financial statements of Equity Pacific Limited for
the three months ended March 31, 2006 are attached as an exhibit hereto.



|ITEM 19. | EXHIBITS
|-------- | --------



|        |  |                                                                                                                                                                                                                                                                          
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |  | Description                                                                                                                                                                                                                                                              
|1.1     |  | Amended and Restated Articles of Association and Memorandum of Association of the Company, together with amendments thereto. yy                                                                                                                                          
|        | 
|2(a).1  |  | 1999 Employee Stock Option Plan, as amended. *                                                                                                                                                                                                                           
|        | 
|2(a).2  |  | 2004 Employee Share Purchase Plan. ***                                                                                                                                                                                                                                   
|        | 
|2(a).3  |  | Ross Systems, Inc. 1998 Incentive Stock Plan (assumed by CDC Corporation). **                                                                                                                                                                                            
|        | 
|2(a).4  |  | CDC Corporation 2005 Stock Incentive Plan, as amended. ****                                                                                                                                                                                                              
|        | 
|2(a).5  |  | CDC Software Corporation 2007 Stock Incentive Plan. yy                                                                                                                                                                                                                   
|        | 
|2(a).6  |  | CDC Games Corporation 2007 Stock Incentive Plan. yy                                                                                                                                                                                                                      
|        | 
|2.(b).1 |  | Note Purchase Agreement, dated as of November 10, 2006, between CDC Corporation and each of the investors listed therein relating to the issuance and sale of $168 million aggregate principal
amount of 3.75% Senior Exchangeable Convertible Notes due 2011. yy        
|        | 
|2.(b).2 |  | Form of 3.75% Senior Exchangeable Convertible Note due 2011 issued by CDC Corporation. yy                                                                                                                                                                                
|        | 
|2.(b).3 |  | Registration Rights Agreement, dated as of November 10, 2006, among CDC Corporation, CDC Games Corporation and CDC Software Corporation. yy                                                                                                                              
|        | 
|2.(b).4 |  | Promissory Note by and between CDC Games Corporation and China.com Limited, dated as of December 29, 2006. yy                                                                                                                                                            
|        | 
|4.(a).1 |  | Share Purchase Agreement among CDC Mobile Media Corporation, Unitedcrest Investments Limited, Shenzhen KK Technology Limited, CC Mobile Media Corporation, Zheng Hui Lan, Ye Yong Ning, Liang Yan,
Ma Zhi Qiang, Zhang Zhi Gang and Palmweb Inc dated June 27, 2005. ****



2



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|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.(a).2 |  | Supplementary Agreement relating to Share Purchase Agreement among CDC Mobile Media Corporation, Unitedcrest Investments Limited, Shenzhen KK Technology Limited, CC Mobile Media Corporation,
Zheng Hui Lan, Ye Yong Ning, Liang Yan, Ma Zhi Qiang, Zhang Zhi Gang and Palmweb Inc dated June 29, 2005. ****                                                                                                                                        
|        | 
|4(a).3  |  | Stock Purchase Agreement, dated as of June 1, 2006, among CDC Business Solutions Corporation, DB Professionals, Inc., Shankar Viswanathan and Prabha Ananthanarayana. yy                                                                                                                                                                                                                                                                             
|        | 
|4(a).4  |  | Addendum No. 1 to Stock Purchase Agreement by and among CDC Business Solutions Corporation, DB Professionals, Inc., Shankar Viswanathan and Prabha Ananthanarayana, dated as of March 13, 2007.
yy                                                                                                                                                                                                                                                   
|        | 
|4(a).5  |  | Share Purchase Agreement dated as of July 25, 2006 by and among CDC Mobile Media Corporation, TimeHeart Science Technology Limited, Beijing TimeHeart Information Technology Limited, Fresh Earn
Holdings Limited, Ms. Fang Xiu Qin, Mr. Sun Kun Shan, Mr. Wang Bin, Mr. Sui Hai Gang, Ms. Fang Xiu Qin, Mr. Sun Kun Shan and Palmweb, Inc. yy                                                                                                       
|        | 
|4(a).6  |  | Amendment to Share Purchase Agreement dated as of October 5, 2006 by and among CDC Mobile Media Corporation, TimeHeart Science Technology Limited, Beijing TimeHeart Information Technology
Limited, Fresh Earn Holdings Limited, Ms. Fang Xiu Qin, Mr. Sun Kun Shan, Mr. Wang Bin, Mr. Sui Hai Gang, Ms. Fang Xiu Qin, Mr. Sun Kun Shan and Palmweb, Inc. yy                                                                                        
|        | 
|4(a).7  |  | Amendment to Share Purchase Agreement dated as of November 9, 2006 by and among CDC Mobile Media Corporation, TimeHeart Science Technology Limited, Beijing TimeHeart Information Technology
Limited, Fresh Earn Holdings Limited, Ms. Fang Xiu Qin, Mr. Sun Kun Shan, Mr. Wang Bin, Mr. Sui Hai Gang, Ms. Fang Xiu Qin, Mr. Sun Kun Shan and Palmweb, Inc. yy                                                                                       
|        | 
|4(a).8  |  | Stock Purchase Agreement, dated as of October 6, 2006, among Ross Systems Inc., Advantage Growth Fund, John Caines, Siobhan Sutcliffe, Mark Sutcliffe, Rob Archer, Robin Wight, Steve Massey,
Alistair Norman, Richard Tester, Roy Thomas, John Clement, Richard Craig, Phil Hignett, Colin Downes, Dan Saunders, Robin West, James Wood, James Cutter, Andy Neilson, Sarah Weston and Di Judd related to the acquisition of MVI Holdings Limited.
yy
|        | 
|4(a).9  |  | Guaranty Agreement dated as of October 6, 2006 by CDC Corporation. yy                                                                                                                                                                                                                                                                                                                                                                                
|        | 
|4(a).10 |  | Stock Purchase Agreement by and between CDC Games Corporation and China.com Corp., Limited, dated as of November 11, 2006. yy                                                                                                                                                                                                                                                                                                                        
|        | 
|4(a).11 |  | Merger Agreement, dated as of December 1, 2006, among China.com Corporation, CDC Mergerco Corporation and Vis.align, Inc. and the Stockholders Representative appointed thereby related to
the acquisition of Vis.align, Inc. yy                                                                                                                                                                                                                    
|        | 
|4(a).12 |  | Senior Secured Loan Agreement by CDC Mobile Media Corporation to BBMF Group, Inc. dated as of January 12, 2007. yy                                                                                                                                                                                                                                                                                                                                   
|        | 
|4(a).13 |  | Share Purchase Agreement dated as of February 16, 2007 among Ross Systems, Inc., 3i plc, The Parkmeade Group plc, James Heavey, Cathal Naughton and Michael Breare related to the acquisition of
Respond Group Limited. yy                                                                                                                                                                                                                           
|        | 
|4(a).14 |  | Merger Agreement dated as of April 16, 2007 by and among CDC Software Inc., a Delaware corporation, CDC Merger Sub, Inc., a California corporation, Saratoga Systems Inc., a California
corporation, Mark R. Elconin and Alvin W. Smith. yy                                                                                                                                                                                                          



3



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##### Index to Financial Statements

|        |  |                                                                                                                                                                                                                                                            
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |  | Description                                                                                                                                                                                                                                                
|        | 
|4(c).1  |  | Termination and Release Agreement between CDC Corporation and Asia Pacific Online Limited effective July 15, 2005. ****                                                                                                                                    
|        | 
|4(c).2  |  | Option Transfer Agreement between CDC Corporation, Asia Pacific Online Limited and Peter Yip effective July 15, 2005. ****                                                                                                                                 
|        | 
|4(c).3  |  | Termination and Release Agreement by and between CD Corporation and Dr. Raymond Kuo-Fung Chien effective August 30, 2005. ****                                                                                                                            
|        | 
|4(c).4  |  | Executive Services (CEO) Agreement between CDC Corporation Limited and Asia Pacific Online Limited effective as of April 12, 2006. y                                                                                                                       
|        | 
|6.      |  | Details of how EPS information is calculated can be found in Note 18 to our Consolidated Financial Statements.                                                                                                                                             
|        | 
|8.      |  | List of principal subsidiaries of the Company. yy                                                                                                                                                                                                          
|        | 
|12.1    |  | Certification of Chief Executive Officer required by Rule 13a-14(a). ^                                                                                                                                                                                     
|        | 
|12.2    |  | Certification of Chief Financial Officer required by Rule 13a-14(a). ^                                                                                                                                                                                     
|        | 
|13(a).1 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ^                                                                                                       
|        | 
|13(a).2 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ^                                                                                                       
|        | 
|15(a).1 |  | Consent of Deloitte Touche Tohmatsu relating to China.com Inc. dated September 9, 2008. ^                                                                                                                                                                  
|        | 
|15(a).2 |  | Consent of Ernst & Young dated September 9, 2008. ^                                                                                                                                                                                                        
|        | 
|15(a).3 |  | Consent of Deloitte Touche Tohmatsu relating to Equity Pacific Limited. ^                                                                                                                                                                                  
|        | 
|15(a).4 |  | Consent of Deloitte Touche LLP dated June 30, 2008. ^                                                                                                                                                                                                      
|        | 
|15(a).5 |  | Audited financial statements of Equity Pacific Limited for the five months ended December 31, 2004 and the full year ended December 31, 2005, and the unaudited financial statements of Equity
Pacific Limited for the three months ended March 31, 2006. ^



|* | Incorporated by reference to Post-Effective Amendment to our registration statement on Form S-8 (Reg. No. 333-11288) filed with the Commission on December 7, 2000.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Incorporated by reference to our registration statement on Form S-8 (Reg. No. 333-118619) filed with the Commission on August 27, 2004.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------

|*** | Incorporated by reference to our registration statement on Form S-8 (Reg. No. 333-123666) filed with the Commission on March 30, 2005.
|--- | --------------------------------------------------------------------------------------------------------------------------------------

|**** | Incorporated by reference to our annual report on Form 20-F filed with the Commission on June 21, 2006.
|---- | -------------------------------------------------------------------------------------------------------

|y | Incorporated by reference to our current report on Form 6-K filed with the Commission on August 10, 2006.
|- | ---------------------------------------------------------------------------------------------------------

|yy | Incorporated by reference to our annual report on Form 20-F filed with the Commission on July 2, 2007.
|-- | ------------------------------------------------------------------------------------------------------

|^ | Filed herewith.
|- | ---------------



4



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##### Index to Financial Statements

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form
20-F/A and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf on this 15thday of September, 2008.



CDC CORPORATION(Registrant)By:

/s/ Peter YipPeter YipChief Executive Officer




5



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##### Index to Financial Statements

INDEX TO EXHIBITS



|        |  |                                                                                                                                                                                                                                                                                                                                               
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |  | Description                                                                                                                                                                                                                                                                                                                                   
|1.1     |  | Amended and Restated Articles of Association and Memorandum of Association of the Company, together with amendments thereto. yy                                                                                                                                                                                                               
|        | 
|2(a).1  |  | 1999 Employee Stock Option Plan, as amended. *                                                                                                                                                                                                                                                                                                
|        | 
|2(a).2  |  | 2004 Employee Share Purchase Plan. ***                                                                                                                                                                                                                                                                                                        
|        | 
|2(a).3  |  | Ross Systems, Inc. 1998 Incentive Stock Plan (assumed by CDC Corporation). **                                                                                                                                                                                                                                                                 
|        | 
|2(a).4  |  | CDC Corporation 2005 Stock Incentive Plan, as amended. ****                                                                                                                                                                                                                                                                                   
|        | 
|2(a).5  |  | CDC Software Corporation 2007 Stock Incentive Plan. yy                                                                                                                                                                                                                                                                                        
|        | 
|2(a).6  |  | CDC Games Corporation 2007 Stock Incentive Plan. yy                                                                                                                                                                                                                                                                                           
|        | 
|2.(b).1 |  | Note Purchase Agreement, dated as of November 10, 2006, between CDC Corporation and each of the investors listed therein relating to the issuance and sale of $168 million aggregate principal
amount of 3.75% Senior Exchangeable Convertible Notes due 2011. yy                                                                             
|        | 
|2.(b).2 |  | Form of 3.75% Senior Exchangeable Convertible Note due 2011 issued by CDC Corporation. yy                                                                                                                                                                                                                                                     
|        | 
|2.(b).3 |  | Registration Rights Agreement, dated as of November 10, 2006, among CDC Corporation, CDC Games Corporation and CDC Software Corporation. yy                                                                                                                                                                                                   
|        | 
|2.(b).4 |  | Promissory Note by and between CDC Games Corporation and China.com Limited, dated as of December 29, 2006. yy                                                                                                                                                                                                                                 
|        | 
|4.(a).1 |  | Share Purchase Agreement among CDC Mobile Media Corporation, Unitedcrest Investments Limited, Shenzhen KK Technology Limited, CC Mobile Media Corporation, Zheng Hui Lan, Ye Yong Ning, Liang Yan,
Ma Zhi Qiang, Zhang Zhi Gang and Palmweb Inc dated June 27, 2005. ****                                                                     
|        | 
|4.(a).2 |  | Supplementary Agreement relating to Share Purchase Agreement among CDC Mobile Media Corporation, Unitedcrest Investments Limited, Shenzhen KK Technology Limited, CC Mobile Media Corporation,
Zheng Hui Lan, Ye Yong Ning, Liang Yan, Ma Zhi Qiang, Zhang Zhi Gang and Palmweb Inc dated June 29, 2005. ****                                 
|        | 
|4(a).3  |  | Stock Purchase Agreement, dated as of June 1, 2006, among CDC Business Solutions Corporation, DB Professionals, Inc., Shankar Viswanathan and Prabha Ananthanarayana. yy                                                                                                                                                                      
|        | 
|4(a).4  |  | Addendum No. 1 to Stock Purchase Agreement by and among CDC Business Solutions Corporation, DB Professionals, Inc., Shankar Viswanathan and Prabha Ananthanarayana, dated as of March 13, 2007.
yy                                                                                                                                            
|        | 
|4(a).5  |  | Share Purchase Agreement dated as of July 25, 2006 by and among CDC Mobile Media Corporation, TimeHeart Science Technology Limited, Beijing TimeHeart Information Technology Limited, Fresh Earn
Holdings Limited, Ms. Fang Xiu Qin, Mr. Sun Kun Shan, Mr. Wang Bin, Mr. Sui Hai Gang, Ms. Fang Xiu Qin, Mr. Sun Kun Shan and Palmweb, Inc. yy



6



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##### Index to Financial Statements

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 
|4(a).6  |  | Amendment to Share Purchase Agreement dated as of October 5, 2006 by and among CDC Mobile Media Corporation, TimeHeart Science Technology Limited, Beijing TimeHeart Information Technology
Limited, Fresh Earn Holdings Limited, Ms. Fang Xiu Qin, Mr. Sun Kun Shan, Mr. Wang Bin, Mr. Sui Hai Gang, Ms. Fang Xiu Qin, Mr. Sun Kun Shan and Palmweb, Inc. yy                                                                                        
|        | 
|4(a).7  |  | Amendment to Share Purchase Agreement dated as of November 9, 2006 by and among CDC Mobile Media Corporation, TimeHeart Science Technology Limited, Beijing TimeHeart Information Technology
Limited, Fresh Earn Holdings Limited, Ms. Fang Xiu Qin, Mr. Sun Kun Shan, Mr. Wang Bin, Mr. Sui Hai Gang, Ms. Fang Xiu Qin, Mr. Sun Kun Shan and Palmweb, Inc. yy                                                                                       
|        | 
|4(a).8  |  | Stock Purchase Agreement, dated as of October 6, 2006, among Ross Systems Inc., Advantage Growth Fund, John Caines, Siobhan Sutcliffe, Mark Sutcliffe, Rob Archer, Robin Wight, Steve Massey,
Alistair Norman, Richard Tester, Roy Thomas, John Clement, Richard Craig, Phil Hignett, Colin Downes, Dan Saunders, Robin West, James Wood, James Cutter, Andy Neilson, Sarah Weston and Di Judd related to the acquisition of MVI Holdings
Limited. yy
|        | 
|4(a).9  |  | Guaranty Agreement dated as of October 6, 2006 by CDC Corporation. yy                                                                                                                                                                                                                                                                                                                                                                                
|        | 
|4(a).10 |  | Stock Purchase Agreement by and between CDC Games Corporation and China.com Corp., Limited, dated as of November 11, 2006. yy                                                                                                                                                                                                                                                                                                                        
|        | 
|4(a).11 |  | Merger Agreement, dated as of December 1, 2006, among China.com Corporation, CDC Mergerco Corporation and Vis.align, Inc. and the Stockholders Representative appointed thereby related
to the acquisition of Vis.align, Inc. yy                                                                                                                                                                                                                    
|        | 
|4(a).12 |  | Senior Secured Loan Agreement by CDC Mobile Media Corporation to BBMF Group, Inc. dated as of January 12, 2007. yy                                                                                                                                                                                                                                                                                                                                   
|        | 
|4(a).13 |  | Share Purchase Agreement dated as of February 16, 2007 among Ross Systems, Inc., 3i plc, The Parkmeade Group plc, James Heavey, Cathal Naughton and Michael Breare related to the acquisition of
Respond Group Limited. yy                                                                                                                                                                                                                           
|        | 
|4(a).14 |  | Merger Agreement dated as of April 16, 2007 by and among CDC Software Inc., a Delaware corporation, CDC Merger Sub, Inc., a California corporation, Saratoga Systems Inc., a California
corporation, Mark R. Elconin and Alvin W. Smith. yy                                                                                                                                                                                                          
|        | 
|4(c).1  |  | Termination and Release Agreement between CDC Corporation and Asia Pacific Online Limited effective July 15, 2005. ****                                                                                                                                                                                                                                                                                                                              
|        | 
|4(c).2  |  | Option Transfer Agreement between CDC Corporation, Asia Pacific Online Limited and Peter Yip effective July 15, 2005. ****                                                                                                                                                                                                                                                                                                                           
|        | 
|4(c).3  |  | Termination and Release Agreement by and between CD Corporation and Dr. Raymond Kuo-Fung Chien effective August 30, 2005. ****                                                                                                                                                                                                                                                                                                                      
|        | 
|4(c).4  |  | Executive Services (CEO) Agreement between CDC Corporation Limited and Asia Pacific Online Limited effective as of April 12, 2006. y                                                                                                                                                                                                                                                                                                                 
|        | 
|6.      |  | Details of how EPS information is calculated can be found in Note 18 to our Consolidated Financial Statements.                                                                                                                                                                                                                                                                                                                                       



7



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##### Index to Financial Statements

|        |  |                                                                                                                                                                                                                                                            
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |  | Description                                                                                                                                                                                                                                                
|8.      |  | List of principal subsidiaries of the Company. yy                                                                                                                                                                                                          
|        | 
|12.1    |  | Certification of Chief Executive Officer required by Rule 13a-14(a). ^                                                                                                                                                                                     
|        | 
|12.2    |  | Certification of Chief Financial Officer required by Rule 13a-14(a). ^                                                                                                                                                                                     
|        | 
|13(a).1 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ^                                                                                                       
|        | 
|13(a).2 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ^                                                                                                       
|        | 
|15(a).1 |  | Consent of Deloitte Touche Tohmatsu relating to China.com Inc. dated September 9, 2008. ^                                                                                                                                                                  
|        | 
|15(a).2 |  | Consent of Ernst & Young dated September 9, 2008. ^                                                                                                                                                                                                        
|        | 
|15(a).3 |  | Consent of Deloitte Touche Tohmatsu relating to Equity Pacific Limited. ^                                                                                                                                                                                  
|        | 
|15(a).4 |  | Consent of Deloitte Touche LLP dated June 30, 2008. ^                                                                                                                                                                                                      
|        | 
|15(a).5 |  | Audited financial statements of Equity Pacific Limited for the five months ended December 31, 2004 and the full year ended December 31, 2005, and the unaudited financial statements of Equity
Pacific Limited for the three months ended March 31, 2006. ^



|* | Incorporated by reference to Post-Effective Amendment to our registration statement on Form S-8 (Reg. No. 333-11288) filed with the Commission on December 7, 2000.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Incorporated by reference to our registration statement on Form S-8 (Reg. No. 333-118619) filed with the Commission on August 27, 2004.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------

|*** | Incorporated by reference to our registration statement on Form S-8 (Reg. No. 333-123666) filed with the Commission on March 30, 2005.
|--- | --------------------------------------------------------------------------------------------------------------------------------------

|**** | Incorporated by reference to our annual report on Form 20-F filed with the Commission on June 21, 2006.
|---- | -------------------------------------------------------------------------------------------------------

|y | Incorporated by reference to our current report on Form 6-K filed with the Commission on August 10, 2006.
|- | ---------------------------------------------------------------------------------------------------------

|yy | Incorporated by reference to our annual report on Form 20-F filed with the Commission on July 2, 2007.
|-- | ------------------------------------------------------------------------------------------------------

|^ | Filed herewith.
|- | ---------------



8



---

##### Table of Contents

##### Index to Financial Statements

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                     |  |            
|---------------------------------------------------------------------------------------------------- |  | -----------
|                                                                                                     |  | Pages      
|                                                                                                     | 
|Report of Independent Registered Public Accounting Firm                                              |  | F-2 F-4   
|                                                                                                     | 
|Consolidated Balance Sheets as of December 31, 2005 and 2006                                         |  | F-5        
|                                                                                                     | 
|Consolidated Statements of Operations for the years ended December 31, 2004, 2005 and 2006           |  | F-6        
|                                                                                                     | 
|Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2005 and 2006           |  | F-7        
|                                                                                                     | 
|Consolidated Statements of Shareholders Equity for the years ended December 31, 2004, 2005 and
2006 |  | F-8  F-10 
|                                                                                                     | 
|Notes to Consolidated Financial Statements                                                           |  | F-11  F-84



F-1



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##### Table of Contents

##### Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

CDC Corporation

We have audited the accompanying consolidated balance sheets of CDC Corporation and subsidiaries (the Company) as of December 31, 2006, and the related
consolidated statements of operations, stockholders equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of CDC Corporation and subsidiaries as of December 31, 2006, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.

As discussed in Notes 2 and 23, the Company adopted Statement of Financial Accounting Standards
No. 123R, Share Based Payment, effective January 1, 2006. As discussed in Note 27 Segment Information, the accompanying footnote disclosure of segment net income (loss) for fiscal year ended December 31, 2006 has been
restated. Also, as discussed in Note 2, the Consolidated Statement of Cash Flows for 2006 has been restated.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

June 30, 2007 (June 30, 2008 as to the effects

of the restatements discussed in Notes 2 and 27)



F-2



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##### Table of Contents

##### Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

CDC Corporation

We have audited the accompanying consolidated balance sheet of CDC Corporation and subsidiaries as of December 31, 2005, and the related
consolidated statements of operations, cash flows and shareholders equity for each of the two years in the period ended December 31, 2005. These financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on our audits. We did not audit the consolidated financial statements of China.com Inc., an 81% owned subsidiary, and its subsidiaries for the period ended December 31,
2005 which statements reflect total assets constituting 34.6% and total revenues constituting 17.7% of the related 2005 consolidated totals. Those statements were audited by other auditors whose report has been furnished to us, and our opinion,
insofar as it relates to the amounts included for China.com Inc. and its subsidiaries, is based solely on the report of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an audit of the Companys internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.

In our
opinion, based on our audits and the report of the other auditors, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of CDC Corporation and subsidiaries at December 31,
2005, and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 2005, in conformity with United States generally accepted accounting principles.

As more fully described in Note 2, the Company restated its consolidated financial statements for each of the two years in the period ended
December 31, 2005.



|                 
|-----------------
|/s/ Ernst & Young
|Hong Kong        

June 20, 2006, except for the restatement described in Note 2, as to which the date is July 2, 2007.



F-3



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##### Table of Contents

##### Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of China.com Inc.:

We have
audited the accompanying consolidated balance sheet of China.com Inc. and subsidiaries (the Company) as of December 31, 2005, and the related consolidated statements of operations, cash flows and shareholders equity and
comprehensive income for the year ended December 31, 2005. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements
based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, such consolidated financial statements referred to above present fairly, in all material respects, the financial
position of China.com Inc. and subsidiaries at December 31, 2005, and the results of their operations and their cash flows for the year ended December 31, 2005 in conformity with accounting principles generally accepted in the United
States of America.

As explained in note 19, these consolidated financial statements have been restated from those previously issued
because of the correction of misstatements, due to the inappropriate application of the equity method of accounting for a change in the level of ownership of investment in affiliated companies, the failure to record the fair value of a put option
relating to affiliated companies in 2004 and the subsequent changes in fair value of the put option in 2005, and the inappropriate application of foreign currency translation of goodwill and intangible asset amounts of its subsidiaries in the
Peoples Republic of China. As a result of this restatement, the equity in loss of affiliated companies decreased by US$405,000, investment in affiliated companies increased by US$405,000, derivative liability and net income increased by
US$144,000 and US$16,000 respectively, opening accumulated profits decreased by US$160,000, goodwill and intangible assets increased by US$1,673,000 and US$13,000 respectively, and accumulated other comprehensive loss decreased by US$1,686,000. The
net effect of these restatements was to increase shareholders equity from US$198,250,000 to US$200,197,000 as at December 31, 2005 and to increase net income from US$1,842,000 to US$2,263,000 for the year ended December 31, 2005.



|                                                                                       
|---------------------------------------------------------------------------------------
|/s/ DELOITTE TOUCHE TOHMATSU                                                           
|Certified Public Accountants                                                           
|Hong Kong                                                                              
|June 20, 2006 (June 29, 2007 as to the effects of the restatement discussed in note 19)



F-4



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

CONSOLIDATED BALANCE SHEETS

(in thousands U.S. dollars, except share and per share
data)



|                                                                                                                                                                                                                                                                  |  |       |  |              |          |   |      |   |          |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | ------------ | -------- | - | ---- | - | -------- | -
|                                                                                                                                                                                                                                                                  |  |       |  | December 31, |         
|                                                                                                                                                                                                                                                                  |  | Notes |  | 2005         |          |   | 2006 |  
|ASSETS                                                                                                                                                                                                                                                            |  |       |  |              |          |   |      |   |          |  
|Current assets:                                                                                                                                                                                                                                                   |  |       |  |              |          |   |      |   |          |  
|Cash and cash equivalents                                                                                                                                                                                                                                         |  |       |  | $            | 93,719   |   |      | $ | 223,548  |  
|Restricted cash                                                                                                                                                                                                                                                   |  | 4     |  |              | 1,886    |   |      |   | 1,996    |  
|Accounts receivable (net of allowance of $4,112 and $5,373 in 2005 and 2006, respectively)                                                                                                                                                                        |  | 5     |  |              | 47,489   |   |      |   | 64,437   |  
|Note receivable                                                                                                                                                                                                                                                   |  | 7     |  |              |         |   |      |   | 25,000   |  
|Deposits, prepayments and other receivables                                                                                                                                                                                                                       |  |       |  |              | 8,536    |   |      |   | 18,525   |  
|Available-for-sale securities                                                                                                                                                                                                                                     |  | 6     |  |              | 23,777   |   |      |   | 14,401   |  
|Restricted held-to-maturity securities                                                                                                                                                                                                                            |  | 6     |  |              |         |   |      |   | 30,504   |  
|Restricted available-for-sale securities                                                                                                                                                                                                                          |  | 6     |  |              | 11,838   |   |      |   |         |  
|Deferred tax assets                                                                                                                                                                                                                                               |  | 17    |  |              | 1,474    |   |      |   | 5,061    |  
|                                                                                                                                                                                                                                                                  |  |       |  |              |          |   |      |   |          |  
|Total current assets                                                                                                                                                                                                                                              |  |       |  |              | 188,719  |   |      |   | 383,472  |  
|                                                                                                                                                                                                                                                                  |  |       | 
|Note receivable                                                                                                                                                                                                                                                   |  | 7     |  |              | 25,000   |   |      |   |         |  
|Interest receivable                                                                                                                                                                                                                                               |  |       |  |              | 1,628    |   |      |   |         |  
|Property and equipment, net                                                                                                                                                                                                                                       |  | 8     |  |              | 6,226    |   |      |   | 9,540    |  
|Goodwill                                                                                                                                                                                                                                                          |  | 9     |  |              | 200,663  |   |      |   | 205,050  |  
|Intangible assets                                                                                                                                                                                                                                                 |  | 10    |  |              | 73,574   |   |      |   | 104,069  |  
|Investments in equity investees                                                                                                                                                                                                                                   |  |       |  |              | 5,999    |   |      |   |         |  
|Investments under cost method                                                                                                                                                                                                                                     |  |       |  |              | 220      |   |      |   | 217      |  
|Available-for-sale securities                                                                                                                                                                                                                                     |  | 6     |  |              | 92,763   |   |      |   | 112,045  |  
|Restricted available-for-sale securities                                                                                                                                                                                                                          |  | 6     |  |              | 20,432   |   |      |   |         |  
|Deferred tax assets                                                                                                                                                                                                                                               |  | 17    |  |              | 12,833   |   |      |   | 34,689   |  
|Other assets                                                                                                                                                                                                                                                      |  |       |  |              | 4,975    |   |      |   | 8,351    |  
|                                                                                                                                                                                                                                                                  |  |       |  |              |          |   |      |   |          |  
|                                                                                                                                                                                                                                                                  |  |       | 
|Total assets                                                                                                                                                                                                                                                      |  |       |  | $            | 633,032  |   |      | $ | 857,433  |  
|                                                                                                                                                                                                                                                                  |  |       |  |              |          |   |      |   |          |  
|                                                                                                                                                                                                                                                                  |  |       | 
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                                                                                              |  |       |  |              |          |   |      |   |          |  
|Current liabilities:                                                                                                                                                                                                                                              |  |       |  |              |          |   |      |   |          |  
|Accounts payable                                                                                                                                                                                                                                                  |  |       |  | $            | 12,520   |   |      | $ | 24,163   |  
|Other payables                                                                                                                                                                                                                                                    |  |       |  |              | 3,089    |   |      |   | 2,740    |  
|Purchase consideration payables                                                                                                                                                                                                                                   |  |       |  |              | 1,229    |   |      |   | 5,626    |  
|Accrued liabilities                                                                                                                                                                                                                                               |  |       |  |              | 24,369   |   |      |   | 36,787   |  
|Restructuring accruals, current portion                                                                                                                                                                                                                           |  | 25    |  |              | 3,183    |   |      |   | 2,411    |  
|Accrued pension liability, current portion                                                                                                                                                                                                                        |  | 24    |  |              | 1,673    |   |      |   |         |  
|Short-term bank loans                                                                                                                                                                                                                                             |  |       |  |              | 26,249   |   |      |   | 18,991   |  
|Deferred revenue                                                                                                                                                                                                                                                  |  |       |  |              | 37,178   |   |      |   | 46,033   |  
|Income tax payable                                                                                                                                                                                                                                                |  |       |  |              | 2,579    |   |      |   | 4,202    |  
|Deferred tax liabilities                                                                                                                                                                                                                                          |  |       |  |              | 1,203    |   |      |   | 1,641    |  
|                                                                                                                                                                                                                                                                  |  |       |  |              |          |   |      |   |          |  
|Total current liabilities                                                                                                                                                                                                                                         |  |       |  |              | 113,272  |   |      |   | 142,594  |  
|                                                                                                                                                                                                                                                                  |  |       | 
|Deferred tax liabilities                                                                                                                                                                                                                                          |  | 17    |  |              | 16,451   |   |      |   | 16,041   |  
|Convertible notes                                                                                                                                                                                                                                                 |  | 12    |  |              |         |   |      |   | 161,859  |  
|Embedded derivatives related to convertible notes                                                                                                                                                                                                                 |  | 12    |  |              |         |   |      |   | 5,786    |  
|Restructuring accruals, net of current portion                                                                                                                                                                                                                    |  | 25    |  |              | 4,171    |   |      |   | 3,599    |  
|Other liabilities                                                                                                                                                                                                                                                 |  |       |  |              | 439      |   |      |   | 419      |  
|                                                                                                                                                                                                                                                                  |  |       |  |              |          |   |      |   |          |  
|Total liabilities                                                                                                                                                                                                                                                 |  |       |  |              | 134,333  |   |      |   | 330,298  |  
|                                                                                                                                                                                                                                                                  |  |       | 
|Minority interests                                                                                                                                                                                                                                                |  |       |  |              | 52,201   |   |      |   | 72,512   |  
|                                                                                                                                                                                                                                                                  |  |       | 
|Contingencies and commitments                                                                                                                                                                                                                                     |  | 27    |  |              |          |   |      |   |          |  
|                                                                                                                                                                                                                                                                  |  |       | 
|Shareholders equity:                                                                                                                                                                                                                                             |  |       |  |              |          |   |      |   |          |  
|Preferred shares, $0.001 par value; 5,000,000 shares authorized, no shares issued                                                                                                                                                                                 |  |       |  |              |         |   |      |   |         |  
|Class A common shares, $0.00025 par value; 800,000,000 shares authorized; 111,364,999 and 114,092,737 shares issued as of December 31, 2005
and 2006, respectively; 109,762,262 and 106,401,376 shares outstanding as of December 31, 2005 and 2006, respectively |  |       |  |              | 28       |   |      |   | 28       |  
|Additional paid-in capital                                                                                                                                                                                                                                        |  |       |  |              | 676,003  |   |      |   | 692,143  |  
|Common stock held in treasury; 1,602,737 and 7,691,361 shares at December 31, 2005 and 2006, respectively                                                                                                                                                         |  |       |  |              | (4,032   | ) |      |   | (32,102  | )
|Accumulated deficit                                                                                                                                                                                                                                               |  |       |  |              | (228,130 | ) |      |   | (217,290 | )
|Accumulated other comprehensive income                                                                                                                                                                                                                            |  | 13    |  |              | 2,629    |   |      |   | 11,844   |  
|                                                                                                                                                                                                                                                                  |  |       |  |              |          |   |      |   |          |  
|Total shareholders equity                                                                                                                                                                                                                                        |  |       |  |              | 446,498  |   |      |   | 454,623  |  
|                                                                                                                                                                                                                                                                  |  |       |  |              |          |   |      |   |          |  
|                                                                                                                                                                                                                                                                  |  |       | 
|Total liabilities and shareholders equity                                                                                                                                                                                                                        |  |       |  | $            | 633,032  |   |      | $ | 857,433  |  
|                                                                                                                                                                                                                                                                  |  |       |  |              |          |   |      |   |          |  

The accompanying notes form an integral part of these consolidated financial statements.



F-5



---

##### Table of Contents

##### Index to Financial Statements

CDC Corporation

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands U.S. dollars, except share and per
share data)



|                                                                 |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|---------------------------------------------------------------- |  | ----- |  | ------------------------ | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                 |  |       |  | Years ended December 31, |         
|                                                                 |  | Notes |  | 2004                     |          |   | 2005 |   |          | 2006 | 
|Revenues:                                                        |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|Software                                                         |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|Licenses                                                         |  |       |  | $                        | 28,581   |   |      | $ | 38,541   |      |  | $ | 46,260   |  
|Maintenance and consulting services                              |  |       |  |                          | 79,067   |   |      |   | 120,263  |      |  |   | 129,114  |  
|Business Services                                                |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|IT products                                                      |  |       |  |                          | 2,083    |   |      |   | 2,079    |      |  |   | 3,038    |  
|Consulting services                                              |  |       |  |                          | 37,308   |   |      |   | 37,139   |      |  |   | 59,315   |  
|Advertising                                                      |  |       |  |                          | 3,536    |   |      |   | 3,468    |      |  |   | 3,094    |  
|Mobile Services and Applications                                 |  |       |  |                          | 23,694   |   |      |   | 34,389   |      |  |   | 31,862   |  
|Internet and Media                                               |  |       |  |                          | 8,183    |   |      |   | 8,995    |      |  |   | 10,064   |  
|CDC Games                                                        |  |       |  |                          |         |   |      |   |         |      |  |   | 26,780   |  
|                                                                 |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|Total revenues                                                   |  |       |  |                          | 182,452  |   |      |   | 244,874  |      |  |   | 309,528  |  
|                                                                 |  |       |  |                         
|Cost of revenues:                                                |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|Software                                                         |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|Licenses                                                         |  |       |  |                          | (3,486   | ) |      |   | (6,750   | )    |  |   | (8,408   | )
|Maintenance and consulting services                              |  |       |  |                          | (39,754  | ) |      |   | (55,792  | )    |  |   | (61,115  | )
|Amortization of purchased technologies                           |  |       |  |                          | (3,485   | ) |      |   | (5,528   | )    |  |   | (5,009   | )
|Business Services                                                |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|IT products                                                      |  |       |  |                          | (1,879   | ) |      |   | (1,671   | )    |  |   | (1,834   | )
|Consulting services                                              |  |       |  |                          | (24,871  | ) |      |   | (24,338  | )    |  |   | (42,388  | )
|Advertising                                                      |  |       |  |                          | (1,326   | ) |      |   | (1,159   | )    |  |   | (978     | )
|Mobile Services and Applications                                 |  |       |  |                          | (4,597   | ) |      |   | (15,262  | )    |  |   | (13,004  | )
|Internet and Media                                               |  |       |  |                          | (3,319   | ) |      |   | (3,449   | )    |  |   | (4,095   | )
|CDC Games                                                        |  |       |  |                          |         |   |      |   |         |      |  |   | (10,631  | )
|                                                                 |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|Total cost of revenues                                           |  |       |  |                          | (82,717  | ) |      |   | (113,949 | )    |  |   | (147,462 | )
|                                                                 |  |       |  |                         
|Gross profit                                                     |  |       |  |                          | 99,735   |   |      |   | 130,925  |      |  |   | 162,066  |  
|                                                                 |  |       |  |                         
|Operating expenses:                                              |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|Selling, general and administrative expenses                     |  |       |  |                          | (80,326  | ) |      |   | (100,549 | )    |  |   | (125,500 | )
|Research and development expenses                                |  |       |  |                          | (13,825  | ) |      |   | (22,605  | )    |  |   | (19,981  | )
|Depreciation and amortization expenses                           |  |       |  |                          | (8,919   | ) |      |   | (9,937   | )    |  |   | (10,976  | )
|Restructuring expenses                                           |  | 25    |  |                          | (3,760   | ) |      |   | (1,667   | )    |  |   | (1,974   | )
|                                                                 |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|Total operating expenses                                         |  |       |  |                          | (106,830 | ) |      |   | (134,758 | )    |  |   | (158,431 | )
|                                                                 |  |       |  |                         
|Operating income (loss)                                          |  |       |  |                          | (7,095   | ) |      |   | (3,833   | )    |  |   | 3,635    |  
|                                                                 |  |       |  |                         
|Other income (expenses):                                         |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|Interest income                                                  |  |       |  |                          | 9,654    |   |      |   | 8,156    |      |  |   | 10,680   |  
|Interest expense                                                 |  |       |  |                          | (1,895   | ) |      |   | (1,257   | )    |  |   | (3,038   | )
|Gain on disposal of available-for-sale securities                |  |       |  |                          | 167      |   |      |   | 525      |      |  |   | 344      |  
|Gain on disposal of subsidiaries and cost investments            |  |       |  |                          | 892      |   |      |   | 483      |      |  |   | 3,087    |  
|Gain on change in fair value of derivatives                      |  |       |  |                          |         |   |      |   |         |      |  |   | 531      |  
|Impairment of cost investments and available-for-sale securities |  |       |  |                          | (1,362   | ) |      |   |         |      |  |   |         |  
|Share of income (losses) in equity investees                     |  |       |  |                          | (468     | ) |      |   | (1,172   | )    |  |   | 976      |  
|                                                                 |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|Total other income                                               |  |       |  |                          | 6,988    |   |      |   | 6,735    |      |  |   | 12,579   |  
|                                                                 |  |       |  |                         
|Income (loss) before income taxes                                |  |       |  |                          | (107     | ) |      |   | 2,902    |      |  |   | 16,214   |  
|Income tax expense                                               |  | 17    |  |                          | (3,375   | ) |      |   | (4,957   | )    |  |   | (3,062   | )
|                                                                 |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|                                                                 |  |       |  |                         
|Income (loss) before minority interests                          |  |       |  |                          | (3,482   | ) |      |   | (2,055   | )    |  |   | 13,152   |  
|Minority interests in income of consolidated subsidiaries        |  |       |  |                          | (925     | ) |      |   | (1,409   | )    |  |   | (2,312   | )
|                                                                 |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|Income (loss) from continuing operations                         |  |       |  |                          | (4,407   | ) |      |   | (3,464   | )    |  |   | 10,840   |  
|Discontinued operations:                                         |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|Loss from operations of discontinued subsidiaries                |  | 19    |  |                          | (610     | ) |      |   | (47      | )    |  |   |         |  
|Loss on disposal/dissolution of discontinued subsidiaries, net   |  | 19    |  |                          | (950     | ) |      |   | (3       | )    |  |   |         |  
|                                                                 |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|                                                                 |  |       |  |                         
|Net income (loss)                                                |  |       |  | $                        | (5,967   | ) |      | $ | (3,514   | )    |  | $ | 10,840   |  
|                                                                 |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|                                                                 |  |       |  |                         
|Basic earnings (loss) per share from continuing operations       |  | 18    |  | $                        | (0.04    | ) |      | $ | (0.03    | )    |  | $ | 0.10     |  
|                                                                 |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|Diluted earnings (loss) per share from continuing operations     |  | 18    |  | $                        | (0.04    | ) |      | $ | (0.03    | )    |  | $ | 0.10     |  
|                                                                 |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|Basic and diluted earnings (loss) per share                      |  | 18    |  | $                        | (0.06    | ) |      | $ | (0.03    | )    |  | $ | 0.10     |  
|                                                                 |  |       |  |                          |          |   |      |   |          |      |  |   |          |  
|Diluted earnings (loss) per share                                |  | 18    |  | $                        | (0.06    | ) |      | $ | (0.03    | )    |  | $ | 0.10     |  
|                                                                 |  |       |  |                          |          |   |      |   |          |      |  |   |          |  

The accompanying notes form an integral part of these consolidated financial statements.



F-6



---

##### Table of Contents

##### Index to Financial Statements

CDC Corporation

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands U.S. dollars, except share and per
share data)



|                                                                                                    |  |                           |          |   |      |   |         |      |  |   |         |  
|--------------------------------------------------------------------------------------------------- |  | ------------------------- | -------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                    |  | Years Ended, December 31, |         
|                                                                                                    |  | 2004                      |          |   | 2005 |   |         | 2006 | 
|OPERATING ACTIVITIES:                                                                               |  |                           |          |   |      |   |         |      |  |   |         |  
|Net (loss) income                                                                                   |  | $                         | (5,967   | ) |      | $ | (3,514  | )    |  | $ | 10,840  |  
|Adjustments to reconcile net (loss) income to net cash provided by operating activities:            |  |                           |          |   |      |   |         |      |  |   |         |  
|Minority interests in income of consolidated subsidiaries                                           |  |                           | 925      |   |      |   | 1,409   |      |  |   | 2,312   |  
|Loss (gain) on disposal/write-off of property and equipment                                         |  |                           | 1,055    |   |      |   | (1,179  | )    |  |   | 137     |  
|Gain on disposal of available-for-sale securities                                                   |  |                           | (167     | ) |      |   | (525    | )    |  |   | (344    | )
|Loss (gain) on disposal of subsidiaries and cost investments                                        |  |                           | 401      |   |      |   | (483    | )    |  |   | (3,087  | )
|Amortization of intangible assets                                                                   |  |                           | 11,088   |   |      |   | 13,238  |      |  |   | 18,002  |  
|Depreciation                                                                                        |  |                           | 3,721    |   |      |   | 3,866   |      |  |   | 4,385   |  
|Stock compensation expenses                                                                         |  |                           | 2,051    |   |      |   | 1,421   |      |  |   | 7,700   |  
|Share of income (losses) in equity investees                                                        |  |                           | 468      |   |      |   | 1,172   |      |  |   | (976    | )
|Impairment of cost investments and available-for-sale securities                                    |  |                           | 1,362    |   |      |   |        |      |  |   |        |  
|Deferred provision for income taxes                                                                 |  |                           | 1,731    |   |      |   | 3,698   |      |  |   | (1,082  | )
|Expenses settled by issuance of shares                                                              |  |                           | 1,612    |   |      |   |        |      |  |   |        |  
|Interest (income) expense                                                                           |  |                           |         |   |      |   | (390    | )    |  |   | 273     |  
|Fair market value adjustment of derivative instruments                                              |  |                           |         |   |      |   |        |      |  |   | (531    | )
|Changes in operating assets and liabilities:                                                        |  |                           |          |   |      |   |         |      |  |   |         |  
|Accounts receivable                                                                                 |  |                           | (12,485  | ) |      |   | (5,024  | )    |  |   | (6,402  | )
|Deposits, prepayments and other receivables                                                         |  |                           | 3,545    |   |      |   | 1,210   |      |  |   | (6,353  | )
|Other assets                                                                                        |  |                           | 200      |   |      |   | (1,500  | )    |  |   | 306     |  
|Accounts payable                                                                                    |  |                           | 88       |   |      |   | (419    | )    |  |   | 3,185   |  
|Accrued liabilities                                                                                 |  |                           | (6,159   | ) |      |   | (2,971  | )    |  |   | 6,445   |  
|Other payables                                                                                      |  |                           | (444     | ) |      |   | (956    | )    |  |   | (453    | )
|Deferred revenue                                                                                    |  |                           | 6,483    |   |      |   | 3,822   |      |  |   | 4,347   |  
|Income tax payable                                                                                  |  |                           | 1,644    |   |      |   | (609    | )    |  |   | 1,567   |  
|Accrued pension liability                                                                           |  |                           | (683     | ) |      |   | (707    | )    |  |   | (1,673  | )
|Other liabilities                                                                                   |  |                           | 321      |   |      |   | 389     |      |  |   | 732     |  
|                                                                                                    |  |                           |          |   |      |   |         |      |  |   |         |  
|                                                                                                    |  |                           |         
|Net cash provided by operating activities                                                           |  | $                         | 10,790   |   |      | $ | 11,948  |      |  | $ | 39,330  |  
|                                                                                                    |  |                           |          |   |      |   |         |      |  |   |         |  
|                                                                                                    |  |                           |         
|INVESTING ACTIVITIES:                                                                               |  |                           |          |   |      |   |         |      |  |   |         |  
|Purchases of subsidiaries, net of cash acquired                                                     |  | $                         | (112,724 | ) |      | $ | (15,537 | )    |  | $ | (33,428 | )
|Purchases of property and equipment                                                                 |  |                           | (3,661   | ) |      |   | (3,730  | )    |  |   | (4,403  | )
|Acquisition of equity investees                                                                     |  |                           | (4,000   | ) |      |   | (3,500  | )    |  |   |        |  
|Purchases of securities                                                                             |  |                           | (80,314  | ) |      |   |        |      |  |   | (43,067 | )
|Purchases of intangible assets                                                                      |  |                           | (4,705   | ) |      |   | (7,802  | )    |  |   | (13,487 | )
|Proceeds from disposal of securities                                                                |  |                           | 212,053  |   |      |   | 30,611  |      |  |   | 35,892  |  
|Proceeds from disposal of property and equipment                                                    |  |                           | 663      |   |      |   | 4,315   |      |  |   |        |  
|Proceeds (cash disbursements) from disposal of subsidiaries                                         |  |                           | (529     | ) |      |   | 1,140   |      |  |   |        |  
|Proceeds from disposal of cost investments                                                          |  |                           | 494      |   |      |   | 1,117   |      |  |   | 7,581   |  
|Decrease (increase) in restricted cash                                                              |  |                           | (3,648   | ) |      |   | 2,000   |      |  |   | (110    | )
|                                                                                                    |  |                           |          |   |      |   |         |      |  |   |         |  
|                                                                                                    |  |                           |         
|Net cash provided (used) in investing activities                                                    |  | $                         | 3,629    |   |      | $ | 8,614   |      |  | $ | (51,022 | )
|                                                                                                    |  |                           |          |   |      |   |         |      |  |   |         |  
|                                                                                                    |  |                           |         
|FINANCING ACTIVITIES:                                                                               |  |                           |          |   |      |   |         |      |  |   |         |  
|Issuance of share capital, net of offering costs                                                    |  | $                         | 4,061    |   |      | $ | 1,052   |      |  | $ | 8,512   |  
|Proceeds from bank loans                                                                            |  |                           | 87,537   |   |      |   | 5,075   |      |  |   |        |  
|Repayment of bank loans                                                                             |  |                           | (51,352  | ) |      |   | (42,480 | )    |  |   | (45,987 | )
|Proceeds from sale of convertible notes                                                             |  |                           |         |   |      |   |        |      |  |   | 168,000 |  
|Debt issuance costs                                                                                 |  |                           |         |   |      |   |        |      |  |   | (3,460  | )
|Proceeds of purchase note agreements                                                                |  |                           |         |   |      |   |        |      |  |   | 38,700  |  
|Purchases of treasury stock                                                                         |  |                           |         |   |      |   |        |      |  |   | (28,070 | )
|                                                                                                    |  |                           |          |   |      |   |         |      |  |   |         |  
|                                                                                                    |  |                           |         
|Net cash provided by (used in) financing activities                                                 |  | $                         | 40,246   |   |      | $ | (36,353 | )    |  | $ | 137,695 |  
|                                                                                                    |  |                           |          |   |      |   |         |      |  |   |         |  
|Effect of exchange differences on cash                                                              |  |                           | 33       |   |      |   | (696    | )    |  |   | 3,826   |  
|                                                                                                    |  |                           |          |   |      |   |         |      |  |   |         |  
|Net increase (decrease) in cash and cash equivalents                                                |  | $                         | 54,698   |   |      | $ | (16,487 | )    |  | $ | 129,829 |  
|Cash and cash equivalents at beginning of year                                                      |  |                           | 55,508   |   |      |   | 110,206 |      |  |   | 93,719  |  
|                                                                                                    |  |                           |          |   |      |   |         |      |  |   |         |  
|Cash and cash equivalents at end of year                                                            |  | $                         | 110,206  |   |      | $ | 93,719  |      |  | $ | 223,548 |  
|                                                                                                    |  |                           |          |   |      |   |         |      |  |   |         |  
|                                                                                                    |  |                           |         
|Interest paid                                                                                       |  | $                         | 1,348    |   |      | $ | 955     |      |  | $ | 592     |  
|Income taxes paid                                                                                   |  | $                         |         |   |      | $ | 695     |      |  | $ | 1,988   |  
|Non-cash activities:                                                                                |  |                           |          |   |      |   |         |      |  |   |         |  
|Class A common shares issued for settlement of other payables                                       |  | $                         | 3,036    |   |      | $ |        |      |  | $ |        |  
|Reissuance of treasury stock for the acquisition of subsidiaries                                    |  | $                         |         |   |      | $ |        |      |  | $ |        |  
|Class A common shares and stock options issued as consideration for the acquisition of subsidiaries |  | $                         | 49,610   |   |      | $ | 54      |      |  | $ | 741     |  

The accompanying notes form an integral part of these consolidated financial statements.



F-7



---

##### Table of Contents

##### Index to Financial Statements

CDC Corporation

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

(in thousands U.S. dollars, except
share and per share data)



|                                                                                                         |  |                 |  |              |    |                          |   |               |  |   |                            |   |  |                                            |        |   |                    |   |       |                          |  |   |          |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | --------------- |  | ------------ | -- | ------------------------ | - | ------------- |  | - | -------------------------- | - |  | ------------------------------------------ | ------ | - | ------------------ | - | ----- | ------------------------ |  | - | -------- | - |  | - | ------- | -
|                                                                                                         |  | Numberof shares |  | Commonshares |    | Additionalpaid-incapital |   | Treasurystock |  |   | Comprehensiveincome (loss) |   |  | Accumulatedothercomprehensiveincome (loss) |        |   | Accumulateddeficit |   |       | Totalshareholdersequity | 
|                                                                                                         |  | (000)          |  |              |    |                          |   |               |  |   |                            |   |  |                                            |        |   |                    |   |       |                          | 
|Balance at January 1, 2004                                                                               |  | 101,588         |  | $            | 25 |                          | $ | 614,721       |  | $ | (4,067                     | ) |  | $                                          |       |   |                    | $ | 3,671 |                          |  | $ | (218,649 | ) |  |   | 395,701 |  
|Exercise of employee stock options                                                                       |  | 1,068           |  |              | 1  |                          |   | 4,060         |  |   |                           |   |  |                                            |       |   |                    |   |      |                          |  |   |         |   |  |   | 4,061   |  
|Issuance of shares for non-cash transactions                                                             |  | 8,237           |  |              | 2  |                          |   | 50,455        |  |   |                           |   |  |                                            |       |   |                    |   |      |                          |  |   |         |   |  |   | 50,457  |  
|Stock compensation expenses on options granted                                                           |  |                |  |              |   |                          |   | 4,240         |  |   |                           |   |  |                                            |       |   |                    |   |      |                          |  |   |         |   |  |   | 4,240   |  
|Unrealized losses, net of unrealized gains on available-for-sale securities                              |  |                |  |              |   |                          |   |              |  |   |                           |   |  |                                            | (593   | ) |                    |   | (593  | )                        |  |   |         |   |  |   | (593    | )
|Minority interests share of unrealized losses, net of unrealized gains on available-for-sale securities |  |                |  |              |   |                          |   |              |  |   |                           |   |  |                                            | 53     |   |                    |   | 53    |                          |  |   |         |   |  |   | 53      |  
|Foreign currency translation adjustments                                                                 |  |                |  |              |   |                          |   |              |  |   |                           |   |  |                                            | 1,750  |   |                    |   | 1,750 |                          |  |   |         |   |  |   | 1,750   |  
|Less: reclassification adjustment for losses, net of gains included in net loss                          |  |                |  |              |   |                          |   |              |  |   |                           |   |  |                                            | 274    |   |                    |   | 274   |                          |  |   |         |   |  |   | 274     |  
|Net loss for the year                                                                                    |  |                |  |              |   |                          |   |              |  |   |                           |   |  |                                            | (5,967 | ) |                    |   |      |                          |  |   | (5,967   | ) |  |   | (5,967  | )
|                                                                                                         |  |                 |  |              |    |                          |   |               |  |   |                            |   |  |                                            |        |   |                    |   |       |                          |  |   |          |   |  |   |         |  
|Comprehensive loss                                                                                       |  |                |  |              |   |                          |   |              |  |   |                           |   |  | $                                          | (4,483 | ) |                    |   |      |                          |  |   |         |   |  |   |        |  
|                                                                                                         |  |                 |  |              |    |                          |   |               |  |   |                            |   |  |                                            |        |   |                    |   |       |                          |  |   |          |   |  |   |         |  
|Balance at December 31, 2004                                                                             |  | 110,893         |  | $            | 28 |                          | $ | 673,476       |  | $ | (4,067                     | ) |  |                                            |        |   |                    | $ | 5,155 |                          |  | $ | (224,616 | ) |  | $ | 449,976 |  
|                                                                                                         |  |                 |  |              |    |                          |   |               |  |   |                            |   |  |                                            |        |   |                    |   |       |                          |  |   |          |   |  |   |         |  

The accompanying notes form an integral part of these consolidated financial statements.



F-8



---

##### Table of Contents

##### Index to Financial Statements

CDC Corporation

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

(in thousands U.S. dollars, except share and per share
data)



|                                                                                                         |  |                 |  |              |    |                          |   |               |  |   |                            |   |  |                                            |        |   |                    |   |        |                          |  |   |          |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | --------------- |  | ------------ | -- | ------------------------ | - | ------------- |  | - | -------------------------- | - |  | ------------------------------------------ | ------ | - | ------------------ | - | ------ | ------------------------ |  | - | -------- | - |  | - | ------- | -
|                                                                                                         |  | Numberof shares |  | Commonshares |    | Additionalpaid-incapital |   | Treasurystock |  |   | Comprehensiveincome (loss) |   |  | Accumulatedothercomprehensiveincome (loss) |        |   | Accumulateddeficit |   |        | Totalshareholdersequity | 
|                                                                                                         |  | (000)          |  |              |    |                          |   |               |  |   |                            |   |  |                                            |        |   |                    |   |        |                          | 
|Balance at January 1, 2005                                                                               |  | 110,893         |  | $            | 28 |                          | $ | 673,476       |  | $ | (4,067                     | ) |  | $                                          |       |   |                    | $ | 5,155  |                          |  | $ | (224,616 | ) |  | $ | 449,976 |  
|Exercise of employee stock options                                                                       |  | 282             |  |              |   |                          |   | 583           |  |   |                           |   |  |                                            |       |   |                    |   |       |                          |  |   |         |   |  |   | 583     |  
|Employee stock purchase plan                                                                             |  | 178             |  |              |   |                          |   | 469           |  |   |                           |   |  |                                            |       |   |                    |   |       |                          |  |   |         |   |  |   | 469     |  
|Issuance of shares for non-cash transactions                                                             |  | 12              |  |              |   |                          |   | 54            |  |   |                           |   |  |                                            |       |   |                    |   |       |                          |  |   |         |   |  |   | 54      |  
|Reissuance of treasury stock for non-cash transactions                                                   |  |                |  |              |   |                          |   |              |  |   | 35                         |   |  |                                            |       |   |                    |   |       |                          |  |   |         |   |  |   | 35      |  
|Stock compensation expenses on options granted                                                           |  |                |  |              |   |                          |   | 1,421         |  |   |                           |   |  |                                            |       |   |                    |   |       |                          |  |   |         |   |  |   | 1,421   |  
|Unrealized losses, net of unrealized gains on available-for-sale securities                              |  |                |  |              |   |                          |   |              |  |   |                           |   |  |                                            | (2,534 | ) |                    |   | (2,534 | )                        |  |   |         |   |  |   | (2,534  | )
|Minority interests share of unrealized losses, net of unrealized gains on available-for-sale securities |  |                |  |              |   |                          |   |              |  |   |                           |   |  |                                            | 217    |   |                    |   | 217    |                          |  |   |         |   |  |   | 217     |  
|Foreign currency translation adjustments                                                                 |  |                |  |              |   |                          |   |              |  |   |                           |   |  |                                            | (355   | ) |                    |   | (355   | )                        |  |   |         |   |  |   | (355    | )
|Less: reclassification adjustment for losses, net of gains included in net loss                          |  |                |  |              |   |                          |   |              |  |   |                           |   |  |                                            | 146    |   |                    |   | 146    |                          |  |   |         |   |  |   | 146     |  
|Net loss for the year                                                                                    |  |                |  |              |   |                          |   |              |  |   |                           |   |  |                                            | (3,514 | ) |                    |   |       |                          |  |   | (3,514   | ) |  |   | (3,514  | )
|                                                                                                         |  |                 |  |              |    |                          |   |               |  |   |                            |   |  |                                            |        |   |                    |   |        |                          |  |   |          |   |  |   |         |  
|Comprehensive loss                                                                                       |  |                |  |              |   |                          |   |              |  |   |                           |   |  | $                                          | (6,040 | ) |                    |   |       |                          |  |   |         |   |  |   |         |  
|                                                                                                         |  |                 |  |              |    |                          |   |               |  |   |                            |   |  |                                            |        |   |                    |   |        |                          |  |   |          |   |  |   |         |  
|Balance at December 31, 2005                                                                             |  | 111,365         |  | $            | 28 |                          | $ | 676,003       |  | $ | (4,032                     | ) |  |                                            |        |   |                    | $ | 2,629  |                          |  | $ | (228,130 | ) |  | $ | 446,498 |  
|                                                                                                         |  |                 |  |              |    |                          |   |               |  |   |                            |   |  |                                            |        |   |                    |   |        |                          |  |   |          |   |  |   |         |  

The accompanying notes form an integral part of these consolidated financial statements.



F-9



---

##### Table of Contents

##### Index to Financial Statements

CDC Corporation

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

(in thousands U.S. dollars, except share and per share
data)



|                                                                                                         |  |                 |  |              |    |                          |   |               |  |   |                            |   |  |                                            |        |   |                    |   |        |                          |  |   |          |   |  |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | --------------- |  | ------------ | -- | ------------------------ | - | ------------- |  | - | -------------------------- | - |  | ------------------------------------------ | ------ | - | ------------------ | - | ------ | ------------------------ |  | - | -------- | - |  | - | ------- | -
|                                                                                                         |  | Numberof shares |  | Commonshares |    | Additionalpaid-incapital |   | Treasurystock |  |   | Comprehensiveincome (loss) |   |  | Accumulatedothercomprehensiveincome (loss) |        |   | Accumulateddeficit |   |        | Totalshareholdersequity | 
|                                                                                                         |  | (000)          |  |              |    |                          |   |               |  |   |                            |   |  |                                            |        |   |                    |   |        |                          | 
|Balance at January 1, 2006                                                                               |  | 111,365         |  | $            | 28 |                          | $ | 676,003       |  | $ | (4,032                     | ) |  | $                                          |       |   |                    | $ | 2,629  |                          |  | $ | (228,130 | ) |  | $ | 446,498 |  
|Exercise of employee stock options                                                                       |  | 2,401           |  |              |   |                          |   | 7,963         |  |   |                           |   |  |                                            |       |   |                    |   |       |                          |  |   |         |   |  |   | 7,963   |  
|Employee stock purchase plan                                                                             |  | 161             |  |              |   |                          |   | 549           |  |   |                           |   |  |                                            |       |   |                    |   |       |                          |  |   |         |   |  |   | 549     |  
|Issuance of shares for non-cash transactions                                                             |  | 166             |  |              |   |                          |   | 741           |  |   |                           |   |  |                                            |       |   |                    |   |       |                          |  |   |         |   |  |   | 741     |  
|Purchase of treasury stock                                                                               |  |                |  |              |   |                          |   |              |  |   | (28,070                    | ) |  |                                            |       |   |                    |   |       |                          |  |   |         |   |  |   | (28,070 | )
|Stock compensation expenses on options granted                                                           |  |                |  |              |   |                          |   | 6,887         |  |   |                           |   |  |                                            |       |   |                    |   |       |                          |  |   |         |   |  |   | 6,887   |  
|Unrealized losses, net of unrealized gains on available-for-sale securities                              |  |                |  |              |   |                          |   |              |  |   |                           |   |  |                                            | 681    |   |                    |   | 681    |                          |  |   |         |   |  |   | 681     |  
|Minority interests share of unrealized losses, net of unrealized gains on available-for-sale securities |  |                |  |              |   |                          |   |              |  |   |                           |   |  |                                            | 11     |   |                    |   | 11     |                          |  |   |         |   |  |   | 11      |  
|Foreign currency translation adjustments                                                                 |  |                |  |              |   |                          |   |              |  |   |                           |   |  |                                            | 8,528  |   |                    |   | 8,528  |                          |  |   |         |   |  |   | 8,528   |  
|Less: reclassification adjustment for losses, net of gains included in net income                        |  |                |  |              |   |                          |   |              |  |   |                           |   |  |                                            | (5     | ) |                    |   | (5     | )                        |  |   |         |   |  |   | (5      | )
|Net income for the year                                                                                  |  |                |  |              |   |                          |   |              |  |   |                           |   |  |                                            | 10,840 |   |                    |   |       |                          |  |   | 10,840   |   |  |   | 10,840  |  
|                                                                                                         |  |                 |  |              |    |                          |   |               |  |   |                            |   |  |                                            |        |   |                    |   |        |                          |  |   |          |   |  |   |         |  
|Comprehensive income                                                                                     |  |                |  |              |   |                          |   |              |  |   |                           |   |  | $                                          | 20,055 |   |                    |   |       |                          |  |   |         |   |  |   |         |  
|                                                                                                         |  |                 |  |              |    |                          |   |               |  |   |                            |   |  |                                            |        |   |                    |   |        |                          |  |   |          |   |  |   |         |  
|Balance at December 31, 2006                                                                             |  | 114,093         |  | $            | 28 |                          | $ | 692,143       |  | $ | (32,102                    | ) |  |                                            |        |   |                    | $ | 11,844 |                          |  | $ | (217,290 | ) |  | $ | 454,623 |  
|                                                                                                         |  |                 |  |              |    |                          |   |               |  |   |                            |   |  |                                            |        |   |                    |   |        |                          |  |   |          |   |  |   |         |  

The accompanying notes form an integral part of these consolidated financial statements.



F-10



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and
per share data)



|1. | ORGANIZATION AND BUSINESS OPERATIONS
|-- | ------------------------------------

CDC Corporation (together with its subsidiaries, the Company or CDC), with facilities in the Peoples Republic of China (PRC), North America, Europe and Australia, is a global provider of enterprise
software, mobile services and applications, internet and media services and the development and operation of online games. The Company was incorporated in the Cayman Islands in June 1997 as a limited liability company.

The Company offers the following products and services to customers in Hong Kong, Taiwan and the PRC (the Greater China) and
other parts of Asia, Australia, New Zealand, North America, South America, the United Kingdom and the rest of Europe. The Company has the following operating segments:



| |  |  | Software. The Company offers a broad range of software solutions for mid-sized enterprises. The software suite includes Enterprise Resource Planning
(ERP), Customer Relationship Management (CRM), Supply Chain Management (SCM), Order Management Systems (OMS), Human Resources and Payroll Management (HRM) and Business Intelligence
(BI) products.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Business Services. The Companys business services offering includes information technology services, eBusiness consulting, web development and
outsourcing in Hong Kong, Australia, Korea, and the United States of America (the U.S.), and a marketing database and marketing support service offered principally in Australia and New Zealand. The Companys business services
companies provide program management, outsourcing services, application development and ongoing support services using a wide range of technologies.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mobile Services and Applications. The Companys mobile services and applications business provides news and mobile applications services targeting the
consumer market in China. It offers wireless services including Short Message Service (SMS), Interactive Voice Response (IVR), Multimedia Message Service (MMS) and Wireless Application Protocol (WAP).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Internet and Media. The Companys internet and media business encompasses a range of businesses, including a portal network, and a Singapore-based
travel trade publisher and trade exhibition organizer.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | CDC Games. The Companys online games business is principally engaged in the development and operation of online games in the PRC.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------

(a)
Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements were prepared
in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The accompanying consolidated financial statements include the accounts of the Company and its majority-owned or controlled
subsidiaries that are not considered variable interest entities and all variable interest entities for which the Company is the primary beneficiary (Note 16), after eliminations of all material intercompany accounts, transactions and profits.



F-11



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | ------------------------------------------------------



(a) Principles of Consolidation and Basis of Presentation (continued)



In 2005, the Company reported its operating results in four operating segments,
Software, Business Services, Mobile Services and Applications and Internet and Media. In April 2006, in conjunction with the acquisition of 52% interest in Equity Pacific Limited (Equity
Pacific) (Note 3(d)), the Company added CDC Games as an operating segment.

(b) Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an
ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those
estimates and assumptions.

(c) Cash and Cash Equivalents

The Company considers all cash held in banks and investments with an original maturity of three months or less when purchased to be cash
equivalents. Except for the restricted cash disclosed in Note 4, none of the Companys cash and cash equivalents are restricted as to withdrawal or use.

Cash Flow Correction.Subsequent to the filing of the Companys 2006 20-F, the Company noted that the deferred tax
expense adjustment and the change in other liabilities on the 2006 Statement of Cash Flows was incorrect. The amount of deferred tax adjustment, an additive net income adjustment of $1,082, should have been presented as a subtractive adjustment to
operating cash flows in the amount of $(1,082), and the amount of other liabilities, which was originally reported as a use of funds in the amount of $(1,430) should have reported as a source of funds in the amount of $732. The Company corrected
these errors, and such amounts were off-set within cash provided by operating activities with no net impact on total cash provided by operating activities.

(d) Property and Equipment and Depreciation

Buildings, leasehold improvements,
furniture and fixtures, office equipment, computer equipment and motor vehicles are stated at cost less accumulated depreciation. Maintenance, repairs and minor renewals are expensed as incurred. Depreciation is computed using the straight-line
method over the assets estimated useful lives. The estimated useful lives of the property and equipment are as follows:



|                       |  |                                                               
|---------------------- |  | --------------------------------------------------------------
|Leasehold improvements |  | Over the lesser of the lease term or the estimated useful life
|Furniture and fixtures |  | 1 to 10 years                                                 
|Office equipment       |  | 3 to 5 years                                                  
|Computer equipment     |  | 1 to 3 years                                                  
|Motor vehicles         |  | 3 to 5 years                                                  

(e) Software Development Costs

The Company capitalizes computer software product development costs incurred in developing a product once technological feasibility has
been established and until the product is available for general release to customers. The Company evaluates realizability of the capitalized amounts based on expected revenues from the product over the remaining product life. Where future revenue
streams are not expected to cover remaining unamortized amounts, the Company either accelerates the amortization or expenses the remaining capitalized amounts. The amortization of such costs is computed as the greater of the amount calculated based
on (i) the ratio of current product revenues to projected current and future product revenues or (ii) the straight-line basis over the expected economic life of the product (not to exceed five years). Software costs related to the
development of new products incurred prior to establishing technological feasibility or after general release are expensed as incurred. When technological feasibility of the underlying software is not established until substantially all product
development is completed, including the development of a working model, the Company expenses the costs of such development because the impact of capitalizing such costs would not be material.



F-12



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | ------------------------------------------------------



(e) Software Development Costs (continued)



As of December 31, 2005 and 2006, capitalized computer software development
costs were $10,491 and $20,897, respectively, and related accumulated amortization totaled $1,300 and $4,512, respectively. The amortization of capitalized software is included in Cost of Revenues  SoftwareLicenses totaling $228, $1,049
and $3,347 in 2004, 2005 and 2006, respectively.

(f) Goodwill and Intangible Assets

Goodwill represents the excess of cost over the fair value of the net assets of businesses acquired. Statement of Financial Accounting
Standards (SFAS) 142, Goodwill and Other Intangible Assets, requires companies to test goodwill for impairment on an annual basis or an interim basis if an event occurs that might reduce the fair value of a reporting unit
below its carrying value. SFAS 142 also requires that an identifiable intangible asset which is determined to have an indefinite useful economic life not to be amortized, but to be tested separately for impairment using a fair value based approach.
All other intangible assets are amortized over their estimated useful lives.

The Companys intangible assets
represent trademarks, uniform resource locators (URLs), software applications and programs, customer base and contracts, and business licenses and partnership agreements. Definite lived intangible assets are carried at cost less
accumulated amortization. Amortization is computed using the straight-line method over the estimated useful life of the respective asset. The estimated useful lives of the intangible assets are as follows:



|                                             |  |              
|-------------------------------------------- |  | -------------
|Trademarks                                   |  | Indefinite   
|URLs                                         |  | 20 years     
|Software applications and programs           |  | 2 to 5 years 
|Customer base and contracts                  |  | 1 to 10 years
|Business licenses and partnership agreements |  | 1 to 7 years 

The Company evaluates the long-lived assets of identifiable business activities
for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company tests goodwill and intangible assets with indefinite useful lives for impairment utilizing a combination of valuation
techniques including the expected present value of future cash flows approach. The Company performed its annual goodwill and indefinite lived intangible assets test on December 31 as required by SFAS 142 and determined that there was no
impairment for the years ended December 31, 2004, 2005 and 2006.

(g) Investments

Debt and equity investments designated as available-for-sale securities are stated at fair value. Unrealized holding gains or losses, net
of tax, on available-for-sale securities are reported in accumulated other comprehensive income (loss) and as a separate component of shareholders equity. Realized gains and losses and any declines in fair value judged to be
other-than-temporary on available-for-sale securities are included in gain (loss) on disposal and impairment, respectively, in the Companys consolidated statements of operations. Gains or losses on the sale of investments and amounts
reclassified from accumulated other comprehensive income (loss) to the consolidated statements of operations are computed based upon specific identification. Interest on securities classified as available-for-sale securities is included in interest
income.



F-13



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | ------------------------------------------------------



(g) Investments (continued)



Debt investments where the Company has the positive intent and ability to hold the
securities to maturity are designated as held to maturity securities and are stated at amortized cost.

When determining
whether an impairment of investments exists or a decline in the value of an available-for-sale or held-to-maturity security is other-than-temporary, the Company evaluates evidence to support a realizable value in excess of the current market price
for the securities. Such information may include the investments financial performance (including such factors as earnings trends, dividend payments, asset quality and specific events), the near term prospects of the investment, the current
and expected financial condition of the investments issuer, and the Companys investment intent.

The
Companys investments in equity investees for which its ownership exceeds 20% or for which the Company owns less than 20% but has the ability to exercise significant influence, but which are not majority-owned, are accounted for using the
equity method. Under the equity method, the Companys proportionate share of each equity investees net income or loss and the amortization of any identifiable intangible assets arising from the investment is included in share of income
and losses in equity investees in the accompanying consolidated statements of operations.

All other investments for which
the Company does not have the ability to exercise significant influence (generally, when the Company has an investment of less than 20% ownership and no representation on the companys Board of Directors) and for which there is not a readily
determinable fair value, are accounted for using the cost method. Dividends and other distributions of earnings from investees, if any, are included in income when declared. The Company periodically evaluates the carrying value of its investments
accounted for under the cost method of accounting and any impairment is included in the Companys consolidated statement of operations.

(h) Impairment of Long-lived Assets

Long-lived assets (other than goodwill and indefinite lived intangible
assets) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset (other than goodwill and
indefinite lived intangible assets) exceeds the sum of the undiscounted cash flows expected to result from the assets use and eventual disposition. An impairment loss is measured as the amount by which the carrying amount exceeds the fair
value of the asset.

(i) Foreign Currency Translation

The financial statements of the Companys foreign operations have been translated into United States dollars (U.S.
dollars) from their local functional currencies in accordance with SFAS No. 52, Foreign Currency Translation (SFAS 52). Under SFAS 52, all assets and liabilities are translated at year end exchange rates. Income
statement items are translated at an average exchange rate for the year. Translation adjustments are not included in determining net income, but are accumulated and reported as a component of shareholders equity as accumulated other
comprehensive income (loss). Realized and unrealized gains and losses, which result from foreign currency transactions, are included in determining net income (loss), except for intercompany foreign currency transactions that are of a long term
investment nature which are reported as translation adjustments.



F-14



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | ------------------------------------------------------



(i) Foreign Currency Translation (continued)



During the years ended December 31, 2004, 2005 and 2006, $ 429, $380 and Nil,
respectively, were reclassified from cumulative foreign currency translation adjustment and included in the consolidated statement of operations as a result of the sale or liquidation of an investment in a foreign operation.

(j) Advertising Expenses

Advertising expenses are charged to expenses when incurred and are included in selling, general and administrative expenses in the accompanying consolidated statement of operations.

(k) Shipping and Handling

Shipping and handling costs are included in cost of revenues in the accompanying consolidated statements of operations for all the periods presented. Shipping and handling costs are not separately billed to customers.

(l) Revenue Recognition

The Company generally recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectibility is probable. If an acceptance period is required, revenues are
recognized upon the earlier of customer acceptance or the expiration of the acceptance period. The Companys agreements with its customers, resellers and distributors do not contain product return rights. If the fee is not fixed or determinable
due to the existence of extended payment terms, revenue is recognized periodically as payments become due, provided all other conditions for revenue recognition are met.

The specific literature that the Company follows in connection with its revenue recognition policy includes the Securities and Exchange
Commissions (SEC) Staff Accounting Bulletin 104, Revenue Recognition, the American Institute of Certified Public Accountants Statement of Position (SOP) 97-2, Software Revenue Recognition, as
amended by SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions, Financial Accounting Standards Board (FASB) Emerging Issues Task Force (EITF) 00-21, Revenue
Arrangements with Multiple Deliverables, EITF 00-3 Application of AICPA Statement of Position 97-2 to Arrangements That Include the Right to Use Software Stored on Another Entitys Hardware, and in certain instances EITF
99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, and SOP 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts.

In addition to these basic criteria, there are specific revenue recognition policies for each major stream of revenue by reportable
segment.

Software

Revenue from the sale of software products often includes a combination of software licenses, consulting and integration services, and the provision of training and maintenance services. Consulting and integration
services consist of programming, installation and implementation services. Vendor Specific Objective Evidence (VSOE) of fair value for each of the above noted elements are determined as follows.



F-15



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | ------------------------------------------------------



(l) Revenue Recognition (continued)



Software.The Company generally does not sell software or software licenses to its customers
on a stand alone basis; therefore, allocation of fees to the software component of multiple element arrangements is determined using the residual method. According to this method, the Company measures the amount of the arrangement fee allocated to
the delivered elements based on the difference between the arrangement fee and the VSOE of fair value of the undelivered elements. The amount allocated to the software license is calculated by subtracting the VSOE of fair value for maintenance,
consulting and integration services, and training services from the total arrangement fee in accordance with paragraph 12 of SOP 97-2. For those agreements that provide for significant services or custom development that are essential to the
softwares functionality, the software license and contracted services are recognized under the percentage of completion method as prescribed by the provisions of ARB 45 and SOP 81-1.

For the vast majority of software license sales, the Company determined VSOE of fair value for each element in its multiple element
transactions as stated above. In multiple element arrangements, where an element has not been previously sold separately, VSOE of fair value for that element may be established by management having the relevant authority. In very limited situations
where our multiple element arrangement includes a new software product which has not been previously introduced to the marketplace, VSOE of fair value for the new software license is established by management having the relevant authority if it is
determined to be probable that the price, once established, will not change before the separate introduction of the new software product into the marketplace. In all such license sales the period of time until such element is sold separately is less
than 6 months and in all cases, the price on the subsequent stand alone sales is not changed.

When software licenses
incorporating third-party software products are sold or software licenses are sold with third-party products that complement the software, the Company recognizes the gross amount of sales of third-party products as revenue.

In addition, the Company offers its customers hosting services for some of its products. Under these subscription based contracts,
revenue is recognized ratably over the contract period commencing, generally, when the product has been installed. Revenues from hosting services are included in licenses in the accompanying consolidated financial statements.

Consulting, Integration Services and Training.Consulting and integration services include programming, installation and
implementation of the software products. VSOE of fair value for programming, consulting and integration services and for training services, respectively, is determined based on transactions where such services are rendered on a stand alone basis to
customers.

Historically, a substantial majority of the Companys stand alone programming, consulting and integration
services and stand alone training services are priced within a narrow range of the median value of the stand alone sales. Variation in pricing for such services is due to differences in transaction volume and type of arrangement (beta site versus
established sites). VSOE of fair value for consulting, integration and training services is established by region by an analysis of stand alone sales of services over the preceding one year period. In a multiple element arrangement, if the stated
rates for such services falls outside of the established VSOE of fair value, then revenue from the delivered elements is deferred accordingly and recognized as the services are delivered, assuming all other criteria for revenue recognition have been
met.



F-16



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | ------------------------------------------------------



(l) Revenue Recognition (continued)



Many of the Companys software arrangements include consulting implementation
services sold separately under consulting engagement contracts. Consulting revenues from these arrangements are generally accounted for separately from new software license revenues because the arrangements qualify as service transactions as defined
in SOP 97-2. The more significant factors considered in determining whether the revenue should be accounted for separately include the nature of services (i.e., consideration of whether the services are essential to the functionality of the licensed
product), degree of risk, availability of services from other vendors, timing of payments and impact of milestones or acceptance criteria on the realizability of the software license fee. Revenues for consulting services are generally recognized as
the services are performed. If there is a significant uncertainty about the project completion or receipt of payment for the consulting services, revenue is deferred until the uncertainty is sufficiently resolved. Contracts with fixed or not
to exceed fees are recognized on a proportional performance basis.

If an arrangement does not qualify for separate
accounting of the software license and consulting transactions then new software license revenue is generally recognized together with the consulting servies based on contract accounting using either the percentage-of-completion or
completed-contract method. Contract accounting is applied to any arrangements: (1) that include milestones or customer specific acceptance criteria that may affect collection of the software license fees; (2) where services include
significant modification or customization of the software; (3) where significant consulting services are provided for in the software license contract without additional charge or are substantially discounted; or (4) where the software
license payment is tied to the performance of consulting services.

Maintenance.VSOE of fair value for maintenance
services is determined based on the contractual renewal rate. The maintenance renewal rates are always priced based on a percentage of the software license fee. Maintenance renewal rates as percentage of license fee is set at a fixed rate for each
geographical area in which the Company operates. Maintenance renewal rates may be different for the same basic product sold in different geographical areas due to different market variables such as competitors pricing and distribution
channels. Substantially all maintenance renewals are priced at a standard percentage of software license fee and therefore the Company determined that it has established a VSOE of fair value for maintenance. The Companys policy and business
practice is for customers to renew their maintenance services at the stated rate indicated in the contract. Revenues related to maintenance are deferred and recognized ratably over the terms of the maintenance agreements which are normally one year.

Arrangements with Value-added Resellers (VARs) and Distributors.The Company enters into software
license arrangements with certain established VARs in which the VARs agree to sell the Companys software to end-users. In vast majority of these arrangements, the VARs are obligated to pay the Company only as and if sales are made to the
end-users. The fee received is calculated on a stipulated percentage of the individual sales earned by the VARs which is stated in the sales contract. Pursuant to SOP 97-2, the fee relating to VARs transactions are not fixed or determinable until
the software is sold by the VARs to the end users. Consequently the Company does not recognize any revenue for VARs transactions until all the criteria specified under paragraph 8 of SOP 97-2 are met which coincides with the sell-through to the
end-users because at that point, the Company has persuasive evidence of an arrangement (signed contract with VARs), the fee is fixed or determinable, delivery has occurred and collection is reasonably assured. VARs and distributors do not have
rights of return, price protections, rotation rights, or other features that would preclude revenue recognition. The Company does not typically earn any portion of fees for services provided by the distributor to the end-user. The Company earns
maintenance fees based upon an agreed upon percentage of the maintenance fees that the distributor earns from the end-user.



F-17



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | ------------------------------------------------------



(l) Revenue Recognition (continued)



VARs have a sole discretion and responsibility to determine and negotiate the sales
price of the Companys software with the end-users. VARs are also responsible for billing and collecting from the end-users and assume all credit risks.

Business Services

Revenues from time and materials outsourcing contracts are
recognized as the services are delivered assuming all other basic criteria for revenue recognition have been met.

The
Company provides database and marketing support services including list rental, database development and supply, data analysis and call center services in Australia and New Zealand in its Business Services Segment. In these single element
arrangements, the Company maintains the databases as a source of marketing intelligence on medium and large companies and organizations in Australia and New Zealand. Direct marketers and other customers can use this data to develop and execute
marketing campaigns, measure market penetration and analyze marketing opportunities. Revenue from the Companys advertising and marketing services is recognized upon the delivery of a specified customer list and other data from the
Companys databases to its customers. The delivery is in the form of a flat file of data which is delivered to the customer by email. These services are priced based on a pricelist. The price is determined based on the number of contacts and
the amount of data supplied for each contact. The Company does not recognize revenues from this type of arrangement until all criteria in SAB 104 have been met which coincides with the delivery of the customer list to the customer because at that
point, the Company has persuasive evidence of the arrangement, the fee is fixed and determinable, delivery has occurred and collection is reasonably assured. The completed performance method is appropriate because the delivery of the data is of such
significance to the customer that substantial performance has not taken place until the data is delivered.

Advertising and
marketing consulting services revenues for fixed price contracts are recognized using the proportional performance method based on hours incurred. Revenues from time and materials outsourcing contracts are recognized as the services are delivered,
assuming all other basic criteria for revenue recognition have been met.

The Company provides design and development
services which encompass eBusiness consulting, development of mobile phone interfaces and web development services and the modification, re-configuration, and testing of customers information systems to enhance customers internal
financial reporting systems to customer specifications. These projects are priced on a fixed fee basis. Customers needs and specification are documented in the statement of work which is attached to the agreement. For such arrangements the
Company is able to make reasonable estimates, based on the Companys historical experience with similar transactions, of the total costs, fees and progress to completion. The vast majority of these agreements do not include customer acceptance
provisions. The Company recognizes revenues for these projects using the percentage of completion method in accordance with SOP 81-1. For arrangements containing customer specific acceptance clauses, the Company accounts for revenues based on the
completed contract method by deferring the recognition of revenue until it obtains formal acceptance because the unique nature of customer acceptance terms which require that the functionality of the product passes a predetermined acceptance test as
designed by the customer.

Revenues from Internet web site maintenance agreements are deferred and recognized ratably over
the terms of the related agreements which are usually for periods of six months or one year.



F-18



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | ------------------------------------------------------



(l) Revenue Recognition (continued)



Mobile Services and Applications (MVAS)

MVAS revenues are recognized when services are provided. The Company records revenues on a monthly basis based upon confirmations from the
network operators. At the end of each reporting period, where an operator fails to provide the Company with a monthly statement confirming the amount of charges billed to its mobile phone users for that month, the Company uses information generated
from its own internal system and historical financial data to make estimates of the billing reconciliation rate and collectible mobile services and applications fees, and revenues are accrued accordingly.

Internet and Media

Revenue from internet and media mainly represents revenue from advertising, which is recognized on a straight-line basis over the period in which the advertisement is displayed, and when collection of the resulting receivable is probable,
provided that no significant obligations of the Company remain. Advertising service fees from direct mailings are recognized when each advertisement is sent to a target audience.

CDC Games

Revenue from CDC Games is principally derived by providing online game services in the Peoples Republic of China. CDC Games operates its Massively Multiplayer Online Role-Playing Games (MMORPGs) under two models. The first
revenue model is the traditional subscription based pay-to-play, where users purchase pre-paid cards (the PP-Cards) to play for a fixed number of hours. The second revenue model is free-to-play, under which players are able to access the
games free of charge, but may choose to purchase in-game merchandise or premium features to enhance their game playing experience. Such purchases can only be made through the use of PP-Cards.

End users are required to activate their PP-Cards by using access codes and passwords to exchange the value of these cards into game
points, which are then deposited into their personal accounts. Points are consumed for online game services by trading them either for a pre-specified length of game playing time, in-game merchandise or premium features sold at online game stores.

All prepaid fees received by CDC Games from distributors are initially recognized as deferred revenue and revenue is
recognized when the registered points are consumed for online game services, i.e., when game playing time occurs, in-game merchandise or premium features are delivered, or when the end customers are no longer entitled to access the online game
services after keeping their accounts inactive for a certain period of time or upon the expiration of the PP-Cards. Distributors are permitted to return unsold PP-Cards under certain circumstances, including the termination of the game and the
disqualification of distributor status. Returns of PP-Cards during 2006 were not material.

(m) Deferred Revenue

Deferred revenue represents cash received for software, business services, advertising and marketing services and online games in advance
of services being rendered. The Company reports deferred revenue as a liability on the balance sheet when there is a contractual obligation as at the balance sheet date to provide services or software product to the customer but the services or
software have not yet been completed or the product has not yet been delivered, and thus no recognition of revenue has taken place.



F-19



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | ------------------------------------------------------



(n) Income Taxes



Income taxes are determined under the liability method as required by SFAS
No. 109, Accounting for Income Taxes (SFAS 109). Income tax expense is based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary
differences between the tax bases of assets and liabilities and their reported amounts. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence,
are not more likely than not to be realized.

(o) Stock Compensation Expenses

CDC Corporation

On January 1, 2006, the Company adopted SFAS No. 123(R), Share Based Payment (SFAS 123(R)). Prior to January 1, 2006, the Company accounted for share-based employee compensation arrangements under the
recognition and measurement principles of Accounting Principles Board Opinion 25, Accounting for Stock Issued to Employees (APB 25) and related Interpretations, and complied with the disclosure provisions of SFAS
No. 123, Accounting for Stock-Based Compensation (SFAS 123). Under APB 25, share compensation expense was recognized by utilizing the accelerated expense attribution method over the vesting period of the share options
based on the difference, if any, between the fair value of the underlying the Companys shares at the date of grant and the exercise price of the share options.

Prior to the adoption of SFAS 123(R), cash flows resulting from the tax benefit related to equity-based compensation was required to be
presented in the operating cash flows, along with other tax cash flows, in accordance with the provisions of EITF 00-15, Classification in the Statement of Cash Flows of the Income Tax Benefit Received by a Company upon Exercise of a
Nonqualified Employee Stock Option, (EITF 00-15). SFAS 123(R) superseded EITF 00-15, amended SFAS No. 95, Statement of Cash Flows (SFAS 95), and requires tax benefits relating to excess
equity-based compensation deductions to be prospectively presented in the statement of cash flows as financing cash inflows.

The Company adopted SFAS 123(R) using the modified prospective method. SFAS 123(R) requires measurement of compensation cost for all share based awards at fair value on the date of grant and recognition of compensation over the service
period for awards expected to vest. The recognized expense is net of expected forfeitures and the restatement of prior periods is not required.

The fair value of restricted shares is determined based on the number of shares granted and the quoted market price of the Companys common shares. SFAS 123(R) did not change the accounting guidance for
share-based payment transactions with parties other than employees as originally issued by EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services (EITF 96-18). The fair value of options is determined using the Black-Scholes valuation model, which is consistent with the Companys valuation techniques previously utilized for options in footnote disclosures under
SFAS 123, as amended by SFAS No. 148, Accounting for Stock Based Compensation  Transition and Disclosure (SFAS 148). On March 29, 2005, the SEC published Staff Accounting Bulletin No. 107 (SAB
107), which provides the Staffs views on a variety of matters related to share based payments. SAB 107 requires that share based compensation be classified in the same expense line items as cash compensation.



F-20



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | ------------------------------------------------------



(o) Stock Compensation Expenses (continued)



The effect of adopting SFAS 123(R) on the Companys income from operations,
income before income taxes, net income, net cash provided by operating activities, and basic and diluted earnings per share for the year ended December 31, 2006 was a reduction of $6,887, $6,887, $6,867, $6,867, $0.05 and $0.05, respectively
and an increase of the Companys net cash provided by financing activities of Nil.

Prior to its adoption of SFAS
123(R), the Company accounted for equity-based compensation under the provisions and related interpretations of SFAS 148 and APB 25. Accordingly, the Company was not required to record compensation expense when stock options were granted to its
employees as long as the exercise price was not less than the fair market value of the stock at the grant date. Also, the Company was not required to record compensation expense when the Company issued common stock under its Employee Stock Purchase
Plan as long as the purchase price was not less than 85% of the fair market value of the Companys common stock on the grant date.

Had compensation cost for the Companys and China.com Inc.s share-based compensation plans been determined based on the fair value at the grant dates for awards under those plans in accordance with the
provisions of SFAS 123, the Companys net loss and net loss per share for the years ended December 31, 2004 and 2005 would have been as follows:



|                                                                      |  |                            |         |   |                            |   |         |  
|--------------------------------------------------------------------- |  | -------------------------- | ------- | - | -------------------------- | - | ------- | -
|                                                                      |  | Year endedDecember 31,2004 |         |   | Year endedDecember 31,2005 |  
|Net income (loss):                                                    |  |                            |         |   |                            |   |         |  
|As reported                                                           |  | $                          | (5,967  | ) |                            | $ | (3,514  | )
|Add: Stock compensation expense included in net income (loss)         |  |                            | 2,051   |   |                            |   | 1,421   |  
|Deduct: Stock compensation expense determined under fair value method |  |                            | (14,706 | ) |                            |   | (11,594 | )
|                                                                      |  |                            |         |   |                            |   |         |  
|                                                                      |  |                           
|Pro forma                                                             |  | $                          | (18,622 | ) |                            | $ | (13,687 | )
|                                                                      |  |                            |         |   |                            |   |         |  
|                                                                      |  |                           
|Basic earnings (loss) per share:                                      |  |                            |         |   |                            |   |         |  
|As reported                                                           |  | $                          | (0.06   | ) |                            | $ | (0.03   | )
|Pro forma                                                             |  | $                          | (0.18   | ) |                            | $ | (0.12   | )
|                                                                      |  |                            |         |   |                            |   |         |  
|                                                                      |  |                           
|Diluted earnings (loss) per share:                                    |  |                            |         |   |                            |   |         |  
|As reported                                                           |  | $                          | (0.06   | ) |                            | $ | (0.03   | )
|Pro forma                                                             |  | $                          | (0.18   | ) |                            | $ | (0.12   | )
|                                                                      |  |                            |         |   |                            |   |         |  

For the purpose of the pro forma disclosures above, the estimated fair value of
the options is amortized to expense over the options vesting period.



F-21



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | ------------------------------------------------------



(o) Stock Compensation Expenses (continued)



As further discussed in Note 22, on December 29, 2005, the Company accelerated
the vesting of approximately 1.7 million unvested share options with exercise prices equal to or greater than $3.50 per share. The closing price of the Companys common shares on December 28, 2005, the last trading day before the
acceleration, was $3.14 per share. The acceleration was effective as of December 29, 2005. The options had a range of exercise prices of $3.79 to $7.38 and a weighted average exercise price of $4.32. The purpose of the acceleration was to
enable the Company to avoid recognizing compensation expense associated with these options upon the adoption of SFAS 123(R) in January 2006. The Company also believed that because the options that were accelerated had exercise prices in excess of
the current market value of its common stock, the options had limited economic value and were not fully achieving their original objective of employee retention and incentive compensation. Included in the computation of pro forma net loss and
net loss per share for the period ended December 31, 2005 is $4,433 in share compensation expense related to the accelerated options.

Under SFAS 123(R), the fair value of share-based awards is calculated through the use of the option-pricing models, even though such models were developed to estimate the fair value of freely tradable, fully
transferable options without vesting restrictions, which differ significantly from the Companys option grants. These models also require subjective assumptions, including future share price volatility and expected lives of each option grant.

The fair value for each option grant was estimated on the grant date using the Black-Scholes option-pricing model based on
the following assumptions:



|                                       |  |                            |  |                            |  |                           
|-------------------------------------- |  | -------------------------- |  | -------------------------- |  | --------------------------
|                                       |  | Year endedDecember 31,2004 |  | Year endedDecember 31,2005 |  | Year endedDecember 31,2006
|Range of U.S. risk-free interest rates |  | 2.08% to 6.77%             |  | 4.12% to 4.76%             |  | 4.50% to 4.76%            
|Weighted expected life of options      |  | 5 years                    |  | 5 years                    |  | 6 years                   
|Range of volatility                    |  | 75% to 165%                |  | 58% to 69%                 |  | 55% to 58%                
|Dividend yield                         |  | Nil                        |  | Nil                        |  | Nil                       

China.com Inc.

The Companys China.com Inc. subsidiary maintains its own separate stock compensation plans (Note 22). On January 1, 2006,
China.com Inc. adopted SFAS 123(R). Prior to January 1, 2006, China.com Inc. accounted for share-based employee compensation arrangements under the recognition and measurement principles of APB 25 and related Interpretations, and complied with
the disclosure provisions of SFAS 123. Under APB 25, share compensation expense was recognized by utilizing the accelerated expense attribution method over the vesting period of the share options based on the difference, if any, between the fair
value of the underlying China.com Inc.s shares at the date of grant and the exercise price of the share options.

Prior to the adoption of SFAS 123(R), cash flows resulting from the tax benefit related to equity-based compensation was required to be presented in the operating cash flows, along with other tax cash flows, in accordance with the
provisions of EITF 00-15. SFAS 123(R) superseded EITF 00-15, amended SFAS 95, and requires tax benefits relating to excess equity-based compensation deductions to be prospectively presented in the statement of cash flows as financing cash inflows.



F-22



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | ------------------------------------------------------



(o) Stock Compensation Expenses (continued)



China.com Inc. adopted SFAS 123(R) using the modified prospective method. SFAS 123(R)
requires measurement of compensation cost for all share based awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The recognized expense is net of expected forfeitures and
the restatement of prior periods is not required.

The fair value of restricted shares is determined based on the number of
shares granted and the quoted market price of China.com Inc.s common shares. SFAS 123(R) did not change the accounting guidance for share-based payment transactions with parties other than employees as originally issued by EITF 96-18. The fair
value of options is determined using the Black-Scholes valuation model, which is consistent with China.com Inc.s valuation techniques previously utilized for options in footnote disclosures under SFAS 123, as amended by SFAS 148. On
March 29, 2005, the SEC published SAB 107, which provides the Staffs views on a variety of matters related to share based payments. SAB 107 requires that share based compensation be classified in the same expense line items as cash
compensation.

Prior to its adoption of SFAS 123(R), China.com Inc. accounted for equity-based compensation under the
provisions and related interpretations of SFAS 148 and APB 25. Accordingly, China.com Inc. was not required to record compensation expense when stock options were granted to its employees as long as the exercise price was not less than the fair
market value of the stock at the grant date.

Under SFAS 123(R), the fair value of share-based awards is calculated through
the use of the option-pricing models, even though such models were developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which differ significantly from China.com Inc.s option grants.
These models also require subjective assumptions, including future share price volatility and expected lives of each option grant.

The fair value for each option grant was estimated on the grant date using the Black-Scholes option-pricing model based on the following assumptions:



|                                  |  |                            |  |                            |  |                           
|--------------------------------- |  | -------------------------- |  | -------------------------- |  | --------------------------
|                                  |  | Year endedDecember 31,2004 |  | Year endedDecember 31,2005 |  | Year endedDecember 31,2006
|Risk-free rate                    |  | 2.73% to 3.42%             |  | 3.53% to 4.24%             |  | 4.00% to 4.69%            
|Weighted expected life of options |  | 5 years                    |  | 5 years                    |  | 5 years                   
|Range of volatility               |  | 76% to 77%                 |  | 68% to 73%                 |  | 70% to 73%                
|Dividend yield                    |  | Nil                        |  | Nil                        |  | Nil                       



F-23



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | ------------------------------------------------------



(p) Earnings (Loss) Per Share



The Company computes earnings (loss) per share in accordance with SFAS No. 128,
Earnings Per Share (SFAS 128). The Companys convertible notes (Note 11) meet the definition of a participating security in accordance with EITF 03-6 Participating Securities and the Two-Class Method under SFAS
No. 128. Therefore, the convertible notes are included in basic earnings per share using the two-class stock method and in diluted earnings per share using the more dilutive of the if-converted method or two-class method. Under the
provisions of SFAS 128, basic earnings or loss per share is computed by dividing the net income or loss available to common shareholders for the year by the weighted average number of common shares outstanding during the year. Diluted earnings or
loss per share is computed by dividing the net income or loss available to common shareholders for the year, adjusted for any impact to net income or loss by dilutive common equivalent shares, by the weighted average number of common and common
equivalent shares outstanding during the year. Common equivalent shares, composed of incremental common shares issuable upon the exercise of stock options, are included in diluted earnings or loss per share to the extent that such shares are
dilutive.

(q) Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are carried at their original amount less an estimate made for uncollectible amounts. The Company does not charge
interest on receivables.

(r) Notes Receivable

Notes receivable (Note 7) are stated at amortized cost less the allowance for note losses, note origination fees (net of direct costs),
commitment fees and purchase premiums or discounts. Interest on notes is credited to income as it is earned. Premiums are amortized and discounts are accreted over the lives of the notes using the interest method.

(s) Comprehensive Income (Loss)

Comprehensive income (loss) includes net earnings or loss as well as additional other comprehensive income (loss) items. The Companys other comprehensive income (loss) consists of unrealized gains and losses on
available-for-sale securities, unrealized gains and losses on held-to-maturity securities and foreign currency translations, all recorded net of tax.

(t) Gain on Issuance of Shares by Subsidiaries

When a subsidiary sells its shares to
unrelated parties at a price in excess of its book value, the Companys net investment in that subsidiary increases. If at that time the subsidiary is not a newly-formed, non-operating entity, nor a research and development, start-up or
development stage company, nor is there question as to the subsidiarys ability to continue in existence, the Company records the increase as a non-operating gain in the Companys consolidated statement of operations. Otherwise, the
increase is reflected in the Companys consolidated statement of shareholders equity.

(u) Retirement Costs

Retirement costs relating to defined benefit plans are actuarially determined based on assumptions concerning the future events that
will determine the amount and timing of the benefit payments. Contributions relating to defined contribution plans are made based on a percentage of the employees salaries and are included in the Companys consolidated statement of
operations as they become payable.



F-24



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | ------------------------------------------------------



(v) Derivative Instruments



SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities (SFAS 133), as modified by SFAS No. 149, Amendment of SFAS 133 on Derivative Instruments and Hedging Activities (SFAS 149), requires all contracts which meet the definition of a derivative to
be recognized in the Companys consolidated financial statements as either assets or liabilities and recorded at fair value. Changes in the fair value of derivative financial instruments are either recognized periodically in the Companys
consolidated statement of operations or in the Companys consolidated statement of shareholders equity as a component of accumulated other comprehensive income (loss) depending on the use of the derivative and whether it qualifies for
hedge accounting. Changes in fair values of derivatives not qualified as hedges are reported in the Companys consolidated statement of operations. The estimated fair values of derivative instruments are determined at discrete points in time
based on the relevant market information. These estimates are calculated with reference to the market rates using the industry standard valuation techniques.

(w) Business Restructuring Charges and Related Expenses

The Company accounts for
exit or disposal activities in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146) and SFAS No. 112, Employers Accounting for Postemployment
Benefits (SFAS 112). In accordance with SFAS 146, a business restructuring is defined as an exit activity that includes but is not limited to a program that is planned and controlled by management, and materially changes either the
scope of a business or the manner in which that business is conducted. Business restructuring charges include (i) one-time termination benefits related to employee separations, (ii) contract termination costs, and (iii) other costs
associated with consolidating or closing of facilities. SFAS 112 prescribes the accounting for the estimated cost of benefits provided by an employer to former or inactive employees after employment but before retirement.

A liability is recognized and measured at its fair value for one-time termination benefits once the plan of termination is communicated
to employees and it meets all of the following criteria: (i) management commits to a plan of termination, (ii) the plan identifies the number of employees to be terminated, their job classifications or functions, locations and the expected
completion date, (iii) the plan establishes the terms of the benefit arrangement, and (iv) it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. Contract termination costs include costs to
terminate a contract or costs that will continue to be incurred under the contract without benefit to the Company. A liability is recognized and measured at its fair value when the Company either terminates the contract or ceases using the rights
conveyed by the contract. A liability is recognized and measured at its fair value for other associated costs in the period in which the liability is incurred.



F-25



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | ------------------------------------------------------



(x) Recent Accounting Pronouncements



In February 2006, the FASB issued SFAS 155. It allows financial instruments that have
embedded derivatives that otherwise would require bifurcation from the host to be accounted for as a whole, if the holder irrevocably elects to account for the whole instrument on a fair value basis. Subsequent changes in the fair value of the
instrument would be recognized in earnings. The standard also clarifies which interest-only strips and principal-only strips are not subject to the requirement of SFAS 133; establishes a requirement to evaluate interest in securitized financial
assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation; clarifies that concentrations of credit risk in the form of subordination are not
embedded derivatives; and amends SFAS 140 to eliminate the prohibition on a qualifying special-purpose entity from holding derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.
SFAS 155 is effective for all financial instruments acquired or issued by the Company after January 1, 2007. The Company is evaluating the effect of the adoption of SFAS 155. It is not expected to have a material impact on the Companys
consolidated financial statements.

In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109 (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in accordance with SFAS 109. FIN 48 clarifies
the application of SFAS 109 by defining criteria that an individual tax position must meet for any part of the benefit of that position to be recognized in the financial statements. Additionally, FIN 48 provides guidance on the
measurement, derecognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006, with the
cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. Management is currently evaluating the impact this new standard will have on its financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement (SFAS 157). SFAS 157 defines fair
value, expands disclosures about fair value measurements, establishes a framework for measuring fair value in generally accepted accounting principles, and establishes a hierarchy that categorizes and prioritizes the sources to be used to estimate
fair value. The Company is required to adopt SFAS 157 effective January 1, 2008 on a prospective basis. Management is currently evaluating the impact this new standard will have on its financial statements.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements (SAB 108), which provides interpretive guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for
the purpose of a materiality assessment. Specifically, SAB 108 requires that public companies utilize a dual-approach to assessing quantitative effects of financial misstatements. This dual approach includes both an income statement
focused assessment and a balance sheet focused assessment. The guidance in SAB 108 must be applied to annual financial statements for fiscal years ending after November 15, 2006. SAB 108 did not have an effect on the Companys
financial position, cash flows or results of operations for the year ended December 31, 2006.



F-26



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | ------------------------------------------------------



(x) Recent Accounting Pronouncements (continued)



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities (SFAS 159). SFAS 159 provides companies with an option to report selected financial assets and liabilities at fair value. The objective of SFAS 159 is to reduce both complexity in
accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating
the impact this new standard will have on its financial statements.



|3. | BUSINESS COMBINATIONS
|-- | ---------------------

(a) Pivotal Corporation
(Pivotal)

On February 25, 2004, the Company acquired a 100% equity interest in Pivotal through the
acquisition of the entire issued share capital of Pivotal. In accordance with SFAS No. 141, Business Combinations (SFAS 141), this acquisition has been accounted for under the purchase method of accounting and the
results of Pivotals operations have been included in the Companys consolidated financial statements since the date of acquisition. Pivotal is a developer of CRM software solutions in Canada. The acquisition of Pivotal provided a
complement to the Companys existing portfolio of proprietary software solutions.

The total purchase price comprised
of $35,925 in cash, 1,846,429 CDC Class A common shares valued at $21,363 at the commitment date, CDC stock options issued in exchange for vested in-the-money Pivotal stock options with a total value of $481, and transaction costs of $348.

(b) Group Team Investments Ltd. (Group Team)

On May 20, 2004, the Company acquired a 100% equity interest in Group Team through the acquisition of its entire issued share
capital. The principal assets of Group Team are its investment in Beijing He He IVR Mobile Technology Limited (Beijing He He IVR), which is held through another wholly-owned subsidiary, and its interest in Beijing He He Technology Co.,
Ltd. (Beijing He He). Group Team, through Beijing He He IVR and Beijing He He, is engaged in the provision of MVAS to mobile phone subscribers in the PRC. In accordance with SFAS 141, this acquisition has been accounted for under the
purchase method of accounting and the results of Group Teams consolidated operations have been included in the Companys consolidated financial statements since the date of acquisition. The Group Team acquisition expanded the
Companys MVAS operations in the PRC.



F-27



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|3. | BUSINESS COMBINATIONS (continued)
|-- | ---------------------------------



(b) Group Team Investments Ltd. (Group Team) (continued)



The components of the purchase price were: (i) an initial cash consideration of
$9,600; and (ii) an earn-out cash consideration which is equal to the aggregate of (a) an amount equal to the audited net income of Group Teams consolidated operations for the year ended December 31, 2004 multiplied by 9.9 at
50% (First Earnout Payment) and (b) an amount equal to the audited net income of Group Teams consolidated operations for the year ended December 31, 2005 multiplied by 9.9 at 15% (Second Earnout Payment). The
total purchase consideration is not to exceed $60,000.

The initial cash consideration of $9,600 was paid in April 2004.
The estimated First Earnout Payment of $12,559 was accrued for at December 31, 2004. During 2005, the First Earnout payment was adjusted to $12,978 and was paid in April 2005. The Company did not pay the Second Earnout Payment because Group
Team had a net loss in 2005.

Subsequent to the acquisition, on August 18, 2004, the investment was transferred to
China.com Inc., a 77% owned subsidiary of the Company. This deemed disposal resulted in a gain on deemed disposal of $253 for the year ended December 31, 2004.

(c) Ross Systems, Inc. (Ross)

On August 26, 2004, the Company
acquired a 100% equity interest in Ross through the acquisition of the entire issued share capital of Ross. In accordance with SFAS 141, this acquisition has been accounted for under the purchase method of accounting and the results of Ross
operations have been included in the Companys consolidated financial statements since the date of acquisition. Ross core business is the provision of enterprise software products to mid-market clients. The Ross acquisition expanded the
Companys enterprise software product portfolio.

The total purchase price comprised of $40,707 in cash, 6,111,117 CDC
Class A common shares valued at $26,584 at the commitment date (120,848 shares valued at $526 remained unpaid as of December 31, 2004), CDC stock options issued in exchange for vested in-the-money Ross stock options with a total value of
$1,708, and transaction costs of $1,129.

(d) Equity Pacific

In August 2004, China.com Inc. entered into an acquisition agreement to acquire an 11.11% equity interest in Equity Pacific and its
subsidiaries (the 17game Group). In November 2004, China.com Inc., through the conversion of certain convertible loans to the 17game Group, further increased its interest in 17game Group to 36.5%. In August 2005, China.com Inc. acquired
an additional 11.5% interest in 17game Group through the purchase of shares from other shareholders and subscription of new shares, increasing its interest in 17game Group to 48%. These acquisitions resulted in a total consideration of $6,618 and
were accounted for using the equity method.

On March 17, 2006, China.com Inc. acquired the remaining 52% of 17game
Group. In accordance with SFAS 141, this acquisition has been accounted for under the purchase method of accounting. 17game Group will continue to be operated under CDC Games Limited (CDC Games) and has facilitated CDC Games
integration of its online game business and solidified CDC Games position as one of the leading MMORPG operators in China.



F-28



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|3. | BUSINESS COMBINATIONS (continued)
|-- | ---------------------------------



(d) Equity Pacific (continued)



The remaining 52% of 17game Group was acquired for an aggregate total consideration
of $18,000 with approximately $4,800 being paid in cash and $13,000 being paid in restricted China.com Inc. shares with the restrictions lapsing over a period of two years with 25% lapsing on the first six (6) months anniversary of closing and
12.5% lapsing on each subsequent three (3) month anniversaries of closing.

The purchase price for 17game Group has
been allocated to the assets acquired and liabilities assumed based on managements preliminary estimate of their respective fair values as of the date of the acquisition. Final allocations will be performed when estimates are finalized. The
company expects no significant changes in fair value pending the completion of the fair value analyses by management. The preliminary allocation of the purchase price of $24,618, including direct expenses related to the acquisition was as follows:



|                          |  |   |        |   |             |          
|------------------------- |  | - | ------ | - | ----------- | ---------
|                          |  |   |        |   | Useful Life
|Current assets            |  | $ | 6,668  |   |             |          
|Goodwill                  |  |   | 14,765 |   |             |          
|Customer base             |  |   | 1,510  |   |             | 1 years  
|Contract backlog          |  |   | 6,850  |   |             | 4 years  
|Developed technologies    |  |   | 16     |   |             | 1-5 years
|                          |  |   |        |   |             |          
|Total assets acquired     |  |   | 29,809 |   |             |          
|                          |  |   |        |   |             |          
|                          |  |  
|Current liabilities       |  |   | (4,699 | ) |             |          
|Deferred tax liabilities  |  |   | (492   | ) |             |          
|                          |  |   |        |   |             |          
|Total liabilities assumed |  |   | (5,191 | ) |             |          
|                          |  |   |        |   |             |          
|                          |  |  
|Net assets acquired       |  | $ | 24,618 |   |             |          
|                          |  |   |        |   |             |          

The goodwill was assigned to the CDC Games segment and such goodwill is not
deductible for tax purposes.

(e) DB Professionals, Inc. (DBPI)

On July 7, 2006, CDC Business Solutions, Inc, a wholly owned subsidiary of the Company, acquired a 100% equity interest in DBPI
through the acquisition of its entire issued share capital. In accordance with SFAS 141, this acquisition has been accounted for under the purchase method of accounting and the results of DBPIs operations have been included in the
Companys consolidated financial statements since the date of acquisition. DBPIs core business is outsourced information technology support and consulting services. The acquisition of DBPI extended the Companys business services
operations on the west coast of the U.S.

The Company acquired the business of DBPI for a total purchase price of $10,467
comprising of cash consideration of $8,850 payable upon closing, fixed payment of $1,400 payable on December 31, 2007 and $217 in direct expenses related to the acquisition. In addition, the Company also agreed to pay additional cash consideration
of $1,400, payable April 30, 2008, based on a specified financial target, subject to an upward or downward adjustment. The contingent cash payment is also subject to adjustment in the event of breaches of representations and warranties.



F-29



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|3. | BUSINESS COMBINATIONS (continued)
|-- | ---------------------------------



(e) DB Professionals, Inc. (DBPI) (continued)



The purchase price for DBPI has been allocated to the assets acquired and liabilities
assumed based on managements preliminary estimate of their respective fair values as of the date of the acquisition. Final allocations will be performed when estimates are finalized. The company expects no significant changes in fair value
pending the completion of the fair value analyses by management. The preliminary allocation of the purchase price of $10,467, including direct expenses related to the acquisition was as follows:



|                            |  |   |        |   |             |           
|--------------------------- |  | - | ------ | - | ----------- | ----------
|                            |  |   |        |   | Useful Life
|Current assets              |  | $ | 3,308  |   |             |           
|Property and equipment, net |  |   | 51     |   |             |           
|Goodwill                    |  |   | 4,285  |   |             |           
|Customer base               |  |   | 3,000  |   |             | 8 years   
|Work force                  |  |   | 400    |   |             | 2-75 years
|Trade Name                  |  |   | 320    |   |             | 3 years   
|                            |  |   |        |   |             |           
|Total assets acquired       |  |   | 11,364 |   |             |           
|                            |  |   |        |   |             |           
|                            |  |  
|Deferred tax liabilities    |  |   | (897   | ) |             |           
|                            |  |   |        |   |             |           
|Total liabilities assumed   |  |   | (897   | ) |             |           
|                            |  |   |        |   |             |           
|                            |  |  
|Net assets acquired         |  | $ | 10,467 |   |             |           
|                            |  |   |        |   |             |           

The goodwill was assigned to the Business Services segment and such goodwill is
deductible for tax purposes.

(f) TimeHeart Science Technology Limited (the TimeHeart Group)

On November 28, 2006, China.com Inc. acquired a 100% equity interest in the TimeHeart Group through the acquisition of its entire
issued share capital. In accordance with SFAS 141, this acquisition has been accounted for under the purchase method of accounting and the results of the TimeHeart Groups operations have been included in the Companys consolidated
financial statements since the date of acquisition. TimeHeart Groups core business is value-added telecom services. The acquisition of the TimeHeart Group complements the Companys current mobile services and applications platform and
provides the Company with the opportunity to further expand its market share.

The components of the purchase price were:
(i) cash consideration of $2,113; (ii) 27,320,490 restricted shares of China.com Inc. valued at $1,605 at the commitment date; (iii) 10% of the issued share capital of CDC Mobile Media Corporation, a subsidiary of the Company, valued
at $1,794 at the date of acquisition; and (iv) contingent consideration which is based on a formula set out in the Agreement which will vary based on the performance of the TimeHeart Group in the fourth quarter of 2006 and in the year 2007. The
contingent consideration is in the form of restricted shares of China.com Inc., equivalent to a maximum amount of $2,080. As of December 31, 2006, this contingent consideration had not been earned and accordingly, no adjustment for the
contingent payment has been recorded in the consolidated financial statements.



F-30



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|3. | BUSINESS COMBINATIONS (continued)
|-- | ---------------------------------



(f) TimeHeart Science Technology Limited (the TimeHeart Group)



The purchase price for TimeHeart Group has been allocated to the assets acquired and
liabilities assumed based on managements preliminary estimate of their respective fair values as of the date of the acquisition. Final allocations will be performed when estimates are finalized. The company expects no significant changes in
fair value pending the completion of the fair value analyses by management. The preliminary allocation of the purchase price of $5,512, including direct expenses related to the acquisition was as follows:



|                            |  |   |       |   |  |            
|--------------------------- |  | - | ----- | - |  | -----------
|                            |  |   |       |   |  | Useful Life
|Current assets              |  | $ | 1,728 |   |  |            
|Property and equipment, net |  |   | 168   |   |  |            
|Goodwill                    |  |   | 372   |   |  |            
|Customer base               |  |   | 3,000 |   |  | 1 year     
|Contract backlog            |  |   | 901   |   |  | 2-2.5 years
|Developed technologies      |  |   | 1,080 |   |  | 4 years    
|                            |  |   |       |   |  |            
|Total assets acquired       |  |   | 6,495 |   |  |            
|                            |  |   |       |   |  |            
|                            |  |  
|Current liabilities         |  |   | (722  | ) |  |            
|Deferred tax liabilities    |  |   | (261  | ) |  |            
|                            |  |   |       |   |  |            
|Total liabilities assumed   |  |   | (983  | ) |  |            
|                            |  |   |       |   |  |            
|                            |  |  
|Net assets acquired         |  | $ | 5,512 |   |  |            
|                            |  |   |       |   |  |            

The goodwill was assigned to the Mobile Services and Applications segment and such
goodwill is not deductible for tax purposes.

(g) Vis.align, Inc. (Vis.align)

On December 1, 2006, CDC Software acquired a 100% equity interest in Vis.align through merger. In accordance with SFAS 141, this
acquisition has been accounted for under the purchase method of accounting and the results of Vis.aligns operations have been included in the Companys consolidated financial statements since the date of acquisition. Vis.aligns core
business is providing worldwide IT support and managed services. The acquisition of Vis.align expands the Companys services portfolio, generates cross-selling opportunities and offers customers additional end-to-end enterprise solutions and
services.

The Company acquired the business of Vis.align for a cash payment of approximately $4,650. In addition to the
fixed cash payment, a contingent payment of up to $7,520 is payable, partly in cash and partly in Class A common shares of the Company, based upon 2007 and 2008 revenues. Revenues of Vis.align must exceed $20,000 during each annual period for
any additional consideration to be payable for that period. Management has determined that these contingent payments are not probable; therefore, no accrual has been recorded at December 31, 2006.



F-31



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|3. | BUSINESS COMBINATIONS (continued)
|-- | ---------------------------------



(g) Vis.align, Inc. (Vis.align) (continued)



The purchase price for Vis.align has been allocated to the assets acquired and
liabilities assumed based on managements preliminary estimate of their respective fair values as of the date of the acquisition. Final allocations will be performed when estimates are finalized. The company expects no significant changes in
fair value pending the completion of the fair value analyses by management. The preliminary allocation of the purchase price of $4,650, including direct expenses related to the acquisition was as follows:



|                            |  |   |        |   |  |            
|--------------------------- |  | - | ------ | - |  | -----------
|                            |  |   |        |   |  | Useful Life
|Property and equipment, net |  |   | 261    |   |  |            
|Goodwill                    |  |   | 1,838  |   |  |            
|Customer base               |  |   | 3,900  |   |  | 4 years    
|Contract backlog            |  |   | 860    |   |  | 2.1 years  
|Trade Name                  |  |   | 230    |   |  | 5 years    
|                            |  |   |        |   |  |            
|Total assets acquired       |  |   | 9,642  |   |  |            
|                            |  |   |        |   |  |            
|Current liabilities         |  |   | (4,759 | ) |  |            
|Deferred tax liabilities    |  |   | (233   | ) |  |            
|                            |  |   |        |   |  |            
|Total liabilities assumed   |  |   | (4,992 | ) |  |            
|                            |  |   |        |   |  |            
|Net assets acquired         |  | $ | 4,650  |   |  |            
|                            |  |   |        |   |  |            

The goodwill was assigned to the Software segment and such goodwill is not
deductible for tax purposes.

(h) Unaudited pro forma consolidated financial information

The following unaudited pro forma consolidated information reflects the Companys consolidated results of operations for the years
ended December 31, 2005 and 2006 as if the acquisitions of 17game Group, DBPI, the TimeHeart Group and Visalign had occurred at January 1, 2005 and January 1, 2006, respectively. These pro forma results have been prepared for
information purposes only and do not purport to be indicative of what the Companys consolidated results of operations would have been had the acquisitions of these subsidiaries actually taken place on January 1, 2005 and 2006,
respectively, and may not be indicative of future results of operations.



|                                             |  |                         |         |   |      |   |        
|-------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | -------
|                                             |  | Year ended December 31,
|                                             |  | 2005                    |         |   | 2006
|Revenues                                     |  | $                       | 298,965 |   |      | $ | 390,270
|Net (loss) income from continuing operations |  | $                       | (6,297  | ) |      | $ | 16,781 
|Net (loss) income per common sharebasic     |  | $                       | (0.04   | ) |      | $ | 0.16   
|Net (loss) income per common sharediluted   |  | $                       | (0.04   | ) |      | $ | 0.16   



F-32



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|3. | BUSINESS COMBINATIONS (continued)
|-- | ---------------------------------



During 2006, the Company acquired the following individually insignificant entities
for a total cost of $11,550 which was paid primarily in cash. In accordance with SFAS 141, these acquisitions have been accounted for under the purchase method of accounting and the results of each respective acquisitions operations have been
included in the Companys consolidated financial statements since the date of acquisition.

In conjunction with
individually insignificant acquisitions the Company acquired the following intangible assets by major class with the following weighted-average useful lives:



|                        |  |   |        |             |           
|----------------------- |  | - | ------ | ----------- | ----------
|                        |  |   |        | Useful Life
|Customer base:          |  | $ | 9,790  |             | 4-10 years
|Developed technologies: |  | $ | 3,120  |             | 6-7 years 
|Trade Names:            |  | $ | 470    |             | 1-5 years 
|Total:                  |  | $ | 13,380 |             | 7.7 years 

(i) Horizon IT Outsourcing Business (Horizon)

In February 2006, Software Galeria Inc., the Companys 51% owned subsidiary (SGI), acquired the IT consulting services
business of Horizon, which offers outsourced information technology professional services in the U.S. and Canada, utilizing India-based resources. The acquisition enabled the Company to enhance the Business Services segment through growth of
outsourced information technology professional services line of business. Under the terms of the agreement, the Company paid $608 in cash at closing and paid an additional $608 of cash consideration in installments during 2006. The Company also
agreed to pay additional cash consideration of $1,000 in 2007 and 2008 based on earnings before interest, taxes, depreciation and amortization (EBITDA) and 2007 EBITDA generated from the purchased business was, in each such year, at
least $1,350. The additional consideration payments are subject to upward and downward adjustment, dollar-for-dollar, in the event 2006 EBITDA and 2007 EBITDA is less than or greater than the targeted EBITDA amounts. The additional consideration
payments are also subject to adjustment in the event of breaches of representations and warranties. In accordance with EITF 95-08 Accounting for Contingent Consideration Paid to the Shareholders of an Acquired Enterprise in a Purchase Business
Combination (EITF 95-08), the Company has accounted for these additional contingent payments as compensation because in accordance with the purchase agreement the payment is automatically forfeited if employment terminates and it
was probable that certain performance criteria were going to be met. The Company has accrued $1,400 at December 31, 2006. Related to these additional consideration payments. In addition, the Company agreed to issue to the sellers up to a 20%
equity interest in the entity formed to acquire the assets purchased from Horizon in the event the EBITDA generated from the purchased business exceeds specified targets during each of 2006, 2007 and 2008. No equity was issued to the sellers in
2008. The sellers have the right to put their equity interest back to the Company between April 2009 and April 2011 at a predetermined and fixed cash consideration. The fair value of this put was determined to be a nominal amount.

(j) c360 Solutions Incorporated (c360)

In April 2006, a subsidiary of the Company acquired 100% of the shares in c360, a global provider of CRM add-on products, industry-specific CRM solutions, and CRM development tools for Microsoft Dynamics CRM. The
acquisition enabled the Company to expand globally through channel sales partners, and complements its market strategy to target mid-to-large sized organizations. Under the terms of the agreement, the Company paid $1,250 of cash and the Company
issued 50,000 of its unregistered Class A common shares at closing. The 50,000 shares were valued as of the commitment date at $225. In addition, the Company paid $875 of additional cash consideration in January 2007 and agreed to pay $875 of
additional cash consideration on the eighteen month anniversary of closing. The Company also agreed to issue to the sellers an additional 350,000 unregistered Class A common shares to be issued in 50,000 share increments every three months
through the twenty-one month anniversary of closing. The 350,000 shares were valued as of the commitment date at $1,572. An additional 200,000 unregistered Class A common shares may be earned by the seller based upon certain performance targets
through 2009. In accordance with EITF 95-08, the Company has accounted for these additional contingent shares as compensation because in accordance with the purchase agreement the payment is automatically forfeited if employment terminates and it
was probable that certain performance criteria were going to be met. The Company has accrued $153 at December 31, 2006. Related to these additional consideration payments.



F-33



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|3. | BUSINESS COMBINATIONS (continued)
|-- | ---------------------------------



(j) c360 Solutions Incorporated (c360)

Through June 25, 2007, an additional 250,000 unregistered Class A common shares of the Company had been issued. In addition, the
Company has agreed to issue up to an aggregate of 200,000 additional unregistered Class A common shares of the Company between the twenty-four and thirty-three month anniversary of closing in the event c360 achieves certain revenue targets.
Approximately $475 of the purchase price is subject to adjustment for breaches of representations and warranties.

(k) OST
International, Inc. (OSTI)

In June 2006, the Company acquired OSTI. OSTI is a preferred third party vendor
of consulting and outsourced IT services to many Fortune 500 companies, which expanded the Companys business offerings to the Midwest region of the U.S. Under the terms of the agreement, the Company paid $3,000 in cash at closing. A cash
payment in the amount of $280 was made on March 31, 2007 for the net tangible assets of the Company. In addition, the Company agreed to issue to the selling shareholder $330 worth of its unregistered Class A common shares prior to
June 15, 2008 and an additional $220 worth of its unregistered Class A common shares prior to June 15, 2009. The Company also agreed to pay additional cash consideration in the amounts of $300 and $400 in the event 2007 EBITDA and
2008 EBITDA for OSTI is $1,350 and $1,450, respectively. The additional consideration payments are subject to upward and downward adjustment, dollar-for-dollar, in the event 2007 EBITDA and 2008 EBITDA are less than or greater than the targeted
EBITDA amounts. The additional consideration payments are also subject to adjustment in the event of breaches of representations and warranties.

(l) MVI Technology (MVI)

In October 2006, the Company acquired MVI. MVI is a developer of a
Real-time Performance Management solutions specifically designed for the food and beverage and consumer products industries that enables manufacturers to merge automated shop floor data, quality process control and manufacturing performance
dashboards. Under the terms of the agreement, the Company paid approximately $5,273 of cash at closing. In addition, the Company agreed to pay up to a maximum of $12,000 of additional consideration based upon the revenues of MVI between months 1
through 12, 13 through 24 and 25 through 36 following the closing. Revenues must exceed $6,000 during each 12 month period for any additional consideration to be payable for that period. Any additional consideration will be paid in the form of cash.
The additional consideration payments are subject to adjustment in the event of breaches of representations and warranties, and various other adjustments. In accordance with EITF 95-08, the Company has accounted for these additional contingent
payments as compensation because in accordance with the purchase agreement the payment is automatically forfeited if employement terminates and it was probable that certain performance criteria were going to be met. The Company has accrued $164 at
December 31, 2006 related to these additional consideration payments.

Goodwill recognized in conjunction with these
individually insignificant acquisitions amounted to $2,520 and $1,578 and was assigned to the Software segment and Business Services segment, respectively; $1,578 of such goodwill is expected to be deductible for tax purposes.

In 2005 and 2006, the Company paid $2,059 and $752, respectively, in additional earn-out considerations related to the acquisitions that
were made before January 1, 2005. The Company will not be required to pay any additional earn-out considerations related to pre January 1, 2005 acquisitions.



F-34



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|4. | RESTRICTED CASH
|-- | ---------------

At
December 31, 2005 and 2006, cash of $1,886 and $1996, respectively, was pledged for banking facilities of the Company.



|5. | ACCOUNTS RECEIVABLE
|-- | -------------------



|                                |  |                  |        |   |                  |   |        |  
|------------------------------- |  | ---------------- | ------ | - | ---------------- | - | ------ | -
|                                |  | December 31,2005 |        |   | December 31,2006 |  
|Accounts receivable:            |  |                  |        |   |                  |   |        |  
|Amounts billed                  |  | $                | 45,724 |   |                  | $ | 62,781 |  
|Unbilled                        |  |                  | 5,877  |   |                  |   | 7,029  |  
|                                |  |                  |        |   |                  |   |        |  
|                                |  |                  | 51,601 |   |                  |   | 69,810 |  
|Allowance for doubtful accounts |  |                  | (4,112 | ) |                  |   | (5,373 | )
|                                |  |                  |        |   |                  |   |        |  
|Net                             |  | $                | 47,489 |   |                  | $ | 64,437 |  
|                                |  |                  |        |   |                  |   |        |  



|                                 |  |                            |        |   |                            |   |        |                            |  |   |        |  
|-------------------------------- |  | -------------------------- | ------ | - | -------------------------- | - | ------ | -------------------------- |  | - | ------ | -
|                                 |  | Year endedDecember 31,2004 |        |   | Year endedDecember 31,2005 |   |        | Year endedDecember 31,2006 | 
|Allowance for doubtful accounts: |  |                            |        |   |                            |   |        |                            |  |   |        |  
|Balance at beginning of year     |  | $                          | 2,816  |   |                            | $ | 4,011  |                            |  | $ | 4,112  |  
|Additions                        |  |                            | 4,834  |   |                            |   | 1,450  |                            |  |   | 2,890  |  
|Write-offs, net of recoveries    |  |                            | (3,639 | ) |                            |   | (1,349 | )                          |  |   | (1,629 | )
|                                 |  |                            |        |   |                            |   |        |                            |  |   |        |  
|Balance at end of year           |  | $                          | 4,011  |   |                            | $ | 4,112  |                            |  | $ | 5,373  |  
|                                 |  |                            |        |   |                            |   |        |                            |  |   |        |  

Unbilled receivables represent the recognized sales value of performance relating
to the Software and Business Services segments and these amounts had not been billed and were not billable to the customers at the balance sheet date. The balances will be billed upon the fulfillment of certain conditions agreed between the parties.



|6. | INVESTMENTS
|-- | -----------

In 2006, the Company
acquired an equity interest in preference shares in two collateralized debt obligations (CDOs) coupled with a U.S. treasury strip for an aggregate nominal amount of $38,700. These investments are subject to variability as there is no
stated coupon rate and the equity interest in these investments are subject to changes in returns on the collateralized debt backing the interest. Although the principal amount in these investments are backed by U.S. treasury strips, our equity
holding in the CDOs, which represents approximately 55% of the investment value at December 31, 2006, has significant risk of loss should the collateralized debt underlying the investment deteriorate in quality (Note 20).

The Company currently intends to hold the CDO investments as long term investments, not to be traded in the near term. As the
aforementioned investments are not publicly traded and have no active market, fair value as of December 31, 2006 was determined by the respective brokers and validated by management based on expected cash flow returns discounted by rates
consistent with rate of returns offered on comparable investments with comparable risks. These valuations represent managements best estimate of fair value of these investments at December 31, 2006 and may or may not represent the
ultimate value of these investments.



F-35



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|6. | INVESTMENTS (continued)
|-- | -----------------------



The Company is in the process of assessing the existence of embedded derivatives in
these investments upon adoption of SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140 (SFAS 155), which is effective January 1, 2007.

In conjunction with the purchase of the CDOs, the Company pledged certain held-to-maturity U.S. agency bonds as collateral under
multiple note purchase agreements (Note 11). The pledged U.S. agency bonds are being used to repay the debt when such U.S. agency bonds mature. The total amount of securities pledged at December 31, 2006 was $30,504, all of which is classified
as a restricted investment.

At December 31, 2004, 2005 and 2006, the Company evaluated the length of time and extent
to which the fair market value of certain of its securities had been less than their cost, as well as the financial condition and performance of the issuer and the Companys intention and ability to hold such securities to recovery or maturity.
The Company records an impairment loss on securities for which the decrease in fair value of the debt securities was determined to be other-than-temporary. At December 31, 2005 and 2006, none of the Companys securities were determined to
have an other-than-temporary impairment.

Available-for-sale securities consist of the following:



|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|------------------------------------------------------------- |  | ------------------- | ------- | ------------------------------------------- | - | -------------------------------------------- |  | - | ------ | -
|                                                              |  | December 31, 2005   |        
|                                                              |  | EstimatedFair Value |         | Gains inAccumulatedOtherComprehensiveIncome |   | Losses inAccumulatedOtherComprehensiveIncome | 
|Current:                                                      |  |                     |         |                                             |   |                                              |  |   |        |  
|Corporate securities                                          |  | $                   | 10,003  |                                             | $ |                                             |  | $ | (192   | )
|U.S. government securities                                    |  |                     | 24,953  |                                             |   | 21                                           |  |   | (342   | )
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|Total debt securities                                         |  |                     | 34,956  |                                             |   | 21                                           |  |   | (534   | )
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|Common Stock                                                  |  |                     | 659     |                                             |   | 251                                          |  |   | (14    | )
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|Total equity securities                                       |  |                     | 659     |                                             |   | 251                                          |  |   | (14    | )
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|Less: restricted securities pledged for banking facilities    |  |                     | 11,838  |                                             |   |                                             |  |   | 342    |  
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|Total current non-restricted available-for-sale securities    |  |                     | 23,777  |                                             |   | 272                                          |  |   | (206   | )
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|Noncurrent:                                                   |  |                     |         |                                             |   |                                              |  |   |        |  
|U.S. government securities                                    |  |                     | 113,195 |                                             |   |                                             |  |   | (2,840 | )
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|Total debt securities                                         |  |                     | 113,195 |                                             |   |                                             |  |   | (2,840 | )
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|Less: restricted securities pledged for banking facilities    |  |                     | 20,432  |                                             |   |                                             |  |   | 505    |  
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|Total noncurrent non-restricted available-for-sale securities |  |                     | 92,763  |                                             |   |                                             |  |   | (2,335 | )
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|Total non-restricted available-for-sale securities            |  | $                   | 116,540 |                                             | $ | 272                                          |  | $ | (2,541 | )
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  



F-36



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|6. | INVESTMENTS (continued)
|-- | -----------------------



|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|------------------------------------------------------------- |  | ------------------- | ------- | ------------------------------------------- | - | -------------------------------------------- |  | - | ------ | -
|                                                              |  | December 31, 2006   |        
|                                                              |  | EstimatedFair Value |         | Gains inAccumulatedOtherComprehensiveIncome |   | Losses inAccumulatedOtherComprehensiveIncome | 
|Current:                                                      |  |                     |         |                                             |   |                                              |  |   |        |  
|U.S. government securities                                    |  | $                   | 10,869  |                                             | $ |                                             |  | $ | (187   | )
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|Total debt securities                                         |  |                     | 10,869  |                                             |   |                                             |  |   | (187   | )
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|Common Stock                                                  |  |                     | 3,532   |                                             |   | 1                                            |  |   | (936   | )
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|Total equity securities                                       |  |                     | 3,532   |                                             |   | 1                                            |  |   | (936   | )
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|Total current non-restricted available-for-sale securities    |  |                     | 14,401  |                                             |   | 1                                            |  |   | (1,123 | )
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|Noncurrent:                                                   |  |                     |         |                                             |   |                                              |  |   |        |  
|U.S. government securities                                    |  |                     | 73,036  |                                             |   |                                             |  |   | (1,946 | )
|CDOs                                                          |  |                     | 39,009  |                                             |   |                                             |  |   | (692   | )
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|Total debt securities                                         |  |                     | 112,045 |                                             |   |                                             |  |   | (2,638 | )
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|Total noncurrent non-restricted available-for-sale securities |  |                     | 112,045 |                                             |   |                                             |  |   | (2,638 | )
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  
|Total non-restricted available-for-sale securities            |  | $                   | 126,446 |                                             | $ | 1                                            |  | $ | (3,761 | )
|                                                              |  |                     |         |                                             |   |                                              |  |   |        |  

The gross realized gains on sales of available-for-sale securities totaled $384,
$584 and $392, in 2004, 2005 and 2006, respectively. The gross realized losses on sales of available-for-sale debt securities totaled $217, $59 and $224, in 2004, 2005 and 2006, respectively.

The following table shows the gross unrealized losses and fair value of the Companys investments with unrealized losses that are
not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2005 and 2006.



|                             |  |                     |       |                      |   |           |  |                |         |           |   |                |  |   |         |  |   |      
|---------------------------- |  | ------------------- | ----- | -------------------- | - | --------- |  | -------------- | ------- | --------- | - | -------------- |  | - | ------- |  | - | -----
|                             |  | December 31, 2005  
|                             |  | Less Than 12 Months |       | 12 Months or Greater |   | Total    
|Description of securities    |  | Fairvalue           |       | Unrealizedloss       |   | Fairvalue |  | Unrealizedloss |         | Fairvalue |   | Unrealizedloss
|U.S. Treasury obligations    |  | $                   | 9,814 |                      | $ | 187       |  | $              | 133,102 |           | $ | 3,187          |  | $ | 142,916 |  | $ | 3,374
|CDOs                         |  |                     |      |                      |   |          |  |                |        |           |   |               |  |   |        |  |   |     
|Marketable equity securities |  |                     | 70    |                      |   | 14        |  |                |        |           |   |               |  |   | 70      |  |   | 14   
|                             |  |                     |       |                      |   |           |  |                |         |           |   |                |  |   |         |  |   |      
|Total                        |  | $                   | 9,884 |                      | $ | 201       |  | $              | 133,102 |           | $ | 3,187          |  | $ | 142,986 |  | $ | 3,388
|                             |  |                     |       |                      |   |           |  |                |         |           |   |                |  |   |         |  |   |      



|                             |  |                     |        |                      |   |           |  |                |         |           |   |                |  |   |         |  |   |      
|---------------------------- |  | ------------------- | ------ | -------------------- | - | --------- |  | -------------- | ------- | --------- | - | -------------- |  | - | ------- |  | - | -----
|                             |  | December 31, 2006  
|                             |  | Less Than 12 Months |        | 12 Months or Greater |   | Total    
|Description of Securities    |  | Fairvalue           |        | Unrealizedloss       |   | Fairvalue |  | Unrealizedloss |         | Fairvalue |   | Unrealizedloss
|U.S. Treasury obligations    |  | $                   |       |                      | $ |          |  | $              | 114,423 |           | $ | 2,372          |  | $ | 114,423 |  | $ | 2,372
|CDOs                         |  |                     | 39,009 |                      |   | 692       |  |                |        |           |   |               |  |   | 39,009  |  |   | 692  
|Marketable equity securities |  |                     | 3,047  |                      |   | 61        |  |                |        |           |   |               |  |   | 3,047   |  |   | 61   
|                             |  |                     |        |                      |   |           |  |                |         |           |   |                |  |   |         |  |   |      
|Total                        |  | $                   | 42,056 |                      | $ | 753       |  | $              | 114,423 |           | $ | 2,372          |  | $ | 156,479 |  | $ | 3,125
|                             |  |                     |        |                      |   |           |  |                |         |           |   |                |  |   |         |  |   |      



F-37



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|6. | INVESTMENTS (continued)
|-- | -----------------------



The unrealized losses on the Companys investments in U.S. Treasury obligations
were caused by interest rate increases. The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. Because the Company has the ability and intent to hold
these investments until a recovery of fair value, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at December 31, 2005 and 2006.

The unrealized losses on the Companys CDOs were caused by speculation of potential future asset deterioration and the difference in
the rate of returns offered on comparable investments with comparable risks at December 31, 2006. The Company has evaluated the near-term prospects of the underlying collateralized debt and determined that it has had zero defaults and is
passing all of its overcollateralization ratio tests. Based on that evaluation and the Companys ability and intent to hold these investments for a reasonable period of time sufficient for a forecasted recovery of fair value, the Company does
not consider these investments to be other-than-temporarily impaired at December 31, 2006.

The Companys
investments in marketable equity securities consist primarily of investments in common stock. The Company has evaluated the near-term prospects of the issuers in relation to the severity and duration of the impairment. Based on that evaluation and
the Companys ability and intent to hold these investments for a reasonable period of time sufficient for a forecasted recovery of fair value, the Company does not consider these investments to be other-than-temporarily impaired at
December 31, 2006.

Prior to 2005, the Company considered all debt and equity securities with a sustained decline in
market values for six months or more to be other than temporarily impaired because the Company did not have the ability and intent to hold those investments until a recovery of fair value. In 2004, the Company recorded impairment losses on certain
available-for-sale debt securities of $990.

The Company did not have any securities classified as held-to-maturity at
December 31, 2005. The following table summarizes the Companys held-to-maturity securities as of December 31, 2006:



|                                                           |  |                   |        |                          |   |                           |  |   |                    |   |  |   |       
|---------------------------------------------------------- |  | ----------------- | ------ | ------------------------ | - | ------------------------- |  | - | ------------------ | - |  | - | ------
|                                                           |  | December 31, 2006
|                                                           |  | NetCarryingAmount |        | UnrecognizedHoldingGains |   | UnrecognizedHoldingLosses |  |   | EstimatedFairValue
|Current:                                                   |  |                   |        |                          |   |                           |  |   |                    |   |  |   |       
|U.S. government securities                                 |  | $                 | 30,504 |                          | $ |                          |  | $ | (341               | ) |  | $ | 30,163
|Less: restricted securities pledged for banking facilities |  |                   | 30,504 |                          |   |                          |  |   | 341                |   |  |   | 30,163
|                                                           |  |                   |        |                          |   |                           |  |   |                    |   |  |   |       
|Total current non-restricted securities                    |  | $                 |       |                          | $ |                          |  | $ |                   |   |  | $ |      
|                                                           |  |                   |        |                          |   |                           |  |   |                    |   |  |   |       

For the years ended December 31, 2004, 2005 and 2006, the Company did not
record any gross realized gains or gross realized losses on sales of held-to-maturity securities.

At December 31,
2006, all the available-for-sale securities were carried at market value and all held-to-maturity securities were carried at amortized cost. Temporary unrealized gains and losses at December 31, 2006 related to the available-for-sale securities
were reported in accumulated other comprehensive income (loss).



F-38



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|6. | INVESTMENTS (continued)
|-- | -----------------------



All available-for-sale and held-to-maturity securities held by the Company have
maturity terms ranging from one to ten years. At December 31, 2005 and 2006, the Companys debt securities had maturity dates falling due as follows:



|                               |  |                  |         |                  |   |       
|------------------------------ |  | ---------------- | ------- | ---------------- | - | ------
|                               |  | December 31,2005 |         | December 31,2006
|Maturity date:                 |  |                  |         |                  |   |       
|Available-for-sale             |  |                  |         |                  |   |       
|One year or less               |  | $                | 34,956  |                  | $ | 10,869
|Within one year to five years  |  |                  | 113,195 |                  |   | 73,036
|Within five years to ten years |  |                  |        |                  |   |      
|                               |  |                  |         |                  |   |       
|                               |  | $                | 148,151 |                  | $ | 83,905
|                               |  |                  |         |                  |   |       
|Held-to-maturity               |  |                  |         |                  |   |       
|One year or less               |  |                  |        |                  |   | 30,504
|Within one year to five years  |  |                  |        |                  |   |      
|Within five years to ten years |  |                  |        |                  |   |      
|                               |  |                  |         |                  |   |       
|                               |  | $                |        |                  | $ | 30,504
|                               |  |                  |         |                  |   |       

Included in the total available-for-sale debt securities as of December 31,
2005 and 2006 were debt securities with a market value of $32,270 and Nil, respectively, which were segregated and secured in accordance with the Companys lines of credit as further discussed in Note 11.

Included in the total held-to-maturity debt securities as of December 31, 2005 and 2006 were debt securities with a market value of
Nil and $30,504, respectively, which were segregated and secured in accordance with the Companys note purchase agreements as further discussed in Note 11.



F-39



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|7. | NOTE RECEIVABLE
|-- | ---------------

In connection with
the Companys 51% ownership interest in Cayman First Tier (Cayman), an investment holding company organized in the Cayman Islands, the Company invested $25,000 into Cayman, and has also allowed Cayman to loan to Symphony Enterprise
Solutions, S.ar.L. (Symphony), the 49% minority owner of Cayman, $25,000 (Symphony Note). All the funds provided to Cayman were used primarily for further expansion in the supply chain management software sector via
acquisitions, strategic investments and organic growth. The loan bears interest at 3% per annum and is repayable in November 2007. Accrued interest is payable quarterly in the event Symphonys net worth falls below the amount outstanding
under the Symphony Note. Symphony has the option of prepaying borrowed amounts at any time upon three business days notice without penalty or premium, in increments of $100. Symphonys obligations under the promissory note are secured by
a pledge from Symphony in favor of Cayman of all of Symphonys rights, title and interest in Symphonys 49% interest in Cayman. The promissory note allows Cayman to declare the note immediately due and payable upon the occurrence of events
of default typical for such promissory notes including payment defaults, Symphonys inability to pay its debts as they become due or insolvency, or the failure to create a valid lien on the collateral to secure the loan.

In conjunction with the Companys investment in Cayman in 2003, it became a 51% owner of Indutri-Matematik International Corp.
(IMI). The Company then entered into a put option agreement with Symphony, where Symphony has an option to sell to the Company all of its 49% interest in IMI at any time during the twelve months following the occurrence of unpermitted
changes in the composition of IMIs executive committee being overruled by the IMI board, or modifications to the rights, powers or responsibilities of IMIs executive committee without the approval of the directors appointed by Symphony.
The purchase price for Symphonys interest in IMI is based on the financial performance of IMI, and is set at a fixed multiple of IMIs annual revenues. This put option agreement meets the definition of a derivative and the Company
determined that it did not require any accounting recognition at the inception date or at the end of each of the reporting period presented based on the insignificant fair market value assigned to the derivative.

In conjunction with the Symphony Note, the Company entered into certain written arrangements with Symphony that meet the definition of a
derivative. The Company determined that such derivatives did not require any accounting recognition at the inception date or at the end of each of the reporting period presented based on the insignificant fair market value assigned to these
derivatives.



F-40



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|8. | PROPERTY AND EQUIPMENT
|-- | ----------------------



|                               |  |                  |         |   |                  |   |         |  
|------------------------------ |  | ---------------- | ------- | - | ---------------- | - | ------- | -
|                               |  | December 31,2005 |         |   | December 31,2006 |  
|Leasehold improvements         |  | $                | 2,133   |   |                  | $ | 2,160   |  
|Furniture and fixtures         |  |                  | 747     |   |                  |   | 761     |  
|Office equipment               |  |                  | 1,649   |   |                  |   | 1,303   |  
|Computer equipment             |  |                  | 26,312  |   |                  |   | 28,869  |  
|Motor vehicles                 |  |                  | 320     |   |                  |   | 151     |  
|                               |  |                  |         |   |                  |   |         |  
|                               |  |                  | 31,161  |   |                  |   | 33,244  |  
|Less: Accumulated depreciation |  |                  | (24,935 | ) |                  |   | (23,704 | )
|                               |  |                  |         |   |                  |   |         |  
|Property and Equipment, net    |  | $                | 6,226   |   |                  | $ | 9,540   |  
|                               |  |                  |         |   |                  |   |         |  

Depreciation expense was $3,721, $3,866 and $4,385 for the years ended
December 31, 2004, 2005 and 2006, respectively.



|9. | GOODWILL
|-- | --------

The changes in the carrying amount of
goodwill for the years ended December 31, 2005 and 2006 are as follows:



|                                                              |  |          |         |   |                  |   |        |                                |  |   |                  |   |  |          |       |       |  |   |        |  |   |         |  
|------------------------------------------------------------- |  | -------- | ------- | - | ---------------- | - | ------ | ------------------------------ |  | - | ---------------- | - |  | -------- | ----- | ----- |  | - | ------ |  | - | ------- | -
|                                                              |  | Software |         |   | BusinessServices |   |        | MobileServices andApplications |  |   | InternetandMedia |   |  | CDCGames |       | Total | 
|Balance as of December 31, 2004                               |  | $        | 114,204 |   |                  | $ | 18,474 |                                |  | $ | 63,401           |   |  | $        | 5,659 |       |  | $ |       |  | $ | 201,738 |  
|Reallocation of goodwill                                      |  |          |        |   |                  |   | 362    |                                |  |   |                 |   |  |          | (362  | )     |  |   |       |  |   |        |  
|Foreign currency adjustment                                   |  |          | (3,781  | ) |                  |   | (443   | )                              |  |   | 1,552            |   |  |          | 138   |       |  |   |       |  |   | (2,534  | )
|Goodwill acquired during the year                             |  |          |        |   |                  |   | 2,048  |                                |  |   | 1,521            |   |  |          |      |       |  |   |       |  |   | 3,569   |  
|Purchase accounting adjustments                               |  |          | (3,241  | ) |                  |   | 712    |                                |  |   | 419              |   |  |          |      |       |  |   |       |  |   | (2,110  | )
|                                                              |  |          |         |   |                  |   |        |                                |  |   |                  |   |  |          |       |       |  |   |        |  |   |         |  
|Balance as of December 31, 2005                               |  |          | 107,182 |   |                  |   | 21,153 |                                |  |   | 66,893           |   |  |          | 5,435 |       |  |   |       |  |   | 200,663 |  
|Foreign currency adjustment                                   |  |          | 2,886   |   |                  |   | 493    |                                |  |   | 2,412            |   |  |          | 183   |       |  |   |       |  |   | 5,974   |  
|Goodwill acquired during the year                             |  |          | 4,358   |   |                  |   | 5,863  |                                |  |   | 2,246            |   |  |          |      |       |  |   | 14,765 |  |   | 27,232  |  
|Subsequent realization of tax benefit from acquired companies |  |          | (27,362 | ) |                  |   | (1,006 | )                              |  |   | (451             | ) |  |          |      |       |  |   |       |  |   | (28,819 | )
|Purchase accounting adjustments                               |  |          |        |   |                  |   |       |                                |  |   |                 |   |  |          |      |       |  |   |       |  |   |        |  
|                                                              |  |          |         |   |                  |   |        |                                |  |   |                  |   |  |          |       |       |  |   |        |  |   |         |  
|Balance as of December 31, 2006                               |  | $        | 87,064  |   |                  | $ | 26,503 |                                |  | $ | 71,100           |   |  | $        | 5,618 |       |  |   | 14,765 |  | $ | 205,050 |  
|                                                              |  |          |         |   |                  |   |        |                                |  |   |                  |   |  |          |       |       |  |   |        |  |   |         |  



F-41



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|10. | INTANGIBLE ASSETS
|--- | -----------------

The following table summarizes
the Companys amortized intangible assets as of December 31:



|                                             |  |                     |        |                         |   |         |     |  |                     |        |                         |   |         |     |   |         |   |  |   |       
|-------------------------------------------- |  | ------------------- | ------ | ----------------------- | - | ------- | --- |  | ------------------- | ------ | ----------------------- | - | ------- | --- | - | ------- | - |  | - | ------
|                                             |  | 2005                |        | 2006                   
|                                             |  | Grosscarryingamount |        | Accumulatedamortization |   |         | Net |  | Grosscarryingamount |        | Accumulatedamortization |   |         | Net
|URLs                                         |  | $                   | 16,956 |                         | $ | (3,390  | )   |  | $                   | 13,566 |                         | $ | 16,950  |     | $ | (4,238  | ) |  | $ | 12,712
|Software applications and programs           |  |                     | 46,374 |                         |   | (12,984 | )   |  |                     | 33,390 |                         |   | 61,057  |     |   | (20,726 | ) |  |   | 40,331
|Customer base and contracts                  |  |                     | 26,126 |                         |   | (10,277 | )   |  |                     | 15,849 |                         |   | 47,593  |     |   | (17,413 | ) |  |   | 30,180
|Business licenses and partnership agreements |  |                     | 5,290  |                         |   | (2,462  | )   |  |                     | 2,828  |                         |   | 18,137  |     |   | (6,092  | ) |  |   | 12,045
|Other                                        |  |                     |       |                         |   |        |     |  |                     |       |                         |   | 1,020   |     |   | (160    | ) |  |   | 860   
|                                             |  |                     |        |                         |   |         |     |  |                     |        |                         |   |         |     |   |         |   |  |   |       
|Intangible Assets                            |  | $                   | 94,746 |                         | $ | (29,113 | )   |  | $                   | 65,633 |                         | $ | 144,757 |     | $ | (48,629 | ) |  | $ | 96,128
|                                             |  |                     |        |                         |   |         |     |  |                     |        |                         |   |         |     |   |         |   |  |   |       

These intangible assets are amortized on the straight-line basis over the
estimated economic lives of the assets. The Company had trademarks not subject to amortization with carrying values of $7,941 as of December 31, 2005 and 2006.

Amortization expense was $11,496, $13,433 and $18,002 for the years ended December 31, 2004, 2005 and 2006, respectively. The
following table summarizes the estimated amortization expense for each of the following five years based on the current amount of intangible assets subject to amortization:



|                        |  |   |       
|----------------------- |  | - | ------
|Year ended December 31: |  |  
|2007                    |  | $ | 22,384
|2008                    |  | $ | 19,729
|2009                    |  | $ | 11,419
|2010                    |  | $ | 9,382 
|2011 and thereafter     |  | $ | 33,214



F-42



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|11. | FINANCING ARRANGEMENTS
|--- | ----------------------

Financing
arrangements at December 31, 2005 and 2006 was as follows:



|                       |  |                  |        |                  |   |        
|---------------------- |  | ---------------- | ------ | ---------------- | - | -------
|                       |  | December 31,2005 |        | December 31,2006
|Convertible notes      |  | $                |       |                  | $ | 161,859
|Credit line agreements |  | $                | 26,249 |                  | $ |       
|Financing agreements   |  | $                |       |                  | $ | 18,700 

(a) Convertible Notes

In November 2006, the Company issued $168,000 aggregate principal amount of 3.75% senior exchangeable, unsecured convertible notes due
2011 to a total of 12 institutional accredited investors in a private placement exempt from registration under the Securities Act.

Conversion Option. Under the terms of the notes, the holders have the right to exchange such notes into common shares of the Company or upon a qualifying initial public offering (IPO), common shares of two wholly-owned
subsidiaries of the Company based on a predetermined exchange price and when the IPO is consummated.

The aggregate number
of common shares of the Companys common stock that the Company may deliver to the holders in connection with exchanges of the notes is capped at a maximum of 19.99% of the number of shares of the Companys common stock outstanding as of
the issue date of the note.

The aggregate number of common shares of each subsidiary that the Company is required to
deliver to holders in connection with exchanges of the notes is capped at a maximum of 33.33% of the number of shares of each subsidiarys common stock outstanding as of the time of the exchange.

Upon the occurrence of an IPO of either subsidiary and if the holders of the notes decide to convert the notes into the respective
subsidiarys shares, the Company has agreed to satisfy the conversion option by delivering the existing shares of its investment into the subsidiary.

The investors have agreed to a lock-up period of up to 180 days following the date of an IPO prospectus during which the investors will refrain from selling any of each subsidiarys respective common shares.



F-43



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|11. | FINANCING ARRANGEMENTS (continued)
|--- | ----------------------------------



(a) Convertible Notes (continued)



Contingent Written Put Option 1. If a qualified IPO (defined as gross proceeds
before underwriting discounts, commissions and fees, to the Company and any of its selling shareholders are at least $100,000, provided that the total gross proceeds to all selling shareholders is not in excess of 30% of the total proceeds from the
IPO) by either of the two wholly-owned subsidiaries of the Company has not occurred within the first three years of issuance of the notes, the holder has the right to force the Company to repurchase all or any portion of an outstanding note in cash
for an amount equal to the sum of (i) the principal of the note, (ii) all accrued and unpaid interest and (iii) any additional amounts. The accrued and unpaid interest amount will be based on an interest premium of 12.5% applied
retroactively as of the issue date. The additional amounts refers to the event in which the taxing jurisdiction of the U.S., Cayman Islands or the PRC were to require the Company to withhold or deduct a tax from any of the payments it is
contractually obligated to make to the holder under the terms of the note agreement. The Company is required to bifurcate this put option pursuant to SFAS 133.

Contingent Written Put Option 2. If the Company or either of the two wholly-owned subsidiaries undergoes a change of control
(defined as (i) a person or group obtaining 50% or more of the total voting power of all classes of capital stock, (ii) current members of the Board of Directors cease to constitute a majority of that board or (iii) consolidation into
or merger with another entity or disposition of substantially all of the Companys or the two wholly-owned subsidiaries assets, the holder has the right to force the Company to repurchase all or any portion of the outstanding note in cash for
an amount equal to the sum of (i) the principal of the note, (ii) all accrued and unpaid interest, (iii) any additional amounts and (iv) a premium of 5% of the principal. The accrued and unpaid interest amount will be based on an
interest premium of 12.5% applied retroactively as of the issue date. The additional amounts refers to the event in which the taxing jurisdiction of the U.S., Cayman Islands or the PRC were to require the Company to withhold or deduct a tax from any
of the payments it is contractually obligated to make to the holder under the terms of the note agreement. The Company is required to bifurcate this put option pursuant to SFAS 133.

Contingent Written Put Option 3. If the Company sustains an event of default (defined as (i) failure to pay when due any
principal and/or interest due on the note, (ii) default or breach in the performance of any material covenants in the note agreement or failure to timely file with the SEC all reports required to be filed pursuant to the Securities Exchange Act
of 1934, as amended, (iii) default or breach in the performance of any of the material covenants in the registration rights agreement or payment of any liquidated damages under such agreement as and when due, (iv) bankruptcy, insolvency or
the appointment of receivership of the Company or any of its material subsidiaries, (v) court decree that it is illegal for the Company or either of the two wholly-owned subsidiaries to comply with any of its material obligations under the note
agreement and related agreements, (vi) any default of indebtedness of the Company or any of its subsidiaries that individually or in the aggregate exceeds $5,000 and such default results in the redemption or acceleration of such indebtedness,
or (vii) judgment against the Company or any of its material subsidiaries for payment of money in excess of $5,000, which is not discharged within 60 days) the



F-44



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|11. | FINANCING ARRANGEMENTS (continued)
|--- | ----------------------------------



(a) Convertible Notes (continued)



holder has the right to force the Company to repurchase all or any portion of the outstanding note in cash for an amount equal to the sum of (i) the
principal of the note, (ii) all accrued and unpaid interest and (iii) any additional amounts. The accrued and unpaid interest amount will be based on the lower of 18% or the highest rate permitted by applicable law, applied retroactively
as of the issue date. The additional amounts refers to the event in which the taxing jurisdiction of the U.S., Cayman Islands or the PRC were to require the Company to withhold or deduct a tax from any of the payments it is contractually obligated
to make to the holder under the terms of the note agreement.

Contingent Payment 1. If a qualified IPO has not
occurred by the maturity of the notes and assuming the notes are still outstanding at that time, the interest rate on a note will increase from 3.75% to 12.5%, applied retroactively to the principal of the note as of the issue date. The Company is
required to bifurcate this contingent payment right pursuant to SFAS 133.

Contingent Payment 2. If a qualified IPO
has occurred prior to the maturity of the notes and assuming the notes are still outstanding at maturity, the interest rate on a note will increase from 3.75% to 7.5%, applied retroactively to the principal of the note as of the issue date. The
Company is required to bifurcate this contingent payment right pursuant to SFAS 133.

Contingent Payment 3. If an
event of default has occurred and continues for 45 days, the interest rate on a note will increase from 3.75% to the lower of 18% or the highest rate permitted by applicable law and will be in effect from the date of the event of default to the
earlier of (i) the date the event of default is cured or (ii) the date on which the put price with respect to Contingent Written Put Option 3 is fully paid. The Company is required to bifurcate this contingent payment right pursuant to
SFAS 133.

Contingent Payment 4. The Company has entered into a registration rights agreement with respect to each
of the common shares deliverable upon an exchange of the notes. Under the terms of the registration rights agreement, the Company and the two wholly-owned subsidiaries of the Company have agreed to file a registration statement covering the resale
of the respective common shares within 45 days after the consummation of the IPO, and to use its reasonable best efforts to have such registration statement become effective no later than the later of 60 days following the filing date or the date on
which the lock-up period expires. The Company has agreed to maintain the effectiveness of the registration statement until the later of such time as all of the respective common shares which may be delivered upon exchange may be re-sold pursuant to
Rule 144(k) or May 13, 2012. In the event of any of the following: (i) the registration statement is not declared effective by the applicable deadlines; (ii) after the registration statement has been declared effective, sales cannot
be made by a holder under the registration statement (except for limited exceptions related to allowed delays or suspensions described below); or (iii) an amendment to the registration statement required to be filed is not filed by the required
date, the Company has agreed to pay the holders an amount of cash equal to 0.5% of the aggregate principal amount of notes then held by such holder, and for each month thereafter in which the default exists, an amount of cash equal to 1%, subject to
a cap for each individual default of 6%, of the aggregate principal amount of the notes outstanding.

The Company is
permitted to suspend without penalty the availability of the registration statement as a result of delaying the disclosure of material, nonpublic information concerning the Company for a maximum of 20 consecutive days and no more than 60 days in any
period of 365 days.



F-45



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|11. | FINANCING ARRANGEMENTS (continued)
|--- | ----------------------------------



(a) Convertible Notes (continued)



The registration rights agreement represents a contingent obligation of the Company
to make future payments under a registration payment arrangement. The Company accounts for the registration rights agreement in accordance with SFAS No. 5, Accounting for Contingencies (SFAS 5) and FASB Interpretation
No. 14, Reasonable Estimation of the Amount of a Loss. At December 31, 2006, the Company did not accrue for contingent obligation related to the registration rights agreement because of the remote likelihood that it will incur a
loss under the registration rights agreement.

Contingent Payment 5. If any of the taxing jurisdictions of the U.S.,
Cayman Islands or the PRC were to compel the Company to withhold or deduct a tax with respect to any amounts to be paid by the Company under the note, the Company is obligated to pay such additional amounts on behalf of the note holders. The Company
is required to bifurcate this contingent payment right pursuant to SFAS 133.

Dividends Participation Right.The
holder of a note participates in any distributions of cash or other assets that the Company or either of the two wholly-owned subsidiaries makes to the holders of the Company or the two wholly-owned subsidiaries common stock, respectively.
Specifically, upon declaration/payment of any such dividends, the holder can elect to either (i) received the same amount and type of consideration as the underlying common shareholders on an as-converted basis into which the note is
convertible based on the applicable conversion price then in effect or (ii) reduce the conversion price then in effect by multiplying it by a ratio that is designed to maintain the value of the conversion option.

The Company recorded debt issuance costs of $3,460 in conjunction with the convertible notes. In accordance with FAS 133 the Company
aggregated and accounted for the embedded derivatives as one compound derivate and allocated $6,317 of the net proceeds of $168,000 to the compound embedded derivative liability which was comprised of the bifurcated contingent written put options
1-2, contingent payments 1-3 and contingent payment 5 and $161,683 to the convertible notes. The resulting discount on the convertible notes is being amortized over the five year term using the effective interest method. Changes in the fair value of
the compound embedded derivative are recognized at each reporting date and are classified as gain (loss) on change in value of derivatives in the statements of operations.

At December 31, 2006, the fair value of the convertible notes and the compound embedded derivative liability was $161,859 and
$5,786, respectively. The change in fair value of the derivative liabilities was a gain of $531 for the year ended December 31, 2006 and is included in the accompanying consolidated statement of operations.

Details of the convertible notes as of December 31, 2006 are as follows:



|                                                               |  |                  |        
|-------------------------------------------------------------- |  | ---------------- | -------
|                                                               |  | December 31,2006
|Proceeds from issuance of convertible notes                    |  | $                | 168,000
|Less: discount on debt                                         |  |                  | 6,141  
|                                                               |  |                  |        
|Convertible notes                                              |  | $                | 161,859
|                                                               |  |                  |        
|Fair value of compound derivative related to convertible notes |  | $                | 5,786  
|                                                               |  |                  |        



F-46



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|11. | FINANCING ARRANGEMENTS (continued)
|--- | ----------------------------------



(b) Financing Agreements

In 2006 in connection with the purchase of certain CDO investments (Note 6) the Company and China.com Inc. entered into separate and
independent financing agreements with two financial institutions, collectively referred to as the Bank, in the aggregate nominal amount of $38,700. The Company entered into a credit facility agreement with the Bank pursuant to which the
Bank agreed to pay the Company the aggregate amount of $38,700 for payment of the purchase price of the collateralized debt obligations. The Company has pledged certain held-to-maturity U.S. agency bonds as collateral for payments due under the
financing agreements. These pledged securities all have maturity dates within 12 months and have interest rates ranging from 2.58% to 3.2%. As these securities mature a portion of the loan is settled with the cash proceeds. At December 31,
2006, the aggregate balance of the financing agreements was $18,700 and the total amount of securities pledged at December 31, 2006, was $30,504, all of which is classified as a restricted investment. The weighted average interest rate on these
agreements during 2006 and at December 31, 2006 was 5.6%.

(c) Credit Line Agreements

Under the line of credit arrangement with a financial institution, the Company may borrow up to $100,000 on such terms as the Company and
the financial institution mutually agree upon. Interest is payable upon the maturity of each advance and is calculated using the London Inter-Bank Offered Rate (LIBOR) for the applicable interest rate period plus .2% (3.66% at
December 31, 2005). Except for loans of $10,000 that were repaid in 2006, this arrangement does not have a termination date but is reviewed annually for renewal. At December 31, 2005 and 2006, the Company had $10,000 and Nil outstanding,
respectively and the unused portion of the credit line was $90,000 and $100,000, respectively.

During 2006, the Company
discontinued a $250,000 line of credit agreement with a financial institution. This line of credit consisted of a repurchase agreement pursuant to which the Company sold certain debt securities to the financial institution at a discounted price, and
the financial institution agreed to sell the same debt securities back to the Company at the same price at the termination of the agreement. Throughout the term of the agreement the financial institution paid to the Company any income associated
with the debt securities and the Company paid to the financial institution interest calculated using LIBOR plus 0.2% per annum (3.71% at December 31, 2005). Loans of $16,249 were repaid in 2006 prior to the line of credit being
discontinued. At December 31, 2005, the unused portion of the credit line was $234,000.

In 2004, the Company entered
into a collateralized credit facility agreement with a bank, under which the Company deposits debt securities as collateral in exchange for cash. During the term of the agreement, the bank maintains a charge on such debt securities. The bank paid to
the Company any income associated with the collateralized debt securities and the Company paid to the bank interest calculated using the LIBOR plus 0.3% per annum. In February 2005, this rate was renegotiated to LIBOR plus 0.2% per annum.
This agreement was discontinued during 2005.

In connection with the credit lines granted to the Company, the Company
maintained compensating balances of $1,886 and $1,996, in restricted cash at December 31, 2005 and 2006, respectively, pledged available-for-sale debt securities with a net book value of $32,270 and Nil at December 31, 2005 and 2006,
respectively and held-to-maturity debt securities with a net book value of Nil and $30,504 at December 31, 2005 and 2006, respectively.

The maturities of long-term debt for the five years subsequent to December 31, 2006 are as follows: 2007 - Nil; 2008 - Nil; 2009 - Nil; 2010 - Nil; and 2011 - $168,000.



F-47



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|11. | FINANCING ARRANGEMENTS (continued)
|--- | ----------------------------------



The weighted average interest rate on short-term borrowings during the year was 2.0%
in 2004, 3.6% in 2005 and 4.6% in 2006. The weighted average interest rates on short-term borrowings at December 31, 2005 and 2006 were 3.6% and 4.5% per annum, respectively.



|12. | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|--- | ---------------------------------------------

The components of accumulated other comprehensive income (loss) are as follows:



|                                                                                                         |  |                                                         |        |   |                                       |   |        |       |  |   |        |  
|-------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------- | ------ | - | ------------------------------------- | - | ------ | ----- |  | - | ------ | -
|                                                                                                         |  | Unrealizedgains (losses)on available-for-salesecurities |        |   | Foreigncurrencytranslationadjustments |   |        | Total | 
|Balance at December 31, 2004                                                                             |  | $                                                       | (417   | ) |                                       | $ | 5,572  |       |  | $ | 5,155  |  
|Unrealized losses, net of unrealized gains on available-for-sale securities                              |  |                                                         | (2,534 | ) |                                       |   |       |       |  |   | (2,534 | )
|Minority interests share of unrealized losses, net of unrealized gains on available-for-sale securities |  |                                                         | 217    |   |                                       |   |       |       |  |   | 217    |  
|Foreign currency translation adjustments                                                                 |  |                                                         |       |   |                                       |   | (355   | )     |  |   | (355   | )
|Less: reclassification adjustment for losses, net of gains included in net loss                          |  |                                                         | 146    |   |                                       |   |       |       |  |   | 146    |  
|                                                                                                         |  |                                                         |        |   |                                       |   |        |       |  |   |        |  
|Balance at December 31, 2005                                                                             |  | $                                                       | (2,588 | ) |                                       | $ | 5,217  |       |  | $ | 2,629  |  
|                                                                                                         |  |                                                         |       
|Unrealized losses, net of unrealized gains on available-for-sale securities                              |  |                                                         | 681    |   |                                       |   |       |       |  |   | 681    |  
|Minority interests share of unrealized losses, net of unrealized gains on available-for-sale securities |  |                                                         | 11     |   |                                       |   |       |       |  |   | 11     |  
|Foreign currency translation adjustments                                                                 |  |                                                         |       |   |                                       |   | 8,528  |       |  |   | 8,528  |  
|Less: reclassification adjustment for losses, net of gains included in net loss                          |  |                                                         | (5     | ) |                                       |   |       |       |  |   | (5     | )
|                                                                                                         |  |                                                         |        |   |                                       |   |        |       |  |   |        |  
|Balance at December 31, 2006                                                                             |  | $                                                       | (1,901 | ) |                                       | $ | 13,745 |       |  | $ | 11,844 |  
|                                                                                                         |  |                                                         |        |   |                                       |   |        |       |  |   |        |  



|13. | SUPPLEMENTARY STATEMENT OF OPERATIONS INFORMATION
|--- | -------------------------------------------------

The Company incurred the following expenses which are classified as selling, general and administrative expenses in the consolidated statements of operations:



|                                               |  |                            |       |                            |   |                            |  |   |       
|---------------------------------------------- |  | -------------------------- | ----- | -------------------------- | - | -------------------------- |  | - | ------
|                                               |  | Year endedDecember 31,2004 |       | Year endedDecember 31,2005 |   | Year endedDecember 31,2006
|Minimum rental expenses under operating leases |  | $                          | 9,630 |                            | $ | 10,042                     |  | $ | 11,100
|Advertising expenses                           |  | $                          | 2,249 |                            | $ | 5,050                      |  | $ | 10,573
|Defined contribution retirement plans expenses |  | $                          | 3,459 |                            | $ | 2,148                      |  | $ | 2,122 



F-48



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|14. | RELATED PARTY TRANSACTIONS
|--- | --------------------------

The
Company had the following material transactions with related parties during the years ended December 31, 2004, 2005 and 2006.

(a)
BBMF Group Inc. (BBMF). In January 2007, the Company announced that its subsidiary, CDC Mobile, entered into a letter of intent with BBMF, to make a strategic investment in BBMF. Under the proposal, CDC Mobile would look to invest
$20,000 in convertible bonds issued by BBMF, and the two companies would form a strategic alliance in operations to jointly target 3G markets in Japan and China. CDC Mobile would have a first right of refusal to distribute BBMFs 3G products
and services in China, subject to terms to be agreed between the parties.

As part of the proposed investment, in January
2007, the Company entered into a senior secured loan agreement with BBMF pursuant to which the Company provided a $3,000 loan to BBMF, for working capital purposes and to accelerate the business expansion of BBMF. All outstanding principal amounts
outstanding together with interest accrued thereon, is due and payable by BBMF on the earliest of: (i) January 12, 2008; (ii) the occurrence of an event of default; or (iii) the date upon which a convertible loan agreement for an
amount of not less than $20,000 is executed between CDC Mobile Corporation and BBMF on the terms and conditions as set forth in the letter of intent between the parties. The note bears interest at the rate which is equal to the LIBOR for a 12 month
loan, plus 3%. Upon the occurrence of an event of default, the note bears interest at a rate of 15% per annum during the continuance of the event of default, compounded annually. The note is secured by the assets of BBMF and personal guarantees
of the CEO and President of BBMF.

BBMF is owned 32.5% by Outerspace Investments Limited, an entity in which
Ms. Nicola Chu is the ultimate beneficial owner. Ms. Chu is the spouse of Mr. Peter Yip, the chief executive officer of the Company. In addition, Mr. Antony Yip serves as the president and a director of BBMF. Antony Yip is the
son of Peter Yip. In addition, Mr. Antony Yip serves as a director of CDC Games Corporation, a 100% owned subsidiary of CDC Corporation.

(b) Golden Tripod Limited (Golden Tripod). For the years ended December 31, 2004, 2005 and 2006, the Company paid management fees of $132, $77 and $77, respectively, to Golden Tripod, an entity affiliated with
Xinhua, one of the Companys shareholders, for the provision of general management services to the Company, including consultancy fees of consultants provided by Golden Tripod.

(c) Dr. Raymond Chien (Dr. Chien).Effective August 30, 2005, Dr. Chien resigned from his position as
the Companys Chief Executive Officer and Executive Chairman but continues to serve on the Board of Directors as its Chairman. In connection with his resignation, the Company entered into an agreement with Dr. Chien which governs the
terms and conditions of his resignation. Among other things, the agreement provides for the following:



| |  |  | The Company agreed to give Dr. Chien until December 31, 2005 in which to exercise 300,000 options that were granted to Dr. Chien on
May 11, 2004 at an exercise price of $7.77 pursuant to his executive services agreements and that had vested as of August 30, 2005. All of such options were cancelled on December 31, 2005;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company agreed that 879,167 options granted to Dr. Chien that had vested as of August 30, 2005 with exercise prices ranging from $2.6860 to
$6.8125 per share shall not expire as long as Dr. Chien remains on the Board of Directors, or until the relevant option termination date. As of May 31, 2007, Dr. Chien had exercised 377,500 of such options and an
additional 546,667 options remain outstanding;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|14. | RELATED PARTY TRANSACTIONS (continued)
|--- | --------------------------------------



| |  |  | The Company agreed to grant, and did grant to Dr. Chien, on January 1, 2006, 45,000 options under the 1999 Stock Option Plan. These exercise
price of these options is $3.22 and such options vest in 3 equal semi-annual installments over an 18 month period from the date of grant; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company agreed to continue to maintain a health insurance policy for Dr. Chien, his spouse and immediate family with terms and conditions similar to that available to the Companys other Hong Kong
based executives for as long as Dr. Chien remains on the Board of Directors.

(d) Asia Pacific Online Limited
(APOL).APOL is a Cayman Islands company that is 50% owned by the spouse of Peter Yip, who acted as the chief executive officer of the Company for the year ended December 31, 2004 and between January and February 2005, and 50%
owned by a trust set up for the benefit of Mr. Yips children.

Effective April 12, 2006, the Company
entered into an agreement with APOL, pursuant to which APOL would provide the services of Mr. Peter Yip as the Companys Chief Executive Officer and Vice Chairman. The agreement has an initial term of three years, and is automatically
renewable for successive terms of one year each.

In consideration of providing the services of Mr. Yip, the Company
agreed to pay APOL cash remuneration of $.001 per annum; grant APOL options to purchase 2.4 million shares of the Companys Class A common stock at an exercise price of $3.99 per share, which shall vest quarterly over a three year
period, the Quarterly Vest Options; and grant of options to purchase up to 2,399,999 of the Companys Class A common stock at an exercise price of $3.99 per share, which shall vest in installments upon the achievement of
specified milestones, which include the following, the Contingent Options:



| |  |  | a public listing of the Companys software related business;
| | - |  | ------------------------------------------------------------



| |  |  | a listing of China.com Inc. outside of Hong Kong or moving China.com Inc.s listing to the main board of the Hong Kong Stock Exchange;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a public listing of the Companys online games business;
| | - |  | --------------------------------------------------------



| |  |  | a public listing of any other business acquired by the Company after the date of this agreement or the acquisition of at least 20% of a company listed on a
recognized stock exchange; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a public listing of any other business of the Companys.
| | - |  | --------------------------------------------------------

The consideration paid to APOL will be reviewed at the end of the initial term.

If the agreement with APOL is terminated for any reason other than cause, Mr. Yips death or by APOL by giving six
(6) months advance notice, the Quarterly Vest Options accelerate and fully vest. In addition, in the event that Mr. Yips death or disability is tangibly related to the performance of the duties by Mr. Yip for the Company, then
the Quarterly Vest Options shall accelerate and fully vest.



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|14. | RELATED PARTY TRANSACTIONS (continued)
|--- | --------------------------------------



In the event a change of control of the Company occurs and the agreement is
terminated for a reason other than cause, Mr. Yips death or by APOL giving six (6) months advance notice of termination, then the Quarterly Vest Options and the Contingent Options shall accelerate and fully vest. In addition, in the
event a change of control of the Company occurs, and Mr. Yip remains in good standing with us or the Companys successor through the first anniversary of such change in control, then the Quarterly Vest Options and the Contingent Options
shall accelerate and fully vest. A change of control shall be deemed to occur in the event any person, other than us or APOL, becomes the owner of 20% or more of the combined voting power of the Companys outstanding securities.

Under the terms of the agreement, the Company also agreed to reimburse APOL for Mr. Yips reasonable expenses incurred in the
performance of his duties related to travel and entertaining, including duties performed on behalf of us, in accordance with the Companys internal policies.

In addition, as long as APOL holds at least 5% of the Companys shares, APOL will be entitled to nominate one director to the Board
of Directors, subject to the shareholders electing such nominee as a director at the next general meeting of shareholders. APOL and Mr. Yip have also agreed to a non-competition period of twelve (12) months after the termination of the
agreement. In addition, the Company has agreed to reimburse all medical expenses incurred by Mr. Yip and his immediate family during the 36 months prior to the agreement.

As of December 31, 2006, APOL is the owner of 11,927,653 Class A common shares of the Company and had outstanding options to
purchase additional 6,044,999 Class A common shares of the Company, of which 1,130,626 options were exercisable at December 31, 2006. Included in APOLs outstanding option total were 600,000 Class A common shares of the Company,
which were originally issued on March 25, 2004 with an exercise price of $8.25 per share, but were cancelled on January 3, 2006 and were replaced by a new grant with an exercise price of $3.22 per share. In addition, Mr Yip has exercisable
options to purchase 190,000 Class A common shares of the Company. Mr. Yips spouse also owns 3,660,636 Class A common shares of the Company.

(e) Harry Edelson lawsuit against the Company.In connection with Harry Edelson, a former director of the Company, lawsuit against the Company, the Company is paying the costs of outside counsel retained to
represent Dr. Raymond Chien and Peter Yip in this matter (Note 27). For the years ended December 31, 2004, 2005 and 2006, the Company paid $201, $53 and Nil, respectively, for such fees.



|15. | VARIABLE INTEREST ENTITIES
|--- | --------------------------

The
MVAS and Internet content services are subject to foreign ownership restrictions in the PRC. To comply with the PRC laws and regulations that prohibit or restrict foreign ownership of telecommunications and other information services within the PRC,
the Company provides substantially all of its MVAS and Internet portal services through its variable interest entities (VIEs). These VIEs are owned by certain employees of the Company who are PRC citizens (the Nominees). The
Company funds the capital invested in these companies via interest-free loans to these PRC employees. These loans are eliminated in consolidation along with the capital of the VIEs. As of December 31, 2005 and 2006, the total amount of
interest-free loans to the Nominees were approximately $6,195 and $8,236, respectively. The Company has not pledged any assets as collateral for the obligations of any of the VIEs and the creditors of the VIEs do not have recourse to the general
credit of the Company.



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|15. | VARIABLE INTEREST ENTITIES (continued)
|--- | --------------------------------------



The Company has entered into various contractual arrangements with the Nominees. Such
contractual arrangements establish and facilitate the Companys control over the operations of each of these VIEs. Under these contractual arrangements, each of the Nominees declares and undertakes that he or she holds equity interests in the
relevant VIEs in trust for the Company. Each of these Nominees also undertakes to transfer his or her ownership in these entities to designees of the Company at any time for the amount of loans outstanding. These Nominees are also required to
execute proxies to the designated representatives of the Company at the request of the Company to enable such representatives to attend and vote at shareholders meetings of these VIEs. Through these contractual arrangements, the Company is
able to cause the individuals designated by it to be appointed as the directors and senior management of each of the VIEs.

The Company has also entered into exclusive technical service agreements with the VIEs under which the Company provides technical and other services to the VIEs in exchange for substantially all the net income of the VIEs. The technical
services provided by the Company to the VIEs, as the case may be, relate to, among others, technologies in respect of MVAS and Internet content services, application software for network servers, system solutions, technical training and content
development and design.

The following is a summary of the VIEs of the Company at December 31, 2006. All have been
consolidated by the Company in accordance with FIN 46(R) because the Company is the primary beneficiary. The entities mentioned below have been organized under the laws of the PRC with Chinese names and do not have official English names.

(a) Beijing Newpalm Information Technology Co., Ltd.Beijing Newpalm Information Technology Co., Ltd. (Beijing Newpalm)
is a PRC company which provides MVAS services in Mainland China via third party network operators under its telecommunications value-added services license. Beijing Newpalm is 50% owned by a director of China.com Inc., and 50% owned by a PRC
employee of the Company. The registered capital of Beijing Newpalm is $1,281.

(b) Beijing Wisecom Information Technology Co., Ltd.Beijing Wisecom Information Technology Co., Ltd. (Beijing Wisecom) is a PRC company which provides MVAS services in Mainland China via third party network operators under its telecommunications value-added services license. Beijing
Wisecom is 50% owned by a director of China.com Inc., and 50% owned by a PRC employee of the Company. The registered capital of Beijing Wisecom is $1,281.

(c) Beijing China.com Inc. Technology Services Co., Ltd.Beijing China.com Inc. Technology Services Co., Ltd. (Beijing China.com Inc.) is a PRC company which operates the portal
www.China.com under its Internet content company license and sells the online advertising space to advertisers or their agents. Beijing China.com Inc. is 40% owned by a director of China.com Inc., who is the general manager of Beijing
China.com Inc., and the remaining 60% is owned by two PRC employees of the Company who own 40% and 20%, respectively. The registered capital of Beijing China.com Inc. is $1,281.

(d) Beijing He He Technology Co., Ltd.Beijing He He Technology Co., Ltd. (Beijing He He) is a PRC company which provides MVAS
services in Mainland China via third party network operators under its telecommunications value-added services license. Beijing He He is owned by two PRC employees of the Company who own 50% each. The registered capital of Beijing He He is $1,281.



F-52



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|15. | VARIABLE INTEREST ENTITIES (continued)
|--- | --------------------------------------



(e) Shenzhen KK Technology Ltd.Shenzhen KK Technology Ltd. (SZ KK) is a PRC
company which provides MVAS services in Mainland China via third party network operators under its telecommunications value-added services license. SZ KK is owned by two PRC employees of the Company who own 50% each. The registered capital of SZ KK
is $1,281.

(f) Beijing TimeHeart Information Technology Ltd.Beijing TimeHeart Information Technology Ltd.
(TimeHeart) is a PRC company which provides MVAS services in Mainland China via third party network operators under its telecommunications value-added services license. TimeHeart is owned by two PRC employees of the Company who own
50% each. The registered capital of TimeHeart is $1,281.

(g) Beijing Hulian Jingwei Technology Development Co., Ltd.Beijing
Hulian Jingwei Technology Development Co., Ltd. (Hulian Jingwei) is a PRC company which provides online game publishing services in Mainland China. Hulian Jingwei is owned by two PRC employees of the Company who own 70%
and 30%, respectively. The registered capital of Hulian Jingwei is $1,281.

(h) Beijing Xianda Hulian Technology Development
Co., Ltd.Beijing Xianda Hulian Technology Development Co., Ltd. (Xianda Hulian) is a PRC company which provides online game publishing services in Mainland China. Xianda Hulian is owned by two PRC employees of the
Company who own 50% each. The registered capital of Hulian Jingwei is $1,281.



|16. | INCOME TAXES
|--- | ------------

Under the current tax
laws of the Cayman Islands, the Company and its subsidiaries are not subject to tax on income or capital gains, and no Cayman Islands withholding tax is imposed upon payments of dividends by the Company to its shareholders. The subsidiaries in all
geographical regions are governed by the respective local income tax laws with statutory tax rates ranging from 0% to 40%.



F-53



---

##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|16. | INCOME TAXES (continued)
|--- | ------------------------



Significant components of the provision for income taxes are as follows:



|                                                                                      |  |                            |       |                            |   |       |                            |  |   |        |  
|------------------------------------------------------------------------------------- |  | -------------------------- | ----- | -------------------------- | - | ----- | -------------------------- |  | - | ------ | -
|                                                                                      |  | Year endedDecember 31,2004 |       | Year endedDecember 31,2005 |   |       | Year endedDecember 31,2006 | 
|Current tax expense allocated to:                                                     |  |                            |       |                            |   |       |                            |  |   |        |  
|Continuing operations                                                                 |  | $                          | 1,644 |                            | $ | 1,307 |                            |  | $ | 4,144  |  
|Discontinued operations                                                               |  |                            |      |                            |   |      |                            |  |   |       |  
|                                                                                      |  |                            |       |                            |   |       |                            |  |   |        |  
|                                                                                      |  |                            | 1,644 |                            |   | 1,307 |                            |  |   | 4,144  |  
|                                                                                      |  |                            |      
|Deferred tax expense (benefit) allocated to:                                          |  |                            |       |                            |   |       |                            |  |   |        |  
|Realization of tax benefits of acquired entities reflected as a reduction of goodwill |  |                            | 1,731 |                            |   | 3,780 |                            |  |   | 5,857  |  
|Operations                                                                            |  |                            |      |                            |   | (130  | )                          |  |   | (6,939 | )
|                                                                                      |  |                            |       |                            |   |       |                            |  |   |        |  
|Continuing operations                                                                 |  |                            | 1,731 |                            |   | 3,650 |                            |  |   | (1,082 | )
|                                                                                      |  |                            |       |                            |   |       |                            |  |   |        |  
|Total income tax expense                                                              |  | $                          | 3,375 |                            | $ | 4,957 |                            |  | $ | 3,062  |  
|                                                                                      |  |                            |       |                            |   |       |                            |  |   |        |  



|                         |  |                            |       |                            |   |                            |  |   |        |  
|------------------------ |  | -------------------------- | ----- | -------------------------- | - | -------------------------- |  | - | ------ | -
|                         |  | Year endedDecember 31,2004 |       | Year endedDecember 31,2005 |   | Year endedDecember 31,2006 | 
|International:           |  |                            |       |                            |   |                            |  |   |        |  
|Current                  |  | $                          | 1,568 |                            | $ | 741                        |  | $ | 2,774  |  
|Deferred                 |  |                            | 1,517 |                            |   | 1,871                      |  |   | 3,744  |  
|                         |  |                            |      
|U.S.:                    |  |                            |       |                            |   |                            |  |   |        |  
|Current                  |  |                            | 76    |                            |   | 518                        |  |   | 1,370  |  
|Deferred                 |  |                            | 214   |                            |   | 1,827                      |  |   | (4,826 | )
|                         |  |                            |       |                            |   |                            |  |   |        |  
|Total income tax expense |  | $                          | 3,375 |                            | $ | 4,957                      |  | $ | 3,062  |  
|                         |  |                            |       |                            |   |                            |  |   |        |  

Income before provision for income taxes consists of the following:



|                                  |  |                            |      |   |                            |   |        |                            |  |   |        |  
|--------------------------------- |  | -------------------------- | ---- | - | -------------------------- | - | ------ | -------------------------- |  | - | ------ | -
|                                  |  | Year endedDecember 31,2004 |      |   | Year endedDecember 31,2005 |   |        | Year endedDecember 31,2006 | 
|International                     |  | $                          | (904 | ) |                            | $ | (1,900 | )                          |  | $ | 20,292 |  
|U.S.                              |  |                            | 797  |   |                            |   | 4,802  |                            |  |   | (4,078 | )
|                                  |  |                            |      |   |                            |   |        |                            |  |   |        |  
|Income (loss) before income taxes |  | $                          | (107 | ) |                            | $ | 2,902  |                            |  | $ | 16,214 |  
|                                  |  |                            |      |   |                            |   |        |                            |  |   |        |  



F-54



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|16. | INCOME TAXES
|--- | ------------

Deferred tax
liabilities and assets comprise of the following:



|                                          |  |                  |         |   |                  |   |         |  
|----------------------------------------- |  | ---------------- | ------- | - | ---------------- | - | ------- | -
|                                          |  | December 31,2005 |         |   | December 31,2006 |  
|Deferred tax liabilities:                 |  |                  |         |   |                  |   |         |  
|Short-term                                |  |                  |         |   |                  |   |         |  
|Other                                     |  | $                | (1,203  | ) |                  | $ | (1,641  | )
|                                          |  |                  |         |   |                  |   |         |  
|Total short-term deferred tax liabilities |  |                  | (1,203  | ) |                  |   | (1,641  | )
|                                          |  |                  |         |   |                  |   |         |  
|Long-term                                 |  |                  |         |   |                  |   |         |  
|Acquired intangible assets                |  |                  | (12,553 | ) |                  |   | (10,700 | )
|Capitalized software                      |  |                  | (954    | ) |                  |   | (1,477  | )
|Indefinite lived assets                   |  |                  | (2,944  | ) |                  |   | (2,764  | )
|Other                                     |  |                  |        |   |                  |   | (1,100  | )
|                                          |  |                  |         |   |                  |   |         |  
|Total long-term deferred tax liabilities  |  |                  | (16,451 | ) |                  |   | (16,041 | )
|                                          |  |                  |         |   |                  |   |         |  
|Total deferred tax liabilities            |  |                  | (17,654 | ) |                  |   | (17,682 | )
|                                          |  |                  |         |   |                  |   |         |  



|                                        |  |                  |         |   |                  |   |         |  
|--------------------------------------- |  | ---------------- | ------- | - | ---------------- | - | ------- | -
|                                        |  | December 31,2005 |         |   | December 31,2006 |  
|Deferred tax assets:                    |  |                  |         |   |                  |   |         |  
|Short-term                              |  |                  |         |   |                  |   |         |  
|Deferred revenue                        |  |                  | 3,345   |   |                  |   | 3,652   |  
|Accruals and reserves                   |  |                  | 3,597   |   |                  |   | 4,968   |  
|Other                                   |  |                  | 2,475   |   |                  |   | 3,949   |  
|Valuation allowance                     |  |                  | (7,943  | ) |                  |   | (7,508  | )
|                                        |  |                  |         |   |                  |   |         |  
|Net short-term deferred tax liabilities |  |                  | 1,474   |   |                  |   | 5,061   |  
|                                        |  |                  |         |   |                  |   |         |  
|Long-term                               |  |                  |         |   |                  |   |         |  
|Net operating loss carryforwards        |  |                  | 66,391  |   |                  |   | 77,727  |  
|Net capital loss carryforwards          |  |                  | 3,902   |   |                  |   | 3,902   |  
|Book and tax base differences on assets |  |                  | 6,541   |   |                  |   | 2,172   |  
|Alternative minimum tax credit          |  |                  | 227     |   |                  |   | 385     |  
|Research and development                |  |                  | 3,806   |   |                  |   | 1,963   |  
|Deferred compensation                   |  |                  | 1,140   |   |                  |   | 1       |  
|Valuation allowance                     |  |                  | (69,174 | ) |                  |   | (51,461 | )
|                                        |  |                  |         |   |                  |   |         |  
|Net long-term deferred tax liabilities  |  |                  | 12,833  |   |                  |   | 34,689  |  
|                                        |  |                  |         |   |                  |   |         |  
|Total net deferred tax assets           |  |                  | 14,307  |   |                  |   | 39,750  |  
|                                        |  |                  |         |   |                  |   |         |  
|Net deferred tax asset (liability)      |  | $                | (3,347  | ) |                  | $ | 22,068  |  
|                                        |  |                  |         |   |                  |   |         |  



F-55



---

##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|16. | INCOME TAXES (continued)
|--- | ------------------------



The reconciliation of income taxes computed at the respective statutory tax rates to
the effective income tax provision recorded is as follows:



|                                                                   |  |                            |        |   |                            |   |        |                            |  |   |        |  
|------------------------------------------------------------------ |  | -------------------------- | ------ | - | -------------------------- | - | ------ | -------------------------- |  | - | ------ | -
|                                                                   |  | Year endedDecember 31,2004 |        |   | Year endedDecember 31,2005 |   |        | Year endedDecember 31,2006 | 
|Income tax expense computed at the respective statutory rates      |  | $                          | 3,217  |   |                            | $ | 2,679  |                            |  | $ | 5,038  |  
|Changes in tax rates                                               |  |                            | (79    | ) |                            |   | 875    |                            |  |   | 94     |  
|Tax holiday concession                                             |  |                            | (4,077 | ) |                            |   | (2,551 | )                          |  |   | (5,052 | )
|Non-deductible items                                               |  |                            | 4,038  |   |                            |   | 2,594  |                            |  |   | 3,288  |  
|Prior year true-up                                                 |  |                            |       |   |                            |   |       |                            |  |   | (34    | )
|Other                                                              |  |                            |       |   |                            |   |       |                            |  |   | 129    |  
|Non-taxable items                                                  |  |                            | (752   | ) |                            |   | (1,938 | )                          |  |   |       |  
|Change in valuation allowance affecting provision for income taxes |  |                            | 1,028  |   |                            |   | 3,298  |                            |  |   | (401   | )
|                                                                   |  |                            |        |   |                            |   |        |                            |  |   |        |  
|Total income tax expense from continuing operations                |  | $                          | 3,375  |   |                            | $ | 4,957  |                            |  | $ | 3,062  |  
|                                                                   |  |                            |        |   |                            |   |        |                            |  |   |        |  

The Company considers itself to be permanently reinvested with respect to its
investment in its foreign subsidiaries. Accordingly no deferred income tax liability related to its foreign subsidiaries unremitted earnings have included in the Companys provision for income taxes. Upon distribution of those earnings in the
form of dividends or otherwise, the Company would be subject to income taxes and withholding taxes payable in various non-Cayman jurisdictions, which could potentially be offset by foreign tax credits. Determination of the amount of unrecognized
deferred income tax liability is not practicable because of the complexities associated with the hypothetical calculation.

The Company records a valuation allowance on its deferred tax assets in an amount that is sufficient to reduce the deferred tax assets to an amount that is more likely than not to be realized. In reaching this determination, the Company
considers the future reversals of taxable temporary differences, future taxable income, exclusive of taxable temporary differences and carryforwards, taxable income in prior carryback years and tax planning strategies. As of December 31, 2005
and 2006, the Company has provided a valuation allowance of $77,117 and $58,969 against its net deferred tax assets. For its calendar year ended December 31, 2006 the valuation allowance decreased by $18,148 which is the result of the tax
effects of the Companys operations as well as the Companys determination of the amount that will be realized. A maximum of $32,886 of the valuation allowance for which tax benefits are subsequently recognized will be allocated to reduce
the goodwill.

At December 31, 2006, the Company had world wide net operating loss carryforwards of approximately
$293,387 for income tax purposes, $122,011 of which will expire from 2007 to 2027 and $171,376 of which can be carried forward indefinitely. In the U.S., the Company had federal and state net operating loss carryovers of $51,699 of which $36,465 are
subject to significant limitation provisions. The Company also had a U.S. net capital loss carryover of $10,279 which will expire in 2008 and are subject to significant limitation provisions. The limitation provisions which are imposed by the U.S.
Internal Revenue Service significantly restrict the Companys ability to realize the benefits of these U.S. carryovers. In addition to the net operating losses described above, the company has approximately $2,994 of additional deductions
related to equity based compensation awards, the tax benefit of which will be allocated to additional paid in capital when the company recognizes the actual cash tax benefit.



F-56



---

##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|16. | INCOME TAXES (continued)
|--- | ------------------------



Newpalm (China) Information Technology Company Limited (Newpalm), a
subsidiary of Palmweb Inc. established in the PRC, is governed by the Income Tax Laws of the PRC concerning Foreign Investment Enterprises and Foreign Enterprises and various local income tax laws (the PRC Income Tax Laws). Pursuant to
the PRC Income Tax Laws, Newpalm is subject to corporate income tax at a rate of 33% (30% state income tax plus 3% local income tax). Under the PRC Income Tax Laws, foreign investment enterprises satisfying certain criteria receive preferential tax
treatment. Because Newpalm has obtained the status of manufacturing enterprise, it is entitled to a reduced corporate income tax rate of 15%. During the year ended December 31, 2005, Newpalm received a confirmation from the relevant
tax authorities that it would be fully exempt from PRC corporate income tax for the 2004 fiscal year and is entitled to a 50% tax reduction from 2005 to 2007 fiscal years. The tax concessions were $2,443 and $1,470 for the years ended
December 31, 2005 and 2006, respectively, and the per share effects were approximately $0.02 and Nil for the years ended December 31, 2005 and 2006, respectively.

Beijing He He established in the PRC, is governed by the PRC Income Tax Laws. Under the PRC Income Tax Laws, enterprises satisfying
certain criteria receive preferential tax treatment. Because Beijing He He has obtained the status of new high technology enterprise and is registered and operating in the Beijing Zhongguancun Science Park, it is entitled to a reduced
corporate income tax rate of 15% upon expiry of its tax holiday period. Beijing He He was granted a tax holiday for exemption of PRC corporate income tax for three years starting from 2003 and is entitled to a 50% tax reduction, subject
to official approval from the relevant PRC tax authority, for three consecutive years starting from 2006. The tax concession was Nil and $90 for the years ended December 31, 2005 and 2006, respectively, and the per share effect was
approximately Nil and Nil for the years ended December 31, 2005 and 2006.

Pivotal Bangalore Software Development
Private Limited (Pivotal India), a subsidiary of Pivotal Corporation established in India, is subject to Indian corporate income tax at a rate of 35%. Upon fulfilling certain criteria, Pivotal India is entitled to certain Indian
corporate income tax exemptions due to its status as a 100% Software Export Oriented Unit located in the Bangalore Software Technology Park. Management believes that the necessary criteria for tax exemption have been met for the full
year of 2004 and 2005 and accordingly, no provision for Indian corporate income tax has been made for the years. The tax concessions were $108 and $289 for the years ended December 31, 2005 and 2006, respectively, and the per share effect was
Nil and Nil for the years ended December 31, 2005 and 2006. The corporate income tax exemption is available until March 31, 2009. Management believes that Pivotal India will fulfill the necessary criteria for tax exemption in future
periods. The effect of the future tax exemptions will be recognized when the fulfillment of such criteria is ascertained.



F-57



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|17. | BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
|--- | -------------------------------------------

Basic and diluted earnings (loss) per share for the years ended December 31, 2004, 2005, and 2006, are calculated using the two-class stock method, which is an earnings allocation formula that determines earnings (loss) per share for
each class of common stock and participating security according to participation rights in undistributed earnings. Basic earnings (loss) per share is calculated by dividing net earnings available to common stockholders by weighted-average common
shares outstanding during the period. Diluted earnings (loss) per common share are calculated by dividing net earnings available to common stockholders by weighted-average common shares outstanding during the period plus dilutive potential common
shares. Dilutive potential common shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options are used to repurchase common stock at market value. The amount of shares remaining
after the proceeds are exhausted represents the potentially dilutive effect of the securities.

The following table sets
forth the computation of basic and diluted earnings (loss) per share:



|                                                                                |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|------------------------------------------------------------------------------- |  | ----- | ----------- | - | ------- | - | ----------- | ----- |  | - | ----------- | - |  | ----- | ----------- | - | ------- | - | ----------- | - |  | - | ----------- | -
|                                                                                |  | 2004  |             |   | 2005    |   |             | 2006  | 
|                                                                                |  | Basic |             |   | Diluted |   |             | Basic |  |   | Diluted     |   |  | Basic |             |   | Diluted |  
|Numerator for basic and diluted earnings (loss) per share:                      |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|CDC Corporation net income (loss)                                               |  | $     | (5,967      | ) |         | $ | (5,967      | )     |  | $ | (3,514      | ) |  | $     | (3,514      | ) |         | $ | 10,840      |   |  | $ | 10,840      |  
|Net adjustments(a)                                                              |  |       | 1,565       |   |         |   | 1,530       |       |  |   | 50          |   |  |       | 46          |   |         |   |            |   |  |   | (9          | )
|                                                                                |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|Adjusted earnings (loss) available from continuing operations                   |  |       | (4,402      | ) |         |   | (4,437      | )     |  |   | (3,464      | ) |  |       | (3,468      | ) |         |   | 10,840      |   |  |   | 10,831      |  
|Amount allocated to convertible noteholders                                     |  |       |            |   |         |   |            |       |  |   |            |   |  |       |            |   |         |   | (223        | ) |  |   | (225        | )
|                                                                                |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|Net earnings (loss) available to common stockholders from continuing operations |  |       | (4,402      | ) |         |   | (4,437      | )     |  |   | (3,464      | ) |  |       | (3,468      | ) |         |   | 10,617      |   |  |   | 10,606      |  
|Earnings (loss) available from discontinued operations                          |  |       | (1,560      | ) |         |   | (1,560      | )     |  |   | (50         | ) |  |       | (50         | ) |         |   |            |   |  |   |            |  
|                                                                                |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|Net earnings (loss) available to common stockholders for per-share calculation  |  | $     | (5,962      | ) |         | $ | (5,997      | )     |  | $ | (3,514      | ) |  | $     | (3,518      | ) |         | $ | 10,617      |   |  | $ | 10,606      |  
|                                                                                |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|                                                                                |  |       |             |   |         |  
|Denominator for basic and diluted earnings (loss) per share:                    |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|Weighted average number of shares after adjusting for share splits              |  |       | 105,898,392 |   |         |   | 105,898,392 |       |  |   | 111,085,657 |   |  |       | 111,085,657 |   |         |   | 107,950,544 |   |  |   | 107,950,544 |  
|Employee compensation related shares, including stock options(b)                |  |       |            |   |         |   |            |       |  |   |            |   |  |       |            |   |         |   |            |   |  |   | 1,128,848   |  
|                                                                                |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|Total weighted average number of shares                                         |  |       | 105,898,392 |   |         |   | 105,898,392 |       |  |   | 111,085,657 |   |  |       | 111,085,657 |   |         |   | 107,950,544 |   |  |   | 109,079,391 |  
|                                                                                |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|                                                                                |  |       |             |   |         |  
|Per share amounts:                                                              |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|Earnings (loss) from continuing operations                                      |  | $     | (0.04       | ) |         | $ | (0.04       | )     |  | $ | (0.03       | ) |  | $     | (0.03       | ) |         | $ | 0.10        |   |  | $ | 0.10        |  
|Earnings (loss) from discontinued operations                                    |  |       | (0.01       | ) |         |   | (0.01       | )     |  |   | (0.00       | ) |  |       | (0.00       | ) |         |   |            |   |  |   |            |  
|                                                                                |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|Net earnings (loss) per share                                                   |  | $     | (0.06       | ) |         | $ | (0.06       | )     |  | $ | (0.03       | ) |  | $     | (0.03       | ) |         | $ | 0.10        |   |  | $ | 0.10        |  
|                                                                                |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  

| | 
| | 

| | (a) | Includes the basic and dilutive effects of subsidiary-issued stock-based awards
| | --- | -------------------------------------------------------------------------------

| | (b) | The computation of diluted earnings (loss) per share did not assume the conversion of the Companys stock options for 2004 and 2005 because their inclusion would have been
antidilutive.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Income has been allocated to the common stock and convertible notes based on their respective
rights to share in dividends. 2,263,642 weighted average shares related to the convertible notes were not included in the 2006 diluted earnings per share calculation because to do so would have been antidilutive.

Earnings-per-share amounts are computed independently for earnings (loss) from continuing operations, earnings (loss) from discontinued
operations and net earnings (loss). As a result, the sum of per-share amounts from continuing operations and discontinued operations may not equal the per-share amounts for net earnings.

During the year ended December 31, 2006, the Company agreed to issue 343,617 Class A common shares in future years as
additional purchase consideration for acquired subsidiaries. All of these shares have been included in the Companys weighted average basic and diluted earnings per share calculation for the year ended December 31, 2006.



F-58



---

##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|18. | DISCONTINUED OPERATIONS
|--- | -----------------------

The
Company reviews all business units monthly and analyzes the (i) cash flow performance; (ii) profitability; and (iii) viability of the business units.

These reviews are conducted in the context of the overall strategic direction of the Company. If a business unit is not profitable, has
negative cash flows, does not appear to have growth potential or a path to profitability, and does not fit with the Companys overall strategy, management may discontinue it either through sale to a third party (disposal) or
liquidation/closure (dissolution) of the business.

During 2004, the Company sold and closed certain
unprofitable subsidiaries, primarily in the Software and Internet and Media segments, while certain discontinued subsidiaries were included in the Others segment. During 2005 and 2006, the Company did not have material discontinued operations.

The following table sets forth the balance sheet and statement of operations information, including the Companys net
loss on disposal/dissolution, for operations discontinued during the years ended December 31, 2004, 2005 and 2006:



|                                                         |  |                            |       |   |                            |   |     |                            |  |   |  
|-------------------------------------------------------- |  | -------------------------- | ----- | - | -------------------------- | - | --- | -------------------------- |  | - | -
|                                                         |  | Year endedDecember, 312004 |       |   | Year endedDecember, 312005 |   |     | Year endedDecember, 312006
|Total assets as of the date of disposal/dissolution      |  | $                          | 2,177 |   |                            | $ | 4   |                            |  | $ | 
|Total liabilities as of the date of disposal/dissolution |  | $                          | 418   |   |                            |   |    |                            |  | $ | 
|                                                         |  |                            |      
|Revenues                                                 |  | $                          | 864   |   |                            |   |    |                            |  | $ | 
|Pre-tax loss                                             |  | $                          | (610  | ) |                            | $ | (47 | )                          |  | $ | 
|Net loss                                                 |  | $                          | (610  | ) |                            | $ | (47 | )                          |  | $ | 
|Net loss on disposal/dissolution                         |  | $                          | (950  | ) |                            | $ | (3  | )                          |  | $ | 



|19. | FAIR VALUE OF FINANCIAL INSTRUMENTS
|--- | -----------------------------------

The total fair value of available-for-sale equity securities in listed companies as of December 31, 2005 and 2006 were $659 and $3,532, respectively, based on the market values of publicly traded shares as of December 31, 2005 and
2006.

The total fair value of the CDO investments as of December 31, 2005 and 2006 were Nil and $39,009,
respectively, based on the determination by the respective brokers and validated by management based on expected cash flow returns discounted by rates consistent with rate of returns offered on comparable investments with comparable risks as of
December 31, 2005 and 2006.

The total fair value of available-for-sale debt securities as of December 31, 2005
and 2006 were $148,151 and $83,905, respectively, based on the market values of publicly traded debt securities and the estimated fair values of unlisted debt securities, as determined by management of the Company having regard to the prices of the
most recent reported sales and purchases of the securities as of December 31, 2005 and 2006.



F-59



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|19. | FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)
|--- | -----------------------------------------------



The total fair value of held-to-maturity debt securities as of December 31, 2005
and 2006 were Nil and $30,504, respectively, based on the market values of publicly traded debt securities and the estimated fair values of unlisted debt securities, as determined by management of the Company having regard to the prices of the most
recent reported sales and purchases of the securities as of December 31, 2005 and 2006.

The carrying amounts of cash
and cash equivalents, restricted cash, accounts receivable, deposits, prepayments and other receivables, accounts payable, other payables, purchase consideration payable, accrued liabilities, short-term debts and long-term debt approximate to their
fair values because of their short maturities.

The fair value of the Companys $25,000 note receivable from Symphony
(Note 7) was estimated at $25,235 and $26,320 at December 31, 2005 and 2006, respectively, based on discounted future cash flows, considering borrowing rates available for notes with similar terms and maturities.



|20. | CONCENTRATION OF RISKS
|--- | ----------------------

The Company
is exposed to market risk from changes in foreign currency exchange rates and to a lesser extent, interest rates which could affect its future results of operations and financial condition. The Company manages the exposure to these risks through its
operating and financing activities.

Risks Related to CDO Investments (Note 6)

The equity portion of the Companys investment in CDOs represents preference shares in the residual value of the underlying
securities in the CDO. The underlying securities in the CDO are debt obligations of varying quality and risk. The preference shares are subject to the following types of risk:

Illiquidity and Market Value Volatility Risk

There can be no assurance of a liquid secondary market for our CDO investments. Our investment in preference shares could be particularly
exposed to both liquidity and market value volatility risk if a CDO is required to liquidate assets and is forced to accept sales prices less than those paid for the assets or less than what the collateral manager may consider to be their fair
value. The collateral consists primarily of securities not registered under the Securities Act of 1933 and should be considered illiquid. As a result, should a default or event of default occur under the CDO Indenture which would permit or require
liquidation of the collateral, there is no assurance that a ready market will exist for the collateral and the proceeds of such sale may not be sufficient to repay the preference shares in full.

Prepayment Risk

The amount and frequency of payments of amounts due to the holders of preference shares in a CDO investment will depend on, among other things, the level of LIBOR, treasury yields and spreads, returns with respect to
eligible investments, the extent to which portfolio collateral becomes defaulted portfolio collateral and scheduled payments of principal or retirement prior to the stated maturity of the underlying collateral through mandatory or optional
redemption, sale, maturity or other liquidation or disposition. In addition, the redemption (upon a mandatory redemption) or other payment of principal of the underlying collateral, which will depend in part on the foregoing factors, will result in
reduced leverage and may affect the yield to holders of the preference shares.



F-60



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|20. | CONCENTRATION OF RISKS
|--- | ----------------------

Default and Yield Risk

Preference shares in a CDO investment typically bear the risk of loss or
other shortfalls prior to any classes of securities which are senior to them, and as a consequence are extremely sensitive to the delinquency and loss performance of the underlying assets. Any such losses and other shortfalls with respect to the
collateral will be borne first by the holders of the preference shares and then by the holders of the most junior class of notes then outstanding. Further, the rate at which principal payments will be received on the securities will be dependent on
the rate of principal payments (including prepayments) on the underlying assets and may fluctuate significantly over time. Such fluctuations will affect the yield to the issuer, as holder of such securities. The entities housing these CDO
investments are VIEs, however, as our ownership in each does not constitute a primary beneficiary interest, we have not consolidated either entity.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant
concentration of credit risks consist principally of cash and cash equivalents, investments, accounts receivable, notes receivable and other receivables. The maximum amount of loss would be $119,845 if the counterparties for non-government sponsored
entity security investments, accounts receivable, notes receivable and other receivables failed to perform.

The Company
maintains cash and cash equivalents and investments with various financial institutions in the countries in which it operates. The Company has its policy to limit exposure to any one institution. The Company performs periodic evaluations of the
relative credit standing of those financial institutions that are considered in the Companys investment strategy. The Company does not require collateral on these financial instruments.

Concentration of credit risk with respect to accounts receivable is limited due to the large number of entities comprising the
Companys customer base. The Company generally does not require collateral for accounts receivable.

Concentration of Business
Risk

Revenue has been derived from a number of clients that use the Companys services. The top 10 customers
accounted for 20%, 18% and 15% of the Companys revenue for the years ended December 31, 2004, 2005 and 2006, respectively.

Dependence on Mobile Telecommunication Operators

The Company offers mobile services and applications to
customers primarily through the two mobile network operators in the PRC, China Mobile Communications Corporation and China United Telecommunications Corporation, which serve most of the PRCs mobile subscribers. Such dominant market position
limits the Companys negotiating leverage with these network operators. If the Companys various contracts with either network operator are terminated or adversely altered, it may be impossible to find appropriate replacement operators
with the requisite licenses and permits, infrastructure and customer base to offer the services, and the business would be significantly impaired. For the year ended December 31, 2006, the Company derived 10.2% of its total revenues from mobile
services and applications business, a substantial portion of which was derived using the networks of the mobile network operators.



F-61



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|20. | CONCENTRATION OF RISKS (continued)
|--- | ----------------------------------



Current Vulnerability due to Certain Concentrations

The Companys operations may be adversely affected by significant political, economic and social uncertainties in the PRC. The PRC
government has been pursuing economic reform policies for the past 20 years, however, the PRC government may discontinue or alter such policies especially in the event of a change in leadership, social or political disruption or unforeseen
circumstances affecting the PRCs political, economic and social conditions. Additionally, the PRC governments pursuit of economic reforms may not be consistent or effective.

The PRC has recently enacted new laws and regulations governing Internet access and the provision of online business, economic and
financial information. Current or proposed laws aimed at limiting the use of online services to transmit certain materials could, depending upon their interpretation and application, result in significant potential liability to the Company, as well
as additional costs and technological challenges in order to comply with any statutory or regulatory requirements imposed by such legislation. Additional legislation and regulations that may be enacted by the PRC government could have an adverse
effect on the Companys business, financial condition and results of operations.

The Renminbi (RMB), is
not freely convertible into foreign currencies. On January 1, 1994, the PRC government abolished the dual rate system and introduced a single rate of exchange as quoted daily by the Peoples Bank of China. However, the unification of the
exchange rates does not imply the convertibility of RMB into U.S. dollars or other foreign currencies. All foreign exchange transactions continue to take place either through the Peoples Bank of China or other banks authorized to buy and sell
foreign currencies at the exchange rates quoted by the Peoples Bank of China. Approval of foreign currency payments by the Peoples Bank of China or other institutions requires submitting a payment application form together with
suppliers invoices, shipping documents and signed contracts.



|21. | SHARE CAPITAL
|--- | -------------

Pursuant to its
articles of association, the Company is authorized to issue up to 800,000,000 shares of Class A common shares and up to 5,000,000 shares of preferred shares. The holder of each Class A Common Share is entitled to one vote on all matters
upon which the Class A Common Share is entitled to vote. The Board of Directors is authorized, without further action by the shareholders, to issue preferred shares in one or more series and to fix the designations, powers, preference,
privileges and relative participatory, optional or special rights and the qualifications, limitation or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of
which may be greater than the rights of common shares. At December 31, 2005 and 2006, there are no preferred shares outstanding.



F-62



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|21. | SHARE CAPITAL (continued)
|--- | -------------------------



The following table sets forth the number and price range of shares issued during the
years ended December 31, 2004, 2005 and 2006 from the exercise of stock options granted to employees, and the number and price range of shares repurchased and retired during the years ended December 31, 2004, 2005 and 2006:



|                                                                          |  |                            |               |                            |   |                            |  |   |              
|------------------------------------------------------------------------- |  | -------------------------- | ------------- | -------------------------- | - | -------------------------- |  | - | -------------
|                                                                          |  | Year endedDecember 31,2004 |               | Year endedDecember 31,2005 |   | Year endedDecember 31,2006
|Class A common shares issued for exercise of stock options                |  |                            | 1,068,473     |                            |   | 281,523                    |  |   | 2,400,796    
|Range of purchase prices per share                                        |  | $                          | 0.43 to $7.00 |                            | $ | 0.43 to $3.49              |  | $ | 0.43 to $8.34
|                                                                          |  |                            |              
|Class A common shares issued for exercise of employee stock purchase plan |  |                            |              |                            |   | 177,873                    |  |   | 161,232      
|Range of purchase prices per share                                        |  |                            |              |                            | $ | 2.58 to $2.67              |  | $ | 4.49 to $9.07
|                                                                          |  |                            |              
|Class A common shares repurchased                                         |  |                            |              |                            |   |                           |  |   | 6,088,624    
|Range of repurchase prices per share                                      |  |                            |              |                            |   |                           |  | $ | 3.91 to $5.67
|                                                                          |  |                            |              
|Repurchased Class A common shares retired                                 |  |                            |              |                            |   |                           |  |   |             
|Range of retirement prices per share                                      |  |                            |              |                            |   |                           |  |   |             

During the year ended December 31, 2004, 7,836,698 Class A common shares
of the Company were issued at prices ranging from $4.35 to $11.57 per share for the acquisition of subsidiaries.

During
the year ended December 31, 2004, 400,000 Class A common shares of the Company were issued at $7.59 per share for the settlement of claims.

During the year ended December 31, 2005, 12,423 Class A common shares of the Company were issued at $4.35 per share for the acquisition of Ross.

During the year ended December 31, 2006, 15,710 Class A common shares of the Company were issued at prices ranging from $4.14
to $5.73 per share in connection with the acquisition of Ross.

During the year ended December 31, 2006, 150,000
Class A common shares of the Company were issued at prices ranging from $3.95 to $6.15 per share for the acquisition of c360.

During the year ended December 31, 2006, the Company agreed to issue 343,617 Class A common shares during future years as additional purchase consideration for acquired subsidiaries.



F-63



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|22. | STOCK-BASED COMPENSATION PLANS
|--- | ------------------------------

CDC Corporation

2005 Stock Incentive Plan

On November 4, 2005, the Companys shareholders approved the 2005 Stock Incentive Plan (the 2005 Plan). The purpose
of the 2005 Plan is to make available incentives, including alternatives to stock options, that will assist the Company to attract and retain key employees and to encourage them to increase their efforts to promote the business of the Company and
its subsidiaries. These incentives include stock options, stock appreciation rights, restricted stock awards, restricted unit awards, performance shares and performance cash.

Subject to adjustments under certain conditions, the maximum aggregate number of Class A Common Shares (Shares) which
may be issued pursuant to all awards under the 2005 Plan is the aggregate number of Shares available for future grants and Shares subject to awards which expire or are cancelled or forfeited under the 1999 Stock Option Plan (the 1999
Plan). As of December 31, 2006, of the 20 million Shares reserved for grant under the 1999 Plan, 1,546,570 Shares remain available for future grant, and there are 15,830,332 Shares to be issued upon the exercise of outstanding
options under the 1999 Plan. The 2005 Plan is administered by a committee of the Board of Directors, which will determine, at its discretion, the number of shares subject to each option granted and the related exercise price and option period.

1999 Plan

The Companys 1999 Plan was replaced by the 2005 Plan described above. Upon adoption of the 1999 Plan, 12 million Shares were reserved for issuance to employees of, consultants and advisors to the Company and its subsidiaries.
During 2000, options for the purchase of an additional 8 million Shares were made available, which increased the options available for grants for the purchase of Shares to 20 million. Options granted under the 1999 Plan vest ratably over a
period of 1 to 4 years, and have terms of 10 years.

On December 29, 2005, the Companys Compensation Committee
approved the acceleration of vesting of certain unvested and out of the money stock options with exercise prices equal to or greater than $3.50 per share which were previously awarded to employees, including executive officers and
directors, under the 1999 Plan. The acceleration was effective as of December 29, 2005. Options to purchase approximately 1.7 million shares of common stock, or 37 % of the Companys outstanding unvested options were subject to
the acceleration. The options had a range of exercise prices of $3.79 to $7.38 and a weighted average exercise price of $4.32. The purpose of the acceleration was to enable the Company to avoid recognizing compensation expense associated with these
options upon the adoption of SFAS 123(R) in January 2006. The Company also believed that because the options that were accelerated had exercise prices in excess of the current market value of the Companys common stock, the options had limited
economic value and were not fully achieving their original objective of employee retention and incentive compensation.



F-64



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|22. | STOCK-BASED COMPENSATION PLANS (continued)
|--- | ------------------------------------------



The following table summarizes information concerning outstanding options and stock
appreciation rights at December 31, 2006.



|                              |  |            |  |                                                     |  |                                        |       |                         |   |       
|----------------------------- |  | ---------- |  | --------------------------------------------------- |  | -------------------------------------- | ----- | ----------------------- | - | ------
|Exercise price range          |  | Shares     |  | Weighted-averageremainingcontractuallife (in years) |  | Weighted-averageexercisepriceper share |       | AggregateIntrinsicValue
|$0.43-$0.95                   |  | 54,436     |  | 7.64                                                |  | $                                      | 0.53  |                         | $ | 488   
|$1.06-$1.98                   |  | 116,403    |  | 6.77                                                |  | $                                      | 1.80  |                         |   | 897   
|$2.05-$2.99                   |  | 1,696,606  |  | 6.34                                                |  | $                                      | 2.85  |                         |   | 11,278
|$3.02-$3.80                   |  | 3,117,046  |  | 6.29                                                |  | $                                      | 3.28  |                         |   | 19,398
|$3.95-$5.00                   |  | 8,010,038  |  | 7.42                                                |  | $                                      | 4.28  |                         |   | 41,851
|$5.06-$9.94                   |  | 2,545,744  |  | 6.88                                                |  | $                                      | 6.13  |                         |   | 8,579 
|$10.66-$19.19                 |  | 70,979     |  | 4.00                                                |  | $                                      | 14.71 |                         |   |      
|$21.62-$29.92                 |  | 174,300    |  | 3.39                                                |  | $                                      | 24.44 |                         |   |      
|$32.13-$48.41                 |  | 22,860     |  | 3.21                                                |  | $                                      | 38.33 |                         |   |      
|$58.56-$68.81                 |  | 21,920     |  | 3.26                                                |  | $                                      | 61.58 |                         |   |      
|                              |  |            |  |                                                     |  |                                        |       |                         |   |       
|December 31, 2006 outstanding |  | 15,830,332 |  |                                                     |  |                                        |       |                         | $ | 82,491
|                              |  |            |  |                                                     |  |                                        |       |                         |   |       

The following table summarizes information concerning exercisable options and
stock appreciation rights at December 31, 2006.



|                              |  |           |  |                                                     |  |                                        |       |                         |   |       
|----------------------------- |  | --------- |  | --------------------------------------------------- |  | -------------------------------------- | ----- | ----------------------- | - | ------
|Exercise price range          |  | Shares    |  | Weighted-averageremainingcontractuallife (in years) |  | Weighted-averageexercisepriceper share |       | AggregateIntrinsicValue
|$0.43-$0.95                   |  | 54,194    |  | 7.64                                                |  | $                                      | 0.53  |                         | $ | 486   
|$1.06-$1.98                   |  | 112,783   |  | 6.74                                                |  | $                                      | 1.80  |                         |   | 868   
|$2.05-$2.99                   |  | 1,338,211 |  | 5.72                                                |  | $                                      | 2.83  |                         |   | 8,928 
|$3.02-$3.80                   |  | 1,123,634 |  | 5.98                                                |  | $                                      | 3.35  |                         |   | 6,911 
|$3.95-$5.00                   |  | 3,292,539 |  | 5.00                                                |  | $                                      | 4.67  |                         |   | 15,892
|$5.06-$9.94                   |  | 1,035,750 |  | 6.47                                                |  | $                                      | 6.15  |                         |   | 3,468 
|$10.66-$19.19                 |  | 70,979    |  | 4.00                                                |  | $                                      | 14.71 |                         |   |      
|$21.62-$29.92                 |  | 174,300   |  | 3.39                                                |  | $                                      | 24.44 |                         |   |      
|$32.13-$48.41                 |  | 22,860    |  | 3.21                                                |  | $                                      | 38.33 |                         |   |      
|$58.56-$68.81                 |  | 21,920    |  | 3.26                                                |  | $                                      | 61.58 |                         |   |      
|                              |  |           |  |                                                     |  |                                        |       |                         |   |       
|December 31, 2006 exercisable |  | 7,247,170 |  |                                                     |  |                                        |       |                         | $ | 36,553
|                              |  |           |  |                                                     |  |                                        |       |                         |   |       



F-65



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|22. | STOCK-BASED COMPENSATION PLANS (continued)
|--- | ------------------------------------------



The following table summarizes information concerning options and stock appreciation
rights expected to vest at December 31, 2006.



|                                   |  |           |  |                                                     |  |                                        |      |                         |   |       
|---------------------------------- |  | --------- |  | --------------------------------------------------- |  | -------------------------------------- | ---- | ----------------------- | - | ------
|Exercise price range               |  | Shares    |  | Weighted-averageremainingcontractuallife (in years) |  | Weighted-averageexercisepriceper share |      | AggregateIntrinsicValue
|$0.43-$0.95                        |  | 174       |  | 7.65                                                |  | $                                      | 0.43 |                         | $ | 2     
|$1.06-$1.98                        |  | 2,606     |  | 7.65                                                |  | $                                      | 1.66 |                         |   | 20    
|$2.05-$2.99                        |  | 267,669   |  | 8.66                                                |  | $                                      | 2.94 |                         |   | 1,755 
|$3.02-$3.80                        |  | 1,569,656 |  | 7.52                                                |  | $                                      | 3.23 |                         |   | 9,835 
|$3.95-$5.00                        |  | 2,228,600 |  | 9.20                                                |  | $                                      | 4.00 |                         |   | 12,255
|$5.06-$9.94                        |  | 1,087,196 |  | 7.16                                                |  | $                                      | 6.12 |                         |   | 3,680 
|$10.66-$19.19                      |  |          |  |                                                    |  | $                                      |     |                         |   |      
|$21.62-$29.92                      |  |          |  |                                                    |  | $                                      |     |                         |   |      
|$32.13-$48.41                      |  |          |  |                                                    |  | $                                      |     |                         |   |      
|$58.56-$68.81                      |  |          |  |                                                    |  | $                                      |     |                         |   |      
|                                   |  |           |  |                                                     |  |                                        |      |                         |   |       
|December 31, 2006 expected to vest |  | 5,155,902 |  |                                                     |  |                                        |      |                         | $ | 27,547
|                                   |  |           |  |                                                     |  |                                        |      |                         |   |       

A summary of the Companys stock option and stock appreciation rights
activities and related information for the years ended December 31, 2004, 2005 and 2006 is as follows:



|                                                                          |  |                    |            |   |                               |   |     
|------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ----------------------------- | - | ----
|                                                                          |  | 2004              
|                                                                          |  | OptionsOutstanding |            |   | Weighted-averageexerciseprice
|Outstanding at the beginning of the year                                  |  |                    | 8,127,578  |   |                               | $ | 5.94
|Granted                                                                   |  |                    | 6,742,407  |   |                               | $ | 5.55
|Forfeited                                                                 |  |                    | (1,270,215 | ) |                               | $ | 9.07
|Exercised                                                                 |  |                    | (1,068,473 | ) |                               | $ | 3.80
|                                                                          |  |                    |            |   |                               |   |     
|Outstanding at the end of the year                                        |  |                    | 12,531,297 |   |                               | $ | 5.60
|                                                                          |  |                    |            |   |                               |   |     
|Exercisable at the end of the year                                        |  |                    | 6,641,577  |   |                               |   |     
|                                                                          |  |                    |            |   |                               |   |     
|Weighted-average grant-date fair value of options granted during the year |  | $                  | 4.35       |   |                               |   |     
|                                                                          |  |                    |            |   |                               |   |     
|Intrinsic value of options exercised during the year                      |  | $                  | 5,287      |   |                               |   |     
|                                                                          |  |                    |            |   |                               |   |     



F-66



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|22. | STOCK-BASED COMPENSATION PLANS (continued)
|--- | ------------------------------------------



|                                                                          |  |                    |            |   |                               |   |     
|------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ----------------------------- | - | ----
|                                                                          |  | 2005              
|                                                                          |  | OptionsOutstanding |            |   | Weighted-averageexerciseprice
|Outstanding at the beginning of the year                                  |  |                    | 12,531,297 |   |                               | $ | 5.60
|Granted                                                                   |  |                    | 2,629,500  |   |                               | $ | 3.03
|Forfeited                                                                 |  |                    | (3,212,136 | ) |                               | $ | 6.12
|Exercised                                                                 |  |                    | (281,523   | ) |                               | $ | 1.33
|                                                                          |  |                    |            |   |                               |   |     
|Outstanding at the end of the year                                        |  |                    | 11,667,138 |   |                               | $ | 4.98
|                                                                          |  |                    |            |   |                               |   |     
|Exercisable at the end of the year                                        |  |                    | 9,523,610  |   |                               |   |     
|                                                                          |  |                    |            |   |                               |   |     
|Weighted-average grant-date fair value of options granted during the year |  | $                  | 1.67       |   |                               |   |     
|                                                                          |  |                    |            |   |                               |   |     
|Intrinsic value of options exercised during the year                      |  | $                  | 363        |   |                               |   |     
|                                                                          |  |                    |            |   |                               |   |     



|                                                                          |  |                    |            |   |                               |   |     
|------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ----------------------------- | - | ----
|                                                                          |  | 2006              
|                                                                          |  | OptionsOutstanding |            |   | Weighted-averageexerciseprice
|Outstanding at the beginning of the year                                  |  |                    | 11,667,138 |   |                               | $ | 4.98
|Granted                                                                   |  |                    | 9,252,999  |   |                               | $ | 4.15
|Forfeited                                                                 |  |                    | (2,597,132 | ) |                               | $ | 7.15
|Exercised                                                                 |  |                    | (2,492,673 | ) |                               | $ | 3.18
|                                                                          |  |                    |            |   |                               |   |     
|Outstanding at the end of the year                                        |  |                    | 15,830,332 |   |                               | $ | 5.19
|                                                                          |  |                    |            |   |                               |   |     
|Exercisable at the end of the year                                        |  |                    | 7,247,170  |   |                               | $ | 5.11
|                                                                          |  |                    |            |   |                               |   |     
|Weighted-average grant-date fair value of options granted during the year |  | $                  | 2.51       |   |                               |   |     
|                                                                          |  |                    |            |   |                               |   |     
|Intrinsic value of options exercised during the year                      |  | $                  | 7,934      |   |                               |   |     
|                                                                          |  |                    |            |   |                               |   |     

Included in the number of options are 2,713,619 stock appreciation rights
outstanding at December 31, 2006. The Company accounts for stock appreciation rights in accordance with SFAS 123(R). Stock appreciation rights are settled in shares and have similar characteristics as stock options. The Company issued no stock
appreciation rights in 2004 and 2005 and 2,878,000 in 2006.

Compensation expense charged to operations during the year
ended December 31, 2006 relating to stock options and stock appreciation rights was $3,902. As of December 31, 2006, the Company had unrecognized compensation expense of $13,386 before taxes, related to stock option awards and stock
appreciation rights. The unrecognized compensation expense is expected to be recognized over a total weighted average period of 2.4 years.



F-67



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|22. | STOCK-BASED COMPENSATION PLANS (continued)
|--- | ------------------------------------------



The fair value of options that vested during the years ended December 31, 2004,
2005 and 2006 was not significantly different that the amount of stock compensation expense that was charged to operations during the year ended December 31, 2006 or that would have been charged to operations during the years ended
December 31, 2004 and 2005 under SFAS 123(R) as disclosed within Note 2. Net cash proceeds from the exercise of stock options during the years ended December 31, 2004, 2005 and 2006 were $4,061, $1,052 and $8,512, respectively.

2004 Employee Share Purchase Plan

During 2004, the Company established and implemented an employee share purchase plan, which qualified as a non-compensatory plan under Section 423 of the U.S. Internal Revenue Code. The plan allows qualified
employees to purchase Class A common shares during the relevant six-month plan period. Qualifying employees are allowed to purchase up to 1,000 Class A common shares for each plan period. The maximum number of Class A common shares,
issuable under the plan is 2,000,000, and a maximum of 300,000 shares will be available for issuance during each plan period. Compensation expense charged to operations during the year ended December 31, 2006 relating to the employee share
purchase plan was $324.

China.com Inc.

The Companys China.com Inc. subsidiary is registered on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited
(GEM) and maintains certain stock based compensation plans in addition to those maintained by the Company. China.com Inc. adopted a pre-IPO share option plan (the Pre-IPO Plan) and post-IPO share option plan (the
Post-IPO Plan) on February 25, 2000 which will remain in force for 10 years. On April 30, 2002, the Company adopted a 2002 share option plan (the 2002 Plan) which has an option life of 10 years. The Pre-IPO Plan and
the Post-IPO Plan were operated for the purpose of recognizing the contributions of certain directors, employees, consultants and advisors of China.com Inc. and employees of the Company to the growth of China.com Inc. and/or the listing of shares of
China.com Inc. on the GEM, while the 2002 Plan was operated for providing incentives and rewards to eligible participants who contribute to the success of China.com Inc.s operations. Eligible participants of the Pre- IPO Plan and the Post-IPO
Plan include China.com Inc.s directors, employees, consultants and advisors of China.com Inc. and employees of China.com Inc. The eligible participants of the 2002 Plan include China.com Inc.s directors, full-time and part-time
employees, advisors, consultants, vendors and suppliers of China.com Inc. and employees of the Company (as defined in the 2002 Plan).

The maximum number of shares which can be granted under the Pre-IPO Plan and the Post-IPO Plan must not exceed 10% of the issued share capital of China.com Inc. as at the date of listing of the shares on the GEM. For
the 2002 Plan, the maximum number of shares which can be granted must not exceed 10% of the issued shares of China.com Inc. at the date of approval of such plan. At December 31, 2006, the number of shares issuable under the Pre-IPO Plan, the
Post-IPO Plan and the 2002 Plan was 12,038,120, 2,115,547 and 348,112,320, respectively, which represented approximately 8.27% in aggregate of China.com Inc.s shares in issue at that date. Pursuant to the Pre-IPO Plan and the Post-IPO Plan
(the Plans), no participant shall be granted an option which, if accepted and exercised in full, would result in such participants maximum entitlement exceeding 25% of the aggregate number of shares of China.com Inc. subject to the
Plans. The maximum number of shares issuable as share options to each eligible participant in the 2002 Plan in any 12-month period up to and including the date of the grant to such participant shall not exceed 1% of the issued share capital of
China.com Inc. from time to time. Any further grant of options in excess of this 1% limit must be subject to shareholders approval with that participant and associates abstaining from voting.



F-68



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|22. | STOCK-BASED COMPENSATION PLANS (continued)
|--- | ------------------------------------------



Share options granted to a director, chief executive, management shareholder or
substantial shareholder of China.com Inc., or to any of their associates, are subject to approval in advance by the independent non-executive directors. In addition, any share options granted to a substantial shareholder or an independent
non-executive director of China.com Inc., or to any of their associates, in excess of 0.1% of the shares of China.com Inc. in issue at any time or with an aggregate value (based on the closing price of China.com Inc.s shares at the date of the
grant) in excess of $641, within any 12-month period, are subject to shareholders approval in advance in a general meeting.

The offer of a grant of share options under the Plans must be accepted within 14 days from the date of the offer, upon payment of a nominal consideration of $.0001 in total by the grantee. For the 2002 Plan, the offer of a grant of share
options must be accepted with 7 days from the date of the offer upon payment of a nominal consideration of $.0001 in total by the grantee. The exercise period of the share options granted is determinable by the directors. However, for the Plans,
each of the grantees of the options is not allowed to exercise in aggregate in excess of 25%, 50% and 75% of shares comprised in the options granted within the first, second and third years from one year after the date of grant of options,
respectively. All option shares must be exercised within 10 years from the date of grant of options.

The exercise price
for the Pre-IPO Plan is determined by the final Hong Kong dollar price per share at which the shares are subscribed pursuant to the placing of 640,000,000 shares by China.com Inc. to professional and institutional investors and other persons made on
the terms of the prospectus issued by China.com Inc. on 28th February, 2000 ($.24 per share).

The exercise price of
the Post-IPO Plan and the 2002 Plan share options is determinable by the directors, but may not be less than the higher of (i) the closing price of China.com Inc.s shares on the Stock Exchange on the date of grant of the share options;
(ii) the average Stock Exchange closing price of China.com Inc.s shares for the five trading days immediately preceding the date of the grant of the share options; and (iii) the nominal value of the share.

The share options do not confer rights on the holders to dividends or to vote at shareholders meetings.

At December 31, 2006, the remaining life of the Plans is three years and two months and the remaining life of the 2002 Plan is five
years and four months.



F-69



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|22. | STOCK-BASED COMPENSATION PLANS (continued)
|--- | ------------------------------------------



The following table summarizes information concerning outstanding options at
December 31, 2006.



|                              |  |             |  |                                                     |  |                                        |      |                         |   |    
|----------------------------- |  | ----------- |  | --------------------------------------------------- |  | -------------------------------------- | ---- | ----------------------- | - | ---
|Exercise price range          |  | Shares      |  | Weighted-averageremainingcontractuallife (in years) |  | Weighted-averageexercisepriceper
share |      | AggregateIntrinsicValue
|$0.022-$0.026                 |  | 71,038      |  | 5.87                                                |  | $                                      | 0.02 |                         | $ | 2  
|$0.037-$0.044                 |  | 868,755     |  | 4.33                                                |  | $                                      | 0.04 |                         |   | 18 
|$0.065-$0.092                 |  | 349,191,202 |  | 9.30                                                |  | $                                      | 0.06 |                         |   | 153
|$0.11                         |  | 96,872      |  | 3.63                                                |  | $                                      | 0.11 |                         |   |   
|$0.24                         |  | 12,038,120  |  | 3.18                                                |  | $                                      | 0.24 |                         |   |   
|                              |  |             |  |                                                     |  |                                        |      |                         |   |    
|December 31, 2006 outstanding |  | 362,265,987 |  |                                                     |  |                                        |      |                         | $ | 173
|                              |  |             |  |                                                     |  |                                        |      |                         |   |    

The following table summarizes information concerning exercisable options at
December 31, 2006.



|                              |  |            |  |                                                     |  |                                        |      |                         |   |   
|----------------------------- |  | ---------- |  | --------------------------------------------------- |  | -------------------------------------- | ---- | ----------------------- | - | --
|Exercise price range          |  | Shares     |  | Weighted-averageremainingcontractuallife (in years) |  | Weighted-averageexercisepriceper
share |      | AggregateIntrinsicValue
|$0.022-$0.026                 |  | 71,038     |  | 5.87                                                |  | $                                      | 0.02 |                         | $ | 2 
|$0.037-$0.044                 |  | 868,755    |  | 4.33                                                |  | $                                      | 0.04 |                         |   | 18
|$0.065-$0.092                 |  | 37,261,790 |  | 8.24                                                |  | $                                      | 0.07 |                         |   | 9 
|$0.11                         |  | 96,872     |  | 3.63                                                |  | $                                      | 0.11 |                         |   |  
|$0.24                         |  | 12,038,120 |  | 3.18                                                |  | $                                      | 0.24 |                         |   |  
|                              |  |            |  |                                                     |  |                                        |      |                         |   |   
|December 31, 2006 exercisable |  | 50,336,575 |  |                                                     |  |                                        |      |                         | $ | 29
|                              |  |            |  |                                                     |  |                                        |      |                         |   |   

The following table summarizes information concerning options expected to vest at
December 31, 2006.



|                                   |  |             |  |                                                     |  |                                        |      |                         |   |    
|---------------------------------- |  | ----------- |  | --------------------------------------------------- |  | -------------------------------------- | ---- | ----------------------- | - | ---
|Exercise price range               |  | Shares      |  | Weighted-averageremainingcontractuallife (in years) |  | Weighted-averageexercisepriceper
share |      | AggregateIntrinsicValue
|$0.022-$0.026                      |  |            |  |                                                    |  |                                        |     |                         | $ |   
|$0.037-$0.044                      |  |            |  |                                                    |  |                                        |     |                         |   |   
|$0.065-$0.092                      |  | 277,617,177 |  | 9.42                                                |  | $                                      | 0.06 |                         |   | 129
|$0.11                              |  |            |  |                                                    |  |                                        |     |                         |   |   
|$0.24                              |  |            |  |                                                    |  |                                        |     |                         |   |   
|                                   |  |             |  |                                                     |  |                                        |      |                         |   |    
|December 31, 2006 expected to vest |  | 277,617,177 |  |                                                     |  |                                        |      |                         | $ | 129
|                                   |  |             |  |                                                     |  |                                        |      |                         |   |    



F-70



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|22. | STOCK-BASED COMPENSATION PLANS (continued)
|--- | ------------------------------------------



A summary of China.com Inc.s stock option activities and related information
for the years ended December 31, 2005 and 2006 is as follows:



|                                                                          |  |                    |              |   |                               |   |     
|------------------------------------------------------------------------- |  | ------------------ | ------------ | - | ----------------------------- | - | ----
|                                                                          |  | 2005              
|                                                                          |  | OptionsOutstanding |              |   | Weighted-averageexerciseprice
|Outstanding at the beginning of the year                                  |  |                    | 183,321,129  |   |                               | $ | 0.16
|Granted                                                                   |  |                    | 86,666,667   |   |                               | $ | 0.07
|Forfeited                                                                 |  |                    | (16,068,534  | ) |                               | $ | 0.18
|Exercised                                                                 |  |                    | (26,579,592  | ) |                               | $ | 0.04
|                                                                          |  |                    |              |   |                               |   |     
|Outstanding at the end of the year                                        |  |                    | 227,339,670  |   |                               | $ | 0.14
|                                                                          |  |                    |              |   |                               |   |     
|Exercisable at the end of the year                                        |  |                    | 114,609,023  |   |                               |   |     
|                                                                          |  |                    |              |   |                               |   |     
|Weighted-average grant-date fair value of options granted during the year |  | $                  | 0.05         |   |                               |   |     
|                                                                          |  |                    |              |   |                               |   |     
|Intrinsic value of options exercised during the year                      |  | $                  | 709          |   |                               |   |     
|                                                                          |  |                    |              |   |                               |   |     
|                                                                          | 
|                                                                          |  | 2006              
|                                                                          |  | OptionsOutstanding |              |   | Weighted-averageexerciseprice
|Outstanding at the beginning of the year                                  |  |                    | 227,339,670  |   |                               | $ | 0.14
|Granted                                                                   |  |                    | 316,056,507  |   |                               | $ | 0.06
|Forfeited                                                                 |  |                    | (181,091,442 | ) |                               | $ | 0.14
|Exercised                                                                 |  |                    | (38,748      | ) |                               | $ | 0.03
|                                                                          |  |                    |              |   |                               |   |     
|Outstanding at the end of the year                                        |  |                    | 362,265,987  |   |                               | $ | 0.07
|                                                                          |  |                    |              |   |                               |   |     
|Exercisable at the end of the year                                        |  |                    | 50,336,575   |   |                               | $ | 0.11
|                                                                          |  |                    |              |   |                               |   |     
|Weighted-average grant-date fair value of options granted during the year |  | $                  | 0.04         |   |                               |   |     
|                                                                          |  |                    |              |   |                               |   |     
|Intrinsic value of options exercised during the year                      |  | $                  | 2            |   |                               |   |     
|                                                                          |  |                    |              |   |                               |   |     

Compensation expense charged to operations during the year ended December 31,
2006 relating to stock options was $3,474. As of December 31, 2006, China.com Inc. had unrecognized compensation expense of $3,519 before taxes, related to stock option awards. The unrecognized compensation expense is expected to be recognized
over a total weighted average period of 2.3 years.

The fair value of options that vested during the years ended
December 31, 2004, 2005 and 2006 was not significantly different that the amount of stock compensation expense that was charged to operations during the year ended December 31, 2006 or that would have been charged to operations during the
years ended December 31, 2004 and 2005 under SFAS 123(R) as disclosed within Note 2. Net cash proceeds from the exercise of stock options during the years ended December 31, 2004, 2005 and 2006 were $383, $1,143 and $1, respectively.



F-71



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|23. | EMPLOYEE BENEFIT PLANS
|--- | ----------------------

IMI, a
subsidiary of the Company acquired in 2003, provides retirement benefits for substantially all employees in the U.S. and in foreign locations. In the U.S., the United Kingdom and the Netherlands, IMI sponsors defined contribution plans. In addition,
IMIs Swedish subsidiary (IMAB) has a supplemental defined contribution plan for certain key management employees. Contributions by IMI relating to its defined contribution plans for the years ended December 31, 2005 and 2006
amounted to $978 and $2,611, respectively.

IMAB also participates in several employee benefit plans (non-contributory for
employees) which cover substantially all employees of its Swedish operations. The plans are in accordance with a nationally-agreed standard plan administered by a national organization, Pensionsregisteringsinstitute (PRI). These plans
have been frozen and moved to the Swedish government for administration and distribution. Benefits are not paid by IMAB, but by the Swedish government. The level of benefits and actuarial assumptions used to account for these pension plans are
calculated and established by the PRI and are solely based on the fully funded value of the predetermined pension payoff amount that was prescribed when the plans were transferred to the Swedish government during 2001, accordingly, IMAB will not
change benefit levels or actuarial assumptions. In addition, since the actuarial assumptions are not disclosed to IMAB, no such disclosure is provided herein. The Company accounts for pensions in accordance with SFAS No. 87,
Employers Accounting for Pensions and SFAS No. 132, Employers Disclosures about Pensions and Other Postretirement Benefits (Revised) (SFAS 132(R)). During 2006, the Company paid $1,336 to satisfy
the remaining liability under the IMI Benefit Plan and has subsequently been released from making future contributions to PRI related to this benefit plan.

The net periodic benefit cost for IMABs defined benefit pension plans in Sweden includes the following components:



|                          |  |                            |    |                            |   |   
|------------------------- |  | -------------------------- | -- | -------------------------- | - | --
|                          |  | Year endedDecember 31,2005 |    | Year endedDecember 31,2006
|Service cost              |  | $                          |   |                            | $ |  
|Interest cost             |  |                            | 73 |                            |   | 28
|                          |  |                            |    |                            |   |   
|Net periodic benefit cost |  | $                          | 73 |                            | $ | 28
|                          |  |                            |    |                            |   |   



F-72



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|23. | EMPLOYEE BENEFIT PLANS (continued)
|--- | ----------------------------------

The following table sets forth the change in the benefit obligations for IMABs defined benefit plans in Sweden:



|                                                                |  |                            |       |   |                            |   |        |  
|--------------------------------------------------------------- |  | -------------------------- | ----- | - | -------------------------- | - | ------ | -
|                                                                |  | Year endedDecember 31,2005 |       |   | Year endedDecember 31,2006 |  
|Benefit obligations at beginning of year/at date of acquisition |  | $                          | 2,387 |   |                            | $ | 1,673  |  
|Interest cost                                                   |  |                            | 73    |   |                            |   | 28     |  
|Actuarial gains                                                 |  |                            | (283  | ) |                            |   | (469   | )
|Settlements                                                     |  |                            | (570  | ) |                            |   | (1,336 | )
|Effect of foreign currency exchange rate changes                |  |                            | 66    |   |                            |   | 104    |  
|                                                                |  |                            |       |   |                            |   |        |  
|Benefit obligations at end of year                              |  | $                          | 1,673 |   |                            | $ |       |  
|                                                                |  |                            |       |   |                            |   |        |  

The following table sets forth the plans funded status and the actuarial
present value of benefit obligations as of December 31, 2005 and 2006:



|                             |  |                  |       |                  |   |  
|---------------------------- |  | ---------------- | ----- | ---------------- | - | -
|                             |  | December 31,2005 |       | December 31,2006
|Unfunded status              |  | $                | 1,673 |                  | $ | 
|Comprised of:                |  |                  |       |                  |   |  
|Long-term liability portion  |  | $                |      |                  | $ | 
|Short-term liability portion |  | $                | 1,673 |                  | $ | 



|24. | RESTRUCTURING COSTS
|--- | -------------------

As a result of
the Companys ongoing plan to rationalize, integrate and align its resources, the Company incurred certain restructuring costs of $3,760, $1,667 and $1,974 for the years ended December 31, 2004, 2005 and 2006, respectively. Restructuring
costs are included in restructuring expenses in the consolidated statements of operations.

In connection with the
acquisition of IMI and Pivotal in 2003 and 2004, respectively, the Company assumed and included in the purchase price allocations certain preexisting restructuring accruals.

For the year ended December 31, 2004, the restructuring costs related to IMI, Pivotal and Praxa. At IMI, restructuring costs of
$2,862 comprised of $1,866 related to employee termination costs, $482 for write-off of acquired software, $414 related to closure of offices, and $100 in other costs. At Pivotal, restructuring costs of $373 related to lease facility closure costs.
At Praxa, restructuring costs of $525 comprised of $345 related to employee termination costs, $129 in contract exit fees, and $51 in other costs.

For the year ended December 31, 2005, the Company incurred and charged to expense $3,055 in restructuring costs principally at the Companys corporate office, Pivotal, Ross and IMI. In 2005, the
restructuring liability at Pivotal was reduced by $1,354 due to a change in estimate relating to lease facility closure costs.



F-73



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|24. | RESTRUCTURING COSTS (continued)
|--- | -------------------------------



For the year ended December 31, 2006, the Company incurred and charged to
expense $2,943 in restructuring costs principally at IMI and Praxa. At IMI, restructuring costs were $2,288 comprised of $732 related to employee termination costs and $1,556 for closure of offices. At Praxa, restructuring costs were $323 comprised
of $132 related to employee termination costs and $191 in other costs. In 2006, the restructuring liability at IMI was reduced by $711 due to a change in estimate relating to workforce reduction and by $353 due to a change in estimate relating to a
lease termination.

At December 31, 2005 and 2006, the Company had a total of $7,354 and $6,010, respectively, in
accruals relating to the business restructuring activities. Pivotal, Ross and IMI are included in the Software segment. Praxa is included in the Business Services segment.

The changes in the accrued liability balance associated with the exiting costs for the year ended December 31, 2004, is as follows:



|                             |  |                    |        |   |                  |   |       |                 |  |   |       |   |  |   |        |  
|---------------------------- |  | ------------------ | ------ | - | ---------------- | - | ----- | --------------- |  | - | ----- | - |  | - | ------ | -
|                             |  | WorkforceReduction |        |   | LeaseTermination |   |       | Other ExitCosts |  |   | Total |  
|Balance at January 1, 2004   |  | $                  | 791    |   |                  | $ | 7,329 |                 |  | $ | 555   |   |  | $ | 8,675  |  
|Expensed in 2004             |  |                    | 2,211  |   |                  |   | 917   |                 |  |   | 632   |   |  |   | 3,760  |  
|Amounts paid                 |  |                    | (2,211 | ) |                  |   | (543  | )               |  |   | (632  | ) |  |   | (3,386 | )
|                             |  |                    |        |   |                  |   |       |                 |  |   |       |   |  |   |        |  
|Balance at December 31, 2004 |  | $                  | 791    |   |                  | $ | 7,703 |                 |  | $ | 555   |   |  | $ | 9,049  |  
|                             |  |                    |        |   |                  |   |       |                 |  |   |       |   |  |   |        |  

The changes in the accrued liability balance associated with the exiting costs for
the year ended December 31, 2005, is as follows:



|                             |  |                    |       |   |                  |   |        |                 |  |   |       |   |  |   |        |  
|---------------------------- |  | ------------------ | ----- | - | ---------------- | - | ------ | --------------- |  | - | ----- | - |  | - | ------ | -
|                             |  | WorkforceReduction |       |   | LeaseTermination |   |        | Other ExitCosts |  |   | Total |  
|Balance at January 1, 2005   |  | $                  | 791   |   |                  | $ | 7,703  |                 |  | $ | 555   |   |  | $ | 9,049  |  
|Expensed in 2005             |  |                    | 2,047 |   |                  |   | 416    |                 |  |   | 591   |   |  |   | 3,054  |  
|Adjustments to income        |  |                    |      |   |                  |   | (1,354 | )               |  |   | (34   | ) |  |   | (1,388 | )
|Amounts paid                 |  |                    | (960  | ) |                  |   | (1,575 | )               |  |   | (826  | ) |  |   | (3,361 | )
|                             |  |                    |       |   |                  |   |        |                 |  |   |       |   |  |   |        |  
|Balance at December 31, 2005 |  | $                  | 1,878 |   |                  | $ | 5,190  |                 |  | $ | 286   |   |  | $ | 7,354  |  
|                             |  |                    |       |   |                  |   |        |                 |  |   |       |   |  |   |        |  



F-74



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|24. | RESTRUCTURING COSTS (continued)
|--- | -------------------------------



The changes in the accrued liability balance associated with the exiting costs for
the year ended December 31, 2006, is as follows:



|                             |  |                    |        |   |                  |   |       |                 |  |   |       |   |  |   |        |  
|---------------------------- |  | ------------------ | ------ | - | ---------------- | - | ----- | --------------- |  | - | ----- | - |  | - | ------ | -
|                             |  | WorkforceReduction |        |   | LeaseTermination |   |       | Other ExitCosts |  |   | Total |  
|Balance at January 1, 2006   |  | $                  | 1,878  |   |                  | $ | 5,190 |                 |  | $ | 286   |   |  | $ | 7,354  |  
|Expensed in 2006             |  |                    | 1,183  |   |                  |   | 1,556 |                 |  |   | 204   |   |  |   | 2,943  |  
|Adjustments to income        |  |                    | (711   | ) |                  |   | (173  | )               |  |   | (85   | ) |  |   | (969   | )
|Amounts paid                 |  |                    | (2,115 | ) |                  |   | (965  | )               |  |   | (238  | ) |  |   | (3,318 | )
|                             |  |                    |        |   |                  |   |       |                 |  |   |       |   |  |   |        |  
|Balance at December 31, 2006 |  | $                  | 235    |   |                  | $ | 5,608 |                 |  | $ | 167   |   |  | $ | 6,010  |  
|                             |  |                    |        |   |                  |   |       |                 |  |   |       |   |  |   |        |  



|25. | PROPERTIES HELD FOR SALE
|--- | ------------------------

At
December 31, 2004, the Company classified a building and the related land with a carrying amount of $2,992 as held for sale and such assets were stated at carrying value which was less than fair value less cost to sell. The land and building
were sold in 2005 resulting in a gain of $1,181.



|26. | CONTINGENCIES AND COMMITMENTS
|--- | -----------------------------

Contingencies

As of May 31, 2007, other than as set forth below, there is no material litigation pending against the Company. The
Company and its subsidiaries are a party to other litigation and claims incident to the ordinary course of business. While the results of such litigation and claims cannot be predicted with certainty, the Company believes that the final outcome of
such other matters will not have a material adverse effect on the Companys financial position, results of operations or cash flows.

(a) Vertical Computer Systems, Inc./NOW Solutions LLC (Vertical or NOW).In February 2003, Vertical Computer Systems (on behalf of itself and on behalf of NOW Solutions) filed a civil action against a
Companys subsidiary, Ross and others alleging, among other things, breach of contract, claims under contractual indemnifications and fraud arising from the sale of Rosss HR/Payroll division to NOW in an amount of $3,500. Ross filed a
motion for summary judgment in October 2004. The court denied this motion and converted Ross motion papers into a complaint. Other motions filed by Ross for dismissing NOWs counterclaims were granted in February 2005. In May 2006, both
Ross and Vertical filed summary motions against each other, which motions were denied by the Court in November 2006, finding that facts issues existed to be resolved at trial. In April 2007, the Court issued a directed verdict against the Company.
The Company is awaiting the issuance of the final order and judgment by the Court, at which time the Company will determine if it will file an appeal. As a result of the directed verdict, the Company accrued $300 and $2,900 at December 31, 2005
and 2006, respectively.



F-75



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|26. | CONTINGENCIES AND COMMITMENTS (continued)
|--- | -----------------------------------------



Contingencies (continued)

(b) Harry Edelson. In October 2003, Harry Edelson, a former member of the Board of Directors, brought an action at the District Court for the
Northern District of Illinois against the Company and Dr. Raymond Chien and Mr. Peter Yip, two members of the Board of Directors, seeking injunctive relief and monetary damages in connection with alleged violations of the Securities
Exchange Act of 1934, as amended, in connection with his failure to be re-elected to the board at the Companys 2003 annual general meeting. In February 2004, Mr. Edelson filed an appeal to a decision by the District Court to dismiss
the action. The appeal was denied in April 2005 by the Courts of Appeal for the Seventh Circuit. In May 2005, Mr. Edelson petitioned for a re-hearing en banc at the Courts of Appeals. The petition was subsequently denied. In October 2005,
Mr. Edelson petitioned to the Supreme Court for a Writ of Certiorari to the Courts of Appeals decision and in February 2006 the Supreme Court denied to hear the petition. In February 2004, Mr. Edelson brought an amended action
at the District Court against the Company based upon the same allegations seeking monetary damages. In June 2005, the Company filed a motion for summary judgment at the District Court, and in November 2005, the motion was granted in the
Companys favor. The Company believes that this action is without merit. Management of the Company considers the outcome of any judgment on the lawsuit with respect to the Company to be uncertain and the amount of any expenditure from the
lawsuit is not estimable.

(c) Class Action Lawsuit. A class action lawsuit was filed in the United States District Court, Southern
District of New York on behalf of purchasers of the Companys securities between July 12, 1999 (the date of the Companys IPO) and December 6, 2000, inclusive. The complaint charges the Company and the underwriters in the
Companys IPO with violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The complaint alleges that the prospectus used in
the Companys IPO was materially false and misleading because it failed to disclose, among other things, that (i) the underwriters had solicited and received excessive and undisclosed commissions from certain investors, in exchange for
which the underwriters allocated to those investors material portions of the restricted numbers of the Companys shares issued in connection with the IPO; and (ii) the underwriters had entered into agreements with customers whereby the
underwriters agreed to allocate the Companys shares to those customers, in exchange for which the customers agreed to purchase additional shares in the aftermarket at pre-determined prices.

In June 2003, the plaintiffs in the consolidated IPO class action lawsuits currently pending against the Company and over 300 other issuers who went
public between 1998 and 2000, announced a proposed settlement with the Company and the other issuer defendants. The proposed settlement provides that the insurers of all settling issuers will guarantee that the plaintiffs recover $1,000,000 from
non-settling defendants, including the investment banks that acted as underwriters in those offerings. In the event that the plaintiffs do not recover $1,000,000, the insurers for the settling issuers will make up the difference. Under the proposed
settlement, the maximum amount that could be charged to the Companys insurance policy in the event that the plaintiffs recovered nothing from the investment banks would be approximately $3,900. The Company believes that it has sufficient
insurance coverage to cover the maximum amount that the Company may be responsible for under the proposed settlement. The independent members of the Board of Directors approved the proposed settlement at a meeting held in June 2003. As of March
2005, outside counsel advised that the court has granted preliminary approval of the settlement, subject to certain conditions. The Company is awaiting final approval of the settlement, pending satisfaction and waiver of such conditions, although
the timing of such final approval is uncertain. Management of the Company considers the outcome of any judgment on the lawsuit with respect to the Company to be quite uncertain and any expenditure from the lawsuit is not estimable. Consequently, no
provision has been made for any expenses that might arise as a result of the class action lawsuit.



F-76



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|26. | CONTINGENCIES AND COMMITMENTS (continued)
|--- | -----------------------------------------



Contingencies (continued)



(d) Lam, Po Chiu Mark.In December 2003, Mr. Mark Lam filed a civil action in the
High Court of Hong Kong against a Company subsidiary Ion Global (BVI) Limited alleging breach of contract in relation to a put option agreement under a share purchase agreement in an amount of $742. Pleadings closed in April 2004 when
Mr. Lam filed his reply to the defense filed by Ion Global. The case was largely dormant until late 2005 when the plaintiff sought and was granted leave to amend his statement of claim and to join the Company as a party. The Company was joined
in July 2006. In January 2007, Mr. Lam also joined a member of the Board of Directors, Mr. Peter Yip, to the proceedings. The Company believes that this action is without merit and it intends to vigorously defend such action. Management of
the Company considers the outcome of any judgment on the lawsuit with respect to the Company to be quite uncertain and any expenditure from the lawsuit is not estimable. Consequently, no provision has been made for any expenses that might arise as a
result of the class action lawsuit.

(e) Herkemij & Partners Knowledge (Herkemij Knowledge). In April 2004
Herkemij Kowledge, filed a civil action against the Companys subsidiaries Ross and Ross Nederland alleging Ross and Ross Nederland developed a software program named iProject using documentation and source code from Herkemij Knowledges
copyrighted Project Administration and Control System. The action includes counts for copyright infringement, misappropriation of trade secrets, and unfair competition and seeks, among other things, injunctive relief, damages totaling $5,000 to
$10,000, and payment of royalties. In September 2004, the case against Ross Nederland was dismissed for lack of personal jurisdiction, and in February 2005, a hearing was held in which the judge refused to dismiss the case against Ross, but
transferred the case to the Northern District Court of Georgia in Atlanta. In August 2005 the Northern District Court of Georgia granted Herkemijs motion to amend the complaint. Based on representations of Ross made to the Court in
October 2005, Herkemij sought to dismiss all claims without prejudice. Ross then filed its response seeking dismissal with prejudice and costs. In late 2006 the Court dismissed the case without prejudice and ordered Herkemji to reimburse Ross for
part of its legal costs.

(f) Adding Value to Business Pty Ltd trading as Countrywide Systems Network (Adding
Value). In December 2004, Adding Value filed a civil action against a Companys subsidiary Praxa Limited, alleging breach of contract, misleading and deceptive conduct, and seeking various equitable remedies and damages. In June
2007, the action was fully settled without admission of liability on either party pursuant to a deed of settlement.

(g) Mantech
International Corporation and ManTech Australia International Inc. (ManTech). In October 2005, ManTech filed a civil action against the Companys subsidiaries CDC Australia Limited and CDC Australia (Praxa) Pty Ltd, collectively
CDC Australia alleging that CDC Australia failed to pay $3,662 that was retained as part of the consideration for the acquisition of Praxa Limited. In late 2005, CDC Australia filed and served a request for further and better particulars
of the statement of claim and a request for the filing of security of costs. The plaintiffs answered the requests for further and better particulars, and further directions as to the conduct of the action were given by the Court soon after plaintiff
made payment of security for costs in January 2007. Discovery and interrogatories are due to be filed and served by July 2007. The Company believes that the $3,662 was rightfully retained by CDC Australia in accordance with the terms of the
acquisition agreement, and the action is without merit. The Company intends to vigorously defend such action. Management of the Company considers the outcome of any judgment on the lawsuit with respect to the Company to be uncertain and the amount
of any expenditure from the lawsuit is not estimable. Consequently, no provision has been made for any expenses that might arise as a result of the class action lawsuit.



F-77



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|26. | CONTINGENCIES AND COMMITMENTS (continued)
|--- | -----------------------------------------



Contingencies (continued)



(h) James Avery Craftsman Inc. (James Avery). In November 2006, James Avery filed
a civil action against the Companys subsidiaries Ross and Pivotal, alleging that Ross and Pivotal had breached a software license and professional service agreement and related agreements, and had misrepresented their abilities to perform
services and deliver products. Ross and Pivotal answered James Averys petition filed in the action, removed the action to the United States District Court for the Western District of Texas, San Antonio Division, and asserted defenses and
denials to James Averys claims. Subsequently, on or about March 2, 2007, Ross and Pivotal threatened to assert Counterclaims against James Avery in the Action for breach of contract, quantum merit and unjust enrichment. The Parties
participated in mediation in March 2007, and executed a settlement and release agreement with respect to these matters in May 2007. The Company has evaluated this claim in conjunction with SFAS 5 and has determined that judgment against the Company
is both probable and estimatible. Accordingly, the Company has accrued Nil and $600 at December 31, 2005 and 2006, respectively.

Commitments

As of December 31, 2006, the Company had future minimum lease payments under
non-cancelable operating leases falling due as follows:



|                        |  |   |       
|----------------------- |  | - | ------
|Year ended December 31, |  |  
|2007                    |  | $ | 9,658 
|2008                    |  | $ | 7,745 
|2009                    |  | $ | 6,019 
|2010                    |  | $ | 5,160 
|2011                    |  | $ | 4,613 
|Thereafter              |  | $ | 4,484 
|                        |  |   |       
|                        |  | $ | 37,679
|                        |  |   |       

The Company recorded rental expense of $9,630, $10,042, and $12,825 and sublease income of $2,986,
$1,728, and $1,484 for the years ended December 31, 2004, 2005 and 2006, respectively. As of December 31, 2006, the Company had future minimum rentals to be received under subleases of $14,910.



|27. | SEGMENT INFORMATION
|--- | -------------------

Description of Products and
Services by Segment

In 2005, the Company reported its operating results in four operating segments,
Software, Business Services, Mobile Services and Applications and Internet and Media. In April 2006, in conjunction with the acquisition of 52% interest in Equity Pacific Limited (Equity
Pacific) (Note 3(d)), the Company added CDC Games operating segment. Historically the Company accounted for the results of CDC Games under the equity basis and has included its proportionate share of losses in CDC Games in share of
gains (losses) in equity investees in the accompanying consolidated statements of operations. Refer to Note 1 for a description of products and services offered by each segment.



F-78



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|27. | SEGMENT INFORMATION (continued)
|--- | -------------------------------



Information about Segment Profit or Loss and Segment Assets

The Company evaluates performance and allocates resources based on revenues and segment net income (loss). The following items are
included in the evaluation of segment performance: revenues from external customers, depreciation and amortization, net interest income and expense, income tax benefit (expense) and net income (loss). The Company also uses segment net income (loss)
as the measure of segment profitability and excludes purchase intangible assets amortization and other acquisition related expenses from its reportable segments and includes such items in the reconciling line for corporate and other unallocated
amounts. In addition to these items, the Company includes the following items on the corporate and other unallocated amounts line: corporate general and administrative expenses related to statutory, legal and audit compliance, interest expense
related to Corporate level debt, amortization of debt discount and gain (loss) on the change in fair value of derivatives related to the Companys convertible notes, interest income and gain (loss) on the disposal of corporate held securities,
and minority interest in the earnings or losses of consolidated investees. Information about assets and liabilities other than the total segment assets is not reported separately for each segment because this information is not produced internally.
The accounting policies of the reportable segments are the same as those described in Note 2.

Factors Management Used to Identify the
Enterprises Reportable Segments

The Companys reportable segments are business units that offer different
services. The reportable segments are each managed separately and are evaluated regularly by the Companys chief operating decision maker in deciding how to allocate resources and in assessing performance.

The Companys segment information is as follows:



|                                                          |  |                            |         |                            |   |                            |  |   |        
|--------------------------------------------------------- |  | -------------------------- | ------- | -------------------------- | - | -------------------------- |  | - | -------
|                                                          |  | Year endedDecember 31,2004 |         | Year endedDecember 31,2005 |   | Year endedDecember 31,2006
|Segment revenues from external customers:                 |  |                            |         |                            |   |                            |  |   |        
|Software                                                  |  | $                          | 107,648 |                            | $ | 158,804                    |  | $ | 175,374
|Business Services                                         |  |                            | 42,927  |                            |   | 42,686                     |  |   | 65,448 
|Mobile Services and Applications                          |  |                            | 23,694  |                            |   | 34,389                     |  |   | 31,862 
|Internet and Media                                        |  |                            | 8,183   |                            |   | 8,995                      |  |   | 10,064 
|CDC Games                                                 |  |                            |        |                            |   |                           |  |   | 26,780 
|                                                          |  |                            |         |                            |   |                            |  |   |        
|Total consolidated revenues                               |  | $                          | 182,452 |                            | $ | 244,874                    |  | $ | 309,528
|                                                          |  |                            |         |                            |   |                            |  |   |        
|                                                          |  |                            |        
|                                                          |  | Year endedDecember 31,2004 |         | Year endedDecember 31,2005 |   | Year endedDecember 31,2006
|Segment depreciation and amortization expenses:           |  |                            |         |                            |   |                            |  |   |        
|Software                                                  |  | $                          | 8,590   |                            | $ | 12,845                     |  | $ | 14,654 
|Business Services                                         |  |                            | 2,426   |                            |   | 803                        |  |   | 1,905  
|Mobile Services and Applications                          |  |                            | 2,232   |                            |   | 1,818                      |  |   | 815    
|Internet and Media                                        |  |                            | 368     |                            |   | 366                        |  |   | 1,517  
|CDC Games                                                 |  |                            |        |                            |   |                           |  |   | 2,822  
|                                                          |  |                            |         |                            |   |                            |  |   |        
|                                                          |  |                            | 13,616  |                            |   | 15,832                     |  |   | 21,713 
|Corporate and other unallocated amounts                   |  |                            | 1,193   |                            |   | 1,272                      |  |   | 675    
|                                                          |  |                            |         |                            |   |                            |  |   |        
|Total consolidated depreciation and amortization expenses |  | $                          | 14,809  |                            | $ | 17,104                     |  | $ | 22,388 
|                                                          |  |                            |         |                            |   |                            |  |   |        



F-79



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|27. | SEGMENT INFORMATION (continued)
|--- | -------------------------------



|                                        |  |                            |       |   |                            |   |                            |  |   |       |  
|--------------------------------------- |  | -------------------------- | ----- | - | -------------------------- | - | -------------------------- |  | - | ----- | -
|                                        |  | Year endedDecember 31,2004 |       |   | Year endedDecember 31,2005 |   | Year endedDecember 31,2006 | 
|Segment interest income (expense), net: |  |                            |       |   |                            |   |                            |  |   |       |  
|Software                                |  | $                          | 585   |   |                            | $ | 713                        |  | $ | 646   |  
|Business Services                       |  |                            | 36    |   |                            |   | 126                        |  |   | (15   | )
|Mobile Services and Applications        |  |                            | 168   |   |                            |   | 253                        |  |   | 337   |  
|Internet and Media                      |  |                            | (2    | ) |                            |   | 16                         |  |   | 30    |  
|CDC Games                               |  |                            |      |   |                            |   |                           |  |   | 58    |  
|                                        |  |                            |       |   |                            |   |                            |  |   |       |  
|                                        |  |                            | 787   |   |                            |   | 1,108                      |  |   | 1,056 |  
|Corporate and other unallocated amounts |  |                            | 6,971 |   |                            |   | 5,791                      |  |   | 6,410 |  
|                                        |  |                            |       |   |                            |   |                            |  |   |       |  
|Total consolidated net interest income  |  | $                          | 7,758 |   |                            | $ | 6,899                      |  | $ | 7,466 |  
|                                        |  |                            |       |   |                            |   |                            |  |   |       |  



|                                        |  |                            |        |   |                            |   |       |                            |  |   |      
|--------------------------------------- |  | -------------------------- | ------ | - | -------------------------- | - | ----- | -------------------------- |  | - | -----
|                                        |  | Year endedDecember 31,2004 |        |   | Year endedDecember 31,2005 |   |       | Year endedDecember 31,2006
|Segment income tax expense (benefit):   |  |                            |        |   |                            |   |       |                            |  |   |      
|Software                                |  | $                          | (3,639 | ) |                            | $ | (405  | )                          |  | $ | 588  
|Business Services                       |  |                            | 410    |   |                            |   | 1,422 |                            |  |   | 791  
|Mobile Services and Applications        |  |                            | (392   | ) |                            |   | 710   |                            |  |   | 515  
|Internet and Media                      |  |                            | 39     |   |                            |   | 113   |                            |  |   | 273  
|CDC Games                               |  |                            |       |   |                            |   |      |                            |  |   |     
|                                        |  |                            |        |   |                            |   |       |                            |  |   |      
|                                        |  |                            | (3,582 | ) |                            |   | 1,840 |                            |  |   | 2,167
|Corporate and other unallocated amounts |  |                            | 6,957  |   |                            |   | 3,117 |                            |  |   | 895  
|                                        |  |                            |        |   |                            |   |       |                            |  |   |      
|Total consolidated tax expense:         |  | $                          | 3,375  |   |                            | $ | 4,957 |                            |  | $ | 3,062
|                                        |  |                            |        |   |                            |   |       |                            |  |   |      



|                                        |  |                            |         |   |                            |   |         |                                      |  |   |         |  
|--------------------------------------- |  | -------------------------- | ------- | - | -------------------------- | - | ------- | ------------------------------------ |  | - | ------- | -
|                                        |  | Year endedDecember 31,2004 |         |   | Year endedDecember 31,2005 |   |         | Year endedDecember 31,2006(Restated) | 
|Segment net income (loss):              |  |                            |         |   |                            |   |         |                                      |  |   |         |  
|Software                                |  | $                          | 12,562  |   |                            | $ | 8,232   |                                      |  | $ | 16,811  |  
|Business Services                       |  |                            | 572     |   |                            |   | 3,253   |                                      |  |   | (3,887  | )
|Mobile Services and Applications        |  |                            | 11,562  |   |                            |   | 4,904   |                                      |  |   | (2,367  | )
|Internet and Media                      |  |                            | (197    | ) |                            |   | (949    | )                                    |  |   | 528     |  
|CDC Games                               |  |                            |        |   |                            |   |        |                                      |  |   | 12,160  |  
|                                        |  |                            |         |   |                            |   |         |                                      |  |   |         |  
|                                        |  |                            | 24,505  |   |                            |   | 15,440  |                                      |  |   | 31,019  |  
|Corporate and other unallocated amounts |  |                            | (30,472 | ) |                            |   | (18,954 | )                                    |  |   | (20,179 | )
|                                        |  |                            |         |   |                            |   |         |                                      |  |   |         |  
|Total consolidated net (loss) income    |  | $                          | 5,967   |   |                            | $ | (3,514  | )                                    |  | $ | 10,840  |  
|                                        |  |                            |         |   |                            |   |         |                                      |  |   |         |  

Restatement

The Company concluded that the financial statement footnote disclosure of segment net income (loss) for fiscal year ended December 31,
2006 contained two accounting errors related to the allocation of expenses among the Companys business segments. First, an aggregate of approximately $6.3 million of purchased intangibles amortization expense related to certain acquisitions
was improperly allocated to the Software and Business Services segments. Purchased intangible amortization should have been included in the measurement of Corporate segment net income (loss). Second, an inter-company consolidation adjustment within
the Mobile Services and Applications segment of approximately $8.5 million was improperly allocated to the Corporate segment.

The amounts set forth below under Segment net income (loss) for the year ended December 31, 2006 have been restated as follows:

|                                        |  |                              |         |   |            |   |         |            |  |   |        |  
|--------------------------------------- |  | ---------------------------- | ------- | - | ---------- | - | ------- | ---------- |  | - | ------ | -
|                                        |  |                              |        
|                                        |  | As PreviouslyDisclosed       |         |   | AsRestated |   |         | Difference | 
|                                        |  | Year ended December 31, 2006 |        
|Segment net income (loss):              |  |                              |         |   |            |   |         |            |  |   |        |  
|Software                                |  | $                            | 11,878  |   |            | $ | 16,811  |            |  | $ | 4,933  |  
|Business Services                       |  |                              | 2,565   |   |            |   | 3,887   |            |  |   | 1,322  |  
|Mobile Services and Applications        |  |                              | 6,152   |   |            |   | (2,367  | )          |  |   | (8,519 | )
|Internet and Media                      |  |                              | 528     |   |            |   | 528     |            |  |   |       |  
|CDC Games                               |  |                              | 12,160  |   |            |   | 12,160  |            |  |   |       |  
|                                        |  |                              |         |   |            |   |         |            |  |   |        |  
|                                        |  |                              | 33,283  |   |            |   | 31,019  |            |  |   | (2,264 | )
|Corporate and other unallocated amounts |  |                              | (22,443 | ) |            |   | (20,179 | )          |  |   | 2,264  |  
|                                        |  |                              |         |   |            |   |         |            |  |   |        |  
|Total consolidated net (loss) income    |  | $                            | 10,840  |   |            | $ | 10,840  |            |  | $ |       |  
|                                        |  |                              |         |   |            |   |         |            |  |   |        |  

Consolidated net income for the Company for the year ended December 31, 2006
remained unchanged.



F-80



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|27. | SEGMENT INFORMATION (continued)
|--- | -------------------------------



|                                        |  |                            |         |                            |   |        
|--------------------------------------- |  | -------------------------- | ------- | -------------------------- | - | -------
|                                        |  | Year endedDecember 31,2005 |         | Year endedDecember 31,2006
|Segment assets:                         |  |                            |         |                            |   |        
|Software                                |  | $                          | 88,497  |                            | $ | 294,511
|Business Services                       |  |                            | 18,145  |                            |   | 106,694
|Mobile Services and Applications        |  |                            | 32,551  |                            |   | 130,320
|Internet and Media                      |  |                            | 9,862   |                            |   | 23,163 
|CDC Games                               |  |                            |        |                            |   | 83,590 
|                                        |  |                            |         |                            |   |        
|                                        |  |                            | 149,055 |                            |   | 638,278
|Corporate and other unallocated amounts |  |                            | 483,977 |                            |   | 219,155
|                                        |  |                            |         |                            |   |        
|Total consolidated assets               |  | $                          | 633,032 |                            | $ | 857,433
|                                        |  |                            |         |                            |   |        

The Companys segment information by geographical segment is as follows.
Revenues are attributed to countries based on the location of customers.



|                                          |  |                            |         |                            |   |                            |  |   |        
|----------------------------------------- |  | -------------------------- | ------- | -------------------------- | - | -------------------------- |  | - | -------
|                                          |  | Year endedDecember 31,2004 |         | Year endedDecember 31,2005 |   | Year endedDecember 31,2006
|Segment revenues from external customers: |  |                            |         |                            |   |                            |  |   |        
|                                          |  |                            |        
|North America                             |  | $                          | 59,830  |                            | $ | 100,987                    |  | $ | 129,537
|Europe, Middle East and Africa (EMEA)   |  |                            | 50,033  |                            |   | 63,805                     |  |   | 81,612 
|Asia-Pacific                              |  |                            | 71,912  |                            |   | 75,927                     |  |   | 98,379 
|Others                                    |  |                            | 677     |                            |   | 4,155                      |  |   |        
|                                          |  |                            |         |                            |   |                            |  |   |        
|Total consolidated revenues               |  | $                          | 182,452 |                            | $ | 244,874                    |  | $ | 309,528
|                                          |  |                            |         |                            |   |                            |  |   |        



|                                     |  |                            |        |   |                            |   |        
|------------------------------------ |  | -------------------------- | ------ | - | -------------------------- | - | -------
|                                     |  | Year endedDecember 31,2005 |        |   | Year endedDecember 31,2006
|Segment long-lived assets:           |  |                            |        |   |                            |   |        
|                                     |  |                           
|North America                        |  | $                          | 57,022 |   |                            | $ | 67,683 
|EMEA                                 |  |                            | 1,780  |   |                            |   | 12,907 
|Asia-Pacific                         |  |                            | 21,676 |   |                            |   | 33,019 
|Others                               |  |                            | (678   | ) |                            |   |       
|                                     |  |                            |        |   |                            |   |        
|Total consolidated long-lived assets |  | $                          | 79,800 |   |                            | $ | 113,609
|                                     |  |                            |        |   |                            |   |        



F-81



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|28. | SUBSEQUENT EVENTS
|--- | -----------------

BBMF Senior
Secured Loan Agreement. In January 2007, the Company entered into a senior secured loan agreement with BBMF pursuant to which the Company provided a $3,000 loan to BBMF, for working capital purposes and to accelerate the business expansion
of BBMF (Note 15).

Respond Group Ltd.(Respond). In February 2007, the Company acquired 100% of
the shares of Respond, a provider of enterprise class complaints, feedback and customer service solutions. Under the terms of the share purchase agreement, the Company paid approximately $15,000 at closing, subject to various adjustments. In
addition, the Company agreed to pay up to a maximum of $14,000 of additional consideration based upon 2007, 2008 and 2009 revenues. Revenues must exceed $12,000 during each annual period for any additional consideration to be payable for that
period. Any additional consideration will be paid in the form of cash. The additional compensation payments are subject to holdback in the event of breaches of representations and warranties, and various other adjustments.

SaratogaSystems Inc. (Saratoga).In April 2007, the Company entered into an agreement to acquire through
a merger Saratoga, a provider of enterprise CRM and wireless CRM applications. Under the terms of the agreement, the Company agreed to pay not more than $35,000 in cash in connection with the merger, with $30,000 paid at closing and $5,000 placed
into escrow for an 18 month period and subject to holdback in the event of breaches of representations and warranties and various other adjustments.

Vectra Corporation (Vectra).In May 2007, a subsidiary of the Company, completed the acquisition of a majority interest in Vectra, a provider of information security consulting services, managed
services and enterprise security solutions. Under the terms of a share purchase agreement, the Company paid approximately $144 in cash at closing for such majority interest in Vectra.

CDC Games Studio. In March 2007, the Company formed CDC Games Studio which represented an expansion of an online games developer
program announced in August 2006. CDC Games Studio seeks to make strategic investments with selected game developers and also support emerging game developers with the resources they need to develop innovative new games. CDC Games Studio seeks to
attract talented games development companies around the world, including in Korea, the U.S., Europe and the PRC, which may already have operations in the PRC or are seeking to relocate or expand into the PRC to take advantage of the market demand
for new games, talent in the PRC available for games development and tax incentives available to companies developing games for domestic distribution as well as for export. CDC Games Studio looks to fund the creation of new online games, as well as
acquire rights to develop game titles in the PRC, with the goal of publishing and distributing them on a global scale. As of March 31, 2007, CDC Games has entered into definitive agreements for three investments under this program.



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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|28. | SUBSEQUENT EVENTS (continued)
|--- | -----------------------------



| |  |  | Gorilla Banana Entertainment Corp. (Gorilla Banana). In December 2006, the Company entered into a subscription agreement pursuant to which it
agreed to make an investment of $1,600, payable in two installments, in Gorilla Banana, an independent online games development company in Korea. This investment, which was subject to certain regulatory approvals, was closed, and consideration was
exchanged, upon receipt these required approvals in first quarter of 2007. In connection with this investment, the Company acquired a minority equity stake in Gorilla Banana and options to increase its minority stake in Gorilla Banana during the 18
month period following closing. Furthermore, the Company also acquired the exclusive right to distribute Gorilla Bananas game, Red Blood, based on a popular comic book series in Korea, in India and the PRC, in exchange for the payment of a
royalty on gross revenues the Company may receive for this game. In addition, the Company also entered into a shareholders agreement with the existing shareholders of Gorilla Banana pursuant to which the parties agreed to certain uses of
funding, preemptive and maintenance rights, rights of first refusal, restrictions on share transfers and sales, board representation rights, information rights and other matters. The founders and executives of Gorilla Banana are experienced
developers and executives, including former game directors at NCsoft, one of the largest online game publishers in South Korea, the founding chairman of the Korea Game Developers Association from 1999 to 2005, and former executives at Grigon
Entertainment.
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| |  |  | Auran. In March 2007, the Company entered into a subscription agreement pursuant to which it made an investment of approximately $3,000 in Auran, a leading
developer of online games in Australia. In connection with this investment, the Company acquired a minority equity stake in Auran and options to increase its minority stake in Auran during the 6 month period following closing. Under the
Companys agreements with Auran, it paid approximately $1,500 in cash at closing in exchange for 50% of its minority stake and is required to pay, in exchange for the final 50% of its minority stake, approximately $1,500 within 15 days of the
occurrence of Open Beta testing (as defined therein) for Fury. The Company also entered into: (i) a facilitation agreement pursuant to which it obtained rights to receive, for a period of 8 years from the Effective Date (as defined therein) a
percentage of net revenues received by Auran relating to its online game, Fury, which is being developed, or any XBLA game (Microsofts Xbox Live Arcade) developed by Auran, in exchange for the Company providing certain advisory services to
Auran; and (ii) a shareholders agreement with the existing shareholders of Auran pursuant to which the parties agreed to certain uses of funding, restrictions on share issuances and transfers, pre-emptive rights, rights of first refusal,
board representation rights, information rights and other matters. Fury is an innovative game that blends MMORPG and FPS (first person shooter) genres.
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##### Table of Contents

##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands U.S. dollars, except share and per share data)



|28. | SUBSEQUENT EVENTS (continued)
|--- | -----------------------------



| |  |  | MGame Corporation (MGame). In March 2007, the Company entered into a subscription agreement pursuant to which it made an investment of
approximately $5,000 in MGame, one of South Koreas leading developers of online games, including the Companys current game, Yulgang. In connection with this investment, the Company acquired a minority equity stake in MGame, for which it
paid MGame $5,000 at closing. The Company also obtained rights relating to its access to information on MGame, observation rights on MGames board of directors, pre-emptive and anti-dilution rights, as well as a right for the Company to consent
prior to the issuance of new debt by MGame over certain monetary thresholds. Additionally, in March 2007, the Company entered into an exclusive game license agreement with MGame pursuant to which the Company received exclusive rights to distribute
the simplified Chinese version of MGames next MMORPG, Wind Forest Fire Mountain, in the PRC (including Hong Kong and Macau) until 2010. In consideration thereof, the Company will make cash payments to MGame totaling $5,000 within one year.
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