##### Table of Contents

##### Index to Financial Statements





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 20-F







| ̈ | 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, 2007.

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 registered or to be registered pursuant to Section 12(b) 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, 2008
|Class A common shares |  | 106,992,519                            





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

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 basis of accounting the
registrant has used to prepare the financial statements included in this filing.

U.S. GAAP  x    International Financial Reporting Standards   ̈    Other   ̈

If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has
elected to follow.

 ̈  Item 17     ̈  Item 18

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
|PART I.    |  | 1        
|           |  |           | 
|           |  | Item 1.   |  | Identity of Directors, Senior Management and Advisors                        |  | 6   
|           |  |           | 
|           |  | Item 2.   |  | Offer Statistics and Expected Timetable                                      |  | 6   
|           |  |           | 
|           |  | Item 3.   |  | Key Information                                                              |  | 6   
|           |  |           | 
|           |  | Item 4.   |  | Information on the Company                                                   |  | 52  
|           |  |           | 
|           |  | Item 4A.  |  | Unresolved Staff Comments                                                    |  | 93  
|           |  |           | 
|           |  | Item 5.   |  | Operating and Financial Review and Prospects                                 |  | 94  
|           |  |           | 
|           |  | Item 6.   |  | Directors, Senior Management and Employees                                   |  | 139 
|           |  |           | 
|           |  | Item 7.   |  | Major Shareholders and Related Party Transactions                            |  | 161 
|           |  |           | 
|           |  | Item 8.   |  | Financial Information                                                        |  | 164 
|           |  |           | 
|           |  | Item 9.   |  | The Offer and Listing                                                        |  | 165 
|           |  |           | 
|           |  | Item 10.  |  | Additional Information                                                       |  | 166 
|           |  |           | 
|           |  | Item 11.  |  | Quantitative and Qualitative Disclosures About Market Risk                   |  | 182 
|           |  |           | 
|           |  | Item 12.  |  | Description of Securities Other Than Equity Securities                       |  | 185 
|           | 
|PART II.   |  |          
|           |  |           | 
|           |  | Item 13.  |  | Defaults, Dividend Arrearages and Delinquencies                              |  | 186 
|           |  |           | 
|           |  | Item 14.  |  | Material Modifications to the Rights Of Security Holders and Use of Proceeds |  | 186 
|           |  |           | 
|           |  | Item 15.  |  | Controls and Procedures                                                      |  | 186 
|           |  |           | 
|           |  | Item 15T  |  | Controls and Procedures                                                      |  | 191 
|           |  |           | 
|           |  | Item 16.  |  | [Reserved]                                                                   |  | 191 
|           |  |           | 
|           |  | Item 16A. |  | Audit Committee Financial Expert                                             |  | 191 
|           |  |           | 
|           |  | Item 16B. |  | Code of Ethics                                                               |  | 191 
|           |  |           | 
|           |  | Item 16C. |  | Principal Accountant Fees and Services                                       |  | 192 
|           |  |           | 
|           |  | Item 16D. |  | Exemptions from the Listing Standards for Audit Committees                   |  | 192 
|           |  |           | 
|           |  | Item 16E. |  | Purchases of Equity Securities by the Issuer and Affiliated Purchasers       |  | 193 
|           | 
|PART III.  |  |          
|           |  |           | 
|           |  | Item 17.  |  | Financial Statements                                                         |  | 194 
|           |  |           | 
|           |  | Item 18.  |  | Financial Statements                                                         |  | 194 
|           |  |           | 
|           |  | Item 19.  |  | Exhibits                                                                     |  | 194 
|           | 
|SIGNATURES |  |          



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PART I.

General Introduction

In April 2005, we changed our name from chinadotcom corporation to
CDC Corporation. Concurrently, in April 2005, our then 81%-owned subsidiary listed on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, changed its name from hongkong.com Corporation to China.com
Inc. Throughout this Annual Report, we use the new names of these companies.

Furthermore:



| |  |  | All references herein to China.com refer to China.com Inc. and its subsidiaries, as applicable.
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | In this Annual Report, except as otherwise specified, all references to we, us, our, the Company or CDC
refer to CDC Corporation and our consolidated subsidiaries.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In this Annual Report, any reference to US GAAP means the United States generally accepted accounting principles. The consolidated financial statements
provided herein have been prepared in accordance with US GAAP.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Unless indicated otherwise, any reference to U.S.$, US$, or $ is to United States dollars.
| | - |  | ------------------------------------------------------------------------------------------------

Several of our affiliated entities and subsidiaries have been organized under the laws of the Peoples Republic of China (the PRC or
Greater China) with Chinese names and do not have official English names. Some of these entities which are organized under the laws of the PRC are referred to in this Annual Report with their English names, such as Beijing Newpalm
Technology Co., Ltd., Beijing Wisecom Technology Co., Ltd., Beijing China.com Technology Services Co., Ltd., Beijing He He Technology Co., Ltd., and Shenzhen KK Technology Ltd. and Beijing TimeHeart Information Technology Limited for Timeheart. We
have occasionally referred to these entities in our contracts, other arrangements and audited financial statements as Beijing Newpalm Information Technology Co., Ltd., or Beijing Newpalm, Beijing Wisecom Information Technology Co., Ltd., or Beijing
Wisecom, Beijing China Net Communication Technology Service Ltd,, or Beijing China.com, Beijing He He Technology Co., Ltd., or Beijing He He, Shenzhen KK Technology Ltd. and Beijing TimeHeart Information Technology Limited, or Beijing TimeHeart.

References in this Annual Report to Xinhua are to Xinhua News Agency.

CDC Software Factory, CDC Global Services, CDC MarketFirst, CDC Supply
Chain, Respond Centerpoint®, Saratoga CRM, and The Customer Driven Company are trademarks of CDC Corporation and/or its subsidiaries or affiliates. All other trade names,
trademarks or service marks appearing in this Annual Report are the property of their respective owners and not the property of CDC Corporation or any of its subsidiaries or affiliates.

Forward-Looking Statements

This Annual Report contains certain forward-looking
statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, and Section 21E of the Securities Exchange Act of 1934, as amended, about us and our subsidiaries that are subject to risks and
uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward looking statements. Forward looking statements may be identified by the use of words such as may,
will, expect, anticipate, intend, estimate, plan, continue, or believe or other words of similar meaning or future or conditional verbs such as
should, would and could. Forward-looking statements include, among other things, discussions of our expected business outlook, future operations, financial performance, pending acquisitions, financial strategies,
future working capital needs and projected industry trends, as well as our strategies for growth, product development, regulatory approvals and compliance, market position and expenditures.

Forward-looking statements are only predictions and are not guarantees of performance. Forward-looking statements are based on current expectations of
future events and are based on our current views and



1



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assumptions regarding future events and operating performance. These assumptions could prove inaccurate, or unknown risks or uncertainties could materialize,
which could cause our actual results to differ materially from our expectations or predictions. Many of these factors are beyond our ability to control or predict.

We have made forward-looking statements concerning the following, among others:



| |  |  | our goals and strategies in each of our present and target markets, and our plans for expansion;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | our competitive strengths in each of our present and target markets, including our competitive advantages, strengths and opportunities in emerging growth and other
geographic markets;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | expectations and targets for our results of operations;
| | - |  | -------------------------------------------------------



| |  |  | our business prospects;
| | - |  | -----------------------



| |  |  | our beliefs regarding our sales and distribution networks, the outcome of litigation matters and our compliance with all applicable regulations and policies;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our business prospects and the results of our strategic partnerships;
| | - |  | ---------------------------------------------------------------------



| |  |  | our development capabilities and our ability to build and maintain relationships with licensors;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | the expected growth of the enterprise software, online games and internet and media markets, and the expectations of the customers and consumers in these
industries;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the pace of change in the enterprise software, online games, internet and media markets, and the need for research and development;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | the demand for, and utility, flexibility and characteristics of, our enterprise software, online games, internet and media products and services;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our relationships with our present and future customers, as well as our cross-selling opportunities; and
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | our acquisition and expansion strategy.
| | - |  | ---------------------------------------

These statements are based on managements current expectations and are subject to risks and uncertainties and changes in circumstances. Factors that could cause actual results to differ materially from those anticipated in the forward
looking statements include, but are not limited to, risks associated with the following:

Factors Relating to our Overall Business and International
Operations



| |  |  | our ability to operate in markets in which we lack experience and have a limited operating history;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | our ability to achieve and/or sustain sufficient revenue growth, effectively manage our internal restructuring objectives, continue to expand through acquisitions,
integrate the operations of the various businesses we have acquired, and manage our exposure to increased regulatory and other risks in domestic and foreign jurisdictions;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to grow our businesses organically in the future, manage distinct business segments several of which are quite disparate in, among other things,
purpose, scope and location, manage costs, particularly as a result of our past and present acquisition strategy, adapt to a rapidly changing operating environment, remediate existing, and avoid experiencing future, material weaknesses in our
internal controls over financial reporting, access funds and manage revenue and expense fluctuations;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to access capital in the future;
| | - |  | --------------------------------------------



2



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| |  |  | uncertain social, economic and political climate in Asia, the U.S. and throughout the rest of the world, and the possibility that such climate may deteriorate; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increased global competition in all of our business segments.
| | - |  | -------------------------------------------------------------

Factors Relating to our Enterprise Software and Global Services Businesses



| |  |  | the development and licensing of software in general, including potential delays in software development and technical difficulties that may be encountered in the
development or use of our software;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the development of new software technologies and applications or services affecting our current and future business;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to efficiently expand or restructure our software sales organization;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | our ability to take advantage of opportunities to market and sell our enterprise software products and services to customers directly and through distribution
channels and business partners in emerging markets;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to maintain and manage our contracts with our business services and other customers, as well as our ability to manage risks efficiently, successfully
develop, market and sell enterprise software products for specific targeted vertical industries, offer high quality services and support, and protect intellectual property rights for our software products; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to accurately estimate the costs of our global services engagements which are billed on a fixed price basis.
| | - |  | ------------------------------------------------------------------------------------------------------------------------

Factors Relating to our Online Games Business



| |  |  | the distribution, development and licensing of online games generally, including potential delays in software development and technical difficulties that may be
encountered in the development of online games we may distribute;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our dependence on three online games for substantially all of our online games revenue;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | our ability to maintain and build relationships with our current and potential future licensors of online games, correctly identify and implement our growth
strategies, license or develop and launch new games, and manage the effects thereof on our existing game or games, detect and avoid programming errors, avoid piracy of our online games and adapt to changes in applicable regulations and consumer
tastes;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the development of new networking technologies and online games which affect our current and future business;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | the future growth of the online games market in the PRC and other countries;
| | - |  | ----------------------------------------------------------------------------



| |  |  | our ability to efficiently expand or restructure our distribution network, take advantage of opportunities to market the online games we license and distribute to
customers directly and through distribution channels and business partners, and protect intellectual property rights for any of the online games we develop or license; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to accurately estimate the costs of marketing, distributing and operating any online games we offer.
| | - |  | ----------------------------------------------------------------------------------------------------------------



3



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Factors Relating to our China.com Businesses



| |  |  | our ability to obtain accurate and timely information regarding customer usage levels, manage the effects of network transmission failures, satisfy customers and
the mobile network operators, avoid sanctions and penalties by regulators and the mobile network operators, effectively compete, and avoid competition with the mobile network operators and obtain content from third parties;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to maintain up-to-date datasets in our database marketing business; and
| | - |  | -----------------------------------------------------------------------------------



| |  |  | our ability to survive changes in political, economic, legal and social environment in the PRC, including the Chinese governments specific policies with
respect to foreign investment in the telecommunications, internet and online games industries, economic growth, inflation, foreign exchange and the availability of credit.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Factors Relating to our Online Games and China.com Segments as a Result of Conducting Operations in the Peoples Republic of China



| |  |  | our ability to manage risks relating to content which we may provide or communicate, or which may be provided, displayed or communicated by third parties;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the governmental control of currency conversion and exchange rates;
| | - |  | -------------------------------------------------------------------



| |  |  | our contractual arrangements with our PRC-related entities, which may be difficult or impossible to enforce or may not be compliant with all applicable laws, rules
and regulations; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to comply and maintain compliance with all applicable licensing, regulatory and business requirements, including, without limitation, tax and insurance
regulations.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Factors Relating to our Intellectual Property, Personnel, Technology and Network



| |  |  | our ability to adequately protect or enforce our intellectual property rights through litigation or other means, to use our intellectual property free of
infringement by third parties, and our ability to avoid infringing others intellectual property;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the ability of our licensors to avoid infringement claims by third parties;
| | - |  | ---------------------------------------------------------------------------



| |  |  | our ability to attract and maintain key and skilled employees, and our ability to provide adequate compensations and incentives for them;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | product liability claims; and
| | - |  | -----------------------------



| |  |  | hacking, viruses, spamming and other disruptions by third parties, as well as the risk of illegal game servers, software and hardware systems failures, service
interruptions, and the dependability of the internet and telecommunications infrastructure in the PRC.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Factors Relating to our
Class A Common Shares



| |  |  | major and strategic shareholders, whose interests may differ from those of our other shareholders, substantially changing their holdings of our common shares;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the continued volatility of the market price for our common shares;
| | - |  | -------------------------------------------------------------------



| |  |  | the potential effect of our outstanding senior exchangeable convertible notes on our business, financial position and the market price of our common shares;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



4



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| |  |  | our status as a foreign private issuer and the regulations applicable to us relating to our foreign private issuer status, as well as our PFIC and investment
company status and changes thereto;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the potential dilutive effect of any potential issuance of a large number of additional shares that we may make; and
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | risks relating to a shareholders ability to enforce its rights against us and our officers and directors since we are a Cayman Islands company.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------

All forward looking statements contained in this Annual Report are based upon information available to management as of
the date of this Annual Report, and you are cautioned not to place undue reliance on any forward looking statements which speak only as of the date of this Annual Report. We assume no obligation to update or alter the forward-looking statements made
herein whether as a result of new information, future events or otherwise. You should read these statements in conjunction with the risk factors disclosed under in Item 3.D., Key Information, Risk Factors in this Annual Report.



5



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| | ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
| | ------- | -----------------------------------------------------

Not applicable.



| | ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE
| | ------- | ---------------------------------------

Not
applicable.



| | ITEM 3. | KEY INFORMATION
| | ------- | ---------------



|A. | Selected Financial Data
|-- | -----------------------

The following selected
consolidated financial data of CDC and our subsidiaries should be read in conjunction with our consolidated balance sheets as of December 31, 2006 and 2007, and the related consolidated statements of operations, cash flows and
shareholders equity for the three years ended December 31, 2005, 2006 and 2007 and the notes thereto, together referred to as the Consolidated Financial Statements, included in Item 18, Financial Statements, and the information included
in Item 5, Operating and Financial Review and Prospects. The Consolidated Financial Statements have been prepared and presented in accordance with US GAAP.

For the year ended December 31, 2007, we reported operating results in five business segments, Software, Global Services, CDC Games, China.com, and Mobile Services
and Applications. During 2005 we reorganized our business into two core business units, CDC Software and China.com, and during 2006 we further reorganized our business to add a third core business unit, CDC Games. The operations of Software
and Global Services are included in the CDC Software business unit, the operations of CDC Games are included in the CDC Games business unit, and the operations of Mobile Services and Applications and China.com are included in the China.com business
unit in all years presented. See Note 22  Segment Information in Item 18, Financial Statements for additional disclosure of segment information.

During 2004 and 2005, we discontinued the operations of certain of our subsidiaries. The operating results of the discontinued operating units were retroactively reclassified as a loss from operations of discontinued
subsidiaries, net of tax, in all periods presented in this Annual Report.

The following selected consolidated financial data of CDC and
our subsidiaries is derived from our audited financial data, after adjustment for the reclassification of discontinued operations and segment reporting for the years ended December 31, 2005, 2006 and 2007.



6



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|                                                                           |  |                                                 |             |   |      |   |             |      |  |   |             |   |  |      |             |   |  |   |             |  
|-------------------------------------------------------------------------- |  | ----------------------------------------------- | ----------- | - | ---- | - | ----------- | ---- |  | - | ----------- | - |  | ---- | ----------- | - |  | - | ----------- | -
|CONSOLIDATED INCOME STATEMENT DATA:                                        |  | Year ended December 31,                         |            
|                                                                           |  | (in thousands, except share and per share data) |            
|                                                                           |  | 2003                                            |             |   | 2004 |   |             | 2005 |  |   | 2006        |   |  | 2007 |            
|Revenue:                                                                   |  |                                                 |             |   |      |   |             |      |  |   |             |   |  |      |             |   |  |   |             |  
|CDC Software                                                               |  | $                                               | 53,368      |   |      | $ | 150,575     |      |  | $ | 201,490     |   |  | $    | 240,821     |   |  | $ | 349,037     |  
|China.com                                                                  |  |                                                 | 24,483      |   |      |   | 31,877      |      |  |   | 43,384      |   |  |      | 41,927      |   |  |   | 19,751      |  
|CDC Games                                                                  |  |                                                 |            |   |      |   |            |      |  |   |            |   |  |      | 26,780      |   |  |   | 33,596      |  
|                                                                           |  |                                                 |             |   |      |   |             |      |  |   |             |   |  |      |             |   |  |   |             |  
|                                                                           |  |                                                 | 77,851      |   |      |   | 182,452     |      |  |   | 244,874     |   |  |      | 309,528     |   |  |   | 402,384     |  
|                                                                           |  |                                                 |             |   |      |   |             |      |  |   |             |   |  |      |             |   |  |   |             |  
|Cost of Revenue:                                                           |  |                                                 |             |   |      |   |             |      |  |   |             |   |  |      |             |   |  |   |             |  
|CDC Software                                                               |  |                                                 | (32,899     | ) |      |   | (74,801     | )    |  |   | (95,238     | ) |  |      | (119,732    | ) |  |   | (182,961    | )
|China.com                                                                  |  |                                                 | (6,209      | ) |      |   | (7,916      | )    |  |   | (18,711     | ) |  |      | (17,099     | ) |  |   | (9,040      | )
|CDC Games                                                                  |  |                                                 |            |   |      |   |            |      |  |   |            |   |  |      | (10,631     | ) |  |   | (20,108     | )
|                                                                           |  |                                                 |             |   |      |   |             |      |  |   |             |   |  |      |             |   |  |   |             |  
|                                                                           |  |                                                 | (39,108     | ) |      |   | (82,717     | )    |  |   | (113,949    | ) |  |      | (147,462    | ) |  |   | (212,109    | )
|                                                                           |  |                                                 |             |   |      |   |             |      |  |   |             |   |  |      |             |   |  |   |             |  
|Gross profit                                                               |  |                                                 | 38,743      |   |      |   | 99,735      |      |  |   | 130,925     |   |  |      | 162,066     |   |  |   | 190,275     |  
|                                                                           |  |                                                 |             |   |     
|Sales and marketing expenses                                               |  |                                                 | (609        | ) |      |   | (4,067      | )    |  |   | (47,611     | ) |  |      | (59,313     | ) |  |   | (76,513     | )
|Research and development expenses                                          |  |                                                 |            |   |      |   | (13,825     | )    |  |   | (22,788     | ) |  |      | (19,981     | ) |  |   | (23,836     | )
|General and administrative expenses                                        |  |                                                 | (30,997     | ) |      |   | (76,259     | )    |  |   | (56,608     | ) |  |      | (64,548     | ) |  |   | (93,531     | )
|Amortization expenses                                                      |  |                                                 | (6,829      | ) |      |   | (8,919      | )    |  |   | (6,084      | ) |  |      | (8,315      | ) |  |   | (12,657     | )
|Restructuring and other charges                                            |  |                                                 |            |   |      |   | (3,760      | )    |  |   | (1,667      | ) |  |      | (6,274      | ) |  |   | (11,258     | )
|Goodwill impairment                                                        |  |                                                 |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   | (71,096     | )
|                                                                           |  |                                                 |             |   |      |   |             |      |  |   |             |   |  |      |             |   |  |   |             |  
|Total operating expenses                                                   |  |                                                 | (38,435     | ) |      |   | (106,830    | )    |  |   | (134,758    | ) |  |      | (158,431    | ) |  |   | (288,891    | )
|                                                                           |  |                                                 |             |   |      |   |             |      |  |   |             |   |  |      |             |   |  |   |             |  
|Operating income (loss)                                                    |  |                                                 | 308         |   |      |   | (7,095      | )    |  |   | (3,833      | ) |  |      | 3,635       |   |  |   | (98,616     | )
|                                                                           |  |                                                 |             |   |      |   |             |      |  |   |             |   |  |      |             |   |  |   |             |  
|Other income, net                                                          |  |                                                 | 16,345      |   |      |   | 6,988       |      |  |   | 6,735       |   |  |      | 12,579      |   |  |   | (14,118     | )
|                                                                           |  |                                                 |             |   |      |   |             |      |  |   |             |   |  |      |             |   |  |   |             |  
|Income (loss) before income taxes                                          |  |                                                 | 16,653      |   |      |   | (107        | )    |  |   | 2,902       |   |  |      | 16,214      |   |  |   | (112,734    | )
|Income tax benefit (expenses)                                              |  |                                                 | 448         |   |      |   | (3,375      | )    |  |   | (4,957      | ) |  |      | (3,062      | ) |  |   | (10,850     | )
|                                                                           |  |                                                 |             |   |      |   |             |      |  |   |             |   |  |      |             |   |  |   |             |  
|Income (loss) before minority interests                                    |  |                                                 | 17,101      |   |      |   | (3,482      | )    |  |   | (2,055      | ) |  |      | 13,152      |   |  |   | (123,584    | )
|Minority interests in losses (income) of consolidated subsidiaries         |  |                                                 | (2,257      | ) |      |   | (925        | )    |  |   | (1,409      | ) |  |      | (2,312      | ) |  |   | 18,551      |  
|                                                                           |  |                                                 |             |   |      |   |             |      |  |   |             |   |  |      |             |   |  |   |             |  
|Income (loss) from continuing operations                                   |  |                                                 | 14,844      |   |      |   | (4,407      | )    |  |   | (3,464      | ) |  |      | 10,840      |   |  |   | (105,033    | )
|Discontinued operations:                                                   |  |                                                 |             |   |      |   |             |      |  |   |             |   |  |      |             |   |  |   |             |  
|Loss from operations of discontinued subsidiaries, net of tax              |  |                                                 | 924         |   |      |   | (1,560      | )    |  |   | (50         | ) |  |      |            |   |  |   |            |  
|                                                                           |  |                                                 |             |   |      |   |             |      |  |   |             |   |  |      |             |   |  |   |             |  
|Net income (loss)                                                          |  | $                                               | 15,768      |   |      | $ | (5,967      | )    |  | $ | (3,514      | ) |  | $    | 10,840      |   |  | $ | (105,033    | )
|                                                                           |  |                                                 |             |   |      |   |             |      |  |   |             |   |  |      |             |   |  |   |             |  
|Basic and diluted earnings (loss) per share from continuing operations (1) |  | $                                               | 0.14        |   |      | $ | (0.04       | )    |  | $ | (0.03       | ) |  | $    | 0.10        |   |  | $ | (0.98       | )
|Basic and diluted earnings (loss) per share (1)                            |  | $                                               | 0.15        |   |      | $ | (0.06       | )    |  | $ | (0.03       | ) |  | $    | 0.10        |   |  | $ | (0.98       | )
|Weighted average number of shares:                                         |  |                                                 |             |   |      |   |             |      |  |   |             |   |  |      |             |   |  |   |             |  
|Basic                                                                      |  |                                                 | 100,532,594 |   |      |   | 105,898,392 |      |  |   | 111,085,657 |   |  |      | 107,950,544 |   |  |   | 107,160,474 |  
|Diluted                                                                    |  |                                                 | 103,199,421 |   |      |   | 105,898,392 |      |  |   | 111,085,657 |   |  |      | 109,079,391 |   |  |   | 107,160,474 |  



|(1) | The computation of diluted earnings (loss) per share did not assume the conversion of the Companys warrants for 2003 and its stock options for 2004, 2005 and 2007 because
their inclusion would have been anti-dilutive due to the required two class method of fully diluted per share used by the Company. 2,263,642 and 16,200,579 weighted average shares related to the convertible notes were not included in the 2006 and
2007 diluted earnings per share calculations, respectively, because to do so would have been antidilutive.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                       |  |                                   |         |      |   |         |  |      |         |      |   |         |  |   |        
|-------------------------------------- |  | --------------------------------- | ------- | ---- | - | ------- |  | ---- | ------- | ---- | - | ------- |  | - | -------
|CONSOLIDATED BALANCE SHEET DATA:       |  | As of December 31,               
|                                       |  | (in thousands, except share data)
|                                       |  | 2003                              |         | 2004 |   | 2005    |  | 2006 |         | 2007
|Cash and cash equivalents              |  | $                                 | 55,508  |      | $ | 110,206 |  | $    | 93,719  |      | $ | 223,548 |  | $ | 142,218
|Restricted cash                        |  |                                   | 238     |      |   | 3,886   |  |      | 1,886   |      |   | 1,996   |  |   | 9,066  
|Available-for-sale debt securities (1) |  |                                   | 282,145 |      |   | 104,159 |  |      | 115,881 |      |   | 122,914 |  |   | 74,595 
|Working capital (2)                    |  |                                   | 270,451 |      |   | 177,602 |  |      | 75,447  |      |   | 240,878 |  |   | 152,660
|Total assets                           |  |                                   | 553,074 |      |   | 677,946 |  |      | 619,326 |      |   | 857,433 |  |   | 803,601
|Total Debt (3)                         |  |                                   | 26,826  |      |   | 63,781  |  |      | 26,249  |      |   | 186,636 |  |   | 208,797
|Total shareholders equity             |  |                                   | 395,701 |      |   | 449,976 |  |      | 446,705 |      |   | 454,623 |  |   | 358,824



|(1) | Available-for-sale debt and equity securities include short and long-term available-for-sale debt and equity securities.
|--- | ------------------------------------------------------------------------------------------------------------------------

|(2) | Working capital represents current assets less current liabilities.
|--- | -------------------------------------------------------------------

|(3) | Total debt includes short and long term bank loans, convertible notes and related embedded derivatives.
|--- | -------------------------------------------------------------------------------------------------------



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|B. | Capitalization and Indebtedness
|-- | -------------------------------

Not applicable.



|C. | Reasons for the Offer and Use of Proceeds
|-- | -----------------------------------------

Not
applicable.



|D. | Risk Factors
|-- | ------------

Investing in our common stock
involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with other information included or incorporated by reference in this Annual Report in your decision as to whether or not to
invest in our common stock. If any of the following risks or uncertainties actually occurs, our business, financial condition or results of operations would likely suffer. In that case, the trading price of our common stock could fall, and
you may lose all or part of the money you paid to buy our common stock.

Risks Relating to Our Overall Business

Because our business model and strategy have evolved, we lack experience and have a limited operating history in our new markets and we may not be successful in
meeting the needs of customers in these markets. Our operating results could fall below expectations, resulting in a decrease in our stock price.

We began in June 1997 as a pan-Asian integrated Internet company. Our business model and strategy have evolved with a new focus and goal to be a global company focused on enterprise software and business services
through our CDC Software business unit, on online games through our CDC Games business unit and on internet and media services through our China.com business unit. You will not be able to evaluate our prospects solely by reviewing our past
businesses and results, but should consider our prospects in light of the changes in our business focus. Each of our targeted markets is rapidly changing, and we may not successfully address the challenges in our new lines of business or adapt our
business model and strategy to meet the needs of customers in these markets. If we fail to modify our business model or strategy to adapt to these markets, our business could suffer.

We have incurred losses in prior periods, may incur losses in the future and cannot provide any assurance that we can achieve or sustain profitability.

We have incurred operating losses in three of our last 5 fiscal years and net losses in three of our last 5 fiscal years as follows:



|                        |  |                |        |      |   |        |      |  |   |        |   |      |   |        |  |   |          |  
|----------------------- |  | -------------- | ------ | ---- | - | ------ | ---- |  | - | ------ | - | ---- | - | ------ |  | - | -------- | -
|                        |  | 2003           |        | 2004 |   |        | 2005 |  |   | 2006   |   | 2007 |  
|                        |  | (in thousands) |       
|Operating income (loss) |  | $              | 308    |      | $ | (7,095 | )    |  | $ | (3,833 | ) |      | $ | 3,635  |  | $ | (98,616  | )
|Net income (loss)       |  | $              | 15,768 |      | $ | (5,967 | )    |  | $ | (3,514 | ) |      | $ | 10,840 |  | $ | (105,033 | )

Our operating losses and net losses may increase in the future, and we may not achieve or sustain
operating profitability or net profitability. We may continue to incur operating losses and post net losses in the future due to several factors, including:



| |  |  | planned acquisition activities related to the growth and development of our three core business units, CDC Software, CDC Games and China.com;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | continuing effects of acquisition-related adjustments including intangible asset amortization, stock compensation and deferred tax expense;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a high level of planned operating expenditures, including costs we expect to incur as a result of our ongoing efforts to comply with the regulations promulgated
under the Sarbanes-Oxley Act of 2002; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increased investment activities related to our new businesses as we seek to achieve organic growth, which may include:
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | increased sales and marketing costs; and
| | - |  | ----------------------------------------



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##### Index to Financial Statements

| |  |  | greater levels of product development expenses.
| | - |  | -----------------------------------------------

In addition, while, from time to time, we have experienced sequential quarterly increases in revenues, we cannot be certain that revenue growth will occur or continue in the future. We may see a reversal of any
sequential growth in quarterly revenues due to several factors, including:



| |  |  | any decisions to dispose of business units, subsidiaries, products or services which we no longer believe to be central to our new business model and strategy,
which would decrease our revenue base;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a substantial portion of our software license revenue is recognized in the last month of a quarter, and often in the last weeks or days of a quarter, which may
result in increased volatility in quarterly revenues if customers decide to defer or cancel orders or implementations, particularly large orders or implementations, from one quarter to the next;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the delay of new software product releases which can result in a customers decision to delay execution of a contract or, for contracts that include the new
software release as an element of the contract, will result in deferral of revenue recognition until such release;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the potential or actual loss of key clients and key personnel;
| | - |  | --------------------------------------------------------------



| |  |  | our failure to increase market awareness of our company, our brands and our products and services; and
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | a slowdown in the U.S., European, Asian and/or other economic markets.
| | - |  | ----------------------------------------------------------------------

These factors could also adversely affect our ability to achieve or sustain profitability. We may not generate sufficient revenue to achieve or sustain
profitability, or that we can sustain or increase profitability on a quarterly or annual basis. Even though our revenue is difficult to predict, we base our decisions regarding our operating expenses on anticipated revenue trends. Many of our
expenses are relatively fixed, and we may not be able to quickly reduce spending in response to lower than expected revenue growth. As a result, revenue shortfalls could result in significantly lower income or result in a greater loss than
anticipated for any given period, which could result in a decrease in our stock price. If revenue does not meet our expectations, or if operating expenses exceed what we anticipate or cannot be reduced accordingly, our business, results of
operations and financial condition will be materially and adversely affected.

Our strategy of expansion through acquisitions or investments has been
and will continue to be costly, may not be effective, and we may realize losses on our investments.

As a key component of our business
and growth strategy, we have acquired and invested in, and may continue to acquire and invest in, companies and assets that we believe will enhance our business model, revenue base, operations and profitability, particularly relating to our strategy
in enterprise software, global services and online games. Our acquisitions and investments have resulted in, and will continue to result in, the use of significant amounts of cash, the incurrence of debt, dilutive issuances of our common shares and
amortization expenses related to certain intangible assets, each of which could materially and adversely affect our business, results of operations and financial condition.

Our continued international acquisitions and investments may expose us to additional regulatory and political risks, and could negatively impact our business prospects.

Our expansion throughout international markets exposes us to the following risks, any of which could negatively impact our business prospects:



| |  |  | adverse changes in regulatory requirements, including export restrictions or controls;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | potentially adverse tax and regulatory consequences;
| | - |  | ----------------------------------------------------



9



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##### Index to Financial Statements

| |  |  | differences in accounting practices and investment requirements;
| | - |  | ----------------------------------------------------------------



| |  |  | different cultures which may be relatively less accepting of our business;
| | - |  | --------------------------------------------------------------------------



| |  |  | difficulties in staffing and managing operations;
| | - |  | -------------------------------------------------



| |  |  | differences and inconsistencies in legal interpretations, laws, rules and regulations;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | greater legal uncertainty and difficulty in complying with such laws and regulations;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | tariffs and other trade barriers;
| | - |  | ---------------------------------



| |  |  | changes in the general economic and investment climate affecting valuations and perception of our business sectors;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | political instability and fluctuations in currency exchange rates; and
| | - |  | ----------------------------------------------------------------------



| |  |  | different seasonal trends in business activities.
| | - |  | -------------------------------------------------

During each of 2003, 2004, 2006 and 2007, we depended more on acquisitions for our increase in revenues than the organic growth of our businesses. We may not be successful in increasing our revenues through organic growth or through
acquisitions and may lose our investment if we do not successfully integrate the businesses we acquire.



| |  |  | During 2003, our acquisitions included the acquisition of Praxa, an Australian information technology outsourcing and professional services organization; the
acquisition of Palmweb Inc. which operates Newpalm, a provider of mobile services and applications in China; and the acquisition of IMI, an international provider of software to the supply chain management sector principally in Europe and the United
States.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During 2004, our acquisitions included the acquisition of Pivotal Corporation, or Pivotal, a customer relationship management (CRM) company focused on mid-sized
enterprises; the acquisition of Group Team Investments Limited, which holds Beijing He He Technology Co. Ltd. which operated Go2joy, a mobile services and applications provider based in Beijing, China; and the acquisition of Ross Systems, Inc., or
Ross, an ERP company focused on the food and beverage, life sciences, chemicals, metals and natural products industries.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During 2006, our acquisitions included a number of enterprise software and business solutions companies, including: c360 Solutions, Inc., a provider of add-in
products and development tools for Microsoft Dynamics CRM platform; MVI Holdings Limited, a real-time performance management solutions provider; DB Professionals, Inc., an outsourced IT support and consulting services provider based in Oregon;
Vis.align, Inc., an enterprise solutions and IT services provider based in Pennsylvania; and OST International, an outsourced IT support and consulting services provider based in Illinois.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During 2007, our acquisitions included Respond Group Limited, an enterprise class complaints, feedback and customer service solutions provider in the U.K.; Saratoga
Systems, an enterprise CRM and wireless CRM applications provider in the U.S.; the assets of PlanTec Pty Ltd and a majority interest in Vectra Corporation, information technology service providers in Australia; Catalyst International, an integrated
supply chain execution solutions and services provider; and Snapdragon Consulting Pty. Ltd., a service provider focused on Microsoft CRM in October 2007.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Between 2003 and 2004, our consolidated net revenues increased 134%, or approximately $104.6 million, from $77.9 million in 2003 to $182.5 million in
2004 primarily due to the acquisitions of Ross, Pivotal, and Go2joy, as well as the inclusion of a full year of results from acquisitions made in 2003. Between 2004 and 2005, our consolidated net revenues increased 34%, or approximately $62.4
million,



10



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##### Table of Contents

##### Index to Financial Statements

from $182.5 million in 2004 to $244.9 million primarily from the inclusion of Ross, Pivotal and Go2joy for the full year in 2005 and increased sales volumes
in certain key products as discussed under the section entitled Results of Operations in Item 5, Operating Financial Review and Prospects. Between 2005 and 2006, our consolidated net revenues increased 26.4% or approximately $64.6
million, from $244.9 million in 2005 to $309.5 million in 2006, primarily as a result of acquisition related activities. Between 2006 and 2007, our consolidated net revenues increased 30% to, or approximately $92.9 million, from $309.5 million to
$402.3 million, primarily as a result of acquisition-related activities.

Our ability to achieve organic growth in our businesses is
subject to a number of risks and uncertainties, including the following:



| |  |  | our investments in sales and marketing, research and development and personnel training could require significant resources and may not ultimately prove successful
in generating organic growth;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we may not be successful in introducing our products and services into new markets, such as the emerging markets, including China and India, targeted by our
Software Group; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our strategy to sell new products to our existing customer base, which has expanded through acquisitions, may not be successful or as profitable as we expect. Our
customers sometimes do not find our other enterprise software applications to be as attractive as the ones they have previously purchased. In addition, the revenues generated from these sales are often less than that of an independent third-party
software supplier.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Although we have experienced revenue growth in the past, primarily due to acquisitions, if we are
unable to achieve organic growth in our businesses, there will be a material and adverse effect on our business, results of operations and financial condition. We cannot assure you that we will be able to achieve organic growth in our business.

As discussed above, from 2004 to 2007, we expanded our operations rapidly, both in size and scope, and during 2008 and in the future need
to integrate, manage and protect our interests in the businesses we acquire. We may experience difficulties in integrating, assimilating and managing the operations, technologies, intellectual property, products and personnel of our acquired
businesses individually and cumulatively, and may need to reorganize or restructure our operations to achieve our operating goals. This may include creating or retaining separate units or entities within each of our operating segments. Our failure
to integrate and manage our acquired businesses successfully could delay the contribution to profit that we anticipate from these acquisitions, and could have a material adverse effect on our business, results of operations and financial condition.

We intend to continue to evaluate and pursue strategic acquisitions. We may incur significant costs in our efforts to engage in strategic transactions
and these expenditures may not result in successful acquisitions. Furthermore, we may be unable to integrate our past or future acquisitions successfully, which could result in increased costs, divert managements attention and materially and
adversely affect our business, results of operations and financial condition.

We intend to continue to evaluate and pursue strategic
acquisitions that can, among other things, broaden our customer base, provide enhanced geographic presence and provide complementary technical and commercial capabilities.

We believe that attractive acquisition candidates currently exist in our target markets for each of our business segments, and we continuously consider a
number of transactions, some of which would be material to our operations and financial condition if consummated. Our ability to complete future acquisitions depends upon a number of factors that are not entirely within our control, including our
ability



11



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##### Table of Contents

##### Index to Financial Statements

to identify suitable acquisition candidates, negotiate acceptable terms, conclude satisfactory agreements and secure financing. We may incur significant
costs arising from our efforts to engage in strategic transactions and these expenditures may not result in the successful completion of acquisitions.

We also may be unable to integrate our past or future acquisitions successfully. In order to realize the benefits anticipated from each acquisition, we need to conform the operational, managerial and financial
controls, procedures and policies between our corporate headquarters and the businesses we have acquired, which may divert managements attention, increase transaction costs and reduce employee morale. Our ability to integrate past and future
acquisitions is subject to a number of risks, including:



| |  |  | our inability to retain and integrate key employees and manage employee morale;
| | - |  | -------------------------------------------------------------------------------



| |  |  | our inability to integrate or combine different corporate cultures;
| | - |  | -------------------------------------------------------------------



| |  |  | our inability to effectively integrate products, research and development, sales, marketing, accounting and finance functions and other support operations;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our inability to maintain focus on our day-to-day operations;
| | - |  | -------------------------------------------------------------



| |  |  | the discovery of unanticipated liabilities or other contingencies that we did not identify during the course of our due diligence investigations;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | potential claims filed by terminated employees or contractors; and
| | - |  | ------------------------------------------------------------------



| |  |  | our inability to adapt to local market conditions and business practices.
| | - |  | -------------------------------------------------------------------------

We could be prevented from, or significantly delayed in, achieving our strategic goals if we are unable to complete strategic transactions or
successfully integrate acquired businesses. Our failure to complete strategic transactions or to integrate and manage acquired businesses successfully may materially and adversely affect our business, results of operations and financial condition.

The process of integrating our acquisitions has required, and will continue to require, significant resources, particularly in light of
potential regulatory requirements and operational demands. Integrating these acquisitions in the past has been time-consuming, expensive and disruptive to our business. This integration process has strained our managerial resources, resulting in the
diversion of these resources from our core business objectives and may do so in the future. Failure to achieve the anticipated benefits of these acquisitions or to successfully integrate the operations of these entities has harmed and could
potentially harm our business, results of operations and cash flows in future periods. Furthermore, we may face other unanticipated costs from our acquisitions, such as disputes involving earn-out and incentive compensation amounts.

We may make additional acquisitions of complementary companies, products or technologies in the future. In addition, we periodically evaluate the
performance of all our products and services and may sell or discontinue current products and services. Failure to achieve the anticipated benefits of any acquisition or divestiture could harm our business, results of operations and cash flows.
Furthermore, we may have to incur debt, write off investments, infrastructure costs or other assets, incur severance liabilities, write off impaired goodwill or other intangible assets or issue equity securities to pay for any future acquisitions.



12



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##### Index to Financial Statements

Rapid growth and a rapidly changing operating environment strain our limited resources.

We have limited operational, administrative and financial resources, which may be inadequate to sustain the growth we want to achieve. As the demands of
our customers change and if our business continues to expand, we will need to increase our investment in our network infrastructure, facilities and other areas of operations. If we are unable to manage our growth and expansion effectively, the
quality of our products and services could deteriorate and our business may suffer. Our future success will depend on, among other things, our ability to:



| |  |  | adapt our products and services and maintain and improve the quality of our products and services;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | continue training, motivating and retaining our existing employees and attract and integrate new employees; and
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | develop and improve our operational, financial, accounting and other internal systems and controls.
| | - |  | ---------------------------------------------------------------------------------------------------

Several of the products and services we offer are quite disparate and have very different uses and functionalities, and it is difficult to discern significant
synergies between and among them, which limits the amount of integration, cost savings and cross-selling we may be able to achieve among our business segments.

We are a global company focused on enterprise software through our CDC Software business unit, on online games through our CDC Games business unit and on internet and media services through our China.com business
unit. Several of our products and services are quite disparate and have very different uses and functionalities. As such, it is difficult to discern significant synergies between and among some of our business segments. For example, our Software
segment focuses on delivering enterprise software applications and related services around the world for enterprise resource planning, supply chain management, customer relationship management, order management systems, human resource management and
business intelligence. Our online Games segment primarily focuses on operating online games for the China market. Because our segments are quite distinct, there may be limits to the amount of integration, cost savings and cross-selling we may be
able to achieve among our business segments.

While as of December 31, 2007, we had cash and cash equivalents of $142.2 million and total
available-for-sale securities of $107.0 million, much of this cash balance is held at our China.com subsidiary, and we have limited ability to use these funds for our benefit or our other subsidiaries outside of the China.com chain of subsidiaries.

As of December 31, 2007, we had cash and cash equivalents of $142.2 million and total available-for-sale securities of $107.0
million. Of such amounts, $92.9 million of the cash and cash equivalents and $63.1 million of the total investments held for trading and available for sale were held at China.com. China.com is a 77% owned subsidiary of ours listed on the Growth
Enterprise Market of the Hong Kong Stock Exchange. Although we have the ability to appoint a majority of the board of directors of China.com, the board of directors of China.com owes fiduciary duties to all of the shareholders of China.com to act in
the best interests of and use the assets of China.com, including the cash and cash equivalents balance and debt securities, for the benefit of such shareholders. As a result, aside from the board of directors of China.com declaring a dividend to its
shareholders for which we would receive a pro rata portion as a 77% shareholder of China.com or a related party inter-company loan or similar transaction from China.com which would likely require the approval of the minority shareholders of
China.com, we have limited ability to transfer or move the cash, cash equivalents, held-for-trading investments and available-for-sale investments balance to us at the parent entity level, or to use the amounts of cash, cash equivalents and
held-for-trading investments and available-for-sale investments balance for the benefit of entities other than China.com and its subsidiaries. Any inability to access funds at China.com may have a material adverse effect on our financial condition.

We have significant fixed operating expenses, which may be difficult to adjust in response to unanticipated fluctuations in revenues, and therefore
could have a material adverse effect on our operations.

A significant part of our operating expenses, particularly personnel, rent,
depreciation and amortization, are fixed in advance of any particular quarter. As a result, an unanticipated decrease in the



13



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##### Table of Contents

##### Index to Financial Statements

number or average size of, or an unanticipated delay in the scheduling for, our engagements may cause significant variations in operating results in any
particular quarter and could have a material adverse effect on operations for that quarter. In the near-term, we believe our costs and operating expenses may increase in certain areas as we fund new initiatives and continue to pay for costs related
to compliance with the Sarbanes-Oxley Act of 2002, mergers and acquisitions and other corporate initiatives we may undertake. Although we intend to strive to keep our costs and operating expenses in the near-term to a level that is in line with our
expected revenue, we may not be able to increase our revenue sufficiently to keep pace with any growth in expenditures.

Because we rely on local
management for many of our localized CDC Software, CDC Games and China.com businesses, our business may be adversely affected if we cannot effectively manage local officers or prevent them from acting in a manner contrary to our interests or failing
to act at our direction.

In connection with our strategy to develop our enterprise software products and services through our CDC
Software business unit, online games through our CDC Games business unit and internet and media services through our China.com subsidiary, we have interests in companies in local markets where we may have limited experience with operating assets and
businesses in such jurisdictions, including enterprise software companies in the United States, Canada and Europe, global services companies in Australia, Korea and the U.S. and online games companies in the U.S., Japan and the PRC. As a result, we
rely on our local management and have limited oversight over these persons. If we cannot effectively manage our local officers and management, or prevent them from acting in a manner contrary to our interests or failing to act at our direction,
these problems could have a material adverse effect on our business, financial condition, results of operations and share price.

We have identified
material weaknesses in our internal control over financial reporting as of December 31, 2006 and 2007. If we are unable to remediate the material weaknesses in our internal control over financial reporting, our ability to report timely and
accurate financial information could be materially and adversely affected.

In connection with the audit of our consolidated financial
statements, we and our independent registered public accounting firm have concluded that material weaknesses existed in our internal control over financial reporting at December 31, 2007. A material weakness is defined as a deficiency or
combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements would not be prevented or detected on a
timely basis. The material weaknesses that existed at December 31, 2007 were noted in the financial statement close and reporting processes, income taxes and treasury management. The primary cause of the material weaknesses was lack of
sufficient personnel in each of these areas with appropriate expertise to ensure proper accounting and treatment in accordance with generally accepted accounting principles.

We cannot be certain that our material weaknesses will be fully remediated by December 31, 2008 because we have not yet fully completed the
implementation or testing of our planned remedial actions and measures. Furthermore, we cannot assure you if or when we will be able to remedy these control deficiencies, that our independent registered public accounting firm will agree with our
assessment that such deficiencies have been fully remediated, or that additional material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. If the control deficiencies we
have identified recur, or if we identify additional deficiencies or fail to implement new or improved controls successfully in a timely manner, we may be unable to issue timely and accurate financial reports and investors could lose confidence in
the reliability of our consolidated financial statements, and such conclusion could negatively impact the trading price of our class A common shares.

If we need to raise additional capital in the future, it may not be available to us on favorable terms, if at all.

We may
require additional capital in the future to pursue potential acquisitions or grow our business organically. We intend to meet our capital requirements through a variety of sources, including accessing the capital markets. If we are unable to obtain
capital on favorable terms, or if we are unable to obtain capital at all, it could have a material and adverse effect on our business, results of operations and financial condition.



14



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##### Index to Financial Statements

Risks Relating to Our International Operations

A large part of our business is international and, as a result, there are a number of factors beyond our control associated with international operations that could materially and adversely affect our business,
results of operations and financial condition.

Approximately 57% and 49% of our total revenues in 2006 and 2007, respectively, were
derived from customers outside of North America. We anticipate that revenues from customers outside the United States will continue to account for a significant portion of our total revenues in the future, particularly as we intend to expand into
targeted emerging markets, such as the PRC. Our operations outside the United States are subject to additional risks, including:



| |  |  | changes in or interpretations of U.S. or foreign law that may materially and adversely affect our ability to sell our products, perform services or repatriate
profits to the United States;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the imposition of tariffs;
| | - |  | --------------------------



| |  |  | hyperinflation or economic or political instability in foreign countries;
| | - |  | -------------------------------------------------------------------------



| |  |  | imposition of limitations on or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | conducting business in places where business practices and customs are unfamiliar and unknown or prohibited by applicable law;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | the imposition of restrictive trade policies, including changes in export restrictions;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | worldwide political conditions;
| | - |  | -------------------------------



| |  |  | the imposition of inconsistent laws or regulations;
| | - |  | ---------------------------------------------------



| |  |  | the imposition or increase of investment requirements and other restrictions by foreign governments;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | difficulty in staffing and managing our operations;
| | - |  | ---------------------------------------------------



| |  |  | different seasonal and other trends in business activities;
| | - |  | -----------------------------------------------------------



| |  |  | longer collection cycles for accounts receivable;
| | - |  | -------------------------------------------------



| |  |  | uncertainties relating to foreign laws and legal proceedings;
| | - |  | -------------------------------------------------------------



| |  |  | having to comply with a variety of U.S. laws, including the Foreign Corrupt Practices Act, anti-boycott and embargo statutes and regulations, some of which are
designed to safeguard U.S. origin technology from the unauthorized export to foreign parties and others which are designed to prevent U.S. persons from transacting business with companies and individuals identified by the federal government as
prohibited countries or parties, violations of which can result in substantial civil and criminal fines as well as temporary or permanent loss in export privileges;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | having to comply with U.S. export control regulations and policies that restrict our ability to communicate with non-U.S. employees and supply foreign affiliates
and customers with products and services;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | restrictions imposed on the export of U.S. technology or goods manufactured in the United States to some jurisdictions requires that may require special U.S. export
authorization; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | adverse determinations or findings by applicable export control authorities restricting our ability to export goods and services.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------

The 2008 Summer Olympics May Impact Our Ability to Provide our Online Games in China.

In preparation for, or in relation to, the upcoming 2008 Summer Olympics to be held in Beijing, regulations may be implemented in China that may affect
our ability to provide our online games and other



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##### Index to Financial Statements

products and services to customers in China. For example, we or our customers may, at times, experience difficulty in accessing the internet. This may make
certain of our operations more difficult and time consuming, and could result in our customers not having access to our games. Additionally, the hours of operation for internet cafes, a significant point of access for customers to our online games,
may be limited or restricted. We cannot be sure of that there will not be disruptions to internet connectivity, distribution systems, transportation, communications or other infrastructure systems in China as a result of the 2008 Summer Olympics.
Additionally, the length and substance of any regulations imposed may vary from province to province and the presence of a large number of foreign visitors in China may also disrupt the conduct of business in China. These factors could have a
material adverse effect on our business, financial position and results of operations.

A change in currency exchange rates could increase our costs
relative to our revenues.

Our revenues, expenses and liabilities are denominated in a number of currencies, including Australian
dollars, British pounds, Canadian dollars, Euros, Chinese Renminbi, South Korean won, Swedish Kronas and U.S. dollars. However, our financial results are reported in U.S. dollars. In the future, we may also conduct business in additional foreign
countries and generate revenues, expenses and liabilities in other foreign currencies. As a result, we are subject to the effects of exchange rate fluctuations with respect to any of these currencies and the related interest rate fluctuations. We
have not entered into agreements or purchased instruments to hedge our exchange rate risks, although we may do so in the future.

Global events beyond
our control may disrupt our operations and harm our business, results of operations and financial condition.

Our business may be
materially and adversely affected by a war, terrorist attack, third-party acts, natural disaster or other catastrophe. Such a catastrophic event could have a direct negative impact on us, our customers, the financial markets or the overall economy.
It is impossible to fully anticipate and protect against all potential catastrophes. A security breach, criminal act, military action, power or communication failure, flood, hurricane, severe storm or the like could lead to service interruptions,
data losses for customers, disruptions to our operations, or damage to our facilities, and could reduce acceptance and reliance on our products. Any of these could have a material and adverse effect on our business, results of operations and
financial condition. In addition, we may incur costs in repairing any damage or other liabilities beyond our applicable insurance coverage.

Risks
Relating to Our Software Group

Our strategy of developing and acquiring products for specific industry segments, or targeted vertical industries,
may not be successful, which could materially and adversely affect our business, results of operations and financial condition.

Our
strategy focuses on the development of industry-specific enterprise software applications. This strategy may not be successful due to numerous risks and uncertainties, including the following:



| |  |  | companies in our targeted vertical industries may not select our products;
| | - |  | --------------------------------------------------------------------------



| |  |  | many of our targeted vertical industries are subject to their own economic cycles, regulatory considerations and other factors beyond our control. For example, the
homebuilding and real estate vertical industry is sensitive to interest rate movements and general economic conditions, and the healthcare vertical industry is subject to significant governmental regulations;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | some of our products have only been recently introduced, so they have neither a significant installed base of users nor significant recognition in their targeted
vertical industry;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | development of industry-specific products is time-consuming and requires significant expertise;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | we may experience difficulty in recruiting sales, business and technical personnel who have experience in a particular targeted vertical industry;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

| |  |  | due to resource constraints, we have a limited number of developers who can focus on product development for our targeted vertical industries; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | if we decide to devote our limited resources to a targeted vertical industry, such as by dedicating a sales representative to a particular market, then that
resource may not be available to focus on sales to our other targeted vertical industries.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If our strategy of developing
products for specific vertical industries is not successful, our business, results of operations and financial condition could be materially and adversely affected.

Our failure to successfully develop, market or sell new products or adopt new technology platforms could have a material and adverse effect on our ability to generate revenues and sustain our profitability.

Our enterprise software applications compete in a market characterized by rapid technological advances in hardware and software
development, evolving standards in computer hardware and software technology and frequent new product introductions and enhancements that may render existing products and services obsolete. While we continually seek to expand and refresh our product
offerings to include newer features, products, technologies and standards, and enter into agreements allowing the integration of third-party technology into our products, we cannot assure you that we will be able to compete effectively or respond to
rapid technological changes in our industry. In addition, the introduction of new products or updated versions of existing products has inherent risks, including, but not limited to, risks concerning:



| |  |  | product quality, including the possibility of software defects, which could result in claims against us or the inability to sell our software products;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the fit of the new products and features with a customers needs;
| | - |  | -----------------------------------------------------------------



| |  |  | the need to educate our sales, marketing and consulting personnel to work with the new products and features, which may strain our resources and lengthen sales
cycles;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | market acceptance of initial product releases;
| | - |  | ----------------------------------------------



| |  |  | marketing effectiveness; and
| | - |  | ----------------------------



| |  |  | the accuracy of research or assumptions about the nature and extent of customer demand.
| | - |  | ---------------------------------------------------------------------------------------

In addition, we may need to adopt newer technology platforms for our enterprise software products as older technologies become obsolete. We cannot assure
you that we will be successful in making the transition to new technology platforms for our products in the future. We may be unable to adapt to the new technology, may encounter errors resulting from a significant rewrite of the software code for
our products or may be unable to complete the transition in a timely manner. In addition, as we transition to newer technology platforms for our products, our customers may encounter difficulties in the upgrade process, delay decisions about
upgrading our products or review their alternatives with another supplier or competitor. Any of these risks could materially and adversely affect our business, results of operations and financial condition.

Because we commit substantial resources to developing new software products and services, if the markets for these new products or services do not
develop as anticipated, or demand for our products and services in these markets does not materialize or materializes later than we expect, we will have expended substantial resources and capital without realizing sufficient offsetting or resulting
revenues, and our business and operating results could be materially and adversely affected. In 2006, our research and development expense was $20.0 million, or approximately 6.5% of our total consolidated net revenues and in 2007, our research and
development expense was $23.8 million, or approximately 5.9% of our total net revenues. In addition, as we or our competitors introduce new or enhanced products, the demand for our older products and older versions of such products is likely to
decline. If we are unable to provide continued improvements in the functionality of our older products or move customers with our older products to our newer products, maintenance and license revenues from older products may decline, which could
have a material and adverse effect on our business, results of operations and financial condition.



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##### Index to Financial Statements

We dedicate a significant amount of resources to research and development activities and we may not realize
significant revenues from these efforts for several years.

Developing, enhancing and localizing software is expensive, and the
investment in product development may involve a long payback cycle. Our future plans include significant additional investments in software research and development and related product opportunities. We believe that we must continue to dedicate a
significant amount of resources to our research and development efforts to maintain our competitive position. However, we do not expect to receive significant revenues from these investments for several years, if at all.

Revenues from our Software segment fluctuate significantly from quarter to quarter, which may cause volatility in the trading price of our class A common shares.

Many factors have caused, and may continue to cause, revenues from our Software segment to fluctuate significantly, including:



| |  |  | the practice of recognizing a substantial portion of our software license revenues in the last month of a quarter, and often in the last weeks or days of a quarter,
which may result in increased volatility in quarterly revenues if customers decide to defer or cancel orders or implementations, particularly large orders or implementations, from one quarter to the next;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the gain or loss of any significant customer;
| | - |  | ---------------------------------------------



| |  |  | the number, timing and significance of new product announcements and releases by us or our competitors;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | our ability to acquire or develop products, independently or through strategic relationships with third parties, or introduce and market new and enhanced versions
of our products on a timely basis, which may result in a customer delaying the execution of a contract or, for contracts that include a new software release as an element of the contract, the deferral of revenue recognition until such release;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | shipment rescheduling or delays;
| | - |  | --------------------------------



| |  |  | reductions in the historical rate at which opportunities in our pipeline convert into license agreements;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | patterns of capital spending and changes in budgeting cycles by our customers. For example, in 2001 and continuing through most of 2003, capital spending for
enterprise software applications was negatively impacted by challenging economic conditions in the United States, Europe and Asia;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | market acceptance of new and enhanced versions of our products;
| | - |  | ---------------------------------------------------------------



| |  |  | changes in the pricing and the mix of our products and services;
| | - |  | ----------------------------------------------------------------



| |  |  | seasonal variations in our sales cycle;
| | - |  | ---------------------------------------



| |  |  | the level of product and price competition;
| | - |  | -------------------------------------------



| |  |  | exchange rate fluctuations; and
| | - |  | -------------------------------



| |  |  | changes in personnel and related costs.
| | - |  | ---------------------------------------

In addition, we expect that a substantial portion of our enterprise software application revenues will continue to be derived from renewals of maintenance contracts from customers of our software applications. These maintenance contracts
typically expire on an annual basis, and if they are not renewed, the timing of cash collections from related revenues will vary from quarter to quarter, which could adversely affect our business and results of operations.



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##### Index to Financial Statements

Some customers are reluctant to make large purchases before they have had the opportunity to evaluate the
performance of our software applications in their business and opt to purchase our products in stages or subject to certain conditions. Additional purchases, if any, may follow only if the software performs as expected. To the extent the number of
customers who opt to purchase in stages or subject to conditions remains significant or increases, our revenues could be materially and adversely affected.

We have been increasingly moving software development capabilities for our enterprise software applications to India and China which subjects us to risks that may result in certain staffing and management difficulties, which, if not
effectively addressed, could delay development of upgrades and new products that, in turn, could reduce revenues and net income and increase research and development costs.

We have established a CRM-focused software development center in Bangalore, India and an ERP and SCM-focused software development center in Shanghai,
China and Nanjing. Such off-shoring subjects us to various risks, including the following:



| |  |  | inability to hire sufficient qualified programmers and developers in these markets;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | risks associated with turnover of programmers and developers, particularly where we have devoted significant time and resources to train such persons to be familiar
with our enterprise software applications;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | challenges related to the need to remotely manage developers and programmers in India and China, particularly when the persons most familiar with the needs of the
customer and the desired new functionality and features are not located in India and China;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | language and other communications barriers, particularly with software development in China; and
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | time zone differences, which make communicating with persons in India and China more difficult.
| | - |  | -----------------------------------------------------------------------------------------------

Our future revenues depend in part on our installed customer base continuing to license additional products, renew customer support agreements and purchase additional
services.

Recently, our installed customer base has generated increasing proportions of our license and support and service revenues.
In addition, the success of our strategic plan depends on our ability to cross-sell products to our installed base of customers. Our ability to cross-sell new products may depend in part on the degree to which new products have been integrated with
our existing applications, which may vary with the timing of new product acquisitions or releases. In future periods, customers may not necessarily license additional products or contract for additional support or other services. Customer support
agreements are generally renewable annually at a customers option, and there are generally no mandatory payment obligations or obligations to license additional software. Customer support revenues are primarily influenced by the number and
size of new support contracts sold in connection with software licenses and the renewal rate (both pricing and participation) of existing support contracts. If our customers decide to cancel their support agreements or fail to license additional
products or contract for additional services, or if they reduce the scope of their support agreements, revenues could decrease and our operating results could be adversely affected.



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##### Index to Financial Statements

The market for enterprise software applications and services is highly competitive, and any failure by us to compete
effectively in such a market could result in price reductions, reduced margins or loss of market share, which may have an adverse effect on our revenues and profitability.

The business information systems industry in general, and the enterprise software industry in particular, are highly competitive and subject to rapid
technological change. Many of our current and potential competitors have longer operating histories, significantly greater financial, technical and marketing resources, greater name recognition, larger technical staffs and a larger installed
customer base than we do. A number of companies offer products that are similar to our products and target the same markets as we do. In addition, many of these competitors may be able to respond more quickly to new or emerging technologies and
changes in customer requirements, and devote greater resources to the development, promotion and sale of their products than we can. Furthermore, because there are relatively low barriers to entry in the software industry, we expect additional
competition from other established and emerging companies. Such competitors may develop products and services that compete with our products and services or may acquire companies, businesses and product lines that compete with us. It is also
possible that competitors may create alliances and rapidly acquire significant market share. Accordingly, our current or potential competitors may develop or acquire products or services comparable or superior to those that we develop, combine or
merge to form significant competitors or adapt more quickly than we can to new technologies, evolving industry trends and changing customer requirements. Competition could result in price reductions, reduced margins or loss of market share, any of
which could materially and adversely affect our strategy in this market. If we are unable to compete effectively, our business, results of operations and financial condition could be materially and adversely affected.

Our ability to sell our products is highly dependent on the quality of our service and support offerings, and our failure to offer high quality service could have a
material adverse effect on our ability to market and sell our products.

Our customers depend upon our customer service and support
staff to resolve issues relating to our products. High-quality support services are critical for the successful marketing and sale of our products. If we fail to provide high-quality support on an ongoing basis, our customers may react negatively
and we may be materially and adversely affected in our ability to sell additional products to these customers. This could also damage our reputation and prospects with potential customers. Our failure to maintain high-quality support services could
have a material and adverse effect on our business, results of operations and financial condition.

Risks Relating to Our Global Services Group and the
Customer Services Provided by Our Software Group

Because most of our global services contracts can be cancelled with limited notice and without
significant penalty, we could suffer a significant loss of business service revenues if our clients were to unexpectedly terminate their contracts.

The standard terms for many of our global service contracts do not require any payments or only include an up-front payment of a relatively low percentage of the total fee of the contract with the balance of the
payments subject to our achieving specific milestones and deliverables. We generally do not require collateral for accounts receivable and generally, final payments are not due until completion of successful user acceptance testing. However, most of
our business services contracts can be cancelled by the client with limited advance notice and without significant penalty. Termination by any client of a contract for our services could result in a loss of expected revenues, additional expenses for
redeployment of staff and resources that were allocated to the terminated engagement, and underutilized employees and resources. Any unexpected cancellations or significant reductions in the scope of any of our large global services projects could
have a material and adverse effect on the business of our global services companies, particularly those companies that depend upon a relatively small number of key clients for a substantial portion of their revenues. Should any of those key clients
unexpectedly terminate their contracts for our services, we may suffer a significant loss of revenues for such companies which, in turn, could have a material and adverse effect on our business, results of operations and financial condition.



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##### Index to Financial Statements

If our Global Services Group fails to compete effectively, our business, results of operations and financial condition
could be materially and adversely affected.

Our Global Services Group, which consists primarily of many smaller, regionally-focused
subsidiaries that operate primarily in Australia and parts of the United States, faces intense competition. Many of our existing competitors, as well as a number of potential new competitors, have longer operating histories, greater name
recognition, larger customer bases and greater financial, technical and marketing resources than we do. We also face competition from many of the large Asia Pacific based outsourcing firms. Any of our present or future competitors may provide
services that provide significant performance, price, creative or other advantages over those offered by our Global Services Group. We may not be able to compete successfully against our current or future competitors, particularly as markets
continue to consolidate, change or mature.

If we fail to accurately estimate the resources and time required for any engagements we enter into on a
fixed-price basis, we could experience cost overruns and be subjected to penalties.

Several of our Global Services Groups
engagements consist of individual, non-recurring, short-term projects billed on a fixed-price basis, as distinguished from billing on a time and materials basis. In addition, while most of our professional services engagements associated with the
sale and implementation of our enterprise software applications are billed on a time and materials basis, some of our engagements are also contracted on a fixed-price basis. These fixed-price engagements require us at times to commit unanticipated
additional resources to complete these engagements, which may result, and has in the past resulted, in losses on certain engagements. Clients may also change the scope of the projects on which we are engaged. Our failure to accurately estimate the
resources and time required for a particular engagement or to effectively manage client expectations and changes regarding the timing and scope of the services to be delivered could expose us to risks associated with cost overruns and penalties, any
of which could have a material and adverse effect on our business, results of operations and financial condition.

Because some of our Global Services
contracts do not have disclaimers of, or limitations on, liability for special, consequential and incidental damages, we may be exposed to potential litigation and liabilities.

A large portion of our service agreements with customers of our Global Services Group do not have disclaimers or limitations on liability for special,
consequential and incidental damages, and/or do not have caps on liabilities or have relatively high caps on the amounts our customers can recover for damages. In addition, some of our subsidiaries do not carry professional indemnity or other
insurance against liability for any claims or breaches under our customer contracts. If a dispute were to arise with respect to one of these agreements, we would likely be held liable for the obligations of these subsidiaries that do not carry
insurance.

Claims relating to our Global Services contracts have arisen and may arise in the future. Any claim under customer contracts
could subject us to litigation and give rise to substantial liability for damages, including special, consequential or incidental damages that could materially and adversely affect our business, results of operations and financial condition.

Each of our Global Services Group businesses faces intense competition. If we fail to compete effectively, our failure could have a material adverse
effect on our business, financial condition and results of operations.

Each of our Global Services Group businesses, many of which are
smaller in size and operate in localized regional markets (such as Australia, Korea, and various regions in the United States) faces intense competition. A significant portion of the revenues from some of our Global Services companies is obtained
through the resale of software developed by third party software and hardware vendors who use our businesses as channel partners on a non-exclusive basis. Also, we rely on the referrals of these third parties to introduce us to new business
opportunities. Should any of those third party software and hardware vendors decide to sell their software and hardware or provide services directly into our market, or use other service providers, this could result in a loss of expected revenues.
In addition, many of our existing competitors, as well as a number of potential new competitors, have longer operating histories in each of our



21



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##### Index to Financial Statements

target global services markets, greater name recognition, larger customer bases and greater financial, technical and marketing resources when compared to us.
For example, as our business evolves to place greater emphasis on outsourced software development and support services, we will face competition from many of the large Asia Pacific based outsourcing firms, such as Infosys Technologies Ltd and Wipro
Ltd. Any of our present or future competitors may provide products and services that provide significant performance, price, creative or other advantages over those offered by us. We can provide no assurance that we will be able to compete
successfully against our current or future competitors, particularly as markets continue to consolidate, change or mature.

Risks Related to Our Online
Games Business

Our limited operating history and the unproven long-term potential of our online games business model make evaluating our business
and prospects difficult.

We commenced the commercial distribution and operation of our most popular game, Yulgang, in July 2005. We
commercially introduced our second major online game, Special Force, in June 2007. In December 2007 we launched our first game in Japan, Minna de Battle and in February 2008, we launched Lunia, our first MMORPG commercially available in North
America. Our limited operating history makes evaluating our business very difficult. It is also difficult to evaluate our prospective business because we may lack sufficient experience to adequately address risks frequently encountered by
early-stage companies that use new and unproven business models and enter into rapidly evolving markets like the online games market. Our operating results will depend on numerous factors, that, in certain cases, we have limited or no ability to
control. These factors include but are not limited to:



| |  |  | the popularity, pricing and timing of new online games offered by us and our competitors;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | our ability to timely upgrade our games to extend their commercial lifespans;
| | - |  | -----------------------------------------------------------------------------



| |  |  | the growth of Internet users and penetration in China and other markets where we have or may expand our operations;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to retain existing customers and attract new customers;
| | - |  | -------------------------------------------------------------------



| |  |  | our ability to license new games that achieve commercial success;
| | - |  | -----------------------------------------------------------------



| |  |  | our ability to maintain rights under our existing games licenses;
| | - |  | -----------------------------------------------------------------



| |  |  | our ability to successfully expand our operations within and outside China;
| | - |  | ---------------------------------------------------------------------------



| |  |  | our ability to successfully address rapidly changing consumer tastes and preferences in the online games market;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | the popularity of other forms of entertainment, particularly among our target demographic group of 18- to 25- year-olds;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | technological changes and challenges;
| | - |  | -------------------------------------



| |  |  | our ability to maintain secure, reliable and effective operation of our servers and software;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | our ability to adequately and efficiently operate, upgrade and develop our transaction processing and payment systems;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to continue expanding our distribution network for physical and virtual point cards used to pay for in-game merchandise or playing time;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to attract and retain qualified personnel; and
| | - |  | ----------------------------------------------------------



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##### Index to Financial Statements

| |  |  | general economic conditions in the markets where we operate, particularly those that affect discretionary spending.
| | - |  | -------------------------------------------------------------------------------------------------------------------

Due to these factors, as well as others, we may be unable to maintain or grow our business, which may harm our financial results and our stock price.

Our operating results may fluctuate significantly because we currently depend on three online games for substantially all of our online games revenues
and have launched, and anticipate launching, several new online games in the future.

We currently derive substantially all of our
online games revenues from three online games: Yulgang, Special Force and Shaiya. The commercial lifespan of online games is highly uncertain due to factors such as game quality, business model and competition. If the popularity of Yulgang, Special
Force or Shaiya diminish materially, our revenues and profitability may decline. Furthermore, we commercially launched new games in 2007, such as Minna de Battle, in December 2007, and we intend to launch several new games in the future. If revenues
from Minna de Battle or other games fail to offset any revenue declines from Yulgang, Special Force or Shaiya, our revenues will decline, which may harm our stock price. The costs associated with launching each new online game are substantial. The
typical cost to commercially launch a new online game in the PRC, the United States or Japan varies greatly and can cost several million dollars, exclusive of prepaid licensing fees and royalties, with the substantial majority of these costs being
incurred prior to meaningful revenue generation from the online game. Because we incur costs for licensing a new game prior to recognizing any related revenues, we may experience increased expenses and lower margins without the benefit of revenues
from that game during this period. The combination of our current reliance on a few online games, the significant costs associated with commercializing each new online game and our expected launch of several new online games in the future may cause
our results of operations to fluctuate significantly. Poor operating results for any one game or a delay in the planned launch of a new game could materially affect us, making the investment risks related to any one online game larger than those
associated with competitors that have a more broadly established online game portfolio.

If we are unable to consistently license or acquire new online
games that have a high likelihood of commercial success, our business will be harmed.

Because we do not have an internal development
group, our business strategy requires us to license or acquire new online games that have a high likelihood of commercial success. We typically acquire rights to games either through licensing agreements or by making financial investments in
developers in exchange for game publishing and other rights. When we first acquire rights to a game, the game may not have been developed, or if developed, may not have been proven successful in China or another target market. Accordingly, we
typically make a significant financial commitment to a game without any guarantee it will be commercially successful. In addition, we have and may continue to enter into licenses with, and make investments in, developers with limited or no history
of developing successful games. We may be unable to fully recover upfront and minimum royalty licensing or investment costs if a game is not commercially successful.

For example, during 2007 we entered into several license agreements pursuant to which we were granted rights to distribute online games. Subsequently, however, it became apparent that we would not be able to
successfully launch several of these games, and as such, we have taken losses on the license fees we paid for these games. Furthermore, despite our losses, the developers of these games may insist that our obligations under the license agreements
continue. Therefore, we may become subject to litigation with the developers of some or all of these online games in the event that we are unable to negotiate an amicable termination of these license agreements.

Furthermore, our ability to successfully license online games that are attractive to users depends in part on our ability to establish relationships with
online game developers and to identify games that will be commercially successful and developers capable of producing popular content. It may be difficult to determine whether an online game will appeal to the users in a targeted market, even if it
has been successful in other markets. For instance, many games from developers in other markets were not



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##### Index to Financial Statements

specifically designed for Chinas online games market, further complicating the task of identifying games that will appeal to our users in China.
Moreover, due to increased competition among online game operators in China and other markets, upfront license fees, royalties and investment costs for licensed games have increased, which we expect will continue, and some developers are demanding
guaranteed minimum royalty payments.

If we are not able to consistently license, acquire or develop additional attractive online games
with lasting appeal to users, our financial condition and results of operations would be significantly harmed.

If we are unable to maintain stable
relationships with the licensors of our online games, our licenses may be terminated or we may experience difficulties with the operation of our existing licensed games, the extension of existing licenses, obtaining licenses for new games and our
ability to deliver games to our sublicensees.

We must maintain stable and productive working relationships with our licensors to help
ensure that we are able to obtain necessary consents for our subsidiaries to operate games we have licensed, and to help ensure cooperation to operate our games effectively, deliver our games to our sublicensees and access to game upgrades and new
online games licenses. For certain of our games, the licensors consent is required to permit our subsidiaries to publish the games. Furthermore, many times, an internet content provider license is required to operate an Internet portal under
PRC laws and regulations. In such cases the licensors consent is necessary to release and operate the game. In addition, we depend on our licensors to provide necessary technical support for the operation of our licensed games as well as
expansion packs and upgrades that help to sustain user interest in our online games. For certain of our games, we have granted sublicenses to games distributors. We depend on our licensors to deliver the games to us so that we may fulfill our
obligations under our sublicense agreements. Further, in-game marketing activities and gift promotions often require our licensors consent. Moreover, some of our licenses may be terminated upon the occurrence of certain events, such as failure
to commence beta testing or commercially launch the game in a timely manner, failure to make royalty payments, failure to meet certain operating or financial benchmarks, or in the event of a change in control of the licensee. If any of these
termination rights are triggered, we may lose rights to a game even if we have expended considerable time and financial resources in developing, marketing and operating that game. If a licensed game is successful during its initial term of
operation, we may be unable to obtain an extension of that term on reasonable terms, or at all. If a game license is terminated or we are unable to extend the term of a successful game, the licensor could offer the game itself or enter into a
license with one of our competitors. Because most of our licenses only cover one game, we must maintain a stable and productive working relationship with our licensors and continue to offer them competitive terms in order to obtain rights to future
games they develop. If we are unable to maintain these relationships, our financial condition and results of operations will be harmed.

For example, on October 17, 2007, Mgame, the licensor of Yulgang, unilaterally announced that they terminated their agreements with CDC Games, alleging breach of contract for non-payment. In October 2007 we filed two lawsuits against
Mgame. The first lawsuit alleged breach of contract and that Mgame was not providing adequate technical support for Yulgang, and that Mgame was not supporting CDC Games in its efforts to combat pirate servers. We subsequently filed a second lawsuit
alleging that Mgame breached contractual obligations owed to us by failing to provide certain financial and operating data and other information which Mgame is required to provide to us as a shareholder of Mgame. Although we subsequently settled our
dispute with Mgame, we cannot assure you that we will not experience disputes with our game developers in the future, which could have a material adverse effect on our financial condition and results of operations.



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##### Index to Financial Statements

If we are unable to successfully implement our growth strategies or if we are unable to continue our operations in
Japan or the United States, our competitiveness may be harmed and our business, financial condition and results of operations may be materially and adversely affected.

We are currently pursuing or plan to pursue a number of growth strategies, including offering new genres of games and further expanding into
international markets. Some of these strategies relate to new products for which there are no established markets in China or are in areas where we lack experience and expertise. Moreover, the development cycle for online games is long, generally
ranging from two to four years. The creative process inherent in online games development also makes the length of the development cycle difficult to predict, especially in connection with online games involving new technologies. As a result, we may
experience delays in online game introductions from our game developer partners. If the release of an online game is delayed, we may miss an important marketing window, our competitors may be first to introduce a game that competes with our game, we
may not achieve anticipated revenues for that game, or we may be required to spend more to accelerate completion of the game, each of which would increase our costs and lower our margins. We may be unable to deliver new products or services in
markets where we have no prior experience. Establishing operations in these markets will require meaningful investment and we may be unsuccessful in our efforts. We face several obstacles in our efforts to expand into new markets. Some of these
markets, including Japan and the United States where we have recently launched online games, have immature online game markets, or consumers in such markets may prefer playing games on game consoles. This means that online games may not be widely
accepted and that the cost to launch games in these markets is higher. If we are unable to successfully implement our growth strategies or if we are unable to continue our operations in Japan or the United States, our competitiveness may be harmed
and our business, financial condition and results of operations may be materially and adversely affected.

If consumer tastes and preferences move away
from online games or the games that we offer, particularly MMORPGs, our revenues and profitability will likely decline.

Our ability to
successfully plan for product licensing, distribution and promotional activities depends significantly on our ability to anticipate and adapt to changes in consumer tastes and preferences in the rapidly evolving online games market. MMORPGs are
currently one of the most popular genres of online games in China and we expect to continue to rely on MMORPGs, particularly Yulgang, for a significant portion of our revenues in the near future. The popularity of MMORPGs in China may decline, and
their current popularity in China may be replaced by new and different types of online or other games. We may be unable to anticipate or adapt to changes in consumer preferences or obtain rights to or market the genres or styles of games that appeal
to evolving consumer preferences. A decline in the popularity of online games in general or the games that we offer, particularly MMORPGs, would likely adversely affect our revenues and profitability.

Moreover, we believe casual games are becoming increasingly popular in China. Casual games tend to have shorter commercial lifespans than MMORPGs,
thereby increasing the importance of maintaining a consistent pipeline of new games and lowering our ability to leverage successful games over the longer term. We have little experience offering casual games and we cannot assure you that the casual
games in our pipeline will be commercially successful.

If we are unable to successfully launch and operate our new online game genres or adapt to new
revenue models, our future results of operations will be adversely affected and we may not generate sufficient revenues to consistently introduce new online games.

Our online games currently scheduled for launch in 2008 include fantasy role-playing, action, martial arts and others. We have invested significant financial resources in obtaining rights to these games and plan to
invest a significant amount of financial and personnel resources in launching and operating these and other new games. These game genres have limited or no operating history in China and we have no experience offering certain of these game genres.
Accordingly, if these games fail to achieve commercial success, our revenues and profitability would be harmed and we may not generate sufficient revenues to consistently introduce new online games, which is critical to our games business.

We were a pioneer of the free-to-play, pay for virtual merchandise, revenue model and substantially all of our online games continue to
utilize this model. This type of revenue model requires us to expend significant resources to track consumer tastes and preferences, especially in-game spending trends in order



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##### Index to Financial Statements

to attract users to play and encourage them to purchase in-game merchandise. If new revenue models develop and attain commercial success in the online games
industry in China or in future overseas markets, our current revenue model may be less successful and we may be unable to launch new games or retool our current games to adapt to these new models in a cost-effective manner or at all. This could harm
our business and financial results.

Moreover, we anticipate that newly introduced games may result in a portion of our existing customers
reducing their spending on our current games or switching to these new games altogether. These effects may be magnified as we attempt to unify our log-in and billing system, which is intended to allow users to use a single account to play and pay
for all of our games, and lowers the barriers to shifting among different games on our platform. If this reduction in play or switching of players from our existing games exceeds our expectations, we may have to adjust our marketing, pricing and
other business plans. Any revenues generated by new online games may be offset, at least in part, by loss of revenues from our current online games, which may harm our financial condition and results of operations.

We compete with other forms of entertainment, including offline games, television, movies, sports, and the Internet.

There are alternative choices of entertainment in the markets in which we operate such as offline games, television, movies, sports and the Internet,
which may be perceived by our target users to offer greater variety, affordability, interactivity and enjoyment. These other forms of entertainment compete for the discretionary income of our target customers. Our target customers may prefer
entertainment activities that are conducted at a group or communal setting and our online games, while offering a virtual community, may be unsuccessful in competing against other forms of entertainment that allow for greater human interaction. If
we are unable to sustain sufficient interest in our products in comparison to other forms of entertainment, including new forms of entertainment, our business model may no longer be viable.

Undetected programming defects and unsatisfactory customer service could harm our reputation or decrease demand for our online games, which would harm our business.

The online games we operate may contain errors or flaws. This risk may be significantly heightened if we launch a significantly higher
number of games in 2008 and 2009 than we have to date. Undetected programming errors, game defects and unsatisfactory customer service can disrupt our operations, adversely affect the game experience of our users, harm our reputation, divert our
resources and delay market acceptance of our online games, any of which would harm our business. If our online games contain programming errors or other flaws, our users may stop playing them, may not recommend them to other potential users, and may
switch to a competitors games.

Unexpected network interruptions, security breaches or computer virus attacks could significantly harm our
business, reputation and ability to attract and retain users.

If we fail to maintain satisfactory performance, reliability, security
and availability of our network infrastructure, our business, reputation and ability to attract and retain users could be significantly harmed. Major risks involving our network infrastructure include:



| |  |  | break-downs or system failures resulting in a sustained shutdown of our servers, including failures caused by power shutdowns or efforts to gain unauthorized access
to our systems, causing loss or corruption of data or malfunctions of software or hardware;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | disruptions or failures in Chinas network infrastructure, which would prevent our users from logging on to our website or operating our games;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | damage from fire, flood, earthquake, power loss and telecommunications failures; and
| | - |  | ------------------------------------------------------------------------------------



| |  |  | computer viruses, hacking and similar events.
| | - |  | ---------------------------------------------

Any network interruption or inadequacy that causes interruptions in the availability of, or deterioration in the quality of, our online games services could reduce user satisfaction and our number of



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##### Index to Financial Statements

users. In addition, any security breach caused by hacking, which involve efforts to gain unauthorized access to information or systems, or to cause
intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment could disrupt our services, harm our reputation and cause users to move to our competitors. Inadvertent transmission of computer viruses could
expose us to a material risk of loss or litigation and possible liability as well as damage to our reputation. Moreover, we may incur significant costs to protect our systems and equipment against the threat of, and to repair any damage caused by,
computer viruses and hacking. Moreover, if hacking or a computer virus affects our systems and is highly publicized, our reputation and brand names could be materially damaged, which could cause us to lose customers and revenues.

Furthermore, increases in user activity could strain our computer systems capacity, leading to slower response times or system failures. This could
result in a reduced number of users and could have an adverse effect on our business, financial condition, results of operations and reputation. We may need to incur additional costs to upgrade our computer systems in order to accommodate increased
demand. As of December 31, 2007, our servers were co-located at 25 different Internet data center sites in mainland China, and do not have back-up systems located in different cities from our co-location sites.

We primarily depend upon few printing companies to produce our physical prepaid game point cards. If these companies mishandle our cards or the related passcodes or
if there are production defects or delays, our reputation and business would be harmed.

Because of the relatively limited availability
of online payment systems in China, we depend upon physical prepaid point cards for a significant portion of our revenues. For 2007, physical prepaid point cards accounted for approximately 30% of the total value of prepaid point cards delivered to
users. We rely on a limited number of third-party printing companies to produce our physical prepaid point cards. These cards are generally produced in batches of hundreds of thousands with each card having an individual passcode that enables the
purchaser to deposit the points on the card into their online user account. If our printers mishandle our cards or the related passcodes, or if there are production defects or delays, our reputation and business would be harmed.

We could be liable for breaches of security in connection with operating our games.

For 2007, virtual point cards accounted for approximately 55% of the total value of prepaid point cards delivered to users. Currently a substantial portion of our virtual point card sales are conducted through the
internet. Secure transmission of confidential information over public networks is essential to maintain consumer confidence. This information includes customer credit or bank card numbers, personal information and billing addresses. Our current
security measures may be inadequate to protect such information. Security breaches could expose us to litigation and potential liability for failing to secure confidential user information and could harm our reputation and ability to attract users.

We rely on third parties to provide us with distribution and server hosting services and any disruption or deterioration of these services could
adversely affect our business, financial condition and results of operations.

Our users are located throughout China, and because of
the limited forms of payment available in China, we rely largely on local distributors to deliver our physical prepaid game point cards to users. For the year ended December 31, 2007, our top five and top 10 distributors accounted for 50% and
80%, respectively, of our total prepaid game point card sales. We do not prohibit our regional distributors from distributing other online game operators prepaid cards and we do not have long-term agreements with any of our distributors.
Although we endeavor to seek reputable and reliable distributors, we cannot monitor all of our distributors and their distribution activities. Moreover, these distributors may mishandle our cards or related pass codes, or encounter difficulties in
delivery that are beyond their or our control. The occurrence of any of these events may harm our reputation and business.

Moreover, we
principally rely on China Telecom and China Netcom to provide us with data communications capacity primarily through telecommunications access and Internet data centers to host our servers. We do not have access to alternative services in the event
of disruptions, failures or other problems



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##### Index to Financial Statements

with the fixed telecommunications networks of China Telecom and China Netcom, or if China Telecom or China Netcom otherwise fail to provide such services.
Any unscheduled service interruption or performance issues could disrupt our operations, damage our reputation and result in a decrease in our revenues. Furthermore, we have no control over the costs of the services provided by China Telecom and
China Netcom. If the prices that we pay for telecommunications and Internet services rise significantly, our business, financial condition and results of operations could be adversely affected. In addition, if Internet access fees or other charges
to Internet users increase, our user traffic may decrease, which in turn may harm our revenues.

Illegal game servers could materially and adversely
affect the business, reputation, financial condition and results of operations of our online games segment.

We increasingly face the
risks of illegal game servers at our CDC Games business unit. Some Internet cafés have misappropriated our game server installation software. Several competitors have reported instances of Internet cafés installing illegal copies of
competitors games on the cafés servers and letting their customers play such games on illegal servers without paying for game playing time. Although we have made efforts to shut down illegal game servers across China, we have not
been completely successful in our efforts. Also, the intellectual property enforcement regime in China is not as robust as that of the United States, and we continue to face considerable challenges to enforcing our intellectual property rights.
Enforcement actions generally require cooperation from local authorities, which are sometimes unwilling to use their limited resources to enforce the intellectual property rights of national corporations against individuals or companies in their
districts. In addition, litigation proceedings are often necessary to enforce intellectual property rights, which can be very expensive. Despite our efforts to shut down illegal game servers, we believe that a significant number of illegal game
servers may continue to operate unauthorized copies of our online games. The continued operation of our online games by illegal game servers, or the operation of any new games that we may introduce by illegal game servers, may materially and
adversely affect our business, reputation, financial condition and adversely affect our results of operations. We cannot assure you that we will be able to identify and eliminate new illegal game servers and unauthorized character enhancements in a
timely manner, or at all.

If our licensors fail to protect, enforce or maintain their intellectual property rights, our results of operations may be
materially and adversely affected.

We expect to derive substantially all of our online games revenues and profits from Yulgang,
Special Force, Shaiya and other licensed online games in 2008. The licensors of these games may be subject to intellectual property rights claims with respect to the online games licensed to us. In addition, the license by which these licensors
obtained their rights may be terminated or expire. If intellectual property rights claims brought against our licensors are successful and our licensors are precluded from continuing to offer a game we license, or if one of our licensors loses its
license to a game, we may be unable to continue offering that game, causing us to lose our investment in, and potential revenues from, that game. We may also be liable for damages to the third-party owner of the game. In certain licensing
agreements, we are also responsible for indemnifying our licensors for costs or liabilities resulting from claims of infringement of trademark, copyright or intellectual property. If we lose rights to one or more games, our business financial
condition and our results of operations could be harmed.



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Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our
intellectual property rights, may adversely affect our business.

We regard our copyrights, trademarks, trade secrets, domain names and
other intellectual property as important to our business. Unauthorized use of intellectual property, whether owned by us or licensed to us, may reduce our revenues, devalue our brands and property, and harm our reputation. We rely on intellectual
property laws and contractual arrangements with our key employees and certain of our licensors, partners, manufacturers, distributors and others to protect our intellectual property rights. Policing unauthorized use of intellectual property is
difficult and expensive. Despite our precautions, it may be possible for third parties to obtain and use the intellectual property used in our business without authorization. The validity, enforceability and scope of protection of intellectual
property in Internet-related industries in China and certain other countries are uncertain and still evolving and may not protect intellectual property rights to the same extent as do the laws and enforcement procedures in the United States.
Moreover, we may not prevail in any litigation that we undertake to enforce our intellectual property rights, and such litigation could result in substantial costs and diversion of our management resources.

We may be subject to intellectual property infringement claims, which may force us to incur substantial legal expenses and, if determined adversely against us, may
materially and adversely affect our business and results of operations.

Our products and services could be found to infringe on the
patents, copyrights or other intellectual property rights of others. We may incur substantial expenses in investigating and defending against third-party infringement claims, regardless of their merit. Litigation or other dispute resolution
proceedings may be necessary to retain our ability to offer our current and future games, which could result in substantial costs and diversion of our financial and management resources. Furthermore, if we are found to have violated the intellectual
property rights of others, we may be enjoined from using such intellectual property rights, incur additional costs to license or develop alternative games, characters or features and be forced to pay fines and damages, any of which could harm our
business and results of operations.

We experience significant seasonality and our quarterly financial results may not be representative of annual
financial performance.

The PRC online games market is characterized by increased user activity during seasonal periods
primarily related to student examination schedules and the Lunar New Year holidays in China. We normally experience our highest online games sales volumes in March and September, when many of our users increase their playing
after commencement of the school term. Correspondingly, our online games sales tend to be lower during holiday periods such as Lunar New Year, which falls in January or February, as well as immediately preceding and during school
examination periods, which typically fall in June. As a result of this seasonality, our quarterly financial results may substantially fluctuate and our interim financial performance may not be indicative due to the seasonality of our revenues. We
believe the seasonal variability in our financial results will continue in the future.

Negative publicity in China regarding online games could lead to
additional government regulations that may have a material and adverse impact on our business, financial condition and results of operations.

The media in China has reported incidents of violent crimes allegedly inspired by online games, as well as incidents of theft of online game virtual items among users. In addition, incidents of excessive online game playing and allegations
that online games distract students and interfere with their education have also been reported in the media. This negative publicity has contributed to several regulatory initiatives, such as:



| |  |  | In June 2005, the Ministry of Culture and the Ministry of Information Industry jointly issued an opinion which requires online game operators to develop systems and
software for identity certification, to implement anti-addiction modifications to game rules and to restrict players under eighteen years of age from playing certain games.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | In August 2005, the General Administration of Press and Publications, or GAPP, proposed an online game anti-addiction system that would have reduced and eliminated
experience points that a user can accumulate after three and five hours of consecutive playing, respectively.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In March 2006, GAPP amended its proposal to require players to register with their real names and identity card numbers and to apply the anti-addiction system only
to players under eighteen years of age.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In April 2007 GAPP adopted the Online Game Anti-addiction System Development Standard which we were required to comply with by July 2007.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------

Anti-addiction laws and regulations in China could have a material and adverse impact on our business, financial condition and
results of operations.

On April 5, 2007, eight PRC governmental agencies, including the Ministry of Education, Ministry of
Information Industry, the General Administration of Press and Publication and the Ministry of Public Security jointly promulgated the Notice on the Implementation of Online Game Anti-Addiction System to Protect the Physical and Psychological Health
of Minors. Under this anti-addiction notice, all online game operators, including us, are required to develop a system according to the Online Game Anti-addiction System Development Standard, which was released as an attachment to the notice, and
the corresponding Identity Authentication Scheme of the anti-addiction system developed for our online games is aimed to reduce fatigue time and unhealthy time such that, when a user under the age of 18 has been playing an
online game for more than three consecutive hours, he or she will automatically be sent periodic warnings within the game environment prompting him or her to leave the game and rest. Such warnings will become more frequent as the user accumulates
more playing time. In addition, this system will cause the rate at which the game user can obtain experience points and other virtual items such as special equipment to decrease to half the normal levels during the fatigue time period
and to zero during the unhealthy time period. In addition, anti-addiction laws and regulations may apply or may develop in certain overseas markets in which we conduct our business and could have a material and adverse impact on our
business, financial condition and results of operations in such markets.

Also, in March 2006, the Chinese government announced an
authentication system which requires all players to enter their identification card numbers before being allowed to play online games. This authentication system as well as the new anti-addiction regulations could have a material adverse effect on
our business, financial conditional and results of operations.

Acquisitions and investments may have an adverse effect on our ability to manage our
business.

Our growth strategy involves the acquisition of, and investments in, new technologies, businesses, products and services, or
the creation of strategic alliances in areas which we do not currently operate. We have limited experience in evaluating investments in gaming companies and integrating acquired companies or assets into our business. Accordingly, we believe that
investment, acquisition and integration will require significant attention from our management and could require that our management develop expertise in new areas and manage new business relationships. The diversion of our managements
attention and any difficulties encountered in the integration process could have an adverse effect on our ability to manage our business.

Acquisitions and investments will also expose us to potential risks, including risks associated with:



| |  |  | the assimilation of new operations, technologies and personnel;
| | - |  | ---------------------------------------------------------------



| |  |  | unforeseen or hidden liabilities;
| | - |  | ---------------------------------



| |  |  | the financial loss of our investment or the failure to receive any benefit from our investment;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | the diversion of resources from our existing businesses, sites and technologies;
| | - |  | --------------------------------------------------------------------------------



| |  |  | the inability to generate sufficient revenues to offset the costs and expenses of acquisitions; and
| | - |  | ---------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

| |  |  | the potential loss of, or harm to, our relationships with employees, customers, licensors and other suppliers as a result of integration of new businesses.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

Our ability to grow through acquisitions or investments will depend on the availability of suitable acquisition and
investment candidates at an acceptable cost, our ability to compete effectively to attract these candidates, and the availability of financing to complete larger acquisitions or investments. The benefits of an acquisition or investment may also take
considerable time to develop and we cannot assure you that any particular acquisition or investment will produce the intended benefits, if any.

We may
be unable to compete successfully against new entrants and established industry competitors.

We face intense competition in the online
games market in China. We believe there are currently over 150 online game operators in China operating over 400 games and given that the growth prospects of the online game market in China are very high, we expect many more companies to enter the
market. Our competitors vary in size and include large companies such as Shanda Interactive Entertainment Limited, Netease.com, Inc., The9 Limited, Perfect World Co., Ltd., Giant Group and Tencent, many of which have significantly greater financial,
marketing and game development resources and name recognition than we have. As a result, we may be unable to devote adequate resources to developing, licensing or acquiring new games, undertaking extensive marketing campaigns, adopting aggressive
pricing policies, paying high compensation to game developers or compensating independent game developers to the same degree as some of our competitors. Any of our competitors may offer online games with better game performance, more attractive
pricing, more developed storylines or other improvements over the games offered or to be offered by us. In addition, the increased competition we anticipate in the online game industry may also reduce the number of our users or growth rate of our
user base, reduce the average revenues generated by our users, or cause us to reduce our fees. All of these competitive factors could adversely affect our business and results of operations.

The limited use of personal computers in China and the relatively high cost of Internet access with respect to per capita income may limit the development of the
Internet in China and impede our growth.

Although the use of personal computers in China has increased in recent years, the
penetration rate for personal computers in China is much lower than that in the United States. In addition, despite a decrease in the cost of Internet access in China due to a decrease in the cost of personal computers and the introduction and
expansion of broadband access, the cost of Internet access remains relatively high in comparison to the average per capita income in China. The limited use of personal computers in China and the relatively high cost of Internet access may limit the
potential number of users and therefore the growth of our business. Furthermore, any increase in the cost of Internet access or personal computers or a decline or slowdown of the China economy, which could affect our users or potential users
disposable income, could reduce the number of users or potential users that play or may play our online games.

The PRC government has announced its
intention, and has begun, to intensify its regulation of Internet cafés, which are an important venue for our users to play online games. Intensified government regulation of Internet cafés could restrict our ability to maintain or
increase our revenues and expand our customer base.

In April 2001, the PRC government began tightening its regulation and supervision
of Internet cafés. In particular, a large number of unlicensed Internet cafés have been closed. In addition, the PRC government has imposed higher capital and facility requirements for the establishment of Internet cafés.
Furthermore, the PRC governments policy, which encourages the development of a limited number of national and regional Internet café chains and discourages the establishment of independent Internet cafés, may slow down the growth
of Internet cafés. Recently, the State Administration of Industry and Commerce, one of the government agencies in charge of Internet café licensing, issued a notice suspending the issuance of new Internet café licenses. It is
unclear when this suspension will be lifted, if at all. So long as Internet cafés are the primary venue for our users to play online games, any reduction in the number, or any slowdown in the growth, of Internet cafés in China could
limit our ability to maintain or increase our revenues and expand our customer base, thereby reducing our profitability and growth prospects.

Currently
there are no laws or regulations in the PRC specifically governing virtual asset property rights and therefore, it is not clear what liabilities, if any, online game operators may have for virtual assets.



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In the course of playing online games, some virtual assets, such as special equipment, player experience
grades and other features of our users game characters, are acquired and accumulated. These virtual assets can be important to online game players and in some cases are exchanged between players for monetary value. In practice, virtual assets
can be lost for various reasons, often through unauthorized use of the game account of one user by other users and occasionally through data loss caused by a delay of network service or by a network crash. Currently there are no PRC laws and
regulations specifically governing virtual asset property rights. As a result, it is unclear who is the legal owner of virtual assets and whether and how the ownership of virtual assets is protected by law. In case of a loss of virtual assets, we
may be sued by online game players and may be held liable for damages, which may negatively affect our business, financial condition and results of operations. Due to the lack of laws or regulations in the PRC specifically governing virtual asset
property rights we also could face an increase in customer complaints related to loss of virtual assets which could cause a substantial increase in workload for us, loss of customers and our reputation could be tarnished.

We may be unable to respond to future changes in the revenue model for the online games industry in China and in our overseas markets, which could materially and
adversely affect our business, financial condition and results of operations.

We pioneered the free-to-play revenue model for online
games in China. Our existing games, and many other future games that we intend to release, operate under this revenue model. Under the free-to-play revenue model, users can play our massively multiplayer online games, or MMOGs, for free but have the
option to purchase in-game virtual items and value-added services to enhance their overall game playing experience. If any new revenue models develop in the online games industry in China or in our overseas markets, we may be unable to launch new
games utilizing such new models in a timely manner or at all. We may also be required to expend significant resources to launch such games. In addition, we may unable to adapt our current games to such new models. Any of these factors could
materially and adversely affect our business, financial condition and results of operations.

Acts of cheating by users of online games could lessen the
popularity of our online games, adversely affect our reputation and our results of operations.

Cheating in online games may occur
through a variety of methods, by which cheaters may be able to modify the rules of our online games during game play in a manner that allows them to gain an unfair advantage over our other online game users, which often has the effect of causing
players to stop using the game and shortening the games lifecycle. Although we have taken a number of steps to deter our users from engaging in cheating when playing our online games, we cannot assure you that we or the third parties from whom
we license some of our online games will be successful or timely in taking corrective steps necessary to prevent users from modifying the terms of our online games.

Risks Relating to our China.com Segment

The portal markets in China are highly competitive. If we fail to compete
effectively, our failure could have a material adverse effect on our business, financial condition and results of operations.

In our
portal business, our competition for user traffic, ease of use and functionality include Chinese and/or English language based Web search and retrieval companies, including AltaVista Co., Apple Daily, ChinaByte, FindWhat.com, Lycos, Inc., MSN,
Netease.com, Inc., Shanghai Online, Sina Corporation, Sohu.com, Inc., Tom Online Inc. and Yahoo!, Inc., Oak Pacific Interactive, 21CN.com and qianlong.com.

Many of our competitors have more experience and longer operating histories in our target markets than us, as well as greater name recognition, larger customer bases and greater financial, technical and marketing
resources. We may not be able to compete successfully in these markets. Our failure to remain competitive may cause us to lose our market share in the portals business, and our business, financial condition and results of operations may suffer.

Our China.com and other portal businesses depend substantially on third party content providers and may be adversely affected if we are unable to
maintain existing arrangements with these content providers.



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##### Index to Financial Statements

We rely on third parties to create traffic and provide content for our portal network to make it more
attractive to advertisers and consumers. Our content providers include Xinhua, a major shareholder of CDC, as well as commercial content providers and our registered community members. If Xinhua or these third parties fail to provide us with high
quality content, our portal network could lose viewers, subscribers and advertisers and our revenue from these sources would decrease. Our existing relationships with Xinhua and other commercial content providers are not exclusive and may not result
in sustained business partnerships or successful service offerings or sustained traffic on our portal network or future revenues.

Risk Relating to Our
Online Games and China.com Segments as a Result of Conducting Operations in the Peoples Republic of China

Chinas economic, political and
social conditions, as well as government policies, could affect our business.

While the economy in the PRC has experienced significant
growth in the past twenty years, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of
these measures benefit the overall PRC economy, but may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax
regulations that are applicable to us.

The economy in the PRC has been transitioning from a planned economy to a more market-oriented
economy. Although in recent years the PRC government has implemented measures that emphasize the utilization of market forces for economic reform, reduce the state ownership of productive assets and help establish sound corporate governance in
business enterprises, a substantial portion of productive assets in the PRC is still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. It
also exercises significant control over economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or
companies.

Our financial results have been, and are expected to continue to be, affected by the growth of the economy and the Internet
industry in China. A slowdown of economic growth in China would reduce the growth of the Internet industry and related products and services, which in turn could adversely affect our business, operating results and financial condition.

The PRC economy differs from the economies of most developed countries in many respects, including:



| |  |  | higher level of government involvement;
| | - |  | ---------------------------------------



| |  |  | early stage of development of a market-oriented economy;
| | - |  | --------------------------------------------------------



| |  |  | rapid growth rate;
| | - |  | ------------------



| |  |  | higher level of control on foreign exchange; and
| | - |  | ------------------------------------------------



| |  |  | less efficient allocation of resources.
| | - |  | ---------------------------------------

The PRC government has also implemented certain measures to control the pace of economic growth. These measures may cause decreased economic activity in China, including a slowing or decline in consumer spending, which in turn could
adversely affect our financial condition and results of operations.

Regulation and censorship of information distribution over the Internet in China
may adversely affect our business, and we may be liable for information displayed on, retrieved from, or linked to our website.

The
online game and Internet content distribution industries in China are highly regulated by the PRC government. Various regulatory authorities of the central PRC government, such as the State Council, the Ministry of Information Industry, the State
Administration of Industry and Commerce, the State Press and Publication Administration, and the Ministry of Public Security, are empowered to issue and implement regulations governing various aspects of each of these industries.



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##### Index to Financial Statements

China has enacted laws and regulations governing Internet access and the distribution of news,
information or other content, as well as products and services, through the Internet. The PRC government has previously stopped the distribution of information through the Internet that it deems in violation of PRC laws and regulations. Under
regulations promulgated by the State Council, the Ministry of Information Industry, the State Press and Publication Administration and the Ministry of Culture, Internet content providers and Internet publishers are prohibited from posting or
displaying over the Internet, content that, among other things:



| |  |  | opposes the fundamental principles in the PRC Constitution;
| | - |  | -----------------------------------------------------------



| |  |  | compromises state security, divulges state secrets, subverts state power or damages national unity;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | harms the dignity or interests of the state;
| | - |  | --------------------------------------------



| |  |  | incites ethnic hatred or racial discrimination or damages inter-ethnic unity;
| | - |  | -----------------------------------------------------------------------------



| |  |  | sabotages Chinas religious policy or propagates heretical teachings or feudal superstition;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | disseminates rumors, disturbs social order or disrupts social stability;
| | - |  | ------------------------------------------------------------------------



| |  |  | propagates obscenity, pornography, gambling, violence, murder or fear or incites the commission of crimes;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | undermines public morality or the cultural traditions of the PRC;
| | - |  | -----------------------------------------------------------------



| |  |  | insults or slanders a third party or infringes upon the lawful right of a third party; and
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | includes other content prohibited by laws or administrative regulations.
| | - |  | ------------------------------------------------------------------------

The mobile network operators in the PRC also have their own policies regarding the distribution of inappropriate content by wireless value-added service
providers and have recently sanctioned certain providers for distributing inappropriate content, including the imposition of fines and service suspensions.

If any Internet content we offer or will offer through our affiliated PRC entities were deemed by the PRC government or the mobile network operators to violate any of such content restrictions, we would not be able to
continue such offerings and could be subject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses, which could materially and adversely affect our business, financial condition and results
of operations. Additionally, we may face liability for defamation, negligence, copyright, patent or trademark infringement and other claims based on the nature and content of information originating from our online games network or portal network.

We may also be subject to potential liability for any unlawful actions of our clients or affiliates or for content we distribute that is
deemed inappropriate. It may be difficult to determine the type of content that may result in liability for us, and if we were found to be liable, we may be prevented from operating our online game and internet and media services in China. Such
content could include material posted by our registered community members on our message boards, online communities, voting systems, e-mail or chat rooms. By providing technology for hypertext links to third-party websites, we may be held liable for
copyright or trademark violations by those third-party sites. Third parties could assert claims against us for losses incurred in reliance on erroneous information distributed by us. Users of our web-based e-mail or SMS, MMS, WAP or IVR products
could seek damages for:



| |  |  | unsolicited e-mail or messages;
| | - |  | -------------------------------



| |  |  | lost or misplaced messages;
| | - |  | ---------------------------



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##### Index to Financial Statements

| |  |  | illegal or fraudulent use of e-mail or SMS messages; or
| | - |  | -------------------------------------------------------



| |  |  | interruptions or delays in service.
| | - |  | -----------------------------------

We do not carry liability insurance to cover potential claims of these types. In the event such claims are asserted against us, we may incur significant costs in investigating and contesting these claims. Any judgment, fine, damage award or
liability imposed on us could significantly increase our costs. Moreover, our reputation may suffer as a result of these claims, which could reduce traffic on our portal network or reduce our revenues.

Because many laws, regulations and legal requirements with regard to the Internet in the PRC are relatively new and untested, their interpretation and
enforcement of what is deemed to be socially destabilizing by Chinese authorities may involve significant uncertainty. In addition, the legal system in the PRC is a civil law system based on written statutes. Unlike common law systems, it is a
system in which decided legal cases have little precedential value. As a result, it is difficult to determine the type of content that may result in liability. We cannot predict the effect of further developments in the Chinese legal system,
particularly with regard to the Internet and the dissemination of news content, including the creation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local rules and regulations by national
laws.

Violations or perceived violations of laws in China arising from information displayed, retrieved from or linked to our portals
could result in significant penalties, including a temporary or permanent cessation of our business in China. The Chinese government agencies have announced restrictions on the transmission of state secrets through the Internet. State secrets have
been broadly interpreted by Chinese governmental authorities in the past. We may be liable under these pronouncements for content and materials posted or transmitted by users on our message boards, virtual communities, chat rooms or e-mails. If the
Chinese government were to take any action to limit or eliminate the distribution of information through our portal network or to limit or regulate any current or future applications available to users on our portal network, this action could have a
material adverse effect on our business, financial condition and results of operations.

Government control of currency conversion may limit our ability
to utilize our revenues effectively.

Substantially all of the revenues and operating expenses of our CDC Games and China.com
businesses, are denominated in Renminbi. The Renminbi is currently convertible to foreign exchange with respect to current account transactions, but not with respect to capital account transactions. Current account
transactions include ordinary course import/export transactions, payments for services rendered and payments of license fees, royalties, interest on loans and dividends. Capital account transactions include cross-border investments and repayments of
principal of loans. Currently, our PRC subsidiaries may purchase foreign exchange for settlement of current account transactions, including payment of dividends to us and payment of license fees to content licensors, without the approval
of the State Administration for Foreign Exchange, or SAFE. Our PRC subsidiaries may also retain foreign exchange in their current accounts, subject to a ceiling approved by SAFE, to satisfy foreign exchange liabilities or to pay dividends. However,
the relevant PRC governmental authorities may limit or eliminate the ability for our PRC subsidiaries to purchase and retain foreign currencies in the future. Foreign exchange transactions under the capital account remain subject to limitations and
require approvals from or registration with SAFE. This could affect our PRC subsidiaries ability to obtain debt or equity financing from outside the PRC, including by means of loans or capital contributions from us.

Fluctuations in exchange rates could materially and adversely affect the value of our common shares and result in foreign currency exchange losses.

Because our earnings and cash and cash equivalent assets earned or held in the PRC are denominated in Renminbi, appreciation or depreciation in the value
of the Renminbi relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. In July 2005, the PRC government discontinued
pegging the Renminbi to the U.S. dollar. However, the Renminbi exchange rate versus the U.S. dollar is restricted to a rise or fall of no more than 0.3% per day and the Peoples Bank of China regularly intervenes in the foreign



35



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##### Index to Financial Statements

exchange market to prevent significant short-term fluctuations in the exchange rate. Nevertheless, the Renminbi may appreciate or depreciate significantly in
value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future, PRC authorities may lift restrictions on fluctuations in the Renminbi exchange rate and lessen intervention in the foreign exchange market.
Fluctuations in the exchange rate will also affect the relative value of any dividend we may issue that will be exchanged into U.S. dollars and earnings from and the value of any future U.S. dollar-denominated investments we make.

Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any
hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we
may not be able to successfully hedge our exposure at all. In addition, our currency exchange losses may be magnified by Chinese exchange control regulations that restrict our ability to convert Renminbi into foreign currency.

Recent PRC regulations relating to offshore investment activities by PRC residents may increase the administrative burden we face and create regulatory uncertainties
that could restrict our overseas and cross-border investment activity, and a failure by our shareholders who are PRC residents to make any required applications and filings pursuant to such regulations may prevent us from being able to distribute
profits and could expose us and our PRC resident shareholders to liability under PRC law.

In October 2005, SAFE promulgated
regulations that require PRC residents and PRC corporate entities to register with and obtain approvals from relevant PRC government authorities in connection with their direct or indirect offshore investment activities. These regulations apply to
our shareholders who are PRC residents in connection with our prior and any future offshore acquisitions.

The SAFE regulation required
registration by March 31, 2006 of direct or indirect investments previously made by PRC residents in offshore companies prior to the implementation of the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-Raising and
Reverse Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies on November 1, 2005. If a PRC shareholder with a direct or indirect stake in an offshore parent company fails to make the required SAFE
registration, the PRC subsidiaries of such offshore parent company may be prohibited from making distributions of profit to the offshore parent and from paying the offshore parent proceeds from any reduction in capital, share transfer or liquidation
in respect of the PRC subsidiaries. Furthermore, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for foreign exchange evasion.

These regulations are still relatively new and there is uncertainty concerning the reconciliation of the new regulation with other approval requirements,
it is unclear how the regulation, and any future legislation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities. Some of our shareholders may not comply with our
request to make or obtain any applicable registrations or approvals required by the regulation or other related legislation. The failure or inability of our PRC resident shareholders to obtain any required approvals or make any required
registrations may subject us to fines and legal sanctions, prevent us from being able to make distributions or pay dividends, as a result of which our business operations and our ability to distribute profits to you could be materially and adversely
affected.

We rely on contractual arrangements, including a voting proxy, with our affiliated PRC entities for the control and operation of our online
games and Internet content distribution businesses. These arrangements may be difficult to enforce under the PRC legal system. If any of our affiliated PRC entities fails to perform its obligations under these contractual arrangements, we may have
to try to legally enforce such arrangements, and our business, financial condition and results of operations may be materially and adversely affected if these arrangements cannot be enforced.

Foreign ownership in the Internet content distribution and online game businesses is subject to significant restrictions under current PRC laws and
regulations. The PRC government regulates Internet access, the distribution of online information, the conduct of online commerce and the provision of online game services through strict business licensing requirements and other government
regulations. These laws and regulations also include limitations on foreign ownership in PRC companies that provide Internet content distribution and online game services. Specifically, foreign investors are not allowed to own more than a 50% equity
interest in any Internet content provision business.



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##### Index to Financial Statements

Because we are a Cayman Islands company, we and our PRC subsidiaries and their branch companies in China
are treated as foreign or foreign-invested enterprises under PRC laws and regulations. To comply with PRC laws and regulations, we conduct our operations in China through a series of contractual arrangements entered into among our PRC subsidiaries.
These licenses held by our affiliated PRC entities are essential to the operation of our business.

Generally, employees of the respective
business units who are Chinese nationals own the shares of the respective domestically registered companies in China which hold the relevant required domestic licenses for operation. These Chinese nationals, in turn, have entered into trust deed
arrangements with respect to the domestically registered companies in China and affiliates of the respective business units under which the Chinese nationals serve as trustees of the trusts, and the business units have formed offshore holding
vehicles to be 100% beneficiaries of the trusts. For a further description of the corporate structure in China, see Item 4.C., Information on the Company  Organizational Structure  Corporate Structure in China for our CDC
Games and China.com Business Units.

CDC Games and China.com have no ownership interest in our affiliated PRC entities. These
contractual arrangements, including the voting proxies granted to us, may not be as effective in providing us with control over these companies as direct ownership. If we were the controlling shareholders of these companies with direct ownership, we
would be able to exercise our rights as shareholders to effect changes in the board of directors, which in turn could effect change, subject to any applicable fiduciary obligations, at the management level. However, under the current contractual
arrangements, as a legal matter, if any of our affiliated PRC entities fails to perform its obligations under these contractual arrangements, we may have to (i) incur substantial costs and resources to enforce such arrangements, including the
voting proxy, and (ii) rely on legal remedies under PRC law, which we cannot be sure would be effective. In the event that CDC Games and China.com are unable to enforce these contractual arrangements, if these contractual arrangements are held
to be unenforceable under PRC or Hong Kong laws or regulations or if we suffer significant time delays or other obstacles in the process of enforcing these contractual arrangements, our business, financial condition and results of operations could
be materially and adversely affected.

If our past or current business operation structure is found not to comply with PRC laws and regulations, we
could be subject to severe penalties, including the shutting down of our servers.

The relevant PRC regulatory authorities have broad
discretion in determining whether a particular contractual structure is in violation of law. If our past or current ownership structures, contractual arrangements and businesses, or those of our PRC subsidiaries and our affiliated PRC entities are
found to be in violation of PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violations, including:



| |  |  | revoking the business and operating licenses of our PRC subsidiaries or affiliated PRC entities, which licenses are essential to our business operations;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | levying fines;
| | - |  | --------------



| |  |  | confiscating our income or the income of our PRC subsidiaries or affiliated PRC entities;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | shutting down our servers and/or blocking our website;
| | - |  | ------------------------------------------------------



| |  |  | discontinuing or restricting our operations or the operations of our PRC subsidiaries or affiliated PRC entities;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | imposing conditions or requirements with which we, our PRC subsidiaries or our affiliated PRC entities may not be able to comply;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | requiring us, our PRC subsidiaries or our affiliated PRC entities to restructure the relevant ownership structure, operations or contractual arrangements;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

| |  |  | restricting or prohibiting our use of the proceeds from any offering we may make to finance our business and operations in China; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | taking other regulatory or enforcement actions that could be harmful to our business.
| | - |  | -------------------------------------------------------------------------------------

Moreover, we could face material and adverse tax consequences if the PRC tax authorities determine that our undocumented or documented arrangements with
our affiliated PRC entities were not priced at arms length for purposes of determining tax liability. If the PRC tax authorities determine that these arrangements were not entered into on an arms length basis, they may perform a transfer
pricing adjustment. A transfer pricing adjustment could result in a reduction, for PRC tax purposes, of deductions recorded by our affiliated PRC entities, which could adversely affect us by increasing the tax liabilities of our affiliated PRC
entities without reducing the tax liabilities of our PRC subsidiaries. This increased tax liability could further result in late payment fees and other penalties to our affiliated PRC entities for under-paid taxes. Any payments we make under these
arrangements or adjustments in payments under these arrangements that we may decide to make in the future will be subject to the same risk.

Any of these actions could materially and adversely affect our business, financial condition and results of operations.

If the Chinese
government considers our existing licenses to be insufficient in meeting compliance requirements with applicable regulations, or if we fail to comply with changes to these requirements or restrictions, our online games and Internet businesses could
be materially adversely affected.

The Chinese government regulates access to the Internet by imposing strict licensing requirements on
Internet service providers, or ISPs. Generally, the provision of different types of infrastructure telecommunication services and value-added telecommunication services is subject to different licensing regimes in China.

While we believe that our current operation complies with all existing laws, rules and regulations in China, there are substantial uncertainties
regarding the interpretation of current Internet laws and regulations. It is possible the Chinese government may take a view contrary to ours because there are no well established precedents or clear judicial interpretations to support our
interpretations and views of the laws, rules and regulations. Issues, risks and uncertainties relating to government regulation of Chinas Internet sector include:



| |  |  | regulations applying to Internet-related services and telecom-related activities. While many aspects of these regulations remain unclear, they purport to limit and
require licensing of various aspects of the provision of Internet information services. If these regulations are interpreted to preclude our current ownership structure or business model, our portal business could be severely impaired; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the activities of ICPs are subject to regulation by various government authorities in China depending on the specific activities conducted by the ICP as stated by
the Ministry of Information and Industry. Various government authorities have enacted several laws and regulations that govern these activities. The areas of regulation include:
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | online advertising;
| | - |  | -------------------



| |  |  | online news reporting;
| | - |  | ----------------------



| |  |  | online publishing;
| | - |  | ------------------



| |  |  | online securities trading;
| | - |  | --------------------------



| |  |  | online gaming;
| | - |  | --------------



| |  |  | online broadcasting;
| | - |  | --------------------



| |  |  | bulletin board service; and
| | - |  | ---------------------------



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##### Index to Financial Statements

| |  |  | the provision of industry-specific information (e.g., pharmaceutical products) over the Internet, etc.
| | - |  | ------------------------------------------------------------------------------------------------------

Other aspects of our online operations may be subject to regulation in the future.

In addition to the regulations promulgated by the Chinese national government, some local governments, such as the Beijing local government, have also
promulgated local rules applicable to Internet companies operating within their respective jurisdictions. These local rules may also create additional barriers in relation to the operation of our business.

Our ability to use and enjoy assets held by our affiliated PRC entities that are important to the operation of our business may be reduced or lost, particularly if
any of these entities goes bankrupt or becomes subject to a dissolution or liquidation proceedings.

As part of our contractual
arrangements with our affiliated PRC entities, they are required to hold certain of the assets that are important to the operation of our business.

Our PRC subsidiaries and affiliated PRC entities are required under PRC laws and regulations to provide for certain statutory reserves, such as a general reserve, an enterprise expansion fund and a staff welfare and bonus fund. Our PRC
subsidiaries and affiliated PRC entities are required to allocate at least 10% of their after tax profits as reported in their PRC statutory financial statements to the general reserve and have the right to discontinue allocations to the general
reserve once the reserve balance has reached 50% of their registered capital. These statutory reserves are not available for distribution to the shareholders of these companies, except in a liquidation, and may not be transferred in the form of
loans, advances, or cash dividends.

Further, if any of these entities incurs substantial debt, the instruments governing such debt may
restrict their ability to pay dividends or make other distributions to us; and if any of these entities goes bankrupt and all or part of its assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all
of our business activities, which could materially and adversely affect our business, financial condition and results of operations. If any of our affiliated PRC entities undergoes a voluntary or involuntary liquidation proceeding, the shareholders
or unrelated third-party creditors may claim rights to some or all of these assets. Any of the foregoing, thereby hindering our ability to operate our business, which could materially and adversely affect our business, financial condition and
results of operations.

The discontinuation of any of the preferential tax treatments currently available to us in the PRC could materially and
adversely affect our business, financial condition and results of operations.

Our subsidiaries incorporated in China are governed by
the PRC Enterprise Income Tax Law Concerning Foreign-Invested Enterprises and Foreign Enterprises.

Our subsidiary, Beijing He He
Technology Co., Ltd. has enjoyed preferential tax treatment as a new technology enterprise pursuant to which its net income was exempted from enterprise income tax from 2003 to 2005, and will be subject to a 7.5% enterprise income tax
rate from 2006 to 2008 and a 15% enterprise income tax rate thereafter so long as it maintains its status as a new technology enterprise. In addition, our subsidiary and our affiliated PRC entity have applied for the same preferential tax treatment
as new technology enterprises pursuant to which their net income will be exempt from enterprise income tax from 2006 to 2008, and will be subject to a 7.5% enterprise income tax rate from 2009 to 2011 and a 15% enterprise income tax rate thereafter,
if they are approved as new technology enterprises and so long as they maintain their new technology enterprise status.

The financial and
non-financial criteria that our subsidiary must meet in order to obtain or maintain preferential tax treatment as new technology enterprises are promulgated by the PRC Ministry of Science and Technology, and are as follows:



| |  |  | the enterprise must engage in the research, development, production and the provision of technical services for, one or more high technology products. Pure
commercial distribution of such technology products is not sufficient;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

| |  |  | the enterprise must be a legal entity;
| | - |  | --------------------------------------



| |  |  | scientific and technical personnel with college and university education must account for more than 30% of the enterprises total employees. Scientific and
technical personnel engaged in the research and development of high and new technology products must account for more than 10% of the enterprises total employees;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | more than 5% of the gross revenue of the enterprise shall have been allotted as research and development expenses of high and new technology products;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | more than 60% of the enterprises gross annual revenues shall have been generated from the provision of technical services for, and sales of, high and new
technology products, and the investment of any newly established enterprises in high and new technology-related areas must account for more than 60% of the enterprises total investment amount; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the persons in charge of the enterprise should be familiar with and focus on the research, development, production and sale of the products in their enterprise.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

While we expect our subsidiaries and affiliated PRC entities to be able to enjoy their respective preferential tax rates
or tax exemptions, this preferred tax treatment is subject to review by higher authorities. We cannot assure you that the PRC tax authorities will not, in the future, deny or elect to discontinue any or all of these preferential tax treatments. In
the event the preferential tax treatment for any of our subsidiaries or affiliated PRC entities is discontinued, the entity will become subject to a 33% standard enterprise income tax rate. The discontinuation of any of these preferential tax
treatments could materially and adversely affect our business, financial condition and results of operations.

The PRC legal system embodies
uncertainties, which could limit the legal protections available to you and us.

The PRC legal system is a civil law system based on
written statutes. Unlike common law systems, it is a system in which decided legal cases have limited precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in
general. The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investment in mainland China. Our PRC operating subsidiaries include several wholly foreign owned
enterprises and are subject to laws and regulations applicable to foreign investment in China as well as laws and regulations applicable to foreign-invested enterprises. In particular, they are subject to the laws and regulations governing foreign
companies ownership and operation of Internet content distribution and advertising businesses. These laws and regulations frequently change, and their interpretation and enforcement involve uncertainties. These uncertainties could limit the
legal protections available to us and our investors. In addition, we cannot predict the effect of future developments in the PRC legal system, particularly with regard to the Internet, including the promulgation of new laws, changes to existing laws
or the interpretation or enforcement thereof, or the preemption of local regulations by national laws.

We have limited insurance coverage in China. Any
business disruption, litigation or natural disaster might result in substantial costs and the diversion of our resources.

The
insurance industry in China is still at an early stage of development and PRC insurance companies offer limited business insurance products. As a result, we do not maintain insurance policies covering losses relating to our systems and we do not
have business liability, interruption or litigation insurance for our operations in China. To improve the performance and to prevent disruption of our services, we may have to make substantial investments to deploy additional servers. Any business
disruption, litigation or natural disaster might result in our incurring substantial costs and the diversion of our resources.

Concerns about the
security of electronic commerce transactions and confidentiality of information on the Internet may reduce use of our network and impede our growth.



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##### Index to Financial Statements

A significant barrier to electronic commerce and communications over the Internet in the PRC has been a
public concern over security and privacy, especially the transmission of confidential information. If these concerns are not adequately addressed, they may inhibit the growth of the Internet and other online services generally, especially as a means
of conducting commercial transactions. If a well-publicized Internet breach of security were to occur, general Internet usage could decline, which could reduce traffic to our destination sites and impede our growth.

Risks Relating to Our Intellectual Property, Personnel, Technology and Network

We may be unable to adequately protect or enforce our intellectual property rights and may be involved in future litigation over our use of technology rights.

We have acquired a significant amount of intellectual property and we are increasingly developing our own intellectual property. We regard the protection
of our trademarks, service marks, copyrights, trade secrets, domain names, and other intellectual property rights as crucial to our success. We rely on a combination of copyright, trade secret and trademark laws, confidentiality procedures,
contractual provisions and other similar measures to protect our proprietary information and technology. Copyrights or trademarks held by us, however, may be challenged or determined to be invalid. In addition to the protections generally available
to unregistered trademarks under the laws of many jurisdictions, we also seek to protect our trademarks through registration, primarily in the United States and Canada, although we do seek such protection elsewhere in selected key markets. However,
adequate protection for our intellectual property may not be available in any, or every country, in which our intellectual property and technology is used. Some countries, such as the PRC, may not protect our proprietary rights to the same extent as
in the United States and Canada. In particular, software piracy in the PRC has been an issue of significant concern for many software publishers. Policing the unauthorized use of our licensed technology is difficult as are the steps necessary to
prevent the misappropriation or infringement of our licensed technology.

Litigation, which may also ultimately prove to be insufficient,
may be necessary to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of our proprietary rights. Any of these claims, with or without merit, could result in costly litigation, divert our
managements time, attention and resources, delay our product shipments or require us to enter into royalty or license agreements.

As
part of our confidentiality procedures, we have policies of entering into non-disclosure and confidentiality agreements with our employees, consultants, corporate alliance members, customers, prospective customers and strategic partners. We also
enter into license agreements with respect to our technology, documentation and other proprietary information. These licenses are non-exclusive and generally perpetual. We provide for source code escrow arrangements under some of our license
agreements. Despite the efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain the use of our products or technology that we consider proprietary and third parties may attempt to develop similar
technology independently.

Most of our products do not contain the functionality to allow us to accurately track the numbers of users of
our products at a particular customer site. Because some of our license agreements are for named-user licenses in which only a certain limited number of named individuals are permitted to use the software for which the license is granted, if our
customers do not accurately report the number of users using our products or we cannot accurately track the number of users of our products at a customer site, we face the potential of lost revenues if the customer has a greater number of users than
for which they have purchased licenses. License agreement provisions, such as those requesting or requiring customers to perform annual self audits of the number of users at a customer site, provide only limited protection and are retrospective.

We also currently sub-license and distribute the intellectual property and technology of third parties. As we continue to develop
intellectual property and introduce new products and services that require new technology, we anticipate that we may need to obtain licenses for additional third-party technology. These existing and additional technology licenses may cease to be
available to us on commercially reasonable terms, or at all. In addition, it is possible that, in the course of using new technology, we or our agents acting on our behalf may inadvertently breach the technology rights of third parties and face
liability for our breach. Our inability to obtain these technology licenses or avoid breaching third-party technology rights



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##### Index to Financial Statements

could require us to obtain substitute technologies of lower quality or performance standards or at greater cost which could delay or compromise the
introduction of new products and services, and could materially and adversely affect our business, results of operations and financial condition.

Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business.

We regard our copyrights, trademarks, trade secrets, domain names and other intellectual property as important to our business. Unauthorized use of such
intellectual property, whether owned by us or licensed to us, may adversely affect our business and reputation. We rely on intellectual property laws and contractual arrangements with our key employees and certain of our clients, collaborators and
distributors and others to protect our intellectual property rights. Policing unauthorized use of intellectual property is difficult and expensive. Despite our precautions, it may be possible for third parties to obtain and use the intellectual
property used in our business without authorization. The validity, enforceability and scope of protection of intellectual property in Internet-related industries in China are uncertain and still evolving. In particular, the laws and enforcement
procedures of the PRC and certain other countries are uncertain or do not protect intellectual property rights to the same extent as do the laws and enforcement procedures in the United States. Moreover, we may have to resort to litigation to
enforce our intellectual property rights. Any future litigation could result in substantial costs and diversion of our resources, and could significantly disrupt our business, as well as have a material adverse effect on our financial condition and
results of operations.

We may be subject to infringement claims, which could be time-consuming and costly to defend, divert managements attention
and resources or cause product shipment delays.

We may be subject to an increasing number of infringement claims as the number of
products and competitors in our various industry segments grows and the functionality of products in different industry segments overlaps. Any such claims, with or without merit, could be time-consuming and costly to defend, divert managements
attention and resources, cause product shipment delays or require us or our subsidiaries to enter into royalty or licensing agreements. Any such royalty or licensing agreements, if required, may not be available on terms acceptable to us, if at all,
and may require the payment of substantial amounts of money. Furthermore, if we are found to have violated the intellectual property rights of others, or any party which licenses intellectual property to us is found to have violated the intellectual
property rights of others, we may be enjoined from using such intellectual property rights. In the event of a successful product infringement claim against us or our failure or inability to license the infringed or similar technology, our business,
results of operations and financial condition could be materially and adversely affected.

If our licensors cannot prevail on future intellectual
property rights claims brought against them by third parties, our results of operations may be materially and adversely affected.

With
respect to our online games business, we expect to derive most of our online games revenues and profits from Yulgang, Special Force and Shaiya and online games that we may license and launch in the future. Certain technology that is licensed from
third parties may also be present in our software applications and licensed and developed online games. Our licensors may be subject to intellectual property rights claims with respect to the online game or games licensed to us. If any of our
licensors cannot prevail on the intellectual property rights claims brought against them, we would lose our license from such licensor and may not be able to obtain the license from the legitimate owner of the game on terms acceptable to us, or at
all, and our results of operations could be materially and adversely affected.

We could be subject to product liability claims, which could be
time-consuming and costly to defend, divert managements attention and could have a material and adverse effect on our reputation, business, results of operations and financial condition.

Our complex software products may contain errors that may not be detected until after the delivery of the software. Furthermore, errors may also be
present in our online games and software that controls or is related to our various mobile applications and services offerings, Any such errors could result in delayed market acceptance or claims against us by customers, which could lead to
increased insurance costs or the payment of damages by us. Any such claims, with or without merit, could be time-consuming and costly to



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##### Index to Financial Statements

defend and divert managements attention and resources. Contractual provisions we may include in our agreements with third parties to mitigate this risk
may not be enforceable in all jurisdictions, and liability insurance may not be available, or coverage for specific claims may be denied. A successful product liability claim brought against us could materially and adversely affect our reputation,
business, results of operations and financial condition.

If we lose the services of key employees, it may be costly and time-consuming for us to locate
other personnel with the required skills and experience.

Our success depends on the continued efforts of our board members, our senior
management and our technical, research and development, services and support, marketing and sales personnel. These persons may terminate their association or employment with us at any time. We have experienced changes in our senior management for a
variety of reasons, including restructuring, medical reasons, retirement, and resignations to pursue other career opportunities. Loss of the services of key members of senior management or experienced personnel can be disruptive and causes
uncertainty. In particular, we depend upon the services of Mr. Peter Yip, our chief executive officer. Mr. Yip took a leave of absence for medical reasons between February 2005 and April 2006. During that time, two other people who served
as our chief executive officer and president resigned. While Mr. Yip believes that he has recovered enough to serve as our chief executive officer, we cannot assure his continued service.

The process of hiring employees with the combination of skills and attributes required to implement our business strategy can be extremely competitive
and time-consuming. We compete for a limited number of qualified individuals with more established companies with greater resources that may offer more attractive compensation or employment conditions. As a result, we may be unable to retain or
integrate existing personnel or identify and hire additional qualified personnel.

We have determined that material weaknesses in our
internal controls over financial reporting existed during 2005 and 2006 as a result of, among other things, our inability to attract and retain sufficient resources with the appropriate level of expertise in the accounting and finance departments of
our organization to ensure appropriate application of GAAP, particularly in the areas of accounting for income taxes, foreign currency translation adjustments related to goodwill and intangible assets and the accounting for certain of our
non-routine transactions. These material weaknesses resulted in the restatement of our financial statements for the years ended December 31, 2005, 2004 and 2003.

On July 2, 2007, we filed an amendment to our Annual Report on Form 20-F for the year ended December 31, 2005, to address comments received from the U.S. Securities and Exchange Commission and to provide
separate consolidated balance sheets for 17game Group, a company we acquired, as of December 31, 2004 and 2005, and the related consolidated statements of operations, shareholders equity and cash flows for the year ended December 31,
2005 and for the five month period from August 1 to December 31, 2004 and the accompanying audit report of Deloitte Touche Tohmatsu CPA Ltd. Additionally, on June 30, 2008, we amended our Annual Report on Form 20-F for the year ended
December 31, 2006 to restate certain amounts presented in the business segment footnote to our consolidated financial statements for the year ended December 31, 2006.

An inability to attract or retain additional qualified senior managers or personnel in a timely manner, or the health, family or other personal problems
of key personnel could have a material and adverse effect on our business, results of operations and financial condition.

In the past, we have
partially relied on options to compensate our employees. In the event employees do not consider their options as valuable compensation, we may need to provide additional compensation at additional expense.



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We have granted, and anticipate we will continue to grant, options to purchase our Class A common
shares to some of our employees. In the event our employees do not consider their options to be valuable compensation, we may need to provide additional compensation in the form of additional salary, bonuses or equity, in an effort to retain those
existing employees. Our inability to retain the employees in our key revenue producing businesses could have a material and adverse effect on our business, results of operations and financial condition.

The computer networks at our CDC Software, CDC Games and China.com business units are vulnerable to hacking, viruses, spamming and other disruptions by third parties,
which may cause those businesses to lose key clients, expose us to liability for our clients losses, or prevent us from securing future business.

Unauthorized or inappropriate use of Internet services or errors or omissions in processing instructions or data available in computer system or databases at our CDC Software, CDC Games and China.com business units
could jeopardize the security of confidential information stored in these computer systems, which may cause our CDC Software,CDC Games and China.com business units lose key clients, expose us to liability for our clients losses and prevent us
from securing future business, any of which could have a material adverse effect on our business, financial condition, results of operations and share price.

Unauthorized or inappropriate use of the Internet includes attempting to gain unauthorized access to information or systems (commonly known as cracking or hacking) and repeated transmission of unsolicited e-mail
messages (commonly known as e-mail bombing or spamming). The current policies, procedures and configurations for managing the systems at our CDC Software, CDC Games and China.com business units, including their computer servers, may not be adequate
to protect these facilities and the integrity of user and customer information. Although CDC Software, CDC Games and China.com implement security measures to protect their facilities and the integrity of their user and customer information, such
measures could be ineffective or circumvented.

Alleviating problems caused by computer viruses or other inappropriate uses or security
breaches may require interruptions, delays or cessation in the services our CDC Software, CDC Games and China.com business units, in addition to the outages that occur in these systems from time to time for various reasons, including power
interruptions, errors in instructions, equipment inadequacy, capacity and other technical problems. We do not carry errors and omissions or other insurance covering losses or liabilities caused by computer viruses, security breaches or spamming
attacks. Compromises or breaches in the security or integrity of these facilities or customer or user information, or inappropriate use of these Internet services, could subject us, CDC Games and China.com to litigation and could adversely affect
our customer base, business, share price, results of operation and financial condition.

We rely on software and hardware systems at our CDC Games and
China.com business units that are susceptible to failure, and in the event of service operations or other related problems, the operating efficiency and results of operations of these businesses may be adversely affected.

Any system failure or inadequacy that interrupts the services of our CDC Games and China.com business units or increases the response time of these
services could reduce user satisfaction, future traffic and our attractiveness to advertisers and consumers. We also depend on Internet service providers and other Web site operators in the PRC and elsewhere that have experienced significant system
failures and electrical outages in the past. Our users have experienced difficulties due to system failures that were unrelated to our systems and services. There can be no assurance that our technologies, services and products will not experience
interruptions or other related problems, which could affect our operating efficiency and results of operations of these business units.

Many of our servers and routers, including back up servers, are currently hosted by third-party service providers throughout China. We do not maintain insurance policies covering losses relating to our systems and we do not have business
interruption insurance. To improve the performance and to prevent disruption of our services, we may have to make substantial investments to deploy additional servers.

We also have limited system redundancy, and do not have a disaster recovery plan in the event of damage from fire, natural disasters, power loss, telecommunications failures, break-ins and similar events.



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##### Index to Financial Statements

We may experience a complete system shut-down if any of these events were to occur. To improve performance and to prevent disruption of our services, we may
have to make substantial investments to deploy additional servers or one or more copies of our Web sites to mirror our online resources. Because we carry property insurance with low coverage limits, our coverage may not be adequate to compensate us
for our losses. If we do not increase our capacity and our redundancy, these constraints could have a material adverse effect on our business, results of operations and financial condition.

The successful operation of our online game and internet portal businesses depends upon the performance and reliability of the Internet infrastructure and fixed
telecommunications networks in China.

Our online game and internet portal businesses depend on the performance and reliability of the
Internet infrastructure in China. Almost all access to the Internet is maintained through state-owned telecommunication operators under the administrative control and regulatory supervision of Chinas Ministry of Information Industry. In
addition, the national networks in China are connected to the Internet through international gateways controlled by the PRC government. These international gateways are generally the only channels through which a domestic user can connect to the
Internet. We cannot assure you that a more sophisticated Internet infrastructure will be developed in China. We may not have access to alternative networks in the event of disruptions, failures or other problems with Chinas Internet
infrastructure. In addition, the Internet infrastructure in China may not support the demands associated with continued growth in Internet usage.

Risks
Relating to Our Class A Common Shares

Our share price could be adversely affected if our major strategic shareholders materially change their
holdings in our shares, particularly if the share holdings are not disposed of in an orderly manner.

As of April 30, 2008,
Asia Pacific Online Limited, or APOL, beneficially owned 22,384,648 of our common shares, or approximately 20.9% of our total outstanding share capital, based on 106,992,519 shares outstanding as of March 31, 2008, and Xinhua, through a wholly-owned
subsidiary, owned 7,362,734 of our common shares, or approximately 6.9% of our total outstanding share capital. APOL is owned by the spouse of Mr. Peter Yip, our current chief executive officer and Vice Chairman of the Board of Directors, and
by a trust established for the benefit of Mr. Yips children. There is no guarantee that APOL or Xinhua will continue to hold our shares going forward for any length of time. If APOL or Xinhua disposes, or if our investors expect Xinhua or
APOL to dispose of, a substantial portion of their respective holdings in CDC at any time, it could adversely affect our share price. For more information regarding the shareholdings of APOL, Xinhua and other entities, see Item 7.A.,
Major Shareholders and Related Party Transactions  Major Shareholders.

A small group of our existing shareholders control a
significant percentage of our common shares, and their interests may differ from those of our other shareholders.

As of April 30,
2008, APOL owned approximately 20.9% of our common shares, based on 106,992,519 shares outstanding as of March 31, 2008, Xinhua, through a wholly-owned subsidiary, owned approximately 6.9% of our common shares and Jayhawk Capital owned approximately
8.4% of our common shares. Accordingly, these shareholders, particularly if they act together, will have significant influence in determining the outcome of any corporate transaction or other matter submitted to shareholders for approval, including:



| |  |  | mergers, consolidations and other business combinations which under the law of the Cayman Islands requires the approval of at least 75% of the shares voting at the
meeting;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | election or non-election of directors which under the law of the Cayman Islands requires the approval of a simple majority of the shares voting at the meeting;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | removal of directors which under the law of the Cayman Islands requires the approval of at least 662/3% of the shares voting at the meeting; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | amendments to our memorandum and articles of association which under the laws of the Cayman Islands requires the
approval of at least 662/3% of the shares voting at the meeting.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

As a result, these shareholders, if they act together, may be able to effectively prevent a merger,
consolidation or other business combination, elect or not elect directors, prevent removal of a director and prevent amendments to our memorandum and articles of association.

For more information regarding the shareholdings of APOL, Xinhua and Jayhawk, see Item 7.A., Major Shareholders and Related Party Transactions
 Major Shareholders.

Our share price has been, and may continue to be, extremely volatile, which may not be attractive to investors.

The trading price of our common shares has been, and is likely to continue to be, extremely volatile. During the period from July 12,
1999, the date we completed our initial public offering, or IPO, to December 31, 2002, the closing price of our shares ranged from $1.86 to $73.44, adjusted for our two stock splits. From January 1, 2003 to December 31, 2007, the
closing price of our shares ranged from a low of $2.40 per share on April 15, 2005 to a high of $14.46 per share on July 14, 2003. There is no assurance that our share price will not fall below its historic or yearly low.

The trading price of our Class A common shares is subject to significant volatility in response to, among other factors:



| |  |  | investor perceptions of our business, the market performance of our peer companies in the enterprise software business services, online games, Greater China portal
and advertising and marketing activities businesses, in general;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our significant acquisitions, partnerships, joint ventures or capital commitments;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | trends and developments in all the markets in which we compete;
| | - |  | ---------------------------------------------------------------



| |  |  | variations in our operating results;
| | - |  | ------------------------------------



| |  |  | our new product or service offerings;
| | - |  | -------------------------------------



| |  |  | changes in our financial estimates by financial or industry analysts;
| | - |  | ---------------------------------------------------------------------



| |  |  | technological innovations;
| | - |  | --------------------------



| |  |  | litigation;
| | - |  | -----------



| |  |  | changes in pricing made by us, our competitors or providers of alternative services;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | the depth and liquidity of the market for our shares; and
| | - |  | ---------------------------------------------------------



| |  |  | general economic and other factors.
| | - |  | -----------------------------------

In addition, the trading price of our common shares has experienced extreme price and volume fluctuations. These fluctuations often have been unrelated or disproportionate to our operating performance. Broad market, political and industry
factors may also decrease the price of our common shares, regardless of our operating performance. Securities class-action litigation and regulatory investigations often have been instituted against companies following steep declines in the market
price of their securities.

We issued $168 million of senior exchangeable convertible notes due 2011 which we may not be able to repay in cash, could
result in dilution to our current stockholders, dilution of our earnings per share, and which contain negative covenants which may have an adverse effect on our business and financial condition.

In November 2006, we issued an aggregate of $168 million of 3.75% senior exchangeable convertible notes due 2011 to a total of 12 institutional
accredited investors in a private placement exempt from registration under the Securities Act. As of December 31, 2007, the face value of outstanding senior exchangeable convertible notes was $168 million.



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Upon the occurrence of certain events, we have the right to redeem the notes, and the investors may
demand redemption of the notes by us in the event that no qualified initial public offering by either CDC Software or CDC Games has occurred on the third anniversary following the issuance of the notes. The notes may be redeemed at par value plus
all accrued and unpaid interest; provided, however, that the interest rate shall increase to 12.5% per annum and apply retroactively from the issue date to the applicable redemption date. However, we cannot assure you that we will have enough
cash on hand or the ability to access cash to pay the notes if presented for redemption, on a redemption date referred to above or at maturity.

In addition, in connection with our issuance of the notes, we became subject to various negative covenants. We agreed that we will not incur any debt, other than permitted debt, unless after giving effect to such debt: our leverage ratio is
less than 6.0 to 1 as reflected in our consolidated financial statements for the immediately preceding four fiscal quarters; our aggregate debt does not exceed 50% of our total capitalization on a consolidated basis as reflected in our consolidated
financial statements for the immediately preceding four fiscal quarters; or our consolidated cash flow exceeds two times the sum of consolidated interest expense and capital expenditures during the immediately preceding four fiscal quarters.

Furthermore, we also may not create, assume or incur any mortgage, pledge lien, or other security interest except for certain permitted
liens, which include existing liens, intracompany liens, liens over assets of CDC Software to secure a credit facility to CDC Software in an amount not exceeding $30 million, liens securing assets acquired or constructed after the closing to secure
the cost of such acquisition or construction, provided such liens do not exceed 80% of the fair market value of the asset, or any lien resulting from renewing extending or replacing a lien.

Pursuant to the negative covenants we are also prohibited from paying dividends to our common shareholders (other than dividends of our common shares) or
repurchase any shares of our capital stock or any of our subsidiaries, provided, however, that we may purchase voting equity in any non-wholly owned subsidiary or make purchases pursuant to a stock repurchase program.

The note investors are also afforded anti-dilution protection, a right of first refusal if we, CDC Software or CDC Games intend to offer or sell any of
its equity or equity equivalent securities prior to a qualified initial public offering, and have received registration rights with respect to the common shares deliverable upon an exchange of the notes. The negative covenants set forth above may
have the effect of limiting our ability to operate our businesses and financial affairs in certain manners, which may have a material, adverse effect on our business, financial condition and results of operations.

We are a foreign private issuer, and have disclosure obligations that are different than those of other U.S. domestic reporting companies so you should
not expect to receive the same information about us at the same time as a U.S. domestic reporting company may provide.

We are a
foreign private issuer and, as a result, we are not subject to certain of the requirements imposed upon U.S. domestic issuers by the SEC. For example, we are not required to issue quarterly reports or proxy statements. We are allowed six months to
file our annual report with the SEC instead of approximately three, and we are not required to disclose certain detailed information regarding executive compensation that is required from U.S. domestic issuers. Further, our directors and executive
officers are not required to report equity holdings under Section 16 of the Securities Act. As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that
select groups of investors are not privy to specific information about an issuer before other investors. We are, however, still subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5.

Since many of the disclosure obligations required of us as a foreign private issuer are different than those required by other U.S. domestic reporting
companies, our shareholders, potential shareholders and the investing public in general, should not expect to receive information about us in the same amount and at the same time as information is received from, or provided by, other U.S. domestic
reporting companies.



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##### Index to Financial Statements

We are liable for violations of the rules and regulations of the SEC which do apply to us as a foreign
private issuer. Violations of these rules could affect our business, results of operations and financial condition.

We may incur significant costs to
avoid being considered an investment company under the Investment Company Act of 1940.

Generally, the Investment Company Act of 1940,
or the 1940 Act, provides that a company is not an investment company and is not required to register under the 1940 Act as an investment company if:



| |  |  | the company is primarily engaged, directly or through a wholly-owned subsidiary or subsidiaries, in a business or businesses other than that of investing,
reinvesting, owning, holding or trading in securities; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 40% or less of the value of the companys assets (exclusive of cash items and U.S. government securities) is represented by investment
securities as defined by the 1940 Act.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We believe that we are engaged primarily and directly in the businesses of
providing enterprise software and business services through our CDC Software business unit, on online games through our CDC Games business unit and on mobile applications and internet and media services through our China.com business
unit. Also, based upon an analysis of our assets at December 31, 2007 and income for the year ended 2007, during 2007, we do not believe we will be considered an investment company. The determination of whether we will be an investment
company will be based primarily upon the composition and value of our assets, which are subject to change, particularly when market conditions are volatile. As a result, we could inadvertently become an investment company.

If we were to become subject to the requirements of the 1940 Act, our operations and results would be negatively impacted, including among other possible
effects, our inability to raise capital through the offer and sale of our securities in the United States. We could also be subject to administrative or legal proceedings and, among other things, contracts to which we are a party might be rendered
unenforceable or subject to rescission. Additionally, we would be unable to continue operating as we currently do and might need to acquire or sell assets that we would not otherwise acquire or sell in order to avoid becoming and investment
company as defined under the 1940 Act. We may incur significant costs and management time to avoid being considered an investment company under the Investment Company Act of 1940, as amended.

We can give no assurances in the future as to our investment company status under the Investment Company Act of 1940.

We believe, although we cannot assure you, that our Class A common shares should not be treated as stock of a passive foreign investment company, or PFIC, for
the taxable year ending December 31, 2007. This belief is different than the determinations we have made in previous years, and we cannot assure you that we will not be treated as a PFIC in the future.

We do not believe that we should be treated as a PFIC for U.S. federal income tax purposes for our taxable year ended December 31, 2007, based upon
our analysis of our assets held at the end of each quarter of our taxable year ending December 31, 2007, and our income for our taxable year ended December 31, 2007.However, the PFIC determination is inherently factual and there is
limited guidance regarding the application of the PFIC rules. Accordingly, we cannot assure you that the IRS will not successfully contend, or that a court would not otherwise conclude, that we are a PFIC. Accordingly, prospective investors are
strongly urged to consult with their tax advisor as to the effects of the PFIC rules.

Further, the PFIC determination is made annually,
and therefore may be subject to change in future years. Thus, we can provide no assurance that we will not be classified as a PFIC in 2008 and beyond. The determination of whether we would become a PFIC in a future tax year would be principally
based upon:



| |  |  | the composition of our assets, including goodwill, the amount of which will depend, in part, on our total net assets and the market value of our Treasury portfolio,
which is subject to change; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the amount and nature of our income over the course of the year.
| | - |  | ----------------------------------------------------------------



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##### Index to Financial Statements

We have limited control over these variables and therefore, cannot assure you of our PFIC status for
future years.

Further, we may consider additional capital markets or corporate finance transactions in the future. Should we proceed with
such offerings, we cannot, at this stage, specify with certainty the timing, amounts or the particular uses of the net proceeds. Depending on the usage of any such net proceeds, we could possibly become classified as a PFIC as a result of such
transactions.

If we become a PFIC, U.S. holders, as such term is defined in Item 10.E., Additional Information  Taxation
 Tax Consequences of U.S. Holder, could be subject to adverse U.S. federal income tax consequences. For further discussion regarding our PFIC status, see Item 10.E., Additional Information  Taxation  Tax
Consequences of U.S. Holders  Passive Foreign Investment Company Status. U.S. holders are strongly urged to consult their own tax advisors regarding the application of the PFIC rules to their particular circumstances.

Substantial amounts of our common shares are eligible for future sale, which could adversely affect the market price of our shares.

Sales of substantial amounts of our Class A common shares in the public market could adversely affect the market price for our shares. As of
March 31, 2008, we had 117,677,165 Class A common shares issued and outstanding, substantially all of which may be sold pursuant to an effective registration statement under the Securities Act or an applicable exemption from registration
thereunder, including Rule 144, which permits resales of securities subject to limitations (including trading volume) depending on the holding period of such securities.

In August 2007, we prepared and filed a shelf registration statement on Form F-3 pursuant to which we could potentially register an indeterminate number of common shares and preferred shares, debt securities, or
warrants to purchase any of such securities or units.

Several of the agreements we have entered into with respect to acquisitions we have
made, require us pay cash and/or issue earn-out shares, which are shares of our common stock issued to sellers or other persons in those transactions, upon the occurrence of certain milestones or on certain dates. These earn-out
obligations may, in some instances, extend for several years past the date of the original agreement. Any such issuance of shares will cause dilution in the interests of our stockholders. Furthermore, many of the amounts payable or issuable under
the earn-out provisions are variable, and the number of shares and/or cash that may be payable under these provisions may be significantly more or less than we may expect or have anticipated.

In addition, as we continue to issue and register shares to fulfill our contractual and acquisition-related obligations, and as our employees and other
grantees have been or are granted, and subsequently exercise, additional options to purchase our common shares, additional shares will be available-for-sale in the public market. We have also granted options to certain of our shareholders, directors
and officers to purchase our shares, the vesting of which options may be accelerated upon an occurrence of a change-of-control event. As a result, additional shares may be available-for-sale in the public market. The availability or perceived
availability of additional shares could have a dilutive and negative impact on the market price of our shares.

In the future, we may also
issue additional shares, convertible notes or warrants to purchase our shares, in connection with acquisitions and our efforts to expand our business. Shareholders could face further dilution from any such future share issuances.



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##### Index to Financial Statements

Anti-takeover provisions in our charter documents may adversely affect the rights of holders of our common shares.

Our memorandum and articles of association include provisions that could limit the ability of others to acquire control of us, modify
our structure or cause us to engage in change-of-control transactions. We intend to review and evaluate these provisions periodically and may adopt additional anti-takeover measures in the future. These provisions could have the effect of depriving
shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of us, in a tender offer or similar transaction.

For example, our board of directors is divided into three classes, each having a term of three years, with the term of one class expiring each year.
These provisions have the effect of delaying the replacement of a majority of our directors and make changes to our board of directors more difficult than if such provisions were not in place. In addition, our board of directors has the authority,
without further action by our shareholders, to issue up to 5,000,000 preferred shares in one or more series and to fix their designations, powers, preferences, privileges, relative participating, optional or special rights and the qualifications,
limitations or restrictions thereon, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences. Any or all of the foregoing may be superior to the rights afforded to the holders of our Class A
common shares. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control or make removal of management more difficult. If our board of directors issues preferred shares, the price of our Class A
common shares may fall and the voting and other rights of the holders of our Class A common shares may be adversely affected.

Our shareholders may
face difficulties in protecting their interests because we are incorporated under Cayman Islands law.

Our corporate affairs are
governed by our amended and restated memorandum and articles of association, and by the Companies Law and common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders and the
fiduciary responsibilities of our directors under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law in the Cayman Islands is derived in part from, as compared to the U.S., limited judicial
precedent in the Cayman Islands and from English common law. Cayman Islands law in this area may conflict with jurisdictions in the United States. As a result, our public shareholders may face more difficulties in protecting their interests in
actions against our management, directors or our controlling shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States. For instance, the ability to bring a class action lawsuit may not be available to
our shareholders as a vehicle for litigating securities matters against us in the Cayman Islands. Further, under Cayman Islands law, shareholder derivative actions may generally not be brought by a minority shareholder. In addition, the shareholders
of Cayman Islands companies may not have standing to initiate a shareholder derivative action before the federal courts of the United States. As a result, our shareholders may have more difficulty in protecting their interests in actions against our
management, directors or our shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States, and our ability to protect our interests if we are harmed in a manner that would otherwise enable us to sue in a
United States court may be limited.

Additionally, the Cayman Islands have a less developed body of corporate and securities laws than the
United States.

The Cayman Islands courts are also unlikely to:



| |  |  | recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws; or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | impose liabilities against us, in original actions brought in the Cayman Islands, based on certain civil liability provisions of U.S. securities laws that are penal
in nature.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

There is no statutory recognition in the Cayman Islands of judgments obtained in the United States,
although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of foreign court of competent jurisdiction without retrial on the merits.

As a result of the above, our public shareholders may have more difficulty in protecting their interests than they would as public shareholders of a U.S.
company.

You may have difficulty enforcing judgments obtained against us.

We are a Cayman Islands company and a substantial majority of our assets are located outside the United States. A substantial portion of our current
operations is conducted outside the United States in countries such as Canada, China, Sweden, Australia, the United Kingdom and other countries and territories, and a majority of our directors and officers are nationals and/or residents of countries
other than the United States. A substantial portion of any assets these people may hold is located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon, and gain jurisdiction
over, these persons. In addition, there is uncertainty as to whether the courts of Canada, China, Sweden, the United Kingdom and other jurisdictions would recognize or enforce judgments of U.S. courts obtained against us or these persons that may be
based upon the civil liability provisions of the securities laws of the United States or any state thereof. Furthermore, the courts of these countries may refuse to hear cases brought in Canada, China, Sweden, the United Kingdom, or other
jurisdictions against us or such persons predicated upon the securities laws of the United States or any of its states.

If you are not a registered
shareholder and do not hold greater than 10,000 shares, you may not receive our proxy materials or other corporate communications.

We
are a Cayman Islands company. As such, we are only required to distribute our proxy materials to our registered shareholders, and not to any shareholders who hold our shares beneficially, through a broker or in a brokerage account. We offer
electronic delivery of proxy materials to our registered shareholders, and we mail proxy materials to each registered owner who has not opted to receive materials electronically. You are a registered shareholder if you have an account with our
transfer agent, The Bank of New York, and if you hold a stock certificate evidencing your ownership of our common shares. You are a beneficial shareholder if a brokerage firm, bank trustee or other agent holds your common shares. However, your name
would not appear anywhere on our records, but rather the name of the broker, bank or other nominee appears on our records as retained by our transfer agent, The Bank of New York. Although we only need to distribute our proxy materials to registered
shareholders under Cayman Islands law, we also distribute, but are not required to distribute, proxy materials to beneficial shareholders who hold greater than 10,000 of our shares. In an effort to maintain cost effectiveness, we have, and intend to
continue to, mail the proxy materials to those beneficial shareholders who hold greater than 10,000 of our shares. If you are not a registered shareholder and do not hold greater than 10,000 of our shares, you will not receive our proxy materials or
other corporate communications. Therefore, if you are a beneficial shareholder and want to ensure that you do receive proxy materials, you are urged to become a registered owner.

We do not intend to pay dividends in the foreseeable future and the holders of our class A common shares may not receive any return on their investment from dividends.

We currently intend to retain any future earnings for funding growth. We do not anticipate paying any dividends in the foreseeable future. The holders of
our class A common shares may not receive any return on their investment from dividends.



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|ITEM 4. | INFORMATION ON THE COMPANY
|------- | --------------------------



|A. | History and Development of the Company
|-- | --------------------------------------

Our
headquarters and principal executive offices are located at 33/F Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong, and our telephone number is 852-2893-8200. Our contact telephone number in Beijing is 011-8610-5129-8700. Our primary
address in the United States is Two Concourse Parkway, Suite 800, Atlanta, GA 230328 and our telephone number in Atlanta is (678) 259-8510. We have a website that you may access at http://www.cdccorporation.net. Information contained on our
website does not constitute part of this Annual Report.

We were incorporated in June 1997 as China Information Infrastructure Limited, a
company limited by shares under the Companies Law of the Cayman Islands and a wholly-owned subsidiary of China Internet Corporation Limited, or CIC, to operate CICs Internet portal and related businesses.

In June 1999, CIC distributed its entire interest in our predecessor company to CICs shareholders. Upon completion of that transaction, CIC ceased
to have any ownership interest in our predecessor company. APOL and a wholly-owned subsidiary of Xinhua provided rights of first refusal to buy the other partys shares in us in the event either party sought to dispose of its shareholdings.
Additionally, APOL received rights to place shares of us owned by the Xinhua subsidiary to prospective buyers on behalf of the Xinhua subsidiary in exchange for a commission.

In July 1999, we completed our IPO of the equivalent of 19,320,000 class A common shares on NASDAQ at the equivalent of a public offering price of $5.00
per share on a stock split adjusted basis. All of the shares registered were sold and net proceeds from the IPO totaled $85.6 million.

In
December 1999, our shareholders approved a two-for-one share split.

In January 2000, we completed a second public offering of the
equivalent of 9,952,884 class A common shares on NASDAQ at the equivalent of a public offering price equal to $42.50 per share on a stock split adjusted basis. Of the 9,952,884 class A common shares sold, 2,325,000 shares were offered by certain of
our shareholders. The selling shareholders received an aggregate of $94.1 million in net proceeds for their shares. All of the shares registered were sold and net proceeds to us from the offering totaled $303.9 million.

In March 2000, we listed our subsidiary, hongkong.com Corporation (which has since been renamed to China.com), on the Growth Enterprise Market, or GEM,
of the Hong Kong Stock Exchange, by selling approximately 16% of this subsidiary to the public. We received net proceeds of approximately $168.5 million in connection with this listing and sale. We currently continue to own approximately 77% of
China.com.

In April 2000, our shareholders approved a second two-for-one share split.

In addition, in April 2000, our shareholders approved the change of our company name to chinadotcom corporation. In April 2005, our shareholders approved
a second change of our company name from chinadotcom corporation to CDC Corporation. Concurrently, in April 2005, the shareholders of hongkong.com Corporation approved a change of its name from hongkong.com Corporation to China.com.

Acquisitions and Divestitures

Our goal is to be a
global company focused on enterprise software through our CDC Software business unit, online games through our CDC Games business unit, internet and media services through our China.com business unit. The evolution of our business model has been
achieved in large part through strategic acquisitions and investments during the past three fiscal years. We have spent a significant amount of cash and have issued a significant number of our common shares in connection with the strategic
acquisitions and investments mentioned below.



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The following is a summary of our strategic acquisitions and investments completed since September 2003
organized by business unit:

CDC Software

Software Group



|                                          |  |                               |  |                                                                                                         
|----------------------------------------- |  | ----------------------------- |  | --------------------------------------------------------------------------------------------------------
|Acquisition or Investment                 |  | Date                          |  | Description                                                                                             
|Industri-Matematik International Corp.(1) |  | September 2003, November 2007 |  | SCM for distribution intensive industries.                                                              
|                                          |  |                              
|Pivotal Corporation                       |  | February 2004                 |  | Vertical CRM applications.                                                                              
|                                          |  |                              
|Ross Systems, Inc.                        |  | August 2004                   |  | Extended ERP and SCM applications.                                                                      
|                                          |  |                              
|Assets of JRG Software, Inc.              |  | February 2006                 |  | On-demand supply chain solutions for planning and scheduling, delivered as Software as a Service (SaaS).
|                                          |  |                              
|C360 Solutions, Inc.                      |  | April 2006                    |  | Add-on products, solutions and tools for the Microsoft Dynamics CRM platform.                           
|                                          |  |                              
|MVI Holdings Limited                      |  | October 2006                  |  | Real-time performance management solutions for process manufacturers.                                   
|                                          |  |                              
|Vis.align, Inc.                           |  | December 2006                 |  | Enterprise solutions and IT services provider based in Pennsylvania.                                    
|                                          |  |                              
|Respond Group Limited                     |  | February 2007                 |  | Enterprise class complaints, feedback and customer service solutions.                                   
|                                          |  |                              
|Saratoga Systems Inc.                     |  | April 2007                    |  | Enterprise CRM and wireless CRM applications.                                                           
|                                          |  |                              
|Catalyst International                    |  | September 2007                |  | Integrated supply chain execution solutions and services.                                               
|                                          |  |                              
|Integrated Solutions Limited              |  | March 2008                    |  | Enterprise solutions provider based in Hong Kong.                                                       

Global Services Group



|                                        |  |                |  |                                                                                                                          
|--------------------------------------- |  | -------------- |  | -------------------------------------------------------------------------------------------------------------------------
|Acquisition or Investment               |  | Date           |  | Description                                                                                                              
|Assets of Horizon Companies, Inc. (51%) |  | February 2006  |  | Outsourced IT support and consulting services provider based in India, Canada and New Jersey.                            
|                                        |  |               
|DB Professionals, Inc.                  |  | June 2006      |  | Outsourced IT support and consulting services provider based in Oregon.                                                  
|                                        |  |               
|OST International Corporation           |  | June 2006      |  | Outsourced IT support and consulting services provider based in Illinois.                                                
|                                        |  |               
|Vectra Corporation (60%)                |  | May 2007       |  | Information security consulting services, managed services and enterprise security solutions provider based in Australia.
|                                        |  |               
|Assets of PlanTec Pty Ltd               |  | June 2007      |  | Information services provider based in Australia.                                                                        
|                                        |  |               
|Catalyst International                  |  | September 2007 |  | Integrated supply chain execution solutions and services.                                                                
|                                        |  |               
|Snapdragon Consulting Pty. Ltd.         |  | October 2007   |  | Information service provider based in Australia focused on Microsoft CRM.                                                



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##### Index to Financial Statements

CDC Games

Online Games



|                                                                               |  |              |  |                                                                                                                  
|------------------------------------------------------------------------------ |  | ------------ |  | -----------------------------------------------------------------------------------------------------------------
|Acquisition or Investment                                                      |  | Date         |  | Description                                                                                                      
|Equity Pacific Limited (holds Beijing 17Game Network Technology Co., Ltd.) (2) |  | March 2006   |  | 17game is a leading massive multiplayer online role-playing games (MMORPG) provider in the China market.         
|                                                                               |  |             
|Gorilla Banana Entertainment Corp.                                             |  | January 2007 |  | Independent online games development company in South Korea (minority equity investment and distribution rights).
|                                                                               |  |             
|Auran Holdings Pty Ltd                                                         |  | March 2007   |  | Developer of online games in Australia (minority equity investment and revenue sharing rights).                  
|                                                                               |  |             
|Mgame Corporation                                                              |  | March 2007   |  | Leading developer of online games in South Korea (minority equity investment and distribution rights).           
|                                                                               |  |             
|Guangzhou Optic Communications Co., Ltd., or Optic (2)                       |  | July 2007    |  | A leading online games company in the PRC.                                                                       



|(1) | In September 2003 we acquired a majority interest in IMI by acquiring 51% of IMIs holding company, Cayman First Tier. In November 2007, we entered into a letter agreement with
Cayman First Tier, IMIs holding company, and Symphony Technology Group, the holder of the remaining 49% interest in IMI, whereby the amounts outstanding under $25.0 million loan made by Cayman First Tier to Symphony were deemed to be repaid in
full in exchange for the transfer to Cayman First Tier of Symphonys right, title and interest in Symphonys 49% ownership interest in Cayman First Tier.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | In March 2006, a subsidiary of China.com acquired the remaining 52% of Equity Pacific Limited, or Equity Pacific, which ultimately owns Beijing 17game Network Technology Co Limited,
or 17game, amongst other subsidiaries. 17game was transferred to CDC Games in December 2006 in connection with our internal restructuring.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

China.com

Mobile Services(1)



|                                                                         |  |               |  |                                                                                                                                                                                                   
|------------------------------------------------------------------------ |  | ------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Acquisition or Investment                                                |  | Date          |  | Description                                                                                                                                                                                       
|Group Team Investments Limited (holds Beijing He He Technology Co. Ltd.) |  | May 2004      |  | Operated Go2joy, a mobile value-added services and applications provider in China with partnerships with media companies in China.                                                                
|                                                                         |  |              
|Unitedcrest Investments Limited (holds Shenzhen KK Technology Ltd.)      |  | June 2005     |  | Mobile value-added services and applications provider in China which specializes in nation-wide WAP businesses.                                                                                   
|                                                                         |  |              
|Timeheart Science Technology Limited                                     |  | November 2006 |  | Provider of MVAS products through personal digital assistants (PDAs), wireless application protocol (WAP), multimedia services (MMS), interactive voice response (IVR) and media stream, in China.



|(1) | In February 2008 we announced that we would be discontinuing our mobile services operations and we have since discontinued such operations.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

We continually seek to acquire companies that support and expand our current business models. Our acquisitions are typically financed through a
combination of cash and our common shares.

In August 2007, we entered into four separate purchase agreements to sell the principal assets
and subsidiaries that comprise our Ion Global business for $9.0 million. Under the terms of the agreements, we agreed to sell: (i) the assets related to the internet consulting services and website design and development of Ion Global
(California) Inc.; (ii) substantially all of the assets of Ion Global Limited; (iii) all of the issued and outstanding shares of Ion Global Korea Ltd. held by Ion Global (BVI) Ltd.; and (iv) the Ion Global trademark.



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|B. | Business Overview
|-- | -----------------

CDC Corporation, with facilities
in the PRC, Southeast Asia, North America, Europe and Australia, is a global provider of enterprise software, online games and internet and media services. We report operating results in five business segments, Software, Business
Services, Online Games, Mobile Services and Applications and China.com. During 2005, we reorganized these segments into two core business units, CDC Software and China.com., and during 2006, we added a third
core business unit, CDC Games. The operations of Software and Business Services are included in the CDC Software business unit, the operations of online games are included in the CDC Games business unit and the operations of Mobile Services and
Applications and China.com are included in the China.com business unit. In February 2008 we announced that we would be discontinuing our mobile services and applications operations and we have since discontinued such operations due to the regulatory
environment connected with such operations.

CDC Software Business Unit

Our Business

CDC Software is a
leading global provider of specialized enterprise software applications and complementary business services to customers in select industries, which we refer to as our targeted vertical industries. Companies in our targeted vertical industries
generally have specific and complex business needs and often are subject to specific and extensive regulatory requirements. We believe that our enterprise software applications address our customers critical, industry-specific requirements
more reliably and more cost-effectively than conventional enterprise software applications. We also offer a range of complementary business services, including information technology, or IT, and outsourcing services, that span the lifecycle of our
customers technology investments.

We conduct our business through our Software Group and our Global Services Group. Through our
Software Group, we offer enterprise software applications that are designed to deliver industry-specific functionality. We believe our products help our customers establish and maintain a competitive advantage by allowing them to reduce the cost of
their operations, gain visibility needed for continuous business improvement and ensure their regulatory compliance. Our products can typically be rapidly deployed, configured and upgraded easily, and are intuitive to learn and use. We believe these
factors lower our customers total cost of ownership and increase their return on investment.

CDC Softwares principal
enterprise software applications include:



| |  |  | Enterprise and departmental solutions for process manufacturers in the food and beverage, consumer products, pharmaceutical and biotechnology, chemicals, metals and
natural products industries. These solutions include enterprise resource planning, or ERP, supply chain management, or SCM, manufacturing operations management, customer relationship management, or CRM, and enterprise performance management;
and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Vertical CRM applications for industries characterized by complex product offerings, business relationships and sales processes, such as the financial services,
homebuilding and real estate, general manufacturing, energy, insurance and healthcare industries.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Through our Global
Services Group, we offer IT and business services to help our customers optimize their business processes and maximize the value of their IT expenditures. Our IT and business service offerings include application development, IT infrastructure
services, help desk services, business process improvement, implementation and outsourced hosting and application management services. Our customers make significant investments when they purchase enterprise software applications, whether from us or
other software vendors, to run many critical business processes for years to come. Our broad range of IT and business services helps our customers protect and extend the value of those investments by offering them ways to improve and enhance their
IT systems and business processes. We assist our customers in implementing software and in fine-tuning their IT infrastructure, including processes, systems and personnel management.

As of March 31, 2008, products and services had been purchased by over 6,000 companies worldwide. For the year ended December 31, 2007, the CDC
Software Business Unit generated total revenues of $349.0 million and operating income of $21.5 million. Our Software Group and our Global Services Group accounted for 59% and 28%, respectively, of these 2007 revenues.



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Software Group

Overview

Our Software Group provides a diverse portfolio of sophisticated enterprise software
applications for mid-sized enterprises and divisions of larger enterprises in our targeted vertical industries. Revenues from our Software Group were $238.3 million in 2007, which constituted 59% of our total revenues during that period.

Our integrated suite of enterprise software applications help our customers improve efficiencies and profitability through company-wide integration of
business and technical information across multiple divisions and organizational boundaries, such as finance, general manufacturing, logistics, human resources, marketing, sales and customer service. While most of our products are available as
licensed applications installed at our customers facilities, some of our products are available on a subscription basis over the Internet. Over time, we intend to make more of our products available in a SaaS format. We complement our products
with a range of business services that promote a lower totals cost of ownership and faster return on investment. The following chart summarizes our current vertically focused products and services:



|                                 |  |     |  |     |  |     |  |                         |  |                  |  |                  
|-------------------------------- |  | --- |  | --- |  | --- |  | ----------------------- |  | ---------------- |  | -----------------
|Industry Specialization          |  | CRM |  | ERP |  | SCM |  | ManufacturingOperations |  | HRPayroll(China) |  | BusinessAnalytics
|Financial services               |  |    |  |     |  |     |  |                         |  |                 |  |                 
|General manufacturing            |  |    |  |     |  |     |  |                         |  |                 |  |                 
|Healthcare                       |  |    |  |     |  |     |  |                         |  |                 |  |                 
|Consumer products                |  |    |  |    |  |    |  |                        |  |                 |  |                 
|Food and beverage                |  |    |  |    |  |    |  |                        |  |                 |  |                 
|Pharmaceutical and biotechnology |  |    |  |    |  |    |  |                        |  |                 |  |                 
|Chemicals                        |  |    |  |    |  |    |  |                        |  |                 |  |                 
|Metals and natural products      |  |    |  |    |  |    |  |                        |  |                 |  |                 
|Energy                           |  |    |  |     |  |     |  |                         |  |                  |  |                  
|Insurance                        |  |    |  |     |  |     |  |                         |  |                  |  |                  

Our products and services are designed to meet the specific needs of our targeted vertical
industries by helping to address the unique challenges facing those industries. Some of our industry-specific solutions may help our customers:



|                                    |  |                                                                                                                
|----------------------------------- |  | ---------------------------------------------------------------------------------------------------------------
|Selected Targeted Vertical Industry |  | CDC Software Industry-Specific Solutions                                                                       
|Financial services                  |  |    Differentiate product offerings                                                                            
|                                    | 
|                                    |  |    Increase sales effectiveness by managing indirect relationships with deal influencers                      
|                                    | 
|                                    |  |    Build customer loyalty by offering unique, personalized services                                           
|                                    | 
|                                    |  |    Improve customer experience with coordinated interactions across all departments                           
|                                    | 
|                                    |  |    Measure and track expenses and profitability of individual agents and brokers                              
|                                    | 
|                                    |  |    Increase data accuracy and accessibility                                                                   
|                                    | 
|                                    |  |    Streamline time-intensive processes to reduce costs                                                        
|                                    | 
|                                    |  |    Manage customer complaints to improve customer satisfaction and retention, and ensure regulatory
compliance



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|                                     |  |                                                                                                                                                                                                                                                                                                                                     
|------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|General manufacturing                |  |    Accelerate time to market for new products     Increase sales effectiveness by
managing indirect relationships with deal influencers, such as doctor     Increase margins through improved price quoting and discounting     Coordinate the management of extended sales teams including direct, wholesalers and
distributors
|                                     | 
|Healthcare                           |  |    Gain insight into individual client requirements and expectations                                                                                                                                                                                                                                                               
|                                     | 
|                                     |  |    Improve data quality and management visibility                                                                                                                                                                                                                                                                                  
|                                     | 
|                                     |  |    Improve the profit potential of each client                                                                                                                                                                                                                                                                                     
|                                     | 
|                                     |  |    Coordinate services more consistently and effectively across all departments                                                                                                                                                                                                                                                    
|                                     | 
|                                     |  |    Manage customer complaints to improve customer satisfaction and retention, and ensure regulatory
compliance                                                                                                                                                                                                                     
|                                     | 
|Food, beverage and consumer products |  |    Streamline operations and supply chain functions to reduce costs and improve profits     Cost-effectively
respond to increasing demands of big-box retailers and large distributors     Manage complex sales and distribution networks                                                                                        
|                                     | 
|                                     |  |    Streamline regulatory compliance                                                                                                                                                                                                                                                                                                
|                                     | 
|                                     |  |    Ensure consistent safety and quality of product                                                                                                                                                                                                                                                                                 
|                                     | 
|                                     |  |    Ensure brand protection                                                                                                                                                                                                                                                                                                         
|                                     | 
|                                     |  |    Manage recalls and mock recalls                                                                                                                                                                                                                                                                                                 
|                                     | 
|                                     |  |    Increase product line profitability                                                                                                                                                                                                                                                                                             
|                                     | 
|                                     |  |    Optimize production and inventory planning                                                                                                                                                                                                                                                                                      
|                                     | 
|                                     |  |    Provide customer self-service                                                                                                                                                                                                                                                                                                   
|                                     | 
|                                     |  |    Manage recipes                                                                                                                                                                                                                                                                                                                  
|                                     | 
|                                     |  |    Control inventory                                                                                                                                                                                                                                                                                                               
|                                     | 
|                                     |  |    Facilitate complex product costing                                                                                                                                                                                                                                                                                              
|                                     | 
|Pharmaceutical and biotechnology     |  |    Streamline regulatory compliance     Monitor, track, control, validate
and audit critical resources and activities across the manufacturing and distribution processes                                                                                                                                                         
|                                     | 
|                                     |  |    Maintain control and ensure product safety and quality while taking advantage of the industry trend toward outsourced
and offshore manufacturing                                                                                                                                                                                
|                                     | 
|                                     |  |    Ensure brand protection                                                                                                                                                                                                                                                                                                         
|                                     | 
|                                     |  |    Manage recalls and mock recalls                                                                                                                                                                                                                                                                                                 
|                                     | 
|                                     |  |    Optimize production and inventory planning                                                                                                                                                                                                                                                                                      
|                                     | 
|                                     |  |    Provide customer self-service                                                                                                                                                                                                                                                                                                   



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|                                                               |  |                                                                                                                                                                                                                                                                                                      
|-------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                               |  |    Manage customer complaints to improve customer satisfaction and retention, and ensure regulatory
compliance                                                                                                                                                                                      
|                                                               | 
|Chemicals                                                      |  |    Streamline operations and SCM functions to reduce costs and improve profits                                                                                                                                                                                                                      
|                                                               | 
|                                                               |  |    Optimize production and inventory planning                                                                                                                                                                                                                                                       
|                                                               | 
|                                                               |  |    Manage complex sales and distribution networks                                                                                                                                                                                                                                                   
|                                                               | 
|                                                               |  |    Facilitate automated monitors and reporting to efficiently demonstrate compliance                                                                                                                                                                                                                
|                                                               | 
|                                                               |  |    Maintain control and ensure product safety and quality while taking advantage of the industry trend toward toll
processing and outsourced and offshore manufacturing                                                                                                                             
|                                                               | 
|                                                               |  |    Optimize value of capital investments in production equipment and warehouse capacity                                                                                                                                                                                                             
|                                                               | 
|Metals and natural products (forest and agricultural products) |  |    Streamline operations and SCM functions to reduce costs and improve
profits     Minimize
operating costs and maintain control while taking advantage of the industry trend toward outsourced and offshore manufacturing     Respond to an increasing need to outsource to meet cyclical demands
|                                                               | 
|                                                               |  |    Enhance customer service as a differentiator                                                                                                                                                                                                                                                     
|                                                               | 
|                                                               |  |    Improve productivity                                                                                                                                                                                                                                                                             
|                                                               | 
|                                                               |  |    Optimize value of capital investments in production equipment and warehouse capacity                                                                                                                                                                                                             
|                                                               | 
|Energy                                                         |  |    Quickly integrate new products and services into the sales force                                                                                                                                                                                                                                 
|                                                               | 
|                                                               |  |    Quickly adapt complex processes to new regulatory mandates and energy conservation incentive programs while tracking
the success of these programs to ensure compliance                                                                                                                          
|                                                               | 
|                                                               |  |    Integrate data from many different systems into a consolidated view enabling customer service to provide customers
with insight into complex pricing and rebate programs                                                                                                                         
|                                                               | 
|Insurance                                                      |  |    Provide accountability throughout the entire lifecycle of a group through automated workflows between internal
departments and broker channels                                                                                                                                                   
|                                                               | 
|                                                               |  |    Integration with core systems either through imports or real-time connectivity eliminating data duplication, reducing
data entry and errors, as well as improving sales, underwriting, and membership processes                                                                                  

Enterprise Software Applications and Services

Our enterprise software applications and services include the following:

Enterprise Resource Planning (ERP). Our ERP products help provide the control and visibility needed throughout a customers operations to improve profitability and fulfill customer demand. For companies
that produce and package products through recipe and formula-based processes, our ERP solutions help process manufacturers manage manufacturing operations with dynamic forecasting and scheduling, formula-based production and yield management,
quality control, inventory management, complex product costing, and streamlined regulatory compliance.



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Supply Chain Management (SCM). Our SCM products help enable process manufacturers to plan and
forecast proactively, optimize production schedules for low-cost and high-quality customer service, minimize inventory investments, and streamline distribution operations. We also offer SCM products for distribution intensive companies that support
demand-driven fulfillment in multi-company, multi-site, multi-channel environments, such as for retailers (grocery stores, specialty goods and direct merchant retailers), wholesalers (pharmaceutical and over-the-counter drug distributors) and
consumer goods manufacturers, which have high volumes of order transactions and fast-moving products.

Manufacturing Operations. Our
manufacturing operations applications help companies optimize the efficiency and effectiveness of their factories. These applications are integrated with and complement our ERP and SCM products, and also fill the manufacturing operations void in
ERP, SCM and manufacturing execution systems from our competitors. Our manufacturing operations applications combine finite factory scheduling with real-time performance management and business intelligence to enable continuous improvement,
optimization of operational resources and change management for manufacturing operators, engineers, technicians and management personnel.

Customer Relationship Management (CRM). Our CRM products help our customers establish and maintain profitable long-term business relationships with their customers by integrating information from the entire enterprise and increasing
efficiencies within the sales, marketing and service functions to create one unified business network connecting employees, partners and customers. Our products are highly configurable, enabling companies to cost-effectively adapt and integrate the
application to fit their unique business processes.

Enterprise Feedback Management (EFM). Our EFM applications help organizations
capture and process customer complaints and feedback and use this information to help deliver cost reductions, increased efficiencies, improved customer satisfaction and increased profitability. These applications help companies maintain customer
satisfaction and advocacy, and drive business improvements and competitive advantage as well as providing the ability to help address regulatory compliance requirements.

Human Resource Payroll (HRP). Our HRP solutions, which are currently only offered in China, focus on automating processes to enable an organization to improve business results and increase workforce performance
by leveraging technology and applications to manage and mobilize a unified, global workforce. Our HRP solutions streamline the human resource management process, increase work efficiency, and support strategic decision-making. Our customers are able
to automate routine daily tasks such as payroll processing, attendance, and benefits tracking, giving them more time and information to implement strategies that align the workforce with their organizations strategic goals.

Business Analytics (BA). Our BA applications help to empower organizations with convenient access to information, reporting and analysis
capabilities, and budget and planning systems. These tools help to convert large volumes of data collected and stored by the business into meaningful and multi-dimensional reports and analyses for use in decision-making. These applications are sold
as complementary applications to our ERP, SCM, CRM and manufacturing operations solutions.

The following table sets forth the core
components of our various solutions:



|                                                                                                                                                                                                                            |  |                                                                                                                                                                                                                                                |  |                                                                                                |  |                                                                                                                                                                             |  |                                                                               |  |                                                                                                  |  |                                                   
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------ |  | --------------------------------------------------
|ERP                                                                                                                                                                                                                         |  | SCM                                                                                                                                                                                                                                            |  | ManufacturingOperations                                                                        |  | CRM                                                                                                                                                                         |  | EFM                                                                           |  | HR Payroll(China)                                                                                |  | BA                                                
|   Financial Management    Manufacturing Management    Quality Management    Regulatory Compliance    Materials Management    Inventory Control    Maintenance Management    Business Analytics    Data Collection |  |    Supplier Management    Demand Planning    Replenishment Planning    Vendor Managed Inventory    Sales and Operations Planning    Production Scheduling    Radio Frequency Identification (RFID)    Planning    Execution Analytics |  |    Finite Factory Scheduling    Real-Time Performance Management    Reporting and Analytics |  |    Sales    Marketing    Service    Partner Management    Analytics    Mobile CRM    Complaint and Feedback Management    Add-on products to Microsoft Dynamics CRM |  |    Customer Complaints    Complaint Management and Escalation    Analytics |  |    Human Resources    Payroll Administration    Attendance Tracking    Employee Self-Service |  |    Reporting    Analysis    Budget    Planning



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Customer Services

Our Software Group offers a variety of professional services to customers that use our enterprise software applications. These services cover the full range of business optimization requirements, including industry
advisory services, business process improvement services, traditional implementation services, tuning/optimization services and outsourced hosting/application management services.

The following diagram illustrates the range of professional services we are able to offer to match up with the continuum of customer needs.

The Professional Services Continuum

LOGO

Generally, these customer services are offered on a time and expense reimbursement basis, although there has
been an increasing trend to perform such services for a fixed fee.



| |  |  | Industry Advisory Services.Industry advisory services involve working with clients to understand their business issues and to identify and document
achievable technical solutions to provide tangible business improvements, often by identifying and implementing industry best practices as part of the clients processes. Utilizing professionals with specific industry expertise, we offer
independent analysis and advice to help customers plan, evaluate and select the processes necessary to form an effective business solution. This process often requires us to become involved in other aspects of our clients businesses, such as
business planning, financial modeling and defining and documenting business requirements.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Business Process Improvement Services.Business process improvement services involve working with clients to design and document business processes that
drive tangible business improvements. Our business consultants work with clients to produce an in-depth analysis of the clients specific needs and prepare detailed plans that list the step-by-step procedures that will form a business process.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Software Implementation Services.Software implementation services seek to achieve timely and successful implementation of business systems usually involving
one or more of our software products. These services include evaluating and managing the clients needs by supplying custom application systems, custom interfaces, data conversions and system conversions. Our consultants participate in a wide
range of activities, including software design and development. In addition, we also provide implementation services focused on networking and database administration.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Tuning and Optimization Services.Tuning and optimization services focus on improving the coordination and operation of our clients disparate business
systems so that all of the processes are seamless, smooth and efficient, and the system provides all of the business information that clients require quickly and accurately. As part of these services, we typically assist clients in the integration
of multiple software products across multiple existing systems. Because businesses have often deployed disparate enterprise systems over time to support sales, services, accounting, manufacturing, human resources and order processing, our tuning and
optimization services seek to unify the multiple systems and unlock the information in these separate databases.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Hosting and Application Management.Hosting and application management involves offering clients a variety of managed IT services, including outsourcing,
facilities management and hosting strategic business processes. Hosting and application management offers a practical alternative for organizations wanting to concentrate on core business activities rather than devote limited resources to IT
matters. Specific services we offer include hosting enterprise software applications for clients on our servers, providing outsourced desktop and data management services, providing help desk support to a clients employees, leasing and
supporting IT assets such as computers and printers, and acting as a strategic source for certain segments of a clients IT infrastructure (such as second level support beyond the help desk). In addition, we provide outsourced application
development services to our clients, including designing, developing, testing and deploying custom software applications.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other
Customer Services Provided by the Software Group

To enable our customers to get the most out of our enterprise software
applications, we also offer client support and education services to our customers.

Customer Support.We seek to ensure that our
customers quickly and easily find answers to questions or issues related to their enterprise software applications. We provide customer support through a variety of media, including web-based support, e-mail, telephone support, technical
publications and product support guides. These media allow our customers to conveniently and effectively acquire the information they desire. Customer support works closely with our customers internal support teams to assist our customers in
their use of our solutions. Generally, our customer support is provided under the maintenance provisions in our license agreements for an annual fee, which is based on a percentage of the software license fees. Customers are typically required to
purchase customer support for at least one or two years when they enter into a license agreement. Standard maintenance agreements generally entitle a customer to certain product upgrades and product enhancements, as well as access to our staff. In
addition to standard support, we continue to expand our offerings to include remote services and extended technical support.

Education
Services.We seek to ensure that our customers effectively adopt and use their enterprise software applications by delivering education and training services that fit each customers business needs. Education services are offered to
customers as standard or customized classes at our education facilities or at the customers location.



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Global Services Group

Our Global Services Group provides many of the same business optimization services offered by our Software Group to customers that do not use our enterprise software applications. The Global Services Group assists
customers to achieve the highest value for their IT expenditures by providing our customers with more value-added services than offered by our Software Group. These services are generally offered on a regional basis in the United States and
Australia. In order to provide more cost-effective services while maintaining a high quality of service, our Global Services Group utilizes both locally based professional services staff who can interact with a customers staff on-site, as well
as off-shore professional services staff typically located in India or China.

Revenues from our Global Services Group were
$110.8 million in 2007. As a percentage of total revenues, revenues from our Global Services Group constituted 28% of our total revenues in 2007.

Customers

Our enterprise software customers operate in process-intensive industries, such as the food and beverage,
consumer products, pharmaceutical and biotechnology, chemicals, metals and natural products industries, and in other industries that are characterized by complex customer relationships, such as the financial services, homebuilding and real estate,
general manufacturing and healthcare industries. We believe customers in these industries benefit from vendor solutions that address their industry and business specific needs, such as the ability to make modular purchase decisions, the availability
of risk-mitigating implementation services and strong configuration support. As a result, our products often suit mid-sized enterprises and divisions of larger enterprises in our targeted vertical industries. As of December 31, 2007, over 6,000
customers worldwide had purchased our products.

Within the Global Services Group, we target both mid and large companies doing business in
many areas including telecommunications, chemical, oil and gas, pharmaceutical, consumer product, utility, insurance, banking and finance, entertainment and IT sectors. Because many of our target customers for business services are also in our
targeted industries for enterprise software, we seek to cross-sell both enterprise software applications and business services between the two customer bases in addition to leveraging our industry expertise and knowledge gained between the two lines
of business.

During 2007, our top 10 customers accounted for 11% of our total revenues. No customer accounted for more than 10% of our
total revenues in 2006 or 2007.

Sales

We sell our products and services through a variety of methods, including our direct sales force, our channel partners and distributors, and, for certain products, through our websites. Our direct sales force is organized by vertical
industry and is primarily concentrated in the United States and Western Europe. As of December 31, 2007, we had approximately 260 employees engaged in direct sales.

In addition to our direct sales force, we sell our products through partners and distributors. These partners include value-added resellers, original equipment manufacturers, consulting and professional services
companies, progressive product development organizations, and regional consulting and sales agents that meet certain criteria. Our partners and distributors pay us royalties on the sales of products and maintenance services. As of December 31,
2007, we had approximately 44 distributors, principally located outside the United States, that distribute our enterprise software products. In addition, we sell add-on products, solutions and tools for the Microsoft Dynamics CRM platform both
directly through an online store and through more than 600 authorized reseller partners worldwide.



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China Strategy for Leveraging Development Capabilities

We believe that we maintain a low-overhead research and development infrastructure that delivers high-quality, low-cost software development capabilities
through our operations in Shanghai and Nanjing. As of March 31, 2008, we maintained a total of 135 employees in these facilities.

While our product development and design decisions are primarily maintained in the United States, software development and quality assurance testing work has been increasingly moved offshore. We now have a significant amount of our global
research and development organization in China, and currently intend to increase that amount over time. We believe that this strategy will help further reduce our overall cost structure, as labor costs for information technology professionals are
approximately 18% of the typical costs of those paid in the U.S. and 79% of the typical costs paid in India. Furthermore, in China, turnover rates have been relatively low, and we have experienced only modest salary increases relative to other
regions, such as India.

Currently, Shanghai is our key development center in China today; however, we have also established a significant
presence in Nanjing. Nanjing offers lower operating cost than Shanghai, which helps us maintain a low average cost structure in China. Total operating costs in Nanjing are approximately 20% lower than those in Shanghai, and salaries in Nanjing are
approximately 18% lower.

In addition, we also maintain a relationship with one of Chinas leading universities, the Nanjing
University. We believe this relationship helps our recruiting efforts by attracting top talent.

We also believe that one of our
competitive advantages is our ability to migrate research and development efforts to our China operations. Since many of the companies we typically acquire have research and development expenditures greater than our corporate average, during our
integration process, we typically leverage our offshore capabilities to lower that spend level, or accelerate development schedules.

China Strategy for Increasing Software Sales

We also believe we have a strong sales channel in China that may allow
us to benefit from positive economic and technology trends in China.

Our total headcount in sales and marketing in China is currently
approximately 110 persons, and our locations include Shanghai, Beijing, Nanjing, Guangzhou, and Hong Kong.

Global concern over
Chinas food and product safety is a major catalyst for interest in our products in China as our ERP products provide food and product traceability necessary to support brand protection initiatives. Other industry drivers include the need to
support complex regulatory and reporting requirements for human resources and payroll, and the need to ensure that supply chain inefficiencies do not negatively affect the low cost of labor.

Furthermore, one example of an emerging market we are targeting in China is CRM in the Financial Services industry of Institutional Asset Management.
Approximately 50% of the top 25 global asset management firms use CDC Softwares CRM packages. We hope to leverage that experience into the Asia/Pacific region, initially targeting Hong Kong and Singapore.

We have developed our HRM solutions to specifically address the unique regulatory and reporting requirements found in China, and our HRM products are
already established in the manufacturing, business services and financial services industries in China. We intend to take advantage of this customer base to help cross-sell our other enterprise applications to these customers.

Franchise Partner Program and Other Initiatives

We
have established a Franchise Partner Program, or FPP, and have allocated an aggregate of up to $20 million for investment in channel partners to establish strategic relationships that we hope will accelerate mutual business expansion. We select
participating partners in high-growth geographies including Eastern Europe, the Middle East, Latin America, India and China. For participation in the FPP,



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we seek partners with long-standing, successful track records in ERP, SCM and CRM. Additionally, we consider the more than 600 authorized distribution
partners of CRM add-on products, industry-specific CRM solutions and CRM development tools for Microsoft Dynamics CRM. Our investments, made through equity investments, lines of credit or a combination of these, are used to help these partners grow
their businesses through expanded marketing and sales programs, accelerated product localization and improved local support and services.

To date, we have entered into agreements under the FPP with Business T&G Group, in Spain, CMT Latin America, in Latin America, Desarrollo de Recursos Estratégicos S.A de C.V, in Mexico, Ross Systems Chile Ltda, in Chile and DC
Software do Brasil Sistemas S.A., in Brasil, we have also acquired Brilliant Training and Consulting in Australia, and a majority ownership interest in Integrated Solutions Limited a Hong Kong-based vendor of ERP systems designed for small and
medium-sized discrete manufacturers in China.

In December 2007, we announced that we had commenced sales of our Pivotal CRM solutions in
India through CDC CRM Solutions Private Ltd., a company in which we have taken a 19% ownership stake and that is intended to exclusively sell Pivotal CRM in India.

In addition, in October 2007, we executed a term sheet to enter into a joint venture with FlexSystem Limited to develop, market and sell basic accounting and payroll SaaS products. We intend that the products to be
developed by the joint venture will initially be marketed and sold to customers in the Peoples Republic of China. The term sheet provides that each party shall license certain intellectual property rights to the joint venture for use in
product development. The completion of the joint venture with FlexSystem remains subject to standard conditions, including, but not limited to, finalizing definitive transaction agreements, completing due diligence to our satisfaction and obtaining
the approval of our board of directors.

Marketing

In support of our sales force, partners and distributors, we conduct a variety of marketing programs, including telemarketing, direct mailings, online and print advertising, seminars, trade shows, public relations and
on-going customer communication. We are engaged in a significant marketing effort using online channels including web-based seminars, online newsletters, and electronic direct mail. Additionally, we participate in industry, customer and analyst
events, and hold local events to better meet the needs of prospects, partners, distributors and customers around the world. We also hold an annual global users conference as a forum to bring together users of our products to present upcoming
products and releases, share success stories and best practices and obtain feedback from our customer base on the quality of our products and services, as well as ideas for improvements and future upgrades.

We also conduct communications programs to establish and maintain relationships with key trade press and industry analysts. We have customer marketing
teams targeted at working directly with our customers to obtain feedback and to track ongoing customer success stories. We also hold joint web events with marketing partners and others, co-author business papers, and create and publish other
materials that are of value to our customers and partners in making a decision to purchase one of our products.

Product Development

To meet the increasingly sophisticated needs of our customers in our targeted vertical industries and address potential new markets, we strive to invest
in, and enhance the functionality of, our existing product offerings and related services and develop new product solutions. During 2007, we spent $23.8 million on research and development activities.

Our development process involves a system where we obtain product input from a variety of sources, including product and design forums, specialty
industry groups, market trends, changes in industry and regulatory requirements and customer surveys. The input is conveyed through internal product boards, made up of technical, sales and marketing personnel, that provide advice to the product
manager who then produces a product plan. Generally, under the product plans, specific major new releases are made every 12 to 18 months, with minor product releases on a six-month basis.



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Generally, the expert knowledge of the functionality of our products and the needs of our customers is
located in Atlanta, Georgia for our enterprise and departmental solutions for process manufacturers, and in Vancouver, British Columbia, Canada, and Campbell, California for our vertical CRM products. Our software development capabilities, however,
are located principally in China and India. In addition to our development centers in Shanghai and Nanjing, we have established a software development center in Bangalore, India to develop our vertical CRM products. Our Shanghai and Bangalore
centers have achieved Microsoft Gold Certification. As of December 31, 2007, our software development centers in China and India employed approximately 135 and 167 development personnel and 0 and 19 consultant personnel, respectively. This
shift has enabled us to expand the breadth of product development and accelerate delivery schedules while reducing overall development costs. By managing our own internal development centers, rather than outsourcing to third parties (as is
frequently practiced in the software industry) we believe we have maintained better control over product quality and development schedules.

Development activity during 2006, 2007 and the first quarter of 2008 covered a range of evolving functionality enhancements to present releases of our products, including the following:



| |  |  | Q1 2006.New products launched supported the growing need for mobility among our customers. A new CRM handheld solution provided mobile access to CRM data
and functionality via BlackBerry Wireless Handheld devices. The extended ERP application was enabled with additional mobile support to streamline automated collection of manufacturing and inventory information using PocketPC devices. Additionally,
the inventory and warehouse management applications were enabled with radio frequency identification, or RFID, support for customers in the food, pharmaceutical and consumer products industries.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Q2 2006.New products launched furthered our commitment to providing leading applications for our targeted vertical industries. These new applications
include CRM 5.9, which provided greater usability for end users to quickly navigate to the information they need, and increased flexibility for tailoring the solution to implement complex business practices. Additionally, CRM 5.9 included a
BlackBerry Wireless Handheld mobile application, Call Scripting for automating customer interactions, and other significant customer-driven enhancements. Home-building 5.7 and Manufacturing 2.1 were also launched to address additional
industry-specific requirements. An Enterprise Performance Management, or EPM, application relating to our inventory module was launched to provide our process manufacturing customers with visibility into key inventory performance indicators and
business drivers. This added to the EPM sales and EPM manufacturing applications that had been previously launched. Additionally, version 5 of the OnePlan SaaS planning and scheduling applications was made available, which added and improved
functionality to increase visibility, improve scheduling and add collaborative features.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Q3 2006.New products launched included Warehouse Voice, a software package for voice recognition technology applied to warehouse operations, which provides
advanced, hands-free voice-driven picking functionality suited for fast-paced, high-volume and harsh environments, such as cold storage. Also released was a new version of a SCM solution that included enhancements for global supply chain planning,
simplifying configuration and reducing implementation time and improving synchronization between planning and execution.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Q4 2006.International versions of the CRM products were released, including French and Japanese versions of Pivotal 5.9, and a French version of our latest
applications for the financial services vertical industries. Also, version 10 of the IMI suite was released. This latest version includes performance and usability improvements in IMI Replenishment, and new applications for transportation and
analytics that assist companies with distribution-intensive operations to create competitive advantages based on improved productivity, operational reliability and cross-enterprise visibility.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Q1 2007.We released version 6.2 of our ERP applications which added graphical Business Process Modeling workflow capabilities that improve collaboration and
process consistency across internal departments, as well as supplies and customers.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Q2 2007.We released version 5.10 of our marketing automation application, CDC Market-First, which provided enhanced integration with our CRM applications
and introduced Market-First Analytics providing graphical dashboard analysis of marketing campaign performance. Also during Q2 2007 we launched CDC Factory, the first packaged manufacturing operations management solution that includes real-time
performance management and finite factory scheduling. CDC Factory provides a real-time framework that helps manufacturers unlock hidden capacity on the factory floor by managing production scheduling in real time, pinpointing the causes of plant
inefficiencies and providing immediate feedback on key operating metrics including rate, yield, utilization and per unit cost. CDC Factory is the result of internal research and development investments coupled with two targeted acquisitions of
specialized process manufacturing solutions. The CDC Supply Chain product line was enhanced with the launch of IMI eCommerce, an eCommerce solution that combines the companys advanced order and supply chain management solution with a new web
application. IMI customers have access to product catalogs, as well as current contract prices and delivery information.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Q3 2007.Ross Enterprise EPM Budgeting v5.9.4 was released, providing a web-based, automated budgeting solution that unifies and streamlines customers
budgeting, planning, forecasting, analysis and reporting processes, aligning both operational and finance departmental objectives. This new EPM module allows customers to quickly and easily adjust budgets and forecasts as strategies, plans or
operations change. The Business Process Modeling application (BPM) was released for customers on both v6.2 and v5.9 Ross Enterprise ERP releases. In addition, Ross Enterprise ERP v6.2 Service Pack 1 was announced for both UNIX & VMS
technology platforms. This Service Pack includes a list of new connectors for the BPM workflow which enables customers to create additional process workflows within Ross ERP, around Sales Order, Receiving, and production order processing.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

OnePlan v5.8, the finite scheduling application within CDC Factory was released. This release includes the introduction
of Factory Demand which accepts high level and detailed forecasts and sales history, and allows for adjustment and disaggregation of demand into specific products, demand dates, and quantities, for more focused finite production scheduling. This
release is based on B2MML integration standards, for improved import and export of information with external applications.

During the
quarter, the CDC Factory product line was launched in Spain, including a first release of CDC Factory translation in Spanish, with related sales information and a Spanish web site also now available.

Pivotal CRM for Financial Services 5.9 French was released to address the French-speaking markets.

The first version of the CDC MarketFirst Deliverability Email Server was release. This addition to CDC MarketFirst resolves e-marketing deliverability
issues by adding a high-performance email application server that increases message reception, revenue and campaign ROI.

C360 added four
new products and enhanced most of the existing products in its Core Productivity Pack. c360s Core Productivity Pack was released in conjunction with Microsoft CRM version 4.0. The new products were designed using customer and partner feedback
with a focus on increasing CRM usability, user productivity, and user adoption.



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| |  |  | Q4 2007.EPM 6.2.101, was delivered for Enterprise Performance Management (EPM) Sales. In addition to providing visibility regarding overall sales history,
Ross ERP customers can now leverage key Pricing and Promotions information to provide profitability insight, based on the cost impact of promotional incentives awarded, and relative to the return on sales for their business. New Scoreboards,
Dashboards, analysis Dimensions, and additional Metrics and Key Performance Indicators (KPIs) are now available to address critical pricing and promotions requirements specific to the Food, Beverage, Consumer Products Pharmaceuticals and
Biotechnology vertical industries.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The first managed software as a service (SaaS) enterprise solution for the Life
Sciences (Pharmaceuticals and Biotechnology) vertical industries was launched. This comprehensive, industry-specific solution for life sciences companies may be deployed in a matter of days with, in most instances, no customizations required. This
unique combination of industry fit and rapid deployment makes this solution suited to a broad array of emerging and mid-sized pharma and biopharma companies supporting GMP manufacturing, clinical supply operations, chargebacks for wholesaler
distribution, and project / service-based organizations (CMO/CRO). These life sciences enterprises can choose an off-site hosted or an on-site managed deployment and they also have the option to choose a monthly subscription fee or traditional
software license fee.

Pivotal 5.9 Platform upgrade was released providing compatibility support for key customer environment applications,
including Windows Vista, Microsoft Internet Explorer 7, Microsoft Exchange 2007, Microsoft Office 2007 and Crystal Reports XI. Pivotal CRM for Homebuilding version 5.9 was released providing integration to the industry-standard home options system
from Envision.

CDC MarketFirst 5.10 French was released to address the French-speaking markets.

CDC Respond was enhanced with the launch of Respond Runner, a new application in the latest release of its CDC Respond 3 XA suite of enterprise
applications for customer complaint and feedback management. Respond Runner offers powerful new automation and scheduling features that streamline processing and analysis of business data that also help improve an organizations overall
operational efficiency.



| |  |  | Q1 2008. Ross ERP v6.2 Service Pack 2 was released, as part of the existing Ross Enterprise product suite. This Service Pack 2 offers enhancements in the
following areas: Integration with Ross SCP 6.3, Eleven new BPM (Business Process Management) connectors, ability to calculate and assign tax amounts on post-invoice discount promotions in AP or AR, based on a sales invoice, in order to meet the tax
requirements in different countries, especially in Europe.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Ross EPM v 6.2.101, is an upgrade that provides the addition
of pricing and promotional analytics. With this upgrade, Ross EPM customers can now analyze gift promotions, book-only promotions, substitution discounts and multi-level sales order discount calculations, in order to help improve their level of
customer service. As part of providing expanded negotiated pricing and discounting terms and conditions of sales, Ross EPM Sales enhancements now provide new dashboards, metrics, and KPIs, based on added analysis dimensions, as part of
offering added insight into the impact of promotional costs on Sales and Profit Margin over time.

Ross Supply Chain Planning v6.3 was
released, formerly known as the Supply Chain Management suite, and provides significant usability and performance enhancements to Demand Planning (DP), Inventory/Replenishment Planning & VMI, and the Advanced Planning & Scheduling
(APS) modules, as well as added interoperability with Ross ERP  SCP Integration. Major improvements include APS Labor Planning incorporating graphic displays and dynamic alerts, what-if scenarios and 15 new KPIs in APS Performance
Management and a new DP Performance Management that now provides improved Forecast Exception and new Forecast Error measurement tools.



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CDC Factory Scheduling upgradeThis release provides significant new scheduling features, usability
and performance enhancements to help improve production scheduling and real-time integration between shop floor execution and production schedules. The Enhanced Labor Scheduling feature now offers the ability to define, model and assign labor types
to specific production tasks, to further enable the optimization of human capital within the factory.

Pivotal Capital IQ Adapter was
released, which delivers a packaged solution that allows financial services institutions to leverage Standard & Poors Capital IQ data within the Pivotal System.

We released an ASR Conversion Tool to assist customers and partners in migrating their existing software to our new Pivotal 6.0 platform.

We released the French version of Pivotal CRM for financial services 5.9 which delivers several key customization, administration and end user enhancements to expand our offerings in the financial services industry.

Competition

Software Group

The enterprise software industry is very competitive and subject to rapid technological change. A number of companies offer
products that are similar to our products and target the same vertical industries as us. In addition to competing with the internal IT departments of our customers, our major competitors in each of our targeted vertical industries include:



| |  |  | For extended ERP and SCM in the food and beverages, consumer products, pharmaceutical and biotechnology, chemicals, metals and natural products industries: Epicor,
Infor, Lawson, Manhattan Associates, Microsoft, Oracle, QAD, Sage, SAP and various other small vendors.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | For vertical CRM in the financial services, homebuilding and real estate, general manufacturing, and healthcare industries: Made2Manage, Microsoft, NetSuite,
Oracle, Sage, Salesforce.com, SalesLogix, SAP and various other small vendors.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | For SCM in the distribution industries: i2, Infor, Logility, Manhattan Associates, Oracle and SAP.
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | For HRP: Oracle, SAP, Taleo and various local providers in the Greater China market, including Cityray Technology, BenQ Group, Kingdee International Software Group,
Shanghai Kayang Information System, Strategy Software Systems, UFIDA Software and Vanguard Software.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Global
Services Group

The IT services industry is highly competitive and rapidly changing as customers needs are constantly
evolving. We compete with firms that range from large global IT consulting firms such as Cambridge Technology Partners, Infosys, Syntel and Wipro, to IT services divisions of large diversified technology companies such as IBM Global Services. In
addition, we also compete with the internal IT departments of our customers, as well as several niche services providers that specialize in a geographic market or vertical segments.

CDC Softwares Competitive Strengths

We believe our principal competitive strengths include the
following:

We have developed sophisticated products for our targeted vertical industries.We believe that sophisticated buyers seek
solutions that are closely tailored to their industry-specific requirements. We believe this demand creates significant advantages for us relative to our competitors that offer generalized enterprise software applications that require significant
customization. Our enterprise software applications are industry-specific and allow businesses to immediately benefit because our solutions do not require extensive, costly customizations in order to meet an individual customers
industry-specific business needs.

Our products can be implemented rapidly, configured and upgraded easily, and are intuitive to use,
which helps lower our customers total cost of ownership and increase their return on investment.Because



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our enterprise software applications incorporate the unique functionality required by customers in our targeted vertical industries, they can be implemented
without the significant customization that is typically required for conventional enterprise software applications. Our applications often require limited configuration, resulting in significant time and cost savings, particularly for mid-sized
companies that do not have large IT staffs or budgets for software customization. Beyond initial implementation, our products provide benefits over the lifespan of our customers IT systems. An enterprise software application typically
undergoes four to five major release upgrades during its eight to ten year lifecycle. Conventional enterprise software applications that have been highly customized typically require rebuilding and retesting with each upgrade. The effort and cost of
these upgrades for the customer may rival those of the initial implementation. Because our enterprise software applications require less customization during initial implementation, the complexity of subsequent upgrades is greatly reduced, saving
time and money for customers and enabling them to take advantage of software updates. Furthermore, because our applications are designed to meet industry-specific requirements, end-user training requires fewer staff and is less expensive and
time-consuming. We believe our products are also more intuitive to use than conventional enterprise software applications, which helps to lower start-up training and deployment costs.

Our products are scalable to meet the needs of growing businesses.Many of our customers require products that support growing numbers of
employees, customers and partners. Our enterprise software applications are designed to enable our customers to expand their use of our products as their businesses grow by adding servers without having to re-implement software or retrain personnel.
This improves product performance, enables our products to support larger numbers of concurrent users at lower cost, thereby protecting our customers original investment in our products, and provides us with ongoing revenue streams as our
customers grow.

Our sales and marketing personnel have significant industry expertise in our targeted vertical industries.In the
current market environment, we believe buyers are not only seeking tailored solutions, but also long-term business partners who understand and are familiar with the unique and evolving challenges of their industries. In order to address this need
and to more effectively develop, enhance and sell our industry-specific solutions, we have sought to attract and retain personnel with substantial experience in the industries we target. Our industry experts understand our customers specific
business concerns, resulting in a more effective sales force than those of our competitors who sell their products through a generalist sales force. Additionally, due to our focus on offering industry-specific solutions, we believe that our
marketing programs are significantly more cost-effective than those of our generalist competitors.

We have a global, diverse and
growing base of highly satisfied customers.Our enterprise software applications have been purchased by over 6,000 companies worldwide as of December 31, 2007, and our customer base is growing. During 2007, approximately 51.0% of our total
revenues were generated in North America, approximately 24.9% in Europe, the Middle East and Africa, and approximately 24.1% in the Asia Pacific region, whereas during 2006, approximately 56.4% of CDC Software total revenues were generated in North
America, approximately 27.4% in Europe, the Middle East and Africa and approximately 16.2% in the Asia/Pacific region. Our global and diverse customer base helps ensure that we are not dependent on any single customer, industry or geographic region.
We expect to continue leveraging our existing customer relationships to support our marketing and sales programs through customer case studies, media interviews, speaking engagements and sales references to generate additional leads and sales.

Our business services address a wide spectrum of IT and business needs, create additional cross-selling opportunities and enable us to
become a strategic consultant to our software customers and other companies, which helps to build lasting relationships.Our business services offerings extend beyond software implementation, support and maintenance services typically offered by
software companies. In addition to these basic services, we also offer industry advisory services, business process improvement services and outsourcing services, such as help desk support, desktop management, enterprise software application
management, asset management and custom software development. We also proactively sell additional IT and business consulting services to them. Through these services, we develop advisory



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relationships with our customers, increasing the value we provide and strengthening our competitive position with each account. We also gain early insight
into additional software requirements of our customers and create opportunities to cross-sell additional enterprise software applications.

Our Growth
Strategy

Our goal is to be an integrated global enterprise solutions company offering a complete range of software products to meet the
needs of large and mid-sized enterprises in our targeted vertical industries. We also seek to provide high quality, affordable, value-added services that complement our product offerings and enable our customers to enhance their IT use. The key
elements of our growth strategy are to grow our business organically and through selective acquisitions. Specifically, we intend to:

Continue to expand and enhance our industry-specific products and expertise to strengthen our competitive advantages.We intend to continue to focus on offering high-quality solutions to our new and existing customers to address
their specialized business, industry and regulatory requirements at an affordable cost. To accomplish this, we intend to:



| |  |  | develop broader and deeper product functionality to address our customers expanding requirements;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | attract and retain employees with business and product expertise in our targeted vertical industries;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | develop additional geographically-specific functionality to address the increasingly local requirements of our customers and enable their expansion on a global
basis; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide additional delivery models, such as Software as a Service, or SaaS, to address the preferences of our customers, so that applications suitable for delivery
in this manner can be accessed over the Internet on a subscription basis.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Capitalize on cross-selling opportunities
into CDC Softwares installed customer base.As of December 31, 2007, CDC Softwares enterprise software applications and services had been purchased by over 6,000 companies worldwide. However, because the licensing and
implementation of software solutions involves a significant capital investment, many customers may not purchase all of the modules or applications we offer to optimize their business at one time. Therefore, CDC Softwares large, global customer
base provides us with a significant opportunity to sell our new software products, upgrades for existing applications and complementary business services. CDC Softwares sales force has specific sales and marketing personnel dedicated to
penetrating our installed customer base. In addition, our business services customers include many companies that are not currently customers of our enterprise software applications, which presents opportunities to sell our enterprise software
applications to business services customers in our targeted vertical industries. During 2007 and the first quarter of 2008, software sales to our growing base of customers increased as a percentage of our overall software license sales.

Enhance our customer relationships.With the broad range of services offered by our Global Services Group, we seek to enhance our customer
relationships. We offer capabilities to address the broader strategic issues our customers face as their industries evolve, such as identifying leading industry practices and designing such processes into their systems. We also offer additional
technical capabilities to enhance our customers existing systems or even operate their IT systems on an outsourced basis. We believe this expanded relationship with customers across the spectrum of their IT needs will increasingly become the
trend and expectation of purchasers of strategic IT systems.

Selectively pursue acquisitions.We may continue to selectively pursue
acquisitions to expand our product and service offerings, extend our geographic reach and grow our customer base. Since 2003, we have consummated over 20 acquisitions many of which have provided additional vertical expertise and solutions in our
vertical industry portfolio. For example, in February 2007 we acquired Respond Group Limited, which added complaint and feedback management capabilities to our vertical CRM applications, and in October 2006 we acquired MVI Holdings Limited, which
added real-time performance management capabilities to our portfolio of solutions for process manufacturing.



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Target emerging markets for enterprise software applications.We believe that lower cost
geographies, such as China and India, represent strong growth markets for enterprise software applications as many companies continue to relocate their operations to those regions due to lower overhead and labor costs. We intend to target
opportunities in these emerging markets, as well as opportunities in Latin America and Eastern Europe. In particular, we believe we are well positioned to take advantage of the experience and infrastructure of CDC Corporations family of
companies in China. We believe our enterprise software applications will have competitive advantages in our targeted vertical industries in these emerging markets.

Expand our in-house software development, services and support centers located in China and India.We perform increasing amounts of our software development, services, and support functions at our in-house
development centers located in China and India. While our product development and design decisions are made locally, the actual development work has been increasingly moved offshore. In addition to our development centers in Shanghai and Nanjing,
China, we have established a software development center in Bangalore, India to develop our vertical CRM products. Our Shanghai and Bangalore centers have achieved Microsoft Gold Certification. This shift has enabled us to expand the breadth of
product development and accelerate delivery schedules while reducing overall development costs. By establishing our own offshore development centers, we believe that we maintain better control over product quality and development schedules than our
competitors that have outsourced their development work to third parties. Additionally, locating some of our service and support activities offshore allows us to provide those functions more cost effectively while maintaining quality levels.

Expand into new vertical industries.We have been successful by focusing on our targeted vertical industries, and we intend to
expand into new vertical industries where we believe we can establish a competitive advantage. We may pursue such expansion either through strategic acquisitions or through internal product development. We expect to target new vertical industries
that have characteristics similar to our existing vertical industries, such as those characterized by complex customer and partner relationships, intricate regulatory requirements and/or sophisticated processes and procedures.

CDC Games Business Unit

Overview

Our CDC Games business unit pioneered the free-to-play, pay for virtual merchandise business model for online games in China, and is a leading
operator of online games in China. CDC Games online game, Yulgang, which was launched in July 2004, was the first free-to-play, pay for virtual merchandise online role playing game in China.

CDC Games has experienced significant revenue and earnings growth since it was formed in the third quarter of 2006. Online game revenues were $33.6
million for the year ended December 31, 2007, compared to $26.8 million for the year ended December 31, 2006, and operating loss from our online games segment was $14.6 million for the year ended December 31, 2007, compared to
operating income of $9.5 million for the year ended December 31, 2006. During 2007, and prior to such time, 100% of our games revenues were derived from China.

As a percentage of total revenues, revenues from our online games segment constituted 8.3% of total revenues in 2007.



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CDC Games Products

CDC Games offers massive multiplayer online role playing games, or MMORPGs and massive multiplayer online games, or MMOGs, which are online games that allow thousands of users to interact with one another in a virtual
world by assuming ongoing roles, or avatars, with different features. In addition to traditional MMORPGs, we also offer more casual games that appeal to a wider audience and enable us to introduce our products to non-gamers through our integrated
operating platform. The interactive and group-oriented nature of these games along with the size of our user base helps us retain our current users and attract new users.

Our MMORPGs and MMOGs are action-adventure based, and draw upon fantasy, martial arts and combat themes. Typical features of our games include the following:



| |  |  | Players assume the ongoing role, or alter-ego, of a particular game character, each with different strengths and weaknesses;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | Each game character may gain experience and, depending upon the game, may collect or purchase from us certain game features, such as weapons, armor, uniforms and
magical power, which increases the status of the game character and, in the process, builds a strong game identity which makes the character unique in the virtual game world;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Although each game character may be unique, groups of players may, and often must, form teams or alliances to fulfill certain game objectives. Players may
communicate with each other through instant messaging or chat rooms during the game;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Special events are held from time to time to stimulate group interest, such as fortress raids where players are encouraged to form groups and attack a
particular fortress at a specified time; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In preparation for the commercial launch of a new game, we conduct closed beta testing of the game in an effort to eliminate technical problems. This closed beta
testing is followed by open beta testing in which we allow registered users to play in open market conditions to ensure performance consistency and stability of the game platform and systems.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Current Games

Yulgang

Yulgang is a fantasy martial arts based MMORPG based upon a popular comic book series in Korea. The game creates a precise, rich and colorful cartoon-like
virtual gaming world for online users using 2.5D graphics. In the game, players become martial artists and journey through a mythical realm learning martial arts, completing tasks and mastering skills. As they progress, players may choose factions
to join and participate in massive battles for the honor of their factions. Players select a character class to play among bladesman, swordsman, archer, healer and spearman, and accumulate abilities and skills which can be carried over to the
successively higher game levels. The game was awarded the Top 10 Most Popular Games award at the China Game Industry Annual Conference in both 2005 and 2006.

Yulgang can be accessed from any location with an Internet connection. Substantially all of the players in China access the game servers either from PCs at home or Internet cafe outlets equipped with multiple personal
computers that have Internet access. Currently, a significant portion of CDC Games users access the game through Internet cafes throughout China.

In April 2008, we announced that we had commercially launched Yulgang 2.0, a significant content update for that game.



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Special Force

Special Force, which was developed by, and which we have licensed from, Dragonfly GF Co., Ltd., is a first person shooter online game that originated in Korea. The game allows players to create their own elite military units with customized
weapons and equipment selected from those used by special forces from around the world. Special Force has advanced 3D graphics and advanced special effects, and allows users nationwide to play against each other in teams and compete in competitions.

Shaiya

Shaiya is a fantasy-themed
free-to-play, pay-for-merchandise MMORPG developed by and licensed from the Korean entertainment company, SONOKONG. In addition to its advanced graphics, Shaiya also contains music and sound effects produced by a large orchestra and
choir. Players can choose to join either the Union of Fury or the Alliance of Light to take part in an epic feud where they can battle monsters or other players, and join with other players to battle for control of the continent.

Other Current Active Games

In addition to Yulgang,
Special Force and Shaiya, we currently offer the following games in the following territories:



|                |  |                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                   
|--------------- |  | --------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Game            |  | Territory                         |  | Description                                                                                                                                                                                                                                                                                                                                                                                                       
|EVE Online      |  | PRC (including Hong Kong & Macau) |  | EVE Online is a 3D science fiction MMORPG set in outer space. Players can pilot customizable ships as they take part in trading, mining, research, and pirating activities. Unlike many other
traditional MMORPGs, EVE Online does not have occupations or levels, which gives players more freedom to explore the vast universe. This game uses a time-based payment model. We have licensed EVE Online from CCP.
|                |  |                                  
|Shine Online    |  | PRC (including Hong Kong & Macau) |  | Shine Online is a 3D fantasy-themed MMORPG based on Japanese comic-style graphics with a wide appeal that includes various age groups and female players. Shine Online uses the
free-to-play, pay-for-merchandise pricing model. We have licensed Shine Online from Ons On Soft.                                                                                                                                
|                |  |                                  
|Mir III         |  | PRC (including Hong Kong & Macau) |  | Mir III is a free-to-play, pay-for-merchandise 3D fantasy-themed MMORPG. Mir III features martial arts style combat and users can choose between three unique character classes
(Warrior, Sorcerer, and Taoist) as they defend the continent from the attacks of the evil forces. We have licensed Mir III from Wemade Entertainment.                                                                           
|                |  |                                  
|Minna de Battle |  | Japan                             |  | Minna de Battle is a free-to-play, pay-for-merchandise 3-D Multiplayer Online Action Game which features a range of martial arts skills (Taekwondo, Kung Fu, Boxing, Kobudo), and also
contains simple gameplay with support for gamepad input devices. Game modes include Team Play, Battle Mode, and Rumble Mode. We have licensed Minna de Battle from Gretech Corporation.                                  
|                |  |                                  
|Lunia           |  | North America                     |  | Lunia is a 2D/3D MMORPG that emphasizes action arcade action and is based on the widely popular manga-style of Japanese comics. In April 2008, we announced that we had launched our Skull Island
Expansion for Lunia that provides additional challenges and content for players. We have licensed Lunia from Allm Corporation.                                                                                  



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Games Licensing

In addition to our current active games, we license several additional games, which we may launch in the future, including, but not limited to:



|                         |  |                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------ |  | ----------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Game                     |  | Territory                           |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Lord of the Rings Online |  | PRC (mainland only)                 |  | Lord of the Rings Online is a MMORPG set in the Lord of the Rings universe and is the first and only MMORPG based on the literary works of J.R.R. Tolkien. The Lord of the Rings Online allows
players to explore the most famous fantasy world of all time, fight the evil minions of the Dark Lord Sauron, and advance their heros by adventuring through the vast reaches of Middle-earth. Gamers can adventure solo or choose from thousands of
players online to forge their own fellowships. We intend that The Lord of the Rings Online will be a time-based game. We have licensed this game from Turbine, Inc., a developer based in the United States.
|                         |  |                                    
|Street Gear              |  | PRC (including Hong Kong & Macau)   |  | Street Gear is a free-to-play, pay-for-merchandise 3-D roller blading Multiplayer Online Action Game. We have licensed Street Gear from NFlavour Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                         |  |                                    
|DigimonRPG               |  | PRC (mainland only) & North America |  | Based on a series of very popular Japanese animated television shows, DigimonRPG is massively multiplayer online game based on the Digimon world. We have licensed DigimonRPG from SK Telecom.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                         |  |                                    
|DigimonSavers            |  | PRC (mainland only) & North America |  | Based on a series of very popular Japanese animated television shows, DigimonSavers is the next generation of the massively multiplayer online game based on the Digimon world. We have licensed
DigimonSavers from SK Telecom.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         |  |                                    
|Dragon Sky               |  | PRC (including Hong Kong & Macau)   |  | Dragon Sky is a Chinese martial arts-themed MMORPG set in medieval times. We have licensed Dragon Sky from SONOV.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                         |  |                                    
|Life Online              |  | PRC (including Hong Kong & Macau)   |  | Life Online is a MMORPG set in Medieval Europe with 3D cartoon-style graphics that features numerous fighting styles. We have licensed Life Online from SONOV.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

We have also entered into license agreements for several games that we have subsequently deemed
unlikely to succeed, and, therefore we may never launch. These games include Master of Fantasy, Chaosgem, Xeros Online, Dance Fever and Darkness and Light.



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Game Licensing

Mgame Corporation

In December 2003, we entered into our original game license agreement with Mgame Corporation for Yulgang.
This agreement was subsequently supplemented in June 2004 to extend the term of our license for Yulgang to December 2007 and provide a 21% royalty on our revenue derived from Yulgang to Mgame. Furthermore, in March 2007, we entered into an
additional supplementary agreement with Mgame pursuant to which we extended our exclusive license to Yulgang in China (excluding Hong Kong) through 2010.

On October 17, 2007, Mgame unilaterally announced that they terminated their agreements with CDC Games, alleging breach of contract for non-payment. In October 2007, we filed two lawsuits against Mgame. The first
lawsuit alleged breach of contract and that Mgame was not providing adequate technical support for Yulgang, and that Mgame was not supporting CDC Games in its efforts to combat pirate servers. We subsequently filed a second lawsuit alleging that
Mgame breached contractual obligations owed to us by failing to provide certain financial and operating data and other information which Mgame is required to provide to us as a shareholder of Mgame.

Following the announcement of our disputes with Mgame in October 2007 and until such time as we resolved these disputes in March 2008, revenues generated
by Yulgang declined significantly.

In March 2008, we settled our disputes with Mgame by entering into an Amended and Restated Exclusive
Game License Agreement and Settlement Agreement. Under these settlement agreements, CDC Games received exclusive distribution rights to Yulgang in China until March 2010 with an option to extend for an additional year. CDC Games also agreed to work
together with Mgame to launch a Version 2.0 upgrade to Yulgang as soon as possible following the settlement. In addition, the settlement agreements provided that our license fee payable to Mgame would be increased to $4.5 million of which $4.0
million of would be paid by us in the form of shares of Mgame held by us. Additionally, we agreed to pay royalty payments equal to 25% of revenues in months where revenues are less than $2.0 million and 28% in months where revenues are greater than
$2.0 million, and agreed to terminate the game license agreement with Mgame pursuant to which we received the exclusive right to distribute Wind Forest Fire Mountain, or WFFM, a combat MMORPG developed by Mgame.

In April 2008, we announced that we commercially launched Yulgang 2.0, a significant content update for that game. Revenues from Yulgang have continued
to recover since the settlement of our disputes with Mgame, but have not reached the levels we experienced before our dispute arose.

Other Licensors
and Developers

In addition to our license agreement with Mgame for Yulgang, to date, we have obtained our content through licensing
arrangements with developers and other third parties. We have entered into license agreements with each of Dragonfly GF Co., Ltd. and SONOKONG for Special Force and Shaiya, respectively.

We also monitor the markets to identify and source new online games, particularly the markets in South Korea, Japan and the United States. The cost of
licensing games from developers generally consists of an upfront licensing fee, which we generally pay in installments, and ongoing licensing fees, which are equal to a percentage of our revenues from the relevant licensed game. The ongoing
royalties for games which have been licensed range from 17% to 29% of total sales before distributor discount. Each of these licenses provides us with the exclusive right to operate the game in Mainland China, and in some instances, certain other
territories, including India. Generally, the MMORPG developers agree to timely provide, without any additional charge, with updates, enhancements and improvements developed for the games licensed to us. The majority of our game licenses require the
licensors to provide technical support.



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Game Development

While we do not currently have an in-house game development capacity, we are considering either internally developing or acquiring a research and development program.

Game Developer Program and CDC Games Studio.In August 2006 we introduced a Game Developer Program which included an aggregate of US$20.0
million allocated for investment in selected strategic online game developer partners globally. Under the program we sought and intend to seek to make investments in developers through direct cash investments, equity investments, lines of credit or
a combination of these. The investments are intended to be used to help these partners build China culturally aware titles, and may be complemented by market research and game research from us. In March 2007, we expanded our online games
developer program by forming CDC Games Studio. CDC Games Studio seeks to attract talented games development companies around the world that may already have operations in China or are seeking to relocate or expand into China to take advantage of the
market demand for new games, talent in China 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 China, with the goal of publishing and distributing them on a global scale. As of March 31, 2008, CDC Games has entered into definitive agreements for three investments under this program:



| |  |  | Gorilla Banana. In December 2006, we entered into a subscription agreement pursuant to which we made an investment of KRW1.5 billion (approximately $1.6
million), payable in two installments, in Gorilla Banana Entertainment Corp., 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 of these required approvals in first quarter of 2007. In connection with this investment, we acquired a minority equity stake in Gorilla Banana and options to increase our minority stake in the company during the 18 month period
following closing. Furthermore, we also acquired the exclusive right to distribute Gorilla Bananas game, Red Blood, based on a popular comic book series in Korea, India and China, in exchange for the payment of a royalty on gross revenues we
may receive for this game. In addition, we 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. We have since incurred a loss of $1.1 million as a result of our investment in Gorilla Banana.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Auran. In March 2007, we entered into a subscription agreement pursuant to which we made an initial investment of approximately $1.7 million in Auran, a
developer of online games in Australia, and entered into a facilitation agreement whereby we would receive a percentage of revenues on the sales of Fury, an MMORPG developed by Auran. In connection with this investment, we acquired a minority equity
stake in Auran and options to increase our minority stake in the company during the 6 month period following closing. In July 2007 we exercised our first option to purchase additional shares of Auran by paying an additional $1.7 million. We have
since incurred a loss of $3.3 million as a result of our investment in Auran.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mgame. In March 2007, we entered into a subscription agreement pursuant to which we made an investment of $5.0 million in Mgame Corporation, one of South
Koreas leading developers of online games, including our current game, Yulgang. In connection with this investment, we acquired a minority equity stake in Mgame, for which we paid Mgame $5.0 million at closing. We also obtained rights relating
to our 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 us to consent prior to the issuance of new debt by Mgame over certain monetary thresholds.
Additionally, in March 2007, we entered into an exclusive game license agreement with Mgame pursuant to which we received exclusive rights to distribute the simplified Chinese version of Mgames next MMORPG, WFFM, in the PRC (including Hong
Kong and Macau) until 2010. Pursuant to the Settlement Agreement by and between us and Mgame under which we settled all disputes with Mgame, we transferred $4.0
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | million of the shares of Mgame purchased in March 2007 as partial payment of the license fee set forth in the Amended and Restated Game License Agreement and
Settlement Agreement. Furthermore, we terminated the license agreement for WFFM pursuant to the Settlement Agreement.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Pricing

To date, we have adopted a free-to-play and pay for virtual merchandise business model for most of our currently-offered online
games (with the exception of EVE Online) and anticipate that many of the games in our pipeline will operate on a similar business model. Under this model, game players are not charged for time spent in the virtual game world, but rather for
purchasing value-added virtual merchandise and services through the online game shop, such as weapons, armor, uniforms and magical power. While such a business model has been previously utilized in Korea, Yulgang represents the first instance of
such a business model being adopted for a large scale MMORPG in China.

Setting prices for virtual items is generally formulated as part of
the underlying economic model for the game during its development. However, we have the ability to adjust prices for virtual items as part of tuning the game, although care must be taken that we will not upset the underlying economic model. We
generally look at pricing curves to set and adjust prices for virtual merchandise offered. Pricing curves are developed primarily based on internal game factors such as the popularity of an item and the nature of the enhancing characteristics the
item provides, as well as external game factors such as game cost, user game playing and the pricing of competing games in the market. We attempt to adjust prices of virtual merchandise based on the feedback of users and offer various discounts on
merchandise from time to time; however, once pricing of virtual merchandise is set, it can be difficult to make significant adjustments to the prices during the games commercial lifecycle. We have generally maintained stable pricing curves for
our games.

Payment

While most of our
games are free to play, in order to purchase virtual merchandise for the game, users must purchase pre-paid points which are sold in both physical card form or can be purchased electronically online and through mobile sales partners. Each pre-paid
card, purchased in physical form or electronically, contains a unique access code and password that enables users to add value to their account for our online games. As users purchase virtual merchandise in the gaming world, charges are deducted
against the value in their account.

Distribution

We distribute pre-paid cards through an offline distribution system of physical pre-paid cards. We generally sell pre-paid cards to a group of regional distributors from whom we generally collect payment on a prepaid
basis. These distributors resell the cards to sub-distributors that, in turn, distribute the cards directly to Internet cafes and other retail points of sale, such as software stores and newspaper booths. Our sales policies and distributor incentive
systems generally discourage our regional distributors from distributing pre-paid cards of other online game operators. In 2007, we offered sales discounts that averaged between approximately 13% and 15% to our distributors. The sales discount
represents the difference between the price at which we sell game cards to distributors and the face value of the game cards. For our physical cards, we estimate that our network reaches over 200,000 retail points of sale throughout China, over 75%
of which are Internet cafes, which are one of the primary venues for users to play online games in China.

We have both online and mobile
sales partners to distribute points for our games. Our mobile sales partners include China Mobile, China Unicom and China Netcom. Points may also be purchased online through several popular Chinese websites, such as www.cupoo.cn, www.cncard.com and
www.996.com.

Customer Service

Since
our inception, we have focused on providing excellent customer service in order to retain our existing customers, as well as attract new customers.



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Game Masters. We have in-game game masters to constantly monitor our games to maintain an
effective and fair gaming environment. Our game masters are responsible for organizing in-game events, troubleshooting and actively and continuously monitoring the online game environment. Game masters are always available to respond to
players inquiries, initiate the bug reporting and removal process, as well as identify, record and deal with players inappropriate behavior such as cheating and fighting. We believe that utilizing game masters to monitor the gaming
environment is an important element in maintaining customer loyalty and efficiently addressing technical problems as they arise.

Customer Service Center. Our centralized customer service center is located in Beijing, China, and is operated 24 hours a day, seven days a week. Customers may call or e-mail our customer service center any time and receive timely
responses. As of December 31, 2007, we employed approximately 229 full time personnel in our call center as customer service specialists. In general, our customer service representatives are able to immediately handle approximately 65% of the
inquiries from our customers, and provide solutions within 24 to 48 hours with respect to requests that cannot be resolved at the time of the initial customer call. All of our customer service representatives have participated in a formal training
program before commencing work. We have implemented detailed performance measures to monitor our calls to ensure that our customers will receive quality service. We periodically review staffing needs and train our representatives to provide
excellent customer service.

We also maintain reception areas in our offices in Beijing and Shanghai that are open to the public for
customer service purposes.

Marketing

Our overall marketing strategy is to rapidly attract new customers and increase revenues from recurring customers.

We employ a
variety of traditional and online marketing programs and promotional activities to build our brand and attract new customers, including advertising in many game magazines and online game sites that are updated regularly. In addition, we engage in
on-site promotions, such as distributing free game related posters at selected Internet cafes, and in-game marketing from time to time, including player competitions in Internet cafes across the country and online adventures for prizes. We also
conduct communications programs to establish and maintain relationships with key trade press and industry analysts.

Technology

We aim to build a reliable and secure technology infrastructure to fully support our operations. Our current technology infrastructure consists of the
following:



| |  |  | over 138 server groups and over 350 network devices located at 25 Internet data centers, in different sites regions throughout China. As of December 31, 2007,
we owned a majority of the servers in the server network used for our game operations, and we leased the remainder from third-party telecommunications operators. All of the servers in the server network for our game operations are located on the
premises of our hosting telecommunications operators.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | proprietary software and game monitor tools that are integrated with our websites and customer service center operations; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | hardware platform primarily consisting of Lenovo, Hewlett-Packard/Compaq, Dell and IBM servers.
| | - |  | -----------------------------------------------------------------------------------------------

We have direct access to the Internet backbone. CDC Games also has contracts with reputable vendors such as Hewlett-Packard Company and Dell Inc. for
warranty services for our hardware platform. As of December 2007 we employed 60 technical support staff to maintain our current technology infrastructure and develop new software features to further enhance the functionality of our membership
management and payment system.



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CDC Games has a network operation team responsible for stability and security of our network. The team
follows the workflow for problem detecting, recording, analyzing and solving. The primary responsibilities of the team members consist of monitoring system performance, troubleshooting, detecting system error, random sample testing on servers,
maintaining equipment, and testing, evaluating and installing hardware and software. In addition, we frequently upgrade our game server software to ensure the stability of our operation and reduce hacking risks.

Competition

The online game market in China is
increasingly competitive. A significant number of competitors have entered the online game business in China and we expect more companies to do the same in the future. Additionally, we expect a wider range of online games to be introduced to the
China market. Competition from other online game operators, both based in China as well as overseas, is likely to increase in the future. As the online game industry in China is relatively new and constantly evolving, our current or future
competitors may compete more successfully as the industry matures. In particular, any of these competitors may offer products and services that provide significant performance, price, creativity or other advantages over those offered by us. Some of
our existing and potential competitors have significantly greater financial and marketing resources than we do.

With respect to our online
games business, we compete principally with the following three groups of companies in China:



| |  |  | Online Game Operators, such as Shanda Interactive Entertainment Ltd. (NASDAQ: SNDA) which operates The Legend of Mir II, The9 Ltd. (NASDAQ: NCTY) which operates the
World of Warcraft and Shanghai Everstar Online Entertainment Co. Ltd. which operates O2JAM and Audition;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Major Internet Portal Operators, such as NetEase.com, Inc. (NASDAQ: NTES) which operates Fantasy Westward Journey and Westward Journey Online II, Sohu.com Inc.
(NASDAQ: SOHU) which operates Tian Long Ba Bu (TLBB) and Blade Online (BO) and Tencent Holdings Limited (SEHK: 700) which operates QQ Fantasy and QQ Tang; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Domestic Online Game Developers such as Kingsoft Corporation Limited (SEHK: 3888) which operates Chun Qiu (CQ) and Shui Hu (SH), Perfect World Co., Ltd. (ADR)
(NASDAQ: PWRD) which operates Perfect World, Perfect World II and Zhu Xian, Giant Interactive Group Inc. (NYSE: GA) which operates ZhengTu and NetDragon Websoft Inc. (SEHK: 8288) which operates Eudemons Online.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, we compete for users against various offline games, such as console games, arcade games and handheld games, as well as various other forms
of traditional or other online entertainment.



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CDC Games Competitive Strengths

We believe CDC Games principal competitive strengths include the following:

Ability to localize games from leading and emerging international developer partners.We have partnered with leading global online game developers
and successfully localized their products for the Chinese market. Through our network of relationships we have entered into licensing agreements to distribute, market and operate proven, high-quality titles at low cost, leveraging the significant
investments our partners have made in game development. We believe that our localization capabilities, significant distribution network, established user base, and knowledge of the Chinese market make us well-positioned to obtain future licenses for
leading online games in China and other rapidly growing Asian markets.

Substantial product pipeline and portfolio across game genres.We have secured a substantial product pipeline across online gaming genres which we believe will offer our community of users one of the most diverse game portfolios of online game operators in China. We believe that a diversified approach
allows us to reduce the effect of hit or miss games, particularly as many of our titles have been tested and widely played in other countries. We believe that our diversification of leading titles positions us well to attract users in
different genres, which we believe is important to address emerging consumer tastes and evolving PRC regulations.

Pioneer and leader in
the Free-to-Play business model in China.As there is no charge to play games in our Free-to-Play business model, we believe that more prospective players are attracted to try our games. When combined with the high
quality of the games we offer, we believe that players are often drawn to continue playing the game and to enhance their skill level and maximize their gaming experience by purchasing virtual items. As the pioneer of the free-to-play,
pay-for-virtual-merchandise business model, we believe we have developed expertise not easily replicable by understanding both the art and science of the in-game item sales model, which includes understanding what items to sell, when to sell and who
to sell to. In addition, through our leadership position in free-to-play games, intend to continue to attract game developers to license high-quality games to us for distribution and operation in China.

Extensive nationwide sales and marketing network.In order to play our online games, users must purchase prepaid points which are sold in physical
form or can be purchased electronically online and through mobile sales partners. We have built a nationwide network in China to distribute our prepaid points and market our games through local media and Internet cafés. For our physical
prepaid cards, we estimate that our network reaches over 200,000 retail points of sale throughout China, over 75% of which are Internet cafés, which are a key venue for online gamers in China. In addition, we have formed partnerships with
China Mobile, China Unicom and China Netcom for mobile points card sales, and numerous Chinese websites, such as 1717gm.com, 51gw.com and 15173.com for online points card sales.

Advanced technology platform.We maintain an extensive national server network to host our online games. Due to the real-time interaction among
thousands of users, the stable operation of an online game requires advanced data centers with numerous interconnected servers and continuous connectivity, representing significant capital investment and resources to grow and maintain. As of
December 31, 2007, our nationwide server network in China consists of approximately 138 server groups with the capacity to accommodate approximately 800,000 concurrent online users. Due to Chinas large geographical area and technological
limitations, we have located servers for our online games in a number of regions throughout China. As a result, we believe that our users can play our games using servers located in their region and without exchanging data across the national
network, thereby increasing the speed at which our games operate and enhancing the user experience. Additionally, we have developed and maintained proprietary security software which helps us combat unauthorized access to or use of our games by
local hackers.

Scalable, high-margin business model. Our online games business is highly scalable with relatively low
incremental operating costs. After incurring initial licensing and localization costs for our online games, we can deliver such products and services to a large online games audience quickly and at a low cost. Additional users can be accommodated
and revenues generated without incurring significant costs other than those associated with implementing additional servers.



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CDC Games Goals and Strategies

Our goal is to become one of the worlds leading providers of online games. Our strategies for achieving this objective include the following:

Utilizing our strategic investment program to strengthen ties to emerging and leading online game developers which we believe will enhance our game
pipeline.We have introduced CDC Games Studio, through which we intend to make investments in selected strategic online game developer partners. We plan to partner with developers that have successful track records in the development of top
quality and commercially successful online games. Under the program we seek to make strategic investments in these developers through direct cash investments, equity investments, lines of credit or a combination of these methods. We intend that
these investments will be used to help these partners develop titles localized for the Chinese consumer and other markets we plan to target, and will be complemented by market and game research we will provide.

Continue to significantly expand and diversify our user and revenue base by continually adding new content and features to our existing portfolio of
games while also introducing different genres of online games.We believe that one of our greatest assets is the large number of registered users we have been able to attract to our games. By releasing new versions of our existing games,
updating items available for sale and adding new chapters, we believe that we can keep existing users interested in playing our games and can further expand our user base, thereby improving revenues per user and consequently overall game revenues.
For example, in April 2008, we launched the Yulgang version 2.0, which provided gamers with enhanced abilities and content.In addition to the diversification of offerings within our current games, we intend to introduce different genres of
online games into the market such as casual as well as different types of MMOGs outside of the traditional fantasy-based role-playing genre in order to reach the broadest audience possible.

Pursue cross-selling opportunities and diversify our sources of revenue.We intend to pursue cross-selling opportunities to expand and diversify
our sources of revenues, such as seeking to generate advertising revenue from our online games. We believe the combination of our online games platform, our large registered user base and the large number of concurrent users playing our games will
provide an established marketing platform for advertisers. Advertising opportunities include sponsorships, banner advertising, sponsored community events, contests and other activities. While we have not sought to grow our advertising revenues to
date, we believe that such diversified sources of revenues represent a significant opportunity for us in the future.

Continue to expand
our distribution, sales and marketing capabilities to further support our game offerings. We intend to continue to build our sales, marketing and distribution network in China and other targeted high-growth markets to reach the broadest audience
possible. We plan to expand our partnerships with physical-point card distributors providing access to distribution points at software stores, Internet cafés, newspaper booths and other local media outlets while also increasing our
partnerships with online and mobile distribution providers to ensure as many users across as many distribution channels as possible have knowledge of and access to our games. We plan to use our own CDC Games local ground marketing teams to
complement our distribution partnerships by coordinating on-site promotional activities with administrators of Internet cafés and other locations where gamers spend a significant amount of time and initiate marketing campaigns with local
media outlets to introduce our products to potential users. We also intend to develop innovative new marketing campaigns across other forms of media such as television to further promote our online game offerings and attract new users to try our
games.

Continue to expand through acquisitions of online game companies in China and overseas markets as such opportunities arise.
We intend to pursue this strategy by making a combination of minority-stake investments, joint ventures, acquisitions and organic development. We intend to complement our current content acquisition strategy by evaluating potential strategic
acquisitions that we believe will further diversify our product portfolio, secure in-house development expertise and/or accelerate our expansion into foreign markets. We evaluate our product portfolio on a regular basis and will look for
opportunities to acquire companies with a portfolio of titles that will broaden our community of users and provide differentiated product offerings for our current user base. For example, we believe casual games such as card games, board games and
tile games, have a lower level of complexity and require less time to play, providing less experienced online game players with a means to become familiar with both game playing and the online game culture without making substantial commitments of
time and resources. In addition to



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genre expertise, we actively research strategic opportunities that will accelerate our international expansion efforts either through the acquisition of a
localized product portfolio or an operating platform that will allow for the delivery and management of games in high-growth foreign markets.

Seek to expand our online game offerings into other international markets. In December 2007 we launched Minna de Battle, our first online game to be offered in Japan, and in February 2008, we launched Lunia, our first MMORPG
commercially available in North America. We intend to continue our expansion in Japan and North America and expand into other online gaming markets exhibiting similar growth and user base characteristics to China. We hope to accomplish this through
leveraging the current portfolio of titles and developer partnerships we have generated and by establishing operations in other territories by sub-licensing titles to proven online game operators in the key markets we have identified as expansion
opportunities. We also intend to opportunistically partner with or acquire key developers and/or operators that provide a strong entrée into these targeted online games markets.

China.com Business Unit

Overview

During 2007, our China.com business unit was engaged in providing mobile services and applications and internet and medial products and services and was
comprised of two segments, Mobile Services and Applications and China.com. In February 2008 we announced that, due to negative effects caused by the regulatory environment surrounding the MVAS industry in China, we decided to
discontinue the operations of our Mobile Services and Applications business and currently, our China.com business unit is comprised of a single segment, China.com.

Total revenues for the China.com segment were $11.4 million for the year ended December 31, 2007, compared to $10.0 million for the year ended
December 31, 2006. As a percentage of total revenues, revenues from our China.com segment constituted 2.8% of total revenues in 2007 and 3.3% of total revenues in 2006.

Products and Services

Mobile Services and Applications segment. During 2007, and in
earlier periods, we offered a suite of mobile data applications, including dating, chatting, entertainment, information-related content and community services to mobile subscribers in China utilizing SMS, MMS, WAP and IVR services.

In June 2006 we were alerted to policy changes for all subscription services on China Mobiles, or CMCCs, Monternet platform, which affected
the Companys MVAS subscription services. These changes, which were implemented under the policy directives of Chinas Ministry of Information Industry, aimed to address industry-wide objectives, including reducing customer complaints,
increasing customer satisfaction and promoting the healthy development of the MVAS industry and CMCCs Monternet.

As a result of
these significant industry-wide directives, for the year ended December 31, 2007, our total mobile services and application revenue for the year ended December 31, 2007 was $8.3 million, compared to $31.9 million for the year ended
December 2006, representing a decrease of approximately 73.8%. During 2007, SMS and MMS continued to be our primary revenue generating businesses at China.com, representing approximately 52.1% and 23.6% respectively, of the total mobile services and
applications revenue. The remaining revenues were mainly comprised of our WAP and IVR services.

As the regulatory environment for the MVAS
industry continued to be difficult we determined that there was no reasonable instance where our MVAS business would be profitable in the foreseeable future. As a result, in February 2008, we announced that we were discontinuing our MVAS business
and we have since discontinued these operations.

China.com segment.Our China.com business is focused on online
entertainment and Internet products and services that target users in China and Chinese communities worldwide via our portal network ( and ). This segment also includes our Singapore-based travel trade publisher and organizer serving the travel and
tourism industry in the Asia Pacific region. The China.com business offers the following products and services:

Portal.The services
and products of our portal include online advertisement, search, enterprise service and mail services.



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Travel and Trade Services.TTG publishes literature for the travel industry and organizes industry
events. It is one of Southeast Asias most established information and access providers to the travel and tourism industry. TTG offers a wide range of travel and tourism media products, including publications, exhibitions, database management
and Internet products. TTG also offers integrated marketing solutions and a platform for customers to showcase their products and services in the travel and tourism industry. TTG sells its products and provides services directly to its customers,
such as travel associations and government agencies.

Internet Video. In November 2006, we announced that China.com launched a new
service, v.china.com, which allows people to watch video clips from that site. We believe the v.china.com site is different from many other video sharing websites because its content comes from self-developed or co-developed video films or
authorized pieces provided by contracted partners. We believe this approach helps address certain copyright issues which have long plagued the video sharing industry.

Furthermore, in August 2007, China.com signed a content agreement with Forbes. Under the agreement, Forbes.com will provide the China.com portal with a variety of content in English and in Chinese. In addition, during
the third quarter of 2007, the China.com portal established a strategic partnership with www.globalsources.com (NASDAQ: GSOL), a leading business-to-business (B2B) media company and a primary facilitator of two-way trade with Greater China.

Recognizing the growth and potential of the online games sector in China, China.com also intends to expand its current games channel into
an informational and interactive games platform and intends to forge strategic partnerships with leading domestic and international game developers to launch browser-based games, many of which are sports games, to help capture a fast growing market
and to capture the advertising opportunities created by the 2008 Olympics. The portal is also expanding content on games-related news and information, offering the China.com games channel as an attractive choice for game advertisers. Additionally,
in November 2007, China.com signed an advertising contract with Giant Interactive Group Inc. (NYSE: GA), one of the leading online games developers and operators in China.

Sales

Our China.com business unit is also focused on launching promotions both through our portals
and the general media. Currently, we have approximately 58 sales and marketing personnel who are located throughout China, including in Beijing, Nanjing, Shandong, Guangdong and Hangzhou. Our primary sales and marketing initiatives focus on direct
marketing through consumer portals like , which is not part of this Annual Report, and general media advertising in traditional media, including point-of-purchase promotions, newspaper and magazine advertisements, radio and TV advertisements.

Competition

Our China.com business
unit also operates in an increasingly competitive environment and faces increasing competition for content, user traffic, ease of use and functionality. Such competitors include Chinese and/or English language based Web search and retrieval
companies, including AltaVista Co., Apple Daily, ChinaByte, FindWhat.com, HotBot, HotWired Ventures, Lycos, Inc., Mingpao.com, MSN, Netease.com, Inc., Netvigator.com, Overture Services, Inc. (acquired by Yahoo!, Inc.), Shanghai Online, Sina
Corporation, Sohu.com, Inc., Tom Online Inc. and Yahoo!, Inc. We also encounter increased competition from Internet service providers, Web site operators and providers of Web browser software, including Microsoft Corporation or Netscape
Communications Corporation, that incorporate search and retrieval features in their products.

China.coms Competitive Strengths

We believe that China.com benefits from strong brand recognition in China. As of June 2008, Alexa ranked our domain, www.china.com,
in the range between 140 and 160th of all websites globally, and also ranked www.china.com as 14th among all simplified Chinese character websites, as measured by user traffic.



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In addition, we believe China.com benefits from the growth of online advertising and its established
strategic partnerships with Internet industry leaders in China.

China.coms Goals and Strategy

Our goal for our China.com business is to be a leading portal company in China., and we intend to continue to place emphasis on the development of our
portal network. We believe that the portal network will play a critical role in driving synergies among our other related businesses, including our online games business and will serve as a strategic and core business platform.

In addition, we have begun to implement a repositioning strategy for the portal network to sharpen its vertical focus, and extend the depth of its
product offerings in selected channels which includes Automobile channel and Webgames channel.

China.com and CDC Mobile Strategic Partnerships,
Agreements and Investments

Google. In July 2006, China.com and Google formed a strategic partnership, which was expanded in July
2007 to improve search experiences for Internet users in China. Under the agreement, Googles WebSearch service will be embedded in China.coms search box, allowing users to switch between online content and web page search. In addition,
China.com intends to utilize Google AdSense program to deliver relevant advertisements that generate revenue and enhance the user experience.

Soufun.In 2005, China.com formed a strategic relationship with Soufun, one of Chinas leading real estate websites. We believe this partnership has enriched our content in those channels and improve users experiences. The
China.com portal will continue to broaden its partnership with leading websites in various vertical sectors.

Our Intellectual Property

We have acquired a significant amount of intellectual property and we are increasingly developing our own intellectual property. We regard the
protection of our trademarks, service marks, copyrights, trade secrets, domain names, and other intellectual property rights as crucial to our success. We rely on a combination of copyright, trade secret and trademark laws, confidentiality
procedures, contractual provisions and other similar measures to protect our proprietary information and technology. Copyrights or trademarks held by us, however, may be challenged or determined to be invalid. In addition to the protection generally
available to unregistered trademarks under the laws of many jurisdictions, we also protect our trademarks through registration primarily in the United States and Canada, although we do seek such protection elsewhere in selected key markets. However,
protection may not be available in every country in which our intellectual property and technology is used. Some countries, such as China, may not protect our proprietary rights to the same extent as in the United States and Canada. In particular,
software piracy has been an issue in China for many software publishers. Policing the unauthorized use of our licensed technology is difficult as are the steps necessary to prevent the misappropriation or infringement of our licensed technology.
Litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of our proprietary rights. Any of these claims, with or without merit, could result in costly litigation,
divert our managements time, attention and resources, delay our product shipments or require us to enter into royalty or license agreements.

As part of our confidentiality procedures, we have policies of entering into non-disclosure and confidentiality agreements with our employees, consultants, corporate alliance members, customers and prospective customers. We also enter into
license agreements with respect to our technology, documentation and other proprietary information. These licenses are non-exclusive and generally perpetual. We provide for source code escrow arrangements under some of our license agreements.
Despite the efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain the use of our products or technology that we consider proprietary and third parties may attempt to develop similar technology
independently.



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Most of our products do not contain the functionality to allow us to accurately track the numbers of
users of our products at a customer site. Because some of our license agreements are for named-user licenses in which only a certain limited number of named individuals are permitted to use the software for which the license is granted, if our
customers do not accurately report the number of users using our products or we cannot accurately track the number of users of our products at a customer site, we face the potential of lost revenues if the customer has a greater number of users than
for which they have purchased licenses. License agreement provisions, such as requesting customers to perform annual self audits of the number of users at a customer site, provide only limited protection and are retrospective.

We currently sub-license and distribute the intellectual property and technology of third parties. As we continue to develop intellectual property and
introduce new products and services that require new technology, we anticipate that we may need to obtain licenses for additional third-party technology. These existing and additional technology licenses may cease to be available to us on
commercially reasonable terms, or at all. In addition, it is possible that, in the course of using new technology, we or our agents acting on our behalf may inadvertently breach the technology rights of third parties and face liability for our
breach. Our inability to obtain these technology licenses or avoid breaching third-party technology rights could require us to obtain substitute technologies of lower quality or performance standards or at greater cost which could delay or
compromise the introduction of new products and services, and could materially and adversely affect our business, results of operations and financial condition.

Legal Proceedings

As of June 2008, other than as set forth below, there is no material litigation pending against us. From
time to time, we and our 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, we believe that the final outcome of
such other matters will not have a material adverse effect on our financial position, results of operations or cash flows.

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 our securities between July 12, 1999 (the date of our IPO) and December 6, 2000, inclusive. The
complaint charges we and the underwriters in our 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 our 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 our 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 us and over 300 other issuers who went public
between 1998 and 2000, announced a proposed settlement with us and the other issuer defendants. The proposed settlement provided that the insurers of all settling issuers would guarantee that the plaintiffs recover $1.0 million from non-settling
defendants, including the investment banks that acted as underwriters in those offerings. In the event that the plaintiffs do not recover $1.0 million, the insurers for the settling issuers will make up the difference. Under the proposed settlement,
the maximum amount that could be charged to us insurance policy in the event that the plaintiffs recovered nothing from the investment banks would be approximately $3.9 million. We believe that we have sufficient insurance coverage to cover the
maximum amount that we may be responsible for under the proposed settlement. The independent members of our 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. In August 2005, the court preliminarily approved the settlement. In December 2006, the appellate court overturned the certification of classes in the six test



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cases that were selected by the underwriter defendants and plaintiffs in the coordinated proceedings (the action involving the Company is not one of those
test cases). In June 2007, the court entered an order terminating the proposed settlement based on a stipulation among the parties to the settlement. Plaintiffs have filed amended master allegations and amended complaints and moved for class
certification in the six test cases, which the defendants in those cases have opposed. In March 2008, the court largely denied the defendants motion to dismiss the amended complaints in the six test cases. It is uncertain whether
there will be any revised or future settlement. If the litigation proceeds, we believe that we have meritorious defenses to plaintiffs claims and intends to defend the action vigorously.

ManTech International Corporation and ManTech Australia International Inc. In October 2005, ManTech International Corporation and ManTech
Australia International Inc, filed a civil action against our subsidiaries CDC Australia Limited and CDC Australia (Praxa) Pty Ltd (collectively, CDC Australia), alleging that CDC Australia failed to pay AU$5.0 million 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
have 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. The parties are engaging in
discovery and interrogatories under a new timetable, and other preliminary procedural steps through early 2008 have been set. At a hearing held in February 2008, plaintiffs filed and served answers to defendants interrogatories and a
directions hearing was scheduled for March 2008. Plaintiffs have now requested additional discovery. We believe that the AU$5.0 million was rightfully retained by CDC Australia in accordance with the terms of the acquisition agreement, and
the action is without merit. We intend to vigorously defend such action. Management considers the outcome of any judgment on the lawsuit with respect to us to be uncertain and the amount of any expenditure from the lawsuit is not estimable.

Lam, Po Chiu Mark. In December 2003, Mr. Mark Lam filed a civil action in the High Court of Hong Kong against our 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 approximately $0.7 million. 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 CDC Corporation, our parent company, as a party. CDC Corporation was joined in July 2006.
In January 2007, Mr. Lam also joined a member of our board of directors, Mr. Peter Yip, to the proceedings. An amended statement of claim and an amended defense have been filed by the plaintiff and defendants, respectively. Management
considers the outcome of any judgment in this matter to be uncertain and the amount of any expenditure from this matter is not estimable. We believe that this action is without merit and intend to vigorously defend such action.

Marjorie Fudali.In June 2003, Majorie Fudali (Fudali) filed a civil action in the United States District Court for the District of
Columbia against Pivotal Corporation, alleging that she was owed commission in the amount of $0.4 million plus override commissions under a compensation plan allegedly agreed between her and a former senior executive of Pivotal, and wages under
District of Columbia wage laws. In early 2004, Pivotals motion to dismiss the wage law claim was granted. In July 2004, Fudali amended her claim to add a promissory estoppel ground. In August 2004, Pivotal filed a motion for summary judgment,
which was denied by the Court, ruling that factual disputes existed, which should be resolved at trial. Shortly before the jury trial which was scheduled to occur in January 2007, Fudali alleged that new facts came into light and amended her damages
claim to $2.3 million. As a result, the jury trial was adjourned. The jury trial took place in October 2007, and a verdict against Pivotal was returned. The Court ordered Fudali to provide a calculation of the amount that Fudali believes she may be
entitled to based on the verdict. Fudali has provided two alternative calculations, in the amounts of $1.9 million and $1.8 million. Pivotal has challenged those calculations and is awaiting a hearing and the
Courts decision on the amount.

Jason Leedy.In August 2002, Mr. Jason Leedy filed a civil action against Vis.align,
LLC, which we acquired in December 2006. Mr. Leedy has alleged that his employment with Vis.align had been wrongfully terminated, and severance pay and other amounts were owing to him, and sought damages in the amount of $0.3
million. After a jury trial in which a verdict favorable to Mr. Leedy was returned, the Court entered judgment in the amount of $0.4 million, which included $0.1 million in attorneys fees and costs. Vis.align



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has appealed to the Pennsylvania Superior Court. In September 2006, the Superior Court ordered that the judgment below based on the jury verdict be vacated,
and that judgment be entered in favor of Vis.align notwithstanding the verdict. In November 2006, the Superior Court granted Mr. Leedys petition for rehearing en banc and withdrew its September 2006 decision. In March 2008, an evenly
divided Superior Court issued two opinions, one in support of reversal of the trial court and one in affirmance of the trial court. As the Superior Court was evenly split, the trial courts decision was affirmed by default, leaving the
defendants liable for approximately $40.4 million. A petition requesting review by the Pennsylvania Supreme Court was filed in April 2008 and remains pending.

Asian Media Company Limited. Optic Communications Co., Ltd received an arbitration claim of approximately $0.5 million from Asian Media Company Limited claiming damages related to an alleged breach of contract
under an undated 3-party agreement among Guangzhou Optic Communications Co., Ltd, Asian Media Company Limited and Changchun YaAo Resources Development Company Limited. We intend to vigorously defend such action. Management considers the outcome of
this matter with respect to us to be uncertain and the amount of any expenditure from this matter is not estimable.

Chan.In March
2007, we filed suit against Steven Chan (Chan) and Bing Corporation (Bing), alleging that Chan and Bing illegally obtained option shares in CDC Corporation. In April 2008, Chan and Bing filed a cross-complaint against CDC
Corporation and CDC Corporation Ltd. alleging breach of an oral contract and various tortious claims including interference with the exercise of purported options, and defamation. Chan and Bing currently allege damages: (i) in excess of $1.0
million arising from alleged inability to exercise stock options at more favorable dates, (ii) in excess of $0.2 million for various payments alleged to be due to Chan and/or Bing, and (iii) unspecified damages for libel.

Pure Biosciences. In June 2007, Pure Biosciences (Pure) filed a complaint in the Southern District of California asserting claims for
breach of contract, breach of express warranty, breach of implied warranty of merchantability, breach of the implied warranty of fitness for a particular purpose, and rejection of goods and/or revocation of acceptance related to a Software License
and Professional Services Agreement and related Statement of Work and Master Work Order Pure entered into with Ross in March. In August 2007, Ross filed a motion to dismiss the complaint. Pure did not respond to Rosss motion, but instead
filed an amended complaint in October 2007. In November 2007, Ross filed a second motion to dismiss, and in an order dated April 4, 2008, the Court granted Rosss motion without prejudice. Pure filed its Second Amended Complaint In May
2008 asserting claims for breach of contract, breach of express warranty, and rejection of goods/revocation of acceptance and seeking attorneys fees and damages of at least $0.2 million. Ross filed its third motion to dismiss in May 2008,
arguing that Pure still failed to adequately allege that the software failed to conform to the terms of the parties License Agreement or the express warranty it contains and that Pure cannot state a claim based on alleged pre-contractual
marketing statements because the License Agreement contains a merger clause. Pure filed its response in June 2008, and Rosss reply is due June 23, 2008. The Company cannot predict when the final resolution of this litigation will occur,
and it is not possible to evaluate the likelihood of an unfavorable outcome or to estimate the amount or range of potential loss with respect to this matter.

William McKenna (McKenna). In November 2007, McKenna filed a civil action in the District Court of Denver County, Colorado, against the Companys subsidiary, CDC Software, Inc. alleging he
was terminated from his position as a sales account executive in violation of public policy, based on his refusal to engage in allegedly improper sales practices. McKenna is seeking compensatory damages in an unspecified amount, damages for
emotional distress and exemplary damages. In January 2008, the Company removed the case from the Colorado State Court to the U.S. District Court for the District of Colorado and thereafter filed an answer, defenses and asserted a counterclaim
alleging a breach of McKennas Proprietary Information Agreement with the Company. In addition, the Company filed a motion to transfer venue of this case to the United States District Court for the Northern District of
Georgia. In February 2008, McKenna filed an answer to the Companys counterclaim, and the Company was notified that McKennas attorney requested permission to withdraw from the case. McKenna hired new counsel, who filed a
response in opposition to the Companys motion to transfer and moved to amend the Complaint to add a cause of action for alleged violations of the Colorado Wage Claim Act. The Company filed a reply in
support of its motion to transfer in April 2008, and the parties are now waiting for the Court to rule on that motion. Later in April 2008, the Company filed a response in opposition to McKennas motion to



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amend, and McKenna filed a reply in early May 2008, and the United States Magistrate Judge issued a written opinion recommending that the
District Court Judge grant McKennas motion to amend, and the Company filed Objections later in May 2008. The parties have recently propounded written discovery. The Company cannot predict when the final resolution of this litigation
will occur, and it is not possible to evaluate the likelihood of an unfavorable outcome or to estimate the amount or range of potential loss with respect to this matter.

Triton IP LLC.In April 2008, Triton IP, LLC filed a claim in the United States District Court for the Eastern District of Texas against defendants NetSuite, Inc., CDC Corporation and CDC Software Inc. alleging
that our MarketFirst software infringed a patent owned by Triton through assignment. The plaintiff is seeking a permanent injunction against defendants, damages, costs, expenses, interest, attorneys fees and other restitutional remedies. The
Company intends to vigorously defend such action. Management of the Company considers the outcome of this matter with respect to the Company to be uncertain and the amount of any expenditure from this matter is not estimable.

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 in the state court in New York, New York, against the Companys subsidiary Ross Systems, Inc. and others alleging, among other things, breach of contract, claims under
contractual indemnifications and fraud arising from the February 2001 sale of assets from Rosss HR/Payroll division to NOW Solutions. The action sought $5.0 million in damages. In April 2003, Ross filed a motion to dismiss the
complaint, which was granted in November 2003. The plaintiff appealed and its appeal was granted in October 2004. The matter was remanded to the trial court for adjudication. In May 2006, both Vertical and Ross filed a summary judgment motions
against each other. In November 2006, the Court denied these summary motions, finding that factual issues existed to be resolved at trial. In March 2004, the Companys subsidiary Ross filed a separate civil action against NOW in state
court in New York, New York seeking payment of the final $0.8 million installment due under a promissory note executed by NOW in connection with the February 2001 HR/Payroll division asset sale. In November 2004, NOW asserted counterclaims
against Ross raising the same contractual issues asserted in the Vertical v. Ross action, as well as additional contractual claims related to the 2001 asset sale, seeking a total of approximately $15.0 million in damages. In December 2004, Ross
filed a motion to dismiss certain of the counterclaims, which he Court granted in February 2005, thereby reducing the total damages being sought in NOWs counterclaims to approximately $5.0 million. In May 2006, Ross filed a motion for partial
summary judgment that was granted in part. A jury trial of both the Vertical v. Ross and Ross v. NOW actions took place in March and April 2007 following which the Court directed certain verdicts in favor of NOW, and certain verdicts in favor
of Ross. In September 2007, the Court entered a final judgment against Ross in the amount of $1.3 million in damages, $0.9 million in attorneys fees and costs, and $0.9 million in pre-judgment interest, for a total judgment against Ross of
$3.2 million. In November 2007, Ross filed a Notice of Appeal, thereby commencing its appeal from the Courts trial rulings. In February 2007, NOW Solutions, Inc, the alleged successor-by-merger to NOW Solutions, LLC, filed an action
in the state court in New York, New York, against Ross, although Ross has yet been served with the Complaint. In this action, NOW Solutions, Inc. asserts claims for breach of contract and attorneys fees based upon facts similar to those in the
above action, seeking $4.1 million in damages. The Company believes that this action filed in February 2007 is duplicative of the claims that have already been litigated through trial as referred to above, and is without merit, and the Company
intends to vigorously defend the same. The Company accrued $0.3 million, $2.9 million and $3.2 million at December 31, 2005, 2006 and 2007, respectively.



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|C. | Organizational Structure
|-- | ------------------------

CDC Corporation was
incorporated in June 1997. The following table sets forth our significant subsidiaries organized by business unit as of April 30, 2008. Please note that the following table does not include our intermediate holding companies.

LOGO



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        Ross Systems, Inc.          Pivotal Corporation          Industri-Matematik International Corp          Saratoga Systems Inc.          Vectra Corporation (majority interest)          MVI
Holdings Limited          Respond Group Limited          Vis.align, Inc.          DB
Professionals, Inc.          OST International Corporation          c360 Solutions Incorporated          Platinum China Holdings Inc.(holds OpusOne)          Assets acquired from JRG Software, Inc.          Praxa
Limited          Software Galeria, Inc. (51%)(holds Ascent and the assets of Horizon)          PK Information Systems Pty Ltd.          MEZZO
Business Databases Pty Limited          Catalyst International |  |         Beijing 17Game Network Technology Co., Ltd.
         Guangzhou Optic Communications Co., Ltd          CDC Games Interactive Limited |  |         TTG Asia Media Pte Limited*          chinadotcom Portals Limited*          hongkong.com Portals Limited*          CDC
Mobile Media Corporation (90%)*       NewPalm (China) Information Technology Co. Ltd. (held by Palmweb Inc.) **       Beijing He He Technology Co. Ltd. (held by Group Team Investments) (operates Go2joy)
**       Shenzhen KK Technology Ltd (held by United Crest Limited) **       TimeHeart Science Technology Limited **



|( ) | Denotes percentage ownership, if less than 100%
|--- | -----------------------------------------------

|* | Subsidiaries held under our 77% owned subsidiary, China.com, which is listed on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, or GEM.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Subsidiaries Held Under CDC Mobile Media Corporation, a 90% Owned Subsidiary Of China.Com, which is listed on the Growth Enterprise Market of The Stock Exchange of Hong Kong
Limited, or GEM.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Corporate Structure in China for our CDC Games and China.com Business Units

Overview

Internal Restructuring.In December 2006, we completed our plans for an internal restructuring of CDC Games pursuant to which CDC Games was moved from within China.com to become a direct business unit of CDC Corporation. The
independent shareholders of China.com, present in person or by proxy at China.coms shareholders meeting, approved the restructuring.

In connection with the restructuring, CDC Games entered into a stock purchase agreement whereby it acquired all issued and outstanding shares of its common stock for a purchase price of $110 million. Of such amount, $50 million was paid in
cash at closing and $60 million was funded through CDC Games issuance of a note bearing interest at 5% per annum, due June 28, 2008. This note was paid in full on June 27, 2008.

Businesses. As of March 31, 2008, CDC Games operates in the online games business segment in China through 17game and Optic. As of
March 31, 2008, China.com, a 77% owned subsidiary of CDC Corporation, operates our China.com business segments in China.

CDC Games
and China.com make investments in each of these business units mainly through offshore holding vehicles registered in the British Virgin Islands or Cayman Islands.

Trust Deed Arrangements

To comply with legal and regulatory considerations in
China, each of CDC Games and China.com conducts a significant portion of the operations of these business units through domestically registered companies in China, referred as ICPs, which are held under trust deed arrangements. Under these trust
deed arrangements, the trustees are employees of CDC Games or China.com who are Chinese nationals and the 100% beneficiaries of the trusts are offshore holding vehicles registered in the British Virgin Islands or Hong Kong.

With respect to our Newpalm business, we have formed two ICPs, Beijing Newpalm Technology Co., Ltd., or Beijing Newpalm, and Beijing Wisecom Technology
Co., Ltd., or Beijing Wisecom. Two of China.coms employees, Mr. Wang and Ms. He, each own 50% of Beijing Newpalm and Mr. Wang and Mr. Fang each own 50% of Beijing Wisecom. Beijing Newpalm and Beijing Wisecom are held under
trust deed arrangements under which Mr. Wang, Ms. He and Mr. Fang also serve as trustees of the trusts. China.com Corp. Limited is the holding vehicle of China.com incorporated in Hong Kong which is the 100% beneficiary of the trusts.

With respect to our Shenzhen business, the ICP is Shenzhen KK Technology Ltd., or Shenzhen KK. Two of China.coms employees have
ownership interests in Shenzhen KK with Mr. Wang and Ms. each owning 50% of Shenzhen KK. Shenzhen KK is held under trust deed arrangements under which Mr. Wang and Ms. He also serve as trustees of the trusts. Unitedcrest
Investments Limited is the offshore holding vehicle of China.com registered in the British Virgin Islands which is the 100% beneficiary of the trusts.

With respect to our TimeHeart business, the ICP is Beijing TimeHeart Information Technology Limited, or Beijing Timeheart. Two of China.coms employees have ownership interests in Beijing TimeHeart with
Ms. Huang owning 50% of Beijing TimeHeart and Ms. Zhao owning 50% of Beijing TimeHeart. Beijing TimeHeart is held under trust deed arrangements under which Ms. Huang and Ms. Zhao also serve as trustees of the trusts, and
TimeHeart Science Technology Limited is the offshore holding vehicle of China.com registered in the British Virgin Islands which is the 100% beneficiary of the trusts.

With respect to our China.com Portal business, the ICP is Beijing China.com Technology Services Co., Ltd., or Beijing China.com. Three of China.coms employees have ownership interests in Beijing China.com with
Mr. Wang and Mr. Fang each owning 40% of Beijing China.com and Ms. Wu owning 20% of Beijing China.com. Beijing China.com is held under trust deed arrangements under which Mr. Wang, Mr. Fang and Ms. Wu also serve as
trustees of the trusts, and chinadotcom Portals Limited is the offshore holding vehicle of China.com registered in the British Virgin Islands which is the 100% beneficiary of the trusts.



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With respect to our Go2joy business, the ICP is Beijing He He Technology Co., Ltd., or Beijing He He. Two
of China.coms employees have ownership interests in Beijing He He with Ms. He and Ms. Wu each owning 50% of Beijing He He. Beijing He He is held under trust deed arrangements under which Ms. Wang and Ms. Wu also serve as
trustees of the trusts, and Double Keen Limited is the offshore holding vehicle of China.com registered in the British Virgin Islands which is the 100% beneficiary of the trusts.

With respect to our 17game business, the ICP is Beijing Hulian Jingwei Technology Development Co., Ltd., or Beijing Inter Connected. Two of
China.coms employees have ownership interests in Beijing Inter Connected with Mr. Wang owning 70% of Inter Connected and Mr. Xu owning 30% of Inter Connected. Inter Connected is held under trust deed arrangements under which
Mr. Wang and Mr. Fan also serve as trustees of the trusts, and Equity Pacific Limited is the offshore holding vehicle of China.com registered in the British Virgin Islands which is the 100% beneficiary of the trusts.

Licenses and Agreements

The ICPs each hold various types of licenses required by the regulatory authorities in China with respect to operating their respective businesses.



| |  |  | Beijing Newpalm, Beijing Wisecom, Beijing He He and Shenzhen KK each hold a license to provide SMS, MMS, IVR, WAP and other mobile services and applications to
public subscribers in the PRC.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Beijing Newpalm, Beijing He He, Shenzhen KK and Beijing TimeHeart each hold a nationwide license to provide mobile value added services, or MVAS in the PRC.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Beijing TimeHeart holds an Internet Content Provider license in the PRC.
| | - |  | ------------------------------------------------------------------------

During 2007, Beijing Newpalm continued to serve as the primary ICP within Newpalm. Previously, Beijing Newpalm had entered into agreements with China
Mobile to provide services on China Mobiles network and Beijing Wisecom had entered into agreements with China Unicom to provide services on China Unicoms network. As the primary ICP within Newpalm, Beijing Newpalm continues to enter
into various agreements with China Mobile to provide services on China Mobiles network, and except for a few provinces, Beijing Newpalm has replaced Beijing Wisecom to renegotiate with China Unicom to provide services on China Unicoms
network.

Beijing He He has entered into agreements with China Mobile and China Unicom to provide MVAS services using either China
Mobiles or China Unicoms network.

Shenzhen KK has entered into agreements with China Mobile to provide MVAS services using
China Mobiles network.

Beijing China.com holds an Internet Content Provider License and has been authorized to operate an Internet
portal with the URL www.china.com. Beijing China.com also holds various licenses which are attached to the Internet Content Provider License, such as an Internet advertisement license and an Internet news reporting license.

Beijing Inter Connected holds one Internet content provider license and has been authorized to operate two Internet portals with the URL www.17game.com
and the URL for all its online games. Beijing Inter Connected also holds various licenses which are attached to the Internet content provider license which are particularly applied for each game imported into and operated in China.

With respect to our online games business, we also hold various licenses in the PRC for the import and licensing of Yulgang, Travia and Special Force.

Use of Wholly Foreign Owned Enterprises

The ICPs Beijing Newpalm and Beijing Wisecom (for Newpalm), Beijing China.com (for the China.com Portal) and Beijing He He (for Go2joy) and Beijing
Timeheart (for TimeHeart) act as the primary revenue generating entities of each business unit. In order to provide, among other things, more effective controls over these ICPs, each of the respective beneficiaries of the trusts, under the trust
deed



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arrangements for these business units, has formed and invested in a wholly foreign owned enterprise, or WFOE, to act as a long term exclusive partner of the
ICP. WFOEs are limited liability companies established under the Chinese Company Law, the shareholders of which are permitted to be 100% foreign (not Chinese nationals).

As the long term exclusive partner of the ICP, the respective WFOE for the ICP provides technical and logistical support for the day to day operations of the ICP, including sales and marketing, billing, and
administrative services. To facilitate the delivery of the technical and logistical support, the WFOE owns the physical assets, including servers, switches and computers, and employs the technical, sales and administrative personnel necessary to
deliver these services. In exchange for such services, the WFOE charges the ICP a fee.

The WFOE formed to provide services for Beijing
Newpalm, Beijing Wisecom and Shenzhen KK is Newpalm (China) Information Technology Co., Limited, and such WFOE charges a fee of approximately 90% of the gross revenue of each of Beijing Newpalm, Beijing Wisecom and Shenzhen KK for its services.

The WFOE formed to provide services for Beijing TimeHeart is TimeHeart (Beijing) Network Technology Limited. This WFOE did not charge
Beijing TimeHeart any fees in 2006.

The WFOE formed to provide services for Beijing China.com is Chinadotcom Communications Technology
Development (Beijing) Limited This WFOE charged fees averaging approximately 49% and 41% of the gross revenue of Beijing China.com for its services during each of 2005 and 2006, respectively.

The WFOE formed to provide services for Beijing He He is Beijing He He IVR Mobile Technology Ltd. This WFOE did not charge Beijing He He any fees in 2005
or 2006.

The WFOE formed to provide services for Beijing Inter Connected is Beijing 17game Network Technology Co., Ltd. This WFOE is able
to directly sell the final online game products to the consumers instead of charging a service fee via Beijing Inter Connected.



|D. | Property, Plants and Equipment
|-- | ------------------------------

Facilities

As of April 30, 2008, we owned no real estate and our major leased facilities included our:



| |  |  | principal executive offices in Hong Kong, where we have leased approximately 13,600 square feet, approximately 40% of which we occupy pursuant to the terms of a
Services Agreement;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | corporate, research and development, sales, marketing, consulting and support facilities in Atlanta, Georgia, where we lease approximately 36,200 square feet;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | sales, marketing and support facilities in Northampton, England, where we lease approximately 11,500 square feet;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | service, sales and support facilities in San Francisco, California, and Sydney and Melbourne, Australia where we lease approximately 10,278, 13,210 and 12,426
square feet, respectively;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | professional services, education and research and development facilities in Vancouver, British Columbia, where we lease approximately 133,812 square feet,
approximately 96,801 square feet of which is currently sublet;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | product development facilities and Nordic service, sales, marketing and support facilities in Stockholm, Sweden, where we lease approximately 13,500 square feet;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | product development centers in Bangalore, India, where we lease approximately 40,000 square feet and Shanghai, China, where we lease approximately 9,563 square
feet;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | local support facilities in Paris, France, where we lease approximately 11,808 square feet, and in Globen, Linköping and Hässleholm, Sweden, where we
lease approximately 39,000 square feet;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | service, sales, marketing and support facilities for our Global Services Group in King of Prussia, Pennsylvania, where we lease approximately 10,000 square feet;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | operational facilities for certain of our enterprise software subsidiaries, located in Campbell, CA, where we lease approximately, 10,000 square feet; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | operational and support facilities for our China.com and CDC Games businesses in Beijing where we lease approximately 60,216 square feet of office space.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

We and our subsidiaries also lease additional office space in various other locations in the United States, Canada,
Europe, Asia and Australia. These locations include:



| |  |  | in the United States: Addison, TX; Bala Cynwyd, PA; Bethesda, MD; Dallas, TX; Des Plaines, IL; Edison, NJ; Fairfield, NJ; Miami, FL; Mt. Laurel, NJ; Naperville, IL;
Portland, OR; San Francisco, CA; Westborough, MA; and White Plains, NY;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | in Canada: Toronto, Ontario;
| | - |  | ----------------------------



| |  |  | in Europe: Vantaa, Finland; Paris, France; Unterfohring, Germany; Dublin, Republic of Ireland; Zeist, The Netherlands; Barcelona, Spain; Binfield, Berkshire, UK;
Milton Keynes, UK; and Solna, Sweden;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | in Asia: China (including Guangzhou, Chengdu, Shenzhen, Shanghai, Hangzhou, Henan, Nanjing, Shandong, Shanxi and Tianjin); Mumbai, India; Tokyo, Japan; and Seoul,
Korea; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | in Australia: Milton, Brisbane.
| | - |  | -------------------------------

In
December 2006, China.com entered into contracts to acquire approximately 376,740 square feet of land in Nanjing, China for an aggregate of approximately $0.6 million payable in installments. We intend that these premises will be utilized as
corporate facilities for us and our subsidiaries.



|ITEM 4A. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None.



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|ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|------- | --------------------------------------------



|A. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|-- | -------------------------------------------------------------------------------------

You should read the following discussion of our financial condition and results of operations together with our consolidated financial statements and
the related notes included elsewhere in this Annual Report on Form 20-F. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from those anticipated in these
forward-looking statements as a result of factors including, but not limited to, those set forth under Item 3.D. of this Annual Report, Key Information  Risk Factors and Item 11 of this Annual Report, Quantitative
and Qualitative Disclosures About Market Risk.

Overview

Operating Segments and Discontinued Operations

We report results in five business
segments, Software, Global Services, CDC Games, China.com and MVAS. Due to the decision made in the first quarter of 2008 to discontinue the MVAS business, subsequent filings will show the
MVAS segment as a discontinued operation.

Products and Services

CDC Corporation is a global provider of enterprise software, mobile services and internet and media services and is also engaged in the development and operation of online games. We offer the following products and
services to customers around the world:



| |  |  | Software. We are a global provider of enterprise software applications and related services. Our products are designed to support and automate the processes
of an organization to help achieve company-wide integration of business and technical
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | information across multiple divisions and organizational boundaries, such as finance, manufacturing, logistics, human resources, marketing, sales and
customer service, by utilizing common databases and programs that share data real time across multiple business functions. Our products and services seek to help companies worldwide fulfill their business growth objectives through increased
operational efficiencies, improved profitability, strengthened customer relationships and improved regulatory compliance. Our software suite includes Enterprise Resource Planning, or ERP, Customer Relationship Management, or CRM, Supply Chain
Management, or SCM, Order Management Systems, or OMS, Human Resources and Payroll Management, or HRM, and Business Intelligence, or BI, products.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Global Services. Our global services offerings include information technology services, eBusiness consulting, web development and outsourcing in Australia
and the U.S., and a marketing database and marketing support service offered principally in Australia and New Zealand. Our global services companies provide program management, outsourcing services, application development and ongoing support
services using a wide range of technologies.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | CDC Games. Our Games business is principally comprised of online game services in the China. We operate our Massively Multiplayer Online Role-Playing Games,
or MMORPGs, under two models. The first model is the traditional subscription based pay-to-play, where users purchase pre-paid cards, or the PP-Cards, to play for a fixed number of hours. The second 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.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | China.com. Our China.com business encompasses a range of businesses, including our Internet media business which is focused on online entertainment and
Internet products and services that target users in China via our portal network (www.china.com and www.hongkong.com) and a Singapore-based travel trade publisher and organizer serving the travel and tourism industry in the Asia Pacific region
operated by TTG.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mobile Services and Applications (MVAS). Our mobile services and applications business provided news and mobile applications services targeting
the consumer market in China as well as wireless services including Short Message Service, or SMS, Interactive Voice Response, or IVR, Multimedia Message Service, or MMS and Wireless Application Protocol, or WAP. Our mobile services and applications
business was primarily operated through Newpalm and Go2joy, both of which are held through our subsidiary, China.com.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Acquisitions

During 2006 and 2007, we made the following significant business acquisitions, by business segment, the results of which have been
consolidated from the respective dates of acquisition. There were no significant acquisitions during 2005.



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|                                                             |  |               
|------------------------------------------------------------ |  | --------------
|Software                                                    
|                                                             | 
|Acquired company                                             |  | Date          
|Respond Group Ltd. (Respond)                               |  | February 2007 
|Saratoga Systems Inc. (Saratoga)                           |  | April 2007    
|Catalyst International, Inc. (Catalyst)                    |  | September 2007
|Industri-Matematik International Corp. (IMI) *             |  | November 2007 
|                                                             | 
|Global Services                                              |  |               
|Acquired company                                             |  | Date          
|D B Professionals, Inc. (DBPI)                             |  | July 2006     
|Vis.align, Inc. (Vis.align)                                |  | December 2006 
|                                                             | 
|Mobile Services and Applications                             |  |               
|Acquired company                                             |  | Date          
|TimeHeart Science Technology Limited (the TimeHeart Group) |  | November 2006 
|                                                             | 
|CDC Games                                                    |  |               
|Acquired company                                             |  | Date          
|Equity Pacific Limited (the 17game Group).                 |  | March 2006    
|Guangzhou Optic Communications Co., Ltd (Optic)            |  | July 2007     



|* | Acquisition of the remaining 49% interest not previously owned.
|- | ---------------------------------------------------------------

For a
list of all acquisitions, see Item 4  Information on the Company.

Material Weaknesses

Management performed an assessment of the effectiveness of the Companys internal control over financial reporting as of December 31, 2007,
utilizing the criteria described in the Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The objective of this assessment was to determine
whether the Companys internal control over financial reporting was effective as of December 31, 2007. That assessment identified the following control deficiencies as of December 31, 2007, that constituted material weaknesses. A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual financial statements will not be
prevented or detected on a timely basis.

Financial Statement Close and Reporting

Management has concluded that a material weakness exists in documentation and procedures relating to the financial statement close process that result in
a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected.



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Specific control deficiencies identified relating to the financial statement close process include:



| |  |  | Lack of policy, procedures, and controls including review and approval procedures to ensure that financial statements for external purposes are prepared in
accordance with generally accepted accounting principles including periodic in-depth review of the proper application of generally accepted accounting principles to the specific facts and circumstances of each of our businesses;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Lack of adequate controls and procedures to mitigate the risks associated with decentralized accounting operations and systems;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | Lack of adequate policies and procedures with respect to journal entries and account reconciliations, including insufficient supporting detail and inconsistent
evidence of management review; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Lack of sufficient personnel with appropriate skills and experience to properly prepare journal entries and account reconciliations and to do so in a timely manner.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

These control deficiencies related to the financial statement close process affect all of our significant accounts. As a
result of these control deficiencies, management recorded material adjustments to the financial statements during the year ended December 31, 2007. These control deficiencies could result in a material misstatement to the annual consolidated
financial statements that would not be prevented or detected.

Income Taxes

Management has also concluded that a material weakness exists in accounting for income taxes that results in a reasonable possibility that a material
misstatement of the financial statements will not be prevented or detected.

Specific control deficiencies identified relating to the
accounting for income tax process include:



| |  |  | Lack of procedures and controls related to the preparation and review of the tax provision designed to ensure that our deferred tax provision and deferred tax asset
and liability balances are accurate and determined in accordance with generally accepted accounting principles; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Lack of sufficient personnel with appropriate skills and experience to properly account for income taxes in accordance with generally accepted accounting
principles.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

These control deficiencies could result in a misstatement of the tax provision and deferred tax asset and
liability balances that would result in a material misstatement to the annual consolidated financial statements that would not be prevented or detected.

Treasury Management

Management has concluded that a material weakness exists in the management of
our investments and other treasury related activities that result in a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected. This limits our ability to effectively manage risk in the
treasury/capital transactions component of our strategy and could result in unexpected losses and adjustments to the carrying value of investments and derivatives employed by us.



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Specific control deficiencies identified relating to the treasury management process include lack of
sufficient personnel with appropriate skills and experience to adequately assess and monitor the accounting, economics, performance and risks related to complex treasury transactions.

The above material weakness resulted in the temporary event of default on our $168 million Convertible Notes as disclosed in Footnote 11 of Notes to
Consolidated Financial Statements.

Because of the material weaknesses described above, our management concluded that we did not maintain
effective internal control over financial reporting as of December 31, 2007, based on the criteria in Internal ControlIntegrated Framework issued by the COSO. The attestation report of our independent registered public
accounting firm is included in Part III, Item 18. Financial Statements of this report under the captions entitled Report of Independent Registered Public Accounting Firm.

Change in Internal Control over Financial Reporting

Management has taken the following steps during 2007 to begin the remediation process:



| |  |  | Hired a Chief Accounting Officer and additional accounting staff with the technical accounting skill to comply with generally accepted accounting principles.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Increased accounting resources in November 2007 to assist the accounting group in beginning the remediation process on the material control weaknesses noted above
and to improve the timeliness and quality of account reconciliations in preparation for the year end reporting process.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Redesigned the account reconciliation process to provide better support for account balances and to ensure all significant accounts are reconciled as a part of the
year end close process.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Increased detailed reviews of account balances with additional accounting staff to compensate for the control weaknesses identified.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Improved our consolidation process to help ensure complete and accurate accounting for all entities.
| | - |  | ----------------------------------------------------------------------------------------------------

Remediation activities are underway but have not been fully implemented.

Remediation Steps to Address Material Weaknesses

Our executive, regional and financial
management are committed to achieving and maintaining a strong control environment. In addition, management remains



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committed to the process of developing and implementing improved corporate governance and compliance initiatives. Our management team has been actively
working on remediation efforts as discussed above to address the material weaknesses, as well as other identified areas of risk. In 2008, we have taken the following additional steps to remediate our material weaknesses:



| |  |  | Hired a Vice President of Tax.
| | - |  | ------------------------------



| |  |  | Assigned acting Treasurer duties to lead finance person in Hong Kong.
| | - |  | ---------------------------------------------------------------------

Management has applied the above remediation steps and incorporated substantive review procedures during the year end financial statement close process
to compensate for the control weaknesses relating to reporting the financial results as of December 31, 2007.

Prospectively, we
intend to undertake further efforts to remediate the control weaknesses identified, including:



| |  |  | We are in the process of developing, and/or clarifying existing accounting policies related to estimates involving significant management judgments, as well as
other financial reporting areas. The new policies are intended to ensure appropriate review and approval, define minimum documentation requirements, establish objective guidelines to minimize the degree of judgment in the determination of certain
accruals, enforce consistent reporting practices, and enable effective account reconciliation, trend analyses, and exception reporting capabilities;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We plan to hire additional tax personnel and a full time treasurer to help address the material weaknesses in these areas;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | We plan to make further additions to our accounting staff to allow for an improved process of month end account reconciliations that includes a more timely
reconciliation processes with enhanced review processes of significant accounts and accounting entries including income taxes;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We plan to complete the consolidation of our entities into geographical centers to leverage our technical accounting resources and to reduce the complexity in our
month end consolidation process by eliminating duplicative accounting processes and to leverage the use of a common general ledger and financial reporting system; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are planning to have our regional controllers take the following steps to improve internal control over financial reporting:
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | Conducting reviews of accounting processes to incorporate technology improvements to strengthen the design and operation of controls;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Formalizing the process, analytics, and documentation around the monthly analysis of actual results against budgets and forecasts conducted within the accounting
and finance departments;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Improving quality control reviews within the accounting function to ensure account analyses and reconciliations are completed accurately, timely, and with proper
management review; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Formalizing and expanding the documentation of our procedures for review and oversight of financial reporting.
| | - |  | --------------------------------------------------------------------------------------------------------------

We intend to continue to monitor our internal controls and our progress on the remediation steps identified above and, if further improvements or
enhancements are identified, take steps to implement such improvement or enhancements.

We believe the measures described above, once
designed and operating effectively, will remediate the material weaknesses we have identified and strengthen our internal control over



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financial reporting. We are committed to continuing to improve our internal control processes and will diligently and vigorously review our financial
reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional remediation measures or determine to modify, or in appropriate circumstances not to
complete, certain of the remediation measures described above.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities,
revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, goodwill and intangible assets, business combinations, valuation of
derivative financial instruments, fair value of investments not actively traded, capitalization of software costs, investments, accounts receivable and allowance for doubtful accounts, deferred tax valuation allowance, stock based compensation, and
contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies are described in Note 2- Summary of Significant
Accounting Policies in Item 18- Financial Statements.

We believe the following critical accounting policies are some of the
more critical judgment areas in the application of our accounting policies that affect our financial condition and results of operations.

Revenue
Recognition

We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or
determinable, and collectibility is reasonably assured. If an acceptance period is required, revenue is recognized upon the earlier of customer acceptance or the expiration of the acceptance period. In some circumstances, we recognize revenue on
arrangements that contain certain acceptance provisions when we have historical experience that the acceptance provision is perfunctory. Our agreements with our 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. Discounts and rebates to customers, estimated
returns and allowances, and other adjustments are provided for in the same period in which the related revenue is recorded. Such provisions are calculated after considering relevant historical data.

We generate revenue from five primary sources: Software, Global Services, CDC Games, China.com and MVAS. We recognize revenue in accordance with US GAAP.
The specific literature that we follow in connection with its revenue recognition policy includes the Securities and Exchange Commissions (SEC) Staff Accounting Bulletin 104, Revenue Recognition (SAB 104),
the American Institute of Certified Public Accountants Statement of Position (SOP) 97-2, Software Revenue Recognition (SOP 97-2), 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



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(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 (EITF 99-19) and SOP 81-1,
Accounting for Performance of Construction-Type and Certain Production-Type Contracts (SOP 81-1). In addition to these basic criteria, the following are the specific revenue recognition policies we follow for each major
stream of revenue by reporting segment.

Software

We generate software revenue from the sale of software licenses, and the maintenance and services for such software licenses. Such sales often include a
combination of software consulting and integration services, implementation training and maintenance services. We allocate the arrangement fee in these multi-element arrangements to each individual element using its relative fair value as based on
vendor specific objective evidence (VSOE). VSOE of fair value is typically determined by the customary price charged for each element when sold separately after the application of any standard approved discount. In the case of an element
not yet sold separately, VSOE of fair value is the price established by authorized management if it is probable that the price, once established, will not change before market introduction. Where fair value exists for all undelivered elements of the
arrangement but not the delivered elements, we apply the residual method of accounting and defer revenue allocated to the undelivered elements while recognizing the residual revenue allocated to the delivered elements. In the absence of
VSOE of fair value for any undelivered element, we defer the entire arrangement fee and recognize revenue when all undelivered elements are delivered assuming all other basic criteria for revenue recognition have been met. We recognize revenue from
services separately from license fees revenue because the service arrangements qualify as service transactions as defined by SOP 97-2. The factors considered in determining whether the revenue should be accounted for separately include
the nature of the services and whether the services are essential to the functionality of the licensed product, availability of services from other vendors, and the impact of payment timing on the realizability of the software license fee.

Software license revenue is normally generated through licensing with end-users, value-added resellers (VARs) and
distributors, and through the sale of the software with or incorporating third-party products. VARs and distributors do not have rights of return, price protections, rotation rights, or other features that would preclude revenue recognition. When
software licenses are sold indirectly to end-users through VARs, we recognize as revenue only the net fee receivable upon sell-through to the end-user. License revenue from distributors is calculated at an agreed upon percentage of the
distributors net selling price to the end-user. We typically do not earn any portion of fees for services provided by the distributor to the end-user. We earn maintenance fees based on an agreed upon percentage of the maintenance fees that the
distributor earns from the end-user.

When software licenses incorporating third-party software products are sold or sold with third-party
products that complement our software, we recognize as revenue the gross amount of sales of third-party products. The recognition of gross revenue is in accordance with criteria established in EITF 99-19 because we are ultimately responsible for the
fulfillment and acceptability of the products purchased, have full latitude in establishing pricing and assume all credit and general inventory risks.

Revenue related to consulting and integration services and the provision of training services for software products are deferred and recognized as the services are delivered, assuming all other basic criteria for
revenue recognition have been met.



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Revenue related to maintenance agreements on software products is deferred and recognized ratably over
the terms of the agreements which are normally one year.

We make provisions for discounts and rebates to customers and other adjustments
in the same period in which the related revenue is recorded. Such provisions are calculated after considering relevant historical data.

Recognition of revenue from the licensing of our software products requires management judgment with respect to determination of fair values and in determining whether to use the gross versus net method of reporting for certain types of
revenue. The timing of our revenue recognition could differ materially if we were to incorrectly determine the fair value of the undelivered elements in an arrangement for which we are using the residual method. The composition of
revenue and cost of revenue would change if we made a different assessment on the gross versus net method of reporting sales of software licenses which incorporate third-party software products.

Global Services

We generate
global services revenue from information technology services, eBusiness consulting, web development and outsourcing.

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

We recognize revenue from the design, development and integration of Internet web sites and mobile phone devices using contract accounting based on either client acceptance of completed milestones or using the
cost-to-cost percentage-of-completion method. We use the cost-to-cost method based on hours incurred as a percentage of the total estimated hours to complete the project because our historical experience has demonstrated that it produces a reliable
indication of the progress on each engagement. We regularly reevaluate estimates of total projected contract costs and revise them if appropriate. Any adjustments to revenue due to changes in estimates are accounted for in the period of the change
in estimate. When estimates indicate that a loss will be incurred on a contract upon completion, a provision for the expected loss is recorded in the period in which the loss becomes evident. Historically, we have not experienced material losses on
fixed-price contracts. The majority of our contracts are short term in duration, and the use of the completed contract method would not result in a material difference in the timing of revenue recognition. Some projects include acceptance clauses
requiring customers sign-off at the conclusion of the projects. Historically, we have not experienced projects where sign-off or acceptance has been withheld by a customer resulting in a material loss on a project. Recognition of revenue using
contract accounting requires judgment with respect to the method used. The timing of our revenue recognition could differ if we were to use a different methodology for estimating progress to completion, such as an output method based on milestones
for contracts where we currently use an input method such as hours incurred.

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

Database and marketing support services include list rental, database development and supply, data analysis and call center services. Revenue is recognized when the service or list has been delivered assuming all other basic criteria for
revenue recognition have been met.



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Advertising revenue arising from direct mailing or placement of print advertising is recognized when the
advertisements are sent or published, assuming all other basic criteria for revenue recognition have been met.

We derive advertising and
marketing services revenue from consulting services, marketing database and support services, online and print advertising, and our Internet media business which is focused on online entertainment and Internet products services that target users in
China via our portal network.

Advertising and marketing consulting services revenue for fixed price contracts is recognized upon
completion of contractual milestones which are specified in the contracts along with pricing, payment terms and project timetable. Revenue from time and materials outsourcing contracts is recognized as the services are delivered, assuming all other
basic criteria for revenue recognition have been met.

CDC Games

CDC Games revenue is principally derived from the provision of online game services in China. We operate our MMORPGs under two models. The first revenue
model is the traditional subscription based pay-to-play, where users purchase 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.

All PP-Cards are sold to distributors and retailers across the country, from whom the Group collects payment on a prepaid basis. The distributors then resell the cards to end users and other retail points. The Group
offered sales discounts primarily ranging from 13%-15% to distributors or retailers. The sales discount represents the difference between the price at which the PP-Cards are sold and the face value of the PP-Cards.

The end users are required to activate their PP-Cards by using access codes and passwords to exchange the value of these cards to game points and deposit
into their personal accounts. They consume points for online game services by trading them either for a pre-specified length of game playing time or in-game merchandise or premium features sold at online game stores.

All prepaid fees received from distributors are initially recognized as deferred revenue and revenue is recognized when the registered points are
consumed for the our online game services, i.e., when game playing time occurs or in-game merchandise or premium features are delivered, or when the end customers are no longer entitled to access the online game services after the expiration of the
PP-Cards. Distributors are permitted to return unsold prepaid cards under certain conditions, including termination of game and disqualification of distributor status. Returns of PP-Cards during 2006 and 2007 were not material.

China.com

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.



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MVAS

We generate mobile services and applications revenue from a comprehensive suite of mobile data applications, including dating, chatting, fortune telling, entertainment, information-related content and community
services to mobile subscribers in China utilizing SMS, MMS, WAP and IVR services. We rely on mobile network operators in China to bill mobile phone users for our subscription fees. We have revenue sharing arrangements with China Mobile and China
Unicom under which we receive 70% to 85% of the subscription fee collected from a mobile subscriber, with the balance being retained by the mobile operators. In addition to our charges, the mobile operators separately charge their subscribers RMB
0.10 to RMB 1.00 for every SMS, MMS or WAP message sent. These amounts are collected by the mobile operators and are not shared with us.

MVAS revenue is recognized in the month in which the services are performed, provided that all other basic criteria for revenue recognition have been met. The mobile operators provide statements after month-end indicating the amount of fees
that were charged to users for mobile services and applications services that we provided during that month and the portion of fees that are due to us in accordance with our contractual arrangements with the mobile operators. We typically receive
these statements within 30 to 90 days following month-end, and we typically receive payment within 30 to 90 days following receipt of the statement. We also maintain an internal system that records the number of messages sent to and messages
received from mobile users. There are differences between the expected value of delivered messages based on our system records and our portion of the fees confirmed by the mobile operators for the delivered messages. These differences may result
from the users phone being turned off, problems with the mobile operators networks or our billing system or other issues which prevent delivery of our services to users. These are known in the industry as billing and transmission
failures. We do not recognize revenue for services which result in billing and transmission failures. Billing and transmission failures can vary significantly from month to month, province to province and between mobile operators. At the end of each
reporting period, where an operator fails to provide us with a monthly statement confirming the amount of charges billed to their mobile phone users for that month, we use the information generated from our internal system and historical data to
make estimates of the billing and transmission failures and accrue as revenue the estimated amount of collectable mobile services and applications fees. If an actual discrepancy varies significantly from our estimate, it could result in an
overstatement or understatement of revenue and costs of revenue.

We are also required to pay some of our content providers either monthly
fee or a percentage of the revenue received from or confirmed by the mobile operators, with or without a minimum guaranteed payment, with respect to services incorporating the content providers products. In calculating the fees payable to
these providers, we reduce the amount of the fee payable by our estimate of account billing and transmission failures which may have been applicable to the services incorporating these products. If we receive confirmation of billing or transmission
failures which differ from our estimate after we make payments, we do not ask for refunds, make additional payments, or make adjustments with respect to fees payable for future periods. If the assumptions we use in making such estimates prove
inaccurate, we may have paid, and may continue to pay, fees to such providers which are disproportionate to the amount we have been paid for the services.

Recognition of MVAS revenue requires judgment with respect to the estimation of revenue not yet confirmed by the mobile operators at the end of a period, and whether to use the gross versus net method of reporting
revenue. We regularly re-evaluate our EITF 99-19 assessment as the mobile services environment continues to evolve with the transition to new platforms and significant changes in the operating practices of the network operators. The



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composition of revenue and cost of revenue would change if we made a different assessment on the gross versus net basis of reporting. Our estimates also rely
to some extent on our historical experience. We believe we have the ability to make reasonable estimates. However, material differences in the amount and timing of our revenue and cost of revenue could result during any period because of differences
between the actual billing and transmission failure rate per the mobile operators statements and our estimates based on our internal records and historical experience, or if we were to use a different methodology for estimating the billing and
transmission failure rate applicable to unconfirmed revenue. In the future we may also change our estimation methodology based on future experience or if there are changes in the manner in which the mobile operators confirm revenue.

Goodwill and Intangible Assets

Our long-lived
assets include goodwill and other intangible assets. Goodwill represents the excess of cost over the fair value of net intangible assets of businesses acquired. Goodwill and indefinite lived intangible assets are not amortized. All other intangible
assets are amortized over their estimated useful lives.

Goodwill is assigned to reporting units based on the reporting unit classification
of the entity to which the goodwill is attributable. We have determined our reporting units based on an analysis of our operating segments: (a) the nature of products and services; (b) the nature of the production process; (c) the
type and class of customers; (d) the method to distribute products or provide services; and (e) the nature of regulatory environment. In 2007 we reallocated the goodwill from our acquisition of Vis.align from our Software segment to our
Global Services segment. Vis.align was originally acquired in December of 2006 and the goodwill was assigned to the Software segment. However, during the integration process, management determined that Vis.aligns product and service offerings
were more closely aligned with our Global Services segment, therefore all of the goodwill recognized in connection with this acquisition was reallocated from our Software segment to our Global Services segment.

Our intangible assets represent trademarks and trade names, 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 greater of the straight-line method over the estimated
useful life of the respective asset or the undiscounted cash flows method. The estimated useful lives of these intangible assets are as follows:



|                                             |  |               |  | 
|-------------------------------------------- |  | ------------- |  | 
|Trademarks                                   |  | Indefinite    |  | 
|Trade names                                  |  | 3 to 5 years  |  | 
|URLs                                         |  | 20 years      |  | 
|Software applications and programs           |  | 3 to 7 years  |  | 
|Customer base and contracts                  |  | 1 to 10 years |  | 
|Business licenses and partnership agreements |  | 1 to 7 years  |  | 

We test goodwill and intangible assets with an indefinite useful life for impairment on an annual
basis as of December 31. This testing, carried out using the guidance and criteria described in SFAS No. 142, Goodwill and Other Intangible Assets, compares carrying values to fair values at the reporting unit level and, when
appropriate, the carrying value of these assets is reduced to fair value. Factors that could trigger an impairment charge include, but are not limited to, significant changes in our overall business or in the manner or use of the acquired assets,
underperformance against projected future operating results, and significant negative industry or economic trends. Any impairment losses recorded in the future could have a material adverse impact on our financial condition and results of operations
for the periods in which such impairments occur.



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During 2006 and 2007, we performed the required impairment tests on goodwill and intangibles with an
indefinite useful life. Management judgment is required with respect to the identification of reporting units based on our internal reporting structure that reflects the way we manage our business or operations, assigning assets and liabilities to
reporting units, and assigning goodwill to reporting units. Significant judgment is also required to estimate the fair value of reporting units including estimating future cash flows, determining appropriate discount rates, estimating the applicable
tax rates, projecting future industry trends and market conditions, and making other assumptions. The use of different estimates and assumptions could materially affect the determination of fair value for each reporting unit. If we change our
estimates and assumptions in the future based on changes in our overall business or in the manner or use of the acquired assets, underperformance against projected future operating results, or significant negative industry or economic trends, such
changes might result in an impairment charge.

During 2006, the regulatory environment for the MVAS industry in China changed, and we
believe that market conditions will continue to be challenging for the entire MVAS sector in the future. Since the onset of the regulatory changes, we have significantly reduced headcount and the marketing promotion expenses incurred for the MVAS
business. In 2007, we explored various strategies to achieve long term growth. These strategies included: (i) continue to move further upstream into the content provider segment of the business; (ii) continue to launch popular mobile games; and
(iii) develop mobile applications for enterprises and government offices in China.

However, as the regulatory environment for the MVAS
industry continues to be difficult and we see no reasonable instance where our MVAS business may turn profitable in the foreseeable future, in February 2008, we announced that we were in the process of reducing the MVAS workforce and intended to
scale down our emphasis on this business. Later in 2008, we made the determination that we were winding down the operations of the MVAS business and would discontinue this segment.

During 2006, we were not required to record any impairment. During 2007, we determined that all of the goodwill associated with our MVAS segment was
impaired. Therefore, we wrote off all of the $71.1 million of goodwill that was assigned to this segment. See the Results of Operations section where this is discussed further.

We also annually review and adjust the carrying value of amortized intangible assets if facts and circumstances suggest they may be impaired. If this
review indicates that amortized intangible assets may not be recoverable, as determined based on the undiscounted cash flows of the entity acquired over the remaining amortization period, the carrying value of intangible assets will be reduced by
the estimated shortfall in discounted cash flows. Management judgment is required in the assessment of useful lives of amortized intangibles, and our estimates of future cash flows require judgment based on our historical and anticipated results and
are subject to many factors including our assessment of the discount rate used and the amounts and timing of future cash flows. We performed the required impairment reviews during 2006 and 2007 and determined that we were required to record Nil and
$2.4 million of impairment charges related to our MVAS segment, respectively (see the Results of Operations section where this is discussed further). The use of different estimates and assumptions might have resulted in an
impairment charge, or might result in an impairment charge in the future. As of December 31, 2007, $124.7 million of our identifiable intangible assets were subject to amortization.



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Business Combinations

We have made a number of acquisitions and may make strategically important acquisitions in the future. When recording an acquisition, we allocate the purchase price of the acquired company to the tangible and
intangible assets acquired and liabilities assumed based on their estimated fair values. These allocations require us to make significant estimates and assumptions which include future expected cash flows from license sales and customer contracts
and acquired technologies, discount rates, and assumptions regarding the period of time the acquired technology or customer relationships will continue. Such assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may
occur which may affect the accuracy or validity of such assumptions and estimates.

In addition, acquired deferred revenue is recognized at
fair value to the extent it represents a legal obligation assumed by us in accordance with EITF 01-03, Accounting in a Business Combination for Deferred Revenue of an Acquiree. We consider service contracts and post-contract customer
support contracts to be legal obligations of the acquired entity. We estimate the fair value of acquired deferred revenue based on prices paid by willing participants in recent exchange transactions. Management judgment is also required in
determining an appropriate fair value for deferred revenue. If the fair values we determined for deferred revenue acquired in prior years were lower, our revenue for the year would have been lower.

Capitalization of Software Costs

We
capitalize 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 in accordance with SFAS No. 86,
Accounting for the Costs of Software to be Sold, Leased, or Otherwise Marketed. We evaluate realizability of the capitalized amounts based on expected revenue from the product over the remaining product life. Where future revenue streams
are not expected to cover remaining unamortized amounts, we either accelerate amortization or expense the remaining capitalized amounts. Amortization of such costs is computed as the greater of the amount calculated based on (1) the ratio of
current product revenue to projected current and future product revenue or (2) 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, we expense the costs of such development because the impact of capitalizing such costs would not be material.

Management judgment is required with respect to the determination of technological feasibility and the determination of the expected product revenue used to assess realizability of the capitalized amounts. If we were to determine that
technological feasibility occurs at a different stage of the process, we may capitalize more or less software development costs. If our assumptions about realizability were to change, our reported operating expenses could increase in the short-term
by any amounts we write off. As of December 31, 2006 and 2007, capitalized software development costs were $20.9 million and $28.9 million, respectively, and related accumulated amortization totaled $4.5 million and $8.9 million, respectively.



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Investments

Debt and equity investments designated as available-for-sale 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 our consolidated statements of operations. Gains or losses on the sale of investments and amounts reclassified from accumulated other comprehensive income (loss) to the statement of operations are computed based upon
specific identification. Interest on securities classified as available-for-sale securities is included in interest income.

Debt
investments, where we have 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 value of an available-for-sale security is other-than-temporary, we evaluate
evidence to determine whether the realizable value is less than the current market price for the securities. Such information may include the investments financial performance, the near term prospects of the investment, the current and
expected future financial condition of the investments issuer and industry, and our investment intent. Management judgment is required in determining fair value of investments, and in determining whether an impairment is other-than-temporary.
The use of different estimates and assumptions could affect the determination of fair value for each investment, and could result in an impairment charge. For investments not actively traded, we review a variety of information including financial
performance, comparisons to recently traded comparable securities, advice of investment professionals, and financial modeling to determine the fair market value as well as determine in the case of declines in value if the decline is an other than
temporary decline in fair value.

All other equity investments for which we do not have the ability to exercise significant influence
(generally, when we have 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 equity investees or investments, if any, are included in income when declared. We periodically evaluate the carrying value of our investments accounted for under the cost method of accounting and any other than
temporary impairment is included in the consolidated statement of operations. We wrote off $4.5 million of cost investments in 2007.

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 our 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 consolidated statement of operations or in the 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 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.



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Deferred Tax Valuation Allowance

We record a valuation allowance on our 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, we consider 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, 2006 and 2007, we have provided a valuation allowance of $59.0 million and $62.7 million against our net deferred tax assets. For our calendar year ended December 31, 2007, the
valuation allowance increased by $3.7 million, which is the result of the tax effects of our operations as well as our determination of the amount that will be realized. A maximum of $41.7 million of the valuation allowance for which tax benefits
are subsequently recognized will be allocated to reduce the goodwill. The portion of the change in the valuation allowance resulting in a decrease in goodwill principally relates to our recovery of deferred tax assets acquired in business
combinations for which a valuation allowance was recorded at the time of acquisition.

Stock-based Compensation

On January 1, 2006, we adopted SFAS No. 123(R), Share Based Payment (SFAS 123(R)). Prior to January 1, 2006, we
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 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, 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.

We 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 our 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 our valuation techniques previously utilized for options in footnote disclosures under Statement of SFAS 123, as amended by SFAS No. 148, Accounting for Stock Based Compensation  Transition and Disclosure
(SFAS 148). On March 29, 2005, the Securities



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and Exchange Commission (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.

Equity-based compensation expense recognized under SFAS 123(R) in the consolidated statements of operations for the years ended December 31, 2006 and 2007 was $7.7 million and $8.5 million, respectively. The
estimated fair value of the Companys equity-based awards, less expected forfeitures, is amortized over the awards vesting period on a straight-line basis.

Contingencies

We regularly assess the estimated impact and probability of various uncertain
events, or contingencies, and account for such events in accordance with SFAS No. 5, Accounting for Contingencies (SFAS 5). Under SFAS 5, contingent losses must be accrued if available information indicates it is
probable that the loss has been or will be incurred given the likelihood of the uncertain event, and the amount of the loss can be reasonably estimated.

Management judgment is required in deciding the amount and timing of accrual of a contingency. For example, legal proceedings are inherently uncertain, and in order to determine the amount of any reserves required, we
assess the likelihood of any adverse judgments or outcomes in pending and threatened litigation, as well as potential ranges of probable losses. As of December 31, 2007, we had $4.7 million accrued for legal fees and contingencies. A
determination of the amount of loss accrual required for these contingencies is made after analysis of each individual matter. The amount of such accruals may change in the future due to changes in approach or new developments in each case.

Impact of Certain Recently Issued Accounting Standards

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments  an Amendment of FASB Statements No. 133 and 140 (SFAS 155). SFAS 155 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 No. 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS 133); establishes a requirement to evaluate interests 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 No. 140, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities  a Replacement of FASB Statement No. 125 (SFAS 140) to eliminate the prohibition on a qualifying special-purpose entity from holding a 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 us after January 1, 2007. SFAS 155 did not have an effect on our financial position
or results of operations for the year ended December 31, 2007.

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



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value. We are required to adopt SFAS 157 effective January 1, 2008, on a prospective basis. In February, 2008, the FASB issued Financial Statement of
Position No. 157-2, Partial Deferral of the Effective Date of Statement 157 (FSP 157-2). FSP 157-2 delays the effective date of SFAS 157, for all nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008. We believe this standard will not have a material impact on our consolidated financial
statements.

In September 2006, the SEC issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans (SFAS 158). SFAS 158 requires the recognition of a plans overfunded or underfunded status as an asset or liability in the consolidated balance sheet and the recognition of changes in that funded status in
the year in which the changes occur through comprehensive income. We settled our defined benefit plan obligations during 2006; therefore, SFAS 158 did not have an effect on our financial position, cash flows or results of operations for the year
ended December 31, 2006 or 2007.

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. We believe this standard will not have a material
impact on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combinations (SFAS 141R), and SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements (SFAS 160). SFAS 141R requires an acquirer to measure the identifiable assets acquired, the
liabilities assumed and any non-controlling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. This standard also requires the fair value measurement
of certain other assets and liabilities related to the acquisition, such as contingencies and research and development. SFAS 160 clarifies that a non-controlling interest in a subsidiary should be reported as equity in the consolidated financial
statements. Consolidated net income should include the net income for both the parent and the non-controlling interest with disclosure of both amounts on the consolidated statement of income. The calculation of earnings per share will continue to be
based on income amounts attributable to the parent. The effective date for both Statements is the beginning of fiscal year 2009. We have currently not determined the potential effects on our combined and consolidated financial statements.

In April 2007, the FASB issued FSP FIN No. 39-1, which amended FIN No. 39, Offsetting of Amounts Related to Certain Contracts
 an interpretation of APB Opinion No. 10 and FASB Statement No. 105 (FIN No. 39), to indicate that the following fair value amounts could be offset against each other if certain conditions of FIN No. 39 are
otherwise met: (a) those recognized for derivative instruments executed with the same counterparty under a master netting arrangement and (b) those recognized for the right to reclaim cash collateral (a receivable) or the obligation to
return cash collateral (a payable) arising from the same master netting arrangement as the derivative instruments. In addition, a reporting entity is not precluded from offsetting the derivative instruments if it determines that the amount
recognized upon payment or receipt of cash collateral is not a fair value amount. FSP FIN No. 39-1 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the effects of this statement on our
consolidated financial position and results of operations for 2008.



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In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51 (SFAS 160). This statement applies to the accounting for non-controlling interests (previously referred to as minority interest) in a subsidiary and for the
deconsolidation of a subsidiary. SFAS 160 requires non-controlling interests to be reported as a component of equity, which changes the accounting for transactions with non-controlling interest holders. The effective date for SFAS 160 is the
beginning of fiscal year 2009. We have currently not determined the potential effects on our consolidated financial statements.

In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161). This statement is intended to improve financial reporting about derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better understand their effects on an entitys financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years
and interim periods beginning after November 15, 2008. Management is currently evaluating the impact of adopting SFAS 161 on our consolidated financial statements.

In April 2008, the FASB issued FASB Staff Position No. 142-3, Determining the Useful Life of Intangible Assets (FSP 142-3). FSP 142-3 amends the factors to be considered in determining the
useful life of intangible assets. Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure its fair value. FSP 142-3 is effective for fiscal years beginning after
December 15, 2008. We are currently evaluating the effect the implementation will have on our consolidated financial statements.



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Results of Operations

The following table summarizes our historical results of operations in U.S. dollars and as percentages of total revenue for the years ended December 31, 2005, 2006 and 2007:



|                                                          |  |                                        |          |   |      |     |   |      |   |          |   |  |     |   |  |   |          |   |  |     |  
|--------------------------------------------------------- |  | -------------------------------------- | -------- | - | ---- | --- | - | ---- | - | -------- | - |  | --- | - |  | - | -------- | - |  | --- | -
|                                                          |  | Year ended December 31,                |         
|                                                          |  | 2005                                   |          |   | 2006 |     |   | 2007 |  
|                                                          |  | (in thousands, except percentage data) |         
|Revenue:                                                  |  |                                        |          |   |      |     |   |      |   |          |   |  |     |   |  |   |          |   |  |     |  
|Software Group                                            |  | $                                      | 158,804  |   |      | 65  | % |      | $ | 174,337  |   |  | 56  | % |  | $ | 238,260  |   |  | 59  | %
|Global Services Group                                     |  |                                        | 42,686   |   |      | 17  | % |      |   | 66,484   |   |  | 21  | % |  |   | 110,777  |   |  | 28  | %
|Games                                                     |  |                                        |         |   |      | 0   | % |      |   | 26,780   |   |  | 9   | % |  |   | 33,596   |   |  | 8   | %
|China.com                                                 |  |                                        | 8,995    |   |      | 4   | % |      |   | 10,064   |   |  | 3   | % |  |   | 11,409   |   |  | 3   | %
|MVAS                                                      |  |                                        | 34,389   |   |      | 14  | % |      |   | 31,863   |   |  | 10  | % |  |   | 8,342    |   |  | 2   | %
|                                                          |  |                                        |          |   |      |     |   |      |   |          |   |  |     |   |  |   |          |   |  |     |  
|Total revenue                                             |  |                                        | 244,874  |   |      | 100 | % |      |   | 309,528  |   |  | 100 | % |  |   | 402,384  |   |  | 100 | %
|Cost of revenue:                                          |  |                                        |          |   |      |     |   |      |   |          |   |  |     |   |  |   |          |   |  |     |  
|Software Group                                            |  |                                        | (68,070  | ) |      | 28  | % |      |   | (73,789  | ) |  | 24  | % |  |   | (98,826  | ) |  | 25  | %
|Global Services Group                                     |  |                                        | (27,168  | ) |      | 11  | % |      |   | (45,943  | ) |  | 15  | % |  |   | (84,135  | ) |  | 21  | %
|Games                                                     |  |                                        |         |   |      | 0   | % |      |   | (10,631  | ) |  | 3   | % |  |   | (20,108  | ) |  | 5   | %
|China.com                                                 |  |                                        | (3,449   | ) |      | 1   | % |      |   | (4,095   | ) |  | 1   | % |  |   | (4,283   | ) |  | 1   | %
|MVAS                                                      |  |                                        | (15,262  | ) |      | 6   | % |      |   | (13,004  | ) |  | 4   | % |  |   | (4,757   | ) |  | 1   | %
|                                                          |  |                                        |          |   |      |     |   |      |   |          |   |  |     |   |  |   |          |   |  |     |  
|Total cost of revenue                                     |  |                                        | (113,949 | ) |      | 47  | % |      |   | (147,462 | ) |  | 48  | % |  |   | (212,109 | ) |  | 53  | %
|                                                          |  |                                        |          |   |      |    
|Gross margin                                              |  |                                        | 130,925  |   |      | 53  | % |      |   | 162,066  |   |  | 52  | % |  |   | 190,275  |   |  | 47  | %
|                                                          |  |                                        |          |   |      |    
|Operating expenses:                                       |  |                                        |          |   |      |     |   |      |   |          |   |  |     |   |  |   |          |   |  |     |  
|Sales and marketing expenses                              |  |                                        | (47,611  | ) |      | 19  | % |      |   | (59,313  | ) |  | 19  | % |  |   | (76,513  | ) |  | 19  | %
|Research and development expenses                         |  |                                        | (22,788  | ) |      | 9   | % |      |   | (19,981  | ) |  | 6   | % |  |   | (23,836  | ) |  | 6   | %
|General and administrative expenses                       |  |                                        | (56,608  | ) |      | 23  | % |      |   | (65,948  | ) |  | 21  | % |  |   | (95,733  | ) |  | 24  | %
|Amortization expenses                                     |  |                                        | (6,084   | ) |      | 2   | % |      |   | (8,315   | ) |  | 3   | % |  |   | (12,657  | ) |  | 3   | %
|Restructuring and other charges                           |  |                                        | (1,667   | ) |      | 1   | % |      |   | (4,874   | ) |  | 2   | % |  |   | (9,056   | ) |  | 2   | %
|Goodwill impairment                                       |  |                                        |         |   |      | 0   | % |      |   |         |   |  | 0   | % |  |   | (71,096  | ) |  | 18  | %
|                                                          |  |                                        |          |   |      |     |   |      |   |          |   |  |     |   |  |   |          |   |  |     |  
|Total operating expenses                                  |  |                                        | (134,758 | ) |      | 55  | % |      |   | (158,431 | ) |  | 51  | % |  |   | (288,891 | ) |  | 72  | %
|                                                          |  |                                        |          |   |      |     |   |      |   |          |   |  |     |   |  |   |          |   |  |     |  
|Operating income (loss)                                   |  |                                        | (3,833   | ) |      | 2   | % |      |   | 3,635    |   |  | 1   | % |  |   | (98,616  | ) |  | 25  | %
|                                                          |  |                                        |          |   |      |    
|Other income (expense), net                               |  |                                        | 6,735    |   |      | 3   | % |      |   | 12,579   |   |  | 4   | % |  |   | (14,118  | ) |  | 4   | %
|                                                          |  |                                        |          |   |      |     |   |      |   |          |   |  |     |   |  |   |          |   |  |     |  
|Income (loss) before taxes                                |  |                                        | 2,902    |   |      | 1   | % |      |   | 16,214   |   |  | 5   | % |  |   | (112,734 | ) |  | 28  | %
|                                                          |  |                                        |          |   |      |    
|Income tax expense                                        |  |                                        | (4,957   | ) |      | 2   | % |      |   | (3,062   | ) |  | 1   | % |  |   | (10,850  | ) |  | 3   | %
|                                                          |  |                                        |          |   |      |     |   |      |   |          |   |  |     |   |  |   |          |   |  |     |  
|Income (loss) before minority interests                   |  |                                        | (2,055   | ) |      | 1   | % |      |   | 13,152   |   |  | 4   | % |  |   | (123,584 | ) |  | 31  | %
|                                                          |  |                                        |          |   |      |    
|Minority interests in income of consolidated subsidiaries |  |                                        | (1,409   | ) |      | 1   | % |      |   | (2,312   | ) |  | 1   | % |  |   | 18,551   |   |  | 5   | %
|                                                          |  |                                        |          |   |      |     |   |      |   |          |   |  |     |   |  |   |          |   |  |     |  
|Income (loss) from continuing operations                  |  | $                                      | (3,464   | ) |      | 1   | % |      | $ | 10,840   |   |  | 4   | % |  | $ | (105,033 | ) |  | 26  | %
|                                                          |  |                                        |          |   |      |     |   |      |   |          |   |  |     |   |  |   |          |   |  |     |  
|Discontinued operations                                   |  |                                        |          |   |      |     |   |      |   |          |   |  |     |   |  |   |          |   |  |     |  
|Loss from operations of discontinued subsidiaries, net    |  |                                        | (47      | ) |      | 0   | % |      |   |         |   |  | 0   | % |  |   |         |   |  | 0   | %
|Loss on disposal/dissolution of discontinued              |  |                                        | (3       | ) |      | 0   | % |      |   |         |   |  | 0   | % |  |   |         |   |  | 0   | %
|                                                          |  |                                        |          |   |      |     |   |      |   |          |   |  |     |   |  |   |          |   |  |     |  
|Net income (loss)                                         |  | $                                      | (3,514   | ) |      | 1   | % |      | $ | 10,840   |   |  | 4   | % |  | $ | (105,033 | ) |  | 26  | %
|                                                          |  |                                        |          |   |      |     |   |      |   |          |   |  |     |   |  |   |          |   |  |     |  



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##### Index to Financial Statements

Results of Operations of Our Operating Segments for the Year Ended December 31, 2007, as Compared to the Year
Ended December 31, 2006:



|                                                          |  |                              |         |                     |   |         |       |  |   |           |   |  |      |        |   |           |   |         |       |  |   |         |   |  |   |          |  
|--------------------------------------------------------- |  | ---------------------------- | ------- | ------------------- | - | ------- | ----- |  | - | --------- | - |  | ---- | ------ | - | --------- | - | ------- | ----- |  | - | ------- | - |  | - | -------- | -
|                                                          |  | Year ended December 31, 2007 |        
|                                                          |  | SoftwareGroup                |         | GlobalServicesGroup |   |         | Games |  |   | China.com |   |  | MVAS |        |   | Corporate |   |         | Total | 
|                                                          |  | (in thousands)               |        
|License                                                   |  | $                            | 62,044  |                     | $ | 3,235   |       |  | $ |          |   |  | $    |       |   |           | $ |        |       |  | $ |        |   |  | $ | 65,279   |  
|Maintenance                                               |  |                              | 86,585  |                     |   |        |       |  |   |          |   |  |      |       |   |           |   |        |       |  |   |        |   |  |   | 86,585   |  
|Consulting services                                       |  |                              | 86,862  |                     |   | 103,723 |       |  |   |          |   |  |      |       |   |           |   |        |       |  |   |        |   |  |   | 190,585  |  
|Hardware                                                  |  |                              | 2,769   |                     |   | 3,819   |       |  |   |          |   |  |      |       |   |           |   |        |       |  |   |        |   |  |   | 6,588    |  
|CDC Games                                                 |  |                              |        |                     |   |        |       |  |   | 33,596    |   |  |      |       |   |           |   |        |       |  |   |        |   |  |   | 33,596   |  
|China.com                                                 |  |                              |        |                     |   |        |       |  |   |          |   |  |      | 11,409 |   |           |   |        |       |  |   |        |   |  |   | 11,409   |  
|MVAS                                                      |  |                              |        |                     |   |        |       |  |   |          |   |  |      |       |   |           |   | 8,342   |       |  |   |        |   |  |   | 8,342    |  
|                                                          |  |                              |         |                     |   |         |       |  |   |           |   |  |      |        |   |           |   |         |       |  |   |         |   |  |   |          |  
|Total revenue                                             |  |                              | 238,260 |                     |   | 110,777 |       |  |   | 33,596    |   |  |      | 11,409 |   |           |   | 8,342   |       |  |   |        |   |  |   | 402,384  |  
|License                                                   |  |                              | 18,531  |                     |   | 3,143   |       |  |   |          |   |  |      |       |   |           |   |        |       |  |   |        |   |  |   | 21,674   |  
|Maintenance                                               |  |                              | 11,623  |                     |   |        |       |  |   |          |   |  |      |       |   |           |   |        |       |  |   |        |   |  |   | 11,623   |  
|Consulting services                                       |  |                              | 66,994  |                     |   | 77,389  |       |  |   |          |   |  |      |       |   |           |   |        |       |  |   |        |   |  |   | 144,383  |  
|Hardware                                                  |  |                              | 1,678   |                     |   | 3,603   |       |  |   |          |   |  |      |       |   |           |   |        |       |  |   |        |   |  |   | 5,281    |  
|CDC Games                                                 |  |                              |        |                     |   |        |       |  |   | 20,108    |   |  |      |       |   |           |   |        |       |  |   |        |   |  |   | 20,108   |  
|China.com                                                 |  |                              |        |                     |   |        |       |  |   |          |   |  |      | 4,283  |   |           |   |        |       |  |   |        |   |  |   | 4,283    |  
|MVAS                                                      |  |                              |        |                     |   |        |       |  |   |          |   |  |      |       |   |           |   | 4,757   |       |  |   |        |   |  |   | 4,757    |  
|                                                          |  |                              |         |                     |   |         |       |  |   |           |   |  |      |        |   |           |   |         |       |  |   |         |   |  |   |          |  
|Total cost of revenue                                     |  |                              | 98,826  |                     |   | 84,135  |       |  |   | 20,108    |   |  |      | 4,283  |   |           |   | 4,757   |       |  |   |        |   |  |   | 212,109  |  
|                                                          |  |                              |         |                     |   |         |       |  |   |           |   |  |      |        |   |           |   |         |       |  |   |         |   |  |   |          |  
|Gross profit                                              |  |                              | 139,434 |                     |   | 26,642  |       |  |   | 13,488    |   |  |      | 7,126  |   |           |   | 3,585   |       |  |   |        |   |  |   | 190,275  |  
|Sales and marketing expenses                              |  |                              | 60,379  |                     |   | 4,390   |       |  |   | 6,893     |   |  |      | 2,244  |   |           |   | 2,359   |       |  |   | 248     |   |  |   | 76,513   |  
|Research and development expenses                         |  |                              | 22,579  |                     |   | 164     |       |  |   |          |   |  |      |       |   |           |   | 1,093   |       |  |   |        |   |  |   | 23,836   |  
|General and administrative expenses                       |  |                              | 33,070  |                     |   | 19,403  |       |  |   | 11,626    |   |  |      | 10,488 |   |           |   | 4,135   |       |  |   | 17,011  |   |  |   | 95,733   |  
|Amortization expenses                                     |  |                              | 5,820   |                     |   | 3,267   |       |  |   | 902       |   |  |      | 131    |   |           |   | 1,567   |       |  |   | 970     |   |  |   | 12,657   |  
|Restructuring and other charges                           |  |                              | 1,909   |                     |   | (6,429  | )     |  |   | 8,622     |   |  |      |       |   |           |   | 2,399   |       |  |   | 2,555   |   |  |   | 9,056    |  
|Goodwill impairment                                       |  |                              |        |                     |   |        |       |  |   |          |   |  |      |       |   |           |   | 71,096  |       |  |   |        |   |  |   | 71,096   |  
|                                                          |  |                              |         |                     |   |         |       |  |   |           |   |  |      |        |   |           |   |         |       |  |   |         |   |  |   |          |  
|Total operating expenses                                  |  |                              | 123,757 |                     |   | 20,795  |       |  |   | 28,043    |   |  |      | 12,863 |   |           |   | 82,649  |       |  |   | 20,784  |   |  |   | 288,891  |  
|                                                          |  |                              |         |                     |   |         |       |  |   |           |   |  |      |        |   |           |   |         |       |  |   |         |   |  |   |          |  
|Operating income (loss)                                   |  | $                            | 15,677  |                     | $ | 5,847   |       |  | $ | (14,555   | ) |  | $    | (5,737 | ) |           | $ | (79,064 | )     |  | $ | (20,784 | ) |  | $ | (98,616  | )
|                                                          |  |                              |         |                     |   |         |       |  |   |           |   |  |      |        |   |           |   |         |       |  |   |         |   |  |   |          |  
|Other expense, net                                        |  |                              |         |                     |   |         |       |  |   |           |   |  |      |        |   |           |   |         |       |  |   |         |   |  |   | (14,118  | )
|                                                          |  |                              |         |                     |   |         |       |  |   |           |   |  |      |        |   |           |   |         |       |  |   |         |   |  |   |          |  
|Loss before income taxes                                  |  |                              |         |                     |   |         |       |  |   |           |   |  |      |        |   |           |   |         |       |  |   |         |   |  |   | (112,734 | )
|Income tax expense                                        |  |                              |         |                     |   |         |       |  |   |           |   |  |      |        |   |           |   |         |       |  |   |         |   |  |   | (10,850  | )
|                                                          |  |                              |         |                     |   |         |       |  |   |           |   |  |      |        |   |           |   |         |       |  |   |         |   |  |   |          |  
|Loss before minority interests                            |  |                              |         |                     |   |         |       |  |   |           |   |  |      |        |   |           |   |         |       |  |   |         |   |  |   | (123,584 | )
|Minority interests in losses of consolidated subsidiaries |  |                              |         |                     |   |         |       |  |   |           |   |  |      |        |   |           |   |         |       |  |   |         |   |  |   | 18,551   |  
|                                                          |  |                              |         |                     |   |         |       |  |   |           |   |  |      |        |   |           |   |         |       |  |   |         |   |  |   |          |  
|Net loss from continuing operations                       |  |                              |         |                     |   |         |       |  |   |           |   |  |      |        |   |           |   |         |       |  |   |         |   |  | $ | (105,033 | )
|                                                          |  |                              |         |                     |   |         |       |  |   |           |   |  |      |        |   |           |   |         |       |  |   |         |   |  |   |          |  



|                                                          |  |                              |         |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|--------------------------------------------------------- |  | ---------------------------- | ------- | ------------------- | - | ------ |  | --------- | ------ |  | ---- | ------ | --------- |  | - | ------ |  | - | ------ | - |  | - | ------- | -
|                                                          |  | Year ended December 31, 2006 |        
|                                                          |  | SoftwareGroup                |         | GlobalServicesGroup |   | Games  |  | China.com |        |  | MVAS |        | Corporate |  |   | Total  | 
|                                                          |  | (in thousands)               |        
|License                                                   |  | $                            | 46,260  |                     | $ |       |  | $         |       |  | $    |       |           |  | $ |       |  | $ |       |   |  | $ | 46,260  |  
|Maintenance                                               |  |                              | 63,252  |                     |   |       |  |           |       |  |      |       |           |  |   |       |  |   |       |   |  |   | 63,252  |  
|Consulting services                                       |  |                              | 64,825  |                     |   | 66,484 |  |           |       |  |      |       |           |  |   |       |  |   |       |   |  |   | 131,309 |  
|CDC Games                                                 |  |                              |        |                     |   |       |  |           | 26,780 |  |      |       |           |  |   |       |  |   |       |   |  |   | 26,780  |  
|China.com                                                 |  |                              |        |                     |   |       |  |           |       |  |      | 10,064 |           |  |   |       |  |   |       |   |  |   | 10,064  |  
|MVAS                                                      |  |                              |        |                     |   |       |  |           |       |  |      |       |           |  |   | 31,863 |  |   |       |   |  |   | 31,863  |  
|                                                          |  |                              |         |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Total revenue                                             |  |                              | 174,337 |                     |   | 66,484 |  |           | 26,780 |  |      | 10,064 |           |  |   | 31,863 |  |   |       |   |  |   | 309,528 |  
|License                                                   |  |                              | 13,417  |                     |   |       |  |           |       |  |      |       |           |  |   |       |  |   |       |   |  |   | 13,417  |  
|Maintenance                                               |  |                              | 9,161   |                     |   |       |  |           |       |  |      |       |           |  |   |       |  |   |       |   |  |   | 9,161   |  
|Consulting services                                       |  |                              | 51,211  |                     |   | 45,943 |  |           |       |  |      |       |           |  |   |       |  |   |       |   |  |   | 97,154  |  
|CDC Games                                                 |  |                              |        |                     |   |       |  |           | 10,631 |  |      |       |           |  |   |       |  |   |       |   |  |   | 10,631  |  
|China.com                                                 |  |                              |        |                     |   |       |  |           |       |  |      | 4,095  |           |  |   |       |  |   |       |   |  |   | 4,095   |  
|MVAS                                                      |  |                              |        |                     |   |       |  |           |       |  |      |       |           |  |   | 13,004 |  |   |       |   |  |   | 13,004  |  
|                                                          |  |                              |         |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Total cost of revenue                                     |  |                              | 73,789  |                     |   | 45,943 |  |           | 10,631 |  |      | 4,095  |           |  |   | 13,004 |  |   |       |   |  |   | 147,462 |  
|                                                          |  |                              |         |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Gross profit                                              |  |                              | 100,548 |                     |   | 20,541 |  |           | 16,149 |  |      | 5,969  |           |  |   | 18,859 |  |   |       |   |  |   | 162,066 |  
|Sales and marketing expenses                              |  |                              | 42,565  |                     |   | 1,195  |  |           | 2,567  |  |      | 2,149  |           |  |   | 10,837 |  |   |       |   |  |   | 59,313  |  
|Research and development expenses                         |  |                              | 19,842  |                     |   |       |  |           |       |  |      |       |           |  |   | 139    |  |   |       |   |  |   | 19,981  |  
|General and administrative expenses                       |  |                              | 22,927  |                     |   | 14,418 |  |           | 3,369  |  |      | 11,930 |           |  |   | 5,269  |  |   | 8,035  |   |  |   | 65,948  |  
|Amortization expenses                                     |  |                              | 4,392   |                     |   | 1,050  |  |           | 673    |  |      |       |           |  |   | 1,257  |  |   | 943    |   |  |   | 8,315   |  
|Restructuring and other charges                           |  |                              | 4,426   |                     |   | 448    |  |           |       |  |      |       |           |  |   |       |  |   |       |   |  |   | 4,874   |  
|                                                          |  |                              |         |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Total operating expenses                                  |  |                              | 94,152  |                     |   | 17,111 |  |           | 6,609  |  |      | 14,079 |           |  |   | 17,502 |  |   | 8,978  |   |  |   | 158,431 |  
|                                                          |  |                              |         |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Operating income (loss)                                   |  | $                            | 6,396   |                     | $ | 3,430  |  | $         | 9,540  |  | $    | (8,110 | )         |  | $ | 1,357  |  | $ | (8,978 | ) |  |   | 3,635   |  
|                                                          |  |                              |         |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Other income, net                                         |  |                              |         |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   | 12,579  |  
|                                                          |  |                              |         |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Income before income taxes                                |  |                              |         |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   | 16,214  |  
|Income tax expense                                        |  |                              |         |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   | (3,062  | )
|                                                          |  |                              |         |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Income before minority interests                          |  |                              |         |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   | 13,152  |  
|Minority interests in income of consolidated subsidiaries |  |                              |         |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   | (2,312  | )
|                                                          |  |                              |         |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Net income from continuing operations                     |  |                              |         |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  | $ | 10,840  |  
|                                                          |  |                              |         |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  



114



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##### Table of Contents

##### Index to Financial Statements

Revenue

Software Group



|                       |  |                         |         |        |   |         |  |   |        |  |     |  
|---------------------- |  | ----------------------- | ------- | ------ | - | ------- |  | - | ------ |  | --- | -
|                       |  | Year ended December 31, |         | Change |  
|                       |  | 2006                    |         | 2007   |   | Amount  |  | % |       
|                       |  | (in thousands)          |        
|License                |  | $                       | 46,260  |        | $ | 62,044  |  | $ | 15,784 |  | 34  | %
|Maintenance            |  |                         | 63,252  |        |   | 86,585  |  |   | 23,333 |  | 37  | %
|Consulting services    |  |                         | 64,825  |        |   | 86,862  |  |   | 22,037 |  | 34  | %
|Hardware               |  |                         |        |        |   | 2,769   |  |   | 2,769  |  | N/A |  
|                       |  |                         |         |        |   |         |  |   |        |  |     |  
|Total Software revenue |  | $                       | 174,337 |        | $ | 238,260 |  | $ | 63,923 |  | 37  | %
|                       |  |                         |         |        |   |         |  |   |        |  |     |  



| |  |  | License revenue increased primarily due to the acquisitions of Respond, Catalyst and Saratoga, which collectively contributed $9.5 million of the aggregate increase
in revenue. Also, growth in new license sales of our legacy products increased revenue by $6.3 million. New software sales were strong in global vertical industries, including financial services and discrete and process manufacturing.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Maintenance revenue increased primarily due to the acquisitions of Respond, Catalyst and Saratoga, which collectively contributed $15.4 million of the aggregate
increase in revenue. The remaining $7.9 million increase was due to higher license sales and stronger customer retention, which accounted for $5.0 million, and $2.9 million from MVI and c360, which were acquired in 2006, now providing a full year of
revenue.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Consulting services revenue increased due to installation and professional services associated with a larger customer base, which contributed $15.7 million in
additional revenue, and acquisitions in our Software Group, which contributed $6.3 million.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During 2007, we began selling hardware, primarily through the Catalyst acquisition, which generated revenue for the year ended December 31, 2007.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------

Global Services Group



|                              |  |                         |        |        |   |         |  |   |        |  |     |  
|----------------------------- |  | ----------------------- | ------ | ------ | - | ------- |  | - | ------ |  | --- | -
|                              |  | Year ended December 31, |        | Change |  
|                              |  | 2006                    |        | 2007   |   | Amount  |  | % |       
|                              |  | (in thousands)          |       
|License                       |  | $                       |       |        | $ | 3,235   |  | $ | 3,235  |  | N/A |  
|Consulting services           |  |                         | 66,484 |        |   | 103,723 |  |   | 37,239 |  | 56  | %
|Hardware                      |  |                         |       |        |   | 3,819   |  |   | 3,819  |  | N/A |  
|                              |  |                         |        |        |   |         |  |   |        |  |     |  
|Total Global Services revenue |  | $                       | 66,484 |        | $ | 110,777 |  | $ | 44,293 |  | 67  | %
|                              |  |                         |        |        |   |         |  |   |        |  |     |  



| |  |  | During 2007, we began selling licenses, which generated revenue for the year ended December 31, 2007. This license revenue related to third-party software
products which are sold in conjunction with our consulting services.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Consulting services revenue increased primarily due to the acquisitions of Catalyst, Vectra, Snapdragon and Vis.align, which collectively contributed approximately
$22.6 million of the aggregate increase in revenue. The remaining increase was the result of growth in services provided to new and existing customers primarily from the companies we purchased in 2006.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



115



---

##### Table of Contents

##### Index to Financial Statements

| |  |  | During 2007, we began selling hardware, which generated revenue for the year ended December 31, 2007.
| | - |  | -----------------------------------------------------------------------------------------------------

CDC Games Group



|                  |  |                         |        |        |   |        |  |   |       |  |    |  
|----------------- |  | ----------------------- | ------ | ------ | - | ------ |  | - | ----- |  | -- | -
|                  |  | Year ended December 31, |        | Change |  
|                  |  | 2006                    |        | 2007   |   | Amount |  | % |      
|                  |  | (in thousands)          |       
|CDC Games revenue |  | $                       | 26,780 |        | $ | 33,596 |  | $ | 6,816 |  | 25 | %



| |  |  | CDC Games revenue increased primarily due to the acquisition of Guangzhou Optic Communications Co., Ltd (Optic), which contributed approximately $6.0
million of the aggregate increase in revenue. The remaining increase was the result of growth in services provided to new and existing customers. Additionally, an ongoing dispute with Mgame, the developer of Yulgang, caused reduced player activity
in the second half of 2007, having a negative impact on our revenue. We resolved the issue with Mgame in the first quarter of 2008, and we expect to have increased revenue for Yulgang in 2008.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

China.com Group



|                  |  |                         |        |        |   |        |  |   |       |  |    |  
|----------------- |  | ----------------------- | ------ | ------ | - | ------ |  | - | ----- |  | -- | -
|                  |  | Year ended December 31, |        | Change |  
|                  |  | 2006                    |        | 2007   |   | Amount |  | % |      
|                  |  | (in thousands)          |       
|China.com revenue |  | $                       | 10,064 |        | $ | 11,409 |  | $ | 1,345 |  | 13 | %



| |  |  | China.com revenue increased primarily due to growth in online advertising sales from its portal business. This advertising sales growth was due to enhanced brand
equity, strategic partnerships with an increasing number of industry leaders, and encouraging sales growth over the automobile and gaming channels.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

MVAS Group



|             |  |                         |        |        |   |        |  |   |         |   |  |     |  
|------------ |  | ----------------------- | ------ | ------ | - | ------ |  | - | ------- | - |  | --- | -
|             |  | Year ended December 31, |        | Change |  
|             |  | 2006                    |        | 2007   |   | Amount |  |   | %       |  
|             |  | (in thousands)          |       
|MVAS revenue |  | $                       | 31,863 |        | $ | 8,342  |  | $ | (23,521 | ) |  | -74 | %



| |  |  | MVAS revenue decreased primarily due to the continued effect of changes in the regulatory environment for the MVAS industry in China in 2006, and we believe that
market conditions will continue to be challenging for the entire MVAS sector in the future. Since the onset of the regulatory changes, we have significantly reduced headcount and the marketing promotion expenses incurred for the MVAS business. In
2007, we explored various strategies to achieve long term growth. These strategies included: (i) continue to move further upstream into the content provider segment of the business; (ii) continue to launch popular mobile games; and (iii) develop
mobile applications for enterprises and government offices in China.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



116



---

##### Table of Contents

##### Index to Financial Statements

Gross Margin

Software Group



|                      |  |                         |         |             |      |   |        |        |             |  |    |        |  |   |        |  |     |  
|--------------------- |  | ----------------------- | ------- | ----------- | ---- | - | ------ | ------ | ----------- |  | -- | ------ |  | - | ------ |  | --- | -
|                      |  | Year ended December 31, |         |             |      |   |        |       
|                      |  | 2006                    |         |             | 2007 |   |        | Change |            
|                      |  | Amount                  |         | % ofRevenue |      |   | Amount |        | % ofRevenue |  |    | Amount |  | % |       
|                      |  | (in thousands)          |        
|License               |  | $                       | 32,843  |             | 71   | % |        | $      | 43,513      |  | 70 | %      |  | $ | 10,670 |  | 32  | %
|Maintenance           |  |                         | 54,091  |             | 86   | % |        |        | 74,962      |  | 87 | %      |  |   | 20,871 |  | 39  | %
|Consulting services   |  |                         | 13,614  |             | 21   | % |        |        | 19,868      |  | 23 | %      |  |   | 6,254  |  | 46  | %
|Hardware              |  |                         |        |             |     |   |        |        | 1,091       |  | 39 | %      |  |   | 1,091  |  | N/A |  
|                      |  |                         |         |             |      |   |        |        |             |  |    |        |  |   |        |  |     |  
|Software gross margin |  | $                       | 100,548 |             | 58   | % |        | $      | 139,434     |  | 59 | %      |  | $ | 38,886 |  | 39  | %
|                      |  |                         |         |             |      |   |        |        |             |  |    |        |  |   |        |  |     |  



| |  |  | Overall, gross margin as a percentage of revenue (gross margin percentage) for the Software Group was relatively consistent year over year.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The increase in consulting services gross margin percentage was primarily due to better utilization rates in North America and better than average gross margin
percentage at the acquired companies during 2007. Furthermore, the consulting services gross margin percentage in the fourth quarter of 2006 was negatively impacted by a reversal of $0.5 million in revenues related to a customer dispute for services
rendered in 2006.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During 2007, we began selling hardware, primarily through the Catalyst acquisition, which generated gross margin for the year ended December 31, 2007.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

Global Services Group



|                             |  |                         |        |             |      |   |        |        |             |  |    |        |  |   |       |  |     |  
|---------------------------- |  | ----------------------- | ------ | ----------- | ---- | - | ------ | ------ | ----------- |  | -- | ------ |  | - | ----- |  | --- | -
|                             |  | Year ended December 31, |        |             |      |   |        |       
|                             |  | 2006                    |        |             | 2007 |   |        | Change |            
|                             |  | Amount                  |        | % ofRevenue |      |   | Amount |        | % ofRevenue |  |    | Amount |  | % |      
|                             |  | (in thousands)          |       
|License                      |  | $                       |       |             |     |   |        | $      | 92          |  | 3  | %      |  | $ | 92    |  | N/A |  
|Consulting services          |  |                         | 20,541 |             | 31   | % |        |        | 26,334      |  | 25 | %      |  |   | 5,793 |  | 28  | %
|Hardware                     |  |                         |       |             |     |   |        |        | 216         |  | 6  | %      |  |   | 216   |  | N/A |  
|                             |  |                         |        |             |      |   |        |        |             |  |    |        |  |   |       |  |     |  
|Global Services gross margin |  | $                       | 20,541 |             | 31   | % |        | $      | 26,642      |  | 24 | %      |  | $ | 6,101 |  | 30  | %
|                             |  |                         |        |             |      |   |        |        |             |  |    |        |  |   |       |  |     |  



| |  |  | The decrease in consulting services gross margin percentage was primarily due to the change in our Global Services business mix due to 2007 acquisitions and
divestitures. We acquired Catalyst, which has a relatively low consulting services margin, and we divested Ion Global which had a relatively high consulting services margin due to the nature of its business. Further, additional weakness in the
margin was due to the loss of a large customer for our Australia services group. This customer reduction weakened our gross margin due to lower service utilization.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



117



---

##### Table of Contents

##### Index to Financial Statements

| |  |  | During 2007, we began selling hardware, which generated gross margin for the year ended December 31, 2007.
| | - |  | ----------------------------------------------------------------------------------------------------------

CDC Games Group



|                       |  |                         |        |             |      |   |        |        |             |  |    |        |  |   |        |   |  |     |  
|---------------------- |  | ----------------------- | ------ | ----------- | ---- | - | ------ | ------ | ----------- |  | -- | ------ |  | - | ------ | - |  | --- | -
|                       |  | Year ended December 31, |        |             |      |   |        |        |            
|                       |  | 2006                    |        |             | 2007 |   |        | Change |            
|                       |  | Amount                  |        | % ofRevenue |      |   | Amount |        | % ofRevenue |  |    | Amount |  |   | %      |  
|                       |  | (in thousands)          |       
|CDC Games gross margin |  | $                       | 16,149 |             | 60   | % |        | $      | 13,488      |  | 40 | %      |  | $ | (2,661 | ) |  | -16 | %



| |  |  | CDC Games gross margin decreased primarily due to the acquisition of Optic, which has lower gross margins than our other gaming services. The lower gross margin is
primarily related to the license fee amortization expense resulting from the Optic acquisition. In addition, many of the games acquired in the Optic acquisition are in the start-up phase, which have lower revenue in the early stages of the game life
cycle.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

China.com Group



|                       |  |                         |       |             |      |   |        |        |             |  |    |        |  |   |       |  |    |  
|---------------------- |  | ----------------------- | ----- | ----------- | ---- | - | ------ | ------ | ----------- |  | -- | ------ |  | - | ----- |  | -- | -
|                       |  | Year ended December 31, |       |             |      |   |        |       
|                       |  | 2006                    |       |             | 2007 |   |        | Change |            
|                       |  | Amount                  |       | % ofRevenue |      |   | Amount |        | % ofRevenue |  |    | Amount |  | % |      
|                       |  | (in thousands)          |      
|China.com gross margin |  | $                       | 5,969 |             | 59   | % |        | $      | 7,126       |  | 62 | %      |  | $ | 1,157 |  | 19 | %



| |  |  | China.coms gross margin percentage increased due to higher revenue from our portal services, which have higher gross margins than our other mobile services.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

MVAS Group



|                  |  |                         |        |             |      |   |        |        |             |  |    |        |  |   |         |   |  |     |  
|----------------- |  | ----------------------- | ------ | ----------- | ---- | - | ------ | ------ | ----------- |  | -- | ------ |  | - | ------- | - |  | --- | -
|                  |  | Year ended December 31, |        |             |      |   |        |        |            
|                  |  | 2006                    |        |             | 2007 |   |        | Change |            
|                  |  | Amount                  |        | % ofRevenue |      |   | Amount |        | % ofRevenue |  |    | Amount |  |   | %       |  
|                  |  | (in thousands)          |       
|MVAS gross margin |  | $                       | 18,859 |             | 59   | % |        | $      | 3,585       |  | 43 | %      |  | $ | (15,274 | ) |  | -81 | %



| |  |  | MVAS gross margin percentage decreased due to the challenging regulatory environment which resulted from the policy changes implemented by Chinas Ministry of
Information Industry in 2006 that led to reduced revenue and lower gross margin.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



118



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##### Index to Financial Statements

Operating Income

Software Group



| |  |  | Operating income for the Software Group for the year ended December 31, 2007, was $15.7 million or 7% of revenue, as compared to $6.4 million or 4% of revenue
for the year ended December 31, 2006. This increase was directly related to the growth of revenue and corresponding increase in gross profit. Regarding the increase in operating income as a percentage of revenue, this improvement resulted from
the continued realization of efficiencies in research and development (R&D) expenses and from decreased restructuring charges.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The R&D efficiencies primarily resulted from the continuation of the integration of R&D activities at Ross and Pivotal, which were initiated in 2006.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As we expand into new and existing markets and introduce new products and services, we expect that our operating expenses within the Software Group, particularly
research and development expenses and sales and marketing expenses, will continue to increase. However, as we continue to integrate processes from acquired entities, we expect that revenue will increase at a higher rate relative to the increases in
operating expenses.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Global Services Group



| |  |  | Operating income for the Global Services Group for the year ended December 31, 2007, was $5.8 million or 5% of revenue, as compared to $3.4 million or 5% of
revenue for the year ended December 31, 2006. Operating expenses as a percentage of revenue were consistent year over year.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As we expand into new and existing markets and introduce new products and services, we expect that our operating expenses within the Global Services Group,
particularly sales and marketing expenses, will continue to increase. However, as we continue to integrate processes from acquired entities, we expect that revenue will increase at a higher rate relative to the increases in operating expenses.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Regarding restructuring and other charges, this amount is comprised of a $6.7 million gain on the sale of Ion Global, offset by various other charges.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

In August 2007, we entered into four separate agreements to sell the principal assets and subsidiaries that comprised our
Ion Global business for $9.0 million. Subsequent to the date of sale, we received an additional $0.7 million due to a net asset adjustment. In total, these transactions resulted in a pretax gain of approximately $ 6.7 million. Under the terms of
these agreements, we agreed to sell: (i) the assets related to the internet consulting services and website design and development of Ion Global (California), Inc.; (ii) substantially all of the assets of Ion Global Limited; (iii) all
of the issued and outstanding shares of Ion Global Korea Ltd. held by Ion Global (BVI) Ltd.; and (iv) the Ion Global trademark. Ion Global was included within our Global Services segment, and the goodwill associated with this
transaction was allocated on a historical basis as Ion Global was not integrated into the Company.

We have concluded that the financial
position, results of operations and cash flows from Ion Global are immaterial to our overall results and, therefore, have not been reported as discontinued operations in the accompanying consolidated statements of operations for the year ended
December 31, 2007.



119



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##### Index to Financial Statements

CDC Games Group



| |  |  | Operating loss for the CDC Games Group for the year ended December 31, 2007, was $14.6 million or 43% of revenue, as compared to operating income of $9.5
million or 36% of revenue for the year ended December 31, 2006. This operating loss was primarily attributable to restructuring charges, a decrease in gross profit, which is discussed above, and to higher general and administrative expenses
resulting from increased personnel and systems to handle larger and more complex operations from the acquisition of Optic.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In the first quarter of 2008, we reduced the CDC Games staff by 150 people by realizing synergies from our acquisition of Optic.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | Regarding restructuring and other charges, our business model in the CDC Games segment is to make investments in a diverse set of online computer game licensors.
During 2006 and 2007, we entered into several license arrangements with game developers for the right to produce the online computer games in specific countries and/or geographical regions. Not all of these games may be successfully launched due to
various factors including: (i) development problems; (ii) poor beta test results; (iii) other games have better potential to become successful; and (iv) limited capital resources. During 2007, we performed an assessment of the recoverability of our
license fee assets and determined that we would not generate future cash flows from several licenses. As a result, we impaired $4.2 million of these license fees. In addition, we also made several cost investments in online computer game development
companies. During 2007 and early 2008, several of these game developers lost access to the credit markets, thus raising questions as to their ability to continue as a going concern. Therefore, we recorded a charge of $4.3 million to write off our
investment in these companies.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

China.com Group



| |  |  | Operating loss for the China.com Group for the year ended December 31, 2007 was $5.7 million or 50% of revenue, as compared to an operating loss of $8.1
million or 81% of revenue for the year ended December 31, 2006. This decrease in operating loss as a percentage of revenue was primarily attributable to a higher gross margin, which is discussed above, and to lower general and administrative
expenses relative to revenue, resulting from workforce reductions and operating efficiencies realized in 2007.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

MVAS
Group



| |  |  | Operating loss for the MVAS Group for the year ended December 31, 2007, was $79.1 million or 948% of revenue, as compared to operating income of $1.4 million
or 4% of revenue for the year ended December 31, 2006. This operating loss was primarily attributable to impairment of goodwill and restructuring charges resulting from our decision to scale down our emphasis on mobile services and
applications, in light of the continued difficulties in Chinas regulatory environment for the MVAS industry.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



120



---

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##### Index to Financial Statements

| |  |  | Regarding restructuring and other charges, in accordance with our policy on testing long-lived assets for impairment, we had a triggering event that required
testing the intangible assets of the MVAS business for impairment. We performed our impairment test and determined that the intangible assets were impaired, because we did not have sufficient discounted cash flows to support the remaining intangible
assets due to our decision to exit this business in 2008. Therefore, we wrote off all the remaining intangible assets that related to this segment, which equaled $2.4 million.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Regarding goodwill impairment, as the regulatory environment for the MVAS industry continues to be difficult and we see no reasonable instance where our MVAS
business may turn profitable in the foreseeable future, in February 2008, we announced that we were in the process of reducing our MVAS workforce and intended to scale down our emphasis on this business. Later in 2008, we made the determination that
we were winding down the operations of the MVAS business and would discontinue this segment. At December 31, 2007, we performed our annual impairment test and determined that all of the goodwill associated with the MVAS segment was impaired,
because the discounted cash flows from this segment were negative. We wrote off all of the goodwill that was assigned to this segment, which equaled $71.1 million.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Corporate



| |  |  | Regarding restructuring and other charges, we have made cost investments in several companies during our history. In 2007, one of these companies filed bankruptcy,
and we were not able to recover our $2.4 million investment. We also wrote off other assets of $0.1 million.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other Income
(Expense), Net Components



|                                                      |  |                          |        |   |      |   |         |  
|----------------------------------------------------- |  | ------------------------ | ------ | - | ---- | - | ------- | -
|                                                      |  | Years ended December 31, |       
|                                                      |  | 2006                     |        |   | 2007 |  
|                                                      |  | (in thousands)           |       
|Interest income                                       |  | $                        | 10,680 |   |      | $ | 13,386  |  
|Interest expense                                      |  |                          | (3,038 | ) |      |   | (9,086  | )
|Gain on disposal of available-for-sale securities     |  |                          | 344    |   |      |   | 514     |  
|Gain on disposal of subsidiaries and cost investments |  |                          | 3,087  |   |      |   | 561     |  
|Impairment of available-for-sale securities           |  |                          |       |   |      |   | (13,497 | )
|Gain (loss) on change in fair value of derivatives    |  |                          | 531    |   |      |   | (5,996  | )
|Share of income (losses) in equity investees          |  |                          | 975    |   |      |   |        |  
|                                                      |  |                          |        |   |      |   |         |  
|Total other income (expense), net                     |  | $                        | 12,579 |   |      | $ | (14,118 | )
|                                                      |  |                          |        |   |      |   |         |  



| |  |  | Interest income increased due to having higher interest-bearing cash balances throughout 2007 compared to 2006. Note that $168 million of cash at December 31,
2006, came from convertible note proceeds in November 2006.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Interest expense increased due to having the convertible notes for all of 2007.
| | - |  | -------------------------------------------------------------------------------



121



---

##### Table of Contents

##### Index to Financial Statements

| |  |  | Impairment of available-for-sale securities for the year ended December 31, 2007, represented other-than-temporary impairment losses recorded on our
collateralized debt obligation (CDO) investments. We evaluated the length of time and extent to which the fair market value of these securities had been less than their cost, as well as the financial condition and performance of the
issuer and the our intention and ability to hold these securities to recovery or maturity. Management based the fair value on binding quotes received from third parties for these investments. These valuations represent our best estimate of fair
value of these investments at December 31, 2007, and may or may not represent the ultimate value of these investments.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The loss on change in fair value of derivatives for the year ended December 31, 2007, is related to the compound embedded derivative within the convertible
notes issued in November 2006 (see footnote 11 where explained in detail). We expect the value of this derivative to continue to increase and be an expense over the next year.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Income Taxes



| |  |  | We recorded income tax expense of $10.9 million in 2007 as compared to tax expense of $3.1 million in 2006. Our total income tax provision is determined entity by
entity in each taxing jurisdiction in which it operates. We recorded tax expense in 2007 even though we had recorded a significant loss from continuing operations. This is a result of having certain of the significant impairment losses including the
MVAS impairment charge are not deductible for taxes. In addition, we generated taxable income in jurisdictions that have a high statutory tax rate. Lastly, we increased our valuation allowance by $3.7 million in 2007 because management concluded
that they did not believe that the recoverability of certain of our deferred tax assets is more likely than not. As of December 31, 2007, we had a valuation allowance of approximately $62.7 million relating primarily to net operating losses.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Minority Interest in Income of Consolidated Subsidiaries



| |  |  | Minority interest income was $18.6 million for the year ended December 31, 2007, and related to the minority interest portion of the combined losses of our
majority-owned subsidiaries China.com, Software Galeria, Inc. (SGI) and Vectra. It also included ten months of activity related to Industri-Matematik International Corp. (IMI), which represents the time period prior to our
acquisition of the remaining 49% of IMI. Minority interest expense of $2.3 million for the year ended December 31, 2006, related to the minority interest portion of the combined income of China.com, SGI and IMI.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



122



---

##### Table of Contents

##### Index to Financial Statements

Results of Operations of Our Operating Segments for the Year Ended December 31, 2006, as Compared to the Year
Ended December 31, 2005:



|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|--------------------------------------------------------- |  | ---------------------------- | ------- | - | ------------------- | - | ------ |  | --------- | ------ |  | ---- | ------ | --------- |  | - | ------ |  | - | ------ | - |  | - | ------- | -
|                                                          |  | Year ended December 31, 2006 |        
|                                                          |  | SoftwareGroup                |         |   | GlobalServicesGroup |   | Games  |  | China.com |        |  | MVAS |        | Corporate |  |   | Total  | 
|                                                          |  | (in thousands)               |        
|License                                                   |  | $                            | 46,260  |   |                     | $ |       |  | $         |       |  | $    |       |           |  | $ |       |  | $ |       |   |  | $ | 46,260  |  
|Maintenance                                               |  |                              | 63,252  |   |                     |   |       |  |           |       |  |      |       |           |  |   |       |  |   |       |   |  |   | 63,252  |  
|Consulting services                                       |  |                              | 64,825  |   |                     |   | 66,484 |  |           |       |  |      |       |           |  |   |       |  |   |       |   |  |   | 131,309 |  
|CDC Games                                                 |  |                              |        |   |                     |   |       |  |           | 26,780 |  |      |       |           |  |   |       |  |   |       |   |  |   | 26,780  |  
|China.com                                                 |  |                              |        |   |                     |   |       |  |           |       |  |      | 10,064 |           |  |   |       |  |   |       |   |  |   | 10,064  |  
|MVAS                                                      |  |                              |        |   |                     |   |       |  |           |       |  |      |       |           |  |   | 31,863 |  |   |       |   |  |   | 31,863  |  
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Total revenue                                             |  |                              | 174,337 |   |                     |   | 66,484 |  |           | 26,780 |  |      | 10,064 |           |  |   | 31,863 |  |   |       |   |  |   | 309,528 |  
|                                                          |  |                              |         |   |                     |   |       
|License                                                   |  |                              | 13,417  |   |                     |   |       |  |           |       |  |      |       |           |  |   |       |  |   |       |   |  |   | 13,417  |  
|Maintenance                                               |  |                              | 9,161   |   |                     |   |       |  |           |       |  |      |       |           |  |   |       |  |   |       |   |  |   | 9,161   |  
|Consulting services                                       |  |                              | 51,211  |   |                     |   | 45,943 |  |           |       |  |      |       |           |  |   |       |  |   |       |   |  |   | 97,154  |  
|CDC Games                                                 |  |                              |        |   |                     |   |       |  |           | 10,631 |  |      |       |           |  |   |       |  |   |       |   |  |   | 10,631  |  
|China.com                                                 |  |                              |        |   |                     |   |       |  |           |       |  |      | 4,095  |           |  |   |       |  |   |       |   |  |   | 4,095   |  
|MVAS                                                      |  |                              |        |   |                     |   |       |  |           |       |  |      |       |           |  |   | 13,004 |  |   |       |   |  |   | 13,004  |  
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Total cost of revenue                                     |  |                              | 73,789  |   |                     |   | 45,943 |  |           | 10,631 |  |      | 4,095  |           |  |   | 13,004 |  |   |       |   |  |   | 147,462 |  
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Gross profit                                              |  |                              | 100,548 |   |                     |   | 20,541 |  |           | 16,149 |  |      | 5,969  |           |  |   | 18,859 |  |   |       |   |  |   | 162,066 |  
|                                                          |  |                              |         |   |                     |   |       
|Sales and marketing expenses                              |  |                              | 42,565  |   |                     |   | 1,195  |  |           | 2,567  |  |      | 2,149  |           |  |   | 10,837 |  |   |       |   |  |   | 59,313  |  
|Research and development expenses                         |  |                              | 19,842  |   |                     |   |       |  |           |       |  |      |       |           |  |   | 139    |  |   |       |   |  |   | 19,981  |  
|General and administrative expenses                       |  |                              | 22,927  |   |                     |   | 14,418 |  |           | 3,369  |  |      | 11,930 |           |  |   | 5,269  |  |   | 8,035  |   |  |   | 65,948  |  
|Amortization expenses                                     |  |                              | 4,392   |   |                     |   | 1,050  |  |           | 673    |  |      |       |           |  |   | 1,257  |  |   | 943    |   |  |   | 8,315   |  
|Restructuring and other charges                           |  |                              | 4,426   |   |                     |   | 448    |  |           |       |  |      |       |           |  |   |       |  |   |       |   |  |   | 4,874   |  
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Total operating expenses                                  |  |                              | 94,152  |   |                     |   | 17,111 |  |           | 6,609  |  |      | 14,079 |           |  |   | 17,502 |  |   | 8,978  |   |  |   | 158,431 |  
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Operating income (loss)                                   |  | $                            | 6,396   |   |                     | $ | 3,430  |  | $         | 9,540  |  | $    | (8,110 | )         |  | $ | 1,357  |  | $ | (8,978 | ) |  |   | 3,635   |  
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Other income, net                                         |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   | 12,579  |  
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Income before income taxes                                |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   | 16,214  |  
|Income tax expense                                        |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   | (3,062  | )
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Income before minority interests                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   | 13,152  |  
|Minority interests in income of consolidated subsidiaries |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   | (2,312  | )
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Net income from continuing operations                     |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  | $ | 10,840  |  
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|                                                          | 
|                                                          |  | Year ended December 31, 2005 |        
|                                                          |  | SoftwareGroup                |         |   | GlobalServicesGroup |   | Games  |  | China.com |        |  | MVAS |        | Corporate |  |   | Total  | 
|                                                          |  | (in thousands)               |        
|License                                                   |  | $                            | 38,541  |   |                     | $ |       |  | $         |       |  | $    |       |           |  | $ |       |  | $ |       |   |  | $ | 38,541  |  
|Maintenance                                               |  |                              | 59,144  |   |                     |   |       |  |           |       |  |      |       |           |  |   |       |  |   |       |   |  |   | 59,144  |  
|Consulting services                                       |  |                              | 61,119  |   |                     |   | 42,686 |  |           |       |  |      |       |           |  |   |       |  |   |       |   |  |   | 103,805 |  
|China.com                                                 |  |                              |        |   |                     |   |       |  |           |       |  |      | 8,995  |           |  |   |       |  |   |       |   |  |   | 8,995   |  
|MVAS                                                      |  |                              |        |   |                     |   |       |  |           |       |  |      |       |           |  |   | 34,389 |  |   |       |   |  |   | 34,389  |  
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Total revenue                                             |  |                              | 158,804 |   |                     |   | 42,686 |  |           |       |  |      | 8,995  |           |  |   | 34,389 |  |   |       |   |  |   | 244,874 |  
|                                                          |  |                              |         |   |                     |   |       
|License                                                   |  |                              | 12,278  |   |                     |   |       |  |           |       |  |      |       |           |  |   |       |  |   |       |   |  |   | 12,278  |  
|Maintenance                                               |  |                              | 9,335   |   |                     |   |       |  |           |       |  |      |       |           |  |   |       |  |   |       |   |  |   | 9,335   |  
|Consulting services                                       |  |                              | 46,457  |   |                     |   | 27,168 |  |           |       |  |      |       |           |  |   |       |  |   |       |   |  |   | 73,625  |  
|China.com                                                 |  |                              |        |   |                     |   |       |  |           |       |  |      | 3,449  |           |  |   |       |  |   |       |   |  |   | 3,449   |  
|MVAS                                                      |  |                              |        |   |                     |   |       |  |           |       |  |      |       |           |  |   | 15,262 |  |   |       |   |  |   | 15,262  |  
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Total cost of revenue                                     |  |                              | 68,070  |   |                     |   | 27,168 |  |           |       |  |      | 3,449  |           |  |   | 15,262 |  |   |       |   |  |   | 113,949 |  
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Gross profit                                              |  |                              | 90,734  |   |                     |   | 15,518 |  |           |       |  |      | 5,546  |           |  |   | 19,127 |  |   |       |   |  |   | 130,925 |  
|                                                          |  |                              |         |   |                     |   |       
|Sales and marketing expenses                              |  |                              | 38,502  |   |                     |   | 921    |  |           |       |  |      | 2,497  |           |  |   | 5,691  |  |   |       |   |  |   | 47,611  |  
|Research and development expenses                         |  |                              | 22,788  |   |                     |   |       |  |           |       |  |      |       |           |  |   |       |  |   |       |   |  |   | 22,788  |  
|General and administrative expenses                       |  |                              | 25,710  |   |                     |   | 10,280 |  |           |       |  |      | 6,410  |           |  |   | 7,776  |  |   | 6,432  |   |  |   | 56,608  |  
|Amortization expenses                                     |  |                              | 4,224   |   |                     |   | 246    |  |           |       |  |      |       |           |  |   | 1,063  |  |   | 551    |   |  |   | 6,084   |  
|Restructuring and other charges                           |  |                              | 1,075   |   |                     |   | 109    |  |           |       |  |      |       |           |  |   |       |  |   | 483    |   |  |   | 1,667   |  
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Total operating expenses                                  |  |                              | 92,299  |   |                     |   | 11,556 |  |           |       |  |      | 8,907  |           |  |   | 14,530 |  |   | 7,466  |   |  |   | 134,758 |  
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Operating income (loss)                                   |  | $                            | (1,565  | ) |                     | $ | 3,962  |  | $         |       |  | $    | (3,361 | )         |  | $ | 4,597  |  | $ | (7,466 | ) |  |   | (3,833  | )
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Other income, net                                         |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   | 6,735   |  
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Income before income taxes                                |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   | 2,902   |  
|Income tax expense                                        |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   | (4,957  | )
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Loss before minority interests                            |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   | (2,055  | )
|Minority interests in income of consolidated subsidiaries |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   | (1,409  | )
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  
|Net loss from continuing operations                       |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  | $ | (3,464  | )
|                                                          |  |                              |         |   |                     |   |        |  |           |        |  |      |        |           |  |   |        |  |   |        |   |  |   |         |  



123



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##### Index to Financial Statements

Revenue

Software Group



|                       |  |                         |         |        |   |         |  |   |        |  |    |  
|---------------------- |  | ----------------------- | ------- | ------ | - | ------- |  | - | ------ |  | -- | -
|                       |  | Year ended December 31, |         | Change |  
|                       |  | 2005                    |         | 2006   |   | Amount  |  | % |       
|                       |  | (in thousands)          |        
|License                |  | $                       | 38,541  |        | $ | 46,260  |  | $ | 7,719  |  | 20 | %
|Maintenance            |  |                         | 59,144  |        |   | 63,252  |  |   | 4,108  |  | 7  | %
|Consulting services    |  |                         | 61,119  |        |   | 64,825  |  |   | 3,706  |  | 6  | %
|                       |  |                         |         |        |   |         |  |   |        |  |    |  
|Total Software revenue |  | $                       | 158,804 |        | $ | 174,337 |  | $ | 15,533 |  | 10 | %
|                       |  |                         |         |        |   |         |  |   |        |  |    |  



| |  |  | License revenue increased primarily due to growth in new license sales of our legacy products of $4.7 million and due to the acquisitions of MVI, c360 and JRG,
which collectively contributed $3.0 million of the aggregate increase in revenue. New software sales were strong in global vertical industries, including financial services, discrete and process manufacturing, and homebuilding.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Maintenance revenue increased primarily due to growth in first-year maintenance contract sales.
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | Consulting services revenue increased due to installation and professional services associated with a larger customer base, and due to acquisitions in our Software
Group.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Global Services Group



|                    |  |                         |        |        |   |        |  |   |        |  |    |  
|------------------- |  | ----------------------- | ------ | ------ | - | ------ |  | - | ------ |  | -- | -
|                    |  | Year ended December 31, |        | Change |  
|                    |  | 2005                    |        | 2006   |   | Amount |  | % |       
|                    |  | (in thousands)          |       
|Consulting services |  | $                       | 42,686 |        | $ | 66,484 |  | $ | 23,798 |  | 56 | %



| |  |  | Consulting services revenue increased primarily due to the acquisitions of OSTI, DBPI, Horizon and Vis.align (acquired in December 2006), which collectively
contributed approximately $22.7 million of the aggregate increase in revenue.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CDC Games Group



|                  |  |                         |   |        |   |        |  |   |        |  |    
|----------------- |  | ----------------------- | - | ------ | - | ------ |  | - | ------ |  | ---
|                  |  | Year ended December 31, |   | Change
|                  |  | 2005                    |   | 2006   |   | Amount |  | %
|                  |  | (in thousands)         
|CDC Games revenue |  | $                       |  |        | $ | 26,780 |  | $ | 26,780 |  | N/A



| |  |  | During 2006, we operated one game, Yulgang, which had approximately 42.9 million registered users as of December 31, 2006. There was no CDC Games revenue
in 2005, as we held a minority interest in the acquired games subsidiary and, therefore, used the equity method of accounting in 2005 for the games business.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



124



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##### Index to Financial Statements

China.com Group



|                  |  |                         |       |        |   |        |  |   |       |  |    |  
|----------------- |  | ----------------------- | ----- | ------ | - | ------ |  | - | ----- |  | -- | -
|                  |  | Year ended December 31, |       | Change |  
|                  |  | 2005                    |       | 2006   |   | Amount |  | % |      
|                  |  | (in thousands)          |      
|China.com revenue |  | $                       | 8,995 |        | $ | 10,064 |  | $ | 1,069 |  | 12 | %



| |  |  | China.com revenue increased primarily due to increased portal services revenue, resulting from targeted investments made in 2004 to establish our portal business as
an influential player in China.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

MVAS Group



|             |  |                         |        |        |   |        |  |   |        |   |  |    |  
|------------ |  | ----------------------- | ------ | ------ | - | ------ |  | - | ------ | - |  | -- | -
|             |  | Year ended December 31, |        | Change |  
|             |  | 2005                    |        | 2006   |   | Amount |  |   | %      |  
|             |  | (in thousands)          |       
|MVAS revenue |  | $                       | 34,389 |        | $ | 31,863 |  | $ | (2,526 | ) |  | -7 | %



| |  |  | MVAS revenue decreased primarily due to a drop in volume as a result of regulatory rule changes related to billing methods and other factors promulgated by
Chinas Ministry of Information Industry.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Gross Margin

Software Group



|                      |  |                         |        |             |      |   |        |        |             |  |    |        |  |   |        |   |  |    |  
|--------------------- |  | ----------------------- | ------ | ----------- | ---- | - | ------ | ------ | ----------- |  | -- | ------ |  | - | ------ | - |  | -- | -
|                      |  | Year ended December 31, |        |             |      |   |        |        |            
|                      |  | 2005                    |        |             | 2006 |   |        | Change |            
|                      |  | Amount                  |        | % ofRevenue |      |   | Amount |        | % ofRevenue |  |    | Amount |  |   | %      |  
|                      |  | (in thousands)          |       
|License               |  | $                       | 26,263 |             | 68   | % |        | $      | 32,843      |  | 71 | %      |  | $ | 6,580  |   |  | 25 | %
|Maintenance           |  |                         | 49,809 |             | 84   | % |        |        | 54,091      |  | 86 | %      |  |   | 4,282  |   |  | 9  | %
|Consulting services   |  |                         | 14,662 |             | 24   | % |        |        | 13,614      |  | 21 | %      |  |   | (1,048 | ) |  | -7 | %
|                      |  |                         |        |             |      |   |        |        |             |  |    |        |  |   |        |   |  |    |  
|Software gross margin |  | $                       | 90,734 |             | 57   | % |        | $      | 100,548     |  | 58 | %      |  | $ | 9,814  |   |  | 11 | %
|                      |  |                         |        |             |      |   |        |        |             |  |    |        |  |   |        |   |  |    |  



| |  |  | Overall, the gross margin percentage for the Software Group was consistent year over year.
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | The increase in License gross margin percentage was due to a decrease in amortization expense associated with purchased technologies from acquired entities.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Maintenance gross margin percentage was generally consistent year over year.
| | - |  | ----------------------------------------------------------------------------



| |  |  | The decrease in Consulting Services gross margin percentage was due to higher personnel costs.
| | - |  | ----------------------------------------------------------------------------------------------



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##### Index to Financial Statements

Global Services Group



|                             |  |                         |        |             |      |   |        |        |             |  |    |        |  |   |       |  |    |  
|---------------------------- |  | ----------------------- | ------ | ----------- | ---- | - | ------ | ------ | ----------- |  | -- | ------ |  | - | ----- |  | -- | -
|                             |  | Year ended December 31, |        |             |      |  
|                             |  | 2005                    |        |             | 2006 |   |        | Change |            
|                             |  | Amount                  |        | % ofRevenue |      |   | Amount |        | % ofRevenue |  |    | Amount |  | % |      
|                             |  | (in thousands)          |       
|Global Services gross margin |  | $                       | 15,518 |             | 36   | % |        | $      | 20,541      |  | 31 | %      |  | $ | 5,023 |  | 32 | %



| |  |  | The decrease in the gross margin percentage for the Global Services Group was primarily due to the 2006 acquisitions of entities which have lower gross margins than
our legacy business.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CDC Games Group



|                       |  |                         |   |             |   |        |        |             |  |    |        |  |   |        |  |    
|---------------------- |  | ----------------------- | - | ----------- | - | ------ | ------ | ----------- |  | -- | ------ |  | - | ------ |  | ---
|                       |  | Year ended December 31, |   |             |   |        |       
|                       |  | 2005                    |   | 2006        |   |        | Change
|                       |  | Amount                  |   | % ofRevenue |   | Amount |        | % ofRevenue |  |    | Amount |  | %
|                       |  | (in thousands)         
|CDC Games gross margin |  | $                       |  |             |  |        | $      | 16,149      |  | 60 | %      |  | $ | 16,149 |  | N/A



| |  |  | CDC Games Group gross margin resulted from the purchase of the 17games Group in 2006.
| | - |  | -------------------------------------------------------------------------------------

China.com Group



|                       |  |                         |       |             |      |   |        |        |             |  |    |        |  |   |     |  |   |  
|---------------------- |  | ----------------------- | ----- | ----------- | ---- | - | ------ | ------ | ----------- |  | -- | ------ |  | - | --- |  | - | -
|                       |  | Year ended December 31, |       |             |      |   |        |       
|                       |  | 2005                    |       |             | 2006 |   |        | Change |            
|                       |  | Amount                  |       | % ofRevenue |      |   | Amount |        | % ofRevenue |  |    | Amount |  | % |    
|                       |  | (in thousands)          |      
|China.com gross margin |  | $                       | 5,546 |             | 62   | % |        | $      | 5,969       |  | 59 | %      |  | $ | 423 |  | 8 | %



| |  |  | China.com gross margin percentage decreased due to a 20% increase in the cost of revenue, whereas our revenue only increased 12%.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

MVAS Group



|                  |  |                         |        |              |      |   |        |        |              |  |    |        |  |   |      |   |  |    |  
|----------------- |  | ----------------------- | ------ | ------------ | ---- | - | ------ | ------ | ------------ |  | -- | ------ |  | - | ---- | - |  | -- | -
|                  |  | Year ended December 31, |        |              |      |   |        |        |             
|                  |  | 2005                    |        |              | 2006 |   |        | Change |             
|                  |  | Amount                  |        | % ofRevenues |      |   | Amount |        | % ofRevenues |  |    | Amount |  |   | %    |  
|                  |  | (in thousands)          |       
|MVAS gross margin |  | $                       | 19,127 |              | 56   | % |        | $      | 18,859       |  | 59 | %      |  | $ | (268 | ) |  | -1 | %



| |  |  | MVAS gross margin percentage increased due to favorable cost trends associated with acquiring third-party mobile content.
| | - |  | -------------------------------------------------------------------------------------------------------------------------

Operating Income

Software Group



| |  |  | Operating income for the Software Group for the year ended December 31, 2006, was $6.4 million or 4% of revenue, as compared to an operating loss of $1.6
million or 1% of revenue for the year ended December 31, 2005. This increase was primarily due to the realization of efficiencies in R&D expenses and general and administrative expenses as a result of the consolidation of processes from
acquired entities. In particular, the decrease in R&D expenses as a percentage of revenue was primarily due to the integration of R&D activities at Ross and Pivotal in 2006.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Global Services Group



| |  |  | Operating income for the Global Services Group for the year ended December 31, 2006, was $3.4 million or 5% of revenue, as compared to $4.0 million or 9% of
revenue for the year ended December 31, 2005. This decrease as a percentage of revenue was directly attributable to the decrease in gross margin percentage, which is discussed above. Operating expenses as a percentage of revenue were consistent
year over year.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CDC Games Group



| |  |  | Operating income for the CDC Games Group for the year ended December 31, 2006, was $9.5 million or 36% of revenue. The CDC Games Group had no operations in
2005.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

China.com Group



| |  |  | Operating loss for the China.com Group for the year ended December 31, 2006, was $8.1 million or 81% of revenue, as compared to an operating loss of $3.4
million or 37% of revenue for the year ended December 31, 2005. This increase in operating loss as a percentage of revenue was due to a lower gross margin, which is discussed above, and to higher general and administrative expenses as a
percentage of revenue.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

MVAS Group



| |  |  | Operating income for the MVAS Group for the year ended December 31, 2006, was $1.4 million or 4% of revenue, as compared to $4.6 million or 13% of revenue for
the year ended December 31, 2005. This decrease was due primarily to higher sales and marketing expenditures, offset somewhat by a cost savings realized in our general and administrative expenses.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other Income (Expense), Net Components



|                                                      |  |                          |        |   |      |   |        |  
|----------------------------------------------------- |  | ------------------------ | ------ | - | ---- | - | ------ | -
|                                                      |  | Years ended December 31, |       
|                                                      |  | 2005                     |        |   | 2006 |  
|                                                      |  | (in thousands)           |       
|Interest income                                       |  | $                        | 8,156  |   |      | $ | 10,680 |  
|Interest expense                                      |  |                          | (1,257 | ) |      |   | (3,038 | )
|Gain on disposal of available-for-sale securities     |  |                          | 525    |   |      |   | 344    |  
|Gain on disposal of subsidiaries and cost investments |  |                          | 483    |   |      |   | 3,087  |  
|Gain on change in fair value of derivatives           |  |                          |       |   |      |   | 531    |  
|Share of gains (losses) in equity investees           |  |                          | (1,172 | ) |      |   | 975    |  
|                                                      |  |                          |        |   |      |   |        |  
|Total other income, net                               |  | $                        | 6,735  |   |      | $ | 12,579 |  
|                                                      |  |                          |        |   |      |   |        |  



| |  |  | Interest income increased due to higher interest-bearing cash balances and higher interest rates throughout 2006 compared to 2005.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | Interest expense increased due to higher interest rates, as well as the issuance of convertible notes in November 2006.
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | The gain on disposal of subsidiaries and cost investments for the year ended December 31, 2006, was associated with the deemed disposal of China.com shares in
regards to the acquisition of the remaining interest in the 17games Group, whereby the value of the disposed shares of China.com were greater than acquired liabilities by an equivalent amount of the recorded gain.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The share of gains (losses) in equity investees for each year ended December 31, 2005 and 2006, relates to investments in which we had the ability to exercise
significant influence, generally 20% to 50% owned investments.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Income Taxes



| |  |  | We recorded income tax expense of $3.1 million in 2006 as compared to $5.0 million in 2005. The Companys total income tax provision is determined entity by
entity in each taxing jurisdiction in which it operates. A portion of the fluctuations in income tax expense was a result of the changes in income at the entity level. In addition, in 2006, we recorded tax benefits of $2.8 million related to a
change in valuation allowance and $0.8 million related to income tax credits.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We must assess the likelihood that our
deferred tax assets will be recovered from future taxable income. In making this assessment, all available evidence must be considered, including the current economic climate, our expectations of future taxable income, and our ability to project
such income and the appreciation of our



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##### Index to Financial Statements

investments and other assets. As of December 31, 2006, management concluded that it was more likely than not to realize a substantial portion of the
existing deferred tax asset and, therefore, released valuation allowance of approximately $18.1 million. As of December 31, 2006, we continued to have a valuation allowance of approximately $59.0 million relating primarily to net operating
losses.

Minority Interest in Income of Consolidated Subsidiaries



| |  |  | Minority interest expense was $2.3 million for the year ended December 31, 2006, and related to the minority interest portion of the combined income of our
majority-owned subsidiaries China.com, SGI and IMI. Minority interest expense was $1.4 million for the year ended December 31, 2005, and also related to the minority interest portion of the combined income of China.com, SGI and IMI.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|B. | Liquidity and Capital Resources
|-- | -------------------------------

The following
table sets forth the summary of our cash flows for the periods presented:



|                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|---------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                     |  | Year ended December 31, |        
|                                                     |  | 2005                    |         |   | 2006 |   |         | 2007 | 
|                                                     |  | (in thousands)          |        
|Net cash provided by operating activities            |  | $                       | 11,948  |   |      | $ | 39,329  |      |  | $ | 9,284   |  
|Net cash provided by (used in) investing activities  |  |                         | 8,614   |   |      |   | (51,022 | )    |  |   | (98,989 | )
|Net cash provided by (used in) financing activities  |  |                         | (36,353 | ) |      |   | 137,695 |      |  |   | 4,726   |  
|Effect of exchange rate changes on cash              |  |                         | (696    | ) |      |   | 3,827   |      |  |   | 3,649   |  
|Net increase (decrease) in cash and cash equivalents |  |                         | (16,487 | ) |      |   | 129,829 |      |  |   | (81,330 | )
|Cash and cash equivalents at beginning of period     |  |                         | 110,206 |   |      |   | 93,719  |      |  |   | 223,548 |  
|Cash and cash equivalents as at end of period        |  | $                       | 93,719  |   |      | $ | 223,548 |      |  | $ | 142,218 |  

Sources and Uses of Cash for the Year ended December 31, 2007

Operating Activities

Net cash
provided by operating activities decreased from $39.3 million in 2006 to $9.3 million in 2007. This $30.0 million decrease partially resulted from a decrease in net income adjusted for noncash charges and gains of $12.4 million, from $45.4 million
in 2006 to $33.0 million in 2007. In addition, working capital requirements increased $17.6 million as a result of increases in accounts receivable, deposits, prepayments and other receivables and other assets and decreases in accounts payable,
accrued liabilities and income tax payable, offset by increases in deferred revenue and other liabilities. Accounts receivable, deposits, prepayments and other receivables and other assets were a use of cash of $15.3 million in 2006 compared to a
use of cash of $22.4 million in 2007. Accounts payable, accrued liabilities and income tax payable were a source of cash of $5.9 million in 2006 compared to a use of cash of $7.8 million in 2007. Deferred revenue and other liabilities were a source
of cash of $3.4 million in 2006 compared to a source of cash of $6.6 million in 2007.



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##### Index to Financial Statements

Investing Activities

Net cash used in investing activities increased from $51.0 million in 2006 to $99.0 million in 2007. This reflects an increase in cash used in the
acquisition of subsidiaries of $56.0 million, an increase in capital expenditures of $8.1 million, an increase in cost and equity investments of $16.0 million, an increase in game licenses of $9.7 million, and an increase in restricted cash of
$7.0 million, offset by a decrease in purchases of marketable securities of $36.0 million, an increase in proceeds from the disposal of marketable securities and investments of $1.4 million, and an increase in proceeds from the disposal of
subsidiaries and fixed assets of $8.3 million.

Financing Activities

Net cash provided by financing activities decreased from $137.7 million in 2006 to $4.7 million in 2007. This decrease was primarily the result of
proceeds from the issuance of $168.0 million in convertible notes and purchase note agreements of $38.7 million in 2006, compared to proceeds from bank loans of $33.8 million in 2007. This decrease in proceeds from debt was offset by a decrease
in cash used for the repayment of bank loans of $27.3 million, an increase in the issuance of share capital of $3.6 million, a decrease in cash used for the repurchase of treasury stock of $5.5 million, and a decrease in cash used for debt
issuance costs of $3.5 million.

Future cash requirements and sources of liquidity

Future cash requirements

In
the future, we expect that our primary cash requirements will be to fund working capital including payment of contractual obligations and research and development expenses, repay debts, and fund contingent consideration payable for certain of our
acquisitions.

The following table summarizes our contractual obligations as of December 31, 2007:



|                                        |  |                                      |         |                 |   |           |  |           |        |                  |   |         |  |   |    
|--------------------------------------- |  | ------------------------------------ | ------- | --------------- | - | --------- |  | --------- | ------ | ---------------- | - | ------- |  | - | ---
|                                        |  | Payments due by period, in thousands
|                                        |  | Total                                |         | Less than1 year |   | 13 years |  | 3-5 years |        | More than5 years
|Operating lease obligations (1)         |  | $                                    | 45,965  |                 | $ | 14,253    |  | $         | 19,439 |                  | $ | 11,422  |  | $ | 851
|Short-term debt obligations             |  |                                      | 33,892  |                 |   | 33,892    |  |           |       |                  |   |        |  |   |   
|Interest on short-term debt obligations |  |                                      | 581     |                 |   | 581       |  |           |       |                  |   |        |  |   |   
|Convertible notes                       |  |                                      | 168,000 |                 |   |          |  |           |       |                  |   | 168,000 |  |   |   
|Interest on convertible notes           |  |                                      | 24,360  |                 |   | 6,300     |  |           | 12,600 |                  |   | 5,460   |  |   |   
|Purchase considerations (2)             |  |                                      | 4,192   |                 |   | 4,192     |  |           |       |                  |   |        |  |   |   



|(1) | Operating lease obligations consist of future minimum payments under non-cancelable operating leases.
|--- | -----------------------------------------------------------------------------------------------------

|(2) | Purchase considerations include fixed and adjustable payments contingent upon meeting certain performance requirements. These amounts exclude future payments of up to $24.2 million,
which are based on total future revenue.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other long-term liabilities, such as deferred taxes and unrecognized tax benefits,
have been excluded from the table due to the uncertainty of the timing of payments combined with the absence of historical trends to be used as a predictor for such payments.



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On June 27, 2008, China.com declared and paid a cash dividend to its shareholders in the aggregate
amount of $74.1 million. Of such amount, approximately $57.5 million was paid to us, and the remaining $16.6 million was paid to the independent minority shareholders of China.com. On June 27, 2008, we transferred an aggregate of $64.5 million
to CDC Games. CDC Games subsequently paid China.com Capital Ltd. (CCL), a wholly owned subsidiary of China.com Inc., the entire balance of $64.5 million of principal and interest due and payable under its promissory note owed to CCL.

Future sources of liquidity

We believe that cash flows from operating activities, combined with our existing cash and cash equivalents of $142.2 million and our available-for-sale securities of $76.2 million as of December 31, 2007, the
majority of which will mature at various dates through 2008, will be sufficient to meet our future cash requirements described above.

The
following table summarizes the expected maturity dates of our debt securities as of December 31, 2007:



|                          |  |                                   |        |                 |   |           |  |   |  
|------------------------- |  | --------------------------------- | ------ | --------------- | - | --------- |  | - | -
|                          |  | Expected maturities, in thousands
|                          |  | Total                             |        | Less than1 year |   | 13 years
|Unsecured fixed rate debt |  | $                                 | 74,595 |                 | $ | 74,595    |  | $ | 

Our ability to meet our expected cash requirements will depend on our ability to generate cash in
the future, which is subject to financial, competitive, economic, regulatory and other factors that are beyond our control. If we do not generate sufficient cash from operations or do not otherwise have sufficient cash and cash equivalents, we
may need to borrow against our lines of credit or issue other long- or short-term debt or equity, if the market and the terms of our existing debt instruments permit.

Convertible Notes

In November 2006, we issued $168 million 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. Under the terms of the notes, the holders have the right to
exchange such notes into common shares of CDC Corporation or, upon a qualifying initial public offering (IPO), common shares of two of our wholly-owned subsidiaries based on a predetermined exchange price when the IPO is consummated (see
Note 11 - Financing Arrangements in Item 18 - Financial Statements for further discussion on our Convertible Notes).

In April 2008, two of our subsidiaries, CDC Games and CCL, entered into an agreement (the Modification Agreement) for the purpose of: (i) extending the maturity date of a promissory note in the principal amount of $60.0
million by and between CDC Games and CCL (the Promissory Note) from the initial maturity date of June 28, 2008 (the Maturity Date), to June 28, 2010, and (ii) including us as a guarantor of the Promissory Note.

The effectiveness of the Modification Agreement was conditioned upon China.com obtaining the approval of its minority shareholders (the
Minority Shareholders). At an extraordinary general meeting (EGM) of China.com held on May 27, 2008, the Minority Shareholders, by way of poll, rejected the proposal to ratify the Modification Agreement. As a result, the
Modification Agreement lapsed automatically and did not become effective.



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In June 2008, we determined that the execution of the Modification Agreement had constituted an
Event of Default under the terms of our convertible notes. The convertible notes provide that, following an Event of Default, payment of all or a portion of any amounts due thereunder may be accelerated and become due and payable
immediately upon delivery of a written notice of acceleration to us (an Acceleration Notice), unless such Event of Default shall have been cured by us prior to the delivery of such Acceleration Notice. Accordingly, for the period from
April 2, 2008, through May 27, 2008 (the date upon which the Minority Shareholders disapproved of the Modification Agreement and it lapsed automatically), any or all of the convertible notes could have been called by the noteholders and
become due and payable immediately. However, we did not receive any written Acceleration Notice from any of the noteholders during this period. As a consequence, we believe that the Event of Default that existed from April 2, 2008, through
May 27, 2008, under the convertible notes has been fully cured, and under the express terms of the convertible notes, none of the noteholders has any current or continuing right to deliver an Acceleration Notice to us as a result of those past
events.

Credit Line Agreements

Under our line of credit arrangement with a financial institution, we may borrow up to $100.0 million on such terms as we and the financial institution mutually agree upon. Interest is payable at the end of each interest period and is
calculated using the London Inter-Bank Offered Rate (LIBOR) for the applicable interest rate period plus 0.2% per annum (4.42% at December 31, 2007). Except for loans of $10.0 million that were repaid in 2006, this arrangement
does not have a termination date but is reviewed annually for renewal. At December 31, 2006 and 2007, we had Nil and $30.0 million outstanding, respectively, and the unused portion of the credit line was $100.0 million and $70.0 million,
respectively.

We utilized a margin facility to draw a revolving line of credit, with balances outstanding of Nil and $1.9 million at
December 31, 2006 and 2007, respectively. Interest is payable based



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upon LIBOR for the applicable interest rate period plus 0.75% per annum (4.97% at December 31, 2007). To secure the line of credit, we pledged some
of our available-for-sale securities, which are recorded as restricted available-for-sale securities on our balance sheet.

One of our
subsidiaries had a line of credit with a financial institution in which the subsidiary may borrow up to $6.5 million. The loan had an outstanding balance of Nil and $0.9 million as of December 31, 2006 and 2007, respectively and the unused
portion of the credit line was $6.5 million and $5.6 million at December 31, 2006 and 2007, respectively. Accrued unpaid interest is payable monthly based upon LIBOR for the applicable interest rate period plus 2.20% per annum (6.42% at
December 31, 2007). The loan is secured by the assets of this subsidiary.

Under the line of credit arrangement between a financial
institution and one of our subsidiaries, the financial institution allows the subsidiary to borrow up to 80% of the subsidiarys accounts receivable balance. There was an outstanding balance of Nil and $0.6 million as of December 31,
2006 and 2007, respectively. Interest is variable and was 11.2% at December 31, 2007.

During 2006, we discontinued a $250.0 million
line of credit agreement with a financial institution. This line of credit consisted of a repurchase agreement pursuant to which we 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 us at the same price at the termination of the agreement. Throughout the term of the agreement, the financial institution paid us any income associated with the debt securities, and we paid the financial
institution interest calculated using the LIBOR plus 0.2% per annum. Loans of $16.2 million were repaid in 2006 prior to the line of credit being discontinued.

In connection with the credit lines granted to us and in compliance with related covenants, we maintained compensating balances of $2.0 million and $5.5 million, in restricted cash at December 31, 2006 and 2007,
respectively, pledged available-for-sale debt securities with a net book value of Nil and $30.9 million at December 31, 2006 and 2007, respectively, and held-to-maturity debt securities with a net book value of $30.5 million and Nil at
December 31, 2006 and 2007, respectively.

The maturities of long-term debt for the five years subsequent to December 31, 2007,
are as follows: 2008 - Nil; 2009 - Nil; 2010 - Nil; 2011 - $168.0 million; and 2012 - Nil.

The weighted average interest rates on
short-term borrowings during the year were 3.6% in 2005, 4.6% in 2006 and 5.5% in 2007. The weighted average interest rates on short-term borrowings at December 31, 2006 and 2007, were 4.5% and 5.1% per annum, respectively.

Financing Agreements

In 2006, in connection
with the purchase of certain CDO investments, we and our majority owned subsidiary, China.com Inc. entered into separate and independent financing agreements with two financial institutions, collectively referred to as the Banks, in the
aggregate amount of $38.7 million. We entered into a credit facility agreement with the Bank pursuant to which the Bank agreed to lend us the aggregate amount of $38.7 million for payment of the purchase price of the CDOs. We pledged certain
held-to-maturity U.S. agency bonds as collateral for payments due under the financing agreements. These pledged securities all had maturity dates within 12 months and interest rates ranging from 2.58% to 3.2%. As these securities matured, a portion
of the loan was settled with the cash proceeds. At December 31, 2006, the aggregate balance of the financing agreements was $18.7 million, and the total amount of securities pledged at December 31, 2006, was $30.5 million, 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%. During 2007, the balance of $18.7 million was paid and no pledged securities remained at
December 31, 2007. The weighted average interest rate on these agreements during 2007 was 5.6%.

As of December 31, 2007, we were
in compliance with all of our debt covenants.

Restrictions on our Liquidity

While we have cash and cash equivalents of $142.2 million and total available-for-sale securities of $76.2 million as of December 31, 2007, $92.9
million of the cash and cash equivalents and $63.1 million of the total securities are held at China.com, a 77% owned subsidiary listed on the Growth Enterprise Market of the Hong Kong Stock Exchange. Although we have the ability to appoint a
majority of the board of directors of China.com, the board of directors of China.com owes fiduciary duties to the shareholders of China.com to act in the best



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interests of and use the assets of China.com, including the cash and cash equivalents balance and securities, for the benefit of such shareholders. As a
result, aside from the board of directors of China.com declaring a dividend to its shareholders for which we would receive a pro rata portion as an 77% shareholder of China.com or a related party inter-company loan or similar transaction from
China.com to us which would likely require the approval of the minority shareholders of China.com, we have limited ability to transfer or move the cash, cash equivalents and securities balance to, or to use the amounts of the cash, cash equivalents
and securities balance for the benefit of, CDC Corporation at the parent entity level or our other subsidiaries outside of the China.com chain of subsidiaries.

Substantially all of the revenue and operating expenses of our CDC Games and China.com businesses are denominated in Renminbi (RMB). The RMB is currently convertible to foreign exchange with respect to
current account transactions, but not with respect to capital account transactions. Current account transactions include ordinary course import/export transactions, payments for services rendered and payments of license fees,
royalties, interest on loans and dividends. Capital account transactions include cross-border investments and repayments of principal of loans. Currently, our PRC subsidiaries may purchase foreign exchange for settlement of current account
transactions, including payment of dividends to us and payment of license fees to content licensors, without the approval of the State Administration for Foreign Exchange, or SAFE. Our PRC subsidiaries may also retain foreign exchange in their
current accounts, subject to a ceiling approved by SAFE, to satisfy foreign exchange liabilities or to pay dividends. However, the relevant PRC governmental authorities may limit or eliminate the ability for our PRC subsidiaries to purchase and
retain foreign currencies in the future. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from or registration with SAFE. This could affect our PRC subsidiaries ability to obtain debt
or equity financing from outside the PRC, including by means of loans or capital contributions from us.

In addition to $142.2 million of
cash and cash equivalents at December 31, 2007, we held $9.1 million in restricted cash which is pledged for banking facilities and pending litigation settlements.

Uncertainties regarding our liquidity

We believe the following are the most significant
uncertainties regarding our liquidity:



| |  |  | Ability to Grow Revenue and Manage Costs  Both our revenue and cost base have increased significantly as a result of our acquisition activity in 2006
and 2007. If we are unable to continue to grow our revenue or experience a decline in revenue, or if we are unable to manage costs and reduce operating expenses, our ability to generate positive cash flows from operating activities in a sufficient
amount to meet our cash needs would be adversely affected.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Integrating the Operations of Acquired Businesses  Integration of our acquired businesses could affect our liquidity as continuing integration of the
businesses and operations into ours may require significant cash resources.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Future Acquisitions  Our existing cash and cash equivalents and net cash provided by operating activities may be insufficient if we face unanticipated
cash needs such as the funding of a future acquisition. In addition, if we acquire a business in the future that has existing debt, our cash requirements for servicing debt may increase.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cash held by China.com  China.com is a 77% owned subsidiary of the Company. Although we have the ability to elect a majority of the board of directors
of China.com, the China .com directors owe fiduciary duties to all of the China.com shareholders. Such duties may prevent the directors from voting to declare and pay dividends. There is a limited amount of cash available at China.com for such
purpose, and any dividends that the directors may declare must be shared on a pro rata basis with China.coms minority shareholders. Furthermore, we may not have the ability to enter into an intercompany loan without the support of the minority
shareholders of China.com.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Fair value of Financial Instruments

The total fair value of available-for-sale equity securities in listed companies as of December 31, 2006 and 2007, were $3.5 million and $3.9
million, respectively, based on the market values of publicly traded shares as of December 31, 2006 and 2007.

The total fair value of
the CDO investments as of December 31, 2006 and 2007, were $39.1 million and $23.7 million, respectively, based on the determination by the respective brokers and validated by management based on expected cash flow returns discounted by rates
consistent with rates of return offered on comparable investments with comparable risks as of December 31, 2006 and 2007.

We
currently intend 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 and 2007 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. In addition, management based the fair
value on binding quotes received from third parties for these investments. These valuations represent managements best estimate of fair value of these investments at December 31, 2006 and 2007 and may or may not represent the ultimate
value of these investments.

In connection with the purchase of the CDOs, we pledged certain held-to-maturity U.S. agency bonds as
collateral under multiple note purchase agreements. 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 and 2007 was $30.5 million and
Nil, all of which is classified as a restricted investment.

The carrying amount 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 their fair values because of their short maturity.

The carrying amount of the variable portion of our variable long-term bank loans approximate their fair value because the interest rates
of the loans are close to the prevailing bank interest rate.

The estimated fair value of the convertible notes at December 31, 2006
and 2007, was $167.6 million and $158.4 million, respectively.



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|C. | Research and Development, Patents and Licenses, etc.
|-- | ----------------------------------------------------

In 2006 and 2007, after acquiring Ross and Pivotal, we incurred significant research and development expenses. As discussed in Item 5.A  Operating and Financial Review and Prospects  Managements Discussion and
Analysis of Financial Condition and Results of Operations  Critical Accounting Policies and Estimates  Capitalization of Software Costs, we capitalize certain software development costs and expense others. As part of our overall
strategy to develop and introduce more proprietary products to sell across our business lines and service offerings, we anticipate that our research and development costs may increase on an absolute basis, but not as a percentage of overall revenue.



|D. | Trend Information
|-- | -----------------

Our focus on the enterprise
software and on-line games industries has positioned us within industry sectors which continued to undergo rapid change over the course of fiscal 2007.

In our Software segment, we made progress during 2007 in our continued integration and focus on operational improvements in relation to our acquisitions of Pivotal and Ross made in 2004. Pivotals CRM
front-office software and Rosss comprehensive, modular suite of enterprise software have enlarged our product portfolio; however, we believe it will take several more quarters for us to leverage the synergies that we consider are inherent
within our enlarged software businesses. We intend to continue to execute our software strategy through targeted acquisitions and investments in our Software segment and through entering strategic partnerships with leading software vendors.

In our China.com business unit, the operating environment for the MVAS sector continued to be challenging in 2007, with sanctions and new
policies imposed by the regulators and mobile operators. We determined that there was no reasonable instance where our MVAS business would be profitable in the foreseeable future. As a result, in February 2008, we announced that we were
discontinuing our MVAS business and we have since discontinued these operations.

We continued to execute our online games strategy through
the acquisition of Optic during 2007, an online games publisher with a track record in launching and distributing online games in the China market. In the future, we may add investments in online game-related companies, which we expect may allow us
to broaden our service offerings, subscriber base, or platform capabilities.

In 2008, we expect continued growth in revenue as a result of
acquisitions and investments.

In light of the many risks and uncertainties surrounding our company and the geographies and markets in
which we operate, shareholders, investors and prospective investors should keep in mind that we cannot guarantee that the forward-looking statements described in this Annual Report will or can materialize.



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|E. | Off-balance Sheet Arrangements
|-- | ------------------------------

We have the
following derivative financial instruments:

Horizon

In February 2006, Software Galeria Inc., our 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. Under the terms of the agreement, we paid $0.6 million in cash at closing and paid an additional $0.6 million of cash consideration in installments during 2006. We also agreed to pay additional cash
consideration of $1,000 in 2007 and 2008 based on earnings before interest, taxes, depreciation and amortization (EBITDA). In addition, we 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. Specified targets were not met in 2006 or 2007, so no equity was issued to the sellers. The
sellers have the right to put their equity interest back to us between April 2009 and April 2011 at a predetermined and fixed cash consideration. See Note 3- Business Combinations in Item 18- Financial Statements for further
discussion on Horizon.

CDC Convertible Notes

As discussed in Item 5.B - Liquidity and Capital Resources, in November 2006, we issued $168 million of 3.75% senior exchangeable, unsecured convertible notes 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 our common
shares or upon a qualifying initial public offering (IPO), common shares of two of our wholly-owned subsidiaries based on a predetermined exchange price and when the IPO is consummated.

The aggregate number of common shares of the our common stock that we 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 our common stock outstanding as of the issue date of the note. The aggregate number of common shares of each subsidiary that we are 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, we have 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. See Note 11 - Financing Arrangements in Item 18 - Financial Statements for further discussion on the Convertible Notes.

Collateralized Debt Obligations

In 2006, we acquired an equity interest in two collateralized debt obligations
(CDOs) coupled with a U.S. treasury strip for an aggregate nominal amount of $38.7 million (see Note 7 - Investments in Item 18 - Financial Statements for further discussion on our investments). 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. The principal amount in these investments is backed by U.S.
treasury strips.

We currently intend 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



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active market, fair value as of December 31, 2007, was determined by the respective brokers and validated by management based on expected cash flow
returns discounted by rates consistent with rates of return offered on comparable investments with comparable risks. Moreover, in 2007, management based the fair value on binding quotes received from third parties for these investments. These
valuations represent managements best estimate of fair value of these investments at December 31, 2006 and 2007, and may or may not represent the ultimate value of these investments.



|F. | Tabular Disclosure of Contractual Obligations
|-- | ---------------------------------------------

See
Item 5.B  Operating and Financial Review and Prospects  Liquidity and Capital Resources  Future cash requirements and sources of liquidity above.



|G. | Safe Harbor
|-- | -----------

See General Introduction 
Forward-Looking Statements.



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|ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|------- | ------------------------------------------



|A. | Directors and Senior Management
|-- | -------------------------------

The following
table sets forth information regarding our directors and executive officers as of June 2008:



|                        |  |    |  |                                                                                                                                                                                                  |  |                             |  |                      
|----------------------- |  | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------- |  | ---------------------
|Board of Directors      |  |    |  | Age                                                                                                                                                                                              |  | Position                    |  | Class of Directorship
|Raymond K.F. Chien     |  | 56 |  | Chairman *                                                                                                                                                                                       |  | III, term to expire in 2008
|                        |  |    | 
|Peter Yip               |  | 56 |  | Vice Chairman and Chief Executive Officer *                                                                                                                                                      |  | III, term to expire in 2008
|                        |  |    | 
|Wong Kwong Chi, Simon   |  | 56 |  | Director*                                                                                                                                                                                        |  | III, term to expire in 2008
|                        |  |    | 
|Thomas M. Britt, III    |  | 47 |  | Director                                                                                                                                                                                         |  | II, term to expire in 2010 
|                        |  |    | 
|Wang Cheung Yue, Fred   |  | 64 |  | Director                                                                                                                                                                                         |  | II, term to expire in 2010 
|                        |  |    | 
|Carrick John Clough     |  | 61 |  | Director                                                                                                                                                                                         |  | I, term to expire in 2009  
|                        |  |    | 
|Fang Xin                |  | 55 |  | Director                                                                                                                                                                                         |  | I, term to expire in 2009  
|                        |  |    | 
|Executive Officers      |  |    |  |                                                                                                                                                                                                  |  |                            
|                        |  |   
|CDC Corporation         |  |    |  |                                                                                                                                                                                                 
|                        |  |   
|Peter Yip*              |  | 56 |  | Chief Executive Officer, CDC Corporation, CDC Games and China.com, Inc., Vice Chairman of the Board of Directors, CDC Corporation and Executive Chairman of the Board of Directors,
CDC Software
|                        |  |   
|Michael Latimore        |  | 40 |  | Chief Financial Officer, CDC Corporation and CDC Games                                                                                                                                          
|                        |  |   
|Timothy F. Coen         |  | 52 |  | Senior Vice President and General Counsel, CDC Corporation                                                                                                                                      
|                        |  |   
|James W. FitzGibbons    |  | 39 |  | Chief Accounting Officer, CDC Corporation                                                                                                                                                       
|                        |  |   
|CDC Games and China.com |  |    |  |                                                                                                                                                                                                 
|                        |  |   
|Jeffrey Longoria        |  | 47 |  | President, CDC Games International                                                                                                                                                              
|                        |  |   
|John Huen               |  | 38 |  | Chief Operating Officer, CDC Games                                                                                                                                                              
|                        |  |   
|Cheng Loi               |  | 54 |  | Chief Financial Officer, China.com                                                                                                                                                              
|                        |  |   
|CDC Software            |  |    |  |                                                                                                                                                                                                 
|                        |  |   
|Eric Musser             |  | 43 |  | President and Chief Executive Officer, CDC Software                                                                                                                                             
|                        |  |   
|James McDevitt          |  | 49 |  | Chief Operating Officer                                                                                                                                                                         
|                        |  |   
|Bruce Cameron           |  | 56 |  | Executive Vice President, Worldwide Sales and Marketing, CDC Software                                                                                                                           
|                        |  |   
|Alan MacLamroc          |  | 53 |  | Chief Technology Officer, Executive Vice President, Technology, CDC Software                                                                                                                    
|                        |  |   
|Per Norling             |  | 52 |  | President, CDC Supply Chain, CDC Software                                                                                                                                                       
|                        |  |   
|William Geist           |  | 55 |  | Senior Vice President, Customer Services, North America, CDC Software                                                                                                                           
|                        |  |   
|Oscar Pierre            |  | 52 |  | Senior Vice President, Latin America, CDC Software                                                                                                                                              



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|                |  |    |  |                                                                   |  | 
|--------------- |  | -- |  | ----------------------------------------------------------------- |  | 
|Niklas Ronnback |  | 42 |  | Senior Vice President, Services for EMEA, CDC Software           
|                |  |    | 
|Ian Whitehouse  |  | 43 |  | Managing Director, Asia, CDC Software                             |  | 
|                |  |   
|Anil Dwivedi    |  | 38 |  | Vice President and Country Manager, Japan and Korea, CDC Software
|                |  |    | 
|Frank Hung      |  | 46 |  | Managing Director, Australia, CDC Software                        |  | 
|                |  |   
|Edmund Lau      |  | 48 |  | Vice President, Greater China, CDC Software                      
|                |  |   
|Sean Yu         |  | 42 |  | Vice President, Development and Chairman of CDC Software (China) 
|                |  |   
|Arthur Masseur  |  | 48 |  | Vice President of Finance, CDC Software, EMEA                    



|* | Subject to re-election by shareholders at our 2008 annual general meeting.
|- | --------------------------------------------------------------------------

The address of each of our executive officers and directors is c/o CDC Corporation Limited, 33/F Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong.

The following is a brief biography of each of our directors and executive officers:

Class III Directors

Raymond K.F. Chienhas served as Chairman of our board since
January 1999, and served as executive chairman of our board from April 2001 until August 2005 at which point he became Chairman of our board. He served as acting chief executive officer between March 2004 and March 2005, and chief executive officer
from March 2005 until August 2005. Dr. Chien is Chairman and a member of the executive and remuneration committees of our Hong Kong listed subsidiary, China.com. Dr. Chien is also Chairman of MTR Corporation Limited and Hong
Seng Bank Limited, serves on the boards of the Hong Kong and Shanghai Banking Corporation Limited, Inchcape plc, Swiss Reinsurance Company, Convenience Retail Asia Limited, VTech Holdings Limited and The Wharf (Holdings) Limited.
Dr. Chien received a Doctoral Degree in economics from the University of Pennsylvania in 1978 and became a Trustee of the University in 2006. He was appointed a Justice of the Peace in 1993 and a Commander in the Most Excellent Order of
the British Empire in 1994. In 1999, he was awarded the Gold Bauhinia Star medal.

Peter Yipis our Chief Executive Officer
and a Vice Chairman of our board of directors. Mr. Yip has also been the Acting Chief Executive Officer of China.com since August 2006. Mr. Yip was a founder of the Company and served as Chief Executive Officer between 1999
and February 2005, and was re-appointed Chief Executive Officer in April 2006. Under his leadership, the Company was one of the first successful initial public offerings of an internet company from Greater China to be listed on NASDAQ, opening the
door for other Chinese entrepreneurs to list their ventures in the U.S. capital markets. Mr. Yip co-founded Yipkon Business Systems in 1978 with his Indian partner from Bangalore, Kumar Konanur. Yipkon, as one of the first Indian
outsourcing companies based in New York, pioneered outsourcing for US companies using Indian resources from Bangalore and successfully grew to US$100M revenue. Mr. Yip sold Yipkon to MCI Worldcom in 1987, just before the market crash, and returned
to Hong Kong to make investments in software and IT companies. In addition, Mr. Yip has made a number of successful co-investments with institutional investors, corporate investors and high net worth individuals, a Temasek Holdings company,
Bechtel Enterprises Inc., Mitsui & Co. Ltd., America Online, Inc. and the Merrill Lynch-Fred Adler Technology Fund II. Mr. Yip has authored research papers published at Harvard Asia Pacific Review, Nanjing University Press,
National Science Foundation. He co-authored a book titled The Chinas Century with former China Premier Zhu Yongji, amongst others. Mr. Yip previously held management positions at KPMG Consulting and Wharton Applied
Research. In 2000, the Wharton Business School presented Mr. Yip with its Asian Alumni Entrepreneur Award. Mr. Yip received a MBA from the Wharton School and a MS and BS in Electrical Engineering from the University of
Pennsylvania. He also received an Associate degree in Engineering and an honorary Doctorate degree in business from Vincennes University, Indiana.

Wong Kwong Chi has served as an independent member of our board of directors since August 2005, a director of CDC Software since October 2006 and a director of CDC Games since September 2006. Mr. Wong is a
managing partner of Asian Global Capital (AGC). Prior to joining AGC, he was a director and Executive Vice President of Transpac Capital Ltd., one of the oldest and largest private equity investment firms in Asia, managing a $820 million portfolio
with investments in approximately 200



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##### Index to Financial Statements

companies in East Asia and the United States. Prior to joining Transpac, Mr. Wong was deputy managing director of Cony Electronics Products Ltd. and
Hung Nien Electronics Ltd. in Hong Kong and president of Cony Electronics Inc. in Chicago. Mr. Wong serves on the boards of Hang Fung Gold Technology Ltd., Fountain Set (Holdings) Limited and Glory Mark Hi-Tech (Holdings) Ltd. Mr. Wong has
served previously as chairman of the Hong Kong Venture Capital Association and was vice chairman of The Hong Kong Electronic Industries Association. He is also a committee member of the Hong Kong Young Industrialists Council; member of Financial
Services Advisory Committee of Hong Kong Trade Development Council and board member of Monte Jade Science and Technology Association of Hong Kong. Mr. Wong received Bachelor of Science and MBA Degrees from the Chinese University of Hong Kong.

Class II Directors

Thomas M.
Britt, III has served as an independent member of our board of directors since May 2000. Mr. Britt is a partner with the international law firm, Debevoise & Plimpton LLP, resident in the firms Hong Kong office. Prior to
joining Debevoise & Plimpton in 2004, Mr. Britt was the Managing Director of IRG Limited, an investment banking boutique he co-founded in 2000. Prior to co-founding IRG, Mr. Britt was the senior partner of the US Securities Group
in the Hong Kong office of Clifford Chance LLP and the founding and managing partner of the Hong Kong office of Rogers & Wells LLP, a leading US law firm. Mr. Britt has a Juris Doctor and an MBA from New York University and a
Bachelors Degree from Georgetown University.

Wang Cheung Yue, Fred has served as an independent member of our board of
directors since October 2005 and has also served as in independent non-executive member of the board of directors of China.com since February 2002 and as the Chairman of the Board of directors of CDC Games since September 2006. The Wang family
founded Salon Films (Hong Kong) Limited, or Salon, in 1969. Mr. Wang has been a director of Salon since 1969 and he has worked with various major Hollywood film and television companies in setting up projects in Asia. Since 1985, Mr. Wang
has been involved with various investment groups in Asia, notably, Unifund S.A., a Geneva based investment service company. Mr. Wang is the Hon. Vice President of the China Film Foundation, a member of the Board of Governors of the Federation
of Hong Kong Business Associations Worldwide, Director of the Board of the Hong Kong International Film Festival Society Limited and Hon. Vice Director of the China Society of Motion Picture and Television Engineers. Mr. Wang graduated with a
Bachelor of Arts Degree in Business and Economics from Whittier College, California.

Class I Directors

Carrick John Cloughhas served as an independent member of our board of directors since December 2003. In addition, Mr. Clough has served as
the Chairman of the executive committee of our board of directors since August 2005 and currently serves as Vice Chairman of the board of directors of CDC Software since May 2006 and Chairman of the board of Praxa Limited. Mr. Clough also
currently serves as Chairman of Corgi International Ltd, a NASDAQ listed company. Further, he has been a special advisor to General Atlantic Partners since December 2000. Before joining General Atlantic Partners, Mr. Clough gained over 25 years
of management experience in the IT industry internationally. He was a co-founder and managing director of the CSSL Group, a mid-range software distributor and hardware reseller in Asia. Prior to co-founding the CSSL Group, Mr. Clough held the
position of general manager of JBA in Asia, an Australia-based worldwide mid-range software distributor, and gained working experience as a consultant in the United Kingdom and Europe. Mr. Clough received his education in New Zealand.

Fang Xinhas served as a member of our board of directors since November 2005 and has also served as a non-executive director of
China.com since July 2005. He is also currently Deputy Director and General Manager of the Asia-Pacific Regional Bureau and Hong Kong SAR Branch of Xinhua News Agency, or Xinhua, and President of Golden Tripod (Holdings) Limited and Golden Tripod
Technology Limited. Golden Tripod Technology Limited, an indirect wholly owned subsidiary of Xinhua, is one of the Companys major shareholders. Mr. Fang is also a senior correspondent of Xinhua, and also serves as a non-executive director
of the Companys Hong Kong listed subsidiary, China.com. Mr. Fang has approximately 25 years of experience in news reporting, editing, economic information analysis, and business management with governmental and non-governmental
organizations and companies. Former positions held by Mr. Fang include serving as the general manager of the Guangdong Provincial Branch of



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Xinhua, the editor of OUTLOOK (a weekly publication of Xinhua), a correspondent for the Shenzhen sub-branch of Xinhua, a director of the Domestic
News for Foreign Service group of the Guangdong Provincial Branch of Xinhua, chief of the Zhuhai sub-branch of Xinhua, and editor-in-chief and director of Economic Information Services of the Guangdong Provincial Branch of Xinhua. Mr. Fang
graduated from Sun Yat-Sen University in Guangzhou, Peoples Republic of China.

CDC Corporation Executive Officers

Mr. Peter Yips biographical information is set forth above under the caption Class III Directors.

Michael Latimore has served as our Chief Financial Officer since April 2007. Mr. Latimore has also served as Chief Financial Officer of
CDC Games since April, 2007 and was Chief Financial Officer of China.com from October 2007 to May 2008. Immediately prior to joining CDC, Mr. Latimore was a Senior Equity Analyst with Raymond James & Associates, where he was
responsible for producing and marketing institutional equity research since 2000. He focused his research on communications and applications software companies, emphasizing the areas of customer interaction management, wireless applications,
and VoIP. Prior to Raymond James, Mr. Latimore served as an Equity Analyst for George K. Baum & Co. and John G. Kinnard & Co. since 1996, concentrating his research efforts there on IP communications software
companies. Mr. Latimore has also served as a Policy Analyst and Research Director for the Minnesota Business Partnership, an association of executives advocating public policy reform. Mr. Latimore holds a J.D. degree from William Mitchell
College of Law and a Bachelor of Arts in Political Science from The John Hopkins University.

Timothy F. Coen joined the company in
April 2008 as Senior Vice President and General Counsel of CDC Corporation. Most recently, from April 2005 to January 2008, Mr. Coen was Vice President, General Counsel & Secretary for IP Unity Glenayre, Inc. and its predecessor
Glenayre Technologies, Inc., a publicly-held global company engaged in the worldwide distribution of complex mobile messaging systems platforms, mobile applications and entertainment media. Mr. Coen brings over twenty five years of domestic and
international corporate and transaction-oriented experience, during which time he has been an attorney in major law firms and an executive-level in-house lawyer. Mr. Coen was formerly of counsel with King & Spalding, LLP from January
1996 to March 1997, a partner in the law firm of Powell Goldstein LLP from March 1997 to March 2003, in house counsel with Concert Communications from February 1992 to September 1995 and with BellSouth Corporation from January 1986 to March 1997.
Mr. Coen has represented numerous technology companies in complex software, technology and professional IT services transactions, as well as in corporate, securities and compliance matters and other complex commercial and financial
transactions. Mr. Coen holds a bachelors degree in Political Science/Pre-Law from Georgia Southern University and a J.D. degree from University of Georgia School of Law.

James W. FitzGibbons joined CDC Corporation as our Chief Accounting Officer in June 2007. Prior to joining CDC, Mr. FitzGibbons was
Controller and Chief Accounting Officer of International Power Group, Ltd., a publicly traded, global alternative energy solutions company from October 2006 to June 2007. Previously, Mr. FitzGibbons served as Vice President, Finance
and Chief Accounting Officer of NDCHealth Corp., a NYSE-traded health services company from January 2004 to June 2006, and was also Vice President and Controller for McKesson Corporations Information Solutions business unit from July 1999 to
December 2003. Mr. FitzGibbons also held a variety of finance management positions, including vice president and principal accounting officer, at Per-Se Technologies, Inc. and was an auditor with Arthur Andersen, LLP. Mr. FitzGibbons
holds a bachelors degree in Accounting from the University of Alabama and is a certified public accountant in the State of Georgia.

CDC Games and
China.com Executive Officers

Jeffrey Longoria was promoted to President of CDC Games International, a subsidiary of CDC Games
Corporation, in October 2007. Prior to this appointment, Mr. Longoria previously served as Senior Vice President of Strategic Alliances at CDC Software Corporation from January 2007 to October 2007. In this capacity, he and his team
managed key relationships with technology, consulting and channel partners, including the strategic relationship with Microsoft and SAP for CDC Software and other companies in the CDC family. Mr. Longoria joined CDC Software through its
acquisition of c360 in April 2006. At c360, a global provider of CRM add-on products, industry-specific CRM solutions and CRM development tools for Microsoft Dynamics CRM, Mr. Longoria served as CEO, from September 2005 to April
2006. Mr.



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Longoria brings more than 25 years of experience in the software and technology industry. From April, 1998 to April 2003, he was President and
co-founder of Connect-Care, Inc. an Atlanta-based customer relationship management software company. Mr. Longoria has also held several management positions for L.I.I., a medical technology company, and Dickens Data Systems, a midrange
hardware and software distribution company. Mr. Longoria holds a BS in Computer Science from the University of North Texas.

John Huen joined CDC Games Corporation as Chief Operating Officer in January 2008. Prior to this appointment, Mr. Huen served as chief operating officer and general manager of Optic Communications, a subsidiary of CDC
Games, from July 2007 to December 2007. Optic Communications was acquired by CDC Games in July 2007 and operates some of the most well-known game titles in the companys portfolio, including Shaiya Online, EVE Online, Shine Online and MIR
III. Mr. Huen has more than 10 years of operating and management experience in the digital content and telecommunications industries in China. Before joining CDC Corporation, from March 2000 to July 2008, Mr. Huen helped manage
several subsidiaries and joint ventures of CITIC Pacific Ltd., conglomerate with extensive businesses in telecommunications, media and IT. Mr. Huen holds a bachelor degree of Engineering from the University of Hong Kong. In 1992, he was awarded
the Swire/Foreign and Commonwealth Scholarship to study for his Masters Degree of Philosophy in Management Studies at the University of Oxford.

CDC
Software Executive Officers

Eric Musser has served as the Chief Executive Officer of CDC Software since May 2007 and was
previously President of CDC Software from October 2004 to May 2007. For nearly 15 years, Mr. Musser has served in a variety of management roles at CDC Software and its acquired enterprise software companies. Prior to his current roles,
Mr. Musser served as CDC Softwares Executive Vice President, Corporate Strategy from May 2006 to October 2006 and Chief Technology Officer for CDC Software from May 2000. Prior to Ross Systems, Mr. Musser held IT management and
production engineering positions in the process industries, where he implemented projects spanning from shop floor automation to ERP integration. As a software entrepreneur earlier in his career, he developed CRM solutions running on the Apple
Macintosh platform for non-profit organizations.

James McDevitt joined CDC Software in May 2007, as Senior Vice
President & General Manager of Global Services, and was promoted to Chief Operating Officer of CDC Software Corporation in April 2008. In his capacity as Chief Operating Officer of CDC Software, Mr. McDevitt has operating
responsibility for the CDC Global Services business unit within CDC Software, as well as responsibility for finance, accounting and IT. Mr. McDevitt brings more than 27 years of operations and finance experience to CDC that includes serving as
a Senior Vice President and Chief Financial Officer of GEAC Computer Corporations SmartEnterprise Solutions Division from 1997 to 2000 and a senior finance and operations executive for GEAC Computer Corporation from 2002 to 2006 and Chief
Financial Officer for Clarus Corporation from 2000 to 2002.

Bruce Cameron has served as the Executive Vice President of Global
Sales and Marketing for CDC Software since June 2008 and was previously the Senior Vice President of Global Sales from September 2007 to June 2008. Previously, he was Senior Vice President of Global Sales for CDC Softwares CRM product line
from January 2006 until September 2007. From January 2005 to September 2006, Mr. Cameron was our Vice President Sales for North America. Mr. Cameron was previously General Manager of the homebuilding vertical at Pivotal Corporation, a company
we acquired, which he joined in April 2004. Mr. Cameron has over 26 years experience in application software management, and has held several positions in the software industry including General Manager at Delano Inc., an e-CRM company
from December 1999 to May 2001, Worldwide Vice President of Sales at QAD International, an ERP company from 1996 through 1999, General Manager and Senior Vice president at JBA International, an ERP



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company, from 1989 thru 1995, and Vice President of Sales and then President of Cimcorp Inc., a MES systems company from 1986 through
1989. Mr. Cameron holds a BSME degree from Rochester Institute of Technology.

Alan MacLamroc has served as Chief
Technology Officer, Executive Vice President, Technology, of CDC Software since April 2007 and is responsible for product management, product engineering and leading the global development. Mr. MacLamroc has more than 20 years of technology
management experience, including seven years serving as chief technology officer. Most recently, Mr. MacLamroc served as Chief Technology Officer at CompuCredit, an information and technology-driven provider and direct marketer of branded
credit cards and related fee-based products and services. Prior to CompuCredit, Mr. MacLamroc served as Chief Technology Officer for MAPICS, Inc., an enterprise business software provider. Prior to MAPICS, he served as Chief Technology Officer
at Clarus, a provider of web-based commerce applications. He has also served in a variety of senior technology management positions at System Software Associates (SSA), IBM and Sprint. Mr. MacLamroc holds a Bachelors of Business
Administration Degree in Computer Information Systems and Personnel Management from Washburn University, and an MBA in Finance from the University of Missouri.

Per Norling has served as the President of CDC Supply Chain since January 2006 and is responsible for global operations of CDC Supply Chain, the supply chain management for distributors division of
CDC Software. His responsibilities include customer-focused software, services, and support solutions, as well as the companys internal operations. Before joining CDC Software, Mr. Norling was chief operating officer of Baan Company in
Europe, the Middle East, and Africa (EMEA). More recently, Mr. Norling was business leader for the EMEA region of Descartes Systems Group (DSG) and a member of the DSG Operations Team. Mr. Norling graduated in 1979 from the School of
Industrial Economics in Linköping with a Master of Science Degree in Engineering. Since then he has garnered over 20 years experience in the IT and manufacturing industries including sales, marketing, manufacturing, consultancy, and
business development roles with Nordic and global industry leaders such as General Electric, Siemens, and Ericsson.

William Geist
has served as Senior Vice President, Customer Services, North America since April 2007. He is responsible for delivery of software services to CDC Softwares North American customers and global support for CDC products. Prior to
joining CDC Software in October 2006, from October 2005 to October 2006, Mr. Geist served as a partner at Tatum, L.L.C., an Atlanta-based national consultancy focused on providing financial, strategic and technology services to companies in
transition, accelerating their business growth and creating value. Previous experience also includes serving as CEO for Application Partners, L.L.C., a consultancy providing business intelligence and data warehousing services, from April 2004 to
June 2005; senior vice president and vice president for Headstrong, Inc., an international consultancy, from September 2000 to December 2003; partner at BDO Seidman LLP, an international accounting and advisory services firm, from May 1999 to June
2000; partner and branch manager of Whittman-Hart, Inc. from September 1997 to December 1998; director and group manager of Cambridge Technology Partners, Inc. from February 1995 to September 1997; vice president, Information Technology and Services
for Scientific Atlanta, Inc from July 1993 to August 1994; and several other IT management positions. Mr. Geist received his MBA in Operations Management and Information Systems from the University of Rochester and his BS in Mathematics
from Bucknell University.

Oscar Pierre has served as Senior Vice President, Latin America for CDC Software since September 2005 and
is responsible for operations activity for all of South Europe and Latin America. In this role, Mr. Pierre works closely with other global division heads to deliver solutions that meet area customer needs. Prior to this role, Mr. Pierre
served as Vice President, European and Latin American operations for Ross Systems. He joined Ross Systems when it acquired the company he founded, Software International SA, and became the managing director of the Spanish-speaking markets. Prior to
Ross Systems, he worked at Data-Pack SA, an ERP software distributor, where he was a managing director before its acquisition by Computer Associates. He then assumed the duties of divisional manager and vice general manager of Computer
Associates Spanish branch.

Niklas Rönnbäck has served as Senior Vice President, Services for EMEA since January
2008. He is responsible for customer service across all product lines in EMEA. Mr. Rönnbäck joined CDC Software in 2004 as Services Director. He has served in a variety of management roles at CDC Software including Vice
President, Operations at CDC Supply Chain from January 2007 to December 2007, Global Services



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Director at CDC Supply Chain from April 2006 to December 2006, Services Director at IMI from August 2004 to March 2006. Mr. Rönnbäck brings
more than 15 years of enterprise software experience, specifically in the implementation of ERP, order management and warehouse management systems. Prior to joining CDC Software, he was President at Öhrwall & Rönnbäck, a
privately held logistics and supply chain consultancy firm from January 1999 to August 2004. Mr. Rönnbäck received his MSc and Licentiate Degree in Industrial Logistics from Luleå University of Technology.

Ian Whitehouse has served as Managing Director, Asia for CDC Software since January 1, 2006 and is responsible for operations activity for
Asia excluding Japan. In this role, Mr. Whitehouse works closely with other global division heads to deliver solutions that meet area customer needs. Prior to this role, Mr. Whitehouse served as Director of Professional Services, CDC
Software Asia. He joined CDC Software in 2002 when it acquired the company he co-founded, Platinum China, where he was also Director of Professional Services. Prior to Platinum China he worked for an ERP software distributor of Dun &
Bradstreet Software in Hong Kong from April 1991 to September 1993 and Xerox in Australia from January 1990 to January 1991.

Anil
Dwivedi has served as CDC Softwares Vice President, Country Manager, Japan and Korea since April 2008. In this role, Mr. Dwivedi is responsible for expanding reseller channels in those countries, and identifying and evaluating merger
and acquisition opportunities, including the expansion of the CDC Software franchise partner program to Japan and Korea. Prior to joining CDC Software in April 2008, Mr. Dwivedi served in various executive leadership positions in the
enterprise software industry in China and Japan including senior business development management roles at Wipro Japan KK in Yokohama, Japan from June 2000 to March 2008, where his responsibilities included consulting large Japanese corporations on
their IT and off-shoring strategies and selling services related to web technologies, Infrastructure, security and ERP; and at HCL in Japan and India from May 1997, where his role was focused on sales of SAP services and alliance with
SAP. Mr. Dwivedi is a graduate of the premier Institutes IIT (Indian Institute of Technology) and Management Graduate of IIM (Indian Institute of Management).

Frank Hung has served as Managing Director, Australia of CDC Software since January 2007 and is responsible for operations activity for all of Australia and New Zealand. Mr. Hung has over 25 years of
experience in the technology sector and has held various international and senior management positions throughout Asia, Australia, New Zealand and Canada. Before joining CDC Software, Mr Hung served as the Managing Director, Australia and Chief
Operating Officer (Asia Pacific) for Maximizer Software from 2001 to 2006 (TSX: MAX), overseeing all CRM operations for the company throughout the entire Asia Pacific region. Prior to Maximizer Software, Mr Hung served as Chief Operating Officer
(Asia) for Powerlan Limited from 1999 to 2001 (ASX: PWR).

Edmund Lau has served as Vice President, Greater China for CDC Software
since January 2007 and is responsible for sales, services and business development in Greater China (Hong Kong, Taiwan and China). Prior to this role, Mr. Lau served as President of Viador from January 2006 to January 2007, a leading provider
of web-based business intelligence solutions. At Viador, Mr. Lau also served in senior sales positions that included vice president of worldwide sales from 2003 to 2005 and Vice President of International Sales from 2001 to 2003, where he
expanded company sales in Europe and Asia Pacific, particularly in the Greater China area from 1985 to 1990. Mr. Lau had also previously served as General Manager of the China/Hong Kong region for Hamilton/Brighton Technology Ltd., a US-based
IT company.

Sean Yu has served as Vice President for Development of CDC Software and Chairman of CDC Software (China) since
May, 2004. He is responsible for establishing, expanding and managing the companys China offshore operations. Prior to joining CDC Software, Mr. Yu held senior positions in the field of supply chain management at Logility and
American Software from October 1997 to April 2004. Earlier in his career, from May 1995 to September 1997, he worked at the Harvard Institute for International Development from conducting economic and investment analysis for international and
government institutions such as the World Bank, the Asian Development Bank, and the U.S. Department of Energy. Mr. Yu received his M.S. in operations research and M.A. in urban planning from Harvard University.

Arthur Masseur has served as Vice President of Finance for CDC Software, EMEA since April 2006. Prior to this role, he served as
International Finance Director of Ross Systems, Inc., since 2001. Mr. Masseur joined Ross Systems in July 1998 as a business consultant. He was promoted to Area Resource Director in August 1999 and to International Finance Director of Ross
Systems in March 2001. Immediately prior to joining Ross Systems, Mr. Masseur served as Finance Director of a division of ITT. Prior to that, Mr. Masseur served as European Controller of Stardent Computers and held senior finance positions
at KPN and Hewlett Packard.



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|B. | Compensation
|-- | ------------

Directors

During the fiscal year ended December 31, 2007, we paid our directors compensation (including directors fees) an aggregate of $0.3 million and
granted them stock appreciation rights with respect to 50,000 Class A common shares, with grant prices ranging between $6.18 and $6.36 per share. Directors are reimbursed for all expenses incurred in connection with each meeting of the board of
directors and when carrying out their duties as directors of CDC.

From January 2007 through September 2007, our director compensation
structure for our non-executive directors was as follows:

For non-executive directors who are not members of the Audit Committee:



|                               |  |                     |       
|------------------------------ |  | ------------------- | ------
|                               |  | Annual Compensation
|Board service                  |  | $                   | 12,500
|Compensation Committee service |  | $                   | 3,750 
|Nominating Committee service   |  | $                   | 3,750 
|Executive Committee service    |  | $                   | 7,500 

For non-executive directors who are members of the Audit Committee:



|                                                  |  |                     |        |  
|------------------------------------------------- |  | ------------------- | ------ | -
|                                                  |  | Annual Compensation |       
|Board service                                     |  | $                   | 25,000 |  
|Chairman of Audit Committee                       |  | $                   | 20,000 | *
|Audit Committee service (other than chairman)     |  | $                   | 15,000 | *
|Compensation Committee service                    |  | $                   | 7,500  |  
|Nominating Committee service                      |  | $                   | 7,500  |  
|Executive Committee service (other than chairman) |  | $                   | 15,000 |  
|Chairman of Executive Committee                   |  | $                   | 20,000 |  



|* | As of October 1, 2007, the fees payable to non-executive members of the Audit Committee for service on the Audit
Committee were increased such that: (i) the Chairman of the Audit Committee receives $40,000 per annum; and (ii) members of the Audit Committee (other than the Chairman) receive $30,000 per annum.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Under our director compensation structure, director compensation is not linked to attendance.

Executive Officers

During the fiscal year end December 31, 2007, we paid our executive officers
named in Item 6.A., Directors, Senior Management and Employees  Directors and Senior Management as a group compensation (including salary, bonus and other incentives) an aggregate of approximately $4.5 million and granted to
them a total of approximately 605,000 stock appreciation rights (SARS) to Class A common shares of CDC Corporation, with exercise prices ranging between $3.99 and $10.36 per share; 1,045,000 options to purchase Class A common shares of CDC
Software Corporation, with exercise prices ranging between $13.33 and $21.40; and, 1,310,000, with exercise prices $2.57. All of such options expire in 2014. We have entered into employment agreements with several of the executive officers named in
Item 6.A., Directors, Senior Management and Employees  Directors and Senior Management. In the fiscal year end December 31, 2007, the annual remuneration range of our executive officers named in Item 6.A.
Directors, Senior Management and Employees (including salary, bonus and other incentives) ranged from $150,000 to $471,000.



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Options Held by Directors and Officers

As of December 31, 2007, of the approximately 12,822,678 outstanding options for the purchase of our Class A common shares, our directors and
executive officers named in Item 6.A., Directors, Senior Management and Employees  Directors and Senior Management, as a group, held options to purchase a total of approximately 8,107,128 of our Class A common shares. The weighted
average exercise price of these options is approximately $4.64 per share. The options granted to such directors and executive officers generally vest 25%, 33-1/3%, 50% or 100% per year on a quarterly basis over a one to four year period, as
applicable, commencing immediately upon grant, on the first quarter or first anniversary of the relevant grant. As of December 31, 2007, such directors and executive officers, as a group, held vested options to purchase approximately 3,122,944
Class A common shares. Other than Mr. Yip, none of our directors or executive officers beneficially holds Class A common shares or options to purchase Class A common shares in excess of 1% of our outstanding Class A shares.

Equity and Equity Incentives in Affiliated Companies by Mr. Peter Yip

Equity Interests in CDC Corporation. The following table sets forth information as of December 31, 2007 with respect to Mr. Peter
Yips beneficial ownership of our Class A common shares, options to purchase Class A common shares and stock appreciation rights.



|                 |  |                 |  |                             |  |                                       |  |                                          |  
|---------------- |  | --------------- |  | --------------------------- |  | ------------------------------------- |  | ---------------------------------------- | -
|Name of Director |  | Number ofshares |  | Number of shareoptions/SARs |  | Nature of interests/ holding capacity |  | Appropriatepercentage ofinterests (%)(1) |  
|Peter Yip        |  | 16,483,649      |  | 5,744,999                   |  | Interest of children or spouse(2)     |  | 20.8                                     | %
|Peter Yip        |  |                |  | 90,000                      |  | Personal/beneficiary(3)               |  | 0.08                                     | %



|(1) | Based on 106,930,800 shares of CDC Class A common stock outstanding as of December 31, 2007.
|--- | --------------------------------------------------------------------------------------------

|(2) | Such amount, includes 16,483,649 Class A common shares and 5,744,999 options/stock appreciation rights (SARs). As of April 30, 2008, APOL held 11,987,253 Class A
common shares and 5,744,999 options/SARs (of which 2,387,492 will become exercisable within 60 days of April 30, 2008). APOL is owned 50% by the spouse of Mr. Yip and 50% by a trust established for the benefit of Mr. Yips spouse
and his children. 4,496,396 of such Class A common shares are held by the spouse of Mr. Yip. Mr. Yip holds 90,000 of such options, all of which are exercisable within 60 days of April 30, 2008.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | These options are exercisable within 60 days of December 31, 2007.
|--- | ------------------------------------------------------------------

Equity Interests in China.com. The following table sets forth information as of December 31, 2007 with respect to Mr. Peter Yips beneficial ownership of the ordinary shares of China.com, a 77%
owned subsidiary of CDC Corporation that is listed on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited. Other than Mr. Yip, none of our directors or executive officers beneficially holds in excess of 1% interest in
China.com.



|                 |  |                 |  |                        |  |                                       |  |                                          |  
|---------------- |  | --------------- |  | ---------------------- |  | ------------------------------------- |  | ---------------------------------------- | -
|Name of Director |  | Number ofshares |  | Number ofShare options |  | Nature of interests/ holding capacity |  | Appropriatepercentage ofinterests (%)(1) |  
|Peter Yip        |  | 3,416,000       |  |                       |  | Corporate (2)                         |  | 0.08                                     | %
|Peter Yip        |  | 900,000         |  | 17,000,000             |  | Personal/beneficiary                  |  | 0.41                                     | %
|Peter Yip        |  |                |  | 239,356,507            |  | Corporate (3)                         |  | 5.46                                     | %



|(1) | Based on 4,381,139,276 shares of China.com issued and outstanding as of December 31, 2007.
|--- | ------------------------------------------------------------------------------------------

|(2) | These shares are beneficially owned by Asia Internet Holdings Limited, a company 100% owned by Mr. Yip.
|--- | -------------------------------------------------------------------------------------------------------

|(3) | These share options are held by Asia Pacific Online Limited, or APOL, a company 50% owned by the spouse of Mr. Yip and 50% owned by a trust established for the benefit of
Mr. Yips spouse and his children.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Equity Incentives Granted by CDC Corporation. The following table sets
forth information with respect to options to purchase our Class A common shares or stock appreciation rights (SARs) granted to Mr. Yip, which were outstanding as of December 31, 2007.



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|                 |  |               |  |                   |  |                         |  |                                                       |     |  |                       |  |                         |  |                                     |     |  |                               |     |  |                                                       
|---------------- |  | ------------- |  | ----------------- |  | ----------------------- |  | ----------------------------------------------------- | --- |  | --------------------- |  | ----------------------- |  | ----------------------------------- | --- |  | ----------------------------- | --- |  | ------------------------------------------------------
|                 |  |               |  |                   |  |                         |  | Number of options or stock appreciation rights (SARs)
|Name of Director |  | Date of grant |  | Exerciseprice ($) |  | Exercise period         |  | Balance asat January 1,2007                           |     |  | Grantedduringthe year |  | Exercisedduringthe year |  | Transferred/cancelledduring theyear |     |  | Balance as atDecember 31,2007 |     |  | Options/SARsvested within 60days
afterDecember 31,2007
|Peter Yip        |  | 6/22/1999     |  | 3.3750            |  | 6/22/2000  6/21/2009   |  | 60,000                                                |     |  |                      |  |                        |  |                                    |     |  | 60,000                        |     |  | 60,000                                                
|                 |  | 1/9/2001      |  | 4.2813            |  | 1/9/2001  1/8/2011     |  | 30,000                                                |     |  |                      |  |                        |  |                                    |     |  | 30,000                        |     |  | 30,000                                                
|                 |  | 6/6/2002      |  | 2.8200            |  | 6/6/2002  6/5/2012     |  | 200,000                                               | (1) |  |                      |  |                        |  | 200,000                             | (3) |  |                               |     |  |                                                      
|                 |  | 6/6/2003      |  | 4.9500            |  | 6/30/2003  6/2/2013    |  | 200,000                                               | (1) |  |                      |  |                        |  |                                    |     |  | 200,000                       | (1) |  | 200,000                                               
|                 |  | 6/16/2003     |  | 5.1600            |  | 9/16/2003  6/15/2013   |  | 100,000                                               | (1) |  |                      |  |                        |  |                                    |     |  | 100,000                       | (1) |  | 100,000                                               
|                 |  | 9/15/2005     |  | 2.9940            |  | 9/15/2005  9/14/2015   |  | 50,000                                                | (1) |  |                      |  |                        |  | 50,000                              | (3) |  |                              |     |  |                                                      
|                 |  | 9/15/2005     |  | 2.9940            |  | 12/15/2005  9/14/2015  |  | 50,000                                                | (1) |  |                      |  |                        |  | 50,000                              | (3) |  |                              |     |  |                                                      
|                 |  | 10/24/2005    |  | 3.2100            |  | 10/24/2006  10/23/2015 |  | 45,000                                                | (1) |  |                      |  |                        |  |                                    |     |  | 45,000                        | (1) |  | 30,005                                                
|                 |  | 1/3/2006      |  | 3.2200            |  | 4/3/2006  1/2/2013     |  | 600,000                                               | (1) |  |                      |  |                        |  |                                    |     |  | 600,000                       | (1) |  | 350,000                                               
|                 |  | 4/12/2006     |  | 3.9900            |  | 7/12/2006  4/11/2013   |  | 2,400,000                                             | (1) |  |                      |  |                        |  |                                    |     |  | 2,400,000                     | (1) |  | 1,200,000                                             
|                 |  | 4/12/2006     |  | 3.9900            |  | 2007 (2)  4/11/2013    |  | 2,399,999                                             | (1) |  |                      |  |                        |  |                                    |     |  | 2,399,999                     | (1) |  |                                                      



|(1) | Such options/SARs were granted to APOL.
|--- | ---------------------------------------

|(2) | The vesting of such options is contingent upon occurrence of certain events. See Item 7.B. Major Shareholders and Related Party Transactions, Related Party
TransactionsAsia Pacific Online Limited.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | During the year, in accordance with the Option Transfer Agreement dated July 15, 2005 and Amendment No.1 to Option Transfer Agreement dated October 2, 2007 by and among
CDC Corporation, Asia Pacific Online Limited and Mr. Peter Yip, an aggregate of 300,000 options were transferred to C W Chu Foundation, a non-profit organization.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Equity Incentives Granted by China.com.The following table sets forth information with respect to options to purchase ordinary shares of
China.com granted to Mr. Yip through December 31, 2007, which were outstanding under China.coms 2002 share option plan.



|                 |  |                                 |  |                                    |  |                   |     |                               |                       |  |                         |  |                      |  |                     |  |                           
|---------------- |  | ------------------------------- |  | ---------------------------------- |  | ----------------- | --- | ----------------------------- | --------------------- |  | ----------------------- |  | -------------------- |  | ------------------- |  | --------------------------
|                 |  |                                 |  |                                    |  | Number of options |     | Price ofChina.comsshares (3)
|Name of Director |  | Date of grantof shareoptions(1) |  | Exerciseprice ofshareoptions(2)HK$ |  | At January 1,2007 |     |                               | Grantedduringthe
year |  | Exercisedduringthe
year |  | Lapsedduringthe year |  | At December 31,2007 |  | At grant dateof optionsHK$
|Peter Yip        |  | 6/5/2003                        |  | 0.626                              |  | 4,000,000         |     |                               |                      |  |                        |  |                     |  | 4,000,000           |  |                          
|                 |  | 10/10/2005                      |  | 0.630                              |  | 4,000,000         |     |                               |                      |  |                        |  |                     |  | 4,000,000           |  |                          
|                 |  | 1/3/2006                        |  | 0.526                              |  | 9,000,000         |     |                               |                      |  |                        |  |                     |  | 9,000,000           |  | 0.526                     
|                 |  | 8/14/2006                       |  | 0.445                              |  | 239,356,507       | (4) |                               |                      |  |                        |  |                     |  | 239,356,507         |  | 0.445                     



|(1) | Except as otherwise set forth in Note 4 below, such options to purchase ordinary shares vest in equal annual installments over a four year period from anniversary of the date of
grant.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The exercise price of such options is subject to adjustment in the case of rights or bonus issues, or other similar changes in China.com share capital.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The price of China.com shares disclosed as at the date of the grant of the share options is The Stock Exchange of Hong Kong Limited closing price on the trading day immediately
prior to the date of the grant of the options.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Such options, which were granted to APOL, were approved by the shareholders of China.com at an extraordinary general meeting held on September 18, 2006.
108,798,412 of such options vest quarterly over a period of time beginning October 1, 2006 and ending July 1, 2008, subject to the terms and conditions of the Executive Services (Acting CEO) (the Services Agreement), as
follows: 12.5% options shall vest from each of 1st October, 2006 and every three months thereafter until July, 2008. With respect to the remaining 130,558,095 of such options, 50% shall vest upon the occurrence of Event 1 or Event 2, as set
forth below, subject to such terms and conditions as are set forth in the Services Agreement, provided: (i) Mr. Yip remains employed by China.com to provide the services on the date of vesting of the relevant portion of those options; and
(ii) the Services Agreement has not otherwise been terminated. Event 1: The grant by the relevant authorities in the PRC of an asset management license or equivalent that would allow China.com or its affiliates or associates to raise and manage
a Renminbi-denominated fund or funds to invest in any of the following: (i) A shares listed on a recognized stock exchange in the PRC; (ii) pre-initial public offering A shares; and (iii) convertible loans. For
Event 1, the vesting date shall be the date of the grant of the license. Event 2: The completion of a real estate development project in the PRC which comprise of both
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

| | residential and commercial units for use by China.com. and CDC Corporation, and for rental to third parties. For Event 2, the vesting date shall be the date
of the completion of the real estate development project, such date to be determined by the board of China.com in their absolute discretion.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Equity and Equity Incentives in CDC Corporation by Dr. Raymond Chien

Equity Interests in CDC Corporation.
The following table sets forth information as of December 31, 2007 with respect to Dr. Raymond Chiens beneficial ownership of our Class A common shares, options to purchase Class A common shares and stock appreciation
rights.



|                 |  |                 |  |                             |  |                                      |     |  |                                            |  
|---------------- |  | --------------- |  | --------------------------- |  | ------------------------------------ | --- |  | ------------------------------------------ | -
|Name of Director |  | Number ofshares |  | Number of shareoptions/SARs |  | Nature of interests/holding capacity |     |  | Appropriate percentageof interests (%) (1) |  
|Raymond Chien   |  | 1,023,773       |  | 130,000                     |  | Personal/beneficiary                 | (2) |  | 1.08                                       | %



|(1) | Based on 106,930,800 shares of CDC Class A common stock outstanding as of December 31, 2007.
|--- | --------------------------------------------------------------------------------------------

|(2) | Of such options, 130,000 options/SARs were exercisable within 60 days of December 31, 2007.
|--- | -------------------------------------------------------------------------------------------

Equity Incentives Granted by CDC Corporation. The following table sets forth information with respect to options to purchase our Class A
common shares granted to Dr. Chien, which were outstanding as of December 31, 2007.



|                 |  |               |  |                   |  |                        |  |                                                       |  |                       |  |                         |  |                                     |  |                               |  |                                                       
|---------------- |  | ------------- |  | ----------------- |  | ---------------------- |  | ----------------------------------------------------- |  | --------------------- |  | ----------------------- |  | ----------------------------------- |  | ----------------------------- |  | ------------------------------------------------------
|                 |  |               |  |                   |  |                        |  | Number of options or stock appreciation rights (SARs)
|Name of Director |  | Date of grant |  | Exerciseprice ($) |  | Exercise period        |  | Balance asat January 1,2007                           |  | Grantedduringthe year |  | Exercisedduringthe year |  | Transferred/cancelledduring theyear |  | Balance as atDecember 31,2007 |  | Options/SARsvested within60 days afterDecember 31,2007
|Raymond Chien   |  | 6/22/1999     |  | 3.3750            |  | 6/22/2000  6/21/2009  |  | 66,667                                                |  |                      |  | 66,667                  |  |                                    |  |                              |  |                                                      
|                 |  | 10/17/2000    |  | 6.8125            |  | 1/17/2001  10/16/2010 |  | 100,000                                               |  |                      |  |                        |  |                                    |  | 100,000                       |  | 100,000                                               
|                 |  | 1/9/2001      |  | 4.2813            |  | 1/9/2001  1/8/2011    |  | 30,000                                                |  |                      |  |                        |  |                                    |  | 30,000                        |  | 30,000                                                
|                 |  | 4/27/2001     |  | 2.7400            |  | 7/27/2001  4/26/2011  |  | 220,000                                               |  |                      |  | 220,000                 |  |                                    |  |                              |  |                                                      
|                 |  | 7/13/2001     |  | 2.9700            |  | 10/13/2001  7/12/2011 |  | 400,000                                               |  |                      |  | 400,000                 |  |                                    |  |                              |  |                                                      
|                 |  | 4/27/2005     |  | 2.6860            |  | 7/27/2005  4/26/2015  |  | 62,500                                                |  |                      |  | 62,500                  |  |                                    |  |                              |  |                                                      
|                 |  | 1/1/2006      |  | 3.2200            |  | 7/1/2006  12/31/2015  |  | 45,000                                                |  |                      |  | 45,000                  |  |                                    |  |                              |  |                                                      
|                 |  | 11/9/2007     |  | 6.1800            |  | 2/9/2009  11/8/2014   |  |                                                       |  | 25,000                |  |                        |  |                                    |  | 25,000                        |  | 25,000                                                

CDC Corporation Equity Incentive Plans

2005 Stock Incentive Plan

The CDC Corporation 2005 Stock Incentive Plan, or the 2005 Plan, was
adopted by our shareholders at the annual general meeting of our shareholders held on November 4, 2005. 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.

A summary of the 2005 Plan is set forth below, and is qualified in its entirety by
reference to the 2005 Plan, a copy of which has been filed with the Securities and Exchange Commission.

Purpose. The 2005 Plan is
intended to make available incentives that will assist us in attracting and retaining key employees and to encourage them to increase their efforts to promote our business and the business of our subsidiaries. We may provide these incentives through
the grant of stock options, stock appreciation rights, restricted stock awards, restricted unit awards, performance shares and performance cash.

Shares Subject to 2005 Plan. Subject to adjustments under certain conditions, the maximum aggregate number of Class A Common Shares, or 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 our previous equity incentive plan, the 1999 Stock Option Plan, or the 1999 Plan. In November 2007, our shareholders approved
an amendment to the 2005 Plan to increase the number of Shares available for future grant by 10.0 million Shares. At December 31, 2007, 3,303,581 Class A common shares of CDC Corporation were outstanding under the 2005 Plan with a
weighted average exercise price of approximately $5.23 per share, of which 994,319 options had vested. We currently have an aggregate of 10,674,176 Shares available for future grant under the 2005 Plan and the 1999 Plan.



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##### Index to Financial Statements

Appropriate adjustments will be made in the number of authorized shares and in outstanding awards to
prevent dilution or enlargement of grantees rights in the event of a stock split or other change our capital structure. Shares as to which an award is granted under the 2005 Plan that remain unexercised at their expiration, are forfeited or
are otherwise terminated may be the subject of the grant of further awards under the 2005 Plan. Shares covered by an award granted under the 2005 Plan shall not be counted as used unless and until they are actually issued and delivered to the
grantee. The Shares available will not be reduced by awards settled in cash.

Administration. The administrator of our 2005 Plan
will generally be a committee appointed by our Board of Directors. We intend that this committee shall consist solely of two or more outside directors so that awards granted pursuant to the 2005 Plan will qualify as
performance-based compensation under Section 162(m) of the Internal Revenue Code. Subject to the provisions of the 2005 Plan, the administrator determines in its discretion the persons to whom and the times at which awards are
granted, the types and sizes of such awards, and all of their terms and conditions. All awards must be evidenced by a written agreement between us and the grantee. The administrator may amend, cancel or renew any award, waive any restrictions or
conditions applicable to any award, and accelerate, continue, extend or defer the vesting of any award. The administrator has the authority to construe and interpret the terms of the 2005 Plan and awards granted under it.

Eligibility. Awards may be granted under the 2005 Plan to any of our employees, directors, and consultants or any employees, directors or
consultants of any of our related entities including any parent, subsidiary or other business in which we hold a substantial ownership interest. While we grant incentive stock options only to employees, we may grant non-qualified stock options,
stock appreciation rights, restricted stock awards, restricted unit awards, performance shares and performance cash to any eligible grantee.

Stock Options. The administrator may grant non-qualified stock options, incentive stock options within the meaning of Section 422 of the Internal Revenue Code, or any combination of these. The exercise price of each
non-qualified stock option may not be less than 85% of the fair market value of our Shares on the date of grant. The exercise price of each incentive stock option may not be less than the fair market value of our Shares on the date of grant. Any
incentive stock option granted to a person who owns stock possessing more than 10% of the voting power of all classes of our stock or any parent or subsidiary must have an exercise price not less than 110% of the fair market value of our Shares on
the date of grant and a term not exceeding five years. The term of all other options may not exceed seven years. The administrator may amend the exercise price of any option. Options vest and become exercisable at such times or upon such events and
subject to such terms, conditions, performance criteria or restrictions as specified by the administrator. Unless a longer period is provided by the administrator, an option generally will remain exercisable up to one month following the cessation
of employment, except that if cessation of employment is as a result of the grantees death or disability, the option generally will remain exercisable for the one year period following such cessation, but in any event not beyond the expiration
of its term.

Stock Appreciation Rights. A stock appreciation right gives a grantee the right to receive the appreciation, if any,
in the fair market value of our Shares on the date of its exercise over the exercise price. We generally pay the appreciation in Shares, in accordance with the terms of the grantees award agreement. The administrator may grant stock
appreciation rights under the 2005 Plan in tandem with a related stock option or as a freestanding award. A tandem stock appreciation right is exercisable only at the time and to the same extent that the related option is exercisable, and its
exercise causes the related option to be canceled. The exercise price of a tandem stock appreciation right shall be the exercise price per share under the related stock option. Freestanding stock appreciation rights vest and become exercisable at
the times and on the terms established by the administrator. The exercise price of a freestanding stock appreciation right shall not be less than 85% of the fair market value of our Shares on the date of grant. The maximum term of any stock
appreciation right granted under the 2005 Plan is seven years.

Restricted Stock Awards. The administrator may grant restricted
stock awards under the 2005 Plan subject to vesting conditions determined by the administrator (including vesting conditions based on service



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##### Index to Financial Statements

or performance criteria). Shares granted as restricted stock awards may not be transferred by the grantee until vested. A grantees rights in unvested
restricted stock generally will lapse and his unvested restricted stock will be forfeited back to us one month following his termination of employment with us for any reason unless the administrator otherwise determines in its sole discretion.
Grantees holding restricted stock will have all the rights of a shareholder with respect to such award (including the right to any dividends paid), except that dividends or other distributions paid in shares will be subject to the same restrictions
as the original award. The 2005 Plan also authorizes the administrator to establish a deferred compensation award program under which selected grantees may elect to receive fully vested restricted stock in lieu of compensation otherwise payable in
cash or in lieu of cash or shares of stock otherwise issuable upon the exercise of stock options, stock appreciation rights, performance shares or performance cash.

Restricted Unit Awards. Restricted units granted under the 2005 Plan mean the right, awarded to a grantee pursuant to an award agreement, to receive an amount in cash equal to the fair market value of one share
for such consideration, if any, and subject to such terms set forth in the award agreement and such other restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions and other terms as established by the
administrator. The administrator may grant restricted unit awards subject to the attainment of performance goals similar to those described below in connection with performance shares and performance units, or may make the awards subject to vesting
conditions similar to those applicable to restricted stock awards. Grantees have no voting rights or rights to receive cash dividends with respect to restricted unit awards until our Shares are issued in settlement of such awards. However, the
administrator may grant restricted unit awards that entitle their holders to receive dividend equivalents, which are rights to receive additional restricted units for a number of shares whose value is equal to any cash dividends we pay.

Performance Shares and Performance Cash. The administrator may grant performance shares and performance cash under the 2005 Plan, which are
awards that will result in a payment to a grantee only if specified performance goals are achieved during a specified performance period. Performance share awards are denominated in our Shares, while performance cash awards are denominated in cash.
To the extent earned, performance share and performance cash awards may be settled in cash, Shares, including restricted stock, or any combination of these. Unless otherwise determined by the administrator, if a grantees service terminates due
to death or disability before the completion of the applicable performance period, the final award value is determined at the end of the period on the basis of the performance goals attained during the entire period, but payment is prorated for the
portion of the period during which the grantee remained in service.

Maximum Grants. The maximum number of options or stock
appreciation rights which may be awarded to any grantee during any annual period is 1,000,000 in the aggregate. The maximum number of Shares which may be awarded to any grantee during any annual period as restricted stock, restricted units or
performance shares is 500,000 in the aggregate. The maximum amount of performance cash which any grantee may earn during any annual period is $500,000. These maximum grants are included so that awards granted pursuant to the 2005 Plan will qualify
as performance-based compensation under Section 162(m) of the Internal Revenue Code.

Nontransferability of
Awards. Incentive stock options granted under the 2005 Plan shall by its terms be nontransferable by the grantee except by will or the laws of descent and distribution of the jurisdiction wherein the grantee is domiciled at the time of
death. For other awards, the administrator may (but need not, and subject to the terms provided by the award agreement) permit other transfers, where the administrator concludes that such transferability is appropriate and desirable.

Change in Control. If a change in control shall occur, then the administrator may make such adjustments as it, in its discretion, determines
are necessary or appropriate in light of the change in control (including, without limitation, the substitution of shares other than our Shares as the Shares subject to award under the 2005 Plan, and the acceleration of the exercisability or vesting
of the awards), provided that the administrator determines that such adjustments do not have a substantial adverse economic impact on the grantee as determined at the time of the adjustments.

Amendment and Termination. The 2005 Plan will continue in effect until the tenth anniversary of its approval by the shareholders, unless
earlier terminated by our Board of Directors. Our Board of Directors may amend, suspend or terminate the 2005 Plan as it shall deem advisable, except that no amendment may



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##### Index to Financial Statements

adversely affect a grantee with respect to awards previously granted unless such amendments are in connection with compliance with applicable laws; provided
that the Board of Directors may not make any amendment in the 2005 Plan that would, if such amendment were not approved by the shareholders, cause the 2005 Plan to fail to comply with any requirement of applicable laws, unless and until shareholder
approval is obtained. No award may be granted during any suspension of the 2005 Plan or after termination of the 2005 Plan.

Non-U.S.
Subsidiaries. Without amending the 2005 Plan, in consideration of us not being a U.S. corporation, the administrator may allow for participation by employees of our non-U.S. subsidiaries with such modifications of the terms and conditions
otherwise specified in the 2005 Plan as may, in the judgment of the administrator, be necessary or desirable to foster and promote achievement of the purposes of the 2005 Plan. Any limitations on the number of Shares which may be issued pursuant to
all awards set forth in the 2005 Plan shall be applied and administered with respect to the aggregate of the 2005 Plan and all such separate plans.

1999 Stock Option Plan

We also maintain our 1999 Stock Option Plan, or the 1999 Plan. A summary of the 1999 Plan is set
forth below, and is qualified in its entirety by reference to the 1999 Plan, a copy of which has been filed with the Securities and Exchange Commission.

Our directors, executive officers and employees are eligible to receive options under the 1999 Plan. Pursuant to the 1999 Plan, as amended, options may be granted to our directors, executive officers, employees and
consultants and the directors, executive officers, employees and consultants of our subsidiaries for the purchase of up to an aggregate of 20.0 million of our Class A common shares, of which 0.6 million remain available for grant
under the 1999 Plan. At December 31, 2007, options to purchase 9,519,097 of our Class A common shares of CDC Corporation were outstanding under the 1999 Plan, with a weighted average exercise price of $4.63. Of such outstanding options,
5,342,912 had vested. We currently have an aggregate of 10,674,176 Shares available for future grant under the 2005 Plan and the 1999 Plan.

The 1999 Plan is administered by the compensation committee of our Board of Directors, which determines, at its discretion, the number of Class A common shares subject to each option granted and the related purchase price and option
period.

The 1999 Plan requires that each option will expire on the date specified by the compensation committee, but not more than ten
years from the date on which the option was granted. Under the 1999 Plan, unless otherwise specified in the option award agreement, upon the voluntary termination of employment by an option holder or termination of an option holder for cause by us,
any options granted under the 1999 Plan to the option holder generally will terminate. If termination was due to death, retirement or disability, the option holder, or his or her successors, have a period of one year within which to exercise the
option holders options. If termination was due to any other reason, options granted under the 1999 Plan may be exercised within three months of the termination. Options granted are nontransferable except by will or as otherwise authorized by
the compensation committee.

Upon the occurrence of any change in our capital structure, including any merger, liquidation, reorganization,
or recapitalization, the compensation committee may amend the 1999 Plan to preserve the rights of option holders substantially proportionate to their rights existing prior to the occurrence of such event, as it may deem necessary. Upon the
occurrence of a change of control, the compensation committee may amend the 1999 Plan as it may deem appropriate provided that such adjustments do not have a substantial adverse impact on the option holder. Unless terminated earlier by action of our
board of directors, the 1999 Plan will terminate on May 17, 2009, the ten year anniversary of the approval of the 1999 Plan by our Board of Directors and shareholders.

Assumption of Ross 1998 Incentive Stock Plan

In connection with our acquisition of Ross
Systems, Inc. which was consummated in August 2004, we agreed to replace Ross stock options with an exercise price of $19.00 per share or less with options to purchase our Class A common shares under substantially similar terms. The Ross stock
options had been issued under Ross 1998 Incentive Stock Plan, and Ross had previously registered the shares issuable under such plan with the Securities and Exchange Commission. Pursuant to the terms of the amended merger



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##### Index to Financial Statements

agreement with Ross, each Ross stock option was converted into an option to acquire our shares based on a conversion ratio of 4.358 CDC options for each Ross
stock option. In connection with the merger, we assumed Ross 1998 Incentive Stock Plan, and registered with the Securities and Exchange Commission 950,000 Class A common shares which represented the aggregate number of Class A common
shares that may be issued upon exercise of the options which had been granted under Ross 1998 Incentive Stock Plan and 1,400,000 Class A common shares which represented the aggregate number of Class A common shares that may be issued
upon exercise of options which could still be granted under Ross 1998 Incentive Stock Plan.

As of March 31, 2008, we had not
granted any additional options under the Ross 1998 Incentive Stock Plan.

2004 Employee Share Purchase Plan

During 2004, we established and implemented an employee share purchase plan, or ESPP, which allows eligible employees to purchase our Class A common
shares at a discount through payroll deductions during two annual purchase periods. The eligibility criteria for participation in the ESPP include the following:



| |  |  | completion of at least 180 days of continuous service with us or an eligible subsidiary;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | customarily work more than 20 hours per week and five months in a year for us or an eligible subsidiary; and
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | the participant owns less than 5% ownership of the total combined voting power or value of all classes of our capital stock or the capital stock of any of our
subsidiaries.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Nationals of the PRC who reside in the PRC as a permanent resident are not eligible to participate in the
ESPP. The two purchase periods over every twelve-month time span are from October 1 to March 31 of the following year and April 1 to September 30 of the same year. Participants in the ESPP may select payroll deductions in whole
percentages, from 1% to 10% of base salary. Class A common shares are purchased using the funds set aside through the payroll deductions at the end of each purchase period at a 15% discount to the lower of the market value of a Class A
common share on the first day of the purchase period or the last day of the purchase period. We have set a limit of 1,000 shares as the number of shares that any single employee may purchase in any single purchase period. We have reserved an
aggregate of 2,000,000 Class A common shares for issuance under the ESPP, and an aggregate of no more than 300,000 Class A common shares are available for purchase during any purchase period. In connection with implementing the 2004 ESPP,
we terminated our prior employee share purchase plans which had previously been suspended.

As of December 31, 2007, we had issued
533,103 Class A common shares under the ESPP.

China.com Equity Incentive Plans

China.com has adopted three share option schemes pursuant to which it may issue options to acquire its ordinary shares, par value HK$0.10 per share:
(i) the Pre-IPO Share Option Scheme; (ii) the Post-IPO Share Option; and (iii) the 2002 Share Option Scheme. Under these share option schemes, China.com may generally issue options to directors, employees, advisors, consultants,
vendors and suppliers. The maximum number of shares which can be granted under the Pre-IPO Scheme and the Post-IPO Scheme must not exceed 10% of the issued share capital of China.com as of the date of the listing of its shares on the Growth
Enterprise Market, or GEM, of the Hong Kong Stock Exchange. The maximum number of shares which can be granted under the 2002 Scheme must not exceed 10% of the issued share capital of China.com at the date of approval of the scheme. As of
December 31, 2007, the number of shares issuable under the Pre-IPO Scheme, the Post-IPO Scheme and the 2002 Scheme were 11,980,000 shares, 1,279,012 shares and 340,899,322 shares, respectively, which represented approximately 8.1% of the
aggregate of China.coms shares in issue at that date. Pursuant to the Pre-IPO Scheme and the Post-IPO Scheme, no participant shall be granted an option which, if accepted and exercised in full, would result in such a participants maximum



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##### Index to Financial Statements

entitlement exceeding 25% of the aggregate number of shares of China.com subject to such schemes. The maximum number of shares issuable as options to each
eligible participant in the 2002 Scheme in any 12 month period shall not exceed, without shareholder approval, 1% of the issued share capital of China.com from time to time. All share options must be exercised within 10 years from the date of grant.
The exercise price for options issued under the Pre-IPO Scheme was set at HK$1.88 per share. The exercise price of options issued under the Post-IPO Scheme and the 2002 Scheme is determined by the directors of China.com, but may not be less than the
higher of the following:



| |  |  | the closing price of China.coms shares on the Hong Kong Stock Exchange on the date of grant of the options;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | the average of the closing prices of China.coms shares for the five trading days immediately preceding the date of grant of the share options; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the nominal value of China.coms shares.
| | - |  | ----------------------------------------

CDC Software Corporation 2007 Stock Incentive Plan

CDC Software has adopted and we, as sole shareholder, have approved the
CDC Software Corporation 2007 Stock Incentive Plan, or the 2007 Plan. A summary of the 2007 Plan is set forth below, and is qualified in its entirety by reference to the 2007 Plan, a copy of which has been filed with the Securities and Exchange
Commission as an exhibit to this Annual Report.

Purpose.The 2007 Plan is intended to make available incentives that will assist
CDC Software in attracting and retaining key employees and to encourage them to increase their efforts to promote the business of CDC Software and its subsidiaries. CDC Software may provide these incentives through the grant of share options, share
appreciation rights, restricted share awards, restricted unit awards, performance shares and performance cash.

Shares Subject to 2007
Plan. Subject to adjustments under certain conditions, the maximum aggregate number of CDC Software Corporation Class A common shares, or CDC Software Shares, that may be issued pursuant to all awards under the 2007 Plan is 3,750,000. At
December 31, 2007 options to purchase 1,975,000 of CDC Software Shares have been granted under the 2007 Plan. The options will vest in equal installments on a quarterly basis over the three year period immediately following the consummation of
an initial public offering of CDC Software Shares, and have an expiration date on the seventh anniversary of the date of grant.

Appropriate adjustments will be made in the number of authorized shares and in outstanding awards to prevent dilution or enlargement of grantees rights in the event of a share split or other change in CDC Softwares capital
structure. Shares as to which an award is granted under the 2007 Plan that remain unexercised at their expiration, are forfeited or are otherwise terminated may be the subject of the grant of further awards under the 2007 Plan. CDC Software Shares
covered by an award granted under the 2007 Plan shall not be counted as used unless and until they are actually issued and delivered to the grantee. The CDC Software Shares available will not be reduced by awards settled in cash.

Administration. The administrator of the 2007 Plan will generally be the compensation committee of CDC Software appointed by the CDC
Software Board of Directors. Subject to the provisions of the 2007 Plan, the administrator determines in its discretion the persons to whom and the times at which awards are granted, the types and sizes of such awards, and all of their terms and
conditions. All awards must be evidenced by a written agreement between CDC Software and the grantee. The administrator may amend, cancel or renew any award, waive any restrictions or conditions applicable to any award, and accelerate, continue,
extend or defer the vesting of any award. The administrator has the authority to construe and interpret the terms of the 2007 Plan and awards granted under it.

Eligibility. Awards may be granted under the 2007 Plan to employees, directors, and consultants of CDC Software or any related entity, including any parent, subsidiary or other business in which CDC Software,
any parent or subsidiary holds a substantial ownership interest. While CDC Software grants



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incentive stock options only to employees, CDC Software may grant non-qualified options, share appreciation rights, restricted share awards,
restricted unit awards, performance shares and performance cash to any eligible grantee.

Stock Options.The administrator may grant
non-qualified options, incentive stock options within the meaning of Section 422 of the Internal Revenue Code, or any combination of these. The exercise price of each non-qualified option may not be less than 85% of the fair market
value of CDC Softwares shares on the date of grant. The exercise price of each incentive stock option may not be less than the fair market value of CDC Softwares shares on the date of grant. Any incentive stock option granted to a person
who owns shares possessing more than 10% of the voting power of all classes of shares of CDC Software or any parent or subsidiary must have an exercise price not less than 110% of the fair market value of CDC Softwares shares on the date of
grant and a term not exceeding five years. The term of all other options may not exceed seven years. The administrator may amend the exercise price of any option. Options vest and become exercisable at such times or upon such events and subject to
such terms, conditions, performance criteria or restrictions as specified by the administrator. Unless a longer period is provided by the administrator, an option generally will remain exercisable up to one month following the cessation of
employment, except that if cessation of employment is as a result of the grantees death or disability, the option generally will remain exercisable for the one year period following such cessation, but in any event not beyond the expiration of
its term.

Share Appreciation Rights. A share appreciation right gives a grantee the right to receive the appreciation, if any, in
the fair market value of CDC Softwares shares on the date of its exercise over the exercise price. CDC Software generally pays the appreciation in shares, in accordance with the terms of the grantees award agreement. The administrator
may grant share appreciation rights under the 2007 Plan in tandem with a related option or as a freestanding award. A tandem share appreciation right is exercisable only at the time and to the same extent that the related option is exercisable, and
its exercise causes the related option to be canceled. The exercise price of a tandem share appreciation right shall be the exercise price per share under the related option. Freestanding share appreciation rights vest and become exercisable at the
times and on the terms established by the administrator. The exercise price of a freestanding share appreciation right shall not be less than 85% of the fair market value of CDC Softwares shares on the date of grant. The maximum term of any
share appreciation right granted under the 2007 Plan is seven years.

Restricted Share Awards. The administrator may grant
restricted share awards under the 2007 Plan subject to vesting conditions determined by the administrator (including vesting conditions based on service or performance criteria). Shares granted as restricted share awards may not be transferred by
the grantee until vested. A grantees rights in unvested restricted shares generally will lapse and his unvested restricted share will be forfeited back to CDC Software one month following his termination of employment with CDC Software for any
reason unless the administrator otherwise determines in its sole discretion. Grantees holding restricted shares will have all the rights of a shareholder with respect to such award (including the right to any dividends paid), except that dividends
or other distributions paid in shares will be subject to the same restrictions as the original award. The 2007 Plan also authorizes the administrator to establish a deferred compensation award program under which selected grantees may elect to
receive fully vested restricted shares in lieu of compensation otherwise payable in cash or in lieu of cash or shares otherwise issuable upon the exercise of options, share appreciation rights, performance shares or performance cash.

Restricted Unit Awards. Restricted units granted under the 2007 Plan mean the right, awarded to a grantee pursuant to an award agreement, to
receive an amount in cash equal to the fair market value of one share for such consideration, if any, and subject to such terms set forth in the award agreement and such other restrictions on transfer, rights of first refusal, repurchase provisions,
forfeiture provisions and other terms as established by the administrator. The administrator may grant restricted unit awards subject to the attainment of performance goals similar to those described below in connection with performance shares and
performance units, or may make the awards subject to vesting conditions similar to those applicable to restricted share awards. Grantees have no voting rights or rights to receive cash dividends with respect to restricted unit awards until CDC
Software shares are issued in settlement of such awards. However, the administrator may grant restricted unit awards that entitle their holders to receive dividend equivalents, which are rights to receive additional restricted units for a number of
shares whose value is equal to any cash dividends we pay.



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Performance Shares and Performance Cash. The administrator may grant performance shares and
performance cash under the 2007 Plan, which are awards that will result in a payment to a grantee only if specified performance goals are achieved during a specified performance period. Performance share awards are denominated in CDC Software
shares, while performance cash awards are denominated in cash. To the extent earned, performance share and performance cash awards may be settled in cash, shares, including restricted shares, or any combination of these. Unless otherwise determined
by the administrator, if a grantees service terminates due to death or disability before the completion of the applicable performance period, the final award value is determined at the end of the period on the basis of the performance goals
attained during the entire period, but payment is prorated for the portion of the period during which the grantee remained in service.

Maximum Grants. The maximum number of options or share appreciation rights which may be awarded to any grantee during any annual period is 1,000,000 in the aggregate. The maximum number of shares which may be awarded to any grantee
during any annual period as restricted shares, restricted units or performance shares is 500,000 in the aggregate. The maximum amount of performance cash which any grantee may earn during any annual period is $0.5 million.

Amendment and Termination. The 2007 Plan will continue in effect until the tenth anniversary of its approval by the shareholders, unless
earlier terminated by CDC Softwares board of directors. CDC Softwares board of directors may amend, suspend or terminate the 2007 Plan as it shall deem advisable, except that no amendment may adversely affect a grantee with respect to
awards previously granted unless such amendments are in connection with compliance with applicable laws; provided that the board of directors may not make any amendment in the 2007 Plan that would, if such amendment were not approved by the
shareholders, cause the 2007 Plan to fail to comply with any requirement of applicable laws, unless and until shareholder approval is obtained. No award may be granted during any suspension of the 2007 Plan or after termination of the 2007 Plan.

CDC Games Corporation 2007 Stock Incentive Plan

CDC Games has adopted and we, as sole shareholder, have approved the CDC Games Corporation 2007 Stock Incentive Plan, or the 2007 Games Plan. A summary of the 2007 Games Plan is set forth below, and is qualified in
its entirety by reference to the 2007 Games Plan, a copy of which has been filed with the Securities and Exchange Commission as an exhibit to this Annual Report.

Purpose. The 2007 Games Plan is intended to make available incentives that will assist CDC Games to attract and retain key employees and to encourage them to increase their efforts to promote its business and
the business of its subsidiaries. CDC Games may provide these incentives through the grant of stock options, stock appreciation rights, restricted stock awards, restricted unit awards, performance shares and performance cash.

Shares Subject to 2007 Games Plan. Subject to adjustments under certain conditions, the maximum aggregate number of Class A common shares of
CDC Games Corporation which may be issued pursuant to all awards under the 2007 Games Plan is 3,750,000. At December 31, 2007 options to purchase 1,718,000 of CDC Games Shares have been granted under the 2007 Games Plan. The options will vest
in equal installments on a quarterly basis over the three year period immediately following the consummations of an initial public offering of CDC Games Shares, and have an expiration date on the seventh anniversary of the date of grant.

Appropriate adjustments will be made in the number of authorized shares and in outstanding awards to prevent dilution or enlargement of grantees
rights in the event of a stock split or other change in CDC Games capital structure. Shares as to which an award is granted under the 2007 Games Plan that remain unexercised at their expiration, are forfeited or are otherwise terminated may be
the subject of the grant of further awards under the 2007 Games Plan. Shares covered by an award granted under the 2007 Games Plan shall not be counted as used unless and until they are actually issued and delivered to the grantee. The CDC Games
shares available will not be reduced by awards settled in cash.



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Administration. The administrator of the 2007 Games Plan will generally be a committee appointed
by the board of directors, which committee we intend to consist solely of two or more outside directors so that awards granted pursuant to the 2007 Games Plan will qualify as performance-based compensation under
Section 162(m) of the Internal Revenue Code. Subject to the provisions of the 2007 Games Plan, the administrator determines in its discretion the persons to whom and the times at which awards are granted, the types and sizes of such awards, and
all of their terms and conditions. All awards must be evidenced by a written agreement between CDC Games and the grantee. The administrator may amend, cancel or renew any award, waive any restrictions or conditions applicable to any award, and
accelerate, continue, extend or defer the vesting of any award. The administrator has the authority to construe and interpret the terms of the 2007 Games Plan and awards granted under it.

Eligibility. Awards may be granted under the 2007 Games Plan to employees, directors, and consultants of CDC Games or any related entity,
including any parent, subsidiary or other business in which CDC Games, any parent or subsidiary thereof holds a substantial ownership interest. While CDC Games grants incentive stock options only to employees, it may grant non-qualified stock
options, stock appreciation rights, restricted stock awards, restricted unit awards, performance shares and performance cash to any eligible grantee.

Stock Options. The administrator may grant non-qualified stock options, incentive stock options within the meaning of Section 422 of the Internal Revenue Code, or any combination of these. The
exercise price of each non-qualified stock option may not be less than 85% of the fair market value of CDC Games shares on the date of grant. The exercise price of each incentive stock option may not be less than the fair market value of CDC
Games shares on the date of grant. Any incentive stock option granted to a person who owns stock possessing more than 10% of the voting power of all classes of stock of CDC Games or any parent or subsidiary thereof must have an exercise price
not less than 110% of the fair market value of CDC Games shares on the date of grant and a term not exceeding five years. The term of all other options may not exceed seven years. The administrator may amend the exercise price of any option.
Options vest and become exercisable at such times or upon such events and subject to such terms, conditions, performance criteria or restrictions as specified by the administrator. Unless a longer period is provided by the administrator, an option
generally will remain exercisable up to one month following the cessation of employment, except that if cessation of employment is as a result of the grantees death or disability, the option generally will remain exercisable for the one year
period following such cessation, but in any event not beyond the expiration of its term.

Stock Appreciation Rights. A stock
appreciation right gives a grantee the right to receive the appreciation, if any, in the fair market value of CDC Games shares on the date of its exercise over the exercise price. CDC Games may pay the appreciation either in cash or in shares in
accordance with the terms of the grantees award agreement. The administrator may grant stock appreciation rights under the 2007 Games Plan in tandem with a related stock option or as a freestanding award. A tandem stock appreciation right is
exercisable only at the time and to the same extent that the related option is exercisable, and its exercise causes the related option to be canceled. The exercise price of a tandem stock appreciation right shall be the exercise price per share
under the related stock option. Freestanding stock appreciation rights vest and become exercisable at the times and on the terms established by the administrator. The exercise price of a freestanding stock appreciation right shall not be less than
85% of the fair market value of CDC Games shares on the date of grant. The maximum term of any stock appreciation right granted under the 2007 Games Plan is seven years.

Restricted Stock Awards. The administrator may grant restricted stock awards under the 2007 Games Plan subject to vesting conditions determined by
the administrator (including vesting conditions based on service or performance criteria). Shares granted as restricted stock awards may not be transferred by the grantee until vested. A grantees rights in unvested restricted stock generally
will lapse and his unvested restricted stock will be forfeited back to CDC Games one month following his termination of employment with CDC Games for any reason unless the administrator otherwise determines in its sole discretion. Grantees holding
restricted stock will have all the rights of a shareholder with respect to such award (including the right to any dividends paid), except that dividends or other distributions paid in shares will be subject to the same restrictions as the original
award. The 2007 Plan also authorizes the administrator to establish a deferred compensation award program under which selected grantees may elect



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to receive fully vested restricted stock in lieu of compensation otherwise payable in cash or in lieu of cash or shares of stock otherwise issuable upon the
exercise of stock options, stock appreciation rights, performance shares or performance cash.

Restricted Unit Awards. Restricted
units granted under the 2007 Games Plan mean the right, awarded to a grantee pursuant to an award agreement, to receive an amount in cash equal to the fair market value of one share for such consideration, if any, and subject to such terms set forth
in the award agreement and such other restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions and other terms as established by the administrator. The administrator may grant restricted unit awards subject to
the attainment of performance goals similar to those described below in connection with performance shares and performance units, or may make the awards subject to vesting conditions similar to those applicable to restricted stock awards. Grantees
have no voting rights or rights to receive cash dividends with respect to restricted unit awards until CDC Games shares are issued in settlement of such awards. However, the administrator may grant restricted unit awards that entitle their
holders to receive dividend equivalents, which are rights to receive additional restricted units for a number of shares whose value is equal to any cash dividends we pay.

Performance Shares and Performance Cash. The administrator may grant performance shares and performance cash under the 2007 Games Plan, which are awards that will result in a payment to a grantee only if
specified performance goals are achieved during a specified performance period. Performance share awards are denominated in CDC Games shares, while performance cash awards are denominated in cash. To the extent earned, performance share and
performance cash awards may be settled in cash, shares, including restricted stock, or any combination of these. Unless otherwise determined by the administrator, if a grantees service terminates due to death or disability before the
completion of the applicable performance period, the final award value is determined at the end of the period on the basis of the performance goals attained during the entire period, but payment is prorated for the portion of the period during which
the grantee remained in service.

Maximum Grants. The maximum number of options or stock appreciation rights which may be awarded to
any grantee during any annual period is 1,000,000 in the aggregate. The maximum number of shares which may be awarded to any grantee during any annual period as restricted stock, restricted units or performance shares is 500,000 in the aggregate.
The maximum amount of performance cash which any grantee may earn during any annual period is $0.5 million.

Amendment and
Termination. The 2007 Games Plan will continue in effect until the tenth anniversary of its approval by the shareholders, unless earlier terminated by CDC Games board of directors. CDC Games board of directors may amend, suspend
or terminate the 2007 Games Plan as it shall deem advisable, except that no amendment may adversely affect a grantee with respect to awards previously granted unless such amendments are in connection with compliance with applicable laws; provided
that the board of directors may not make any amendment in the 2007 Games Plan that would, if such amendment were not approved by the shareholders, cause the 2007 Games Plan to fail to comply with any requirement of applicable laws, unless and until
shareholder approval is obtained. No award may be granted during any suspension of the 2007 Games Plan or after termination of the 2007 Games Plan.

Acceleration of Stock Options in response to FASB 123 (revised 2004)

FASB Statement No. 123 (revised 2004),
Share-Based Payment,requires that the compensation cost relating to share-based payment transactions, such as the options issued under our 2005 Stock Option Plan and the options assumed under Ross 1998 Incentive Stock Plan, be
recognized in our financial statements. Since the first quarter of 2006, the Securities and Exchange Commission has required public companies to implement the standards of FASB Statement No. 123R. To mitigate the potential impact of FASB
Statement No. 123R on our financial statements, in December 2005, our board of directors approved the vesting of all stock options granted to employees and directors with a strike price of $3.50 or higher. Further, to prevent senior executives
and directors personally benefiting from the acceleration, our board of directors also resolved that all employees with aggregate option grants greater than 25,000 option and all members of the board of directors of the Company should agree to
restrictions that would prevent the sale of any share received from the exercise of an accelerated option prior to the original vesting date of the option. The



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purpose of the acceleration was to enable us to avoid recognizing compensation expense associated with these options upon the adoption of SFAS 123R in
January 2006. We also believed that because the options that were accelerated had exercise prices in excess of the current market value of our Class A common stock, the options had limited economic value and were not fully achieving their
original objective of employee retention and incentive compensation.



|C. | Board Practices
|-- | ---------------

Terms of Directors and Executive Officers

Our board of directors is divided into three classes, each class generally having a term of three years. Each year the term of one class
expires and nominees for membership in that class are eligible to be elected at the relevant annual meeting of shareholders. All directors hold office until the relevant annual meeting of shareholders or until their successors have been duly elected
and qualified. Executive officers are elected by and serve at the discretion of the board of directors. Information relating to the terms of office of our board members is set forth herein under Item 6.A., Directors, Senior Management and
Employees, Directors and Senior Management.

Pursuant to arrangements between CDC and APOL effective April 2006, so long as:
(i) Mr. Peter Yip, or together with his immediate family, is the beneficial owner of more than 50% of APOL; and (ii) APOL beneficially owns at least 5% of our Class A common shares, APOL has the right to designate a director to
serve on our board.

No director or executive officer has been the subject of any order, judgment, or decree of any governmental agency or
administrator or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation in which he or she is a director or executive officer, to engage in normal business
activities of such person or corporation.

Except as disclosed herein, there are no family relationships between any of the named directors
and executive officers and there are no material arrangements or understandings that exist between any such director or executive officer and CDC pursuant to which any such person was appointed as a director or executive officer of CDC.
Mr. Antony Ip, who serves as a director of CDC Games is the son of Peter Yip. For details of such material arrangements or understanding that exist between any of the named directors or executive officers and CDC, see Item 7.B.,
Major Shareholders and Related Party Transactions  Related Party Transactions.

Committees of the Board of Directors

During the fiscal year ended December 31, 2007, our Board of Directors had four standing committees:



| |  |  | the executive committee;
| | - |  | ------------------------



| |  |  | the audit committee;
| | - |  | --------------------



| |  |  | the compensation committee; and
| | - |  | -------------------------------



| |  |  | the nominating committee.
| | - |  | -------------------------

The
executive committee of the board has been authorized, during any interim period between quarterly meetings of the full board of directors, to act for and in lieu of the full board of directors and to approve of any transaction requiring board
approval by the board of directors that does not exceed aggregate consideration to be paid by us of more than $40.0 million in cash and equity, with any equity component not to exceed 1,000,000 Class A common shares.

As of April 30, 2008, Messrs. Chien, Yip, Wong and Clough served on the executive committee, with Mr. Clough serving as chairman.



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The audit committee selects and engages, on our behalf, the independent public accountants to audit our
annual financial statements, and reviews and approves the planned scope of our annual audit. In addition, since February 2002, the audit committee has reviewed the terms of proposed transactions with related parties in accordance with the terms of
our articles of association. Since May 2003, the audit committee has also been responsible for reviewing our compliance with the Sarbanes-Oxley Act. This responsibility includes reviewing documentation of our internal controls and key processes and
procedures in order to report on compliance with Section 404, Management Assessment of Internal Controls. The Audit Committee is comprised of directors who qualify as an independent director for purposes of the rules and regulations
of the Nasdaq Global Market and the Sarbanes-Oxley Act of 2002 and operates under a charter that is compliant with the rules and regulations of the Nasdaq Global Market. As of April 30, 2008, Messrs. Britt, Clough, Wang and Wong serve on the
audit committee with Mr. Britt serving as chairman.

The compensation committee establishes remuneration levels for our officers,
performs such functions as provided under employee benefit programs and administers our 2005 Stock Option Plan, our 1999 Stock Option Plan, the Ross 1998 Stock Option Plan and our 2004 Employee Share Purchase Plan. As of April 30, 2008, Messrs.
Wong and Wang served on the compensation committee with Mr. Wong serving as chairman.

The nominating committee formulates and reviews
appropriate criteria to be used in connection with selection of persons to serve on our board of directors and assesses and recommends nominees for election to our board of directors by shareholders at our annual general meeting. As of
April 30, 2008 Messrs. Britt and Wong served on the nominating committee with Mr. Britt serving as chairman.

Subsidiary Boards of Directors

As of April 30, 2008:



| |  |  | The Board of Directors of CDC Software was comprised of: Yip Hak Yung, Peter, Carrick John Clough, Wong Kwong Chi, Simon, Wong Sin Just, Wong Chung-kiu, Tam Wai Ho
and Francis Kwok-Yu Au.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Board of Directors of CDC Games was comprised of: Yip Hak Yung, Peter, Wang Cheung Yue, Fred, Wong Kwong Chi, Simon, Ip Ren-haw, Antony, Francis Kwok-Yu Au and
Dr. Lam Lee G.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Board of Directors of China.com was comprised of: Yip Hak Yung, Peter, Dr. Cheng Loi, Dr. Chien Kuo Fung, Raymond, Fang Xin, Wong Sin Just, Wang
Cheung Yue, Fred, Chia Kok Onn, Dr. Lam Lee G and Anson Wang.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|D. | Employees
|-- | ---------

As of December 31, 2007, we had
approximately 3,125 full-time, part-time and temporary employees, as compared to 2,839 as of December 31, 2006. Of our 3,125 employees, approximately 1,095 are in professional services and consulting positions, 554 are in sales, marketing and
business development positions, 660 are in research and development positions, and 816 are in various finance, back office and administration positions. Further, of such 3,125 persons, approximately 1,164 are employed in the Americas, 410 in Europe,
and 1,551 in Hong Kong, the PRC and Asia.

Going forward, we aim to continue to attract, retain and motivate highly qualified technical,
sales and management personnel, particularly highly skilled technical personnel and engineers involved in new product development and productive sales personnel. From time to time, we also employ independent contractors to support our research and
development, marketing, sales and support and administrative organizations. Our employees are not represented by any collective bargaining unit, and we have never experienced a work stoppage.



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|E. | Share Ownership
|-- | ---------------

Beneficial ownership of our
Class A common shares by our directors, senior executive officers and other major shareholders is determined in accordance with the rules of the Securities and Exchange Commission, and generally includes voting or investment power with respect
to those shares. In computing the number of Class A common shares beneficially owned by a person, and the percentage ownership of that person, Class A common shares subject to options or warrants held by that person that are currently
exercisable or will become exercisable within 60 days after December 31, 2007 are deemed beneficially owned and outstanding, but such Class A common shares are not deemed outstanding for the purposes of computing the ownership percentage
of any other person.

As of April 30, 2008, none of our directors and senior executive officers, except for Mr. Yip and Dr.
Chien, beneficially owns more than 1% of our Class A common shares. Mr. Yip is the beneficial owner of approximately 20.9% of our Class A common shares. Dr. Chien is the beneficial owner of approximately 1.08% of our
Class A common shares.



| | ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
| | ------- | -------------------------------------------------



|A. | Major Shareholders
|-- | ------------------

We are a publicly owned
corporation, and our Class A common shares are owned by U.S. residents and residents of other countries. As of March 31, 2008, we were not directly owned or controlled by another corporation or by any foreign government, and a total of 625
shareholders of record were U.S. residents holding approximately 80% of our Class A common shares. Holders of our Class A common shares do not have different voting rights.

The following table sets forth information concerning each person known by us who beneficially own 5% or more of our Class A common shares as of
April 30, 2008:



|                                     |  |                      |  |         
|------------------------------------ |  | -------------------- |  | --------
|                                     |  | Beneficial Ownership
|Shareholder                          |  | Shares               |  | Percent*
|Asia Pacific Online Limited(1)       |  | 22,384,648           |  | 20.9    
|Xinhua News Agency(2)                |  | 7,362,734            |  | 6.9     
|Jayhawk China Fund (Cayman) Ltd. (3) |  | 8,981,893            |  | 8.4     



|* | Based on 106,992,519 CDC Corporation Class A common shares outstanding as of March 31, 2008.
|- | --------------------------------------------------------------------------------------------

|(1) | Such amount, includes 16,639,649 Class A common shares and 5,744,999 options/stock appreciation rights (SARs). As of April 30, 2008, APOL held 11,987,253 Class A
common shares and 5,744,999 options/SARs (of which 2,387,492 will become exercisable within 60 days of April 30, 2008). APOL is owned 50% by the spouse of Mr. Yip and 50% by a trust established for the benefit of Mr. Yips spouse
and his children. 4,652,396 of such Class A common shares are held by the spouse of Mr. Yip. Mr. Yip holds 90,000 of such options, all of which are exercisable within 60 days of April 30, 2008.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Xinhua holds our shares through a wholly-owned subsidiary, Golden Tripod Technology Limited.
|--- | --------------------------------------------------------------------------------------------

|(3) | Based upon a Schedule 13-G filed jointly by Jayhawk Capital Management, L.L.C., or JCM, Jayhawk China Fund (Cayman) Ltd., or JCF, Buffalo Jayhawk China Fund, or BJCF, and Kent
McCarty, with the Securities and Exchange Commission on March 20, 2008, JCF directly owns 8,815,393, or 8.24% of our Class A common shares and BJCF directly owns 166,500, or 0.16% of our Class A common shares. JCM is the manager and
investment advisor of both JCF and BJCF, and Mr. McCarthy is the manager of JCM. As a result of the relationship of Mr. McCarthy to JCM and JCM to JCF and BJCF, each of Mr. McCarthy, JCM and JCF may be deemed to have shared power to
vote, or direct the vote of, and dispose, or direct the disposition of, the Class A common shares as held by JCF and BJCF representing an aggregate of 8,981,893 Class A common shares, or 8.4%.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For a discussion of risks associated with the holdings of our major shareholders, see Item 3.D., Key Information  Risk Factors 
Risks Relating to Our Class A Common Shares.



|B. | Related Party Transactions
|-- | --------------------------

BBMF Group Inc.
In January 2007, we entered into a senior secured loan agreement with BBMF Group Inc. pursuant to which we provided a US$3.0 million loan to BBMF, for working capital purposes and to accelerate the business expansion of the BBMF group of companies.
In January 2008 all principal amounts outstanding together with interest accrued thereon was converted into common shares of BBMF Group Inc. In addition, in December 2007, CDC Games entered into a purchase agreement with an existing shareholder of
BBMF Inc. to purchase 346,800 shares of BBMF, Inc. for aggregate consideration in the amount of $6.8 million. Under the purchase agreement, CDC Games transferred $6.8 million to an escrow



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account in December 2007. The share purchase was completed by CDC Games in January 2008. Subsequent to CDCs investment, BBMF, Inc. distributed all of
the shares of BBMF Group, Inc. held by it to its shareholders on a pro rata basis and BBMF, Inc. Currently, CDC Games directly owns approximately 20.8% of BBMF Group, Inc.

BBMF Group Inc. is owned 16.03% 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 CDC Corporation. In addition, Mr. Antony Ip serves as the chairman and a director of BBMF. Antony Ip is the son of Peter Yip. In addition, Mr. Ip serves as a director of
CDC Games.

Golden Tripod. For the year ended December 31, 2005, 2006 and 2007, we paid management fees of approximately
$77,000, $77,000 and $44,870, respectively, to Golden Tripod Limited, an entity affiliated with Xinhua, one of our major shareholders, for the provision of general management services to us, including consultancy fees of consultants provided by
Golden Tripod Limited.

Asia Pacific Online Limited. Effective April 12, 2006, we entered into an agreement with Asia Pacific
Online Limited, or APOL, pursuant to which APOL would provide the services of Mr. Peter Yip as our 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, we agreed to pay APOL cash remuneration of $1 per annum;
grant APOL options to purchase 2.4 million shares of our Class A common stock, which options shall vest quarterly over a three year period, the Quarterly Vest Options; and grant of options to purchase up to 2,399,999 shares of
our Class A common stock which options vest in installments upon the achievement of specified milestones, which include the following, the Contingent Options:



| |  |  | a public listing of our software related business;
| | - |  | --------------------------------------------------



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



| |  |  | a public listing of our online games business;
| | - |  | ----------------------------------------------



| |  |  | a public listing of any other business acquired by us 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 businesses of ours.
| | - |  | -------------------------------------------------

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 us, then the Quarterly Vest Options shall accelerate and fully vest.

In the event a change of control of CDC Corporation 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 CDC Corporation occurs, and Mr. Yip remains in good standing with us or our 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 our outstanding securities.

Under the terms of the agreement, we 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 our internal policies.



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In addition, as long as APOL holds at least 5% of our Class A common shares, APOL will be entitled
to nominate one director to our board, 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, we have agreed to reimburse all medical expenses incurred by Mr. Yip and his immediate family during the 36 months prior to the date of the agreement.

Employment Agreements

CDC Corporation

Michael Latimore. In April 2007, CDC Corporation entered into an employment agreement with Mr. Latimore. Under the terms of the
employment agreement, either party may terminate Mr.Latimores employment agreement upon three months advance written notice. If Mr.Latimore is terminated without cause, he is entitled to a severance payment equal to six months salary.

Timothy Coen. In April 2008, Ross Systems, one of our wholly-owned subsidiaries, entered into an employment agreement with
Mr. Coen. Under the terms of the employment agreement, either party may terminate Mr. Coens employment upon three (3) months advance notice in writing, and Ross Systems may terminate Mr. Coens employment
for cause. In the event Ross Systems terminates Mr. Coens employment without cause, he is entitled to his base compensation for a period of three (3) months with an additional one (1) month of base compensation for each
year of service up to a maximum of twelve (12) months, after such termination.

CDC Software

Eric Musser. In October 2000, Ross Systems, one of our wholly-owned subsidiaries, entered into an employment agreement with
Mr. Musser. Under the terms of the employment agreement, either party may terminate Mr. Mussers employment upon thirty (30) days advance notice in writing, and Ross Systems may terminate Mr. Mussers
employment for cause. In the event Ross Systems terminates Mr. Mussers employment without cause, he is entitled to one-half of his annual rate of base compensation and continuation of benefits for a period of six (6) months
after such termination.

James McDevitt. In May 2007, Ross Systems, one of our wholly-owned subsidiaries, entered into an employment
agreement with Mr. McDevitt. Under the terms of the employment agreement, either party may terminate Mr. McDevitts employment at any time with or without notice, and Ross Systems may terminate Mr. McDevitts employment
for cause. In the event Ross Systems terminates Mr. McDevitts employment without cause, he is entitled to his base compensation for a period of three (3) months with an additional one (1) month of base compensation for each
year of service up to a maximum of twelve (12) months, after such termination.

Frank Hung. In December 2006, Praxa
Limited, one of our wholly owned subsidiaries, entered into an employment agreement with Mr. Hung. Under the terms of the employment agreement, either party may terminate Mr. Hungs employment upon three (3) calendar
months advance notice in writing; provided, however, that we may terminate Mr. Hungs employment immediately at any time for cause.

Alan MacLamroc. In March 20, 2007, Ross Systems, one of our wholly-owned subsidiaries, entered into an employment agreement with Mr. MacLamroc. Under the terms of the employment agreement, either party may terminate
Mr. MacLamrocs employment at any time with or without notice, and Ross Systems may terminate Mr. MacLamrocs employment for cause.

Arthur Masseur. In July 1995, Ross Systems Nederland b.v., one of our wholly-owned subsidiaries, entered into an employment agreement with Mr. Masseur. Under the terms of the employment agreement either
party may terminate Mr. Masseurs employment upon one calendar month advance notice in writing, and in the event that Ross Systems Nederland b.v. terminates Mr. Masseurs employment without cause, Mr. Masseur is likely to be
entitled to receive at least one (1) months salary for each year worked subject to the local laws of the Netherlands.

Per
Norling. In September 2004, Industri-Matematik AB, one of our wholly-owned subsidiaries, entered into an employment agreement with Mr. Norling. Under the terms of the employment agreement, either party may terminate Mr. Norlings
employment upon six (6) months advance notice in writing, and in the event that Industri-Matematik AB terminates Mr. Norlings employment without cause, he is entitled to six months of his base salary.



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Oscar Pierre. In January 1997, Ross Systems Iberica, S.L. one of our wholly-owned subsidiaries,
entered into an employment agreement with Mr. Pierre. Under the terms of the employment agreement, either party may terminate Mr. Pierre employment upon three (3) calendar months advance notice in writing, and in the event
that Ross Systems Iberica, S.L. terminates Mr. Pierres employment without cause or Mr. Pierre resigns for good reason (as described in his employment agreement), he is entitled to one (1) year gross salary in addition
to a potential sum of one (1) year gross salary in relation to Mr. Pierres non-complete obligations.

Bruce Cameron.
In June 2004, Pivotal Corporation, one of our wholly-owned subsidiaries, entered into an employment agreement with Mr. Cameron. Under the terms of the employment agreement, either party may terminate Mr. Camerons employment upon
ninety (90) days advance notice in writing, and Pivotal Corporation may terminate Mr. Camerons employment for cause. In the event Pivotal Corporation terminates Mr. Camerons employment without cause, he is entitled
to his base compensation for a period of three (3) months after such termination.

Edmund Lau. In November 2006, CDC Software
entered into an employment agreement with Mr. Lau. Under the terms of the employment agreement, either party may terminate Mr. Laus employment by giving no less than three months notice in writing. After one year of service, if Mr.
Laus employment is terminated for any reason other than cause, Mr. Lau is entitled to four months written notice by the company. After a second year of service, Mr. Lau is entitled to one additional month written notice by the company
for each additional year thereafter, up to a maximum of 12 months at 9 years of employment.

William Geist. In October 2006, CDC
Software entered into an employment agreement with Mr. Geist. Under the terms of the employment agreement, either party may terminate Mr. Geists employment by giving one months notice in writing to the other party.



|C. | Interests of experts and counsel
|-- | --------------------------------

Not applicable.



| | ITEM 8. | FINANCIAL INFORMATION
| | ------- | ---------------------



|A. | Consolidated Statements and Other Financial Information
|-- | -------------------------------------------------------

We have appended our Consolidated Financial Statements as of and for the year ended December 31, 2007 commencing on page F-1 of this Annual Report.



|B. | Significant Changes
|-- | -------------------

Not applicable.



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| | ITEM 9. | THE OFFER AND LISTING
| | ------- | ---------------------



|A. | Offer and Listing Details
|-- | -------------------------

Our Class A common
shares have been quoted on NASDAQ under the symbol CHINA since our IPO on July 12, 1999. Prior to July 12, 1999, there was no public market for our shares. The following table sets forth, for the years indicated, the high and
low closing prices per share as reported on NASDAQ. On December 31, 2007, the closing price for our Class A common shares on NASDAQ was $4.87 per share.



|                          |  |                             |  |     
|------------------------- |  | --------------------------- |  | ----
|                          |  | Closing prices             
|                          |  | High                        |  | Low 
|                          |  | (in U.S. dollars per share)
|2003:                     |  |                             |  |     
|Annual                    |  | 14.46                       |  | 2.73
|                          |  |                            
|2004:                     |  |                             |  |     
|Annual                    |  | 12.65                       |  | 4.05
|                          |  |                            
|2005:                     |  |                             |  |     
|Annual                    |  | 4.48                        |  | 2.40
|                          |  |                            
|2006:                     |  |                             |  |     
|First quarter             |  | 4.89                        |  | 3.19
|Second quarter            |  | 4.82                        |  | 3.95
|Third quarter             |  | 5.91                        |  | 3.95
|Fourth quarter            |  | 9.50                        |  | 5.50
|Annual                    |  | 9.50                        |  | 3.19
|                          |  |                            
|2007:                     |  |                             |  |     
|First quarter             |  | 10.94                       |  | 8.48
|Second quarter            |  | 9.54                        |  | 7.89
|Third quarter             |  | 9.84                        |  | 6.93
|Fourth quarter            |  | 8.51                        |  | 3.74
|Annual                    |  | 10.94                       |  | 3.74
|                          |  |                            
|Past six calendar months: |  |                             |  |     
|December 2007             |  | 5.98                        |  | 3.74
|January 2008              |  | 4.56                        |  | 3.64
|February 2008             |  | 4.16                        |  | 3.72
|March 2008                |  | 3.97                        |  | 3.53
|April 2008                |  | 4.14                        |  | 3.45
|May 2008                  |  | 3.68                        |  | 3.31



|B. | Plan of Distribution
|-- | --------------------

Not applicable.



|C. | Markets
|-- | -------

Our Class A common shares have been
traded on NASDAQ under the symbol CHINA since our IPO on July 12, 1999. Prior to July 12, 1999, there was no public market for our shares. There can be no assurance we can continue to satisfy the relevant criteria for
maintaining our listing on NASDAQ.



|D. | Selling Shareholders
|-- | --------------------

Not applicable.



|E. | Dilution
|-- | --------

Not applicable.



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|F. | Expenses of the Issue
|-- | ---------------------

Not applicable.



| | ITEM 10. | ADDITIONAL INFORMATION
| | -------- | ----------------------



|A. | Share Capital
|-- | -------------

Not Applicable.



|B. | Memorandum and Articles of Association
|-- | --------------------------------------

The
following description of the terms and provisions of our amended and restated memorandum and articles of association, as amended, is qualified in its entirety by reference to such documents which are attached as exhibits to this Annual Report on
Form 20-F.

General

We are a Cayman
Islands company and operate under the Cayman Islands Companies Law (2004 Revision), or the Companies Law. Our company number is No. CR-74277. Our corporate objectives and purpose are unrestricted.

Directors

A director may vote in respect of any
contract or transaction in which he is interested provided that such director shall, if his interest in such contract or arrangement is material, declare the nature of his interest at the earliest meeting of our board at which it is practicable for
him to do so, either specifically or by way of a general notice stating that, by reason of the facts specified in the notice, he is to be regarded as interested in any contracts of a specified description which may subsequently be made by us.

The directors may determine remuneration to be paid to the directors.

The directors may exercise all our powers to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof,
to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any of our debts, liabilities, or obligations or those of any third party.

There are no membership qualifications for directors. Further, there are no age limitations or retirement requirements and no share ownership
qualifications for directors unless so fixed by shareholders in a general meeting.

Rights, Preferences and Restrictions of Ordinary Shares

Dividends. The holders of ordinary shares are entitled to such dividends as may be declared by our board. At our annual general
meeting held on November 15, 2007 our shareholders approved an amendment to our amended and restated memorandum and articles of association to permit the board of directors, without the approval of shareholders, to declare and pay dividends of
assets held by us.

Voting Rights. Each ordinary share is entitled to one vote on all matters upon which the ordinary shares are
entitled to vote, including the election of directors. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the Chairman or any other shareholder present in person or by proxy. The quorum
required for a meeting of shareholders shall be members present in person or by proxy holding not less than one-third of the issued shares of the company entitled to vote at the meeting in question.

Directors are divided into three classes, designated as Class I, Class II and Class III, all of which classes shall be as nearly equal in number as
possible. Upon expiration of the term of office of each class, the directors in each class shall be elected for a term of three (3) years to succeed the directors whose terms of office expire. Each director shall hold office until the
expiration of his term and until his successor shall



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have been elected and qualified. The classification of our Board may have the effect of delaying the replacement of a majority of our directors and make
changes to our board more difficult than if such provisions were not in place.

Profits. Our profits may be distributed to
shareholders as dividends, as determined by our board.

Liquidation. On a return of capital on winding up or otherwise (other than
on conversion, redemption or purchase of shares) assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares pro rata. If the assets available for distribution are insufficient
to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.

Calls on Shares and Forfeiture of Shares. Our board may, from time to time, make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least fourteen (14) days prior to the
specified time and place of payment. The shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption of
Shares. We may issue shares on the terms that they are, or at our option or at the option of the holders are, subject to redemption on such terms and in such manner as we may determine by special resolution.

Variations of Rights of Shares

If at any time the
our share capital is divided into different classes of shares, all or any of the rights attached to any class of shares for the time being issued (unless otherwise provided for in the terms of issue of the shares of that class) may, subject to the
provisions of the Companies Law, be varied or abrogated with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate
meeting of the holders of shares of that class.

General Meetings of Shareholders

We are required to hold a general meeting each year in addition to any other meeting in that year and shall specify the meeting as such in the notices
calling it; and not more than 15 months shall elapse (or such longer period as NASDAQ may authorize) between the date of one annual general meeting of the Company and that of the next. The annual general meeting shall be held at such time and place
as our board shall appoint. All general meetings other than an annual general meeting shall be called extraordinary general meetings.

The
Board may, at its discretion, convene an extraordinary general meeting.

General meetings shall also be convened on the written requisition
of any two or more members of the Company deposited at the registered office specifying the objects of the meeting and signed by the requisitionists, provided that such requisitionists held as at the date of deposit of the requisition not less than
one-tenth of our paid up capital which carries the right of voting at our general meetings. General meetings may also be convened on the written requisition of any one member of the Company which is a clearing house (or its nominee) deposited at our
registered office specifying the objects of the meeting and signed by the requisitionist, provided that such requisitionist held as at the date of deposit of the requisition not less than one-tenth of our paid up capital which carries the right of
voting at our general meetings. If the Board does not within 21 days from the date of deposit of the requisition proceed duly to convene the meeting, the requisitionist(s) themselves or any of them representing more than one-half of the total voting
rights of all of them, may convene the general meeting in the same manner, as nearly as possible, as that in which meetings may be convened by the Board provided that any meeting so convened shall not be held after the expiration of three months
from the date of deposit of the requisition, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to them by the Company.

An annual general meeting and any extraordinary general meeting called for the passing of a special resolution shall be called by not less than 21
days notice in writing and any other extraordinary general meeting shall be called by not less than 14 days notice in writing. The notice shall be exclusive of the day



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on which it is served or deemed to be served and of the day for which it is given, and shall specify the time, place, and agenda of the meeting, particulars
of the resolutions to be considered at the meeting and in the case of special business (as defined in Article 81 of our Amended and Restated Articles of Association) the general nature of that business. The notice convening an annual general meeting
shall specify the meeting as such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as a special resolution. Notice of every general meeting shall be given to:



| | (a) | all members, other than those that, under the provisions hereof or the terms of issue of the shares they hold, are not entitled to receive such notice from us;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the Auditors; and
| | --- | -----------------



| | (c) | for so long as our shares are listed on the Exchange, the Exchange.
| | --- | -------------------------------------------------------------------

Notwithstanding that a meeting of the Company is called by shorter notice than that referred to in Article 76 of our Amended and Restated Articles of Association, it shall be deemed to have been duly called if it is
so agreed:



| | (a) | in the case of a meeting called as an annual general meeting, by all the members of the Company entitled to attend and vote thereat or their proxies; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95% in
nominal value of the shares giving that right.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

There shall appear with reasonable prominence in every notice of our general
meetings a statement that a member entitled to attend and vote is entitled to appoint a proxy to attend and, on a poll, vote instead of him and that a proxy need not be a member of the Company.

The accidental omission to give any such notice to, or the non-receipt of any such notice by, any person entitled to receive notice shall not invalidate
any resolution passed or any proceeding at any such meeting. In cases where instruments of proxy are sent out with notices, the accidental omission to send such instrument of proxy to, or the non-receipt of such instrument of proxy by, any person
entitled to receive notice shall not invalidate any resolution passed or any proceeding at any such meeting.

Limitations on the Right to Own Shares

There are no limitations on the right to own our shares.

Limitations on Transfer of Shares

There are no provisions in our restated memorandum or articles of
association that would have an effect of delaying, deferring or preventing a change in control and that would operate only with respect to a merger, acquisition or corporate restructuring.

Disclosure of Shareholder Ownership

There are no
provisions in our Amended and Restated Articles and Memorandum of Association governing the ownership threshold above which shareholder ownership must be disclosed.

Changes in Capital

Subject to the provisions of our Amended and Restated Articles and Memorandum of
Association and to any direction that may be given by us in a general meeting and without prejudice to any special rights conferred on the holders of any existing shares or attaching to any class of shares, any share including the Preferred Shares
may be issued with or have attached thereto such preferred, deferred, qualified or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise, and to such persons at such times and for such
consideration as the Board may determine. We may, in a general meeting, from time to time, whether or not all the shares for the time being authorized shall have been issued and whether or not all the shares for the time being issued shall have been
fully paid up, by ordinary resolution, increase our share capital by the creation of new shares, such new capital to be of such amount and to be divided into shares of such respective amounts as the resolution shall prescribe.



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|C. | Material Contracts
|-- | ------------------

Cayman First Tier. In
September 2003, we acquired a majority interest in IMI, an international provider of software to the supply chain management sector principally across Europe and the United States, by acquiring 51% of IMIs holding company, Cayman First Tier,
or CFT, in exchange for $25.0 million to subscribe for new shares in Cayman First Tier. Symphony Technology Group, a Palo Alto, California based venture capital company, held the remaining 49% in Cayman First Tier.

In November 2003, CFT loaned $25.0 million to Symphony to provide Symphony with additional capital to fund future Symphony investments. The loan was
secured by Symphonys 49% holding in IMI (through CFT). Principal and interest on the Symphony Note were due and payable in full in November 2007.

In November 2007, we, CFT and Symphony entered into a letter agreement whereby all amounts due and payable to CFT pursuant to the $25.0 million note made by Symphony were deemed discharged and paid in full in exchange
for the transfer by Symphony to CFT of all of Symphonys rights, title, and interest in Symphonys 49% interest in CFT.

Go2joy. In May 2004, we acquired Go2joy, a mobile services and applications provider in the PRC with established partnerships with media companies in the PRC. In connection with the acquisition, we made an initial payment of $9.6
million in April 2004. In July 2004, China.com acquired Go2joy from us. In this acquisition, China.com paid us $9.6 million and made our second payment to the sellers of Go2joy of $13.0 million, in 2005. A third payment to the sellers of Go2joy was
not required in 2006 because certain milestone obligations were not met.

Shenzhen KK Technology. In June 2005, a subsidiary of
China.com acquired 100% of the shares in Shenzhen KK Technology, an MVAS service provider in the PRC that participates in the WAP business. The total cash consideration was $2.9 million.

JRG Software Inc.In January 2006, CDC Software acquired the assets of JRG, a provider of on-demand supply chain solutions for planning and
scheduling, delivered as Software as a Service (SaaS). In connection with the acquisition, we made an advance payment of $25,000 plus a closing payment of $0.4 million. In addition, to the closing payment, we made a hold back payment of $0.1 less
post-closing adjustments.

Horizon Companies. In February 2006, we acquired, through our 51%-owned subsidiary, Software Galeria,
certain assets of Horizon Companies related to the provision of outsourced IT support and consulting services. Under the terms of the asset purchase agreement, we paid $0.6 million in cash at closing and paid an additional $0.6 million of cash
consideration in installments during 2006. We also agreed to pay additional cash consideration of $1.0 million in 2006 and 2007 in the event 2006 EBITDA and 2007 EBITDA generated from the purchased assets was, in each such year, at least $1.35
million. Additional consideration payments are subject to upward and downward adjustment, dollar-for-dollar, in the event 2007 EBITDA and 2008 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 addition, we 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 that
certain conditions are met including, but not limited to, the EBITDA generated from the purchased assets exceeding specified targets during each of 2006, 2007 and 2008. As of June 2008, we have not issued any portion of such equity
interest. However, if we issue the sellers any equity in the future, the sellers shall have the right to put their equity interest back to us between April 2009 and April 2011 at a fixed valuation.

17game. In March 2006, a subsidiary of China.com acquired the remaining 52% of Equity Pacific Limited, or Equity Pacific, which ultimately owns
Beijing 17game Network Technology Co Limited, or 17game, amongst other subsidiaries, for aggregate total consideration of $18 million. Such amounts were paid in a combination of cash and restricted common shares of China.com, with approximately $4.8
million paid in cash and $13.2 million paid in restricted shares. These restricted shares will vest over a period of



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two years, with 25% vesting on the first six (6) months anniversary of closing and 12.5% vesting on each subsequent three (3) month anniversaries
of closing. In connection with our internal restructuring, which was completed in December 2006, 17game was transferred to CDC Games.

c360 Solutions Incorporated. In April 2006, we acquired 100% of the shares of c360 Solutions Incorporated, a provider of add-on products, industry solutions and development tools for the Microsoft Dynamics CRM platform. Under the
terms of the stock purchase agreement, we paid $1.25 million of cash and issued 50,000 of our unregistered Class A common shares at closing. In addition, we paid $0.9 million of additional cash consideration in January 2007 and paid $0.9
million of additional cash consideration in October 2007. We also agreed to issue to the sellers an additional 50,000 of our unregistered Class A common shares every three months through the twenty-one month anniversary of closing. Through
March 31, 2008, an additional 400,000 of our unregistered Class A common shares have been issued. In addition, we have agreed to issue up to an aggregate of an additional 150,000 of our unregistered Class A common shares between the
twenty-four and thirty-three month anniversary of closing in the event c360 achieves certain revenue targets and, as of June 2008, we have issued 50,000 of such 150,000 shares. Approximately $0.5 million of the purchase price is subject to
adjustment for breaches of representations and warranties.

OST International, Inc.In June 2006, we acquired 100% of the shares of
OST International, Inc., an outsourced IT support and consulting services provider. Under the terms of the stock purchase agreement, we paid $3.0 million in cash at closing. In addition, we agreed to issue to the selling shareholder $0.3 million of
our unregistered Class A common shares prior to June 15, 2008 and agreed to issue an additional $0.2 million of our unregistered Class A common shares prior to June 15, 2009. We also agreed to pay additional cash consideration in
the amounts of $0.3 million and $0.4 million in the event 2007 adjusted earnings before interest, income taxes, depreciation and amortization, or EBITDA, and 2008 EBITDA for OST International is $1.35 million and $1.45 million, 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.

DB Professionals, Inc.In June 2006, we acquired
100% of the shares of DB Professionals, Inc., an outsourced IT support and consulting services provider. Under the terms of the share purchase agreement, as amended, we paid $8.5 million in cash at closing, $0.4 million within 90 days of closing and
agreed to pay additional cash consideration of $1.4 million in installments based upon excess cash available in DBPIs bank account. We also agreed to pay additional cash consideration in the amount of $1.4 million in the event 2007 EBITDA for
DB Professionals, Inc. is $2.5 million, subject to upward and downward adjustment, in the event 2007 EBITDA is less than or greater than the targeted EBITDA amount. In March 2007, we entered into an addendum to our stock purchase agreement pursuant
to which, among other things, we accelerated the payment of the second cash installment payable to the sellers and provided for certain tax-related elections to be made by the sellers. In August 2007, we entered into a second addendum to our share
purchase agreement under which we agreed to accelerate the third tranche payment by paying an aggregate of $1.25 million in four installments ending in November 2007.

TimeHeart. In November 2006, CDC Mobile Media Corporation, a subsidiary of China.com, acquired 100% of the issued and outstanding share capital of TimeHeart Science Technology Limited, an MVAS provider in China
and 100% of the equity in its related entity, Beijing TimeHeart Information Technology Limited, or Beijing TimeHeart. Under the terms of the share purchase agreement, as amended, at closing: (i) China.com paid approximately $1.6 million in
cash; (ii) China.com issued 27,320,490 of its restricted shares to the Sellers, which may only be sold or transferred after 90 days upon the issuance of the corresponding share certificate; and (iii) 10% of the issued and outstanding share
capital of CDC Mobile Media Corporation, was transferred to the Sellers. Furthermore, the maximum additional consideration payable, subject to the achievement of certain financial milestones through approximately April 30, 2008, is
approximately $15.6 million, which may be comprised of a combination approximately $2 million, payable in no more than 39,464,850 China.com restricted shares. Portions of the consideration paid to sellers are subject to adjustment in the event of
breaches of representations and warranties given by the sellers.



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MVI Holdings Limited. In October 2006, we acquired 100% of the shares of MVI Holdings Limited, a
provider of real-time performance management solutions for the food and beverage, pharmaceuticals and chemicals industries. Under the terms of the stock purchase agreement, we paid approximately $6 million at closing, subject to various adjustments.
In addition, we agreed to pay up to a maximum of $12 million of additional consideration based upon the revenues of MVI between the first and twelfth months, thirteenth through twenty fourth months, and twenty fifth through thirty sixth months
following the closing. Revenues must exceed $6 million during each twelve month period for any additional consideration to be payable for that period. Certain payments comprising the consideration paid or payable in connection with our acquisition
of the shares of MVI are required to be made in the form of notes issued or to be issued to certain shareholders of MVI. As such, in October 2007, we issued an aggregate of $0.9 million in loan notes. Any such additional consideration payments are
subject to adjustment in the event of breaches of representations and warranties, and various other adjustments.

Internal Restructuring
Agreement.In December 2006, we completed our plans for an internal restructuring of CDC Games under which CDC Games was moved from within China.com to become a direct business unit of CDC Corporation. A part of this restructuring, 17game was
also transferred to CDC Games. The independent shareholders of China.com, presented in person or by proxy at China.coms shareholders meeting, approved the restructuring. In connection with the restructuring, CDC Games entered into a stock
purchase agreement whereby it acquired all issued and outstanding shares of its common stock from China.com for a purchase price of $110 million. Of such amount, $50 million was paid in cash at closing and $60 million was funded through CDC
Games issuance of a note bearing interest at 5% per annum, due June 28, 2008. This note was paid in full in June 2008. Additionally, CDC Games agreed to pay up to an additional $25 million, subject to adjustment, to China.com in the
event it completes a successful listing of its shares on certain recognized stock exchanges before December 29, 2007 and its market capitalization on such exchange or exchanges is greater than $110 million during such time. In connection with
the restructuring, a valuation was performed by an independent appraisal firm. The additional consideration payments are also subject to holdback in the event of breaches of representations and indemnified liabilities.

Vis.align, Inc.In December 2006, we acquired Vis.align, Inc., an enterprise solutions and IT services company, via merger. Under the terms of the
merger agreement, we paid approximately $6.5 million of cash at closing, subject to various adjustments. In addition, we agreed to pay up to a maximum of $5.7 million of additional consideration based upon 2007 and 2008 revenues. Revenues must
exceed $20 million during each annual period for any additional consideration to be payable for that period. Any additional consideration may be paid 60% in the form of cash and 40% in the form of our unregistered Class A common shares. The
additional consideration payments are also subject to holdback in the event of breaches of representations and warranties, and various other adjustments. As of June 2008, no additional consideration has been paid with respect to this acquisition.

BBMF Group Inc. In January 2007, we entered into a senior secured loan agreement with BBMF Group Inc. pursuant to which we provided
a US$3.0 million loan to BBMF, for working capital purposes and to accelerate the business expansion of the BBMF group of companies. In January 2008 all outstanding principal amounts outstanding together with interest accrued thereon was converted
into common shares of BBMF Group Inc. In addition, in December 2007, CDC Games entered into an agreement with an existing shareholder of BBMF Inc. to purchase 346,800 shares of BBMF, Inc. Subsequent to CDCs investment, BBMF, Inc. distributed
all of the shares of BBMF Group, Inc. held by it to its shareholders on a pro rata basis and BBMF, Inc. Currently, CDC Games directly owns approximately 20.8% of BBMF Group, Inc.

Respond Group Ltd. In February 2007, we acquired 100% of the shares of Respond Group Limited, a provider of enterprise class complaints, feedback
and customer service solutions. Under the terms of the share purchase agreement, we paid approximately $15 million of cash at closing, subject to various adjustments. In addition, we agreed to pay up to a maximum of $14 million of additional
consideration based upon 2007, 2008 and 2009 revenues. Revenues must exceed $12 million 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. As of June 2008, no additional consideration has been paid with respect to this acquisition.



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SaratogaSystems Inc.In April 2007, we entered into an agreement to acquire through a
merger Saratoga Systems Inc., a provider of enterprise CRM and wireless CRM applications. Under the terms of the agreement, we agreed to pay not more than $35 million in cash in connection with the merger, with $30 million paid at closing and $5
million 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.

Ion Global (BVI) Limited. In August 2007, we entered into four separate agreements to sell the principal assets of our Ion Global business for pre-tax consideration of $9.0 million. Under the terms of
the agreements, we agreed to sell (i) the assets related to the internet consulting services and website design and development business of Ion Global (California) Inc., (ii) substantially all of the assets of Ion Global Limited,
(iii) all of the issued and outstanding shares of Ion Global Korea Ltd. held by Ion Global (BVI) Ltd., and (iv) the Ion Global trademark.

Vectra.In May 2007, our subsidiary, Praxa Limited, completed the acquisition of a majority interest in Vectra Corporation, a provider of information security consulting services, managed services and
enterprise security solutions. Under the terms of a share purchase agreement, we paid approximately $0.1 million in cash at closing for such majority interest in Vectra.

Guangzhou Optic Communications Co., Ltd. In July 2007, CDC Games completed the acquisition of Guangzhou Optic Communications Co., Ltd, or Optic, through the acquisition of its entire issued share capital. Optic
is an online games publisher in China with several online game titles including Shaiya, Mir III and Eve Online. Under the terms of the transaction documents, we paid approximately RMB 100.0 million cash consideration, with RMB 10.0 million being
paid for the registered capital of a related wholly-owned foreign enterprise and RMB 30.0 million being paid for the registered capital of Optic. At the time of the transaction, Optic owed a total debt of RMB 193.0 million to a related party in the
original shareholders group. We repaid RMB 60.0 million of the debt on behalf of Optic as part of the cash consideration of the transaction. The remaining debt amounted to RMB 133.0 million. The shares of Optic are owned by three PRC employees
of CDC Games who own 34%, 33% and 33% each.

Catalyst International, Inc.In September 2007, we entered into an agreement to acquire
through a merger Catalyst International, Inc., which has two business segments: (i) provision of integrated supply chain execution software that manages the physical movement and storage of goods at or between locations, facilitates information
and product flow in an extended supply chain network and provides an analysis of execution and process activities, and (ii) a SAP consulting practice for customers running the SAP R/3 or mySAP.com platforms. Catalyst believes that their
solution allows its customers to optimize the performance of their enterprise supply chains. Under the terms of the agreement, we agreed to pay up to $29.5 million, with $25 million in cash paid at closing and $4.5 million placed into escrow for a
24 month period and subject to holdback in the event of breaches of representations and warranties and other adjustments.

Assets of
PlanTec Pty Ltd.In July 2007, our subsidiary, Praxa Limited, completed the acquisition of certain assets of PlanTec, a provider of information technology services to a broad range of industries including health, retail, telecommunications,
waste management, transportation, state and federal governments in Australia. Under the terms of the purchase agreement, we paid approximately $0.6 million in cash at closing. In addition, we agreed to pay additional consideration payable in 2008
and 2009 based upon earnings before interest and tax performance with an additional incentive payable in the event PlanTec achieves its forecast results for 2008 and 2009. If PlanTec achieves its forecast results, the total additional consideration
payable to PlanTec would be approximately $1.2 million.

Snapdragon.In October 2007, our subsidiary, Praxa Limited, completed the
acquisition of Snapdragon Consulting Pty. Ltd., an information service provider focused on Microsoft CRM based in Australia. Under the terms of the share purchase agreement, we paid approximately $0.3 million at closing. In addition, we agreed to
pay additional consideration payable in 2008 and 2009 based upon consolidated earnings of Snapdragon before interest income and interest expenses and income tax, but after amortization and depreciation. If Snapdragon achieves its forecast results,
the total additional consideration payable would be approximately $1.4 million.

Integrated Solutions Limited (ISL). In
March 2008, we announced that we had completed our acquisition of a 51 percent stake in ISL, a Hong Kong-based vendor of ERP systems designed for small and medium-sized discrete manufacturers in China. Under the terms of a subscription agreement and
a stock purchase agreement with ISL, certain of its subsidiaries and other sellers, we paid approximately $0.8 million at closing for our majority interest in ISL.

Inter-Company Promissory Note and Modification Agreement.In April 2008, CDC Games Corporation and China.com Capital Ltd., or CCL, a wholly owned subsidiary of China.com entered into a modification agreement
for the purpose of: (i) extending the maturity date of a promissory note in the principal amount of $60.0 million by and between CDC Games and CCL from the initial maturity date of June 28, 2008 to June 28, 2010, and
(ii) including us as a guarantor of the promissory note.



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The effectiveness of the modification agreement was conditioned upon China.com obtaining the approval of
its minority shareholders. At an extraordinary general meeting of China.com held on May 27, 2008, the minority shareholders, by way of poll, rejected the proposal to ratify the modification agreement. As a result, the modification agreement
lapsed automatically and did not become effective.

In June 2008, we determined that the execution of the modification agreement had
constituted an event of default as defined in those certain 3.75% Senior Exchangeable Convertible Notes due 2011 issued by us in November 2006 for the aggregate principal amount of $168.0 million, or the Convertible Notes. The Convertible Notes
provide that, following an event of default, payment of all or a portion of any amounts due thereunder may be accelerated and become due and payable immediately upon delivery of a written notice of acceleration to us, unless such event of default
shall have been cured by us prior to the delivery of such acceleration notice. Accordingly, for the period from April 2, 2008 (the date we entered into the modification agreement) through May 27, 2008 (the date upon which the minority
shareholders disapproved of the modification agreement and it lapsed automatically, such lapse having cured the event of default), any or all of the Convertible Notes could have been called by the noteholders and become due and payable immediately.
However, we did not receive any written acceleration notice from any of the noteholders during this period as required under the Convertible Notes. Therefore, the event of default that existed from April 2, 2008 through May 27, 2008 under
the Convertible Notes has been fully cured, and under the express terms of the Convertible Notes none of the noteholders has any current or continuing right to deliver an acceleration notice to us as a result of those past events.

On June 27, 2008, China.com declared and paid a cash dividend to its shareholders in the aggregate amount of $74.1 million. Of such amount,
approximately $57.5 million was paid to us and the remaining $16.6 million was paid to the independent minority shareholders of China.com. On June 27, 2008, we transferred an aggregate of $64.5 million to CDC Games. CDC Games subsequently paid
CCL the entire balance of $64.5 million of principal and interest due and payable under the promissory note.

Indemnification Agreements
with Directors and Officers

We have entered into indemnification agreements with some of our directors, officers and employees that may
require us to indemnify them against liabilities that may arise by reason of their status or service as directors, officers or employees, and to advance their expenses (including legal expenses) incurred as a result of any investigation, suit or
other proceeding against them as to which they could be indemnified. Generally, the maximum obligation under such indemnifications is not explicitly stated and, as a result, the overall amount of these obligations cannot be reasonably estimated. If
we were to incur a loss in connection with these arrangements, it could affect our business, operating results and financial condition.



|D. | Exchange Controls
|-- | -----------------

General

There are no exchange control restrictions on payments of dividends on our Class A common shares or on the conduct of our operations in Hong Kong,
where our principal executive offices are located, or the Cayman Islands, where CDC is incorporated. In addition, both Hong Kong and the Cayman Islands are not party to any double tax treaties and no exchange control regulations or currency
restrictions exist in these countries.

We are a Cayman Islands company and our affairs are governed by, among other things, the Companies
Law of the Cayman Islands. The following is a summary of material differences between the Companies Law and general corporate law in the United States insofar as they relate to the material terms of our Class A common shares.



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Differences in Corporate Law

The Companies Law is modeled after similar laws in the United Kingdom but does not follow recent changes in English law. In addition, the Companies Law differs from laws applicable to United States corporations and
their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the State of Delaware.

Mergers and Similar Arrangements.Cayman Islands law does not provide for mergers as that expression is understood under the Delaware General
Corporations Law, or DGCL. However, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement in question is approved by a majority in number of each class of shareholders and
creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting,
or meetings convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view
that the transaction should not be approved, the court can be expected to approve the arrangement if it determines that:



| |  |  | the company is not proposing to act illegally or beyond the scope of its authority and the statutory provisions as to majority vote have been complied with;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the shareholders have been fairly represented at the meeting in question;
| | - |  | -------------------------------------------------------------------------



| |  |  | the arrangement is such as a businessman would reasonably approve; and
| | - |  | ----------------------------------------------------------------------



| |  |  | the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law or that would amount to a fraud on the
minority.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

When a takeover offer is made and accepted by holders of 90% of the shares within four months, the
offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection may be made to the Grand Court of the Cayman Islands but is unlikely to succeed unless there is
evidence of fraud, bad faith or collusion.

If the arrangement and reconstruction are thus approved, any dissenting shareholders would have
no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholders Suits. We are not aware of any reported class action or derivative action having been brought in a Cayman Islands court
which have not been withdrawn. In principle, we will normally be the proper plaintiff and a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive
authority in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:



| |  |  | a company is acting or proposing to act illegally or beyond the scope of its authority;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | the act complained of, although not beyond the scope of its authority, could be effected duly if authorized by more than a simple majority vote that has not been
obtained; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | those who control our company are perpetrating a fraud on the minority.
| | - |  | -------------------------------------------------------------------------

Corporate Governance.Cayman Islands laws do not restrict transactions with directors, requiring only that directors exercise a duty of care and
owe a fiduciary duty to the companies for which they serve.



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Under our amended and restated memorandum and articles of association, subject to the separate requirement for audit committee approval under the applicable
rules of the Nasdaq Global Market or unless disqualified by the chairman of the relevant board meeting, so long as a director discloses the nature of his interest in any contract or arrangement that he is interested in, such a director may vote in
respect of any contract or proposed contract or arrangement in which such director is interested and may be counted in the quorum at such meeting.

Inspection of Corporate Records. Shareholders of a Cayman Islands company have no general right under the Companies Law to inspect or obtain copies of a list of shareholders or other corporate records of the company. In comparison,
under Delaware law, shareholders have the right to inspect for any proper purpose, and to obtain copies of list(s) of shareholders and other books and records of the corporation and any subsidiaries to the extent the books and records of such
subsidiaries are available to the corporation.

Calling of Special Shareholders Meetings. The Companies Law does not provide
shareholders with any right to requisition a general meeting and does not have provisions governing the proceedings of shareholders meetings. In comparison, under Delaware law a special meeting may be called by the board of directors or any other
person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

Bringing
Business Before a Meeting. The Companies Law does not provide shareholders with any right to bring business before a meeting or requisition a general meeting. In comparison, under Delaware law a shareholder has the right to put any proposal
before the annual meeting of shareholders, provided that it complies with the notice provisions in the governing documents.

Proxy materials

Under Cayman Islands law, we are only obligated to send proxy materials to members which is equivalent to the registered
shareholders of record. Our proxy materials are delivered to all of our registered shareholders. We offer electronic delivery of proxy materials to our registered shareholders, and we mail proxy materials to each registered owner who has not opted
to receive proxy materials electronically. In an effort to maintain cost effectiveness, we have, and will continue to, mail the proxy materials to those beneficial shareholders who hold greater than 10,000 of our shares.

Restrictions on Nonresident or Foreign Shareholders

Under Cayman Islands law there are no limitations on the rights of nonresident or foreign shareholders to hold or vote our Class A common shares.



|E. | Taxation
|-- | --------

The following is a summary of the
material Cayman Islands and United States Federal income tax consequences of an investment in the Class A common shares based upon laws and relevant interpretations thereof in effect as of the date of this Annual Report, all of which are
subject to change. This summary does not deal with all possible tax consequences relating to an investment in the Class A common shares, such as the tax consequences under state, local and other tax laws. You are urged to consult a tax advisor
regarding the tax treatment of our common shares.

Cayman Islands Taxation

The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in
the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought
within the jurisdiction of, the Cayman Islands. The Cayman Islands are not party to any double taxation treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

United States Federal Income Taxation

The following
summary sets forth certain material United States Federal income tax consequences



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of the purchase, ownership and disposition of the Class A common shares as a capital asset. This summary is based upon the Internal Revenue Code of
1986, as amended, or the Code, legislative history, existing and proposed U.S. Treasury regulations promulgated thereunder, published rulings by the U.S. Internal Revenue Service, or the IRS, and court decisions, all in effect as of the date of this
Annual Report, all of which authorities are subject to change or differing interpretations, which changes or differing interpretations could apply retroactively. This summary does not purport to discuss all aspects of U.S. Federal income tax which
may be relevant to particular investors, such as financial institutions, insurance companies, dealers or traders in securities or currencies, regulated investment companies, tax-exempt entities, U.S. holders, as defined below, liable for alternative
minimum tax, persons holding Class A common shares as part of a position in a straddle or as part of a hedging transaction or conversion transaction for U.S. tax purposes, persons that enter into a constructive sale transaction with respect to
Class A common shares, persons holding 10% or more of our voting shares or U.S. holders whose functional currency as defined in Section 985 of the Code is not the U.S. dollar. In addition, this summary does not discuss any foreign, state
or local tax considerations. This summary only applies to original purchasers of Class A common shares who purchase Class A common shares as capital assets, or property held for investment within the meaning of Section 1221 of the
Code.

The term U.S. holder means a beneficial owner of a note or Class A common shares who or which is:



| |  |  | a citizen or resident of the United States;
| | - |  | -------------------------------------------



| |  |  | a corporation or partnership created or organized in or under the laws of the United States or of any political subdivision of the United States;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an estate the income of which is subject to U.S. Federal income tax regardless of source;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority
to control all substantial decisions of the trust, or the trust elects under U.S. Treasury Regulations to be treated as a U.S. person; or
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any other person who is subject to U.S. Federal income taxation on a net income basis with respect to a Class A common share.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------

Partners of a partnership holding Class A common shares should consult their tax advisor.

Tax Consequences of U.S. Holders

Dividends

Subject to the discussion in Passive Foreign Investment Company Status below, in the event that a U.S. holder receives a distribution, other than
pro rata distributions of Class A common shares or rights with respect to Class A common shares, on the Class A common shares, that U.S. holder will be required to include the distribution in gross income as a taxable dividend to the
extent such distribution is paid from our current or accumulated earnings and profits as determined for United States Federal income tax purposes. Distributions in excess of our current and accumulated earnings and profits will first be treated, for
United States Federal income tax purposes, as a nontaxable return on capital to the extent of the U.S. holders basis in the Class A common shares and thereafter as gain from the sale or exchange of a capital asset. Dividends paid by us
will not be eligible for the corporate dividends received deduction. The amount of any distribution of property other than cash will be the fair market value of such property on the date of distribution. Since inception, we have not declared or paid
any cash dividends.

Dividends will constitute foreign source income for foreign tax credit limitation purposes. The limitation on foreign
taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to Class A common shares will be passive income or, in the case of U.S. holders, financial
services income. Special rules apply to individuals whose foreign source income during the taxable year consists entirely of qualified passive income and whose creditable foreign taxes paid or accrued during the taxable year do not exceed $300 or
$600 in the case of a joint return. Further, in particular circumstances, a U.S. holder that:



| |  |  | has held Class A common shares for less than a specified minimum period during which it is not protected from risk of loss;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



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| |  |  | is obligated to make payments related to the dividends; or
| | - |  | ----------------------------------------------------------



| |  |  | holds Class A common shares in arrangements in which the U.S. holders expected economic profit, after non-U.S. taxes, is insubstantial,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------

will not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on Class A common shares.

Distributions to a U.S. holder of Class A common shares or rights to subscribe for Class A common shares that are received as part of a pro
rata distribution to all our shareholders should not be subject to United States Federal income tax. The basis of the new Class A common shares or rights so received will be determined by allocating the U.S. holders basis in the old
Class A common shares between the old Class A common shares and the new Class A common shares or rights received, based on their relative fair market values on the date of distribution. However, the basis of the rights will be zero if
(i) the fair market value of the rights is less than 15% of the fair market value of the old Class A common shares at the time of distribution or (ii) the rights are not exercised and expire.

Dispositions of Shares

Subject to the discussion in
Passive Foreign Investment Company Status below, gain or loss realized by a U.S. holder on the sale or other disposition of the Class A common shares will be subject to United States Federal income tax as capital gain or loss in an
amount equal to the difference between that U.S. holders basis in the Class A common shares and the amount realized on the disposition. Such capital gain or loss will be long-term capital gain or loss if the U.S. holder has held the
Class A common shares for more than one year at the time of the sale or exchange. Generally, gain or loss realized by a U.S. holder will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes.

Passive Foreign Investment Company Status

In
General. We do not believe that we should be treated as a PFIC for U.S. federal income tax purposes for our taxable year ended December 31, 2007, based upon our analysis of: (1) our assets held at the end of each quarter of our taxable
year ending December 31, 2007, and (2) our income for our taxable year ended December 31, 2007. However, the PFIC determination is inherently factual and there is limited guidance regarding the application of the PFIC rules. There can
be no assurance that the IRS will not successfully contend, or that a court would not otherwise conclude, that we are a PFIC. Accordingly, prospective investors are strongly urged to consult with their tax advisor as to the effects of the PFIC
rules.

Further, the PFIC determination is made annually, and therefore may be subject to change in future years. Thus, we can provide no
assurance that we will not be classified as a PFIC in 2008 and beyond. However, we will take steps to reduce the possibility of being a PFIC for 2008 and beyond. The determination of whether we would become a PFIC in a future tax year would be
principally based upon:



| |  |  | the composition of our assets, including goodwill, the amount of which will depend, in part, on our total net assets and the market value of our Treasury portfolio,
which is subject to change; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the amount and nature of our income over the course of the year.
| | - |  | ----------------------------------------------------------------

We have limited control over these variables. To the extent we do have control over these variables, we may take steps to reduce the possibility of being a PFIC.

In general, we will be a PFIC with respect to a U.S. holder for any taxable year during the U.S. holding period in which:



| |  |  | at least 75% of our gross income for such taxable year is passive income; or
| | - |  | ----------------------------------------------------------------------------



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| |  |  | at least 50% of our gross assets, measured by value on a quarterly average basis, produce or are held for the production of passive income.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------

For this purpose, passive income generally includes dividends, interest, rents, royalties, other than certain rents and
royalties derived in the active conduct of a trade or business, annuities, gains from assets that produce passive income, net income from notional principal contracts and certain payments with respect to securities loans. In addition, if we own,
directly or indirectly, at least 25% by value of the stock of another foreign corporation, we will be treated as owning a proportionate share of the assets of the other corporation and as receiving directly a proportionate share of the other
corporations income.

Notwithstanding the general PFIC income and asset tests stated above, if we are a PFIC for any year during a
U.S. holders holding period and the U.S. holder does not make a valid mark-to-market or qualified electing fund (QEF) election with respect to such year, we will continue to be treated as a PFIC with respect to such a U.S. holder
in subsequent years even if we do not qualify as a PFIC in such years under the income or asset tests (the once a PFIC, always a PFIC rule). However, it may be possible for any such U.S. holder to remove the PFIC taint on the
U.S. holders Class A common shares by making one or more purging elections provided for in the Internal Revenue Code and the regulations thereunder.

If we are a PFIC in any year, you will be required to make an annual return on Internal Revenue Service (IRS) Form 8621 regarding
distributions received with respect to the Class A common shares and any gain realized on the disposition of the Class A common shares, as well as income inclusions in connection with a mark-to-market election or QEF election (if
applicable) with respect to such shares.

If we are a PFIC in any year, upon the death of any U.S. holder of Class A common shares,
such individuals heirs or estate would not be entitled to a step-up in the basis of their Class A common shares that might otherwise be available under U.S. federal income tax laws.

Certain subsidiaries of CDC Corporation may qualify as PFICs. Under certain circumstances, a U.S. holder of Class A common shares may be treated as
owning stock in such lower-tier PFICs, in which case the U.S. holder would need to separately take into account its indirect investment in such entity under the PFIC rules, including the filing requirements noted above. See Indirect Interests
in PFICs below for a discussion of the application of PFIC rules in such circumstances.

Excess Distribution Regime. If we are
a PFIC for any taxable year in a U.S. holders holding period and that U.S. holder does not have a valid mark-to-market or QEF election in place for such year (see Mark-to-Market Election and Qualified Electing Fund
Election sections below), that U.S. holder is subject to special rules applicable to excess distributions for that taxable year (the excess distribution regime). In addition, that U.S. holder will be subject to excess
distribution rules for all subsequent years in the U.S. holders holding period, regardless of whether the company continues to qualify as a PFIC (under the once a PFIC, always a PFIC rule), unless the U.S. holder makes a QEF
election (in connection with a purging election noted above), or a mark-to-market election, with respect to the U.S. holders Class A common shares. In general, the excess distribution rules apply to:



| |  |  | any excess distribution by us to the U.S. holder, which means any distributions, possibly including any return of capital distributions, received by the
U.S. holder on the Class A common shares in a taxable year, to the extent such distribution is greater than 125% of the average annual distributions received by the U.S. holder in the three preceding taxable years, or the U.S. holders
holding period for the Class A common shares, if shorter; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any gain realized on the sale or other disposition, including a pledge, of Class A common shares.
| | - |  | -------------------------------------------------------------------------------------------------

In general, under these special tax rules:



| |  |  | the excess distribution or gain is allocated ratably over the U.S. holders holding period for the Class A common shares;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



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| |  |  | the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we were a PFIC is treated as ordinary income;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the amount allocated to each of the other years (i.e., years in which we were a PFIC) would be taxed as ordinary income at the highest tax rate in effect for that
year; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the interest charge applicable to underpayments of tax would be imposed with respect to the resulting tax attributable to each prior year in which we were a PFIC.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

Mark-to-Market Election. As an alternative to the excess distribution regime, a U.S. holder may elect to
mark-to-market our Class A common shares that constitute marketable stock under the regulations. If the election is made, the U.S. holder would be required to include as ordinary income the amount of any increase in the market value
of the Class A common shares since the close of the preceding taxable year, or the beginning of the U.S. holders holding period, if such holding period began during the taxable year. Likewise, the U.S. holder would be allowed an ordinary
deduction for the amount of any decrease in the market value of the Class A common shares since the close of the preceding taxable year, subject to certain limitations. In general, the U.S. holder can deduct only the lesser of: (1) the
amount by which the stocks adjusted basis exceeds its fair market value on the last day of the U.S. holders taxable year, or (2) the excess of the mark-to-market gain included in prior taxable years over the amount allowed as a
deduction in prior taxable years (the unreversed inclusions). The U.S. holders basis in our Class A common shares is increased by the amount of any ordinary income, and reduced by the amount of any deduction, arising under the
mark-to-market election. In the case of a sale or other disposition of Class A common shares as to which a mark-to-market election is in effect, any gain realized on the sale or other disposition is treated as ordinary income. Any loss realized
on the sale or other disposition is treated as an ordinary deduction, up to the amount of the unreversed inclusions attributable to such stock. To the extent the loss exceeds the unreversed inclusions, it will be subject to the rules generally
applicable to losses provided elsewhere in the Internal Revenue Code and the regulations thereunder. We expect that the Class A common shares to be marketable within the meaning of the Treasury Regulations. See Indirect Interests in
PFICs below for information regarding the availability of mark-to-market elections with respect to indirect interests in PFICs.

Qualified Electing Fund Election. As a second alternative to the excess distribution regime, a U.S. holder can make a QEF election to include currently in income that U.S. holders pro rata share of a PFICs earnings and
net capital gains each year, regardless of whether or not dividend distributions are actually distributed. This means a U.S. holder could have a tax liability for the earnings or gain without a corresponding receipt of cash (however, an election is
available to defer income recognition in certain circumstances). In general, the U.S. holders basis in the Class A common shares is increased to reflect the amount of the taxed but undistributed income, and distributions of previously
taxed income are not taxed but result in a corresponding reduction of the U.S. holders basis in the Class A common shares. Losses do not flow up to a U.S. holder of Class A common shares for which a QEF election has been made.

Each U.S. holder who desires QEF treatment must separately make a QEF election. In general, the first U.S. person in a chain of ownership
may make the QEF election. For example, a U.S. partnership makes the QEF election on behalf of its U.S. partners. To avoid the excess distribution rules, the election must be made beginning with the first year in the U.S. holders holding
period in which the company qualifies as a PFIC (see the discussion of the once a PFIC, always a PFIC rule above). To make a QEF election you will need to have an annual information statement from the PFIC setting forth the earnings and
capital gains for the year. We will make our 2006 PFIC annual information statement and other PFIC-related information available upon request. Any such information provided upon request does not constitute a part of this Annual Report.

In general, a U.S. holder must make a QEF election on or before the due date for filing its income tax return, including extensions (but not on an
amended return), for the year to which the QEF election will apply. However, U.S. holders are permitted to make retroactive elections in certain circumstances. Investors should consult their tax advisors as to the circumstances under which a QEF
election can be made and the consequences of making a QEF election. See Indirect Interests in PFICs below for information regarding the availability of QEF elections with respect to indirect interests in PFICs.



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##### Index to Financial Statements

Indirect Interests in PFICs. In certain circumstances, a U.S. holder of Class A common stock
may be subject to the PFIC rules with respect to subsidiaries of CDC Corporation, or other foreign corporations in which CDC Corporation directly or indirectly invests, that separately qualify as PFICs. In this regard, the PFIC rules generally treat
a shareholder of a first-tier foreign corporation as if it owned stock of lower-tier corporations directly or indirectly owned by such first-tier foreign corporation if certain ownership tests are met. If the first-tier foreign corporation does not
qualify as a PFIC, a shareholder of such corporation is treated as owning stock of lower-tier subsidiaries of such corporation only if such shareholder owns at least 50% of the value of the first-tier corporations stock. However, if the
first-tier foreign corporation qualifies as a PFIC, a shareholder of such corporation is treated as owning stock of any subsidiary directly owned by such first-tier foreign corporation in proportion to the value of such shareholders interest
in such first-tier foreign corporation. The ownership attribution rules are applied successively through tiers of ownership, including through pass-through entities such as partnerships. Thus, for example, a shareholder of the first-tier foreign
corporation could be treated as owning stock in a third-tier foreign corporation, depending upon the respective ownership percentages in the chain of ownership.

The rules applicable to such indirect investments in foreign entities are complex. In general, the excess distribution rules may treat an indirect shareholder of PFIC stock as (1) recognizing income with respect
to distributions on such PFIC stock to the actual owner of such stock, and (2) as recognizing gain with respect to the disposition of such PFIC stock by the actual owner of such stock, or the disposition of the interest in the actual owner (or
any other intermediate entity) through which the indirect shareholder is treated as owning stock in the PFIC.

In addition, mark to market
elections generally are not available with respect to interests in lower-tier PFICs that are owned indirectly through one or more foreign corporations. However, QEF elections generally are permitted for interests in lower tier PFICs. U.S. holders
that are treated as owning lower-tier PFICs are required to make a separate QEF election for each such PFIC if they want to treat it as a QEF. As discussed above, making a QEF election requires that the PFIC supply certain information to the
shareholder. There can be no assurance that any such lower-tier PFIC would provide U.S. holders the necessary information to make the QEF election. U.S. holders are urged to consult their tax advisers regarding the consequences of the indirect
acquisition, ownership and disposition of interests in PFICs.

Although we generally will be treated as a PFIC as to any U.S. holder if we
are a PFIC for any year during a U.S. holders holding period, if we cease to satisfy the requirements for PFIC classification, you may avoid such classification for years after such cessation if (1) you have made a QEF election in the
first taxable year in which you own the Class A common shares, or (2) you elect to recognize gain based on the realized appreciation in the Class A common shares through the close of the tax year in which we cease to be a PFIC.

We have made our 2005, 2006 and 2007 PFIC annual information statements and other PFIC-related information available under a link entitled
Tax Information under the Investor Relations section on our corporate website which you may access at . Information contained on our website does not constitute a part of this Annual Report.

Transfer Reporting Requirements

Under recently
promulgated regulations, a U.S. holder, including a tax exempt entity, that purchases Class A common shares for cash will be required to file an IRS Form 926 or similar form with the IRS, if (1) the U.S. holder owned, directly or by
attribution, immediately after the transfer at least 10% by vote or value of us, or (2) the purchase, when aggregated with all purchases made by that U.S. holder, or any related person thereto, within the preceding 12 month period, exceeds $0.1
million. If a U.S. holder fails to file any such required form, the U.S. holder could be required to pay a penalty equal to 10% of the gross amount paid for the Class A common shares, subject to a maximum penalty of $0.1 million, except in
cases involving intentional disregard. You should consult your tax advisors with respect to this or any other reporting requirement which may apply with respect to their acquisition of the Class A common shares.



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Backup Withholding and Information Reporting

The relevant paying agents for the shares must comply with information reporting requirements in connection with dividend payments or other taxable
distributions made within the U.S. on the Class A common shares to a non-corporate U.S. person. In addition, backup withholding at the rate of 31% generally will apply to those payments unless the beneficial owner provides an
accurate taxpayer identification number on a properly completed IRS Form W-9, certifies its non-U.S. status under penalties of perjury on a properly completely IRS Form W-8BEN, or otherwise certifies that the beneficial owner is not subject to
backup withholding.

Payment of the proceeds from sale of the Class A common shares to or through a U.S. office of a broker is subject
to both U.S. backup withholding and information reporting requirements, unless the beneficial owner provides an accurate taxpayer identification number or establishes an exemption from backup withholding, as described in the preceding paragraph. In
general, neither U.S. backup withholding nor information reporting will apply to a payment of sale proceeds made outside the U.S. through an office outside the U.S. of a non-U.S. broker. Special rules may require information reporting in the case of
payments of sale proceeds made outside the U.S. through a U.S. broker.

Amounts withheld under the backup withholding rules may be credited
against a U.S. holders U.S. federal income tax liability, and a holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS.



|F. | Dividends and Paying Agents
|-- | ---------------------------

None.



|G. | Statement by Experts
|-- | --------------------

Not applicable.



|H. | Documents on Display
|-- | --------------------

Any statement in this Annual
Report about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit to the registration statement, the contract or document is deemed to modify the description contained in this Annual
Report. You should review the exhibits for a complete description of the contract or document.

We are subject to the periodic reporting
and other informational requirements of the Securities Exchange Act of 1934, as amended. As such, we are required to file reports and other information with the Securities and Exchange Commission. Specifically, we are required to file an Annual
Report on Form 20-F no later than six months after the end of our fiscal year, which is December 31. Copies of the this Annual Report on Form 20-F and its accompanying exhibits, as well as reports and other information, when filed, may be
inspected without charge and may be obtained at prescribed rates at the public reference facilities maintained by the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information regarding the
Washington, D.C. Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. You may access the Securities and Exchange Commissions Web site at http://www.sec.gov. Our Class A common shares are listed for
trading on NASDAQ under the symbol CHINA. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing of proxy statements, and officers, directors and principal shareholders are exempt from
the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

We furnish our shareholders
with annual reports, which include a review of operations and annual audited consolidated financial statements prepared in conformity with US GAAP.



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##### Index to Financial Statements

|I. | Subsidiary Information
|-- | ----------------------

For a listing of our
material subsidiaries, see Item 4.C  Information on the Company  Organizational Structure.



| | ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
| | -------- | ----------------------------------------------------------

You should read the following discussion of our Quantitative and Qualitative Disclosures About Market Risk together with our financial condition and results of operations as set forth in Item 5 of this Annual Report, Operating and
Financial Review and Prospects and with our consolidated financial statements and the related notes included elsewhere in this Annual Report.

Market risk is the risk related to adverse changes in market prices of financial instruments. We are exposed to various types of market risks, including changes in interest rates and foreign currency exchange rates, in the normal course of
business. In addition, we are exposed to investment risks due to our substantial investment holdings of available-for-sale debt securities. Our market risk exposure categories at December 31, 2007 are the same as the categories at
December 31, 2006. Our quantitative exposures within those categories at December 31, 2007 have decreased from the exposures at December 31, 2006. Certain risks (namely, interest rate and credit risk) have also decreased due to lower
balances of securities in 2007. The amount of the carrying value on our available for sale investments is the same as the fair value because we have marked our investments to market at the end of the period (through Accumulated Other
Comprehensive Income when gains/losses are deemed to be temporary and through the Income Statement when losses are deemed to be other than temporary). Investments that are held to maturity are stated at their original cost and gains/losses are not
recognized in the Income Statement until they are realized.

Interest Rate Risk.Our exposure to interest rate risk relates
primarily to our short-term and long-term available-for-sale debt securities. We are most vulnerable to changes in short-term U.S. interest rates. In general, when interest rates change, the price of a fixed-coupon bond changes in the opposite
direction. Thus, when interest rates increase, a bonds value drops. If we were to sell securities under such adverse interest rate conditions, we could lose some of our principal. Historically, the fluctuation in value of our debt portfolio
has not exceeded 5% although there can be no guarantee that our portfolio will not undergo greater fluctuations in the future.

As of
December 31, 2006 and 2007, we had invested $153.4 million and $153.4 million, respectively, in fixed and variable rate debt securities which are denominated in US dollars. At December 31, 2006, our debt securities balances included $30.5
million of restricted debt securities set aside as collateral pursuant to $18.7 million in drawdowns under our credit and repurchase facilities. At December 31, 2007, our debt securities balances included $30.9 million of restricted debt
securities set aside as collateral pursuant to $30.0 million in drawdowns under our credit and repurchase facilities.

The following table
sets forth information as of December 31, 2007 about our debt security investments that are sensitive to changes in interest rates:



|                 |  |                                                    |             |   |      |   |      |   |      |   |       |   |       
|---------------- |  | -------------------------------------------------- | ----------- | - | ---- | - | ---- | - | ---- | - | ----- | - | ------
|                 |  | Expected Maturity Dates                           
|                 |  | 2008                                               |             |   | 2009 |   | 2010 |   | 2011 |   | Total
|                 |  | (in thousands of U.S. dollars, except percentages)
|Debt securities: |  |                                                    |             |   |      |   |      |   |      |   |       |   |       
|Unsecured        |  | $                                                  | 74,595      |   |      |  |      |  |      |  |       | $ | 74,595
|Fixed Rate       |  |                                                    | 3.03%-4.125 | % |      |  |      |  |      |  |       |   |      
|Secured          |  |                                                    |            |   |      |  |      |  |      |  |       |   |      
|Fixed rate       |  |                                                    |            |   |      |  |      |  |      |  |       |   |      
|                 |  |                                                    |             |   |      |   |      |   |      |   |       |   |       
|Total            |  | $                                                  | 74,595      |   |      |  |      |  |      |  |       | $ | 74,595

Foreign Exchange Risk. Most of our monetary assets and liabilities are denominated in
Australian dollars, Canadian dollars, Euros, Hong Kong dollars, RMB, and U.S. dollars. We do not use derivatives to hedge against foreign currency fluctuations. As exchange rates in these currencies vary, our revenues and operating results, when
translated, may be adversely impacted and vary from expectations. The effect of



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##### Index to Financial Statements

foreign exchange rate fluctuations on our financial results for the year ended December 31, 2007 was not material. All of our debt securities are
US-dollar denominated and therefore not subject to foreign currency risk. However, as long as we continue to rely on US-dollar denominated interest income for a significant portion of our cash flows and use this to support our operations, any
material depreciation of the U.S. dollar against currencies of the countries where we have operations might have a negative effect on our cash flows.

The PRC Renminbi, or 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 United States 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.

Credit
Default and Investment Risk.When we purchase debt securities as part of our treasury management program, we are subject to risks that can reduce the value of our investments. The primary factors that can cause significant fluctuations or a
decline in the fair market value of our investments include:



| |  |  | the issuers actual or perceived credit quality;
| | - |  | ------------------------------------------------



| |  |  | increased writedowns for goodwill or intangible assets;
| | - |  | -------------------------------------------------------



| |  |  | declining revenues or earnings that fall short of expectations; and
| | - |  | -------------------------------------------------------------------



| |  |  | inability to comply with financial instrument covenants.
| | - |  | --------------------------------------------------------

These and other indicators could reduce the value of our investments due to:



| |  |  | reduced liquidity;
| | - |  | ------------------



| |  |  | ratings downgrades, or a negative outlook by credit agencies;
| | - |  | -------------------------------------------------------------



| |  |  | a decline in the price of an issuers equity or debt securities; or
| | - |  | -------------------------------------------------------------------



| |  |  | an issuer being placed on CreditWatch.
| | - |  | --------------------------------------

While all of our current investments in debt securities are believed to be investment grade, there can be no assurance that the issuers of those securities will not default on their obligations or their ratings will remain investment grade.
A debt security may remain an investment grade instrument, but events such as those listed above could cause the value of that debt security to decline. In such an instance, we would suffer either an actual loss if we sell the debt security, a mark
to market loss in the statement of operations if the decline in fair market value is deemed to be other-than-temporary, or a loss in accumulated other comprehensive loss if the decline is not other-than-temporary. For the year ended
December 31, 2007, we recorded approximately $2.2 million in accumulated other comprehensive loss in the shareholders equity account in our consolidated balance sheet as a result of declines in value.

We are exposed to the risk of default by the issuers of our debt securities. We can quantify the risk by dividing our debt securities portfolio into the
four primary risk categories based on the Standard and Poors credit ratings of the debt issuers as of December 31, 2007. Even if an issuer did not default, but the market perceives an increased likelihood of a default, we may suffer a
principal loss if we sell a debt security of such issuer under unfavorable market circumstances. The table below sets forth the value of our debt securities as of December 31, 2006 and 2007 as categorized based on ratings assigned to our debt
securities by each of Standard & Poors and Moodys Investors Service.



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##### Index to Financial Statements

|                                                               |  |                               |  |       |  |     |  |         |  |      
|-------------------------------------------------------------- |  | ----------------------------- |  | ----- |  | --- |  | ------- |  | -----
|Rating (Standard & Poors) Rating
(Moodys Investors Service)  |  | AAAAaa                        |  | AAAa2 |  | AA2 |  | BBBBaa2 |  | Total
|                                                               |  | (in millions of U.S. dollars)
|Amounts of debt securities outstanding as of December 31, 2006 |  |                               |  |       |  |     |  |         |  |      
|Moodys Investors Service                                      |  | 114.4                         |  |      |  |    |  | 39.0    |  | 153.4
|Standard & Poors                                              |  | 114.4                         |  |      |  |    |  | 39.0    |  | 153.4
|                                                               |  |                               |  |       | 
|Rating (Standard & Poors) Rating (Moodys Investors Service)  |  | AAAAaa                        |  | AAAa2 |  | AA2 |  | BBBBaa2 |  | Total
|                                                               |  | (in millions of U.S. dollars)
|Amounts of debt securities outstanding as of December 31, 2007 |  |                               |  |       |  |     |  |         |  |      
|Moodys Investors Service                                      |  | 74.6                          |  |      |  |    |  |        |  | 74.6 
|Standard & Poors                                              |  | 74.6                          |  |      |  |    |  |        |  | 74.6 

Reinvestment Risk/Call Risk. If interest rates decrease, it is possible that issuers of
debt securities with the right to call such instruments might exercise their right to call, or exercise the right to buy back their debt at predetermined dates prior to their maturity date at a predetermined price. If this were to happen our
portfolio yield could potentially decrease as we might have to reinvest proceeds at lower interest rates. In addition, the cash flows associated with callable bonds are somewhat unpredictable, since the bond life could be much shorter than its
stated maturity.

Illiquidity and Market Value Volatility Risk (CDO Specific). The preference shares of a CDO investment should be
viewed as a longer term investment, not a trading vehicle. 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 (such as in connection with an optional redemption, auction call redemption, mandatory redemption or a liquidation of the portfolio following an event of default) 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 (CDO Specific). 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.

Default and Yield Risk (CDO Specific). 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 the
CDO investments are VIEs, however, as our ownership in each does not constitute a primary beneficiary interest, we have not consolidated either entity.

Risks Related to the Collateralized Line of Credits.We have a collateralized credit facility in place with Standard Chartered Bank. As of December 31, 2007, we have a balance outstanding on this line of
credit of $30.0 million. This credit facility creates the following three primary risks for us:



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##### Index to Financial Statements

| |  |  | The risk associated with increased leverage, which includes our ability to pay back the borrowed funds in a timely manner and without which we may need to liquidate
a portion of our debt security portfolio at a time where we may need to incur losses on the sale of sufficient debt instruments to repay the borrowing.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | By setting aside debt securities as collateralized credit facility under our repurchase facilities, we incur the risk that if the credit facilities themselves were
to undergo an insolvency event, we could lose all or part of our debt securities set aside at such time with the bank. Currently, Standard Chartered Bank Aa3 by Moodys Investors Service, and Standard Chartered Banks credit rating is A by
Standard & Poors and A2 by Moodys Investors Service.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The interest that we pay under our repurchase facilities is dependent upon LIBOR and therefore, our future interest expenses with respect to any amounts drawn down
under the repurchase facilities may exceed our expectations due to changes in interest rates. For example, if LIBOR rises rapidly over the next few years, interest expenses will rise, as well.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Negative Interest Rate Differential. When purchasing debt securities using proceeds from our repurchase facilities, we expect the coupon paid on
these debt securities will be higher than the interest we pay on our repurchase facilities. However, we will be exposed to the risk of a negative interest rate differential, or negative carry situation, if interest rates rise. For example, if on the
day of a drawdown current LIBOR is 1.2%, and our cost of borrowing is LIBOR plus 0.2%, our total cost of borrowing will be 1.4%. Since the interest rate on our repurchase facilities are reset either every three, six or twelve months as we so choose
prior to each drawdown, assuming we use the proceeds from our repurchase facilities to purchase a fixed-rate coupon bond yielding 2.3% and a 1.0% increase in LIBOR occurs, our total borrowing cost on the facility would increase to 2.4%.

Equity Price Risk

As of December 31, 2007, we
had $3.9 million invested in shares of publicly listed companies. The table below presents the carrying amounts and fair values of our investment in shares of publicly listed companies, which are held for non-trading purposes. The amount of the
carrying value is the same as the fair value, because we have marked to market the carrying amount of our investments as at the end of the period.



|                                                   |  |                   |     |                   |   |                |  |           |     |  |   |    
|-------------------------------------------------- |  | ----------------- | --- | ----------------- | - | -------------- |  | --------- | --- |  | - | ---
|                                                   |  | December 31, 2006 |     | December 31, 2007
|                                                   |  | Carryingamount    |     | Fairvalue         |   | Carryingamount |  | Fairvalue
|Available-for-sale equity securities (in millions) |  | $                 | 3.5 |                   | $ | 3.5            |  | $         | 3.9 |  | $ | 3.9



| | ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
| | -------- | ------------------------------------------------------

Not applicable.



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PART II



| | ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
| | -------- | -----------------------------------------------

Not applicable.



| | ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
| | -------- | ----------------------------------------------------------------------------

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

In connection with our issuance of the notes, we are subject to various negative covenants until
the earlier of the date that less than 25% of the notes remain outstanding or in the event that a public offering by CDC Software or CDC Games has occurred, the three-year anniversary of the issue date. We agreed that we will not incur any debt
other than permitted debt unless after giving effect to such debt:



| |  |  | the leverage ratio is less than 6.0 to 1 as reflected in our consolidated financial statements for the immediately preceding four fiscal quarters;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our aggregate debt does not exceed 50% of our total capitalization on a consolidated basis as reflected in our consolidated financial statements for the immediately
preceding four fiscal quarters; or
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our consolidated cash flow exceeds two times the sum of consolidated interest expense and capital expenditures during the immediately preceding four fiscal
quarters.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

We also may not create, assume or incur any mortgage, pledge lien, or other security interest except for
certain permitted liens, which include existing liens, intracompany liens, liens over assets of CDC Software to secure a credit facility to CDC Software in an amount not exceeding $30 million, liens securing assets acquired or constructed after the
closing to secure the cost of such acquisition or construction, provided such liens do not exceed 80% of the fair market value of the asset, or any lien resulting from renewing extending or replacing a lien.

Pursuant to the negative covenants we are also not permitted to pay dividends to our common shareholders (other than dividends of our common shares) or
repurchase any shares of our capital stock or any of our subsidiaries, provided, however, that we may purchase voting equity in any non-wholly owned subsidiary or make purchases pursuant to a stock repurchase program.



| | ITEM 15. | CONTROLS AND PROCEDURES
| | -------- | -----------------------

Disclosure Controls and Procedures

Management, under the supervision and with the participation of its Chief Executive Officer (CEO) and Chief Financial
Officer (CFO), evaluated the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Act), as of the end of period covered by this report. Management
concluded that, as of December 31, 2007, the Companys disclosure controls and procedures were not effective primarily because of the identification of material weaknesses in our internal control over financial reporting, which we view as
an integral part of our disclosure controls and procedures. In addition, our disclosure controls and procedures not relating to internal control over financial reporting were not sufficiently documented and were not designed to require all
accounting and financial employees, and other corporate employees with specific knowledge of, or responsibility for, other disclosures to complete quarterly certifications (management representations).

Based on a number of factors, including our internal review that identified revisions to our previously issued financial statements, efforts to remediate
the material weaknesses in internal control over



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financial reporting described below, and the performance of additional procedures by management designed to ensure the reliability of our financial
reporting, we believe that the consolidated financial statements in this report fairly present, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods, presented, in conformity
with accounting principles generally accepted in the United States of America (GAAP).

We have reviewed and implemented
additional disclosure controls and procedures. We intend to implement an enhanced quarterly certification (management representation) process that is expected to include not just the signoff by executive management and the business unit executives,
but also by managers of the corporate finance departments, senior leadership at the corporate office and other business and finance employees who are significantly involved in the financial reporting process. These new processes is expected to help
ensure Company employees at various levels make full and complete representations concerning, and assume accountability for, the accuracy and integrity of our financial statements and other public disclosures.

Attached as exhibits to this Annual Report on Form 20-F are certifications of our CEO and CFO, which are required by Rule 13a-14 of the Act. This
Disclosure Controls and Procedures section includes information concerning managements evaluation of disclosure controls and procedures referred to in those certifications and, as such, should be read in conjunction with the certifications of
the CEO and CFO.

Managements Report on Internal Control over Financial Reporting

CDC Corporations management is responsible for establishing and maintaining adequate internal control over financial reporting. Pursuant to the
rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the Companys principal executive and principal financial officer and
effected by CDC Corporations board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. This includes those policies and procedures that:



| |  |  | Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts
and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a
material effect on the financial statements.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Management performed an assessment of the effectiveness of the
Companys internal control over financial reporting as of December 31, 2007, utilizing the criteria described in the Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The objective of this assessment was to determine whether the Companys internal control over financial reporting was effective as of December 31, 2007. That assessment identified the following
control deficiencies as of December 31, 2007, that constituted material weaknesses. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the companys annual financial statements will not be prevented or detected on a timely basis.

Financial Statement Close and Reporting

Management has concluded that a material weakness exists in documentation and
procedures relating to the financial statement close process that result in a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected.

Specific control deficiencies identified relating to the financial statement close process include:



| |  |  | Lack of policy, procedures, and controls including review and approval procedures to ensure that financial statements for external purposes are prepared in
accordance with generally accepted accounting principles including periodic in-depth review of the proper application of generally accepted accounting principles to the specific facts and circumstances of each of our businesses;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Lack of adequate controls and procedures to mitigate the risks associated with decentralized accounting operations and systems;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | Lack of adequate policies and procedures with respect to journal entries and account reconciliations, including insufficient supporting detail and inconsistent
evidence of management review; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Lack of sufficient personnel with appropriate skills and experience to properly prepare journal entries and account reconciliations and to do so in a timely manner.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

These control deficiencies related to the financial statement close process affect all of our significant accounts. As a
result of these control deficiencies, management recorded material adjustments to the financial statements during the year ended December 31, 2007. These control deficiencies could result in a material misstatement to the annual consolidated
financial statements that would not be prevented or detected.

Income Taxes

Management has also concluded that a material weakness exists in accounting for income taxes that results in a reasonable possibility that a material
misstatement of the financial statements will not be prevented or detected.

Specific control deficiencies identified relating to the
accounting for income tax process include:



| |  |  | Lack of procedures and controls related to the preparation and review of the tax provision designed to ensure that our deferred tax provision and deferred tax asset
and liability balances are accurate and determined in accordance with generally accepted accounting principles; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Lack of sufficient personnel with appropriate skills and experience to properly account for income taxes in accordance with generally accepted accounting
principles.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

These control deficiencies could result in a misstatement of the tax provision and deferred tax asset and
liability balances that would result in a material misstatement to the annual consolidated financial statements that would not be prevented or detected.

Treasury Management

Management has concluded that a material weakness exists in the management of our investments and other
treasury related activities that result in a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected. This limits our ability to effectively manage risk in the treasury/capital transactions
component of our strategy and could result in unexpected losses and adjustments to the carrying value of investments and derivatives employed by us.

Specific control deficiencies identified relating to the treasury management process include a lack of sufficient personnel with appropriate skills and experience to adequately assess and monitor the accounting,
economics, performance and risks related to complex treasury transactions.



188



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##### Index to Financial Statements

The above material weakness resulted in the temporary event of default on our $168 million Convertible
Notes as disclosed in Footnote 11 of Notes to Consolidated Financial Statements.

Because of the material weaknesses described above, our
management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2007, based on the criteria in Internal ControlIntegrated Framework issued by the COSO. The attestation
report of our independent registered public accounting firm is included in Part III, Item 18. Financial Statements of this report under the captions entitled Report of Independent Registered Public Accounting Firm.

Change in Internal Control over Financial Reporting

Management has taken the following steps during 2007 to begin the remediation process:



| |  |  | Hired a Chief Accounting Officer and additional accounting staff with the technical accounting skill to comply with generally accepted accounting principles.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Increased accounting resources in November 2007 to assist the accounting group in beginning the remediation process on the material control weaknesses noted above
and to improve the timeliness and quality of account reconciliations in preparation for the year end reporting process.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Redesigned the account reconciliation process has been redesigned to provide better support for account balances and to ensure all significant accounts are
reconciled as a part of the year end close process.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Increased detailed reviews of account balances with additional accounting staff to compensate for the control weaknesses identified.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Improved our consolidation process to help ensure complete and accurate accounting for all entities.
| | - |  | ----------------------------------------------------------------------------------------------------

Remediation activities are underway but have not been fully implemented.

Remediation Steps to Address Material Weaknesses

Our executive, regional and
financial management are committed to achieving and maintaining a strong control environment. In addition, management remains committed to the process of developing and implementing improved corporate governance and compliance initiatives. Our
management team has been actively working on remediation efforts, as discussed above, to address the material weaknesses, as well as other identified areas of risk. In 2008, we have taken the following additional steps to remediate our material
weaknesses:



| |  |  | Hired a Vice President of Tax.
| | - |  | ------------------------------



| |  |  | Assigned acting Treasurer duties to lead finance person located in Hong Kong.
| | - |  | -----------------------------------------------------------------------------

Management has applied the above remediation steps and incorporated substantive review procedures during the year end financial statement close process
to compensate for the control weaknesses relating to reporting the financial results as of December 31, 2007.

Prospectively, the
company intends to undertake further efforts to remediate the control weaknesses identified, including:



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| |  |  | We are in the process of developing, and/or clarifying existing accounting policies related to estimates involving significant management judgments, as well as
other financial reporting areas. The new policies are intended to focus on ensuring appropriate review and approval, define minimum documentation requirements, establish objective guidelines to minimize the degree of judgment in the determination of
certain accruals, enforce consistent reporting practices, and enable effective account reconciliation, trend analyses, and exception reporting capabilities.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We plan to hire additional tax personnel and a full time treasurer to help address the material weakness in these areas.
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | We plan to make further additions to our accounting staff to allow for an improved process of month end account reconciliations that includes a more timely
reconciliation processes with enhanced review processes of significant accounts and accounting entries including income taxes.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We plan to complete the consolidation of our entities into geographical centers to leverage our technical accounting resources and to reduce the complexity in our
month end consolidation process by eliminating duplicative accounting processes and to leverage the use of a common general ledger and financial reporting system.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are planning to have our regional controllers take the following steps to improve internal control over financial reporting:
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | Conducting reviews of accounting processes to incorporate technology improvements to strengthen the design and operation of controls;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Formalizing the process, analytics, and documentation around the monthly analysis of actual results against budgets and forecasts conducted within the accounting
and finance departments;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Improving quality control reviews within the accounting function to ensure account analyses and reconciliations are completed accurately, timely, and with proper
management review; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Formalizing and expanding the documentation of our procedures for review and oversight of financial reporting.
| | - |  | --------------------------------------------------------------------------------------------------------------

We intend to continue to monitor our internal controls and our progress on the remediation steps identified above and, if further improvements or
enhancements are identified, take steps to implement such improvement or enhancements.

We believe the measures described above, once
designed and operating effectively, will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will diligently
and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional remediation measures or determine to modify, or
in appropriate circumstances not to complete, certain of the remediation measures described above.

Inherent Limitations over
Internal Controls

Our system of controls is designed to provide reasonable, not absolute, assurance regarding the
reliability and integrity of accounting and financial reporting. Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control
system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. These inherent limitations include the following:



| |  |  | Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

| |  |  | Controls can be circumvented by individuals, acting alone or in collusion with each other, or by management override.
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future conditions.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, have been detected.



| | ITEM 15T. | CONTROLS AND PROCEDURES
| | --------- | -----------------------

Not applicable.



| | ITEM 16. | [RESERVED]
| | -------- | ----------



| | ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT
| | --------- | --------------------------------

Our board of
directors has determined that Thomas M. Britt, III is an audit committee financial expert. Mr. Britt is an independent audit committee member, as such term is defined in the listing standards applicable to us. See Item 6.A 
Directors, Senior Management and Employees  Directors and Senior Management.



| | ITEM 16B. | CODE OF ETHICS
| | --------- | --------------

We have adopted a Code of Ethics
and Guidelines for Employee Conduct, or Code of Conduct, that applies to our principal executive officer, principal financial officer and principal accounting officer as well as all our directors, other officers and employees. We undertake to
provide to any person, without charge, upon request, a copy of such Code of Conduct. Such a request may be sent to the address on the cover of this Form 20-F to the attention of Investor Relations.



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##### Index to Financial Statements

| | ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
| | --------- | --------------------------------------

Deloitte & Touche LLP served as our independent registered public accounting firm for the fiscal year ended December 31, 2006 and 2007 and Ernst & Young served as our independent public accountant for the fiscal year
ended December 31, 2005, for which audited financial statements appear in this Annual Report on Form 20-F. Our auditor is ratified annually by our shareholders at the Annual General Meeting.

(a) Audit Fees.Aggregate audit fees billed were $2.0 million in fiscal 2006 and $2.7 million in fiscal 2007. Audit fees
consist of fees billed for the annual audit of our consolidated financial statements and the statutory financial statements of our subsidiaries.

(b) Audit-Related Fees.Aggregate audit-related fees billed were $4.6 in fiscal 2006 and $2.9 million in fiscal 2007. Audit-related fees consist of fees billed for attestation services that are not required by
statue or regulation, fees related to audits and registration statements of subsidiaries in connection with the subsidiary securities filings and consultation concerning financial accounting or that are traditionally performed by the external
auditor.

(c) Tax Fees. Aggregate tax fees billed were $15,000 in fiscal 2006 and $47,116 in fiscal 2007. Tax fees include fees
billed for tax compliance services, including the preparation of original and amended tax returns and claims for refund; tax consultations, such as assistance in connection with tax audits and appeals, transfer pricing, and requests for rulings or
technical advice from taxing authorities; tax planning services; and expatriate tax compliance, consultation and planning services.

(d)
All Other Fees. The aggregate of all other fees was nil in fiscal 2006 and $70,000 in fiscal 2007.

(1) Audit
Committee Pre-approval Policies and Procedures

The audit committee of our board of directors is responsible, among other
matters, for the oversight of the external auditor subject to the requirements of applicable securities and corporate laws. The audit committee has adopted a policy regarding pre-approval of audit and permissible non-audit services provided by our
independent public accounting firm, or the Policy. Under the Policy, proposed services are approved either (i) by general approval, which provides pre-approval by the audit committee without consideration of specific case-by-case services; or
(ii) specific pre-approval, which provides the specific pre-approval of the audit committee. The audit committee may delegate either type of pre-approval authority to one or more of its members. The appendices to the Policy set out the audit,
audit-related, tax and other services that have received the general pre-approval of the audit committee; these services are subject to annual review by the audit committee. All other audit, audit-related, tax and other services must receive a
specific pre-approval from the audit committee.

(2) Percentage of Services Approved by the Audit Committee

During fiscal 2007, all of the fees for services provided to us by Deloitte & Touche LLP described in each of paragraphs
(b) through (d) above were approved by the audit committee pursuant to paragraph (c)(7)(i)(c) of rule 2-01 of Regulation S-X. Fees were approved either by general or specific approval, as described in paragraph (e)(1) above.



| | ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
| | --------- | ----------------------------------------------------------

Not
Applicable.



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##### Index to Financial Statements

| | ITEM 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers
| | --------- | ----------------------------------------------------------------------

Issuer Purchases of Equity Securities



|                                        |  |                                            |  |                                 |      |                                                                                       |           |                                                                                               |   |           
|--------------------------------------- |  | ------------------------------------------ |  | ------------------------------- | ---- | ------------------------------------------------------------------------------------- | --------- | --------------------------------------------------------------------------------------------- | - | ----------
|Period                                  |  | (a) Total Numberof Shares Purchased (1)(2) |  | (b) Average Price PaidPer Share |      | (c) Total number of SharesPurchased as Part ofPublicly Announced Plansor Programs (1) |           | (d) Approximate DollarValue of Shares that MayYet Be Purchased
Underthe Plans or Programs (1)
|January 1, 2007 to January 31, 2007     |  |                                           |  |                                 |     |                                                                                       |          |                                                                                               | $ | 32,106,250
|February 1, 2007 to February 28, 2007   |  |                                           |  |                                 |     |                                                                                       |          |                                                                                               | $ | 32,106,250
|March 1, 2007 to March 31, 2007         |  | 40,000                                     |  | $                               | 8.96 |                                                                                       | 40,000    |                                                                                               | $ | 31,748,009
|April 1, 2007 to April 30, 2007         |  | 738,000                                    |  | $                               | 9.12 |                                                                                       | 738,000   |                                                                                               | $ | 25,016,704
|May 1, 2007 to May 31, 2007             |  | 575,000                                    |  | $                               | 8.70 |                                                                                       | 575,000   |                                                                                               | $ | 20,016,586
|June 1, 2007 to June 30, 2007           |  | 51,000                                     |  | $                               | 8.32 |                                                                                       | 51,000    |                                                                                               | $ | 19,592,019
|July 1, 2007 to July 31, 2007           |  | 1,500                                      |  | $                               | 8.47 |                                                                                       | 1,500     |                                                                                               | $ | 19,579,319
|August 1, 2007 to August 31, 2007       |  | 141,000                                    |  | $                               | 8.21 |                                                                                       | 141,000   |                                                                                               | $ | 18,420,669
|September 1, 2007 to September 30, 2007 |  | 996,600                                    |  | $                               | 7.36 |                                                                                       | 671,050   |                                                                                               | $ | 13,483,873
|October 1, 2007 to October 31, 2007     |  |                                           |  |                                 |     |                                                                                       |          |                                                                                               | $ | 13,483,873
|November 1, 2007 to November 30, 2007   |  | 366,000                                    |  | $                               | 6.31 |                                                                                       |          |                                                                                               | $ | 13,483,873
|December 1, 2007 to December 31, 2007   |  | 60,000                                     |  | $                               | 3.96 |                                                                                       |          |                                                                                               | $ | 13,483,873
|TOTAL                                   |  | 2,969,200                                  |  |                                 |     |                                                                                       | 2,217,650 |                                                                                               | $ | 13,483,873



|(1) | Unless otherwise specified, all information contained in this Annual Report, including share and per share data, reflects the two-for-one share splits approved by our shareholders
as of each of December 6, 1999 and April 28, 2000, respectively, and effective as of the close of trading on the Nasdaq Global Market (NASDAQ) on December 13, 1999 and May 8, 2000, respectively.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Such purchases of our Class A common shares by us during our fiscal year ended December 31, 2007 were made pursuant to Rule 10b5-1 plans or programs approved by our board
of directors. On November 10, 2005, our board of directors approved a share repurchase program for up to $20.0 million of our shares and we announced such program on that date. In May 2006, our board of directors approved, and we announced on
May 2, 2006, the extension of our existing repurchase program until the earlier of April 30, 2007 or the completion of all repurchases thereunder. On July 26, 2006, we announced that our existing share repurchase program was nearing
completion and that our board of directors had approved a repurchase program for an addition $20.0 million of our shares, which expired in July 2007. However, on May 25, 2007 we announced that our board of directors approved an increase of
$20.0 million to our share repurchase program and we entered into a new plan which was set to expire in May 2008. In May 2008, we entered into a new plan which is set to expire on May 2009. We have also entered into 10b5-1 trading plans to
facilitate the repurchase of our common shares during trading blackout periods through pre-arrangements with a broker based upon specified guidelines and parameters set forth in the trading plan.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

PART III



| | ITEM 17. | FINANCIAL STATEMENTS
| | -------- | --------------------

We have elected to provide
financial statement pursuant to Item 18.



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

We have appended our
Consolidated Financial Statements as of and for the year ended December 31, 2007 on pages F-1 to F-86 of this Annual Report.



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



|       |  |                                                                                                                                                                                                                                                                                                              
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.    |  | Description                                                                                                                                                                                                                                                                                                  
|1.1    |  | Amended and Restated Articles of Association and Memorandum of Association of the Company, together with amendments thereto. ^                                                                                                                                                                               
|       | 
|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                                                                                                           



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|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4(a).5  |  | Addendum No. 2 to Stock Purchase Agreement by and among CDC Business Solutions Corporation, DB Professionals, Inc., Shankar Viswanathan and Prabha Ananthanarayana, dated as of August 30,
2007. ^                                                                                                                                                                                                                                                   
|        | 
|4(a).6  |  | 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).7  |  | 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).8  |  | 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).9  |  | 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).10 |  | Guaranty Agreement dated as of October 6, 2006 by CDC Corporation. yy                                                                                                                                                                                                                                                                                                                                                                                
|        | 
|4(a).11 |  | Stock Purchase Agreement by and between CDC Games Corporation and China.com Corp., Limited, dated as of November 11, 2006. yy                                                                                                                                                                                                                                                                                                                        
|        | 
|4(a).12 |  | 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).13 |  | Senior Secured Loan Agreement by CDC Mobile Media Corporation to BBMF Group, Inc. dated as of January 12, 2007. yy                                                                                                                                                                                                                                                                                                                                   
|        | 
|4(a).14 |  | Share Sale and Purchase Agreement dated as of December 17, 2007 by and between CDC Games Corporation and Nikko Antfactory K.K. ^                                                                                                                                                                                                                                                                                                                     
|        | 
|4(a).15 |  | 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).16 |  | Merger Agreement dated as of April 16, 2007 by and among CDC Software Inc., CDC Merger Sub, Inc., Saratoga Systems Inc., Mark R. Elconin and Alvin W. Smith. yy                                                                                                                                                                                                                                                                                      
|        | 
|4(a).17 |  | Master Framework Agreement dated as of June 29, 2007 by and among Bonarich Enterprises, Ltd., CDC Corporation and CDC Games Holdings Limited. ^                                                                                                                                                                                                                                                                                                      
|        | 
|4(a).18 |  | Asset Purchase Agreement dated as of August 1, 2007 by and among Chinadotcom Strategic, Inc., CDC Software Corporation and Carat Korea Co., Ltd. ^                                                                                                                                                                                                                                                                                                   
|        | 
|4(a).19 |  | Share Purchase Agreement dated as of August 1, 2007 by and among Ion Global (BVI) Ltd., CDC Software Corporation and Group Carat (Nederland) BV. ^                                                                                                                                                                                                                                                                                                   
|        | 
|4(a).20 |  | Asset Purchase Agreement dated as of August 1, 2007 by and among Ion Global (California), Inc., CDC Software Corporation and Molecular, Inc. ^                                                                                                                                                                                                                                                                                                       



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|        |  |                                                                                                                                                                                                                                                                                                                  
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4(a).21 |  | Asset Purchase Agreement dated as of August 1, 2007 by and among Ion Global (California), Inc., CDC Software Corporation and Molecular, Inc. ^                                                                                                                                                                   
|        | 
|4(a).22 |  | Merger Agreement dated as of September 4, 2007 by and among CDC Software Corporation, CI Acquisition Corporation, Catalyst International, Inc., Comvest Investment Partners II LLC, CLYS
Holdings, LLC, Terrance L. Mealey, Peter Knight, William G. Nelson, John Gorman, Nigel Davies and S. Michael Godshall. ^
|        | 
|4(a).23 |  | Letter Agreement dates as of November 13, 2007 by and among Symphony Technology II-A, L.P. Cayman First Tier and Chinadotcom Capital Limited. ^                                                                                                                                                                  
|        | 
|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  |  | Amendment No. 1 to Option Transfer Agreement dated as of October 2, 2007 by and between CDC Corporation, Asia Pacific Online Limited and Peter Yip. ^                                                                                                                                                            
|        | 
|4(c).4  |  | Termination and Release Agreement by and between CD Corporation and Dr. Raymond Kuo-Fung Chien effective August 30, 2005. ****                                                                                                                                                                                  
|        | 
|4(c).5  |  | 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. ^                                                                                                                                                                                                                                                                 
|        | 
|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 LLP. ^                                                                                                                                                                                                                                                                              
|        | 
|15(a).2 |  | Consent of Deloitte Touche Tohmatsu. ^                                                                                                                                                                                                                                                                           
|        | 
|15(a).3 |  | Consent of Ernst & Young. ^                                                                                                                                                                                                                                                                                      
|        | 
|15(a).4 |  | Consent of Deloitte Touche Tohmatsu CPA Ltd. relating to Equity Pacific Limited. ^                                                                                                                                                                                                                               
|        | 
|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.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



196



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##### Index to Financial Statements

|** | 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.
|- | ---------------



197



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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 and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf on this 30thday of June, 2008.



CDC CORPORATION(Registrant)By:

/s/ Peter YipPeter YipChief Executive Officer




198



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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. ^                                                                                                                                                                                                                
|       | 
|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 |  | Addendum No. 2 to Stock Purchase Agreement by and among CDC Business Solutions Corporation, DB Professionals, Inc., Shankar Viswanathan and Prabha Ananthanarayana, dated as of August 30,
2007. ^                                                                                                                                            
|       | 
|4(a).6 |  | 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



199



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##### Index to Financial Statements

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4(a).7  |  | 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).8  |  | 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).9  |  | 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).10 |  | Guaranty Agreement dated as of October 6, 2006 by CDC Corporation. yy                                                                                                                                                                                                                                                                                                                                                                                
|        | 
|4(a).11 |  | Stock Purchase Agreement by and between CDC Games Corporation and China.com Corp., Limited, dated as of November 11, 2006. yy                                                                                                                                                                                                                                                                                                                        
|        | 
|4(a).12 |  | 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).13 |  | Senior Secured Loan Agreement by CDC Mobile Media Corporation to BBMF Group, Inc. dated as of January 12, 2007. yy                                                                                                                                                                                                                                                                                                                                   
|        | 
|4(a).14 |  | Share Sale and Purchase Agreement dated as of December 17, 2007 by and between CDC Games Corporation and Nikko Antfactory K.K. ^                                                                                                                                                                                                                                                                                                                     
|        | 
|4(a).15 |  | 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).16 |  | Merger Agreement dated as of April 16, 2007 by and among CDC Software Inc., CDC Merger Sub, Inc., Saratoga Systems Inc., Mark R. Elconin and Alvin W. Smith. yy                                                                                                                                                                                                                                                                                      
|        | 
|4(a).17 |  | Master Framework Agreement dated as of June 29, 2007 by and among Bonarich Enterprises, Ltd., CDC Corporation and CDC Games Holdings Limited. ^                                                                                                                                                                                                                                                                                                      
|        | 
|4(a).18 |  | Asset Purchase Agreement dated as of August 1, 2007 by and among Chinadotcom Strategic, Inc., CDC Software Corporation and Carat Korea Co., Ltd. ^                                                                                                                                                                                                                                                                                                   
|        | 
|4(a).19 |  | Share Purchase Agreement dated as of August 1, 2007 by and among Ion Global (BVI) Ltd., CDC Software Corporation and Group Carat (Nederland) BV. ^                                                                                                                                                                                                                                                                                                   
|        | 
|4(a).20 |  | Asset Purchase Agreement dated as of August 1, 2007 by and among Ion Global (California), Inc., CDC Software Corporation and Molecular, Inc. ^                                                                                                                                                                                                                                                                                                       
|        | 
|4(a).21 |  | Asset Purchase Agreement dated as of August 1, 2007 by and among Ion Global (California), Inc., CDC Software Corporation and Molecular, Inc. ^                                                                                                                                                                                                                                                                                                       



200



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##### Index to Financial Statements

|        |  |                                                                                                                                                                                                                                                                                                                  
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4(a).22 |  | Merger Agreement dated as of September 4, 2007 by and among CDC Software Corporation, CI Acquisition Corporation, Catalyst International, Inc., Comvest Investment Partners II LLC, CLYS
Holdings, LLC, Terrance L. Mealey, Peter Knight, William G. Nelson, John Gorman, Nigel Davies and S. Michael Godshall. ^
|        | 
|4(a).23 |  | Letter Agreement dates as of November 13, 2007 by and among Symphony Technology II-A, L.P. Cayman First Tier and Chinadotcom Capital Limited. ^                                                                                                                                                                  
|        | 
|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  |  | Amendment No. 1 to Option Transfer Agreement dated as of October 2, 2007 by and between CDC Corporation, Asia Pacific Online Limited and Peter Yip. ^                                                                                                                                                            
|        | 
|4(c).4  |  | Termination and Release Agreement by and between CD Corporation and Dr. Raymond Kuo-Fung Chien effective August 30, 2005. ****                                                                                                                                                                                  
|        | 
|4(c).5  |  | 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. ^                                                                                                                                                                                                                                                                 
|        | 
|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 LLP. ^                                                                                                                                                                                                                                                                              
|        | 
|15(a).2 |  | Consent of Deloitte Touche Tohmatsu. ^                                                                                                                                                                                                                                                                           
|        | 
|15(a).3 |  | Consent of Ernst & Young. ^                                                                                                                                                                                                                                                                                      
|        | 
|15(a).4 |  | Consent of Deloitte Touche Tohmatsu CPA Ltd. relating to Equity Pacific Limited. ^                                                                                                                                                                                                                               
|        | 
|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. ^                                                      



201



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##### Index to Financial Statements



|* | 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.
|- | ---------------



202



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##### Index to Financial Statements

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                     |  |            
|---------------------------------------------------------------------------------------------------- |  | -----------
|                                                                                                     |  | Pages      
|                                                                                                     | 
|Report of Independent Registered Public Accounting Firm                                              |  | F-2  F-6  
|                                                                                                     | 
|Consolidated Balance Sheets as of December 31, 2006 and 2007                                         |  | F-7        
|                                                                                                     | 
|Consolidated Statements of Operations for the years ended December 31, 2005, 2006 and 2007           |  | F-8        
|                                                                                                     | 
|Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2006 and 2007           |  | F-9        
|                                                                                                     | 
|Consolidated Statements of Shareholders Equity for the years ended December 31, 2005, 2006 and
2007 |  | F-10  F-12
|                                                                                                     | 
|Notes to Consolidated Financial Statements                                                           |  | F-13  F-86



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 CDC Corporation and subsidiaries' (the "Company's") internal control over financial reporting as of December 31, 2007, based on criteria established
in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the
Company's internal control over financial reporting 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 effective internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on
that risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions,
and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the
inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely
basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely



F-2



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##### Table of Contents

##### Index to Financial Statements

basis. The following material weaknesses have been identified and included in managements assessment: (1) lack of adequate policies, procedures,
documentation and personnel in certain aspects of the financial statement close and reporting Process, (2) inadequate personnel and procedures in the preparation and review of the income tax provision and related deferred tax balances and (3)
insufficient personnel with appropriate skills and experience to adequately assess and monitor the accounting, economics, performance and risks related to complex treasury transactions. These material weaknesses were considered in determining the
nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2007, of the Company and this report does not affect our report on such consolidated financial
statements.

In our opinion, because of the effect of the material weaknesses identified above on the achievement of the objectives of the control criteria,
the Company has not maintained effective internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated financial statements as of and for the year ended December 31, 2007, of the Company and our report dated June 30, 2008 expressed an unqualified opinion on those financial statements and included explanatory
paragraphs regarding the adoption of Statement of Financial Accounting Standards No. 123R, Share Based Payment and the adoption of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in
Income Taxes.

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia

June 30, 2008



F-3



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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, 2007 and 2006, and the related
consolidated statements of operations, stockholders' equity, and cash flows for the years then ended. The financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial
statements based on our audits.

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. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide 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, 2007 and 2006, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted
in the United States of America.

As discussed in Notes 2 and 19, the Company adopted Statement of Financial Accounting Standards No. 123 (R),
Share Based Payment, effective January 1, 2006.

As discussed in Notes 2 and 15, the Company adopted the provisions of Financial
Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48) on January 1, 2007.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2007, based on the criteria established
in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 30, 2008 expressed an adverse opinion on the Company's internal control over financial
reporting because of three material weaknesses.

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia

June 30, 2008



F-4



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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 statements of operations, cash flows and shareholders equity of CDC Corporation and subsidiaries for
the year 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 audit. 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 revenue constituting 17.7% of the related 2005 consolidated total. 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 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. We were not engaged to perform an audit of the Companys 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, and evaluating the overall financial statement presentation. We believe that our audit and the report of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other auditors, the financial statements referred to above present fairly, in all material
respects, the consolidated results of operations of CDC Corporation and subsidiaries and their cash flows for the year 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 the year 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-5



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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 consolidated statements of operations, cash flows and stockholders equity and comprehensive income of China.com and subsidiaries (the Company) 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 results of operations and the cash flows for the year ended December 31, 2005 of the Company
in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE TOUCHE TOHMATSU

Certified Public Accountants

Hong Kong

June 16, 2006



F-6



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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, |         
|                                                                                                                                                                                                                                                                  |  | 2006         |          |   | 2007 |  
|ASSETS                                                                                                                                                                                                                                                            |  |              |          |   |      |   |          |  
|Current assets:                                                                                                                                                                                                                                                   |  |              |          |   |      |   |          |  
|Cash and cash equivalents                                                                                                                                                                                                                                         |  | $            | 223,548  |   |      | $ | 142,218  |  
|Restricted cash                                                                                                                                                                                                                                                   |  |              | 1,996    |   |      |   | 9,066    |  
|Accounts receivable (net of allowance of $5,373 and $8,688 in 2006 and 2007, respectively)                                                                                                                                                                        |  |              | 64,437   |   |      |   | 87,612   |  
|Note receivable                                                                                                                                                                                                                                                   |  |              | 25,000   |   |      |   |         |  
|Available-for-sale securities                                                                                                                                                                                                                                     |  |              | 14,401   |   |      |   | 47,631   |  
|Restricted available-for-sale securities                                                                                                                                                                                                                          |  |              |         |   |      |   | 30,867   |  
|Restricted held-to-maturity securities                                                                                                                                                                                                                            |  |              | 30,504   |   |      |   |         |  
|Deferred tax assets                                                                                                                                                                                                                                               |  |              | 5,061    |   |      |   | 3,423    |  
|Prepayments and other current assets                                                                                                                                                                                                                              |  |              | 18,525   |   |      |   | 22,930   |  
|                                                                                                                                                                                                                                                                  |  |              |          |   |      |   |          |  
|Total current assets                                                                                                                                                                                                                                              |  |              | 383,472  |   |      |   | 343,747  |  
|                                                                                                                                                                                                                                                                  |  |             
|Property and equipment, net                                                                                                                                                                                                                                       |  |              | 9,540    |   |      |   | 19,659   |  
|Goodwill                                                                                                                                                                                                                                                          |  |              | 205,050  |   |      |   | 215,783  |  
|Intangible assets, net                                                                                                                                                                                                                                            |  |              | 104,069  |   |      |   | 132,605  |  
|Available-for-sale securities                                                                                                                                                                                                                                     |  |              | 112,045  |   |      |   | 28,526   |  
|Investments under cost method                                                                                                                                                                                                                                     |  |              | 217      |   |      |   | 12,315   |  
|Deferred tax assets                                                                                                                                                                                                                                               |  |              | 34,689   |   |      |   | 44,576   |  
|Other assets                                                                                                                                                                                                                                                      |  |              | 8,351    |   |      |   | 6,390    |  
|                                                                                                                                                                                                                                                                  |  |              |          |   |      |   |          |  
|Total assets                                                                                                                                                                                                                                                      |  | $            | 857,433  |   |      | $ | 803,601  |  
|                                                                                                                                                                                                                                                                  |  |              |          |   |      |   |          |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                                                                                              |  |              |          |   |      |   |          |  
|Current liabilities:                                                                                                                                                                                                                                              |  |              |          |   |      |   |          |  
|Accounts payable                                                                                                                                                                                                                                                  |  | $            | 26,903   |   |      | $ | 28,571   |  
|Purchase consideration payables                                                                                                                                                                                                                                   |  |              | 5,626    |   |      |   | 4,192    |  
|Income tax payable                                                                                                                                                                                                                                                |  |              | 4,202    |   |      |   | 2,145    |  
|Accrued liabilities                                                                                                                                                                                                                                               |  |              | 36,787   |   |      |   | 50,549   |  
|Restructuring accruals, current portion                                                                                                                                                                                                                           |  |              | 2,411    |   |      |   | 2,807    |  
|Short-term debt                                                                                                                                                                                                                                                   |  |              | 18,991   |   |      |   | 33,892   |  
|Deferred revenue                                                                                                                                                                                                                                                  |  |              | 46,033   |   |      |   | 67,989   |  
|Deferred tax liabilities                                                                                                                                                                                                                                          |  |              | 1,641    |   |      |   | 942      |  
|                                                                                                                                                                                                                                                                  |  |              |          |   |      |   |          |  
|Total current liabilities                                                                                                                                                                                                                                         |  |              | 142,594  |   |      |   | 191,087  |  
|                                                                                                                                                                                                                                                                  |  |             
|Deferred tax liabilities                                                                                                                                                                                                                                          |  |              | 16,041   |   |      |   | 28,496   |  
|Convertible notes                                                                                                                                                                                                                                                 |  |              | 167,645  |   |      |   | 174,905  |  
|Restructuring accruals, net of current portion                                                                                                                                                                                                                    |  |              | 3,599    |   |      |   | 482      |  
|Other liabilities                                                                                                                                                                                                                                                 |  |              | 419      |   |      |   | 12,396   |  
|                                                                                                                                                                                                                                                                  |  |              |          |   |      |   |          |  
|Total liabilities                                                                                                                                                                                                                                                 |  |              | 330,298  |   |      |   | 407,366  |  
|                                                                                                                                                                                                                                                                  |  |             
|Minority interests                                                                                                                                                                                                                                                |  |              | 72,512   |   |      |   | 37,411   |  
|                                                                                                                                                                                                                                                                  |  |             
|Contingencies and commitments                                                                                                                                                                                                                                     |  |              |          |   |      |   |          |  
|                                                                                                                                                                                                                                                                  |  |             
|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; 114,092,737 and 117,416,475 shares issued as of
December 31, 2006 and 2007, respectively; 106,401,376 and 106,930,800 shares outstanding as of December 31, 2006 and 2007, respectively |  |              | 28       |   |      |   | 28       |  
|Additional paid-in capital                                                                                                                                                                                                                                        |  |              | 692,143  |   |      |   | 713,096  |  
|Common stock held in treasury; 7,691,361 and 10,485,675 shares at December 31, 2006 and 2007, respectively                                                                                                                                                        |  |              | (32,102  | ) |      |   | (54,646  | )
|Accumulated deficit                                                                                                                                                                                                                                               |  |              | (217,290 | ) |      |   | (324,828 | )
|Accumulated other comprehensive income                                                                                                                                                                                                                            |  |              | 11,844   |   |      |   | 25,174   |  
|                                                                                                                                                                                                                                                                  |  |              |          |   |      |   |          |  
|Total shareholders equity                                                                                                                                                                                                                                        |  |              | 454,623  |   |      |   | 358,824  |  
|                                                                                                                                                                                                                                                                  |  |              |          |   |      |   |          |  
|Total liabilities and shareholders equity                                                                                                                                                                                                                        |  | $            | 857,433  |   |      | $ | 803,601  |  
|                                                                                                                                                                                                                                                                  |  |              |          |   |      |   |          |  

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 OPERATIONS

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



|                                                                 |  |                          |          |   |      |   |          |      |  |   |          |  
|---------------------------------------------------------------- |  | ------------------------ | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                 |  | Years ended December 31, |         
|                                                                 |  | 2005                     |          |   | 2006 |   |          | 2007 | 
|Revenue:                                                         |  |                          |          |   |      |   |          |      |  |   |          |  
|CDC Software                                                     |  |                          |          |   |      |   |          |      |  |   |          |  
|Licenses                                                         |  | $                        | 38,541   |   |      | $ | 46,260   |      |  | $ | 62,044   |  
|Maintenance                                                      |  |                          | 59,144   |   |      |   | 63,252   |      |  |   | 86,585   |  
|Consulting Services                                              |  |                          | 61,119   |   |      |   | 64,825   |      |  |   | 86,862   |  
|Hardware                                                         |  |                          |         |   |      |   |         |      |  |   | 2,769    |  
|Global Services                                                  |  |                          |          |   |      |   |          |      |  |   |          |  
|Licenses                                                         |  |                          |         |   |      |   |         |      |  |   | 3,235    |  
|Consulting services                                              |  |                          | 42,686   |   |      |   | 66,484   |      |  |   | 103,723  |  
|Hardware                                                         |  |                          |         |   |      |   |         |      |  |   | 3,819    |  
|CDC Games                                                        |  |                          |         |   |      |   | 26,780   |      |  |   | 33,596   |  
|China.com                                                        |  |                          | 8,995    |   |      |   | 10,064   |      |  |   | 11,409   |  
|Mobile Services and Applications                                 |  |                          | 34,389   |   |      |   | 31,863   |      |  |   | 8,342    |  
|                                                                 |  |                          |          |   |      |   |          |      |  |   |          |  
|Total revenue                                                    |  |                          | 244,874  |   |      |   | 309,528  |      |  |   | 402,384  |  
|                                                                 |  |                          |         
|Cost of revenue:                                                 |  |                          |          |   |      |   |          |      |  |   |          |  
|CDC Software                                                     |  |                          |          |   |      |   |          |      |  |   |          |  
|Licenses                                                         |  |                          | (12,278  | ) |      |   | (13,417  | )    |  |   | (18,531  | )
|Maintenance                                                      |  |                          | (9,335   | ) |      |   | (9,161   | )    |  |   | (11,623  | )
|Consulting Services                                              |  |                          | (46,457  | ) |      |   | (51,211  | )    |  |   | (66,994  | )
|Hardware                                                         |  |                          |         |   |      |   |         |      |  |   | (1,678   | )
|Global Services                                                  |  |                          |          |   |      |   |          |      |  |   |          |  
|Licenses                                                         |  |                          |         |   |      |   |         |      |  |   | (3,143   | )
|Consulting Services                                              |  |                          | (27,168  | ) |      |   | (45,943  | )    |  |   | (77,389  | )
|Hardware                                                         |  |                          |         |   |      |   |         |      |  |   | (3,603   | )
|CDC Games                                                        |  |                          |         |   |      |   | (10,631  | )    |  |   | (20,108  | )
|China.com                                                        |  |                          | (3,449   | ) |      |   | (4,095   | )    |  |   | (4,283   | )
|Mobile Services and Applications                                 |  |                          | (15,262  | ) |      |   | (13,004  | )    |  |   | (4,757   | )
|                                                                 |  |                          |          |   |      |   |          |      |  |   |          |  
|Total cost of revenue                                            |  |                          | (113,949 | ) |      |   | (147,462 | )    |  |   | (212,109 | )
|                                                                 |  |                          |         
|Gross profit                                                     |  |                          | 130,925  |   |      |   | 162,066  |      |  |   | 190,275  |  
|                                                                 |  |                          |         
|Operating expenses:                                              |  |                          |          |   |      |   |          |      |  |   |          |  
|Sales and marketing expenses                                     |  |                          | (47,611  | ) |      |   | (59,313  | )    |  |   | (76,513  | )
|Research and development expenses                                |  |                          | (22,788  | ) |      |   | (19,981  | )    |  |   | (23,836  | )
|General and administrative expenses                              |  |                          | (56,608  | ) |      |   | (65,948  | )    |  |   | (95,733  | )
|Amortization expenses                                            |  |                          | (6,084   | ) |      |   | (8,315   | )    |  |   | (12,657  | )
|Restructuring and other charges                                  |  |                          | (1,667   | ) |      |   | (4,874   | )    |  |   | (9,056   | )
|Goodwill impairment                                              |  |                          |         |   |      |   |         |      |  |   | (71,096  | )
|                                                                 |  |                          |          |   |      |   |          |      |  |   |          |  
|Total operating expenses                                         |  |                          | (134,758 | ) |      |   | (158,431 | )    |  |   | (288,891 | )
|                                                                 |  |                          |         
|Operating income (loss)                                          |  |                          | (3,833   | ) |      |   | 3,635    |      |  |   | (98,616  | )
|                                                                 |  |                          |         
|Other income (expenses):                                         |  |                          |          |   |      |   |          |      |  |   |          |  
|Interest income                                                  |  |                          | 8,156    |   |      |   | 10,680   |      |  |   | 13,386   |  
|Interest expense                                                 |  |                          | (1,257   | ) |      |   | (3,038   | )    |  |   | (9,086   | )
|Gain on disposal of available-for-sale securities                |  |                          | 525      |   |      |   | 344      |      |  |   | 514      |  
|Gain on disposal of subsidiaries and cost investments            |  |                          | 483      |   |      |   | 3,087    |      |  |   | 561      |  
|Impairment of available-for-sale securities                      |  |                          |         |   |      |   |         |      |  |   | (13,497  | )
|Gain (loss) on change in fair value of derivatives               |  |                          |         |   |      |   | 531      |      |  |   | (5,996   | )
|Share of earnings (losses) in equity investees                   |  |                          | (1,172   | ) |      |   | 975      |      |  |   |         |  
|                                                                 |  |                          |          |   |      |   |          |      |  |   |          |  
|Total other income (expense)                                     |  |                          | 6,735    |   |      |   | 12,579   |      |  |   | (14,118  | )
|                                                                 |  |                          |         
|Income (loss) before income taxes                                |  |                          | 2,902    |   |      |   | 16,214   |      |  |   | (112,734 | )
|Income tax expense                                               |  |                          | (4,957   | ) |      |   | (3,062   | )    |  |   | (10,850  | )
|                                                                 |  |                          |          |   |      |   |          |      |  |   |          |  
|Income (loss) before minority interests                          |  |                          | (2,055   | ) |      |   | 13,152   |      |  |   | (123,584 | )
|Minority interests in (income) loss of consolidated subsidiaries |  |                          | (1,409   | ) |      |   | (2,312   | )    |  |   | 18,551   |  
|                                                                 |  |                          |          |   |      |   |          |      |  |   |          |  
|Income (loss) from continuing operations                         |  |                          | (3,464   | ) |      |   | 10,840   |      |  |   | (105,033 | )
|                                                                 |  |                          |         
|Discontinued operations:                                         |  |                          |          |   |      |   |          |      |  |   |          |  
|Loss from operations of discontinued subsidiaries                |  |                          | (47      | ) |      |   |         |      |  |   |         |  
|Loss on disposal/dissolution of discontinued subsidiaries, net   |  |                          | (3       | ) |      |   |         |      |  |   |         |  
|                                                                 |  |                          |          |   |      |   |          |      |  |   |          |  
|Net income (loss)                                                |  | $                        | (3,514   | ) |      | $ | 10,840   |      |  | $ | (105,033 | )
|                                                                 |  |                          |          |   |      |   |          |      |  |   |          |  
|Basic earnings (loss) per share from continuing operations       |  | $                        | (0.03    | ) |      | $ | 0.10     |      |  | $ | (0.98    | )
|                                                                 |  |                          |          |   |      |   |          |      |  |   |          |  
|Diluted earnings (loss) per share from continuing operations     |  | $                        | (0.03    | ) |      | $ | 0.10     |      |  | $ | (0.98    | )
|                                                                 |  |                          |          |   |      |   |          |      |  |   |          |  
|Basic and diluted earnings (loss) per share                      |  | $                        | (0.03    | ) |      | $ | 0.10     |      |  | $ | (0.98    | )
|                                                                 |  |                          |          |   |      |   |          |      |  |   |          |  
|Diluted earnings (loss) per share                                |  | $                        | (0.03    | ) |      | $ | 0.10     |      |  | $ | (0.98    | )
|                                                                 |  |                          |          |   |      |   |          |      |  |   |          |  

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 CASH FLOWS

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



|                                                                                                    |  |                           |         |   |      |   |         |      |  |   |          |  
|--------------------------------------------------------------------------------------------------- |  | ------------------------- | ------- | - | ---- | - | ------- | ---- |  | - | -------- | -
|                                                                                                    |  | Years Ended, December 31, |        
|                                                                                                    |  | 2005                      |         |   | 2006 |   |         | 2007 | 
|OPERATING ACTIVITIES:                                                                               |  |                           |         |   |      |   |         |      |  |   |          |  
|Net (loss) income                                                                                   |  | $                         | (3,514  | ) |      | $ | 10,840  |      |  | $ | (105,033 | )
|Adjustments to reconcile net (loss) income to net cash provided by operating activities:            |  |                           |         |   |      |   |         |      |  |   |          |  
|Minority interests in income of consolidated subsidiaries                                           |  |                           | 1,409   |   |      |   | 2,312   |      |  |   | (18,551  | )
|Loss (gain) on disposal of property and equipment                                                   |  |                           | (1,179  | ) |      |   | 137     |      |  |   | 233      |  
|Gain on disposal of available-for-sale securities                                                   |  |                           | (525    | ) |      |   | (344    | )    |  |   | (514     | )
|Gain on disposal of subsidiaries and cost investments                                               |  |                           | (483    | ) |      |   | (3,087  | )    |  |   | (561     | )
|Bad debt expense                                                                                    |  |                           | 1,450   |   |      |   | 2,890   |      |  |   | 5,695    |  
|Amortization of intangible assets in cost of revenue                                                |  |                           | 7,154   |   |      |   | 9,687   |      |  |   | 17,041   |  
|Amortization of intangible assets in operating expenses                                             |  |                           | 6,084   |   |      |   | 8,315   |      |  |   | 12,657   |  
|Depreciation                                                                                        |  |                           | 3,866   |   |      |   | 4,385   |      |  |   | 6,233    |  
|Stock compensation expenses                                                                         |  |                           | 1,421   |   |      |   | 7,700   |      |  |   | 8,451    |  
|Share of (income) losses in equity investees                                                        |  |                           | 1,172   |   |      |   | (975    | )    |  |   |         |  
|Impairment of available-for-sale securities                                                         |  |                           |        |   |      |   |        |      |  |   | 13,497   |  
|Unrealized (gain) loss on investment securities                                                     |  |                           |        |   |      |   |        |      |  |   |         |  
|Deferred provision for income taxes                                                                 |  |                           | 3,698   |   |      |   | (1,082  | )    |  |   | 5,500    |  
|Goodwill impairment                                                                                 |  |                           |        |   |      |   |        |      |  |   | 71,096   |  
|Restructuring and other charges                                                                     |  |                           | 1,667   |   |      |   | 4,874   |      |  |   | 9,954    |  
|Interest (income) expense                                                                           |  |                           | (390    | ) |      |   | 273     |      |  |   | 1,264    |  
|Fair market value adjustment of derivative instruments                                              |  |                           |        |   |      |   | (531    | )    |  |   | 5,996    |  
|Changes in operating assets and liabilities, net of acquisitions:                                   |  |                           |         |   |      |   |         |      |  |   |          |  
|Accounts receivable                                                                                 |  |                           | (6,474  | ) |      |   | (9,292  | )    |  |   | (14,188  | )
|Deposits, prepayments and other receivables                                                         |  |                           | 1,210   |   |      |   | (6,353  | )    |  |   | (1,825   | )
|Other assets                                                                                        |  |                           | (1,500  | ) |      |   | 306     |      |  |   | (6,408   | )
|Accounts payable                                                                                    |  |                           | (1,375  | ) |      |   | 2,732   |      |  |   | (5,313   | )
|Accrued liabilities                                                                                 |  |                           | (5,345  | ) |      |   | 1,571   |      |  |   | (703     | )
|Deferred revenue                                                                                    |  |                           | 3,822   |   |      |   | 4,347   |      |  |   | 4,661    |  
|Income tax payable                                                                                  |  |                           | (561    | ) |      |   | 1,567   |      |  |   | (1,801   | )
|Other liabilities                                                                                   |  |                           | 341     |   |      |   | (943    | )    |  |   | 1,903    |  
|                                                                                                    |  |                           |         |   |      |   |         |      |  |   |          |  
|Net cash provided by operating activities                                                           |  |                           | 11,948  |   |      |   | 39,329  |      |  |   | 9,284    |  
|                                                                                                    |  |                           |         |   |      |   |         |      |  |   |          |  
|INVESTING ACTIVITIES:                                                                               |  |                           |         |   |      |   |         |      |  |   |          |  
|Acquisitions, net of cash acquired                                                                  |  |                           | (15,537 | ) |      |   | (33,428 | )    |  |   | (89,466  | )
|Purchases of property and equipment                                                                 |  |                           | (3,730  | ) |      |   | (4,403  | )    |  |   | (12,515  | )
|Purchases of cost investments                                                                       |  |                           | (3,500  | ) |      |   |        |      |  |   | (16,023  | )
|Purchases of available-for-sale securities                                                          |  |                           |        |   |      |   | (43,067 | )    |  |   | (7,037   | )
|Capitalized software                                                                                |  |                           | (7,802  | ) |      |   | (13,067 | )    |  |   | (9,948   | )
|Purchases of games licenses                                                                         |  |                           |        |   |      |   | (420    | )    |  |   | (10,079  | )
|Proceeds from disposal of available-for-sale securities and cost investments                        |  |                           | 31,728  |   |      |   | 43,473  |      |  |   | 44,859   |  
|Proceeds from disposal of property and equipment                                                    |  |                           | 4,315   |   |      |   |        |      |  |   | 1,273    |  
|Proceeds from disposal of subsidiaries                                                              |  |                           | 1,140   |   |      |   |        |      |  |   | 7,017    |  
|Decrease (increase) in restricted cash                                                              |  |                           | 2,000   |   |      |   | (110    | )    |  |   | (7,070   | )
|                                                                                                    |  |                           |         |   |      |   |         |      |  |   |          |  
|Net cash provided by (used in) investing activities                                                 |  |                           | 8,614   |   |      |   | (51,022 | )    |  |   | (98,989  | )
|                                                                                                    |  |                           |         |   |      |   |         |      |  |   |          |  
|FINANCING ACTIVITIES:                                                                               |  |                           |         |   |      |   |         |      |  |   |          |  
|Issuance of share capital, net of offering costs                                                    |  |                           | 1,052   |   |      |   | 8,512   |      |  |   | 12,178   |  
|Proceeds from bank loans                                                                            |  |                           | 5,075   |   |      |   |        |      |  |   | 33,792   |  
|Repayment of bank loans                                                                             |  |                           | (42,480 | ) |      |   | (45,987 | )    |  |   | (18,700  | )
|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 | )    |  |   | (22,544  | )
|                                                                                                    |  |                           |         |   |      |   |         |      |  |   |          |  
|Net cash provided by (used in) financing activities                                                 |  |                           | (36,353 | ) |      |   | 137,695 |      |  |   | 4,726    |  
|                                                                                                    |  |                           |         |   |      |   |         |      |  |   |          |  
|Effect of exchange differences on cash                                                              |  |                           | (696    | ) |      |   | 3,827   |      |  |   | 3,649    |  
|                                                                                                    |  |                           |         |   |      |   |         |      |  |   |          |  
|Net increase (decrease) in cash and cash equivalents                                                |  |                           | (16,487 | ) |      |   | 129,829 |      |  |   | (81,330  | )
|Cash and cash equivalents at beginning of year                                                      |  |                           | 110,206 |   |      |   | 93,719  |      |  |   | 223,548  |  
|                                                                                                    |  |                           |         |   |      |   |         |      |  |   |          |  
|Cash and cash equivalents at end of year                                                            |  | $                         | 93,719  |   |      | $ | 223,548 |      |  | $ | 142,218  |  
|                                                                                                    |  |                           |         |   |      |   |         |      |  |   |          |  
|Interest paid                                                                                       |  | $                         | 955     |   |      | $ | 592     |      |  | $ | 6,504    |  
|Income taxes paid                                                                                   |  | $                         | 695     |   |      | $ | 1,988   |      |  | $ | 5,268    |  
|Non-cash activities:                                                                                |  |                           |         |   |      |   |         |      |  |   |          |  
|Class A common shares and stock options issued as consideration for the acquisition of subsidiaries |  | $                         | 54      |   |      | $ | 741     |      |  | $ | 921      |  

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(000) |  | Commonshares |    | Additionalpaid-incapital |   | Treasurystock |  |   | Accumulateddeficit |   |  | Accumulatedothercomprehensiveincome (loss) |          |   | Totalshareholdersequity |   |        | Comprehensiveincome (loss) | 
|Balance at December 31, 2004                                                                                              |  | 110,893               |  | $            | 28 |                          | $ | 673,476       |  | $ | (4,067             | ) |  | $                                          | (224,616 | ) |                          | $ | 5,155  |                            |  | $ | 449,976 |   |  | $ |       |  
|Exercise of employee stock options                                                                                        |  | 282                   |  |              |   |                          |   | 583           |  |   |                   |   |  |                                            |         |   |                          |   |       |                            |  |   | 583     |   |  |   |       |  
|Employee stock purchase plan                                                                                              |  | 178                   |  |              |   |                          |   | 469           |  |   |                   |   |  |                                            |         |   |                          |   |       |                            |  |   | 469     |   |  |   |       |  
|Issuance of shares for acquisitions                                                                                       |  | 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 and income taxes on available-for-sale securities                              |  |                      |  |              |   |                          |   |              |  |   |                   |   |  |                                            |         |   |                          |   | (2,534 | )                          |  |   | (2,534  | ) |  |   | (2,534 | )
|Minority interests share of unrealized losses, net of unrealized gains and income taxes on available-for-sale securities |  |                      |  |              |   |                          |   |              |  |   |                   |   |  |                                            |         |   |                          |   | 217    |                            |  |   | 217     |   |  |   | 217    |  
|Foreign currency translation adjustments                                                                                  |  |                      |  |              |   |                          |   |              |  |   |                   |   |  |                                            |         |   |                          |   | (355   | )                          |  |   | (355    | ) |  |   | (355   | )
|Less: reclassification adjustment for losses, net of gains and income taxes 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             | ) |  | $                                          | (228,130 | ) |                          | $ | 2,629  |                            |  | $ | 446,498 |   |  |   |        |  
|                                                                                                                          |  |                       |  |              |    |                          |   |               |  |   |                    |   |  |                                            |          |   |                          |   |        |                            |  |   |         |   |  |   |        |  

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



F-10



---

##### 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(000) |  | Commonshares |    | Additionalpaid-incapital |   | Treasurystock |  |   | Accumulateddeficit |   |  | Accumulatedothercomprehensiveincome (loss) |          |   | Totalshareholdersequity |   |        | Comprehensiveincome (loss) | 
|Balance at December 31, 2005                                                                                              |  | 111,365               |  | $            | 28 |                          | $ | 676,003       |  | $ | (4,032             | ) |  | $                                          | (228,130 | ) |                          | $ | 2,629  |                            |  | $ | 446,498 |   |  | $ |       |  
|Exercise of employee stock options                                                                                        |  | 2,401                 |  |              |   |                          |   | 7,963         |  |   |                   |   |  |                                            |         |   |                          |   |       |                            |  |   | 7,963   |   |  |   |       |  
|Employee stock purchase plan                                                                                              |  | 161                   |  |              |   |                          |   | 549           |  |   |                   |   |  |                                            |         |   |                          |   |       |                            |  |   | 549     |   |  |   |       |  
|Issuance of shares for acquisitions                                                                                       |  | 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 and income taxes on available-for-sale securities                              |  |                      |  |              |   |                          |   |              |  |   |                   |   |  |                                            |         |   |                          |   | 681    |                            |  |   | 681     |   |  |   | 681    |  
|Minority interests share of unrealized losses, net of unrealized gains and income taxes 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 and income taxes included in net loss                          |  |                      |  |              |   |                          |   |              |  |   |                   |   |  |                                            |         |   |                          |   | (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            | ) |  | $                                          | (217,290 | ) |                          | $ | 11,844 |                            |  | $ | 454,623 |   |  |   |        |  
|                                                                                                                          |  |                       |  |              |    |                          |   |               |  |   |                    |   |  |                                            |          |   |                          |   |        |                            |  |   |         |   |  |   |        |  

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



F-11



---

##### 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(000) |  | Commonshares |    | Additionalpaid-incapital |   | Treasurystock |  |   | Accumulateddeficit |   |  | Accumulatedothercomprehensiveincome (loss) |          |   | Totalshareholdersequity |   |        | Comprehensiveincome (loss) | 
|Balance at December 31, 2006                                                                                              |  | 114,093               |  | $            | 28 |                          | $ | 692,143       |  | $ | (32,102            | ) |  | $                                          | (217,290 | ) |                          | $ | 11,844 |                            |  | $ | 454,623  |   |  | $ |         |  
|Exercise of employee stock options                                                                                        |  | 2,926                 |  |              |   |                          |   | 11,121        |  |   |                   |   |  |                                            |         |   |                          |   |       |                            |  |   | 11,121   |   |  |   |         |  
|Employee stock purchase plan                                                                                              |  | 192                   |  |              |   |                          |   | 1,057         |  |   |                   |   |  |                                            |         |   |                          |   |       |                            |  |   | 1,057    |   |  |   |         |  
|Issuance of shares for acquisitions                                                                                       |  | 205                   |  |              |   |                          |   | 921           |  |   |                   |   |  |                                            |         |   |                          |   |       |                            |  |   | 921      |   |  |   |         |  
|Purchase of treasury stock                                                                                                |  |                      |  |              |   |                          |   |              |  |   | (22,544            | ) |  |                                            |         |   |                          |   |       |                            |  |   | (22,544  | ) |  |   |         |  
|Stock compensation expenses on options granted                                                                            |  |                      |  |              |   |                          |   | 7,854         |  |   |                   |   |  |                                            |         |   |                          |   |       |                            |  |   | 7,854    |   |  |   |         |  
|Unrealized losses, net of unrealized gains and income taxes on available-for-sale securities                              |  |                      |  |              |   |                          |   |              |  |   |                   |   |  |                                            |         |   |                          |   | 2,215  |                            |  |   | 2,215    |   |  |   | 2,215    |  
|Minority interests share of unrealized losses, net of unrealized gains and income taxes on available-for-sale securities |  |                      |  |              |   |                          |   |              |  |   |                   |   |  |                                            |         |   |                          |   | (270   | )                          |  |   | (270     | ) |  |   | (270     | )
|Foreign currency translation adjustments                                                                                  |  |                      |  |              |   |                          |   |              |  |   |                   |   |  |                                            |         |   |                          |   | 11,835 |                            |  |   | 11,835   |   |  |   | 11,835   |  
|Less: reclassification adjustment for losses, net of gains and income taxes included in net loss                          |  |                      |  |              |   |                          |   |              |  |   |                   |   |  |                                            |         |   |                          |   | (450   | )                          |  |   | (450     | ) |  |   | (450     | )
|Cumulative effect adjustment due to adoption of FIN 48                                                                    |  |                      |  |              |   |                          |   |              |  |   |                   |   |  |                                            | (2,505   | ) |                          |   |       |                            |  |   | (2,505   | ) |  |   |         |  
|Net loss for the year                                                                                                     |  |                      |  |              |   |                          |   |              |  |   |                   |   |  |                                            | (105,033 | ) |                          |   |        |                            |  |   | (105,033 | ) |  |   | (105,033 | )
|                                                                                                                          |  |                       |  |              |    |                          |   |               |  |   |                    |   |  |                                            |          |   |                          |   |        |                            |  |   |          |   |  |   |          |  
|Comprehensive income                                                                                                      |  |                      |  |              |   |                          |   |              |  |   |                   |   |  |                                            |         |   |                          |   |       |                            |  |   |         |   |  | $ | (91,703  | )
|                                                                                                                          |  |                       |  |              |    |                          |   |               |  |   |                    |   |  |                                            |          |   |                          |   |        |                            |  |   |          |   |  |   |          |  
|Balance at December 31, 2007                                                                                              |  | 117,416               |  | $            | 28 |                          | $ | 713,096       |  | $ | (54,646            | ) |  | $                                          | (324,828 | ) |                          | $ | 25,174 |                            |  | $ | 358,824  |   |  |   |          |  
|                                                                                                                          |  |                       |  |              |    |                          |   |               |  |   |                    |   |  |                                            |          |   |                          |   |        |                            |  |   |          |   |  |   |          |  

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



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)



|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 enterprise software and
new media company. The Company was incorporated in the Cayman Islands in June 1997 as a limited liability company.

The
Company offers 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.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Global Services. The Companys global services offering includes information technology services, eBusiness consulting, web development and outsourcing in Hong Kong,
Australia, 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 global services companies provide program management,
outsourcing services, application development and ongoing support services using a wide range of technologies.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| |  | China.com. 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.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Mobile Services and Applications (MVAS). 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).
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|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
14), after eliminations of all intercompany accounts, transactions and profits.



| | (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



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)



and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue
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 5, none of the Companys cash and cash
equivalents are restricted as to withdrawal or use.



| | (d) | Property and Equipment and Depreciation
| | --- | ---------------------------------------

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 capitalization of product software development costs stops once the product is available for
general release to customers. The Company evaluates realizability of the capitalized amounts based on expected revenue from the product over the remaining product life. Where future revenue streams are not expected to cover remaining unamortized
amounts, the Company 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 revenue to projected current and future product
revenue 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) | 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) No. 142, Goodwill and Other Intangible Assets (SFAS
142), 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 that is determined to have an indefinite useful economic life should not be amortized, but instead tested separately for impairment using a fair value based approach. All other intangible assets are amortized over their estimated
useful lives.



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)



The Companys intangible assets represent trademarks and trade names, 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 greater of the straight-line method over the estimated useful life of the respective asset or the undiscounted cash flows method. The estimated useful lives of these intangible assets are as follows:



|                                             |  |              
|-------------------------------------------- |  | -------------
|Trademarks                                   |  | Indefinite   
|Trade names                                  |  | 3 to 5 years 
|URLs                                         |  | 20 years     
|Software applications and programs           |  | 3 to 7 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. Other than the impairment of the intangible assets related to the MVAS and Games segments (Note 4), the Company did not record any impairment
for the year ended December 31, 2007.

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, 2005 and 2006. Other than the impairment of the goodwill related to the MVAS segment of $71,096 (Note 9), the Company did not record any impairment for the
year ended December 31, 2007.



| | (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 (OTT) on available-for-sale securities are included in gain (loss) on disposal of investments and
impairment of investments, 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. See Note 7 for a further discussion of the Companys OTT impairment on
its collateralized debt obligations (CDOs).

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 OTT, 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,



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)



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. As discussed in Note 4, the Company recognized impairment of $4,213 related to CDC Games license fee assets during the year ended
December 31, 2007.



| | (i) | Foreign Currency Translation
| | --- | ----------------------------

The
financial statements of the Companys foreign operations have been translated into the United States dollar (U.S. dollar) 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. The Company considers itself to be permanently reinvested with
respect to its investment in its foreign subsidiaries. Accordingly, no realized and unrealized gains and losses from foreign currency translation of investments in foreign subsidiaries are included in the Companys consolidated income
statements for any year presented.

During the years ended December 31, 2005, 2006 and 2007, $380, Nil 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 general and administrative expenses in the accompanying consolidated statement of operations. For the years ended December 31, 2005, 2006 and 2007, advertising expenses totaled
$5,050 , $10,573 and $6,573 , respectively.



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)



| | (k) | Shipping and Handling
| | --- | ---------------------

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



| | (l) | Revenue Recognition
| | --- | -------------------

The Company
recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectibility is reasonably assured. If an acceptance period is required, revenue is recognized upon the earlier of
customer acceptance or the expiration of the acceptance period. In some circumstances, the Company recognizes revenue on arrangements that contain certain acceptance provisions when it has historical experience that the acceptance provision is
perfunctory. 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. Discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period in which the related
revenue is recorded. Such provisions are calculated after considering relevant historical data.

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 (SAB 104), the American
Institute of Certified Public Accountants Statement of Position (SOP) 97-2, Software Revenue Recognition (SOP 97-2), 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
(EITF 99-19) and SOP 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts (SOP 81-1).

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:

Software.The
Company 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



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)



license and contracted services are recognized under the percentage of completion method as prescribed by the provisions of Accounting Research Bulletin
(ARB) No. 45, Long-Term Construction-Type Contracts, and SOP 81-1.

When software licenses
incorporating third-party software products are sold or sold with third-party products that complement the software, the Company recognizes the gross amount of sales of third-party products as revenue in accordance with EITF 99-19.

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, when the product has been installed. Revenue from hosting services is included in licenses line items 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 fall 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.

Many of the Companys software arrangements include consulting implementation services sold separately under
consulting engagement contracts. Consulting revenue from these arrangements are accounted for separately from new software license revenue 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. Revenue for consulting services is 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 recognized together with the consulting services 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. This revenue is classified together with license revenue and was not significant in any year presented.



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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)



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 fees 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. Revenue related to maintenance is 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 the 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 is 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 of the criteria specified under paragraph 8 of SOP 97-2 are met; this point coincides with the sell-through to the end-users
because at that point, the Company has persuasive evidence of an arrangement (a 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.

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.

Global Services

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 specifications 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, and with the total costs, fees and progress to completion. The vast majority of these
agreements do not include customer acceptance provisions. The Company recognizes revenue 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 revenue based on the completed contract method by deferring the recognition of revenue until it obtains formal acceptance due to 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.

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



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)



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 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 delivery of the customer list to the customer constitutes the contract delivery.
The Company does not recognize revenue from these types of arrangements 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 revenue for
fixed price contracts are recognized using the proportional performance method based on hours incurred. Revenue from time and materials outsourcing contracts are recognized as the services are delivered, assuming all other basic criteria for revenue
recognition have been met.

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

Hardware revenue is
recognized upon shipment by the hardware vendor and title has transferred to the customer.

CDC Games

CDC Games revenue is principally derived from the provision of online game services in the PRC. The Company 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.

All PP-Cards are sold to distributors and retailers across the country, from whom CDC
Games collects payment on a prepaid basis. The distributors then resell the cards to end users and other retail points. CDC Games offered sales discounts primarily ranging from 13% - 15% to distributors or retailers. The sales discount represents
the difference between the price at which the PP-Cards are sold and the face value of the 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 or 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 the Companys online game services, i.e., when game playing time occurs or
in-game merchandise or premium features are delivered, or when the end customers are no longer entitled to access the online game services after the expiration of the PP-Cards. Distributors are permitted to return unsold prepaid cards under certain
conditions, including termination of game and disqualification of distributor status. Returns of PP-Cards during 2006 and 2007 were not material.



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)



China.com

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.

MVAS

MVAS revenue is recognized when services are provided. The Company records revenue 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 revenue is accrued accordingly.



| | (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 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.



| | (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.

Effective
January 1, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48) which clarifies the accounting for uncertainty in income taxes recognized in an enterprise's
financial statements in accordance with SFAS 109. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under the
interpretation, the Company shall recognize the financial statement effects of a tax position when it is more likely than not, based upon the technical merits, that the position will be sustained upon examination. Conversely, the Company shall
derecognize a previously recognized tax position in the first period in which it is no longer more likely than not that the tax position would be sustained upon examination. A tax position that meets the more likely than not recognition threshold
shall initially and subsequently be measured as the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with a taxing authority. The Company also recognizes interest expense by applying
a rate of interest to the difference between the tax position recognized in accordance with FIN 48 and the amount previously taken or expected to be taken in a tax return. The Company classifies interest expense and related penalties, if any, with
respect to its uncertain tax positions in the provision for income taxes.



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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)



| | (o) | Stock Compensation Expenses
| | --- | ---------------------------

On
January 1, 2006, the Company and its subsidiary China.com 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 No. 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. During 2007, the Company approved its subsidiaries CDC Software
and CDC Games, 2007 Stock Incentive Plan. Upon creation of these plans, both CDC Software and CDC Games adopted SFAS 123(R).

Prior to the adoption of SFAS 123(R), cash flows resulting from the tax benefit related to equity-based compensation were 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.

Equity-based compensation expense
recognized under SFAS 123(R) in the consolidated statements of operations for the years ended December 31, 2006 and 2007 was $6,887 and $8,451 , respectively. The estimated fair value of the Companys equity-based awards, less expected
forfeitures, is amortized over the awards vesting period on a straight-line basis.

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.



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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)



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(R), the Companys net loss and net loss per share for the year ended December 31,
2005, would have been as follows:



|                                                                      |  |                            |         |  
|--------------------------------------------------------------------- |  | -------------------------- | ------- | -
|                                                                      |  | Year endedDecember 31,2005 |        
|Net loss:                                                             |  |                            |         |  
|As reported                                                           |  | $                          | (3,514  | )
|Add: Stock compensation expense included in net loss                  |  |                            | 1,421   |  
|Deduct: Stock compensation expense determined under fair value method |  |                            | (11,594 | )
|                                                                      |  |                            |         |  
|Pro forma net loss                                                    |  | $                          | (13,687 | )
|                                                                      |  |                            |         |  
|Basic loss per share:                                                 |  |                            |         |  
|As reported                                                           |  | $                          | (0.03   | )
|Pro forma                                                             |  | $                          | (0.12   | )
|                                                                      | 
|Diluted loss per share:                                               |  |                            |         |  
|As reported                                                           |  | $                          | (0.03   | )
|Pro forma                                                             |  | $                          | (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.

As further discussed in Note 19, 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.



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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)



| | (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) | 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.



| | (s) | 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.



| | (t) | Retirement Costs
| | --- | ----------------

Retirement costs
relating to defined benefit plans are 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.



| | (u) | 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



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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)



(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.



| | (v) | Recent Accounting Pronouncements
| | --- | --------------------------------

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments  an Amendment of FASB Statements No. 133 and 140 (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 No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities  a Replacement of FASB Statement No. 125 (SFAS 140) to eliminate the
prohibition on a qualifying special-purpose entity from holding a 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. SFAS 155 did not have an effect on the companys financial position or results of operations for the year ended December 31, 2007.

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. In February, 2008, the FASB issued Financial Statement of Position No. 157-2, Partial Deferral of the Effective Date of Statement
157 (FSP 157-2). FSP 157-2 delays the effective date of SFAS 157, for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually) to fiscal years beginning after November 15, 2008. Management believes this standard will not have a material impact on its consolidated financial statements.

In September 2006, the SEC issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement
Plans (SFAS 158). SFAS 158 requires the recognition of a plans overfunded or underfunded status as an asset or liability in the consolidated balance sheet and the recognition of changes in that funded status in the year in
which the changes occur through comprehensive income. The Company settled its defined benefit plan obligations during 2006, therefore, SFAS 158 did not have an effect on the Companys financial position, cash flows or results of operations for
the year ended December 31, 2006 or 2007.



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)



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. Management believes this standard will
not have a material impact on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141
(revised 2007), Business Combinations (SFAS 141R), and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (SFAS 160). SFAS 141R requires an acquirer to measure the
identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. This standard also
requires the fair value measurement of certain other assets and liabilities related to the acquisition such as contingencies and research and development. SFAS 160 clarifies that a noncontrolling interest in a subsidiary should be reported as equity
in the consolidated financial statements. Consolidated net income should include the net income for both the parent and the noncontrolling interest with disclosure of both amounts on the consolidated statement of income. The calculation of earnings
per share will continue to be based on income amounts attributable to the parent. The effective date for both Statements is the beginning of fiscal year 2009. The Company has currently not determined the potential effects on its consolidated
financial statements.

In April 2007, the FASB issued FSP FIN No. 39-1, which amended FIN No. 39, Offsetting of
Amounts Related to Certain Contracts  an interpretation of APB Opinion No. 10 and FASB Statement No. 105(FIN No. 39), to indicate that the following fair value amounts could be offset against each other
if certain conditions of FIN No. 39 are otherwise met: (a) those recognized for derivative instruments executed with the same counterparty under a master netting arrangement and (b) those recognized for the right to reclaim cash
collateral (a receivable) or the obligation to return cash collateral (a payable) arising from the same master netting arrangement as the derivative instruments. In addition, a reporting entity is not precluded from offsetting the derivative
instruments if it determines that the amount recognized upon payment or receipt of cash collateral is not a fair value amount. FSP FIN No. 39-1 is effective for fiscal years beginning after November 15, 2007. The Company is currently
evaluating the effects of this statement on its consolidated financial position and results of operations for 2008.

In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51 (SFAS 160). This statement applies to the accounting for noncontrolling
interests (previously referred to as minority interest) in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 requires noncontrolling interests to be reported as a component of equity, which changes the accounting for transactions
with noncontrolling interest holders. The effective date for SFAS 160 is the beginning of fiscal year 2009. The Company has currently not determined the potential effects on its consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS
161). This statement is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entitys financial
position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently evaluating the impact of adopting SFAS 161 on
its consolidated financial statements.



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)



In April 2008, the FASB issued FASB Staff Position No. 142-3, "Determining the
Useful Life of Intangible Assets" (FSP 142-3). FSP 142-3 amends the factors to be considered in determining the useful life of intangible assets. Its intent is to improve the consistency between the useful life of an intangible asset and
the period of expected cash flows used to measure its fair value. FSP 142-3 is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the effect the implementation will have on its consolidated
financial statements.



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



| | (a) | During 2007, the Company made the following acquisitions:
| | --- | ---------------------------------------------------------



| | (i) | Respond Group Ltd. (Respond)
| | --- | ------------------------------

In February 2007, the Company acquired a 100% equity interest in Respond through the acquisition of its entire issued share capital. 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 Responds operations have been included in the Companys consolidated financial statements since the date of acquisition. Respond is a provider
of enterprise class complaints, feedback and customer service solutions.

Under the terms of the share purchase agreement,
the Company paid $14,743 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 revenue. Revenue 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. Management has determined that these contingent payments are not probable; therefore, no accrual has been recorded as of December 31, 2007.



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)



The purchase price for Respond 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 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 analysis by management. The preliminary allocation of the purchase price of $14,743, including direct expenses related to the acquisition, was as follows:



|                            |  |   |        |   |            |        
|--------------------------- |  | - | ------ | - | ---------- | -------
|                            |  |   |        |   | UsefulLife
|Current assets              |  | $ | 3,819  |   |            |        
|Property and equipment, net |  |   | 304    |   |            |        
|Goodwill                    |  |   | 11,634 |   |            |        
|Trade name                  |  |   | 430    |   |            | 5 years
|Developed technologies      |  |   | 2,080  |   |            | 7 years
|Customer base               |  |   | 2,180  |   |            | 8 years
|Noncompete agreements       |  |   | 30     |   |            | 3 years
|                            |  |   |        |   |            |        
|Total assets acquired       |  |   | 20,477 |   |            |        
|                            |  |   |        |   |            |        
|Current liabilities         |  |   | (5,734 | ) |            |        
|                            |  |   |        |   |            |        
|Total liabilities assumed   |  |   | (5,734 | ) |            |        
|                            |  |   |        |   |            |        
|Net assets acquired         |  | $ | 14,743 |   |            |        
|                            |  |   |        |   |            |        

Due to the synergies expected with the Companys existing businesses and
competition encountered during the bid process, the purchase price resulted in the recognition of goodwill. The goodwill was assigned to the Software segment, and such goodwill is not deductible for tax purposes.



| | (ii) | SaratogaSystems Inc. (Saratoga)
| | ---- | ---------------------------------

In April 2007, the Company acquired a 100% equity interest in Saratoga through merger. In accordance with SFAS 141, this acquisition has been accounted for under the purchase method of accounting, and the results of
Saratogas operations have been included in the Companys consolidated financial statements since the date of acquisition. Saratoga is 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.

The Company is continuing its plan of integration of certain activities at Saratoga. These activities are accounted for in accordance
with EITF 95-3, Recognition of Liabilities in Connection with a Purchase Business Combination (EITF 95-3). These costs primarily include the closure of facilities and employee terminations in the United States, United Kingdom
and Sweden. Such costs have been recognized as liabilities assumed in the acquisition because the Company had begun to assess and formulate a plan to integrate these activities at the time of the acquisition of Saratoga. During 2007, the Company
recorded a liability of $1,730 as a result of severance costs and relocation costs related to the acquisition with a corresponding adjustment to goodwill. At December 31, 2007, the Company had $398 remaining in accrued restructuring charges in
the accompanying consolidated balance sheet related to this integration.



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)



The purchase price for Saratoga 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 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 analysis by management. The preliminary allocation of the purchase price of $34,846, including direct expenses related to the acquisition, was as follows:



|                            |  |   |         |   |            |        
|--------------------------- |  | - | ------- | - | ---------- | -------
|                            |  |   |         |   | UsefulLife
|Current assets              |  | $ | 7,908   |   |            |        
|Property and equipment, net |  |   | 200     |   |            |        
|Other assets                |  |   | 318     |   |            |        
|Goodwill                    |  |   | 26,634  |   |            |        
|Trade name                  |  |   | 640     |   |            | 5 years
|Developed technologies      |  |   | 2,560   |   |            | 6 years
|Customer base               |  |   | 11,740  |   |            | 8 years
|                            |  |   |         |   |            |        
|Total assets acquired       |  |   | 50,000  |   |            |        
|                            |  |   |         |   |            |        
|Current liabilities         |  |   | (15,080 | ) |            |        
|Long term liabilities       |  |   | (74     | ) |            |        
|                            |  |   |         |   |            |        
|Total liabilities assumed   |  |   | (15,154 | ) |            |        
|                            |  |   |         |   |            |        
|Net assets acquired         |  | $ | 34,846  |   |            |        
|                            |  |   |         |   |            |        

Due to the synergies expected with the Companys existing businesses and
competition encountered during the bid process, the purchase price resulted in the recognition of goodwill. The goodwill was assigned to the Software segment, and such goodwill is not deductible for tax purposes.



| | (iii) | Guangzhou Optic Communications Co., Ltd (Optic)
| | ----- | -------------------------------------------------

In July 2007, the Company acquired a 100% equity interest in Optic through the acquisition of its entire issued share capital. In accordance with SFAS No. 141, this acquisition has been accounted for under the
purchase method of accounting, and the results of Optics operations have been included in the Companys consolidated financial statements since the date of acquisition. Optic is an online games publisher in China.



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)



The purchase price for Optic 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 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 analysis by management. The preliminary allocation of the purchase price of $13,214 , including direct expenses related to the acquisition was as follows:



|                                                    |  |   |         |   |             |           
|--------------------------------------------------- |  | - | ------- | - | ----------- | ----------
|                                                    |  |   |         |   | Useful Life
|Current assets                                      |  |   | 3,903   |   |             |           
|Property and equipment, net                         |  |   | 3,597   |   |             |           
|Goodwill                                            |  |   | 13,051  |   |             |           
|Distribution network                                |  |   | 660     |   |             | 1 year    
|Developed technologies                              |  |   | 117     |   |             | 0.5 year  
|Customer base                                       |  |   | 412     |   |             | 1 year    
|License agreements                                  |  |   | 3,608   |   |             | 2 -5 years
|                                                    |  |   |         |   |             |           
|Total assets acquired                               |  |   | 25,348  |   |             |           
|                                                    |  |   |         |   |             |           
|Current liabilities                                 |  |   | (8,110  | ) |             |           
|                                                    |  |   |         |   |             |           
|FIN 48 liability                                    |  |   | (3,701  | ) |             |           
|Deferred tax liability related to intangible assets |  |   | (323    | ) |             |           
|Total liabilities assumed                           |  |   | (12,134 | ) |             |           
|                                                    |  |   |         |   |             |           
|Net assets acquired                                 |  | $ | 13,214  |   |             |           
|                                                    |  |   |         |   |             |           

Due to the synergies expected with the Companys existing businesses and
competition encountered during the bid process, the purchase price resulted in the recognition of goodwill. The goodwill was assigned to the CDC Games segment, and such goodwill is not deductible for tax purposes.



| | (iv) | Catalyst International, Inc. (Catalyst)
| | ---- | -----------------------------------------

In September 2007, the Company acquired a 100% equity interest in Catalyst through merger. In accordance with SFAS No. 141, this acquisition has been accounted for under the purchase method of accounting,
and the results of Catalysts operations have been included in the Companys consolidated financial statements since the date of acquisition. Catalyst is a provider of enterprise supply chain software and hardware solutions.

Under the terms of the agreement, the Company agreed to pay not more than $29,500 in cash in connection with the merger,
with $25,000 paid at closing and $4,500 placed in escrow for a 24-month period and subject to holdback in the event of breaches of representations and warranties and various other adjustments.

The Company is continuing its plan of integration of certain activities at Catalyst. These activities are accounted for in
accordance with EITF 95-3. These costs primarily include the closure of facilities and employee terminations in the United States and United Kingdom. Such costs have been recognized as liabilities assumed in the acquisition because the
Company had begun to assess and formulate a plan to integrate these activities at the time of the acquisition of Catalyst. During 2007, the Company recorded a liability of $704 as a result of severance costs and relocation costs related to the
acquisition with a corresponding adjustment to goodwill. At December 31, 2007, the Company had $149 in accrued restructuring charges in the accompanying consolidated balance sheet related to this integration.



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)



The purchase price for Catalyst 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 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 analysis by management. The preliminary allocation of the purchase price of $29,600, including direct expenses related to the acquisition was as follows:



|                            |  |   |         |   |             |            
|--------------------------- |  | - | ------- | - | ----------- | -----------
|                            |  |   |         |   | Useful Life
|Current assets              |  | $ | 8,523   |   |             |            
|Property and equipment, net |  |   | 351     |   |             |            
|Goodwill                    |  |   | 16,118  |   |             |            
|Trade name                  |  |   | 1,230   |   |             | 5 -10 years
|Developed technologies      |  |   | 2,110   |   |             | 6 years    
|Customer base               |  |   | 11,520  |   |             | 10 years   
|                            |  |   |         |   |             |            
|Total assets acquired       |  |   | 39,852  |   |             |            
|                            |  |   |         |   |             |            
|Current liabilities         |  |   | (10,163 | ) |             |            
|Long term liabilities       |  |   | (89     | ) |             |            
|                            |  |   |         |   |             |            
|Total liabilities assumed   |  |   | (10,252 | ) |             |            
|                            |  |   |         |   |             |            
|Net assets acquired         |  | $ | 29,600  |   |             |            
|                            |  |   |         |   |             |            

Due to the synergies expected with the Companys existing businesses and
competition encountered during the bid process, the purchase price resulted in the recognition of goodwill. $9,797 of the goodwill was assigned to the Software segment and $6,321 of the goodwill was assigned to the Global Services segment. None of
the goodwill is deductible for tax purposes.



| | (v) | Industri-Matematik International Corp. (IMI)
| | --- | ----------------------------------------------

In September 2003, the Company acquired a 51% equity interest in Cayman First Tier (CFT), an investment holding company organized in the Cayman Islands which owns a 100% equity interest in IMI for $25,000
in cash. In accordance with SFAS No. 141, this acquisition has been accounted for under the purchase method of accounting and the results of IMIs operations have been included in the Companys consolidated financial statements since
the date of acquisition. IMI is a provider of supply chain management solutions in North America and Europe. The remaining 49% equity interest of CFT was held by Symphony Technology Group (Symphony), a private equity firm focused on
enterprise software and services, which previously owned 100% of IMI.

In November 2003, CFT loaned $25,000 to Symphony
(Symphony Note) to provide Symphony with additional capital to fund future Symphony investments. The loan was secured by Symphonys 49% holding in IMI (through CFT). Principal and interest on the Symphony Note was due and payable in
full in November 2007.

In November 2007, the Company, CFT and Symphony entered into a letter agreement whereby all amounts
due and payable to CFT pursuant to the Symphony Note were deemed discharged and paid in full in exchange for the transfer by Symphony to CFT of all of Symphonys rights, title, and interest in Symphonys 49% interest in CFT. As of the date
of the transfer, there was approximately $28,000 outstanding under the Symphony Note ($25,000 in principal and $3,000 in accrued interest).



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)



The Company has determined that the value of the 49% equity interest in CFT exceeded
the carrying value of the Symphony Note. No impairment charge was recorded, and the Companys interest in the Symphony Note of $14,282 was considered purchase price consideration for the 49% minority interest in CFT and was accounted for in
accordance with SFAS No. 141.

The purchase price for IMI 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 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 analysis by management. The preliminary allocation of the purchase price of $14,282, including direct expenses related to the acquisition was as follows:



|                          |  |   |        |   |             |        
|------------------------- |  | - | ------ | - | ----------- | -------
|                          |  |   |        |   | Useful Life
|Goodwill                  |  |   | 11,177 |   |             |        
|Capitalized software      |  |   | 1,475  |   |             | 4 years
|Customer base             |  |   | 4,621  |   |             | 4 years
|Trade name                |  |   | 446    |   |             | 5 years
|                          |  |   |        |   |             |        
|Total assets acquired     |  |   | 17,719 |   |             |        
|                          |  |   |        |   |             |        
|Deferred revenue          |  |   | (1,785 | ) |             |        
|Long term liabilities     |  |   | (1,652 | ) |             |        
|                          |  |   |        |   |             |        
|Total liabilities assumed |  |   | (3,437 | ) |             |        
|                          |  |   |        |   |             |        
|Net assets acquired       |  | $ | 14,282 |   |             |        
|                          |  |   |        |   |             |        

Due to the synergies expected with the Companys existing businesses, the
purchase price resulted in the recognition of goodwill. The goodwill was assigned to the Software segment, and such goodwill is not deductible for tax purposes.

The purchase price allocations for each of the preceding acquisitions have not been finalized because the Company has not yet completed
the analysis of acquired deferred tax assets and liabilities.



| | (vi) | Pro Forma Effect of Respond, Saratoga, Optic and Catalyst Acquisitions
| | ---- | ----------------------------------------------------------------------

The following unaudited pro forma consolidated information reflects the Companys consolidated results of operations for the years
ended December 31, 2006 and 2007, as if the acquisitions of Respond, Saratoga, Optic and Catalyst had occurred on January 1, 2006 and 2007. These pro forma results have been prepared for informational 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, 2006 and 2007, and may not be indicative of future results of operations.



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)



|                                              |  |                         |         |   |      |   |          |  
|--------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | -------- | -
|                                              |  | Year ended December 31, |        
|                                              |  | 2006                    |         |   | 2007 |  
|Revenue                                       |  | $                       | 385,721 |   |      | $ | 443,476  |  
|Net loss from continuing operations           |  | $                       | (1,397  | ) |      | $ | (108,971 | )
|Net loss per common share - basic and diluted |  | $                       | (0.01   | ) |      | $ | (1.03    | )



| | (b) | During 2007, the Company acquired the following individually insignificant entities for a total cost of $934, which was paid 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.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | 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 in Australia. Under the
terms of a share purchase agreement, the Company paid approximately $106 in cash at closing for such majority interest in Vectra.



| | (ii) | PlanTec Limited (PlanTec)
| | ---- | ---------------------------

In July 2007, a subsidiary of the Company completed the acquisition of 100% of the equity in PlanTec, a provider of information technology services to a broad range of industries including health, retail, telecommunications, waste
management, transportation, state and federal governments in Australia. Under the terms of the purchase agreement, the Company paid approximately $557 in cash at closing, with additional consideration payable of up to $1,200 based upon 2008 and 2009
financial performance.



| | (iii) | Snapdragon Consulting Pty. Ltd. (Snapdragon)
| | ----- | ----------------------------------------------

In October 2007, a subsidiary of the Company completed the acquisition of 100% of the equity in Snapdragon, an information service provider focused on Microsoft CRM based in Australia. Under the terms of the share
purchase agreement, the Company paid approximately $271 at closing. In addition, the Company agreed to pay additional consideration payable in 2008 and 2009 based upon consolidated earnings of Snapdragon before interest income and interest expenses
and income tax, but after amortization and depreciation. If Snapdragon achieves its forecast results, the total additional consideration payable would be approximately $1,400.



| | (iv) | Acquisition of Franchise Partners
| | ---- | ---------------------------------

In May 2007, the Company acquired 19% of the equity in Business T G. Spain, a reseller of ERP, CRM & SCM products. Under the terms of the share purchase agreement, the Company paid $431 at closing. The Company accounts for this
investment under the cost method of accounting.

In August 2007, the Company acquired 10% of the equity in CMT Argentina, a
reseller of CRM and c360 products. Under the terms of the share purchase agreement, the Company paid $84 at closing. The Company accounts for this investment under the cost method of accounting.



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)



In November 2007, the Company acquired 19% of the equity in CDC CRM Solutions India,
a reseller of CRM products. Under the terms of the agreement, the Company paid $2 at closing. CDC CRM Solutions India is a start-up entity, and the Company is the sole source of funding. Accordingly, the results of CDC CRM Solutions Indias
operations have been included in the Companys consolidated financial statements since the date of acquisition.

Goodwill recognized in conjunction with these individually insignificant acquisitions amounted to $171 and was assigned to the Global Services segment and such goodwill is not deductible for tax purposes.

In conjunction with these individually insignificant acquisitions, the Company acquired $1,057 of intangible assets, which has been
classified as customer base and has a weighted-average useful life of 3 years.



| | (c) | In 2006, the Company made the following significant acquisitions:
| | --- | -----------------------------------------------------------------



| | (i) | Equity Pacific (the 17game Group)
| | --- | -----------------------------------

In August 2004, China.com Inc. entered into an acquisition agreement to acquire an 11.11% equity interest in 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.

The remaining 52% of 17game Group was acquired on March 17, 2006 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 of $24,618 for 17game Group has been
allocated to the assets acquired and liabilities assumed based on managements estimate of their respective fair values as of the date of the acquisition. Due to the synergies expected with the Companys existing businesses, the purchase
price resulted in the recognition of goodwill. The goodwill was assigned to the CDC Games segment, and such goodwill is not deductible for tax purposes.



| | (ii) | DB Professionals, Inc. (DBPI)
| | ---- | -------------------------------

On July 7, 2006, the Company acquired a 100% equity interest in DBPI through the acquisition of its entire issued share capital. In accordance with SFAS No. 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 United States.

The Company acquired the business of DBPI for a cash payment of $8,850 and the Company agreed to an additional cash payment of $1,400, payable on December 31, 2007,



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)



and subject to an adjustment onwards for any liability arising prior to the closing date. 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. In March 2007, the Company entered into an addendum to its share purchase agreement pursuant to which, among other things, it accelerated the payment of the second cash installment payable to the sellers and paid $815 as an additional
cash consideration to the sellers. Furthermore, in August 2007, the Company entered into a second addendum to the share purchase agreement pursuant to which it accelerated the payment of the third cash installment, amended such amount to $1,250 and
released the sellers from any liability after November 30, 2007. Under this addendum, the Company paid $625 on execution and paid the remaining amounts in three equal installments of $208. 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 adjustments to the purchase price
and has recorded these payments as additional goodwill in the Companys consolidated balance sheet as of December 31, 2007.

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



| | (iii) | 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 based on a formula set out in the agreement, which would vary based on the performance of the TimeHeart Group in the fourth quarter of 2006 and in the year 2007. The
contingent consideration was to be in the form of restricted shares of China.com Inc., equivalent to a maximum amount of $2,080. As of December 31, 2007, the criteria for this contingent consideration were not met and, accordingly, no
adjustment for the contingent payment has been recorded in the consolidated financial statements.

The purchase price of
$5,512 for the TimeHeart Group has been allocated to the assets acquired and liabilities assumed based on managements estimate of their respective fair values as of the date of the acquisition. Due to the synergies expected with the
Companys existing businesses, the purchase price resulted in the recognition of goodwill. The goodwill was assigned to the MVAS segment, and such goodwill is not deductible for tax purposes.



| | (iv) | Vis.align, Inc. (Vis.align)
| | ---- | -----------------------------

On December 1, 2006, the Company acquired a 100% equity interest in Vis.align through merger. In accordance with SFAS 141, this acquisition has been accounted for



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)



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 Parent, based upon 2007 and 2008 revenue. Revenue of
Vis.align must exceed $20,000 during each annual period for any additional consideration to be payable for that period. In accordance with EITF 95-08, the Company has accounted for these additional contingent payments as adjustments to the purchase
price and has accrued Nil at December 31, 2006 and 2007.

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



| | (d) | 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.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (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 Global Services segment through growth of the 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, if earnings
before interest, taxes, depreciation and amortization (EBITDA) generated from the purchased business were at least $1,350 in each year 2006 and 2007. 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, 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 and $717 at December 31, 2006 and 2007, respectively, 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 has been issued to the sellers. The sellers also 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.



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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)



| | (ii) | c360 Solutions Incorporated (c360)
| | ---- | ------------------------------------

In April 2006, 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 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 $1,641 of additional cash consideration during the year ended December 31, 2007, and agreed to issue to the
sellers an additional 350,000 of its 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 of the Company 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 and has accrued $153 and $830 at December 31, 2006 and 2007, respectively.

Through
February 29, 2008, the full 350,000 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 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.



| | (iii) | 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 United
States. 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 OSTI. 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 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 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. In accordance with EITF 95-08, the
Company has accounted for these additional contingent payments as adjustments to the purchase price and has accrued Nil and $550 at December 31, 2006 and 2007, respectively.



| | (iv) | MVI Technology (MVI)
| | ---- | ----------------------

In October 2006, the Company acquired MVI. MVI is a developer of real-time performance management solutions specifically designed for the food and beverage and consumer products industries that enable 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 revenue of MVI between months 1 through 12, 13 through 24 and 25 through 36 following the closing. Revenue must exceed $6,000 during each 12-month period for any



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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)



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 and has accrued
$164 and $672 at December 31, 2006 and 2007, respectively.

Goodwill recognized in conjunction with these individually
insignificant acquisitions amounted to $4,098 and was assigned $2,520 to the Software segment and $1,578 to the Global Services segment, respectively; $1,578 of such goodwill is deductible for tax purposes.



| | (e) | There were no acquisitions made during 2005.
| | --- | --------------------------------------------



| | (f) | In 2005, 2006 and 2007, the Company paid $2,059, $752 and Nil, 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 consideration related to pre-January 1, 2005 acquisitions.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | RESTRUCTURING AND OTHER CHARGES
|-- | -------------------------------

The following table sets forth the components of restructuring and other charges recorded in the consolidated statements of operations:



|                                                |  |                         |       |      |   |       |  |   |        |  
|----------------------------------------------- |  | ----------------------- | ----- | ---- | - | ----- |  | - | ------ | -
|                                                |  | Year ended December 31, |      
|                                                |  | 2005                    |       | 2006 |   | 2007  | 
|Restructuring charges                           |  | $                       | 1,667 |      | $ | 1,974 |  | $ | 931    |  
|MVAS impairment                                 |  |                         |      |      |   |      |  |   | 2,398  |  
|CDC Games license impairment                    |  |                         |      |      |   |      |  |   | 4,213  |  
|Legal settlements                               |  |                         |      |      |   | 2,900 |  |   | 1,370  |  
|Gain on sale of ION Global                      |  |                         |      |      |   |      |  |   | (6,745 | )
|Impairment of cost investments and other assets |  |                         |      |      |   |      |  |   | 6,889  |  
|                                                |  |                         |       |      |   |       |  |   |        |  
|Total restructuring and other charges, net      |  | $                       | 1,667 |      | $ | 4,874 |  | $ | 9,056  |  
|                                                |  |                         |       |      |   |       |  |   |        |  

Restructuring Charges

For the year ended December 31, 2005, the Company incurred and charged to expense $3,055 in restructuring costs, principally at the
Companys subsidiaries, Ross Systems, Inc. (Ross), Pivotal Corporation (Pivotal) 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.

For the year ended December 31, 2006, the Company incurred and charged to expense $2,943 in
restructuring costs, principally at the Companys subsidiaries, Praxa Limited (Praxa) and IMI. 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
the restructuring liability at Pivotal was reduced by $353 due to a change in estimate relating to a lease termination.



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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)



For the year ended December 31, 2007, the Company incurred and charged to
expense $3,995 in restructuring costs, principally at the Companys subsidiaries, IMI, Ross, Pivotal and Praxa. At IMI, restructuring costs were $2,130 , comprised of $2,096 related to employee termination costs and $34 for closure of
offices. At Ross, restructuring costs were $666, comprised entirely of employee termination costs. At Pivotal, restructuring costs were $856, comprised of $306 related to employee termination costs and $550 related to legal fees. At Praxa,
restructuring costs were $157, related to employee termination costs. The Company recorded adjustments to the restructuring liability of $3,064, which is primarily comprised of a $2,933 adjustment at Pivotal due to a change in estimate relating
to a lease termination. During 2007, in connection with the Companys acquisition of Saratoga and Catalyst, the restructuring liability was increased by $1,730 and $704, respectively, due to lease facility closure costs and workforce reduction
costs.

At December 31, 2006 and 2007, the Company had a total of $6,010 and $3,289 , respectively, in accruals
relating to the business restructuring activities. Pivotal, Ross and IMI are included in the Software segment. Praxa is included in the Global Services segment.

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



|                             |  |                    |        |   |                  |   |       |                 |  |   |       |   |  |   |        |  
|---------------------------- |  | ------------------ | ------ | - | ---------------- | - | ----- | --------------- |  | - | ----- | - |  | - | ------ | -
|                             |  | WorkforceReduction |        |   | LeaseTermination |   |       | Other ExitCosts |  |   | Total |  
|Balance at December 31, 2005 |  | $                  | 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  |  
|                             |  |                    |        |   |                  |   |       |                 |  |   |       |   |  |   |        |  
|Current                      |  | $                  | 235    |   |                  | $ | 2,009 |                 |  | $ | 167   |   |  | $ | 2,411  |  
|Non-current                  |  |                    |       |   |                  |   | 3,599 |                 |  |   |      |   |  |   | 3,599  |  
|                             |  |                    |        |   |                  |   |       |                 |  |   |       |   |  |   |        |  
|                             |  | $                  | 235    |   |                  | $ | 5,608 |                 |  | $ | 167   |   |  | $ | 6,010  |  
|                             |  |                    |        |   |                  |   |       |                 |  |   |       |   |  |   |        |  



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)



The changes in the accrued liability balance associated with the exiting costs for
the year ended December 31, 2007, are as follows:



|                                             |  |                    |        |   |                  |   |        |                 |  |       |     |  |   |        |  
|-------------------------------------------- |  | ------------------ | ------ | - | ---------------- | - | ------ | --------------- |  | ----- | --- |  | - | ------ | -
|                                             |  | WorkforceReduction |        |   | LeaseTermination |   |        | Other ExitCosts |  | Total |    
|Balance at December 31, 2006                 |  | $                  | 235    |   |                  | $ | 5,608  |                 |  | $     | 167 |  | $ | 6,010  |  
|Expensed in 2007                             |  |                    | 3,371  |   |                  |   | 74     |                 |  |       | 550 |  |   | 3,995  |  
|Adjustments related to acquired subsidiaries |  |                    | 1,141  |   |                  |   | 1,293  |                 |  |       |    |  |   | 2,434  |  
|Adjustments to income                        |  |                    | (164   | ) |                  |   | (2,933 | )               |  |       | 33  |  |   | (3,064 | )
|Amounts paid                                 |  |                    | (3,773 | ) |                  |   | (2,313 | )               |  |       |    |  |   | (6,086 | )
|                                             |  |                    |        |   |                  |   |        |                 |  |       |     |  |   |        |  
|Balance at December 31, 2007                 |  | $                  | 810    |   |                  | $ | 1,729  |                 |  | $     | 750 |  | $ | 3,289  |  
|                                             |  |                    |        |   |                  |   |        |                 |  |       |     |  |   |        |  
|Current                                      |  | $                  | 810    |   |                  | $ | 1,247  |                 |  | $     | 750 |  | $ | 2,807  |  
|Non-current                                  |  |                    |       |   |                  |   | 482    |                 |  |       |    |  |   | 482    |  
|                                             |  |                    |        |   |                  |   |        |                 |  |       |     |  |   |        |  
|                                             |  | $                  | 810    |   |                  | $ | 1,729  |                 |  | $     | 750 |  | $ | 3,289  |  
|                                             |  |                    |        |   |                  |   |        |                 |  |       |     |  |   |        |  

MVAS Impairment

See Note 9 for further discussion of the status of the MVAS segment and the Companys goodwill impairment charge of $71,096.

In accordance with the Companys policy on testing long-lived assets for impairment (Note 2(h)), the Company had a
triggering event that required testing the intangible assets of the MVAS business for impairment. The Company performed its impairment test and determined that the intangible assets were impaired because the Company did not have sufficient
discounted cash flows to support the remaining intangible assets due to the fact that it had made the decision to exit this business in 2008. Therefore, the Company wrote off all the remaining intangible assets that related to this segment, which
equaled $2,398.

CDC Games Impairment

The Companys business model in the CDC Games segment is to make investments in a diverse set of online computer game licenses.
During 2006 and 2007 the Company entered into many license arrangements with numerous game developers for the right to produce the online computer games in specific countries and/or geographical regions. Not all of these games are successfully
launched due to various factors: 1) development problems; 2) poor beta test results; 3) other games have better potential to become successful; and 4) limited capital resources. During 2007, the Company performed an assessment of the recoverability
of the license fee assets and determined that they would not generate future cash flows from several licenses and, therefore, it impaired $4,213 of these license fees.

Legal Settlements

The Company and its subsidiaries are parties to other
litigation and claims incident to the ordinary course of business. Periodically, the Company settles these disputes with the various counterparties. During the years ended December 31, 2005, 2006 and 2007, the Company recorded Nil, $2,900 and
$1,370 in legal settlement costs.



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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)



Gain on Sale of ION Global

In August 2007, the Company entered into four separate agreements to sell the principal assets and subsidiaries that comprised its Ion
Global business for $9,000. Subsequent to the date of sale, the Company received an additional $665 due to a net asset adjustment. In total, these transactions resulted in a pretax gain of approximately $6,745 . Under the terms of these
agreements, the Company agreed to sell (i) the assets related to the internet consulting services and website design and development of Ion Global (California), Inc.; (ii) substantially all of the assets of Ion Global Limited;
(iii) all of the issued and outstanding shares of Ion Global Korea Ltd. held by Ion Global (BVI) Ltd.; and (iv) the Ion Global trademark. Ion Global was included within the Global Services segment and the goodwill associated
with this transaction was allocated on a historical basis as Ion Global was not integrated into the Company.

The Company
has concluded that the financial position, results of operations and cash flows from these businesses are immaterial to the overall results of the Company and therefore have not been reported as discontinued operations in the accompanying
consolidated statements of operations for the year ended December 31, 2007.

Impairment of Cost Investments and Other Assets



|                           |  |                         |   |      |   |      |  |   |      
|-------------------------- |  | ----------------------- | - | ---- | - | ---- |  | - | -----
|                           |  | Year ended December 31,
|                           |  | 2005                    |   | 2006 |   | 2007
|CDC Games cost investments |  | $                       |  |      | $ |     |  | $ | 4,337
|Corporate other assets     |  |                         |  |      |   |     |  |   | 2,552
|                           |  |                         |   |      |   |      |  |   |      
|                           |  | $                       |  |      | $ |     |  | $ | 6,889
|                           |  |                         |   |      |   |      |  |   |      

As discussed above, CDC Games strategy is to make several investments in game
licenses. In addition, the Company made some cost investments in online computer game development companies. During 2007 and early 2008, these game developers lost their access to the credit markets, thus raising questions as to their ability to
continue as a going concern. Therefore, the Company recorded a charge of $4,337 to write-off its investment in these companies.

The Company has made cost investments in several companies during its history. In 2007, one of these companies filed bankruptcy and the Company was not able to recover its $2,403 investment. The Company also wrote off other assets of $149.



|5. | RESTRICTED CASH
|-- | ---------------

The Company had
$1,996 and $9,066 of restricted cash at December 31, 2006 and 2007, respectively.

At December 31, 2006 and 2007,
$1,996 and $454, respectively, of restricted cash served as collateral for an irrevocable standby letter of credit that provides financial assurance that the Company will fulfill its obligations with respect to the operating lease agreement at
Pivotal Corporation, an affiliate of the Company. The letter of credit is renewed annually. The cash is held in custody by the issuing bank and is restricted as to withdrawal or use.

At December 31, 2007 an additional $3,612 of restricted cash was held in various escrow accounts as collateral for pending litigation
settlements and an additional $5,000 served as collateral for the Companys line of credit agreement with a financial institution (Note 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)



|6. | ACCOUNTS RECEIVABLE
|-- | -------------------



|                                |  |                    |        |   |      |   |        |  
|------------------------------- |  | ------------------ | ------ | - | ---- | - | ------ | -
|                                |  | As of December 31, |       
|                                |  | 2006               |        |   | 2007 |  
|Accounts receivable:            |  |                    |        |   |      |   |        |  
|Amounts billed                  |  | $                  | 62,781 |   |      | $ | 91,219 |  
|Unbilled                        |  |                    | 7,029  |   |      |   | 5,081  |  
|                                |  |                    |        |   |      |   |        |  
|                                |  |                    | 69,810 |   |      |   | 96,300 |  
|Allowance for doubtful accounts |  |                    | (5,373 | ) |      |   | (8,688 | )
|                                |  |                    |        |   |      |   |        |  
|Net                             |  | $                  | 64,437 |   |      | $ | 87,612 |  
|                                |  |                    |        |   |      |   |        |  



|                                 |  |                         |        |   |      |   |        |      |  |   |        |  
|-------------------------------- |  | ----------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                 |  | Year ended December 31, |       
|                                 |  | 2005                    |        |   | 2006 |   |        | 2007 | 
|Allowance for doubtful accounts: |  |                         |        |   |      |   |        |      |  |   |        |  
|Balance at beginning of year     |  | $                       | 4,011  |   |      | $ | 4,112  |      |  | $ | 5,373  |  
|Additions                        |  |                         | 1,450  |   |      |   | 2,890  |      |  |   | 5,695  |  
|Write-offs, net of recoveries    |  |                         | (1,349 | ) |      |   | (1,629 | )    |  |   | (2,380 | )
|                                 |  |                         |        |   |      |   |        |      |  |   |        |  
|Balance at end of year           |  | $                       | 4,112  |   |      | $ | 5,373  |      |  | $ | 8,688  |  
|                                 |  |                         |        |   |      |   |        |      |  |   |        |  

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



|7. | INVESTMENTS
|-- | -----------

Available-for-sale
securities consist of the following:



|                                               |  |                    |         |                                             |   |                                              |  |   |        |  
|---------------------------------------------- |  | ------------------ | ------- | ------------------------------------------- | - | -------------------------------------------- |  | - | ------ | -
|                                               |  | December 31, 2006  |        
|                                               |  | EstimatedFairValue |         | 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 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 available-for-sale securities |  |                    | 112,045 |                                             |   |                                             |  |   | (2,638 | )
|                                               |  |                    |         |                                             |   |                                              |  |   |        |  
|Total available-for-sale securities            |  | $                  | 126,446 |                                             | $ | 1                                            |  | $ | (3,761 | )
|                                               |  |                    |         |                                             |   |                                              |  |   |        |  



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)



|                                                           |  |                    |        |                                             |   |                                              |  |   |      |  
|---------------------------------------------------------- |  | ------------------ | ------ | ------------------------------------------- | - | -------------------------------------------- |  | - | ---- | -
|                                                           |  | December 31, 2007  |       
|                                                           |  | EstimatedFairValue |        | Gains inAccumulatedOtherComprehensiveIncome |   | Losses inAccumulatedOtherComprehensiveIncome | 
|Current:                                                   |  |                    |        |                                             |   |                                              |  |   |      |  
|U.S. government securities                                 |  | $                  | 74,595 |                                             | $ |                                             |  | $ | (324 | )
|Less: restricted securities pledged for banking facilities |  |                    | 30,867 |                                             |   |                                             |  |   | (116 | )
|                                                           |  |                    |        |                                             |   |                                              |  |   |      |  
|Total debt securities                                      |  |                    | 43,728 |                                             |   |                                             |  |   | (208 | )
|                                                           |  |                    |        |                                             |   |                                              |  |   |      |  
|Common stock                                               |  |                    | 3,903  |                                             |   | 192                                          |  |   | (385 | )
|                                                           |  |                    |        |                                             |   |                                              |  |   |      |  
|Total equity securities                                    |  |                    | 3,903  |                                             |   | 192                                          |  |   | (385 | )
|                                                           |  |                    |        |                                             |   |                                              |  |   |      |  
|Total current available-for-sale securities                |  |                    | 47,631 |                                             |   | 192                                          |  |   | (593 | )
|                                                           |  |                    |        |                                             |   |                                              |  |   |      |  
|Noncurrent:                                                |  |                    |        |                                             |   |                                              |  |   |      |  
|CDOs                                                       |  |                    | 23,736 |                                             |   | 111                                          |  |   |     |  
|Private equity securities                                  |  |                    | 4,790  |                                             |   |                                             |  |   |     |  
|                                                           |  |                    |        |                                             |   |                                              |  |   |      |  
|Total noncurrent available-for-sale securities             |  |                    | 28,526 |                                             |   | 111                                          |  |   |     |  
|                                                           |  |                    |        |                                             |   |                                              |  |   |      |  
|Total available-for-sale securities                        |  | $                  | 76,157 |                                             | $ | 303                                          |  | $ | (593 | )
|                                                           |  |                    |        |                                             |   |                                              |  |   |      |  

Included in the total available-for-sale debt securities as of December 31,
2006 and 2007, were debt securities with a market value of Nil and $30,867, respectively, which were pledged as compensating balances in connection with the credit lines granted to the Company as further discussed in Note 11.

The gross realized gains on sales of available-for-sale securities totaled $584, $392 and $516 in 2005, 2006 and 2007, respectively. The
gross realized losses on sales of available-for-sale securities totaled $59, $224 and $2 in 2005, 2006 and 2007, respectively.

In 2006, the Company acquired an equity interest in preference shares in two 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 is subject to changes in returns on the collateralized debt backing the interest. The principal amount in these investments is backed by U.S. treasury strips and domestic corporate debt with S&P
ratings ranging from BBB to CC.

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 and 2007, was determined by the respective brokers and validated
by management based on expected cash flow returns discounted by rates consistent with rates of return offered on comparable investments with comparable risks. In addition at December 31, 2007, management based the fair value on binding quotes
received from third parties for these investments. These valuations represent managements best estimate of fair value of these investments at December 31, 2006 and 2007, and may or may not represent the ultimate value of these
investments.

At December 31, 2006 and 2007, 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 securities was determined to be OTT. At December 31, 2006 and 2007, Nil and $13,497 respectively, of the Companys CDOs were determined to have an OTT
impairment.



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)



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 amounts of securities pledged at
December 31, 2006 and 2007, were $30,504 and Nil, respectively, and the securities were classified as restricted investments.

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, 2006 and 2007.



|                             |  |                     |        |                      |   |           |  |                |         |           |   |                |  |   |         |  |   |      
|---------------------------- |  | ------------------- | ------ | -------------------- | - | --------- |  | -------------- | ------- | --------- | - | -------------- |  | - | ------- |  | - | -----
|                             |  | 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
|                             |  |                     |        |                      |   |           |  |                |         |           |   |                |  |   |         |  |   |      



|                             |  |                     |     |                      |   |           |  |                |        |           |   |                |  |   |        |  |   |    
|---------------------------- |  | ------------------- | --- | -------------------- | - | --------- |  | -------------- | ------ | --------- | - | -------------- |  | - | ------ |  | - | ---
|                             |  | December 31, 2007  
|                             |  | Less Than 12 Months |     | 12 Months or Greater |   | Total    
|Description of Securities    |  | Fairvalue           |     | Unrealizedloss       |   | Fairvalue |  | Unrealizedloss |        | Fairvalue |   | Unrealizedloss
|U.S. Treasury obligations    |  | $                   |    |                      | $ |          |  | $              | 64,595 |           | $ | 388            |  | $ | 64,595 |  | $ | 388
|Marketable equity securities |  |                     | 179 |                      |   | 53        |  |                | 948    |           |   | 333            |  |   | 1,127  |  |   | 386
|                             |  |                     |     |                      |   |           |  |                |        |           |   |                |  |   |        |  |   |    
|Total                        |  | $                   | 179 |                      | $ | 53        |  | $              | 65,543 |           | $ | 721            |  | $ | 65,722 |  | $ | 774
|                             |  |                     |     |                      |   |           |  |                |        |           |   |                |  |   |        |  |   |    

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 OTT impaired at December 31, 2006 and 2007.

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 OTT impaired at December 31, 2006 and 2007.

The Company did not have any securities classified as held-to-maturity at December 31, 2007. The following table summarizes the Companys held-to-maturity securities pledged as collateral under multiple note
purchase agreements (Note 11) as of December 31, 2006:



|                                      |  |                   |        |                          |   |                           |  |   |                    |   |  |   |       
|------------------------------------- |  | ----------------- | ------ | ------------------------ | - | ------------------------- |  | - | ------------------ | - |  | - | ------
|                                      |  | December 31, 2006
|                                      |  | NetCarryingAmount |        | UnrecognizedHoldingGains |   | UnrecognizedHoldingLosses |  |   | EstimatedFairValue
|Current:                              |  |                   |        |                          |   |                           |  |   |                    |   |  |   |       
|Restricted U.S. government securities |  | $                 | 30,504 |                          | $ |                          |  | $ | (341               | ) |  | $ | 30,163



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)



For the years ended December 31, 2005, 2006 and 2007, the Company did not record
any gross realized gains or gross realized losses on sales of held-to-maturity securities.

At December 31, 2006 and
2007, all 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 and 2007, related to the available-for-sale
securities were reported in accumulated other comprehensive income (loss).

All available-for-sale and held-to-maturity debt
securities held by the Company have maturity terms ranging from one to five years. At December 31, 2006 and 2007, the Companys debt securities had maturity dates falling due as follows:



|                              |  |                  |        |                  |   |       
|----------------------------- |  | ---------------- | ------ | ---------------- | - | ------
|                              |  | December 31,2006 |        | December 31,2007
|Maturity date:                |  |                  |        |                  |   |       
|Available-for-sale            |  |                  |        |                  |   |       
|One year or less              |  | $                | 10,869 |                  | $ | 74,595
|Within one year to five years |  |                  | 73,036 |                  |   |      
|                              |  |                  |        |                  |   |       
|Total available-for-sale      |  | $                | 83,905 |                  | $ | 74,595
|                              |  |                  |        |                  |   |       
|Held-to-maturity              |  |                  |        |                  |   |       
|One year or less              |  | $                | 30,504 |                  | $ |      
|                              |  |                  |        |                  |   |       
|Total held-to-maturity        |  | $                | 30,504 |                  | $ |      
|                              |  |                  |        |                  |   |       



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



|                               |  |                  |         |   |                  |   |         |  
|------------------------------ |  | ---------------- | ------- | - | ---------------- | - | ------- | -
|                               |  | December 31,2006 |         |   | December 31,2007 |  
|Leasehold improvements         |  | $                | 2,160   |   |                  | $ | 2,962   |  
|Furniture and fixtures         |  |                  | 761     |   |                  |   | 557     |  
|Office equipment               |  |                  | 1,303   |   |                  |   | 960     |  
|Computer equipment             |  |                  | 28,869  |   |                  |   | 31,398  |  
|Motor vehicles                 |  |                  | 151     |   |                  |   | 266     |  
|                               |  |                  |         |   |                  |   |         |  
|                               |  |                  | 33,244  |   |                  |   | 36,143  |  
|Less: Accumulated depreciation |  |                  | (23,704 | ) |                  |   | (16,484 | )
|                               |  |                  |         |   |                  |   |         |  
|Property and Equipment, net    |  | $                | 9,540   |   |                  | $ | 19,659  |  
|                               |  |                  |         |   |                  |   |         |  

Depreciation expense was $3,866, $4,385 and $6,233 for the years ended
December 31, 2005, 2006 and 2007, respectively.

At December 31, 2004, the Company classified a building and the
related land with a carrying amount of $2,992 as held for sale. 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.



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)



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

The changes in the carrying amounts of
goodwill for the years ended December 31, 2006 and 2007 are as follows:



|                                                              |  |          |         |   |                |   |        |          |  |           |        |  |      |       |   |       |   |         |   |  |   |         |  
|------------------------------------------------------------- |  | -------- | ------- | - | -------------- | - | ------ | -------- |  | --------- | ------ |  | ---- | ----- | - | ----- | - | ------- | - |  | - | ------- | -
|                                                              |  | Software |         |   | GlobalServices |   |        | CDCGames |  | China.com |        |  | MVAS |       |   | Total |  
|Balance as of December 31, 2005                               |  | $        | 107,182 |   |                | $ | 21,153 |          |  | $         |       |  | $    | 5,435 |   |       | $ | 66,893  |   |  | $ | 200,663 |  
|Goodwill acquired during the year                             |  |          | 4,358   |   |                |   | 5,863  |          |  |           | 14,765 |  |      |      |   |       |   | 2,246   |   |  |   | 27,232  |  
|Subsequent realization of tax benefit from acquired companies |  |          | (27,362 | ) |                |   | (1,006 | )        |  |           |       |  |      |      |   |       |   | (451    | ) |  |   | (28,819 | )
|Foreign currency adjustment                                   |  |          | 2,886   |   |                |   | 493    |          |  |           |       |  |      | 183   |   |       |   | 2,412   |   |  |   | 5,974   |  
|                                                              |  |          |         |   |                |   |        |          |  |           |        |  |      |       |   |       |   |         |   |  |   |         |  
|Balance as of December 31, 2006                               |  |          | 87,064  |   |                |   | 26,503 |          |  |           | 14,765 |  |      | 5,618 |   |       |   | 71,100  |   |  |   | 205,050 |  
|Goodwill acquired during the year                             |  |          | 56,700  |   |                |   | 6,492  |          |  |           | 13,051 |  |      |       |   |       |   |         |   |  |   | 76,243  |  
|Purchase price adjustments                                    |  |          |        |   |                |   | 3,429  |          |  |           |       |  |      |      |   |       |   |        |   |  |   | 3,429   |  
|Disposal of ION Global                                        |  |          |        |   |                |   | (1,295 | )        |  |           |       |  |      |      |   |       |   |        |   |  |   | (1,295  | )
|Reallocation of goodwill                                      |  |          | (1,838  | ) |                |   | 1,838  |          |  |           |       |  |      |      |   |       |   |        |   |  |   |        |  
|Subsequent realization of tax benefit from acquired companies |  |          | 1,591   |   |                |   | (233   | )        |  |           |       |  |      |      |   |       |   |        |   |  |   | 1,358   |  
|FIN 48 adjustments                                            |  |          | (1,844  | ) |                |   |       |          |  |           |       |  |      |      |   |       |   |        |   |  |   | (1,844  | )
|Goodwill impairment recorded during the year                  |  |          |        |   |                |   |       |          |  |           |       |  |      |      |   |       |   | (71,096 | ) |  |   | (71,096 | )
|Foreign currency adjustment                                   |  |          | 1,577   |   |                |   | 1,024  |          |  |           | 1,504  |  |      | (163  | ) |       |   | (4      | ) |  |   | 3,938   |  
|                                                              |  |          |         |   |                |   |        |          |  |           |        |  |      |       |   |       |   |         |   |  |   |         |  
|Balance as of December 31, 2007                               |  | $        | 143,250 |   |                | $ | 37,758 |          |  | $         | 29,320 |  | $    | 5,455 |   |       | $ |        |   |  | $ | 215,783 |  
|                                                              |  |          |         |   |                |   |        |          |  |           |        |  |      |       |   |       |   |         |   |  |   |         |  

The regulatory environment for the MVAS industry in China changed in mid-2006 and
the Company believes that market conditions will continue to be challenging for the entire MVAS sector in the future. Since the onset of the regulatory changes, the Company has significantly reduced headcount and the marketing promotion expenses
incurred for the MVAS business. In 2007, the Company worked hard to explore various strategies to achieve long term growth. These strategies included: 1) continue to move further upstream into the content provider segment of the business, 2)
continue to launch popular mobile games and 3) develop mobile applications for enterprises and government offices in China.

However, as the regulatory environment for the MVAS industry continues to be difficult and the Company sees no reasonable instance where its MVAS business may turn profitable in the foreseeable future, in February 2008, the Company
announced that it was in the process of reducing the MVAS workforce and intended to scale down its emphasis on this business. Later in 2008, the Company made the determination that it was winding down the operations of the MVAS business and would
discontinue this segment.

At December 31, 2007, the Company performed its annual impairment test and determined that
all of the goodwill associated with the Companys MVAS segment was impaired because the discounted cash flows from this segment were negative. The Company wrote off all of the goodwill that was assigned to this segment.

In 2007 the Company recorded net purchase price adjustments of $3,429 related to 2006 acquisitions. Most notably, goodwill from the DBPI
acquisition was adjusted $1,989 based on a renegotiated purchase price, which resulted from an amendment to the original purchase agreement. Also, a $987 adjustment was made to the fair market values of assets and liabilities of Vis.align subsequent
to recording the initial purchase accounting entries.

In 2007 the Company reallocated the goodwill from the acquisition of
Vis.align from the Software segment to the Global Services segment. Vis.align was originally acquired in December of 2006 and the goodwill was assigned to the Software segment. However, during the integration process, management determined that
Vis.aligns product and service offerings were more closely aligned with the Global Services segment, therefore 100% of the goodwill recognized in conjunction with this acquisition was reallocated from the Software segment to the Global
Services segment. All prior periods have been adjusted to reflect this reorganization.



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)



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

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



|                                             |  |                     |         |                         |   |         |     |  |                     |        |                         |   |         |     |   |         |   |  |   |        
|-------------------------------------------- |  | ------------------- | ------- | ----------------------- | - | ------- | --- |  | ------------------- | ------ | ----------------------- | - | ------- | --- | - | ------- | - |  | - | -------
|                                             |  | 2006                |         | 2007                   
|                                             |  | Grosscarryingamount |         | Accumulatedamortization |   |         | Net |  | Grosscarryingamount |        | Accumulatedamortization |   |         | Net
|Capitalized software:                        |  |                     |         |                         |   |         |     |  |                     |        |                         |   |         |     |   |         |   |  |   |        
|Capitalized software                         |  | $                   | 20,897  |                         | $ | (4,512  | )   |  | $                   | 16,385 |                         | $ | 28,910  |     | $ | (8,865  | ) |  | $ | 20,045 
|Acquired technologies                        |  |                     | 40,160  |                         |   | (16,214 | )   |  |                     | 23,946 |                         |   | 47,422  |     |   | (24,046 | ) |  |   | 23,376 
|                                             |  |                     |         |                         |   |         |     |  |                     |        |                         |   |         |     |   |         |   |  |   |        
|Total capitalized software                   |  |                     | 61,057  |                         |   | (20,726 | )   |  |                     | 40,331 |                         |   | 76,332  |     |   | (32,911 | ) |  |   | 43,421 
|Other intangible assets:                     |  |                     |         |                         |   |         |     |  |                     |        |                         |   |         |     |   |         |   |  |   |        
|Customer base and contracts                  |  |                     | 47,593  |                         |   | (17,413 | )   |  |                     | 30,180 |                         |   | 78,323  |     |   | (26,725 | ) |  |   | 51,598 
|Business licenses and partnership agreements |  |                     | 18,137  |                         |   | (6,092  | )   |  |                     | 12,045 |                         |   | 32,420  |     |   | (17,485 | ) |  |   | 14,935 
|URLs                                         |  |                     | 16,950  |                         |   | (4,238  | )   |  |                     | 12,712 |                         |   | 16,950  |     |   | (5,182  | ) |  |   | 11,768 
|Trade names                                  |  |                     | 1,020   |                         |   | (160    | )   |  |                     | 860    |                         |   | 3,698   |     |   | (764    | ) |  |   | 2,934  
|                                             |  |                     |         |                         |   |         |     |  |                     |        |                         |   |         |     |   |         |   |  |   |        
|Total other intangible assets                |  |                     | 83,700  |                         |   | (27,903 | )   |  |                     | 55,797 |                         |   | 131,391 |     |   | (50,156 | ) |  |   | 81,235 
|                                             |  |                     |         |                         |   |         |     |  |                     |        |                         |   |         |     |   |         |   |  |   |        
|Total intangible assets                      |  | $                   | 144,757 |                         | $ | (48,629 | )   |  | $                   | 96,128 |                         | $ | 207,723 |     | $ | (83,067 | ) |  | $ | 124,656
|                                             |  |                     |         |                         |   |         |     |  |                     |        |                         |   |         |     |   |         |   |  |   |        

These intangible assets are amortized using the greater of the straight-line method
over the estimated useful life of the respective asset or the undiscounted cash flows method. The Company had trademarks not subject to amortization with carrying values of $7,941 and $7,949 as of December 31, 2006 and 2007, respectively. Refer
to Note 4 for information on the impairment of CDC Games license fee assets.

The following table summarizes the actual
amortization expense and the estimated amortization expense for each of the past three years and each of the following five years based on the current amount of capitalized software and other intangible assets subject to amortization:



|                        |  |                     |       |                      |   |                       |  |   |        |  |   |       
|----------------------- |  | ------------------- | ----- | -------------------- | - | --------------------- |  | - | ------ |  | - | ------
|                        |  | Cost of Revenue     |       | OperatingExpenses    |   | Total                
|Year ended December 31: |  | CapitalizedSoftware |       | AcquiredTechnologies |   | OtherIntangibleAssets | 
|Actual:                 |  |                     |       |                      |   |                       |  |   |        |  |   |       
|2005                    |  | $                   | 1,049 |                      | $ | 6,105                 |  | $ | 6,084  |  | $ | 13,238
|2006                    |  | $                   | 3,347 |                      | $ | 6,340                 |  | $ | 8,315  |  | $ | 18,002
|2007                    |  | $                   | 5,802 |                      | $ | 11,239                |  | $ | 12,657 |  | $ | 29,698
|Estimated:              |  |                     |       |                      |   |                       |  |   |        |  |   |       
|2008                    |  | $                   | 9,077 |                      | $ | 7,096                 |  | $ | 16,017 |  | $ | 32,190
|2009                    |  | $                   | 8,563 |                      | $ | 5,589                 |  | $ | 12,823 |  | $ | 26,975
|2010                    |  | $                   | 2,375 |                      | $ | 4,857                 |  | $ | 9,747  |  | $ | 16,979
|2011                    |  | $                   | 19    |                      | $ | 3,545                 |  | $ | 5,918  |  | $ | 9,482 
|2012 and thereafter     |  | $                   | 11    |                      | $ | 2,289                 |  | $ | 36,730 |  | $ | 39,030



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
|--- | ----------------------

Financing
arrangements at December 31, 2006 and 2007, were as follows:



|                                                         |  |              |         |   |      |   |         |  
|-------------------------------------------------------- |  | ------------ | ------- | - | ---- | - | ------- | -
|                                                         |  | December 31, |        
|                                                         |  | 2006         |         |   | 2007 |  
|Proceeds from issuance of convertible notes              |  | $            | 168,000 |   |      | $ | 168,000 |  
|Discount on debt                                         |  |              | (6,141  | ) |      |   | (4,877  | )
|Fair value of compound derivative at the end of the year |  |              | 5,786   |   |      |   | 11,782  |  
|                                                         |  |              |         |   |      |   |         |  
|Convertible notes                                        |  | $            | 167,645 |   |      | $ | 174,905 |  
|                                                         |  |              |         |   |      |   |         |  
|Credit line agreements                                   |  | $            |        |   |      | $ | 33,355  |  
|Financing agreements                                     |  |              | 18,700  |   |      |   |        |  
|Other financing arrangements                             |  |              | 291     |   |      |   | 537     |  
|                                                         |  |              |         |   |      |   |         |  
|Total short term debt                                    |  | $            | 18,991  |   |      | $ | 33,892  |  
|                                                         |  |              |         |   |      |   |         |  



| | (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.

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



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)



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 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.



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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)



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.

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 and 2007, 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) receive 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.



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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)



In November 2006, the net proceeds of the $168,000 were allocated as follows:
$161,683 to the convertible notes and $6,317 to the compound embedded derivatives liability. The initial discount on the convertible notes is being amortized as interest expense in the accompanying consolidated statements of operations over the
five-year term using the effective interest method.

In accordance with SFAS 133, the Company aggregated and accounted for
the embedded derivatives as one compound derivative. The compound embedded derivative is comprised of the following: Contingent Written Put Options 1 & 2, Contingent Payments 1-3 and 5. The Company used a binomial option pricing model
to calculate the fair value of the Contingent Written Put Options 1 & 2 and the Contingent Payments 1 & 2. The Company valued the Contingent Payment 3 & 5 using a discounted present value approach. The Company values the
embedded derivatives at each subsequent reporting period and records the change in value of the derivatives in its own line item in the accompanying consolidated statements of operations.

Details of the compound derivative for the years ended December 31, 2006 and 2007 are as follows:



|                                                               |  |                         |       |   |      |   |       
|-------------------------------------------------------------- |  | ----------------------- | ----- | - | ---- | - | ------
|                                                               |  | Year ended December 31,
|                                                               |  | 2006                    |       |   | 2007
|Fair value of compound derivative at the beginning of the year |  | $                       | 6,317 |   |      | $ | 5,786 
|(Gain) loss on change in fair value of derivatives             |  |                         | (531  | ) |      |   | 5,996 
|                                                               |  |                         |       |   |      |   |       
|Fair value of compound derivative at the end of the year       |  | $                       | 5,786 |   |      | $ | 11,782
|                                                               |  |                         |       |   |      |   |       

The Company recorded debt issuance costs of $3,460 in conjunction with the issuance
of the convertible notes, which are included in prepayments and other current assets and other assets on the accompanying balance sheets. The debt issuance costs are being amortized over 5 years on a straight-lined basis. The amortization
expense is recorded in interest expense on the accompanying statements of operations.

The estimated fair value of the
Convertible Notes at December 31, 2006 and 2007 was $167,645 and $158,406, respectively.



| | (b) | Financing Agreements
| | --- | --------------------

In 2006 in
connection with the purchase of certain CDO investments (Note 7), 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 pledged certain held-to-maturity U.S. agency bonds as collateral for payments due under the financing agreements. These pledged securities all had maturity dates within 12 months and interest rates ranging from 2.58% to
3.2%. As these securities matured, a portion of the loan was 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 was classified as a restricted investment. The weighted average interest rate on these agreements during 2006 and at December 31, 2006, was 5.6%. During 2007, the balance of $18,700 was paid and no pledged
securities remained at December 31, 2007. The weighted average interest rate on these agreements during 2007 was 5.6%.



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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)



| | (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 at the end of each interest period and is calculated
using the London Inter-Bank Offered Rate (LIBOR) for the applicable interest rate period plus 0.2% per annum (4.42% at December 31, 2007). 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, 2006 and 2007, the Company had Nil and $30,000 outstanding, respectively, and the unused portion of the credit line was $100,000 and $70,000, respectively.

The Company utilized a margin facility to draw a revolving line of credit, with balances outstanding of Nil and $1,872 at
December 31, 2006 and 2007, respectively. Interest is payable based upon LIBOR for the applicable interest rate period plus 0.75% per annum (4.97% at December 31, 2007). To secure the line of credit, the Company pledged some of the
Companys available-for-sale securities, which are recorded as restricted available-for-sale securities on the Companys balance sheet.

A subsidiary of the Company had a line of credit with a financial institution in which the subsidiary may borrow up to $6,500. The loan had an outstanding balance of Nil and $905 as of December 31, 2006 and 2007,
respectively and the unused portion of the credit line was $6,500 and $5,595 at December 31, 2006 and 2007, respectively. Accrued unpaid interest is payable monthly based upon LIBOR for the applicable interest rate period plus 2.20% per
annum (6.42% at December 31, 2007). The loan is secured by the assets of the subsidiary.

Under the line of credit
arrangement between a financial institution and subsidiary of the Company, the financial institution allows the subsidiary to borrow up to 80% of the subsidiarys accounts receivable balance. There was an outstanding balance of Nil and $579 as
of December 31, 2006 and 2007, respectively. Interest is variable and was 11.2% at December 31, 2007.

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. Loans of $16,249 were repaid in 2006 prior to the line of credit being discontinued.

In connection with the credit lines granted to the Company, the Company maintained compensating balances of $1,996 and $5,454, in
restricted cash at December 31, 2006 and 2007, respectively, available-for-sale debt securities of Nil and $30,867 at December 31, 2006 and 2007, respectively, and held-to-maturity debt securities with a net book value of $30,504 and Nil
at December 31, 2006 and 2007, respectively.

The maturities of long-term debt for the five years subsequent to
December 31, 2007, are as follows: 2008 - Nil; 2009 - Nil; 2010 - Nil; 2011 - $168,000; and 2012 - Nil.

The weighted
average interest rates on short-term borrowings during the year were 3.6% in 2005, 4.6% in 2006 and 5.5% in 2007. The weighted average interest rates on short-term borrowings at December 31, 2006 and 2007, were 4.5% and 5.1% per annum,
respectively.

As of December 31. 2007, the Company was in compliance with all of its debt covenants. During 2008, the
Company determined that it violated certain terms of its Convertible Notes. See Note 23 for further details.



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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)



|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, 2005                                                                                              |  | $                                                       | (2,588 | ) |                                       | $ | 5,217  |  | $ | 2,629  |  
|Unrealized losses, net of unrealized gains and income taxes on available-for-sale securities                              |  |                                                         | 681    |   |                                       |   |       |  |   | 681    |  
|Minority interests share of unrealized losses, net of unrealized gains and income taxes on available-for-sale securities |  |                                                         | 11     |   |                                       |   |       |  |   | 11     |  
|Foreign currency translation adjustments                                                                                  |  |                                                         |       |   |                                       |   | 8,528  |  |   | 8,528  |  
|Realized losses, net of gains and income taxes included in net loss                                                       |  |                                                         | (5     | ) |                                       |   |       |  |   | (5     | )
|                                                                                                                          |  |                                                         |        |   |                                       |   |        |  |   |        |  
|Balance at December 31, 2006                                                                                              |  | $                                                       | (1,901 | ) |                                       | $ | 13,745 |  | $ | 11,844 |  
|Unrealized losses, net of unrealized gains and income taxes on available-for-sale securities                              |  |                                                         | 2,215  |   |                                       |   |       |  |   | 2,215  |  
|Minority interests share of unrealized losses, net of unrealized gains and income taxes on available-for-sale securities |  |                                                         | (270   | ) |                                       |   |       |  |   | (270   | )
|Foreign currency translation adjustments                                                                                  |  |                                                         |       |   |                                       |   | 11,835 |  |   | 11,835 |  
|Realized losses, net of gains and income taxes included in net loss                                                       |  |                                                         | (450   | ) |                                       |   |       |  |   | (450   | )
|                                                                                                                          |  |                                                         |        |   |                                       |   |        |  |   |        |  
|Balance at December 31, 2007                                                                                              |  | $                                                       | (406   | ) |                                       | $ | 25,580 |  | $ | 25,174 |  
|                                                                                                                          |  |                                                         |        |   |                                       |   |        |  |   |        |  



|13. | RELATED PARTY TRANSACTIONS
|--- | --------------------------

The
Company had the following material transactions with related parties during the years ended December 31, 2005, 2006 and 2007.

(a)
BBMF Group Inc.In January 2007, the Company entered into a senior secured loan agreement with BBMF Group Inc. pursuant to which it provided a $3,000 loan to BBMF, for working capital purposes and to accelerate the business expansion of the
BBMF group of companies. In January 2008 all principal amounts outstanding together with interest accrued thereon was converted into common shares of BBMF Group Inc. In addition, in December 2007, CDC Games entered into a purchase
agreement with an existing shareholder of BBMF Inc. to purchase 346,800 shares of BBMF, Inc. for aggregate consideration of $6,800. Under the purchase agreement, CDC Games transferred $6,800 to an escrow account in December 2007. The share
purchase was completed by CDC Games in January 2008 and is included as a component of Investments under cost method in the Companys consolidated balance sheets. Effective January 2008, the Company will account for this investment
under the equity method. Subsequent to CDCs investment, BBMF, Inc. distributed all of the shares of BBMF Group, Inc. held by it to its shareholders on a pro rata basis and BBMF, Inc. Currently, CDC Games directly owns approximately 20.8%
of BBMF Group, Inc.

BBMF Group Inc. is owned 16.03% 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 CDC Corporation. In addition, Mr. Antony Ip serves as the chairman and a director of BBMF. Antony Ip is the
son of Peter Yip. In addition, Mr. Ip serves as a director of CDC Games.



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##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



(b) Golden Tripod Limited (Golden Tripod). For the years ended December 31,
2005, 2006 and 2007, the Company paid management fees of $77, $77 and $45, 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 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, 2008, Dr. Chien had exercised 377,500 of such options and an
additional 546,667 options remain outstanding;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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. The 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 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;
| | - |  | ------------------------------------------------------------



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##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



| |  |  | 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.
| | - |  | ------------------------------------------------------

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.

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 the Company 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 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, 2007, APOL is the owner of 11,987,253 Class A common shares of the Company and had outstanding options to
purchase additional 5,744,999 Class A common shares of the Company, of which 1,879,996 options were exercisable at December 31, 2007. 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, as of
December 31, 2007, Mr. Yip held exercisable options to purchase 90,000 Class A common shares of the Company. Mr. Yips spouse also owns 4,496,396 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 21). For the years ended December 31, 2005, 2006 and 2007, the Company paid $53, Nil and Nil, respectively, for
such fees.



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##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



|14. | 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, 2006 and 2007, the total amounts of
interest-free loans to the Nominees were approximately $8,236 and $13,911, 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.

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, 2007. 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 Technology Co., Ltd.Beijing Newpalm 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 owned by two PRC employees of the Company who own 50% each. The registered capital of Beijing Newpalm is $1,282.

(b) Beijing Wisecom Technology Co., Ltd.Beijing Wisecom 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 the chief operation officer of China.com Inc., and the remaining 50% is owned by a PRC
employee of the Company. The registered capital of Beijing Wisecom is $1,282.

(c) Beijing China.com Technology Services Co., Ltd.Beijing China.com Technology Services Co., Ltd. (Beijing China.com) is a PRC company which operates the portal www.China.com



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##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



under its Internet content company license and sells the online advertising space to advertisers or their agents. Beijing China.com is 40% owned by the chief
operating officer of 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 $1,282.

(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 $1,282.

(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 $1,282.

(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 $2,116.

(g) Beijing Straight Show Technology Co., Ltd.Beijing Straight Show Technology Co., Ltd. ("Straight Show") is a PRC company which
provides online media publishing services in Mainland China. Straight Show is owned by two PRC employees of the Company who own 50% each. The registered capital of Straight Show is $128.

(h) 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 $128.

(i) Beijing Dianzong Advertising Media Co., Ltd. (formerly know as Beijing Xianda Hulian Technology Development Co., Ltd.)Beijing
Dianzong Advertising Media Co., Ltd. ("Dianzong") is a PRC company which provides online game publishing services in Mainland China. Dianzong is owned by two PRC employees of the Company who own 50% each. The registered capital
of Dianzong is $1,282.

(j) Guangzhou Optic Communications Ltd.Guangzhou Optic Communications Ltd. ("Guangzhou Optic") is a PRC
company which provides online game publishing services in Mainland China. Guangzhou Optic is owned by three PRC employees of the Company who own 34%, 33% and 33% each, respectively. The registered capital of Guangzhou Optic
is $3,972.



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##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



|15. | 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%.

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



|                                                                                      |  |                         |       |   |      |   |        |      |  |   |       
|------------------------------------------------------------------------------------- |  | ----------------------- | ----- | - | ---- | - | ------ | ---- |  | - | ------
|                                                                                      |  | Year ended December 31,
|                                                                                      |  | 2005                    |       |   | 2006 |   |        | 2007
|Current tax expense allocated to:                                                     |  |                         |       |   |      |   |        |      |  |   |       
|Continuing operations                                                                 |  | $                       | 1,259 |   |      | $ | 4,144  |      |  | $ | 5,350 
|Discontinued operations                                                               |  |                         |      |   |      |   |       |      |  |   |      
|                                                                                      |  |                         |       |   |      |   |        |      |  |   |       
|                                                                                      |  |                         | 1,259 |   |      |   | 4,144  |      |  |   | 5,350 
|                                                                                      |  |                         |      
|Deferred tax expense (benefit) allocated to:                                          |  |                         |       |   |      |   |        |      |  |   |       
|Realization of tax benefits of acquired entities reflected as a reduction of goodwill |  |                         | 3,828 |   |      |   | 5,857  |      |  |   | 396   
|Operations                                                                            |  |                         | (130  | ) |      |   | (6,939 | )    |  |   | 5,104 
|                                                                                      |  |                         |       |   |      |   |        |      |  |   |       
|Continuing operations                                                                 |  |                         | 3,698 |   |      |   | (1,082 | )    |  |   | 5,500 
|                                                                                      |  |                         |       |   |      |   |        |      |  |   |       
|Total income tax expense                                                              |  | $                       | 4,957 |   |      | $ | 3,062  |      |  | $ | 10,850
|                                                                                      |  |                         |       |   |      |   |        |      |  |   |       
|                                                                                      | 
|                                                                                      |  | Year ended December 31,
|                                                                                      |  | 2005                    |       |   | 2006 |   |        | 2007
|International:                                                                        |  |                         |       |   |      |   |        |      |  |   |       
|Current                                                                               |  | $                       | 741   |   |      | $ | 2,774  |      |  | $ | 4,385 
|Deferred                                                                              |  |                         | 1,871 |   |      |   | 3,744  |      |  |   | 5,086 
|                                                                                      |  |                         |      
|U.S.:                                                                                 |  |                         |       |   |      |   |        |      |  |   |       
|Current                                                                               |  |                         | 518   |   |      |   | 1,370  |      |  |   | 965   
|Deferred                                                                              |  |                         | 1,827 |   |      |   | (4,826 | )    |  |   | 414   
|                                                                                      |  |                         |       |   |      |   |        |      |  |   |       
|Total income tax expense                                                              |  | $                       | 4,957 |   |      | $ | 3,062  |      |  | $ | 10,850
|                                                                                      |  |                         |       |   |      |   |        |      |  |   |       

Income before provision for income taxes consists of the following:



|                                  |  |                         |        |   |      |   |        |      |  |   |          |  
|--------------------------------- |  | ----------------------- | ------ | - | ---- | - | ------ | ---- |  | - | -------- | -
|                                  |  | Year ended December 31, |       
|                                  |  | 2005                    |        |   | 2006 |   |        | 2007 | 
|International                     |  | $                       | (1,900 | ) |      | $ | 20,292 |      |  | $ | (111,541 | )
|U.S.                              |  |                         | 4,802  |   |      |   | (4,078 | )    |  |   | (1,193   | )
|                                  |  |                         |        |   |      |   |        |      |  |   |          |  
|Income (loss) before income taxes |  | $                       | 2,902  |   |      | $ | 16,214 |      |  | $ | (112,734 | )
|                                  |  |                         |        |   |      |   |        |      |  |   |          |  



F-58



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##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



Deferred tax liabilities and assets consist of the following:



|                                          |  |                    |         |   |      |   |         |  
|----------------------------------------- |  | ------------------ | ------- | - | ---- | - | ------- | -
|                                          |  | As of December 31, |        
|                                          |  | 2006               |         |   | 2007 |  
|Deferred tax assets:                      |  |                    |         |   |      |   |         |  
|                                          |  |                   
|Short-term                                |  |                    |         |   |      |   |         |  
|Deferred revenue                          |  |                    | 3,652   |   |      |   | 3,660   |  
|Accruals and reserves                     |  |                    | 4,968   |   |      |   | 4,011   |  
|Other                                     |  |                    | 3,949   |   |      |   | 668     |  
|Valuation allowance                       |  |                    | (7,508  | ) |      |   | (4,916  | )
|                                          |  |                    |         |   |      |   |         |  
|Net short-term deferred tax assets        |  |                    | 5,061   |   |      |   | 3,423   |  
|                                          |  |                    |         |   |      |   |         |  
|Long-term                                 |  |                    |         |   |      |   |         |  
|Net operating loss carryforwards          |  |                    | 77,727  |   |      |   | 81,573  |  
|Net capital loss carryforwards            |  |                    | 3,902   |   |      |   | 5,347   |  
|Book and tax base differences on assets   |  |                    | 2,172   |   |      |   | 2,533   |  
|Alternative minimum tax credit            |  |                    | 385     |   |      |   | 66      |  
|Investment Tax Credit                     |  |                    |        |   |      |   | 2,761   |  
|Research and development                  |  |                    | 1,963   |   |      |   | 2,723   |  
|Deferred compensation                     |  |                    | 1       |   |      |   |        |  
|Other                                     |  |                    |        |   |      |   | 7,342   |  
|Valuation allowance                       |  |                    | (51,461 | ) |      |   | (57,769 | )
|                                          |  |                    |         |   |      |   |         |  
|Net long-term deferred tax assets         |  |                    | 34,689  |   |      |   | 44,576  |  
|                                          |  |                    |         |   |      |   |         |  
|Total net deferred tax assets             |  |                    | 39,750  |   |      |   | 47,999  |  
|                                          |  |                    |         |   |      |   |         |  
|Deferred tax liabilities:                 |  |                    |         |   |      |   |         |  
|Short-term                                |  |                    |         |   |      |   |         |  
|Other                                     |  | $                  | (1,641  | ) |      | $ | (942    | )
|                                          |  |                    |         |   |      |   |         |  
|Total short-term deferred tax liabilities |  |                    | (1,641  | ) |      |   | (942    | )
|                                          |  |                    |         |   |      |   |         |  
|Long-term                                 |  |                    |         |   |      |   |         |  
|Acquired intangible assets                |  |                    | (10,700 | ) |      |   | (19,798 | )
|Capitalized software                      |  |                    | (1,477  | ) |      |   | (3,280  | )
|Indefinite lived assets                   |  |                    | (2,764  | ) |      |   | (2,427  | )
|Other                                     |  |                    | (1,100  | ) |      |   | (2,991  | )
|                                          |  |                    |         |   |      |   |         |  
|Total long-term deferred tax liabilities  |  |                    | (16,041 | ) |      |   | (28,496 | )
|                                          |  |                    |         |   |      |   |         |  
|Total deferred tax liabilities            |  |                    | (17,682 | ) |      |   | (29,438 | )
|                                          |  |                    |         |   |      |   |         |  
|Net deferred tax asset                    |  | $                  | 22,068  |   |      | $ | 18,561  |  
|                                          |  |                    |         |   |      |   |         |  



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##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



The reconciliation of income taxes computed at the respective statutory tax rates,
which ranged from 0% to 40% for each of the years ended December 31, 2005, 2006 and 2007, to the effective income tax provision recorded is as follows:



|                                                                    |  |                         |        |   |      |   |        |      |  |   |         |  
|------------------------------------------------------------------- |  | ----------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------- | -
|                                                                    |  | Year ended December 31, |       
|                                                                    |  | 2005                    |        |   | 2006 |   |        | 2007 | 
|Income tax expense computed at the respective statutory rates       |  | $                       | 2,679  |   |      | $ | 5,038  |      |  | $ | (13,712 | )
|Changes in tax rates                                                |  |                         | 875    |   |      |   | 94     |      |  |   | 2,287   |  
|Tax holiday concession                                              |  |                         | (2,551 | ) |      |   | (5,052 | )    |  |   | (1,745  | )
|Impact of foreign earnings                                          |  |                         |       |   |      |   |       |      |  |   | 3,704   |  
|Non-deductible items                                                |  |                         | 2,594  |   |      |   | 3,288  |      |  |   | 16,715  |  
|Prior year true-up                                                  |  |                         |       |   |      |   | (34    | )    |  |   | 286     |  
|Other                                                               |  |                         |       |   |      |   | 129    |      |  |   | (1,177  | )
|Non-taxable items                                                   |  |                         | (1,938 | ) |      |   |       |      |  |   |        |  
|Capital loss                                                        |  |                         |       |   |      |   |       |      |  |   | (1,288  | )
|Credits                                                             |  |                         |       |   |      |   |       |      |  |   | (1,569  | )
|Change in acquisition goodwill affecting provision for income taxes |  |                         |       |   |      |   |       |      |  |   | 243     |  
|Change in valuation allowance affecting provision for income taxes  |  |                         | 3,298  |   |      |   | (401   | )    |  |   | 7,106   |  
|                                                                    |  |                         |        |   |      |   |        |      |  |   |         |  
|Total income tax expense from continuing operations                 |  | $                       | 4,957  |   |      | $ | 3,062  |      |  | $ | 10,850  |  
|                                                                    |  |                         |        |   |      |   |        |      |  |   |         |  
|Total income tax expense (benefit) from discontinued operations     |  | $                       |       |   |      | $ |       |      |  | $ |        |  
|                                                                    |  |                         |        |   |      |   |        |      |  |   |         |  

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 been 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.

Due to its history of losses, the Company does not believe that sufficient objective and positive evidence currently exists to conclude that the recoverability of certain of its deferred tax assets is more likely than
not. Consequently, the Company has provided valuation allowances of $58,969 and $62,685 as of December 31, 2006 and 2007, respectively, to cover its net deferred tax assets. The valuation allowance for deferred tax assets has increased by
$3,716 in 2007.

At December 31, 2007, the Company had world wide net operating loss carryforwards of approximately
$299,496 for income tax purposes, $126,181 of which will expire from 2008 to 2028 and $173,315 of which can be carried forward indefinitely. In the U.S., the Company had federal and state net operating loss carryovers of $69,956 of which $60,060 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.

Effective January 1, 2007, the Company adopted FIN 48 which clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with SFAS 109. FIN 48 prescribes a recognition
threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under the



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##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



interpretation, the Company shall recognize the financial statement effects of a tax position when it is more likely than not, based upon the technical
merits, that the position will be sustained upon examination. Conversely, the Company shall derecognize a previously recognized tax position in the first period in which it is no longer more likely than not that the tax position would be sustained
upon examination. A tax position that meets the more likely than not recognition threshold shall initially and subsequently be measured as the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate
settlement with a taxing authority. The Company also recognizes interest expense by applying a rate of interest to the difference between the tax position recognized in accordance with FIN 48 and the amount previously taken or expected to be taken
in a tax return. The Company classifies interest expense and related penalties, if any, with respect to its uncertain tax positions in the provision for income taxes.

Upon adoption of FIN 48, $2,505 was recorded as an adjustment to opening retained earnings.

For the year ended December 31, 2007 the Company recognized $1,530 of additional interest and penalties related to its unrecognized
income tax benefits in its income tax provision. As of December 31, 2007 the Companys cumulative FIN 48 accrual includes $1,950 in interest and penalties.

The following table describes the tax years that remain subject to examination by major tax jurisdictions:



|                    |  |            
|------------------- |  | -----------
|Tax Jurisdictions   |  | Open Years 
|United States       |  | 1995 - 2007
|Non  United States |  | 1999 -2007 

The following table summarizes the changes to the gross amounts of unrecognized tax
benefits during the year ended December 31, 2007.



|                                                |  |      |        |  
|----------------------------------------------- |  | ---- | ------ | -
|                                                |  | 2007 |       
|Balance as of January 1,                        |  | $    | 7,406  |  
|Increases related to prior year tax positions   |  |      | 890    |  
|Decreases related to prior year tax positions   |  |      | (3,450 | )
|Increases related to current year tax positions |  |      | 4,103  |  
|Settlements                                     |  |      |       |  
|Lapse of statute of limitations                 |  |      |       |  
|Foreign currency impact                         |  |      | 151    |  
|                                                |  |      |        |  
|Balance as of December 31,                      |  | $    | 9,100  |  
|                                                |  |      |        |  

These liabilities are primarily included as a component of long-term Other
liabilities in the Companys consolidated balance sheets because the Company generally does not anticipate that settlement of the liabilities will require payment of cash within the next twelve months. As of December 31, 2007, $4,300
of unrecognized tax benefits, if recognized in future periods, would impact our effective tax rate.

The Company operates in
multiple jurisdictions throughout the world, and its tax returns are periodically audited or subject to review by both domestic and foreign tax authorities.

It is expected that the amount of unrecognized tax benefits will change for various reasons in the next 12 months; however, the Company
does not expect that change to have a significant impact on its financial position or results of operations.



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##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



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 $1,479 and $199 for the years ended
December 31, 2006 and 2007, respectively, and the per share effects were approximately Nil and Nil for the years ended December 31, 2006 and 2007, 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 $90 and $54 for the years ended December 31, 2006 and 2007, respectively, and the per share effect was
approximately Nil and Nil for the years ended December 31, 2006 and 2007.

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 2006 and 2007 and accordingly, no provision for Indian corporate income tax has been made for the years. The tax concessions were $289 and $356 for the years ended December 31, 2006 and 2007, respectively, and the per share
effect was Nil and Nil for the years ended December 31, 2006 and 2007. The corporate income tax exemption is available until March 31, 2010. 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.



|16. | BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
|--- | -------------------------------------------

Basic and diluted earnings (loss) per share for the years ended December 31, 2005, 2006, and 2007, 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 are 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.



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##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



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



|                                                                                |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|------------------------------------------------------------------------------- |  | ----- | ----------- | - | ------- | - | ----------- | ----- |  | - | ----------- | - |  | ----- | ----------- | - | ------- | - | ----------- | - |  | - | ----------- | -
|                                                                                |  | 2005  |             |   | 2006    |   |             | 2007  | 
|                                                                                |  | Basic |             |   | Diluted |   |             | Basic |  |   | Diluted     |   |  | Basic |             |   | Diluted |  
|Numerator for basic and diluted earnings (loss) per share:                      |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|CDC Corporation net income (loss)                                               |  | $     | (3,514      | ) |         | $ | (3,514      | )     |  | $ | 10,840      |   |  | $     | 10,840      |   |         | $ | (105,033    | ) |  | $ | (105,033    | )
|Net adjustments(a)                                                              |  |       | 50          |   |         |   | 46          |       |  |   |            |   |  |       | (9          | ) |         |   |            |   |  |   |            |  
|                                                                                |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|Adjusted earnings (loss) available from continuing operations                   |  |       | (3,464      | ) |         |   | (3,468      | )     |  |   | 10,840      |   |  |       | 10,831      |   |         |   | (105,033    | ) |  |   | (105,033    | )
|Amount allocated to convertible noteholders                                     |  |       |            |   |         |   |            |       |  |   | (223        | ) |  |       | (225        | ) |         |   |            |   |  |   |            |  
|                                                                                |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|Net earnings (loss) available to common stockholders from continuing operations |  |       | (3,464      | ) |         |   | (3,468      | )     |  |   | 10,617      |   |  |       | 10,606      |   |         |   | (105,033    | ) |  |   | (105,033    | )
|Earnings (loss) available from discontinued operations                          |  |       | (50         | ) |         |   | (50         | )     |  |   |            |   |  |       |            |   |         |   |            |   |  |   |            |  
|                                                                                |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|Net earnings (loss) available to common stockholders for per-share calculation  |  | $     | (3,514      | ) |         | $ | (3,518      | )     |  | $ | 10,617      |   |  | $     | 10,606      |   |         | $ | (105,033    | ) |  | $ | (105,033    | )
|                                                                                |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|Denominator for basic and diluted earnings (loss) per share:                    |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|Weighted average number of shares after adjusting for share splits              |  |       | 111,085,657 |   |         |   | 111,085,657 |       |  |   | 107,950,544 |   |  |       | 107,950,544 |   |         |   | 107,160,474 |   |  |   | 107,160,474 |  
|Employee compensation related shares, including stockoptions(b)                 |  |       |            |   |         |   |            |       |  |   |            |   |  |       | 1,128,848   |   |         |   |            |   |  |   |            |  
|                                                                                |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|Total weighted average number of shares                                         |  |       | 111,085,657 |   |         |   | 111,085,657 |       |  |   | 107,950,544 |   |  |       | 109,079,392 |   |         |   | 107,160,474 |   |  |   | 107,160,474 |  
|                                                                                |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|Per share amounts:                                                              |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|Earnings (loss) from continuing operations                                      |  | $     | (0.03       | ) |         | $ | (0.03       | )     |  | $ | 0.10        |   |  | $     | 0.10        |   |         | $ | (0.98       | ) |  | $ | (0.98       | )
|Earnings (loss) from discontinued operations                                    |  |       | (0.00       | ) |         |   | (0.00       | )     |  |   |            |   |  |       |            |   |         |   |            |   |  |   |            |  
|                                                                                |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  
|Net earnings (loss) per share                                                   |  | $     | (0.03       | ) |         | $ | (0.03       | )     |  | $ | 0.10        |   |  | $     | 0.10        |   |         | $ | (0.98       | ) |  | $ | (0.98       | )
|                                                                                |  |       |             |   |         |   |             |       |  |   |             |   |  |       |             |   |         |   |             |   |  |   |             |  



| | (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 2005 and 2007 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 and 16,200,579 weighted average shares related to the convertible notes were not included in the 2006 and 2007 diluted earnings per share calculations, respectively, 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 years ended December 31, 2006 and 2007, the Company agreed to issue 343,617 and 162,936, respectively, 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 years ended
December 31, 2006 and 2007.



|17. | 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.



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)



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.

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 the Companys ownership in each
does not constitute a primary beneficiary interest, the Company has not consolidated either entity.

Concentration of Credit
Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk
consist principally of cash and cash equivalents, investments, accounts receivable, notes receivable and other receivables. The maximum amount of loss would be $124,773 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.



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)



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 18%, 15% and
11% of the Companys revenue for the years ended December 31, 2005, 2006 and 2007, 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, 2007, the Company derived 2.1% of its total revenue from mobile services and applications
business, a substantial portion of which was derived using the networks of the mobile network operators.

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. At December 31, 2006 and 2007, the Company had RMB-denominated currency holdings amounting to $25,981 and $14,339, respectively.



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)



|18. | 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, 2006 and 2007, there are no preferred shares outstanding.

The following table sets forth the number and price range of shares issued during the years ended December 31, 2005, 2006 and 2007, 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, 2005, 2006 and 2007:



|                                                                          |  |                            |               |                            |   |                            |  |   |              
|------------------------------------------------------------------------- |  | -------------------------- | ------------- | -------------------------- | - | -------------------------- |  | - | -------------
|                                                                          |  | Year endedDecember 31,2005 |               | Year endedDecember 31,2006 |   | Year endedDecember 31,2007
|Class A common shares issued for exercise of stock options                |  |                            | 281,523       |                            |   | 2,400,796                  |  |   | 2,926,391    
|Range of purchase prices per share                                        |  | $                          | 0.43 to $3.49 |                            | $ | 0.43 to $8.34              |  | $ | 0.43 to $8.93
|                                                                          |  |                            |              
|Class A common shares issued for exercise of employee stock purchase plan |  |                            | 177,873       |                            |   | 161,232                    |  |   | 191,649      
|Range of purchase prices per share                                        |  | $                          | 2.58 to $2.67 |                            | $ | 4.49 to $9.07              |  | $ | 7.33 to $9.04
|                                                                          |  |                            |              
|Class A common shares repurchased                                         |  |                            |              |                            |   | 6,088,624                  |  |   | 2,794,314    
|Range of repurchase prices per share                                      |  |                            |              |                            | $ | 3.91 to $5.67              |  | $ | 3.96 to $9.58

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-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)



|19. | 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. During 2007, options for the purchase of an additional 10 million
shares were approved by the shareholders of the Company, which increased the options available for grants for the purchase of shares to 30 million.

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, 2007, of the 30 million Shares reserved for
grant under the 1999 Plan, 10,674,176 Shares remain available for future grant, and there are 12,822,678 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-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)



The following table summarizes information concerning outstanding options and stock
appreciation rights at December 31, 2007.



|                              |  |            |  |                                                     |  |                                        |       |                         |   |       
|----------------------------- |  | ---------- |  | --------------------------------------------------- |  | -------------------------------------- | ----- | ----------------------- | - | ------
|Exercise price range          |  | Shares     |  | Weighted-averageremainingcontractuallife (in years) |  | Weighted-averageexercisepriceper share |       | AggregateIntrinsicValue
|$0.43-$0.95                   |  | 29,103     |  | 6.64                                                |  | $                                      | 0.44  |                         | $ | 129   
|$1.06-$1.98                   |  | 26,173     |  | 6.26                                                |  | $                                      | 1.70  |                         |   | 83    
|$2.05-$2.99                   |  | 746,475    |  | 6.10                                                |  | $                                      | 2.84  |                         |   | 1,513 
|$3.02-$3.80                   |  | 2,546,346  |  | 7.57                                                |  | $                                      | 3.27  |                         |   | 4,085 
|$3.95-$5.00                   |  | 6,829,843  |  | 8.10                                                |  | $                                      | 4.18  |                         |   | 4,747 
|$5.06-$9.94                   |  | 2,379,276  |  | 7.96                                                |  | $                                      | 6.73  |                         |   |      
|$10.66-$19.19                 |  | 69,122     |  | 6.21                                                |  | $                                      | 12.41 |                         |   |      
|$21.62-$29.92                 |  | 165,940    |  | 2.39                                                |  | $                                      | 24.34 |                         |   |      
|$32.13-$48.41                 |  | 15,200     |  | 2.19                                                |  | $                                      | 39.02 |                         |   |      
|$58.56-$68.81                 |  | 15,200     |  | 2.32                                                |  | $                                      | 59.12 |                         |   |      
|                              |  |            |  |                                                     |  |                                        |       |                         |   |       
|December 31, 2007 outstanding |  | 12,822,678 |  |                                                     |  |                                        |       |                         | $ | 10,557
|                              |  |            |  |                                                     |  |                                        |       |                         |   |       

The following table summarizes information concerning exercisable options and stock
appreciation rights at December 31, 2007.



|                              |  |           |  |                                                     |  |                                        |       |                         |   |      
|----------------------------- |  | --------- |  | --------------------------------------------------- |  | -------------------------------------- | ----- | ----------------------- | - | -----
|Exercise price range          |  | Shares    |  | Weighted-averageremainingcontractuallife (in years) |  | Weighted-averageexercisepriceper share |       | AggregateIntrinsicValue
|$0.43-$0.95                   |  | 28,982    |  | 6.64                                                |  | $                                      | 0.44  |                         | $ | 128  
|$1.06-$1.98                   |  | 25,629    |  | 6.26                                                |  | $                                      | 1.69  |                         |   | 81   
|$2.05-$2.99                   |  | 625,111   |  | 5.80                                                |  | $                                      | 2.83  |                         |   | 1,278
|$3.02-$3.80                   |  | 1,500,774 |  | 7.29                                                |  | $                                      | 3.29  |                         |   | 2,365
|$3.95-$5.00                   |  | 2,896,511 |  | 7.76                                                |  | $                                      | 4.41  |                         |   | 1,328
|$5.06-$9.94                   |  | 1,044,762 |  | 6.26                                                |  | $                                      | 6.30  |                         |   |     
|$10.66-$19.19                 |  | 29,122    |  | 2.32                                                |  | $                                      | 15.24 |                         |   |     
|$21.62-$29.92                 |  | 165,940   |  | 2.39                                                |  | $                                      | 24.34 |                         |   |     
|$32.13-$48.41                 |  | 15,200    |  | 2.19                                                |  | $                                      | 39.02 |                         |   |     
|$58.56-$68.81                 |  | 15,200    |  | 2.32                                                |  | $                                      | 59.12 |                         |   |     
|                              |  |           |  |                                                     |  |                                        |       |                         |   |      
|December 31, 2007 exercisable |  | 6,347,231 |  |                                                     |  |                                        |       |                         | $ | 5,180
|                              |  |           |  |                                                     |  |                                        |       |                         |   |      



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)



The following table summarizes information concerning options and stock appreciation
rights expected to vest at December 31, 2007.



|                                   |  |           |  |                                                     |  |                                        |       |                         |   |      
|---------------------------------- |  | --------- |  | --------------------------------------------------- |  | -------------------------------------- | ----- | ----------------------- | - | -----
|Exercise price range               |  | Shares    |  | Weighted-averageremainingcontractuallife (in years) |  | Weighted-averageexercisepriceper share |       | AggregateIntrinsicValue
|$0.43-$0.95                        |  | 87        |  | 6.65                                                |  | $                                      | 0.43  |                         | $ |     
|$1.06-$1.98                        |  | 392       |  | 6.65                                                |  | $                                      | 1.84  |                         |   | 1    
|$2.05-$2.99                        |  | 87,382    |  | 7.66                                                |  | $                                      | 2.93  |                         |   | 169  
|$3.02-$3.80                        |  | 827,712   |  | 7.96                                                |  | $                                      | 3.22  |                         |   | 1,362
|$3.95-$5.00                        |  | 3,839,999 |  | 8.33                                                |  | $                                      | 4.00  |                         |   | 3,348
|$5.06-$9.94                        |  | 960,850   |  | 9.28                                                |  | $                                      | 7.06  |                         |   |     
|$10.66-$19.19                      |  | 28,800    |  | 9.04                                                |  | $                                      | 10.36 |                         |   |     
|$21.62-$29.92                      |  |          |  |                                                    |  |                                        |      |                         |   |     
|$32.13-$48.41                      |  |          |  |                                                    |  |                                        |      |                         |   |     
|$58.56-$68.81                      |  |          |  |                                                    |  |                                        |      |                         |   |     
|                                   |  |           |  |                                                     |  |                                        |       |                         |   |      
|December 31, 2007 expected to vest |  | 5,745,222 |  |                                                     |  |                                        |       |                         | $ | 4,880
|                                   |  |           |  |                                                     |  |                                        |       |                         |   |      

A summary of the Companys stock option and stock appreciation rights
activities and related information for the years ended December 31, 2005, 2006 and 2007, is as follows:



|                                                                          |  |                    |            |   |                               |   |     
|------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ----------------------------- | - | ----
|                                                                          |  | 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        |   |                               |   |     
|                                                                          |  |                    |            |   |                               |   |     



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)



|                                                                          |  |                    |            |   |                               |   |     
|------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ----------------------------- | - | ----
|                                                                          |  | 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      |   |                               |   |     
|                                                                          |  |                    |            |   |                               |   |     



|                                                                          |  |                    |            |   |                               |   |     
|------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ----------------------------- | - | ----
|                                                                          |  | 2007              
|                                                                          |  | OptionsOutstanding |            |   | Weighted-averageexerciseprice
|Outstanding at the beginning of the year                                  |  |                    | 15,830,332 |   |                               | $ | 5.19
|Granted                                                                   |  |                    | 1,466,892  |   |                               | $ | 6.17
|Forfeited                                                                 |  |                    | (1,471,598 | ) |                               | $ | 5.82
|Exercised                                                                 |  |                    | (3,002,948 | ) |                               | $ | 4.01
|                                                                          |  |                    |            |   |                               |   |     
|Outstanding at the end of the year                                        |  |                    | 12,822,678 |   |                               | $ | 5.06
|                                                                          |  |                    |            |   |                               |   |     
|Exercisable at the end of the year                                        |  |                    | 6,347,231  |   |                               | $ | 4.79
|                                                                          |  |                    |            |   |                               |   |     
|Weighted-average grant-date fair value of options granted during the year |  | $                  | 3.14       |   |                               |   |     
|                                                                          |  |                    |            |   |                               |   |     
|Intrinsic value of options exercised during the year                      |  | $                  | 14,361     |   |                               |   |     
|                                                                          |  |                    |            |   |                               |   |     

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 2005, and it issued 2,878,000 and 1,466,892 in 2006 and 2007, respectively. Included in the number
of options are 2,789,002 stock appreciation rights outstanding at December 31, 2007.

Compensation expense charged to
operations during the years ended December 31, 2006 and 2007, relating to stock options and stock appreciation rights was $3,902 and $5,426, respectively. As of December 31, 2007, the Company had unrecognized compensation expense of $8,383
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 1.0 years.

The fair value of options that vested during the years ended December 31, 2005, 2006 and 2007, was not significantly different than
the amount of stock compensation expense that was charged to operations during the years ended December 31, 2006 and 2007, or that would have been charged to operations during the year ended December 31, 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, 2005, 2006 and 2007, were $1,052, $8,512 and $11,121, respectively.



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)



Management estimated the fair value of stock option awards on the date of grant or
modification using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option
valuation models require the input of highly subjective assumptions, including the expected share price volatility and average expected term. The main inputs into the model are estimated by management based on historical performance and
managements expectations of future results on the date of grant or modification. The fair value of each option grant was estimated at the date of grant or modification using the following weighted average assumptions:



|                                       |  |                         |   |  |               |   |  |               |  
|-------------------------------------- |  | ----------------------- | - |  | ------------- | - |  | ------------- | -
|                                       |  | Year ended December 31, |  
|                                       |  | 2005                    |   |  | 2006          |   |  | 2007          |  
|Range of U.S. risk-free interest rates |  | 4.12% to 4.76           | % |  | 4.50% to 4.76 | % |  | 3.58% to 5.04 | %
|Weighted expected life of options      |  | 5 years                 |   |  | 6 years       |   |  | 5 years       |  
|Range of volatility                    |  | 58% to 69               | % |  | 55% to 58     | % |  | 61% to 62     | %
|Dividend yield                         |  | Nil                     |   |  | Nil           |   |  | Nil           |  

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 years ended December 31, 2006 and 2007, relating to the employee share purchase plan was $324 and $454.

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, China.com Inc. 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, 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, 2007, the number of shares issuable under the Pre-IPO Plan, the
Post-IPO Plan and the 2002 Plan was 11,980,000, 1,279,012 and 340,899,322, respectively, which represented



F-71



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##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



approximately 8.08% 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.

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 within 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 ($0.24 per share).

The exercise prices of the Post-IPO Plan and the 2002 Plan share options are
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, 2007, the remaining life of the Plans is two years and two months, and the remaining life of the 2002 Plan is four
years and four months.



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)



The following table summarizes information concerning outstanding options at
December 31, 2007.



|                              |  |             |  |                                                     |  |                                        |      |                         |   |  
|----------------------------- |  | ----------- |  | --------------------------------------------------- |  | -------------------------------------- | ---- | ----------------------- | - | -
|Exercise price range          |  | Shares      |  | Weighted-averageremainingcontractuallife (in years) |  | Weighted-averageexercisepriceper share |      | AggregateIntrinsicValue
|$0.022-$0.026                 |  | 32,290      |  | 5.15                                                |  | $                                      | 0.02 |                         | $ | 1
|$0.037-$0.044                 |  | 228,392     |  | 3.51                                                |  | $                                      | 0.04 |                         |   | 2
|$0.065-$0.092                 |  | 341,917,652 |  | 8.33                                                |  | $                                      | 0.06 |                         |   | 
|$0.24                         |  | 11,980,000  |  | 2.18                                                |  | $                                      | 0.24 |                         |   | 
|                              |  |             |  |                                                     |  |                                        |      |                         |   |  
|December 31, 2007 outstanding |  | 354,158,334 |  |                                                     |  |                                        |      |                         | $ | 3
|                              |  |             |  |                                                     |  |                                        |      |                         |   |  

The following table summarizes information concerning exercisable options at
December 31, 2007.



|                              |  |             |  |                                                     |  |                                        |      |                         |   |  
|----------------------------- |  | ----------- |  | --------------------------------------------------- |  | -------------------------------------- | ---- | ----------------------- | - | -
|Exercise price range          |  | Shares      |  | Weighted-averageremainingcontractuallife (in years) |  | Weighted-averageexercisepriceper share |      | AggregateIntrinsicValue
|$0.022-$0.026                 |  | 32,290      |  | 5.15                                                |  | $                                      | 0.02 |                         | $ | 1
|$0.037-$0.044                 |  | 228,392     |  | 3.51                                                |  | $                                      | 0.04 |                         |   | 2
|$0.065-$0.092                 |  | 114,252,343 |  | 8.00                                                |  | $                                      | 0.06 |                         |   | 
|$0.24                         |  | 11,980,000  |  | 2.18                                                |  | $                                      | 0.24 |                         |   | 
|                              |  |             |  |                                                     |  |                                        |      |                         |   |  
|December 31, 2007 exercisable |  | 126,493,025 |  |                                                     |  |                                        |      |                         | $ | 3
|                              |  |             |  |                                                     |  |                                        |      |                         |   |  

The following table summarizes information concerning options expected to vest at
December 31, 2007.



|                                   |  |             |  |                                                     |  |                                        |      |                         |   |  
|---------------------------------- |  | ----------- |  | --------------------------------------------------- |  | -------------------------------------- | ---- | ----------------------- | - | -
|Exercise price range               |  | Shares      |  | Weighted-averageremainingcontractuallife (in years) |  | Weighted-averageexercisepriceper share |      | AggregateIntrinsicValue
|$0.022-$0.026                      |  |            |  |                                                    |  |                                        |     |                         | $ | 
|$0.037-$0.044                      |  |            |  |                                                    |  |                                        |     |                         |   | 
|$0.065-$0.092                      |  | 207,175,431 |  | 8.49                                                |  | $                                      | 0.06 |                         |   | 
|$0.24                              |  |            |  |                                                    |  |                                        |     |                         |   | 
|                                   |  |             |  |                                                     |  |                                        |      |                         |   |  
|December 31, 2007 expected to vest |  | 207,175,431 |  |                                                     |  |                                        |      |                         | $ | 
|                                   |  |             |  |                                                     |  |                                        |      |                         |   |  



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)



A summary of China.com Inc.s stock option activities and related information
for the years ended December 31, 2005, 2006 and 2007, 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   |   |                               |   |     
|                                                                          |  |                    |              |   |                               |   |     
|Weighted-average grant-date fair value of options granted during the year |  | $                  | 0.04         |   |                               |   |     
|                                                                          |  |                    |              |   |                               |   |     
|Intrinsic value of options exercised during the year                      |  | $                  | 2            |   |                               |   |     
|                                                                          |  |                    |              |   |                               |   |     



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)



|                                                                          |  |                    |             |   |                               |   |     
|------------------------------------------------------------------------- |  | ------------------ | ----------- | - | ----------------------------- | - | ----
|                                                                          |  | 2007              
|                                                                          |  | OptionsOutstanding |             |   | Weighted-averageexerciseprice
|Outstanding at the beginning of the year                                  |  |                    | 362,265,987 |   |                               | $ | 0.07
|Granted                                                                   |  |                    | 3,950,000   |   |                               | $ | 0.06
|Forfeited                                                                 |  |                    | (9,075,355  | ) |                               | $ | 0.07
|Exercised                                                                 |  |                    | (2,982,298  | ) |                               | $ | 0.06
|                                                                          |  |                    |             |   |                               |   |     
|Outstanding at the end of the year                                        |  |                    | 354,158,334 |   |                               | $ | 0.07
|                                                                          |  |                    |             |   |                               |   |     
|Exercisable at the end of the year                                        |  |                    | 126,493,025 |   |                               | $ | 0.08
|                                                                          |  |                    |             |   |                               |   |     
|Weighted-average grant-date fair value of options granted during the year |  | $                  | 0.05        |   |                               |   |     
|                                                                          |  |                    |             |   |                               |   |     
|Intrinsic value of options exercised during the year                      |  | $                  | 55          |   |                               |   |     
|                                                                          |  |                    |             |   |                               |   |     

Compensation expense charged to operations during the year ended December 31,
2006 and 2007, relating to stock options was $3,474 and $2,568. As of December 31, 2007, China.com Inc. had unrecognized compensation expense of $1,131 before taxes, related to stock option awards. The unrecognized compensation expense is
expected to be recognized over a total weighted average period of 0.8 years.

The fair value of options that vested during
the years ended December 31, 2005, 2006 and 2007, was not significantly different than the amount of stock compensation expense that was charged to operations during the years ended December 31, 2006 and 2007, or that would have been
charged to operations during the year ended December 31, 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, 2005, 2006 and 2007, were $1,143, $1 and
$180, respectively.

Management estimated the fair value of stock option awards on the date of grant or modification using
the Black-Scholes option-pricing model. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models
require the input of highly subjective assumptions, including the expected share price volatility and average expected term. The main inputs into the model are estimated by management based on historical performance and managements
expectations of future results on the date of grant or modification. The fair value of each option grant was estimated at the date of grant or modification using the following weighted average assumptions:



|                                  |  |                         |   |  |               |   |  |               |  
|--------------------------------- |  | ----------------------- | - |  | ------------- | - |  | ------------- | -
|                                  |  | Year ended December 31, |  
|                                  |  | 2005                    |   |  | 2006          |   |  | 2007          |  
|Risk-free rate                    |  | 3.53% to 4.24           | % |  | 4.00% to 4.69 | % |  | 2.93% to 4.08 | %
|Weighted expected life of options |  | 5 years                 |   |  | 5 years       |   |  | 5 years       |  
|Range of volatility               |  | 68% to 73               | % |  | 70% to 73     | % |  | 67            | %
|Dividend yield                    |  | Nil                     |   |  | Nil           |   |  | Nil           |  

CDC Software Corporation (CDC Software)

During 2007, the Company approved the 2007 CDC Software Stock Incentive Plan (2007 Software Plan). The purpose of the 2007
Software Plan is to make available incentives that will assist CDC Software in attracting and retaining key employees and to encourage them to increase



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)



their efforts to promote the business of CDC Software and the business of its subsidiaries. These incentives include stock options, stock appreciation
rights, restricted stock awards, restricted unit awards, performance shares and performance cash. The 2007 Software Plan is administered by the compensation committee appointed by the CDC Software board of directors, which determines, at its
discretion, the persons to whom and the times at which awards are granted, the types and sizes of such awards, all award terms and conditions, and the related exercise price and option period.

Subject to adjustments under certain conditions, the maximum aggregate number of Class A Common Shares of CDC Software (CDC
Software Shares) that may be issued pursuant to all awards under the 2007 Plan is 3,750,000. During the year ended December 31, 2007, the compensation committee granted an aggregate of 2,100,000 options to purchase CDC Software Shares.
The options will vest in equal installments on a quarterly basis over the three-year period immediately following the consummation of an initial public offering of CDC Software Shares, and have an expiration date on the seventh anniversary of the
date of grant.

Since all of the option grants made during 2007 are contingent upon the consummation of an initial public
offering, none of the options are exercisable at December 31, 2007 nor has any related stock-based compensation expense been recorded as of December 31, 2007. As of December 31, 2007, CDC Software had unrecognized compensation expense
relating to the 2007 Plan of Nil before taxes, related to stock option awards. Upon consummation of an initial public offering, CDC Software expects to recognize any compensation expense over a weighted average period of 3 years.

CDC Games Corporation (CDC Games)

During 2007, the Company approved the CDC Games Corporation 2007 Stock Incentive Plan (2007 Games Plan). The purpose of the 2007 Plan is to make available incentives that will assist CDC Games in
attracting and retaining key employees and to encourage them to increase their efforts to promote the business of CDC Games and the business of its subsidiaries. These incentives include stock options, stock appreciation rights, restricted stock
awards, restricted unit awards, performance shares and performance cash. The 2007 Games Plan is administered by the compensation committee appointed by the CDC Games board of directors, which determines, at its discretion, the persons to whom and
the times at which awards are granted, the types and sizes of such awards, all award terms and conditions, and the related exercise price and option period.

Subject to adjustments under certain conditions, the maximum aggregate number of Class A Common Shares of CDC Games (CDC Games
Shares) that may be issued pursuant to all awards under the 2007 Plan is 3,750,000. During the year ended December 31, 2007, the compensation committee granted an aggregate of 1,718,000 options to purchase CDC Games Shares. The options
will vest in equal installments on a quarterly basis over the three-year period immediately following the consummation of an initial public offering of CDC Games Shares, and have an expiration date on the seventh anniversary of the date of grant.

Since all of the option grants made during 2007 are contingent upon the consummation of an initial public offering, none of
the options are exercisable at December 31, 2007 nor has any related stock-based compensation expense been recorded as of December 31, 2007. As of December 31, 2007, CDC Games had unrecognized compensation expense relating to the 2007
Plan of Nil before taxes, related to stock option awards. Upon consummation of an initial public offering, CDC Games expects to recognize any compensation expense over a weighted average period of 3 years.



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)



|20. | 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, 2006 and
2007, amounted to $978, $2,611 and $2,280, respectively. For the years ended December 31, 2005, 2006 and 2007, defined contribution retirement plans expenses totaled $2,148, $2,122 and $1,497, 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, SFAS No. 132,
Employers Disclosures about Pensions and Other Postretirement Benefits (Revised) (SFAS 132(R)) and SFAS 158. 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
|                          |  |                            |    |                            |   |   

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



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



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##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



|21. | CONTINGENCIES AND COMMITMENTS
|--- | -----------------------------

Contingencies

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 would guarantee that the plaintiffs recover
$1,000 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, 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. In August 2005, the court preliminarily approved the settlement. In December 2006, the appellate court overturned
the certification of classes in the six test cases that were selected by the underwriter defendants and plaintiffs in the coordinated proceedings (the action involving the Company is not one of those test cases). On June 25, 2007, the court
entered an order terminating the proposed settlement based on a stipulation among the parties to the settlement. Plaintiffs have filed amended master allegations and amended complaints and moved for class certification in the six test cases,
which the defendants in those cases have opposed. On March 26, 2008, the court largely denied the defendants motion to dismiss the amended complaints in the six test cases. It is uncertain whether there will be any revised or
future settlement. If the litigation proceeds, the Company believes that it has meritorious defenses to plaintiffs claims and intends to defend the action vigorously.

ManTech International Corporation and ManTech Australia International Inc.In October 2005, ManTech International Corporation and
ManTech Australia International Inc, filed a civil action against our subsidiaries CDC Australia Limited and CDC Australia (Praxa) Pty Ltd (collectively, CDC Australia), alleging that CDC Australia failed to pay $4,384 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
have 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. The parties are engaging in
discovery and interrogatories under a new timetable, and other preliminary procedural steps through early 2008 have been set. At a hearing held in February 2008, plaintiffs filed and served answers to defendants interrogatories and a
directions hearing was scheduled for March 2008. Plaintiffs have now



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##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



requested additional discovery. The Company believes that the $4,384 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.

Lam, Po Chiu Mark.In December 2003, Mr. Mark Lam filed a civil
action in the High Court of Hong Kong against our 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 CDC Corporation, our parent company, as a
party. CDC Corporation was joined in July 2006. In January 2007, Mr. Lam also joined a member of our board of directors, Mr. Peter Yip, to the proceedings. An amended statement of claim and an amended defense have been filed by the
plaintiff and defendants, respectively. Management considers the outcome of any judgment in this matter to be uncertain and the amount of any expenditure from this matter is not estimable. The Company believes that this action is without merit and
intend to vigorously defend such action.

Marjorie Fudali.In June 2003, Majorie Fudali (Fudali) filed a
civil action in the United States District Court for the District of Columbia against Pivotal Corporation, alleging that she was owed commission in the amount of $423 plus override commissions under a compensation plan allegedly agreed between her
and a former senior executive of Pivotal, and wages under District of Columbia wage laws. In early 2004, Pivotals motion to dismiss the wage law claim was granted. In July 2004, Fudali amended her claim to add a promissory estoppel ground. In
August 2004, Pivotal filed a motion for summary judgment, which was denied by the Court, ruling that factual disputes existed, which should be resolved at trial. Shortly before the jury trial which was scheduled to occur in January 2007, Fudali
alleged that new facts came into light and amended her damages claim to $2,276. As a result, the jury trial was adjourned. The jury trial took place in October 2007, and a verdict against Pivotal was returned. The Court ordered Fudali to provide a
calculation of the amount that Fudali believes she may be entitled to based on the verdict. Fudali has provided two alternative calculations, in the amounts of $1,940 and $1,783. Pivotal has challenged those calculations and is
awaiting a hearing and the Court's decision on the amount. The Company accrued Nil and $750 at December 31, 2006 and 2007, respectively.

Leedy. In August 2002, Mr. Jason Leedy filed a civil action against Vis.align. LLC, which became our subsidiary in December 2006. Mr. Leedy has alleged that his employment with Vis.align LLC had
been wrongfully terminated, and severance pay and other amounts were owing to him, and sought damages in the amount of $257. After a jury trial in which a verdict favorable to Mr. Leedy was returned, the Court entered judgment in the
amount of $357, which included $100 in attorneys fees and costs. Vis.align. LLC has appealed to the Pennsylvania Superior Court. In September 2006, the Superior Court ordered that the judgment below based on the jury verdict be vacated,
and that judgment be entered in favor of Vis.align LLC notwithstanding the verdict. In November 2006, the Superior Court granted Mr. Leedy's petition for rehearing en banc and withdrew its September 2006 decision. In March 2008, an evenly
divided Superior Court issued two opinions, one in support of reversal of the trial court and one in affirmance of the trial court. As the Superior Court was evenly split, the trial courts decision was affirmed by default, leaving the
defendants liable for approximately $433. A petition requesting review by the Pennsylvania Supreme Court was filed in April 2008 and remains pending.

Asian Media Company Limited.Optic Communications Co., Ltd received an arbitration claim of approximately $586 from Asian Media Company Limited claiming damages related to an alleged breach of contract under an
undated 3-party agreement among Guangzhou Optic Communications Co., Ltd, Asian Media Company Limited and Changchun YaAo Resources Development Company Limited. The Company intends to vigorously defend such action. Management of the Company considers
the outcome of this matter with respect to the Company to be uncertain and the amount of any expenditure from this matter is not estimable.



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##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



Chan. In March 2007, the Company filed suit against Steven Chan
(Chan) and Bing Corporation (Bing), alleging that Chan and Bing illegally obtained option shares in CDC Corporation. In April 2008, Chan and Bing filed a cross-complaint against CDC Corporation and CDC Corporation Ltd.
alleging breach of an oral contract and various tortious claims including interference with the exercise of purported options, and defamation. Chan and Bing currently allege damages: (i) in excess of $1,000 arising from alleged inability to
exercise stock options at more favorable dates, (ii) in excess of $200 for various payments alleged to be due to Chan and/or Bing, and (iii) unspecified damages for libel.

Pure Biosciences.In June 2007, Pure Biosciences (Pure) filed a complaint in the Southern District of California
asserting claims for breach of contract, breach of express warranty, breach of implied warranty of merchantability, breach of the implied warranty of fitness for a particular purpose, and rejection of goods and/or revocation of acceptance related to
a Software License and Professional Services Agreement and related Statement of Work and Master Work Order Pure entered into with Ross in March. In August 2007, Ross filed a motion to dismiss the complaint. Pure did not respond to Ross's
motion, but instead filed an amended complaint in October 2007. In November 2007, Ross filed a second motion to dismiss, and in an order dated April 4, 2008, the Court granted Rosss motion without prejudice. Pure filed its Second Amended
Complaint In May 2008 asserting claims for breach of contract, breach of express warranty, and rejection of goods/revocation of acceptance and seeking attorneys fees and damages of at least $159. Ross filed its third motion to dismiss in May
2008, arguing that Pure still failed to adequately allege that the software failed to conform to the terms of the parties License Agreement or the express warranty it contains and that Pure cannot state a claim based on alleged pre-contractual
marketing statements because the License Agreement contains a merger clause. Pure filed its response in June 2008, and Rosss reply is due June 23, 2008. The Company cannot predict when the final resolution of this litigation will occur,
and it is not possible to evaluate the likelihood of an unfavorable outcome or to estimate the amount or range of potential loss with respect to this matter.

William McKenna (McKenna). In November 2007, McKenna filed a civil action in the District Court of Denver County,
Colorado, against the Companys subsidiary, CDC Software, Inc. alleging he was terminated from his position as a sales account executive in violation of public policy, based on his refusal to engage in allegedly improper sales
practices. McKenna is seeking compensatory damages in an unspecified amount, damages for emotional distress and exemplary damages. In January 2008, the Company removed the case from the Colorado State Court to the U.S. District Court for
the District of Colorado and thereafter filed an answer, defenses and asserted a counterclaim alleging a breach of McKenna's Proprietary Information Agreement with the Company. In addition, the Company filed a motion to transfer
venue of this case to the United States District Court for the Northern District of Georgia. In February 2008, McKenna filed an answer to the Company's counterclaim, and the Company was notified that McKenna's attorney requested permission to
withdraw from the case. McKenna hired new counsel, who filed a response in opposition to the Company's motion to transfer and moved to amend the Complaint to add a cause of action for alleged violations of the
Colorado Wage Claim Act. The Company filed a reply in support of its motion to transfer in April 2008, and the parties are now waiting for the Court to rule on that motion. Later in April 2008, the Company filed a
response in opposition to McKenna's motion to amend, and McKenna filed a reply in early May 2008, and the United States Magistrate Judge issued a written opinion recommending that the District Court Judge grant McKenna's motion to
amend, and the Company filed Objections later in May 2008. The parties have recently propounded written discovery. The Company cannot predict when the final resolution of this litigation will occur, and it is not possible to evaluate the
likelihood of an unfavorable outcome or to estimate the amount or range of potential loss with respect to this matter.



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##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



Triton IP LLC. In April 2008, Triton IP, LLC filed a claim in the United
States District Court for the Eastern District of Texas against defendants NetSuite, Inc., CDC Corporation and CDC Software Inc. alleging that our MarketFirst software infringed a patent owned by Triton through assignment. The plaintiff is seeking a
permanent injunction against defendants, damages, costs, expenses, interest, attorneys' fees and other restitutional remedies. The Company intends to vigorously defend such action. Management of the Company considers the outcome of this matter with
respect to the Company to be uncertain and the amount of any expenditure from this matter is not estimable.

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 in the state court in New York, New York,
against the Companys subsidiary Ross Systems, Inc. and others alleging, among other things, breach of contract, claims under contractual indemnifications and fraud arising from the February 2001 sale of assets from Rosss HR/Payroll
division to NOW Solutions. The action sought $5,000 in damages. In April 2003, Ross filed a motion to dismiss the complaint, which was granted in November 2003. The plaintiff appealed and its appeal was granted in October 2004. The matter
was remanded to the trial court for adjudication. In May 2006, both Vertical and Ross filed a summary judgment motions against each other. In November 2006, the Court denied these summary motions, finding that factual issues existed to be
resolved at trial. In March 2004, the Companys subsidiary Ross filed a separate civil action against NOW in state court in New York, New York seeking payment of the final $750 installment due under a promissory note executed by NOW in
connection with the February 2001 HR/Payroll division asset sale. In November 2004, NOW asserted counterclaims against Ross raising the same contractual issues asserted in the Vertical v. Ross action, as well as additional contractual claims
related to the 2001 asset sale, seeking a total of approximately $15,000 in damages. In December 2004, Ross filed a motion to dismiss certain of the counterclaims, which the Court granted in February 2005, thereby reducing the total damages
being sought in NOWs counterclaims to approximately $5,000. In May 2006, Ross filed a motion for partial summary judgment that was granted in part. A jury trial of both the Vertical v. Ross and Ross v. NOW actions took place in March and
April 2007 following which the Court directed certain verdicts in favor of NOW, and certain verdicts in favor of Ross. In September 2007, the Court entered a final judgment against Ross in the amount of $1,300 in damages, $900 in attorneys
fees and costs, and $900 in pre-judgment interest, for a total judgment against Ross of $3,150. In November 2007, Ross filed a Notice of Appeal, thereby commencing its appeal from the Courts trial rulings. In February 2007, NOW Solutions,
Inc, the alleged successor-by-merger to NOW Solutions, LLC, filed an action in the state court in New York, New York, against Ross, although Ross has yet been served with the Complaint. In this action, NOW Solutions, Inc. asserts claims for
breach of contract and attorneys fees based upon facts similar to those in the above action, seeking $4,100 in damages. The Company believes that this action filed in February 2007 is duplicative of the claims that have already been litigated
through trial as referred to above, and is without merit, and the Company intends to vigorously defend the same. The Company accrued $300, $2,900 and $3,211 at December 31, 2005, 2006 and 2007, respectively.

Sunshine Mills. In May 2008, Sunshine Mills, Inc., a customer of CDC Software, filed a claim in the Circuit Court of Franklin
County, Alabama alleging [breach of contract] and other causes of action. The Company intends to vigorously defend such action. Management of the Company considers the outcome of this matter with respect to the Company to be uncertain and the amount
of any expenditure from this matter is not estimable.

Mgame Corporation (Mgame).In December 2003, the
Company entered into its original game license agreement with Mgame for Yulgang. This agreement was subsequently supplemented in June 2004 to extend the term of the Companys license for Yulgang to December 2007 and provide a 21% royalty
on the Companys revenue derived from Yulgang to Mgame.



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CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



Furthermore, in March 2007, the Company entered into an additional supplementary
agreement with Mgame pursuant to which the Company extended its exclusive license to Yulgang in China (excluding Hong Kong) through 2010.

On October 17, 2007, Mgame unilaterally announced that they terminated their agreements with CDC Games, alleging breach of contract for non-payment. In October 2007, the Company filed two lawsuits against Mgame
alleging breach of contract and that Mgame was not providing adequate technical support for Yulgang, and that Mgame was not supporting CDC Games in its efforts to combat pirate servers. The Company subsequently filed a second lawsuit alleging
that Mgame breached contractual obligations owed to it by failing to provide certain financial and operating data and other information which Mgame is required to provide to the Company as a shareholder of Mgame.

Following the announcement of the Companys disputes with Mgame in October 2007 and until such time as it resolved these disputes in
March 2008, revenues generated by Yulgang declined significantly.

In March 2008, the Company settled its disputes with Mgame
by entering into an Amended and Restated Exclusive Game License Agreement and Settlement Agreement. Under these settlement agreements, CDC Games received exclusive distribution rights to Yulgang in China until March 2010 with an option to
extend for an additional year. CDC Games also agreed to work together with Mgame to launch a Version 2.0 upgrade to Yulgang as soon as possible following the settlement. In addition, the settlement agreements provided that the Companys
license fee payable to Mgame would be increased to $4,500 of which $4,000 of would be paid by the Company in the form of shares of Mgame held by the Company. Additionally, the Company agreed to pay royalty payments equal to 25% of revenues in
months where revenues are less than $2,000 and 28% in months where revenues are greater than $2,000, and agreed to terminate the game license agreement with Mgame pursuant to which it received the exclusive right to distribute Wind Forest Fire
Mountain, or WFFM, a combat MMORPG developed by Mgame.

Commitments

As of December 31, 2007, the Company had future minimum lease payments under non-cancelable operating leases falling due as follows:



|                        |  |   |       
|----------------------- |  | - | ------
|Year ended December 31, |  |   |       
|2008                    |  | $ | 14,253
|2009                    |  | $ | 11,098
|2010                    |  | $ | 8,341 
|2011                    |  | $ | 6,387 
|2012                    |  | $ | 5,035 
|Thereafter              |  | $ | 851   
|                        |  |   |       
|                        |  | $ | 45,965
|                        |  |   |       

The Company recorded rental expense of $10,042, $12,825 and $15,745 and sublease
income of $1,728, $1,484 and $3,025 for the years ended December 31, 2005, 2006 and 2007, respectively. As of December 31, 2007, the Company had future minimum rentals to be received under subleases of $8,799.



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##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



|22. | SEGMENT INFORMATION
|--- | -------------------

Description of Products
and Services by Segment

In 2005, the Company reported its operating results in four operating segments,
Software, Global Services, Mobile Services and Applications and Internet and Media. In April 2006, in conjunction with the acquisition of the remaining 52% interest in the 17game Group (Note 3(c)(i)),
the Company added CDC Games operating segment. Historically, the Company accounted for the results of CDC Games under the equity basis and 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.

Information about Segment Profit or Loss and Segment Assets

Prior to 2007,
the Company evaluated performance and allocated resources based on segment revenue and net income (loss). During 2007, the Company changed one of its performance metrics from net income (loss) to operating income (loss). All prior periods have been
reclassified to reflect this change. 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 ended December 31,
|                                         |  | 2005                    |         | 2006 |   | 2007   
|Segment revenue from external customers: |  |                         |         |      |   |         |  |   |        
|Software:                                |  |                         |         |      |   |         |  |   |        
|Licenses                                 |  | $                       | 38,541  |      | $ | 46,260  |  | $ | 62,044 
|Maintenance                              |  |                         | 59,144  |      |   | 63,252  |  |   | 86,585 
|Consulting services                      |  |                         | 61,119  |      |   | 64,825  |  |   | 86,862 
|Hardware                                 |  |                         |        |      |   |        |  |   | 2,769  
|                                         |  |                         |         |      |   |         |  |   |        
|Total Software                           |  |                         | 158,804 |      |   | 174,337 |  |   | 238,260
|Global Services:                         |  |                         |         |      |   |         |  |   |        
|Licenses                                 |  |                         |        |      |   |        |  |   | 3,235  
|Consulting services                      |  |                         | 42,686  |      |   | 66,484  |  |   | 103,723
|Hardware                                 |  |                         |        |      |   |        |  |   | 3,819  
|                                         |  |                         |         |      |   |         |  |   |        
|Total Global Services                    |  |                         | 42,686  |      |   | 66,484  |  |   | 110,777
|CDC Games                                |  |                         |        |      |   | 26,780  |  |   | 33,596 
|China.com                                |  |                         | 8,995   |      |   | 10,064  |  |   | 11,409 
|Mobile Services and Applications         |  |                         | 34,389  |      |   | 31,863  |  |   | 8,342  
|                                         |  |                         |         |      |   |         |  |   |        
|Total consolidated revenue               |  | $                       | 244,874 |      | $ | 309,528 |  | $ | 402,384
|                                         |  |                         |         |      |   |         |  |   |        



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##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



|                                                          |  |                         |        |      |   |        |  |   |       
|--------------------------------------------------------- |  | ----------------------- | ------ | ---- | - | ------ |  | - | ------
|                                                          |  | Year ended December 31,
|                                                          |  | 2005                    |        | 2006 |   | 2007  
|Segment depreciation and amortization expenses:           |  |                         |        |      |   |        |  |   |       
|Software                                                  |  | $                       | 12,845 |      | $ | 14,654 |  | $ | 20,969
|Global Services                                           |  |                         | 803    |      |   | 1,905  |  |   | 4,097 
|CDC Games                                                 |  |                         |       |      |   | 2,822  |  |   | 6,742 
|China.com                                                 |  |                         | 366    |      |   | 1,517  |  |   | 459   
|Mobile Services and Applications                          |  |                         | 1,818  |      |   | 815    |  |   | 2,640 
|                                                          |  |                         |        |      |   |        |  |   |       
|                                                          |  |                         | 15,832 |      |   | 21,713 |  |   | 34,907
|Corporate                                                 |  |                         | 1,272  |      |   | 675    |  |   | 1,024 
|                                                          |  |                         |        |      |   |        |  |   |       
|Total consolidated depreciation and amortization expenses |  | $                       | 17,104 |      | $ | 22,388 |  | $ | 35,931
|                                                          |  |                         |        |      |   |        |  |   |       



|                                                          |  |                         |        |   |      |   |        |      |  |   |          |  
|--------------------------------------------------------- |  | ----------------------- | ------ | - | ---- | - | ------ | ---- |  | - | -------- | -
|                                                          |  | Year ended December 31, |       
|                                                          |  | 2005                    |        |   | 2006 |   |        | 2007 | 
|Segment operating income (loss):                          |  |                         |        |   |      |   |        |      |  |   |          |  
|Software                                                  |  | $                       | (1,565 | ) |      | $ | 6,396  |      |  | $ | 15,677   |  
|Global Services                                           |  |                         | 3,962  |   |      |   | 3,430  |      |  |   | 5,847    |  
|CDC Games                                                 |  |                         |       |   |      |   | 9,540  |      |  |   | (14,555  | )
|China.com                                                 |  |                         | (3,361 | ) |      |   | (8,110 | )    |  |   | (5,737   | )
|Mobile Services and Applications                          |  |                         | 4,597  |   |      |   | 1,357  |      |  |   | (79,064  | )
|                                                          |  |                         |        |   |      |   |        |      |  |   |          |  
|                                                          |  |                         | 3,633  |   |      |   | 12,613 |      |  |   | (77,832  | )
|Corporate                                                 |  |                         | (7,466 | ) |      |   | (8,978 | )    |  |   | (20,784  | )
|                                                          |  |                         |        |   |      |   |        |      |  |   |          |  
|Total consolidated operating (loss) income                |  |                         | (3,833 | ) |      |   | 3,635  |      |  |   | (98,616  | )
|Other income (loss), net                                  |  |                         | 6,735  |   |      |   | 12,579 |      |  |   | (14,118  | )
|Income tax expense                                        |  |                         | (4,957 | ) |      |   | (3,062 | )    |  |   | (10,850  | )
|Minority interests in income of consolidated subsidiaries |  |                         | (1,409 | ) |      |   | (2,312 | )    |  |   | 18,551   |  
|                                                          |  |                         |        |   |      |   |        |      |  |   |          |  
|Consolidated income (loss) from continuing operations     |  | $                       | (3,464 | ) |      | $ | 10,840 |      |  | $ | (105,033 | )
|                                                          |  |                         |        |   |      |   |        |      |  |   |          |  

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



|                                         |  |                         |         |      |   |         |  |   |        
|---------------------------------------- |  | ----------------------- | ------- | ---- | - | ------- |  | - | -------
|                                         |  | Year ended December 31,
|                                         |  | 2005                    |         | 2006 |   | 2007   
|Segment revenue from external customers: |  |                         |         |      |   |         |  |   |        
|North America                            |  | $                       | 100,987 |      | $ | 129,537 |  | $ | 205,172
|Europe, Middle East and Africa (EMEA)  |  |                         | 63,805  |      |   | 81,612  |  |   | 100,385
|Asia-Pacific                             |  |                         | 75,927  |      |   | 98,379  |  |   | 96,827 
|Others                                   |  |                         | 4,155   |      |   |        |  |   |       
|                                         |  |                         |         |      |   |         |  |   |        
|Total consolidated revenue               |  | $                       | 244,874 |      | $ | 309,528 |  | $ | 402,384
|                                         |  |                         |         |      |   |         |  |   |        



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##### Index to Financial Statements

CDC Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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



|                                     |  |                    |         |      |   |        
|------------------------------------ |  | ------------------ | ------- | ---- | - | -------
|                                     |  | As of December 31,
|                                     |  | 2006               |         | 2007
|Segment long-lived assets:           |  |                    |         |      |   |        
|North America                        |  | $                  | 67,683  |      |   | 89,652 
|EMEA                                 |  |                    | 12,907  |      |   | 21,592 
|Asia-Pacific                         |  |                    | 33,019  |      |   | 41,020 
|                                     |  |                    |         |      |   |        
|Total consolidated long-lived assets |  | $                  | 113,609 |      | $ | 152,264
|                                     |  |                    |         |      |   |        



|23. | SUBSEQUENT EVENTS
|--- | -----------------

Discontinuation of MVAS Operations. In February 2008, the Company announced that China.com Inc., a 77% owned subsidiary of the Company, would be discontinuing its MVAS operations. China.com has since discontinued these operations,
due to the challenging regulatory environment related to the MVAS business in China.

Integrated Solutions Limited
(ISL). In March 2008, the Company announced that it had completed its acquisition of a 51 percent stake in Integrated Solutions Limited (ISL), a Hong Kong-based vendor of ERP systems designed for small and medium-sized discrete
manufacturers in China. Under the terms of the agreement, the Company paid approximately $764 at closing for such majority interest in ISL.

Investment in Tenly Software.In April 2008, CDC Software, a wholly owned subsidiary of the Company announced that it signed a binding term sheet to acquire a 22 percent stake in Tenly Software, a leading
provider of business intelligence solutions in China. The term sheet also provides CDC Software with the option to increase its stake in Tenly to approximately 37 percent, and upon completion of the initial investment, provide CDC Software with the
right to appoint one representative to Tenly's board of directors. The two companies also intend to form a joint venture in which CDC Software is expected to provide implementation services and support for Tenly customers and Tenly is expected to
sell CDC Software solutions to its customer base. The parties intend that CDC Software will hold a 60 percent interest, and Tenly, a 40 percent stake in this joint venture.

Agreement and Proposal for Amendment of Promissory Note Terms; Prior Event of Default and Subsequent Cure Related to $168,000
Convertible Notes.In April 2008, CDC Games Corporation (CDC Games), a wholly-owned subsidiary of the Company and China.com Capital Ltd. (CCL), a wholly owned subsidiary of China.com Inc., a 77% owned subsidiary of the
Company (China.com) entered into an agreement (the Modification Agreement) for the purpose of: (i) extending the maturity date of a promissory note in the principal amount of $60,000 by and between CDC Games and CCL (the
Promissory Note) from the initial maturity date of June 28, 2008 (the Maturity Date) to June 28, 2010, and (ii) including the Company as a guarantor of the Promissory Note.

The effectiveness of the Modification Agreement was conditioned upon China.com obtaining the approval of its minority shareholders (the
Minority Shareholders). At an



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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)



extraordinary general meeting (EGM) of China.com held on May 27, 2008, the Minority Shareholders, by way of poll, rejected the proposal to
ratify the Modification Agreement. As a result, the Modification Agreement lapsed automatically and did not become effective.

In June 2008, the Company determined that the execution of the Modification Agreement had constituted an Event of Default (as defined in the Convertible Notes) under the terms of those certain 3.75% Senior Exchangeable
Convertible Notes due 2011 issued by the Company in November 2006 for the aggregate principal amount of $168,000 (the Convertible Notes). The Convertible Notes provide that, following an Event of Default, payment of all or a portion of
any amounts due thereunder may be accelerated and become due and payable immediately upon delivery of a written notice of acceleration to the Company (an Acceleration Notice), unless such Event of Default shall have been cured by the
Company prior to the delivery of such Acceleration Notice. Accordingly, for the period from April 2, 2008 through May 27, 2008 (the date upon which the Minority Shareholders disapproved of the Modification Agreement and it lapsed
automatically), any or all of the Convertible Notes could have been called by the Noteholders and become due and payable immediately. However, the Company did not receive any written Acceleration Notice from any of the Noteholders during this period
as required under the Convertible Notes. Therefore, the lapsing of the Modification Agreement automatically cured the Event of Default that existed from April 2, 2008 through May 27, 2008 under the Convertible Notes, and under the express
terms of the Convertible Notes none of the Noteholders has any current or continuing right to deliver an Acceleration Notice to the Company as a result of those past events. No adjustments have been made to the financial statements as a result of
the occurrence of the Event of Default or the subsequent curing of such Event of Default.

Dividend from China.com
Inc. On June 27, 2008, China.com declared and paid a cash dividend to its shareholders in the aggregated amount of $74,100. Of such amount, approximately $57,500 was paid to the Company and the remaining $16,600 was paid to the independent
minority shareholders of China.com. On June 27, 2008, the Company transferred an aggregate of $64,500 to CDC Games. CDC Games subsequently paid CCL the entire balance of $64,500 of principal and interest due and payable under the Promissory
Note.



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