<PAGE>

                                                                 Exhibit 4.(c).3

                             CDC CORPORATION LIMITED

                                       AND

                           ASIA PACIFIC ONLINE LIMITED

                                   ----------

                             TERMINATION AND RELEASE
                                    AGREEMENT

                                   ----------

<PAGE>

          THIS TERMINATION AND RELEASE AGREEMENT effective as of the Effective
Date between CDC Corporation Limited located at 34/F Citicorp Centre, 18
Whitfield Road, Causeway Bay, Hong Kong (the "Company") and Asia Pacific Online
Limited located at Suite 4302, 43/F China Resources Building, Wanchai, Hong Kong
("APOL"). The Company and APOL are collectively referred to as the "Parties" and
each, a "Party".

          WHEREAS, the Company and APOL had entered into an Executive Services
Agreement effective as of January 1, 2002 (the "Executive Services Agreement")
pursuant to which APOL had agreed to provide certain services to the Company,
including the services of Mr. Yip as the Chief Executive Officer and
Vice-Chairman of the Company (the "Executive") on the terms set forth therein.

          WHEREAS, the Company and APOL desire to terminate the Executive
Services Agreement pursuant to the terms and conditions set forth herein.

          WHEREAS, the terms of this Agreement have been approved by the Board
of Directors of the Company (the "Board") and the form of this Agreement has
been ratified by the Board.

          NOW, THEREFORE, in consideration of the foregoing mutual covenants and
agreements contained herein, the Parties hereby agree as follows:

     1.   TERMINATION OF EXECUTIVE SERVICES AGREEMENT

     1.1  Except as otherwise set out in Clause 3 of this Agreement, the Company
          and APOL agree that the Executive Services Agreement is hereby and
          forever terminated. Each of the Company and APOL on behalf of
          themselves and their respective affiliates, hereby releases APOL and
          the Company, respectively, from any and all obligations and claims
          related to the Executive Services Agreement pursuant to the terms set
          forth in Clause 9 hereof.

     2.   CONFIDENTIAL INFORMATION

     2.1  APOL represents and warrants to the Company that it has complied with
          the terms of Clause 7 of the Executive Services Agreement relating to
          Confidential Information (as defined in the Executive Services
          Agreement).

     3.   SURVIVAL OF CLAUSE 8 AND CLAUSE 9.2 OF THE EXECUTIVE SERVICES
          AGREEMENT

     3.1  Notwithstanding anything in this Agreement to the contrary, each of
          the Company and APOL acknowledge and agree that Clause 8 and Clause
          9.2 of the Executive Services Agreement shall survive termination.

     4.   CERTAIN BENEFITS

     4.1  For a period of five years from the Effective Date of this Agreement,
          the Company agrees that it will continue to maintain a health
          insurance policy for the Executive (including spouse and immediate
          family) and allow the Executive to be eligible to participate in any
          life insurance program maintained by the Company, in each case with
          terms and conditions similar to that available to its other Hong
          Kong-based executives. APOL

<PAGE>

          acknowledges, however, that the adoption of any particular form or
          type of medical insurance or life insurance program by the Company
          shall be within the full discretion of the Company.

     5.   RETURN OF PAPERS

     5.1  APOL represents and warrants to the Company that it has complied with
          the terms of Clause 10 of the Executive Services Agreement relating to
          Return of Papers (as defined in the Executive Services Agreement).

     6.   PROPRIETARY INVENTIONS

     6.1  APOL represents and warrants that it has disclosed promptly to the
          Company all new discoveries, ideas, formulae, products, methods,
          processes, designs, trade secrets, copyrightable material, patentable
          inventions, intellectual property or other useful technical
          information or know-how and all improvements, modifications or
          alterations of existing discoveries made, discovered or developed by
          APOL or the Executive, either alone or in conjunction with any other
          person during the term of the Executive Services Agreement, or using
          the Company's or any Associated Company's materials or facilities
          which discoveries or developments are based on, derived from or make
          use of any information directly related to the business disclosed to,
          or otherwise acquired by, APOL or the Executive from the Company or
          any Associated Company during the term of Executive Services
          Agreement. APOL covenants and agrees that any copyright, patent,
          trademark or other proprietary rights in any such discoveries shall be
          the sole and exclusive property of the Company, and the Company need
          not account to APOL or the Executive for any revenue or profit derived
          therefrom. If by operation of law or otherwise, any or all of the
          items of this Clause 6.1 or any component or element thereof is
          considered to be the intellectual property right of APOL, APOL
          covenants and agrees to irrevocably assign to the Company, its
          successor and assigns, ownership of all copyrights and all other
          intellectual property rights available with respect to each such
          element or item. APOL shall be deemed to have granted the Company an
          irrevocable power of attorney to execute as its agent any and all
          documents (including copyright registrations) deemed necessary by the
          Company to perfect Company's intellectual property rights in and to
          each of the items in this clause.

     7.   RIGHT TO INJUNCTIVE RELIEF

     7.1  APOL acknowledges that the Company or an Associated Company may suffer
          irreparable harm, which cannot readily be measured in monetary terms,
          if APOL breaches its representations, warranties or obligations under
          Clauses 2, 3, 5 or 6 of this Agreement. APOL further acknowledges and
          agrees that the Company or an Associated Company may obtain injunctive
          or other equitable relief against it to prevent or restrain such
          breach causing such harm; provided, however, that where such breach
          involves subject matter that is susceptible of being cured, then APOL
          will cure such breach as promptly as practicable upon notice of such
          breach to APOL. Such injunctive relief shall be in addition to any
          other remedies the Company might have under this Agreement or at law.

<PAGE>

     7.2  IN CONNECTION WITH CLAUSE 3, APOL REPRESENTS THAT ITS EXPERIENCE,
          CAPABILITIES AND CIRCUMSTANCES ARE SUCH THAT THESE PROVISIONS WILL NOT
          PREVENT IT FROM EARNING A LIVELIHOOD AND THAT THE LIMITATIONS SET
          FORTH THEREIN ARE REASONABLE AND PROPERLY REQUIRED FOR THE ADEQUATE
          PROTECTION OF THE COMPANY.

     8.   COVENANTS UPON CEASING TO RENDER SERVICES

     8.1  APOL agrees that in the event Executive shall no longer serve as a
          director on the Company's Board, to procure the Executive to observe
          the covenants set forth in Schedule A to this Agreement.

     9.   RELEASE

     9.1  Except as otherwise set out in the terms of this Agreement, APOL, on
          behalf of itself and its affiliates, hereby irrevocably and
          unconditionally releases and waives all claims, causes of action or
          similar rights of any type whether present or future, known or
          unknown, howsoever arising from the Executive Services Agreement or
          any other employment arrangements that any of APOL, the Executive, or
          their respective affiliates, have or may have against the Company, all
          current and former parents, subsidiaries, related companies,
          partnerships, or joint ventures, and, with respect to each of them,
          their predecessors and successors; and, with respect to each such
          entity, all of its past, present and future employees, officers,
          directors, shareholders, owners, representatives, assigns and any
          other persons acting by, through, under or in concert with any of the
          persons or entities listed in this clause, and their successors.

     9.2  Except as otherwise set out in the terms of this Agreement, the
          Company, on behalf of itself and its affiliates, hereby irrevocably
          and unconditionally releases and waives all claims, causes of action
          or similar rights of any type whether present or future, known or
          unknown, howsoever arising from the Executive Services Agreement or
          any other employment arrangements that the Company, or its affiliates,
          have or may have against APOL, the Executive, all current and former
          parents, subsidiaries, related companies, partnerships, or joint
          ventures, and, with respect to each of them, their predecessors and
          successors; and, with respect to each such entity, all of its past,
          present and future employees, officers, directors, shareholders,
          owners, representatives, assigns and any other persons acting by,
          through, under or in concert with any of the persons or entities
          listed in this clause, and their successors; provided, however, this
          release and waiver shall not apply to the extent that (a) the
          representations and warranties from APOL set forth in Clause 2 or
          Clause 5 of this Agreement are not accurate or (b) APOL shall breach
          the provisions of Clause 8 or Clause 9.2 of the Executive Services
          Agreement which survive termination pursuant to Clause 3 hereto.

     10.  MISCELLANEOUS MATTERS

     10.1 If any provision of this Agreement, or the application thereof to any
          person, place, or circumstance, shall be held by a court of competent
          jurisdiction to be invalid, unenforceable, or void, the remainder of
          this Agreement and such provisions as applied to other persons,
          places, and circumstances shall remain in full force and effect. It is
          the intention of the Parties that the provisions contained in Clauses
          2, 3, 5 and 6 shall be enforced to the greatest extent (but to no
          greater extent) in time, area, and degree of

<PAGE>

          participation as is permitted by the law of that jurisdiction whose
          law is found to be applicable to any acts allegedly in breach of these
          provisions.

     10.2 This Agreement may not be modified or amended, except by an instrument
          in writing, signed by a duly authorized representative of APOL and the
          Company. By an instrument in writing similarly executed, any Party may
          waive compliance by the other Party with any provision of this
          Agreement that such other Party was or is obligated to comply with or
          perform; provided, however, that such waiver shall not operate as a
          waiver of, or estoppel with respect to, any other or subsequent
          failure. No failure to exercise and no delay in exercising any right,
          remedy or power hereunder shall operate as a waiver thereof, nor shall
          any single or partial exercise of any right, remedy or power hereunder
          preclude any other or further exercise thereof or the exercise of any
          other right, remedy or power provided herein or by law or in equity.

     10.3 The terms of this Agreement are intended by the Parties to be the full
          and final expression of their agreement and may not be contradicted by
          evidence of any prior or contemporaneous agreement. The Parties
          further intend that this Agreement shall constitute the complete and
          exclusive statement of its terms and that no extrinsic evidence
          whatsoever may be introduced in any judicial, administrative or other
          legal proceeding involving this Agreement. This Agreement fully
          supersedes any prior oral or written agreement between the Parties.

     10.4 The headings for the clauses of this Agreement are for convenience
          only and are not part of this Agreement.

     10.5 This Agreement may be executed in any number of counterparts, each of
          which shall be deemed to be an original and such counterparts together
          shall constitute one and the same instrument.

     10.6 The Parties acknowledge that (i) they have had the opportunity to
          consult counsel in regard to this Agreement if they so desire; (ii)
          they have read and understand the Agreement and they are fully aware
          of its legal effect; and (iii) they are entering into this Agreement
          freely and voluntarily, and based on each Party's own judgment and not
          on any representations or promises made by the other Parties, other
          than those contained in this Agreement.

     11.  NOTICE

     11.1 All such notices and communications shall be effective (a) when sent
          by FedEx or other overnight service of recognized standing, on the
          third business day following the deposit with such service; and (b)
          when faxed during normal business hours on a day on which the Company
          is open for business, upon confirmation of receipt. The Parties shall
          be obligated to notify each other in writing of any change of the
          below address. Notice of change of address shall be effective only
          when done in accordance with this Clause. All notices, requests,
          demands, consents, instructions or other communications required or
          permitted hereunder shall be in writing and faxed or delivered via
          courier to each Party as follows:

          If to the Company:

          Address:   34/F, Citicorp Centre

<PAGE>

                     18 Whitfield Road
                     Causeway Bay, Hong Kong
          Facsimile: (852) 2893-5245
          Attention: Dr. Raymond Ch'ien

          If to APOL:

          Address:   Suite 4302
                     43/F China Resources Building
                     26 Harbour Road
                     Wanchai, Hong Kong
          Facsimile: (852) 2827-0098
          Attention: Mr. Peter Yip

     12.  GOVERNING LAW

     12.1 This Agreement shall be governed by and construed under the law of
          Hong Kong and each of the Parties hereby irrevocably agrees for the
          exclusive benefit of the Company that the Courts of Hong Kong are to
          have exclusive jurisdiction to settle any disputes which may arise out
          of or in connection with this Agreement.

     13.  DEFINITIONS

     13.1 "Associated Company" means a company which is from time to time a
          subsidiary or a holding company of the Company or a subsidiary (other
          than the Company) of a holding company of the Company. In this
          definition "subsidiary" and "holding company" have the same meanings
          as in section 128 of the Companies Ordinance (Cap.32).

     13.2 "Effective Date" means July 15, 2005

     14.  EFFECTIVE DATE

     14.1 This Agreement shall become effective as of the Effective Date.

<PAGE>

          IN WITNESS whereof this Termination and Release Agreement has been
signed by or on behalf of the Parties hereto and is effective as of the
Effective Date.


SIGNED by Simon Wong                     )   /s/ Simon Wong
Director                                 )   -------------------------------
on behalf of the CDC Corporation Limited )
in the presence of Alice Hwu             )
                                             /s/ Alice Hwu
                                             -------------------------------

Date:
      ------------------------


SIGNED by /s/ Peter Yip                  )
          --------------------           )
Director


on behalf of Asia Pacific Online Limited )   /s/ Karen Wu
in the presence of Karen Wu              )   -------------------------------

Date: Dec. 12, 2005

<PAGE>

                                                                      SCHEDULE A

          The Executive agrees in the event Executive shall no longer serve as a
     director on the Company's Board, to observe the covenants set forth below:

     1.   For the period from the date of this Agreement until six (6) months
          after such time (the "Six Month Period"), not grant interviews or make
          statements regarding the Company, any Associated Company or any of
          their respective directors, executive officers or employees without
          the prior express written consent of the then current CEO.

     2.   During the Six Month Period, other than as may be required by a court
          order, not to disparage the Company or any Associated Company, or any
          member of the board of directors, executive officer or employee of the
          Company or any Associated Company.

     3.   For the period from the date of this Agreement until six (6) months
          after such time, acknowledge that APOL and/or the Executive has or may
          be deemed to have had under the relevant securities laws access to
          confidential and/or price-sensitive information relating to the
          Company and Associated Companies. The Executive agrees that he will
          not and will use reasonable endeavors to cause immediate family and
          associated companies (including, but not limited to APOL) not to trade
          in securities of the Company and Associated Companies, and will take
          such actions or engage in such conduct as advisable or necessary to
          avoid liability or violations of "insider trading" rules under
          relevant securities laws, including avoiding any conduct that would
          result in becoming a "tipper" or "tippee" under the U.S. Securities
          Act of 1933, the U.S. Securities Exchange Act of 1934, and the rules
          of the Stock Exchange of Hong Kong Limited and the Securities and
          Futures Commission of Hong Kong. The Company will render reasonable
          assistance to APOL and/or the Executive to enable any restricted
          shares or options of the Company owned to become freely tradable.

     4.   During the Six Month Period, cooperate with the Company and any
          Associated Company in the initiation of a claim and/or counterclaim of
          any action brought against any third party, as the case may be, with
          respect to the Company or any Associated Company.

     5.   During the Six Month Period, cooperate with the Company and any
          Associated Company in the defense of any action brought by any third
          party against the Company or any Associated Company that relates to
          any aspect of the Executive's employment with the Company.

     6.   In connection with proceedings related to covenants 4 and 5 above
          (other than against the Company or any Associated Company) use
          advisers nominated by the Company and, if the Company requests, allow
          the Company the exclusive conduct of the proceedings provided that it
          is not detrimental to the Executive's interest and the Executive may
          retain his own counsel at reasonable expense that is not to exceed
          that of the Company's counsel to advise him on such proceedings.