Exhibit 1.7
TRADING PLAN
This TRADING PLAN, dated April 12, 2006 (the "TRADING PLAN"), between Xxxxxx Xxx
Xxxx Xxx (the "BUYER") and Xxxxxxx & Company, Inc. (the "BROKER").
WHEREAS, the buyer desires to establish this Trading Plan to buy a certain
amount of CDC Corporation's (the "Issuer") Class A Common Stock, par value
$0.00025 per share (the "Common Stock"); and
WHEREAS, the buyer desires to engage Broker to effect purchase of shares of
Common Stock in accordance with the Trading Plan;
Now, therefore, the buyer and broker hereby agree as follows:
1. TRADING REQUIREMENTS (AMOUNT/PRICE/DATE).
Broker shall effect a Purchase (each a "PURCHASE") as of Common Stock daily of
every week commencing on April 13, 2006, in which the Common Stock is trading
on the Nasdaq National Market at a price as follows:
1) 800,000 shares for the price below US$4.00 per share at 40,000 shares
2) 500,000 shares for the price between US$4.00 and US$4.50 (exclusive)
per share at 30,000 shares
3) 350,000 shares for the price between US$4.50 and US$5.00 (inclusive)
per share at 20,000 shares
2. EFFECTIVE DATE/TERMINATION.
This Trading Plan shall become effective on April 13, 2006 and shall terminate
upon:
(a) 1,650,000 shares of the Buyer's Common Stock have been purchased pursuant to
this Trading Plan
(b) the death of the Buyer
(c) if at any time any trade contemplated hereunder shall result in a violation
or adverse consequence under the applicable securities laws; and
(d) if the Issuer engages in an underwritten offering of its securities pursuant
to the Securities Act of 1933 and the lead underwriter of such offering requires
that the Issuer's directors and executive officers enter into a market stand-off
agreement.
(e) 30th April 2007
3. MODIFICATIONS
This Trading Plan may be modified by the Buyer provided that such modification
is in writing, made in good faith and not as part of a plan or scheme to evade
prohibitions of Rule 10b-5 under the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT") and pre-cleared or acknowledged by the Issuer's designated
legal officer.
4. MARKET DISRUPTION OF OTHER DISRUPTION
Buyer understands that Broker may not be able to effect a Purchase due to a
market disruption or a legal, regulatory or contractual restriction application
to the Broker or to the relevant market. If any Purchase cannot be executed as
required by paragraph 1 above due to a market disruption, a legal, regulatory or
contractual restriction applicable to the Broker or any other event, Broker
shall effect such Purchase as promptly as practical after the cessation or
termination of such market disruption, applicable restriction or other event,
provided, that, the Purchase complies that the Trading Requirements as provided
in paragraph 1 above.
5. BUYER REPRESENTATIONS AND WARRANTS
Buyer represents and warrants that:
(a) Buyer is not aware at the time of his or her execution hereof of material
nonpublic information with respect to the Issue or any securities of the Issue
(including the Common Stock) and is entering into this Trading Plan in good
faith and not as part of a plan or scheme to evade the prohibitions of Rule
10b5-1 under the Exchange Act.
(b) Buyer is currently able to buy shares of Common Stock in accordance with the
Issuer's xxxxxxx xxxxxxx policies and Buyer has obtained the written approval of
the Issuer to enter into this Trading Plan.
6. COMPLIANCE WITH THE SECURITIES LAWS
(a) It is the intent of the parties that this Trading Plan comply with the
requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Trading
Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c)
under the Exchange Act.
(b) If applicable, buyer agrees to make all filings, if any, required under
Sections 13(d) and 16 of Exchange Act.
REVISED TRADING PLAN
This REVISED TRADING PLAN (the "TRADING PLAN"), dated June 9, 2006, between
Xxxxxx Xxx Ming Nga (the "BUYER") and Xxxxxxx & Company, Inc. (the "BROKER").
WHEREAS, the Buyer desires to establish this Trading Plan to buy a certain
amount of CDC Corporation's (the "ISSUER") Class A Common Shares, par value
$0.00025 per share (the "COMMON STOCK"); and
WHEREAS, the Buyer desires to engage Broker to effect purchase of shares of
Common Stock in accordance with the Trading Plan;
Now, therefore, the Buyer and Broker hereby agree as follows:
1. TRADING REQUIREMENTS (AMOUNT/PRICE/DATE).
Broker shall effect a Purchase (each a "PURCHASE") of Common Stock daily
commencing on June 9, 2006, in which the Common Stock is trading on the Nasdaq
National Market at a price as follows:
1) An aggregate of 180,000 shares for the price at US$4.00 or better per
share at a maximum of 20,000 shares per day;
2) An aggregate of 180,000 shares for the price at US$4.30 or better per
share at a maximum of 18,000 shares per day;
3) An aggregate of 100,000 shares for the price at US$4.50 or better per
share at a maximum of 10,000 shares per day;
4) An aggregate 70,000 shares for the price at US$4.70 or better per
share at a maximum of 5,000 shares per day.
2. EFFECTIVE DATE/TERMINATION.
This Trading Plan shall become effective on June 9, 2006 and shall terminate
upon the first to occur of any of the below:
(a) 530,000 shares of the Buyer's Common Stock have been purchased pursuant to
this Trading Plan;
(b) the death of the Buyer;
(c) if at any time any trade contemplated hereunder shall result in a violation
or adverse consequence under the applicable securities laws;
(d) if the Issuer engages in an underwritten offering of its securities pursuant
to the Securities Act of 1933 and the lead underwriter of such offering requires
that the Issuer's directors and executive officers enter into a market stand-off
agreement; and
(e) 30th April 2007.
3. TERMINATION OF PRIOR TRADING PLAN.
For the avoidance of doubt, the 10b5-1 Trading Plan dated as of April 12, 2006
between the Buyer and the Broker is hereby terminated.
4. MODIFICATIONS
This Trading Plan may be modified by the Buyer provided that such modification
is in writing, made in good faith and not as part of a plan or scheme to evade
prohibitions of Rule 10b-5 under the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT") and pre-cleared or acknowledged by the Issuer's designated
legal officer.
5. MARKET DISRUPTION OF OTHER DISRUPTION
Buyer understands that Broker may not be able to effect a Purchase due to a
market disruption or a legal, regulatory or contractual restriction application
to the Broker or to the relevant market. If any Purchase cannot be executed as
required by paragraph 1 above due to a market disruption, a legal, regulatory or
contractual restriction applicable to the Broker or any other event, Broker
shall effect such Purchase as promptly as practical after the cessation or
termination of such market disruption, applicable restriction or other event,
provided, that, the Purchase complies that the Trading Requirements as provided
in paragraph 1 above.
6. BUYER REPRESENTATIONS AND WARRANTS
Buyer represents and warrants that:
(a) Buyer is not aware at the time of his or her execution hereof of material
nonpublic information with respect to the Issuer or any securities of the Issuer
(including the Common Stock) and is entering into this Trading Plan in good
faith and not as part of a plan or scheme to evade the prohibitions of Rule
10b5-1 under the Exchange Act.
(b) Buyer is currently able to buy shares of Common Stock in accordance with the
Issuer's xxxxxxx xxxxxxx policies and Buyer has obtained the written approval of
the Issuer to enter into this Trading Plan.
7. COMPLIANCE WITH THE SECURITIES LAWS
i) It is the intent of the parties that this Trading Plan comply with the
requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and
this Trading Plan shall be interpreted to comply with the requirements
of Rule 10b5-1(c) under the Exchange Act.
ii) If applicable, Buyer agrees to make all filings, if any, required
under Sections 13(d) and 16 of Exchange Act.
8. Governing Law
This Trading Plan shall be governed by and construed in accordance with the laws
of the United States of America.
IN WITNESS WHEREOF, the undersigned have signed this Trading Plan as of the date
first written above.
/s/ Xxxxxx Xxx Xxxx Xxx
--------------------------------------------
Xxxxxx Xxx Ming Nga
/s/ J. Xxxxxxxxx Xxxxxxx, Xx.
--------------------------------------------
J. Xxxxxxxxx Xxxxxxx, Xx.
Xxxxxxx & Company, Inc.
Acknowledged
CDC Corporation
By /s/ X.X. Xxxxxx
--------------------------------------------
Name: X.X. Xxxxxx
Title: Director
