SETTLEMENT AGREEMENT

Exhibit 99.1

SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (the “Agreement”) is made and entered into as of the 18 day of December, 2012, by and among: (1) CDC Corporation, as debtor and debtor-in-possession (“CDC” or “Debtor”) and the Official Committee of Equity Security Holders of Debtor CDC Corporation (“Committee”) (together, the “Debtor Parties”); (2) Evolution Capital Management, LLC (“ECM”), Evolution CDC SPV Ltd. (“Evolution SPV”), Global Opportunities Fund Ltd., SPC, Segregated Portfolio M (f.k.a. Evolution Master Fund Ltd., SPC, Segregated Portfolio M) (“M Fund”), Evo China Fund (“Evo China”) and E1 Fund, Ltd. (“E1 Fund”) (collectively, the “Evolution Parties”); and (3) CDC Software Corporation (“CDC Software”), Xxxx Xxxxx Xxx (a.k.a. X.X. Xxxx) (“X.X. Xxxx”), Xxx Xxx Yung (a.k.a. Xxxxx Xxx) (“Yip”), Asia Pacific Online Limited (a.k.a. Asia Pacific On-line Limited) (“APOL”), Ch’ien Xxx Xxxx (a.k.a. Raymond Ch’ien) (“Ch’ien”), Xxxxxxx Xxxx-Xx Au (“Au”), Xxxxxx X. Xxxxxxxxx (“Xxxxxxxxx”), Xxxxxx Xxxx (“Xxxx”), Xxxxxx X. Xxxxx III (“Xxxxx”), Xxxx Xxxxx Chi (a.k.a. Xxxxx Xxxx) (“X. Xxxx”), and Wang Xxxxxx Xxx (a.k.a. Xxxx Xxxx) (“Wang”) (collectively, the “NY Defendant Parties”), each of which is a “Party” and all together are the “Parties.”

RECITALS

WHEREAS, on October 4, 2011, CDC filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C §§ 101-1532 (as amended, the “Bankruptcy Code”), Case No. 11-79079-PWB (the “Bankruptcy Case”) pending in the United States Bankruptcy Court for the Northern District of Georgia, Atlanta Division (the “Bankruptcy Court”);

WHEREAS, on or about April 27, 2012, the Evolution Parties filed an action alleging various torts against the NY Defendant Parties in the Supreme Court for the State of New York, entitled Evolution Capital Management, LLC, Evolution CDC SPV Ltd., Global Opportunities Fund Ltd., SPC, Segregated Portfolio M (f.k.a. Evolution Master Fund Ltd., SPC, Segregated Portfolio M), Evo China Fund and E1 Fund, Ltd. Vs. CDC Software Corporation, Xxxx Xxxxx Xxx, Xxx Xxx Yung (a.k.a. Xxxxx Xxx), Asia Pacific Online Limited (a.k.a. Asia Pacific On-line Limited), Ch’ien Xxx Xxxx (a.k.a. Raymond Ch’ien), Xxxxxxx Xxxx-Xx Au, Xxxxxx X. Xxxxxxxxx, Xxxxxx Xxxx, Xxxxxx X. Xxxxx III, Xxxx Xxxxx Chi (a.k.a. Xxxxx Xxxx), and Wang Xxxxxx Xxx (a.k.a. Xxxx Xxxx), Index No. 651395/2012, which was subsequently removed by APOL to the United States Court for the Southern District of New York, Case No. 1:12-cv-04841 (AJN) (the “New York Action”);

WHEREAS, on or about May 1, 2012, ECM filed a Proof of Claim in the Bankruptcy Case alleging various torts against the Debtor (the “ECM Proof of Claim”);

WHEREAS, the NY Defendant Parties have raised various claims for indemnification against the Debtor arising from the New York Action (the “Indemnity Claims”);

WHEREAS, on or about August 31, 2012, Debtor filed an Adversary Complaint alleging various breaches of a settlement agreement against the Evolution Parties and challenging the ECM Proof of Claim, Adversary Proceeding No. 12-05441 (the “Adversary Proceeding”);

WHEREAS, on or about October 17, 2012, ECM moved to withdraw the reference of certain portions of the Adversary Proceeding from the Bankruptcy Court to the United States District Court for the Northern District of Georgia;

WHEREAS, on or about November 6, 2012, the Committee filed an Intervenor Complaint against the Evolution Parties in the Adversary Proceeding;

WHEREAS, in light of the risks, cost, and delays associated with the disputes between the Parties arising out of: (i) the New York Litigation, (ii) the ECM Proof of Claim, and (iii) the Adversary Proceeding, the Parties have reached an agreement to settle all asserted and potential claims between or among the Parties arising out of or relating to these disputes in accordance with the terms and conditions set forth in this Agreement.

NOW THEREFORE for and in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

1. Definitions. In addition to the terms that are defined elsewhere in this Agreement, the following terms shall have the following meanings ascribed to them:

Approval Order shall mean an Order entered by the Bankruptcy Court in the Bankruptcy Case approving this Agreement and authorizing Debtor to perform under this Agreement, which Order shall, among other things, expressly provide that it will be binding upon any Chapter 7 or Chapter 11 trustee at any time appointed, and be in form and substance satisfactory to the Debtor Parties and the Evolution Parties.

Claims shall mean any and all claims (whether for indemnification, contribution or otherwise), manner of actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extants, executions, liens, obligations, liabilities, demands, losses, costs and expenses (including attorney’s fees) of any kind, character, or nature whatsoever, known or unknown, fixed or contingent, liquidated or unliquidated, matured or unmatured, in law, equity, admiralty, bankruptcy or otherwise; provided, however, that, notwithstanding anything contained herein to the contrary, “Claims” shall not include any obligations due and owing in connection with the Indemnity Claims or the Indemnity Obligations.

Estate shall mean the bankruptcy estate in the Bankruptcy Case, including all property of such estate under Section 541 of the Bankruptcy Code, and any successors thereto.

Indemnity Obligations shall mean any and all obligations that the Debtor or any other Party may have to indemnify or otherwise compensate any of the NY Defendant Parties for any and all losses, fees and expenses incurred by the NY Defendant Parties in connection with the New York Action on account of the Indemnity Claims or otherwise; provided, however, that the Parties stipulate that the Evolution Parties have no Indemnity Obligations and this paragraph shall not be construed to mean that any of the Evolution Parties have any Indemnity Obligations.

Person shall mean any individual, partnership, corporation, limited liability company, limited liability partnership, joint venture, trust, or unincorporated organization or association, any “doing business as” entity, any other form of business or commercial entity, or a government or any governmental agency or political subdivision.

Settlement Date shall mean the date upon which the Approval Order is entered.

2. Settlement Amount.

(a) To the Evolution Parties. The Debtor shall – no later than five (5) business days after entry of the Approval Order, and without further order of the Bankruptcy Court – pay to the Evolution Parties, on account of its obligations to indemnify one or more of the NY Defendant Parties, the sum of Seven Million Eight Hundred Thousand Dollars ($7,800,000.00) (the “Payment”). Payment shall be made in full by wire transmission to ECM in accordance with the wire instructions provided in Section 8 of this Agreement, unless otherwise agreed by ECM in writing. For the avoidance of doubt, no payment into escrow, to the Bankruptcy Court, or to any party or intermediary other than an entity so designated in writing by ECM shall be deemed a Payment under this Agreement. The date the wire transmission is completed is the “Payment Date.”

(b) To CDC. Software shall – no later than five (5) business days after entry of the Approval Order, and without further order of the Bankruptcy Court – pay to CDC $400,000.00. Payment shall be made in full by wire transmission to CDC in accordance with the wire instructions provided in Section 8 of this Agreement, unless otherwise agreed to by CDC.

3. Releases.

(a) Of the Evolution Parties. Effective upon the Payment Date, the Debtor Parties and NY Defendant Parties, on behalf of themselves, the Estate, and their past and present officers, directors, members, employees, principals, agents, shareholders, parents, subsidiaries, affiliates, representatives, in-house counsel, heirs, spouses, predecessors in interest, successors in interest, and assigns (the “CDC Releasors”), do hereby remise, release, acquit and forever discharge the Evolution Parties and their past and present officers, directors, members, employees, principals, agents, shareholders, parents, subsidiaries, affiliates, representatives, attorneys, heirs, spouses, predecessors in interest, successors in interest, attorneys and assigns (the “Evolution Releasees”), from any and all Claims which the CDC Releasors had, ever had or now have against any of the Evolution Parties, whether known or unknown, for, upon, or by reason of any manner, cause, or thing whatsoever from the beginning of the world to the date of this Release, or which may hereafter arise out of or be connected with, any act of commission or omission of any of the Evolution Releasees existing or occurring prior to the Settlement Date, and will not initiate, or encourage other persons or entities to initiate, or file any complaint, proceeding, grievance, appeal or action in any capacity in any forum against the Evolution Releasees on account of any of the Claims released herein; provided, however, that nothing herein shall be construed to release Claims for breach of this Settlement Agreement or release of any of the Indemnity Obligations.

(b) Of the Debtor Parties and NY Defendant Parties. Effective upon the Payment Date, the Evolution Parties, on behalf of themselves and their past and present officers, directors, members, employees, principals, agents, shareholders, parents, subsidiaries, affiliates, representatives, in-house counsel, heirs, spouses, predecessors in interest, successors in interest, and assigns (the “Evolution Releasors”), do hereby remise, release, acquit and forever discharge the Debtor Parties and NY Defendant Parties and their past and present officers, directors, members, employees, principals, agents, shareholders, parents, subsidiaries, affiliates, representatives, attorneys, heirs, spouses, predecessors in interest, successors in interest, attorneys and assigns (the “CDC Releasees”), from any and all Claims which the Evolution Releasors had, ever had or now have against any of the Debtor Parties or NY Defendant Parties, whether known or unknown, for, upon, or by reason of any manner, cause, or thing whatsoever from the beginning of the world to the date of this Release, or which may hereafter arise out of or be connected with, any act of commission or omission of any of the CDC Releasees existing or occurring prior to the Settlement Date, and will not initiate, or encourage other persons or entities to initiate, or file any complaint, proceeding, grievance, appeal or action in any capacity in any forum against the CDC Releasees on account of any of the Claims released herein; provided, however, that nothing herein shall be construed to release Claims for breach of this Settlement Agreement or release of any of the Indemnity Obligations.

4. Dismissal of Actions and Release of ECM Reserve. After entry of the Approval Order and no later than five (5) business days after the Payment being wired as per this Agreement: (i) the Evolution Parties shall dismiss, or cause to be dismissed, the New York Action with prejudice and with each party to bear its own costs; (ii) ECM and Debtor shall withdraw, or cause to be withdrawn, the ECM Proof of Claim; and (iii) the Debtor Parties shall dismiss, or cause to be dismissed, the Adversary Proceeding with prejudice and with each party to bear its own costs. Notwithstanding anything herein to the contrary, the foregoing shall not limit, amend, modify or otherwise affect the Indemnity Obligations in any way.

5. Release of Evolution and Litigation Expense Reserves. Upon Payment being wired to the Evolution Parties as provided herein, the $32.5 million reserve for the ECM Proof of Claim may be released to the Estate and all but $1.0 million of the Litigation Expense Reserve may be released. Upon satisfaction in full of all claims for reimbursement of litigation expense costs of those NY Defendant Parties to whom Debtor has acknowledged an obligation to pay defense costs, any remaining Litigation Expense Reserve may be released to the Estate.

6. Approval of Bankruptcy Court. This Agreement shall not become effective unless and until approved by entry of the Approval Order by the Bankruptcy Court after such notice to creditors and other parties in interest and a hearing or opportunity for hearing, as deemed appropriate by the Bankruptcy Court. Upon the execution and delivery of this Agreement by each Party hereto, CDC promptly shall file in the Bankruptcy Case a motion (the “Settlement Motion”) seeking expedited Bankruptcy Court approval of this Agreement in the month of December, 2012. The Parties shall cooperate in seeking Bankruptcy Court approval of this Agreement and shall use their best efforts to have the Approval Order entered by December 19, 2012, including, without limitation, attending any hearing before the Bankruptcy Court on the Settlement Motion, such that Payment is made and the ECM Reserve is released by December 31, 2012.

7. Notices. All notices, requests and demands to or upon a Party shall be in writing and sent by facsimile transmission and overnight courier, and, unless otherwise expressly provided herein, shall be deemed to have been validly served by the sending Party on the date of transmission and deemed received by the noticed Party one (1) business day after transmission, when addressed as follows:

		If to Debtor Parties:		Xxxxxx X. Xxxxxx
				Xxxxxx, Xxxxxx and Company
				0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
				Xxxxxxx, XX 00000
				Tel: (000) 000-0000
				Fax: (000) 000-0000
		With a copy to:		Xxxxx X. Xxxxxxx
				Xxxxxxx X. Xxxxx
				Lamberth, Cifelli, Xxxxxx, Xxxxx & Xxxxx, P.A.
				0000 Xxxxxxxxx Xxxx, XX
				Xxxx Xxxxx, Xxxxx 000
				Xxxxxxx, XX 00000
				Telephone: (000) 000-0000
				Facsimile: (000) 000-0000
				J. Xxxxx Xxxxxxxx, Xx.
				Xxxxxxxx Xxxxxxx, LLP
				000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 0000
				Xxxxxxx, XX 00000-0000
				Telephone: (000) 000-0000
				Facsimile: (000) 000-0000
		If to Evolution Parties:		Xxxxxxx Xxxxxxxx
				Evolution Capital Management LLC
				0000 Xxxxxxx Xxxx, Xxxxx 000 X
				Xxxxx Xxxxxx, Xxxxxxxxxx 00000
				Tel: (000) 000-0000
				Fax: (000) 000-0000
		With a copy to:		Xxxxx X. Xxxxxxx
				Xxxxxxxxx Xxxxxxxx Xxxxx & Xxxxx LLP
				000 Xxxx Xxxxxx, 00xx Xxxxx
				Xxx Xxxx, Xxx Xxxx 00000
				Tel: (000) 000-0000
				Fax: (000) 000-0000
				-and-

				C. Xxxxxx Xxxxx
				Parker, Hudson, Rainer & Xxxxx, LLP
				1500 Marquis Two Tower
				000 Xxxxxxxxx Xxxxxx Xxxxxx, XX
				Xxxxxxx, XX 00000
				Telephone: (000) 000-0000
				Facsimile: (000) 000-0000
		If to NY Def. Parties:		Xxxxxx X. Xxxxxxxx
				Holwell Xxxxxxx & Xxxxxxxx LLP
				000 Xxxxx Xxxxxx, 00xx Xxxxx
				Xxx Xxxx, XX 00000
				Telephone: (000) 000-0000
				Facsimile: (000) 000-0000
				Counsel for Xxxxx Xxx and Asia Pacific Online Ltd.
				Xxxxxxx Xxxxx
				Xxxxxxxx & Xxxxx LLP
				000 Xxxxxxxxx Xxxxxx
				Xxx Xxxx, Xxx Xxxx 00000
				Telephone: (000) 000-0000
				Facsimile: (000) 000-0000
				Counsel for CDC Software Corporation
				Xxxx Xxxxx Xxxxxxxx
				Xxxxxxxxxxx G. Xxxxxxxxxxxx
				Xxxxxx & Xxxxxxx LLP
				00 Xxxx 00xx Xxxxxx
				Xxx Xxxx, Xxx Xxxx 00000-0000
				Telephone: 000.000.0000
				Facsimile: 212.953.7201
				Counsel for Xxxx Xxxxx Kiu (a.k.a. X.X. Xxxx), Ch’ien
				Xxx Xxxx (a.k.a. Raymond Ch’ien), Xxxxxx X. Xxxxx III,
				Xxxx Xxxxx Chi (a.k.a. Xxxxx Xxxx), and Xxxx
				Xxxxxx Xxx (a.k.a. Xxxx Xxxx)

Xxxxxx X. Xxxxx

Xxxxx Xxxxxx Xxxxx & Xxxxx

0000 Xxxxxxxxxx Xxxx., Xxxxx 000

Xxxxxxx, XX 00000

Telephone: (000) 000-0000 x000

Facsimile: (000) 000-0000

Counsel for Xxxxxx Xxxx

Xxxx X. Xxxxx

Xxxxx Day

000 Xxxxx Xxxxxx Xxxxxx

Xxxxxxxx Xxxxx

Xxx Xxxxxxx, XX 00000

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

Counsel for Xxxxxxx Xxxx-Xx Au

Xxxxxxx X. Xxxxx

Lankler Siffert & Xxxx LLP

000 Xxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

Counsel for Xxxxxx X. Xxxxxxxxx

Any Party may change the address at which that Party shall receive notice or the name of the person receiving a copy of such notice by furnishing the other Party a change of address or change of person receiving copies of notice in the manner set forth herein for the giving of notices. A notice of change of address or change of person receiving copies shall become effective five (5) business days after delivery.

8. Wire Instructions. Payment of the Settlement Amount shall be by means of a wire transfer of immediately available funds to ECM in accordance with the following wire transfer instructions:

Bank: Bank of America N.A.

9. No Admission of Liability. This Agreement shall not in any way be construed as an admission by any Party of any acts of misconduct whatsoever against any other Party or Person, and all Parties specifically disclaim any liability to any other Party or Person, except as otherwise stated in this Agreement. The Parties specifically acknowledge and agree that this Agreement is made to compromise and settle the Parties’ respective rights, defenses and Claims and that neither this Agreement nor any action taken pursuant to this Agreement shall be offered or received in evidence in any action or proceeding as an admission of liability or wrongdoing of any nature on the part of any Party.

10. Authority. Subject to the entry of the Approval Order, each of the Parties represents and warrants to the other that it has full power and authority to enter into this Agreement.

11. No Prior Transfer or Assignment. Each Party hereby represents and warrants that every Claim or other matter released by such Party under Section 3 of this Agreement: (a) has not heretofore been assigned or encumbered by such Party (or if previously assigned or encumbered by a Party, has been assigned back to such Party and the encumbrance released) and is not the subject of a transfer (as the term “transfer” is defined in 11 U.S.C. § 101(54)), by such Party; and (b) such Party owns and has the power to grant the releases which said Party is purporting to release under Section 3 of this Agreement.

12. Certain Representations and Warranties. Each of the Parties represents and warrants to the others, as an inducement for the others to enter into this Agreement, that:

(a) Such Party has read and understands all of the terms and conditions set forth in this Agreement;

(b) Such Party has had the benefit of legal counsel of its own choosing in deciding to execute this Agreement;

(c) Such Party, without promise of benefit other than as set forth herein, is voluntarily entering into this settlement;

(d) There is good and valid consideration to support such Party’s entering into this Agreement and to bind such Party by the terms and conditions of this Agreement; and

(e) Such Party was not coerced, threatened or otherwise forced to sign this Agreement, and its signature appearing below is voluntary and genuine and was duly and validly authorized and given.

13. Parties to Bear Own Costs. Except as otherwise stated in this Agreement, each Party to this Agreement shall bear its own costs (including attorneys’ fees) incurred in connection with the negotiation, preparation and execution of this Agreement and any other agreements, instruments, or documents executed in accordance with the terms of this Agreement. Notwithstanding the foregoing or anything else contained herein to the contrary, nothing in this Agreement shall constitute or be deemed to be a release, waiver, or modification, or otherwise affect any of the Indemnity Claims or the Indemnity Obligations.

14. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement, and the signature pages from any counterpart may be appended to any other counterpart to assemble fully-executed counterparts. Counterparts of this Agreement also may be exchanged via electronic facsimile machines or computer, and any such electronic transmission of any Party’s signature shall be deemed to be an original signature for all purposes.

15. Entire Agreement. This Agreement sets forth all of the promises, covenants, agreements, conditions and understandings between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, inducements or conditions, express or implied, each Party specifically warrants that this Agreement is executed without reliance upon any statement or representation by the other Party, except as expressly stated in this Agreement,

16. Amendment. The terms of this Agreement shall not be altered, amended, modified or otherwise changed in any respect except by a writing duly executed by all the Parties.

17. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

18. Binding Agreement. This Agreement shall be binding upon, and inure to the benefit of, the Parties, the Estate, and the respective agents, legal representatives, successors, transferees, administrators, heirs and assigns of the Parties, including, without limiting the foregoing, any subsequent committee, Chapter 7 Trustee, Chapter 11 Trustee, Liquidation Trust, Liquidation Trustee, or plan administrator. No Chapter 11 plan of reorganization or liquidation proposed by CDC or confirmed by the Bankruptcy Court shall amend or alter any of the covenants, obligations, terms or conditions of this Agreement.

19. Construction. Should any provision of this Agreement require interpretation, the Parties agree that the judicial body or arbitration forum interpreting or construing such provision shall not apply any assumption that the terms of this Agreement shall be more strictly construed against any Party because of the rule of construction that an instrument is to be construed more strictly against the drafting Party, each Party hereby acknowledging and agreeing that all Parties and their respective agents have participated in the preparation of this Agreement.

20. Section Headings; References: Gender and Number. The titles of the Sections herein have been inserted as a matter of convenience and for reference only and shall not control or affect the meaning or construction of any of the terms or the provisions in the Section. Words of any gender used in this Agreement shall be deemed to include the other gender or the neuter, and words in the singular shall be deemed to include the plural and the plural to include the singular when the sense requires,

21. Governing Law. This Agreement shall be construed under and governed by the internal laws of the State of New York.

22. No Waiver. No failure of a Party to notify any other Party of any default shall prejudice any remedy for any subsequent defaults. No failure of a Party to insist on strict compliance by any other Party with its obligations under this Agreement and no custom or practice of the Parties in variance with the terms of this Agreement shall constitute a waiver of the patty’s right to demand exact compliance with the terms of this Agreement. Any waiver by a Party of a default shall be limited to the particular instance and shall not operate or be deemed to waive any further default.

23. Further Documents. Each Party agrees to execute promptly any and all documents and to do and perform any and all acts and things reasonably necessary or proper to effectuate or further evidence the terms and provisions of this Agreement.

24. Bankruptcy Court Jurisdiction. An action for breach of this Agreement shall be brought only in the Bankruptcy Court, which shall retain jurisdiction over the subject matter and the Parties for this purpose.

25. Restoration. In the event that the Bankruptcy Court denies approval of this Agreement, this Agreement shall terminate and be null and void and have no further force or effect and the Parties shall be restored to their respective factual and legal positions which existed immediately prior to execution of this Agreement.

26. Party in Interest. Nothing in this Agreement shall be construed to prohibit any Party from appearing as a party in interest in any matter to be adjudicated in the Bankruptcy Case so long as such appearance and the positions advocated in connection therewith are not inconsistent with this Agreement.

IN WITNESS WHEREOF, the Parties have at their hands and seals, or their appropriate officer or agent has executed this Agreement, on the date first written above.

CDC Corporation		Evolution CDC SPV Ltd.
/s/ Xxxxxx X. Xxxxx		/s/ Xxxxxxx Xxxxxxxx
By: Xxxxxx X. Xxxxx		By: Xxxxxxx Xxxxxxxx
Its: Secretary and General Counsel		Its: Director

Evolution Capital Management, LLC		Evolution Master Fund Ltd., SPC, Segregated Portfolio M
/s/ Xxxxxxx Xxxxxxxx
		/s/ Xxxxxxx Xxxxxxxx
By: Xxxxxxx Xxxxxxxx
		By: Xxxxxxx Xxxxxxxx
Its: General Counsel
		Its: Director
Evo China Fund		E1 Fund, Ltd.
/s/ Xxxxxxx Xxxxxxxx		/s/ Xxxxxxx Xxxxxxxx
By: Xxxxxxx Xxxxxxxx		By: Xxxxxxx Xxxxxxxx
Its: Director		Its: Director
CDC Software Corporation		Asia Pacific Online Limited
/s/ Xxxxx X. Xxxxxx		/s/ Xxxxxx Xxx Ming Nga
By: Xxxxx X. Xxxxxx		By: Xxxxxx Xxx Ming Nga
Its: Secretary		Its: Authorized Signatory
Xxxx Xxxxx Xxx (a.k.a. X.X. Xxxx)		Xxxxxx Xxxx
/s/ Xxxxx Xxx Xxxx		/s/ Xxxxxx Xxxx
Xxx Xxx Yung (a.k.a. Xxxxx Xxx)		Xxxxxx X. Xxxxx III
/s/ Xxxxx Xxx		/s/ Xxxxxx X. Xxxxx III
Ch’ien Xxx Xxxx (a.k.a. Raymond Ch’ien)		Xxxx Xxxxx Chi (a.k.a. Xxxxx Xxxx)
/s/ Xxxxxxx X.X. Ch’ien		/s/ Xxxxx Xxxx

Xxxxxxx Xxxx-Xx Au		Wang Xxxxxx Xxx (a.k.a. Xxxx Xxxx)
/s/ Xxxxx Au		/s/ Wang Xxxxxx Xxx
Xxxxxx X. Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxx