Trading Plan
Exhibit 2
This Trading Plan (the “Trading Plan”), dated May 15, 2009, between Xxxxxx Xxx Xxxx
Xxx (the “Buyer”) and JMP Securities (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 May 18, 2009 , in which the Common Stock is trading on the Nasdaq National Market at
a price as follows:
| Daily Limit | Cumulative Limit | |||||||
| Range | (Share Amount) | (Share Amount) | ||||||
$1.28 or better |
10,000 | 30,000 | ||||||
$1.18 or better |
10,000 | 40,000 | ||||||
$1.08 or better |
15,000 | 50,000 | ||||||
$1.00 or Better |
20,000 | 60,000 | ||||||
Total Accumulation |
55,000 | 180,000 | ||||||
2. Effective Date/Termination.
This Trading Plan shall become effective on May 18, 2009 and shall terminate upon:
| (a) | 180,000 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) | May 13, 2010 |
3.
Termination of Prior Trading Plan.
For the
avoidance of doubt, the 10b5-1 Trading Plan dated of August 27, 2008 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 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-l 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/ Xxxxxx Xxx | ||||
| JMP Securities | ||||
| Acknowledged: | ||||
| CDC Corporation | ||||
By |
/s/ Wang Xxxxxx Xxx | |||
| Name: Wang Xxxxxx Xxx | ||||
| Title: Director | ||||
