UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

December 1017, 2012

Commission File Number: 000-30134

CDC CORPORATION

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

11/F, ING Tower

308 Des Voeux Road Central

Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: ~~x Form 20-F ¨ Form~~ ~~40-F~~

x Form 20-F ¨ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: ~~¨ Yes x No~~

¨ Yes x No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a

Update on Chapter 11 and Related Court Proceedings

~~Motion~~Settlement ~~for Approval~~ of ~~Reserves~~Evolution ~~Required~~Litigation ~~for Initial Distribution to Equity Holders Under Confirmed Joint Plan of Reorganization and for Approval of Final Form of Liquidation Trust Agreement, and Notice of Hearing~~

As previously disclosed, on ~~September~~April 627, 2012, ~~the~~ UEvolution Capital Management, LLC (“ECM”), Evolution CDC SPV Ltd.S, Global Opportunities Fund Ltd., ~~Bankruptcy~~SPC, ~~Court~~Segregated ~~for~~Portfolio ~~the~~M ~~Northern~~(f.k.a. “Evolution ~~District~~Master ofFund ~~Georgia~~Ltd., SPC, Segregated Portfolio M”), Evo China Fund and E1 Fund Ltd. (the “~~Court~~Evolution Parties”) filed a complaint in the ~~Chapter~~Supreme 11Court ~~bankruptcy~~of ~~proceeding~~the State of New York, New York County against Aptean (~~the~~f.k.a. CDC Software Corporation) (“~~Bankruptcy~~CDC ~~Proceeding~~Software”), Asia Pacific Online Limited and certain former directors and officers of CDC Software and CDC Corporation (collectively, the “~~Company”~~New orYork ~~“Debtor~~Defendant Parties”), ~~entered~~alleging ~~its~~tortious interference ~~Findings~~with ofprospective ~~Fact~~business relations, ~~Conclusions~~breaches of ~~Law~~fiduciary duty, malicious prosecution, alter ego liability, and ~~Order~~libel ~~Under~~per 11se, ~~U.S.C.~~seeking §compensatory ~~1129(a)~~damages ~~and~~in ~~(b) and~~excess ~~Fed~~of $15.~~R.Bankr.P.~~0 ~~3020~~million, ~~Confirming~~plus ~~the~~punitive ~~Second~~damages, ~~Amended~~attorney’s ~~Joint~~fees, ~~Plan~~interest ofand ~~Reorganization~~costs, relating ofto alleged actions taken by CDC Corporation, CDC Software, and the New York Defendant Parties in relation to the previously disclosed Evolution litigation (the “~~Plan~~New York Action”).

~~The~~On ~~Plan~~or ~~provides~~about ~~for~~May 1, ~~the~~2012, ~~formation~~ECM offiled a ~~Liquidation~~proof ~~Trust and for substantially all~~ of ~~Debtor’s~~claim ~~assets~~in tothe beChapter ~~transferred~~11 tobankruptcy ~~the Liquidation~~proceedings ~~Trust. Upon~~ (the ~~establishment~~“Bankruptcy Proceeding”) of ~~the~~CDC ~~Liquidation~~Corporation ~~Trust,~~ (the ~~Liquidation~~“Company” ~~Trustee~~or ~~will~~“Debtor”) ~~become~~currently ~~the~~pending ~~representative~~in of the ~~Estate~~U.S. ~~and~~Bankruptcy ~~perform~~Court ~~his~~for ~~duties under~~ the ~~Liquidation~~Northern ~~Trust,~~District ~~which include making distributions to holders~~ of ~~Beneficial Interests~~Georgia in (the ~~Liquidation~~“Court”), ~~Trust~~alleging asvarious ~~set~~torts ~~forth~~against in the ~~Plan~~Debtor ~~and~~(the ~~paying~~“ECM ~~Liquidation~~Proof ~~Trust Expenses~~of Claim”).

~~Before~~On ~~any~~or ofabout ~~the Debtor’s~~August 31, ~~assets~~2012, ~~are transferred to~~ the ~~Liquidation~~Debtor ~~Trust~~filed ~~and~~an ~~any~~Adversary ~~subsequent~~Complaint ~~distribution~~against ~~can be made to~~ the ~~holders~~Evolution ~~of Beneficial Interests in the Liquidation Trust (i.e., equity security holders), appropriate reserves for Effective Date~~Parties ~~Available~~alleging ~~Cash,~~various ~~Disputed~~breaches ~~Claims,~~of ~~and~~a ~~Disputed~~settlement ~~Equity~~agreement ~~Interests must be established~~ and ~~approved~~challenging by the ~~Court.~~ECM InProof ~~addition, prior to any distribution to holders~~ of ~~Beneficial~~Claim ~~Interests in~~ (the ~~Liquidation~~“Adversary ~~Trust, the Liquidation Trustee must reserve for Liquidation Trust Expenses to insure sufficient funds to pay such expenses~~Proceeding”).

On ~~December~~or about November 36, 2012, the ~~Company~~Official ~~filed~~Committee ~~a Motion for Approval~~ of ~~Reserves Required for Initial Distribution to~~ Equity Security Holders ~~under Confirmed Joint Plan~~ of ~~Reorganization~~CDC ~~and~~Corporation ~~for~~(the ~~Approval~~“Committee”) offiled ~~Final~~an ~~Form~~Intervenor ofComplaint ~~Liquidation~~against ~~Trust Agreement (~~the ~~“Motion”)~~Evolution ~~with~~Parties in the Adversary ~~Court~~Proceeding. ~~seeking:~~

~~(i)~~In ~~entry~~addition, ofthe anNew ~~order~~York ~~approving~~Defendant Parties have raised various claims for indemnification against the Debtor ~~reserves~~arising ~~described~~from the New York Action, and have filed proofs of claim in the ~~Motion~~Bankruptcy Proceeding seeking indemnification from the Debtor for any and ~~set~~all ~~forth~~losses, onfees ~~Exhibit~~and ~~“A”~~expenses toincurred by them in connection with the ~~Motion;~~New York Action (collectively, the “Indemnity Claims”).

~~(ii)~~As a ~~finding~~result of the ~~Court~~New ~~that~~York ~~the~~Action ~~reserves~~and ~~proposed~~the inECM ~~the~~Proof ~~Motion~~of ~~are~~Claim, ~~sufficient~~pursuant to Order ~~pay~~of the Court dated October 18, or2012, ~~reserve~~the ~~for~~Debtor has established two separate reserves: (a) the ~~payment~~“Evolution Reserve” in the amount of, ~~all~~$32.5 ~~claims~~million, ~~against~~to satisfy the Debtor’s inobligations, ~~full;~~if any, to

~~(iii)~~ make apayment ~~finding~~to ofECM in connection with the ~~Court~~ECM ~~that,~~Proof ~~after~~of ~~the~~Claim ~~establishment~~and/or any payment required to be made in connection with any of the ~~reserves~~Indemnity asClaims; ~~proposed~~and (b) the “Litigation Expense Reserve” in the ~~Motion,~~initial amount of $10.0 million to satisfy the Debtor’s ~~has~~obligations, ~~complied~~if ~~with~~any, ~~all~~to ~~requirements~~advance ~~under~~or ~~the~~otherwise ~~Plan~~make orpayment on any of the ~~Confirmation~~Indemnity ~~Order~~Claims tofor ~~establish~~fees ~~reserves~~and ~~prior~~other toexpenses incurred by any of the ~~Effective~~New ~~Date,~~York ~~that~~Defendant Parties ~~such~~in the New York Action.

~~reserves~~In ~~are~~light ~~sufficient~~of ~~for~~the risks, cost, and delays associated with the ~~Effective~~disputes ~~Date~~between ~~under~~the Parties arising out of: (i) the ~~Plan~~New toYork ~~occur~~Action, (ii) the ECM Proof of Claim, and ~~that~~(iii) the ~~such~~Adversary ~~reserves~~Proceeding, ~~are~~the ~~sufficient~~Company ~~for~~and the ~~Liquidation~~Committee ~~Trustee~~(together, tothe ~~proceed~~“Debtor ~~with~~Parties”), the ~~initial~~Evolution ~~distribution~~Parties, and the New York Defendant Parties (collectively, the “Parties”) have reached tentative agreements to ~~holders~~settle all asserted and potential claims between or among the Parties arising out of ~~Beneficial~~or ~~Interests~~relating into ~~accordance~~these ~~with~~disputes (the ~~Plan;~~“Settlements”). ~~and~~

~~(iv)~~The ~~approval~~Settlements, the terms of which are set forth in both an agreement between the ~~final~~Evolution ~~form~~Parties, ofthe Debtor Parties and the ~~Liquidation~~New ~~Trust~~York Defendant Parties (the “Evolution Settlement Agreement”) and an agreement between the ~~distribution~~Debtor ~~schedule~~Parties toand bethe ~~subsequently~~New ~~filed~~York asDefendant ~~supplements~~Parties to(the “Side Agreement”) generally provide that, following entry of an order of the ~~Motion.~~Court approving the Settlements:

~~Debtor~~(i) ~~proposes~~ the ~~establishment~~Debtor ofshall ~~reserves~~pay in the ~~total~~Evolution ~~amount~~Parties the sum of $~~73,372,846~~7.~~71,~~8 ~~which are described in detail on Exhibit “A” to the Motion~~million, and ~~seeks~~CDC ~~the~~Software ~~Court’s~~will ~~approval~~pay ~~thereof, in order for~~ the ~~Effective~~Debtor ~~Date to occur and a distribution to holders of Beneficial Interests to be made.~~ $400,000;

As(ii) ofall ~~October 31,~~Parties ~~2012,~~shall ~~the~~mutually ~~Debtor~~release ~~held~~each ~~cash~~other infrom ~~the~~all ~~amount~~claims ofrelated ~~$161,519,625.70~~to ~~from~~or ~~the~~arising ~~sale~~out of ~~the~~or ~~CDC~~connected ~~Software~~with ~~Shares.~~the New York Action;

In(iii) the ~~event~~New ~~the~~York ~~Court~~Action ~~approves~~and the ~~reserves~~Adversary ~~proposed~~Proceeding inwill ~~the~~be ~~Motion~~dismissed, ~~the~~with ~~Debtor~~prejudice ~~estimates~~with ~~that~~each ~~cash~~party ~~available for a distribution~~ to ~~Beneficial~~ ~~Interests~~bear ~~will~~its ~~equal~~own ~~$88,146,778.99.~~ costs;

~~Under the Notice of Hearing dated December 3, 2012~~ (~~the “Notice”~~iv), aECM ~~hearing~~will ~~has~~withdraw ~~been scheduled on~~ the ~~Motion~~ECM inProof ~~Courtroom~~of ~~1401,~~Claim; ~~United States Courthouse, 75 Spring Street, S.W., Atlanta, Georgia, at 10:00 a.m. on December 18, 2012.~~ and

~~The~~(v) ~~foregoing~~Upon ~~descriptions~~payment ofbeing ~~the~~made ~~Motion~~to ~~and~~ the ~~Notice~~Evolution ~~are~~Parties ~~qualified~~as inprovided ~~their~~above, ~~entirety by~~ the ~~full~~Evolution ~~text~~Reserve ofand ~~such~~all ~~documents~~but ~~which are attached as Exhibit 99.~~$1 ~~and Exhibit 99~~.20 ~~hereto,~~million ~~and~~of ~~incorporated~~the ~~herein~~Litigation byExpense ~~reference.~~Reserve ~~Terms~~will ~~not~~be ~~specifically~~released ~~defined~~for ~~herein~~the ~~shall~~benefit ~~have~~of the ~~meaning ascribed therein~~Estate.

The foregoing description of the Settlements is qualified in its entirety by the full text of the Evolution Settlement Agreement and the Side Agreement, copies of which are attached as exhibits to the Settlement Motion (as hereinafter defined).

On December 12, 2012, the Company filed certain motions with the Court: (i) seeking Court authorization and approval of the Evolution Settlement Agreement and the Side Agreement, as well as authorization to release the Evolution Reserve and the Litigation Expense Reserve upon the terms set forth in the Evolution Settlement Agreement (the “Settlement Motion”); and (ii) seeking an order expediting the hearing on the Settlement Motion (the “Expediting Motion”).

On December 13, 2012, the Court granted the Expediting Motion and a Notice of Hearing (the “Notice of Hearing”) was issued. Under the Notice of Hearing, a hearing is scheduled to be held in Courtroom 1401, United States Courthouse, 75 Spring Street, S.W., Atlanta, Georgia, at 10:00 a.m. on December 18, 2012.

Copies of the Settlement Motion, the Expediting Motion and the Notice of Hearing are attached hereto as Exhibit 99.1, 99.2 and 99.3, respectively, and incorporated herein by reference.

Update on Reserves and Distribution to Holders of Beneficial Interests

If the Settlements are approved, the previously proposed reserve amounts will be revised to a total proposed reserve of $32,735,576.

In the event the Court approves both the revised reserve amounts and the Settlement Motion, the Debtor estimates that cash available for a distribution to Beneficial Interests will equal approximately $120,790,784.04.

Forward-looking Statements

This Form 6-K includes “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook,” or similar expressions. Additionally, forward-looking statements may include statements regarding: (i) any course of dealing with ~~Disputed~~respect ~~Claims~~to the orNew ~~Disputed~~York ~~Equity~~Action, ~~Interests~~the Evolution Parties, the New York Defendants and the Settlements; (ii) the final approval and execution of the Settlements; (iii) any course of action the Company may take in the future with respect to the Settlements and the Bankruptcy Proceeding, including, without limitation, any considerations, procedures, amounts or timelines relating to the Second Amended Joint Plan of Reorganization of CDC Corporation or any expectations regarding reserves and the amounts thereof, including reserves for Effective Date Available Cash, which may be subject to change; (~~iii~~iv) any expectations regarding the amount of cash available for a distribution to holders of Beneficial Interests in the Liquidation Trust; (v) any expectations regarding Liquidation Trust Expenses; and (vi) other matters or events that are not historical fact, the achievement of which involve risks, uncertainties and assumptions, many of which are beyond the Company’s control. These statements are based on management’s current expectations and are subject to risks and uncertainties and changes in circumstances. If any such risks or uncertainties materialize or if

~~regarding the amount of cash available for a distribution to holders of Beneficial Interests in the Liquidation Trust; (iv)~~ any ~~expectations regarding Liquidation Trust Expenses; and (v) other matters or events that are not historical fact, the achievement~~ of ~~which involve risks, uncertainties and assumptions, many of which are beyond~~ the Company’s control. These statements are based on management’s current expectations and are subject to risks and uncertainties and changes in circumstances. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, the Company’s results could differ materially from the results expressed or implied by the forward-looking statements contained herein. All forward-looking statements included in this Form 6-K are based upon information available to management as of the date of this Form 6-K, and you are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this Form 6-K. The Company assumes no obligation to update or alter the forward-looking statements whether as a result of new information, future events or otherwise. For these and other reasons, investors are cautioned not to place undue reliance upon any forward-looking statement in this Form 6-K.

ExhibitNo.		Description of Exhibit
99.1		~~Motion~~Settlement ~~for Approval of Reserves Required for Initial Distribution to Equity Holders under Confirmed Joint Plan of Reorganization and for Approval of Final Form of Liquidation Trust Agreement~~Motion
99.2		~~Notice~~Motion offor Order Expediting Hearing
99.3		Notice of Hearing

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 1017, 2012


CDC CORPORATION

By:		/s/ Marcus A. Watson
Name:		Marcus A. Watson
Title:		Chief Restructuring Officer

EXHIBIT INDEX

ExhibitNo.		Description of Exhibit
99.1		~~Motion~~Settlement ~~for Approval of Reserves Required for Initial Distribution to Equity Holders under Confirmed Joint Plan of Reorganization and for Approval of Final Form of Liquidation Trust Agreement~~Motion
99.2		~~Notice~~Motion offor Order Expediting Hearing
99.3		Notice of Hearing

Filing Compare · CDC CORP