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~~January 179, ~~2012~~2013

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

~~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

Settlement of Evolution Litigation

AsOn ~~previously disclosed, on April~~December 2719, 2012, ~~Evolution~~the ~~Capital Management, LLC (“ECM”), Evolution CDC SPV Ltd~~U.,S. ~~Global~~Bankruptcy ~~Opportunities~~Court ~~Fund~~for ~~Ltd.,~~the ~~SPC,~~Northern ~~Segregated~~District ~~Portfolio~~of MGeorgia (~~f.k.a. “Evolution~~the ~~Master Fund Ltd., SPC, Segregated Portfolio M~~“Court”), ~~Evo~~entered ~~China~~an ~~Fund~~order ~~and E1 Fund Ltd.~~ (the “~~Evolution~~Settlement ~~Parties~~Order”) ~~filed~~approving athe ~~complaint~~settlement inof ~~the~~all asserted ~~Supreme~~and ~~Court~~potential ofclaims ~~the~~between ~~State~~or ofamong ~~New~~Evolution ~~York,~~Capital ~~New~~Management ~~York~~and ~~County~~certain ~~against~~affiliates thereof, Aptean (f.k.a. CDC Software Corporation) (“CDC Software”), Asia Pacific Online Limited and certain former directors and officers of CDC Software and CDC Corporation (collectively, the “New York Defendant Parties”), ~~alleging~~upon ~~tortious~~the ~~interference with~~terms ~~prospective business relations, breaches of fiduciary duty, malicious prosecution, alter ego liability,~~ and ~~libel~~conditions ~~per~~described ~~se, seeking compensatory damages~~ in ~~excess~~that ofcertain ~~$15.0~~Current ~~million,~~Report ~~plus~~on ~~punitive~~Form ~~damages,~~6-K ~~attorney’s~~of ~~fees, interest and costs, relating to alleged actions taken by~~ CDC Corporation, ~~CDC~~(“Debtor” ~~Software,~~or ~~and~~ the ~~New York Defendant Parties in relation to the previously disclosed Evolution litigation (the~~ “~~New York Action~~Company”) dated December 17, 2012.

OnThe orSettlement ~~about~~Order ~~May 1,~~also ~~2012,~~authorizes ~~ECM~~the ~~filed~~release ~~a proof~~ of ~~claim~~certain inreserves ~~the~~related ~~Chapter~~to ~~11 bankruptcy proceedings (~~the ~~“Bankruptcy Proceeding”)~~Evolution oflitigation ~~CDC~~and ~~Corporation~~other ~~(the~~litigation ~~“Company” or “Debtor”) currently pending in the U~~expenses.S. ~~Bankruptcy Court for the Northern District of Georgia (the “Court”), alleging various torts against the Debtor (the “ECM Proof of Claim”).~~

On ~~or about August~~December 3118, 2012, the ~~Debtor~~Settlement ~~filed~~Agreement anand ~~Adversary~~Side ~~Complaint~~Agreement ~~against~~(as defined in the ~~Evolution~~December 17, ~~Parties alleging~~2012 ~~various~~Form ~~breaches~~6-K) ofwere aexecuted ~~settlement~~by ~~agreement~~all ~~and~~parties ~~challenging~~thereto. In connection with the ~~ECM~~foregoing, ~~Proof~~on December 21, 2012, the Company paid an aggregate of ~~Claim~~$7.8 (million to the ~~“Adversary~~Evolution ~~Proceeding”)~~Parties.

OnThe orforegoing ~~about~~description ~~November 6,~~of ~~2012~~the Settlement Agreement, ~~the~~Side ~~Official~~Agreement ~~Committee~~and ofSettlement ~~Equity~~Order ~~Security~~is ~~Holders~~qualified ofin ~~CDC~~its ~~Corporation~~entirety (by the ~~“Committee”)~~text ~~filed~~of such andocuments, ~~Intervenor~~copies ~~Complaint~~of ~~against~~which ~~the~~are ~~Evolution~~attached ~~Parties~~hereto inas ~~the Adversary~~Exhibits ~~Proceeding~~99.1, 99.2 and 99.3, respectively, and incorporated herein by reference.

InApproval ~~addition,~~of ~~the~~Reserves ~~New~~Required ~~York Defendant Parties have raised various claims~~ for ~~indemnification~~Initial ~~against~~Distribution ~~the Debtor~~to ~~arising~~Equity ~~from~~Holders ~~the New York Action,~~ and ~~have~~Final ~~filed~~Form ~~proofs~~ of ~~claim~~Liquidation inTrust ~~the~~Agreement Bankruptcy Proceeding seeking indemnification from the Debtor for any and all losses, fees and expenses incurred by them in connection with the New York Action (collectively, the “Indemnity Claims”).

As apreviously ~~result~~disclosed, ofon ~~the~~September 6, ~~New~~2012, ~~York~~the ~~Action~~Court ~~and~~in the ~~ECM~~Chapter ~~Proof~~11 ofbankruptcy ~~Claim,~~proceeding ~~pursuant~~(the to“Bankruptcy ~~Order~~Proceeding”) of ~~the~~CDC ~~Court~~Corporation ~~dated~~entered ~~October 18,~~its ~~2012~~Findings of Fact, ~~the~~Conclusions ~~Debtor~~of ~~has~~Law, ~~established~~and ~~two~~Order ~~separate~~Under ~~reserves:~~11 U.S.C. § 1129(a) and (b) ~~the~~and ~~“Evolution~~Fed.R.Bankr.P. ~~Reserve”~~3020 inConfirming the ~~amount~~Second ofAmended ~~$32.5~~Joint ~~million,~~Plan toof ~~satisfy~~Reorganization ~~the~~of ~~Debtor’s~~CDC ~~obligations,~~Corporation ~~if any, to~~(the “Plan”).

~~make~~On ~~payment~~December 19, to2012, ~~ECM in connection with~~ the ~~ECM~~Court ~~Proof~~entered ofan ~~Claim~~order ~~and/or any payment required to be made in connection with any of the Indemnity Claims; and~~ (b) the “~~Litigation~~Approval ~~Expense Reserve~~Order”) inproviding the initial amount of $10.0 million to satisfy the Debtor’s obligations, if any, to advance or otherwise make payment on any of the Indemnity Claims for fees and other expenses incurred by any of the New York Defendantthat: ~~Parties in the New York Action.~~

~~In light of the risks, cost, and delays associated with the disputes between the Parties arising out of:~~ (i) ~~the~~ ~~New~~all ~~York~~of ~~Action, (ii)~~ the ~~ECM~~conditions ~~Proof~~to ofthe ~~Claim,~~Effective ~~and~~Date ~~(iii) the~~set ~~Adversary~~forth ~~Proceeding,~~in the ~~Company~~Plan and the ~~Committee~~Confirmation ~~(together,~~Order ~~the~~have ~~“Debtor~~been ~~Parties”)~~satisfied, ~~the Evolution Parties,~~ and ~~the~~that ~~New York Defendant Parties (collectively,~~ the ~~“Parties”)~~Company ~~have~~is ~~reached~~authorized ~~tentative~~to ~~agreements~~establish toDecember ~~settle~~19, ~~all~~2012 ~~asserted~~or ~~and~~as ~~potential~~soon ~~claims~~thereafter ~~between~~as orpracticable ~~among~~as the ~~Parties~~Effective ~~arising~~Date ~~out~~ of ~~or relating to these disputes (~~the ~~“Settlements”).~~ Plan;

~~The~~(ii) ~~Settlements,~~reserves ~~the~~for ~~terms~~Effective ofDate ~~which~~Available ~~are~~Cash, ~~set~~Disputed ~~forth in both an agreement between the Evolution Parties~~Claims, ~~the Debtor Parties~~ and ~~the~~Liquidation ~~New~~Trust ~~York Defendant~~Expenses ~~Parties~~established ~~(the~~by ~~“Evolution Settlement Agreement”) and an agreement between~~ the Debtor, ~~Parties and~~ the ~~New~~Disbursing ~~York~~Agent, ~~Defendant~~or ~~Parties (~~the ~~“Side~~Liquidation ~~Agreement”)~~Trust, ~~generally~~as ~~provide that~~applicable, ~~following~~were ~~entry~~approved, ofas ~~an order of the Court approving the Settlements~~follows:

~~(i)~~• ~~the~~Effective ~~Debtor~~Date ~~shall~~Available ~~pay~~Cash ~~the~~Reserve ~~Evolution Parties the sum of~~ $7.8 ~~million~~, ~~and CDC Software will pay the Debtor $400~~680,000;

~~(ii)~~• ~~all~~Reserve ~~Parties~~for ~~shall~~Payment ~~mutually release each other from all claims related to or arising out~~ of orEvolution ~~connected~~Settlement ~~with the New York Action;~~$7,800,000

~~(iii)~~• ~~the~~Litigation ~~New~~Expense ~~York~~Reserve ~~Action and the Adversary Proceeding will be dismissed~~$1, ~~with prejudice with each party to bear its own costs;~~193,175.66

~~(iv)~~• ~~ECM~~Disputed ~~will~~Claims ~~withdraw~~Reserve ~~the ECM Proof of Claim; and~~$10,005,576

~~(v)~~• ~~Upon~~Liquidation ~~payment~~Trust ~~being~~Expenses ~~made to the Evolution Parties as provided above, the Evolution~~ Reserve ~~and all but~~ $~~1.0 million of the Litigation Expense Reserve will be released for the benefit of the Estate.~~13,050,000

~~The~~(iii) ~~foregoing~~the ~~description~~Liquidation ofTrust ~~the~~Agreement ~~Settlements~~ is ~~qualified~~approved, inand ~~its~~authorizing ~~entirety by~~ the ~~full~~ ~~text~~Debtor ofto execute the ~~Evolution~~Liquidation ~~Settlement~~Trust Agreement ~~and~~in ~~the~~accordance ~~Side~~with ~~Agreement, copies of which are attached as exhibits to~~ the ~~Settlement Motion (as hereinafter defined).~~ Plan;

~~On December 12, 2012, the Company filed certain motions with the Court:~~ (iiv) ~~seeking~~ ~~Court~~the ~~authorization~~Deed ~~and approval~~ of ~~the~~Assignment, ~~Evolution~~evidencing ~~Settlement Agreement and~~ the ~~Side~~exchange ~~Agreement~~of 38,135,399 asClass ~~well~~A ~~as authorization~~Common toShares ~~release~~of the ~~Evolution~~Debtor ~~Reserve~~into ~~and~~an ~~the~~equivalent ~~Litigation~~number ~~Expense~~of ~~Reserve~~Beneficial ~~upon~~Interests ~~the terms set forth~~ in the ~~Evolution~~Liquidation ~~Settlement~~Trust, ~~Agreement~~is ~~(the~~approved, ~~“Settlement~~subject ~~Motion”);~~to reconciliation, and ~~(ii) seeking~~authorizing ~~an order expediting~~ the ~~hearing~~Debtor onto ~~the Settlement~~execute ~~Motion (~~the ~~“Expediting~~Deed ~~Motion”).~~of Assignment; and

On(v) ~~December 13, 2012,~~ the ~~Court~~Distribution ~~granted~~Schedule ~~the~~filed ~~Expediting~~in ~~Motion~~Debtor’s ~~and~~supplemental amotion ~~Notice~~dated ofDecember ~~Hearing (the~~17, ~~“Notice~~2012 ofis ~~Hearing”) was issued. Under the Notice of Hearing~~approved, aand ~~hearing~~authorizing isan ~~scheduled~~initial todistribution ~~be held~~ in ~~Courtroom~~accordance ~~1401,~~therewith ~~United~~after ~~States~~the ~~Courthouse,~~Effective 75Date ~~Spring~~(the ~~Street,~~“Distribution”) ~~S.W.,~~and ~~Atlanta,~~the ~~Georgia,~~execution atof ~~10:00~~the ~~a.m.~~Liquidation onTrust ~~December 18, 2012~~Agreement.

~~Copies~~The ofCourt ~~the~~also ~~Settlement~~issued ~~Motion,~~a ~~the Expediting Motion and the~~ Notice of ~~Hearing~~Effective ~~are~~Date ~~attached~~establishing ~~hereto as Exhibit 99.1~~December 19, ~~99.2 and~~2012 ~~99.3,~~as ~~respectively,~~the ~~and~~Effective ~~incorporated~~Date ~~herein~~of bythe ~~reference~~Plan.

~~Update~~Accordingly, on ~~Reserves~~December 19, 2012, the Company: (i) established a liquidation trust (“Liquidation Trust”); and ~~Distribution~~(ii) executed tothe ~~Holders~~Liquidation ofTrust ~~Beneficial~~Agreement ~~Interests~~and Deed of Assignment, and substantially all of Debtor’s assets except for cash to fund the Effective Date Available Cash Reserve were subsequently transferred to the Liquidation Trust.

IfPursuant to the ~~Settlements~~Plan, ~~are~~all ~~approved,~~shares of the ~~previously~~Company, ~~proposed~~except ~~reserve~~for ~~amounts~~one ~~will~~share beheld ~~revised~~in tothe aname ~~total~~of ~~proposed~~the ~~reserve~~Liquidation Trustee, held by shareholders of ~~$32,735,576~~record on the Effective Date have been cancelled and fully-extinguished in exchange for Beneficial Interests in the Liquidation Trust.

InThe ~~the~~Company ~~event~~has ~~the~~retained ~~Court~~Computershare ~~approves~~Shareholder ~~both~~Services, ~~the~~LLC ~~revised~~to ~~reserve~~effectuate ~~amounts and~~ the ~~Settlement~~distributions ~~Motion,~~under the ~~Debtor estimates~~Plan ~~that~~and ~~cash available for a distribution~~ to ~~Beneficial~~document ~~Interests~~the ~~will equal approximately $120,790,784~~exchange.~~04.~~

Holders of certificated shares will receive written instructions on how to surrender their certificates and receive payment.

Such initial distribution was made to shareholders on or about December 24, 2012.

As soon as practicable after the Effective Date, the Company intends to initiate a voluntary dissolution in the Cayman Islands to dissolve the Company.

None of the securities issued by the Liquidation Trust will be registered under the Securities Act of 1933, as amended, or the Securities Exchange of 1934, as amended.

The Liquidation Trustee in respect of the Liquidation Trust is Marcus A. Watson, c/o Finley, Colmer and Company, 5565 Glenridge Connector, Suite 200, Atlanta, GA 30342, (678) 579-5808.

The trust interests will be issued in uncertificated form, evidenced by notations on the books and records of the Liquidation Trustee. Pursuant to the Liquidation Trust Agreement, the trust interests may not be assigned, pledged, mortgaged, sold, transferred or otherwise disposed of except, after written notice to the Liquidation Trustee: (i) pursuant to applicable laws of descent and Distribution (as in the case of a deceased individual Beneficiary); or (ii) by operation of law

The foregoing descriptions of the Approval Order, Notice of Effective Date, the Liquidation Trust Agreement, the Deed of Assignment, Distribution Schedule and Plan are qualified in their entirety by reference to such documents, copies of which are attached hereto as Exhibits 99.4, 99.5. 99.6, 99.7, 99.8 and 99.9, respectively, and incorporated herein by reference.

Terms not specifically defined herein shall have the meaning ascribed to them in the Plan or the Liquidation Trust Agreement, as applicable.

In addition, the Approval Order, as well as copies of the Plan and the Liquidation Trust Agreement may be obtained via the Bankruptcy Court’s Case Management/Electronic Case Filing system at http://ecf.mdb.uscourts.gov and in paper format during normal business hours at the following address: Bankruptcy Clerk’s Office, U.S. Bankruptcy Court, Suite 1340, 75 Spring Street, S.W., Atlanta, Georgia 30303.

Cessation of Trading; Suspension and Termination of Reporting Obligations

As a result of the Plan being declared effective on December 19, 2012, the Company’s common stock, which had been trading in the pink sheets under the symbol “CDCAQ”, has ceased trading.

As of January 1, 2013, as a result of the cancellation of the Company’s outstanding Class A common stock and the other actions undertaken in connection with the consummation of the Plan, the Company had one shareholder of record.

As a result, the Company intends to file a Form 15 with the Securities and Exchange Commission pursuant to Rules 12g-4 and 15d-6 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The filing of the Form 15 will immediately suspend the Company’s reporting obligations under Sections 12(g) and 15(d) of the Exchange Act, including obligations to file Forms 6-K and 20-F. The Company’s reporting obligations under Section 12(g) will be terminated 90 days after the filing of the Form 15.

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 respect to ~~the~~ ~~New York Action,~~ the Evolution ~~Parties~~litigation, 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 Distributions, including the ~~Settlements~~ amount and ~~the~~timing ~~Bankruptcy~~thereof; ~~Proceeding,~~(iii) any ~~including,~~course ~~without~~of ~~limitation~~action, ~~any~~ considerations, procedures, amounts or timelines relating to the ~~Second Amended Joint~~ Plan ofor ~~Reorganization~~the ofLiquidation ~~CDC~~Trust ~~Corporation~~Agreement, or any expectations regarding reserves and the amounts thereof, ~~including reserves for Effective Date Available Cash,~~ which may be subject to change; (iv) any expectations regarding the amount of cash available for adistributions ~~distribution~~ to holders of Beneficial Interests in the Liquidation Trust; (v) any expectations regarding Liquidation Trust Expenses; and (vi) any expectations regarding the dissolution of the Company, the Company’s filing of a Form 15 with the U.S. Securities Exchange Commission and the subsequent suspension and termination of the Company’s reporting obligations under applicable laws, rules and regulations; and (vii) 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

~~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		Settlement Motion
99.2		Motion for Order Expediting Hearing
99.3		Notice of Hearing

Exhibit


No.		Description of Exhibit

99.1		Settlement Agreement

99.2		Side Agreement

99.3		Settlement Order

99.4		Approval Order

99.5		Notice of Effective Date

99.6		Liquidation Trust Agreement

99.7		Deed of Assignment

99.8		Distribution Schedule

99.9		Second Amended Plan of Reorganization of CDC Corporation

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~~January 179, ~~2012~~2013


CDC CORPORATION

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

EXHIBIT INDEX

ExhibitNo.		Description of Exhibit
99.1		Settlement Motion
99.2		Motion for Order Expediting Hearing
99.3		Notice of Hearing

Exhibit


No.		Description of Exhibit

99.1		Settlement Agreement

99.2		Side Agreement

99.3		Settlement Order

99.4		Approval Order

99.5		Notice of Effective Date

99.6		Liquidation Trust Agreement

99.7		Deed of Assignment

99.8		Distribution Schedule

99.9		Second Amended Plan of Reorganization of CDC Corporation

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