CDCS Cdc Software Corp. ADS, Each Representing One Class A Ordinary Share (MM)

Changes in Registrant’s Certifying Accountant

 On November 10, 2011, Deloitte & Touche LLP (“Deloitte”) informed CDC
Software Corporation (the “Company”) of its resignation as the Company’s
independent registered public accounting firm effective immediately. In
connection with its resignation, Deloitte informed management and the Board of
the Company (the “Board”) that Deloitte would not rely upon representations of
Mr. Yip or those influenced or controlled by him, and that Deloitte, as the
Company’s independent auditor, was not sufficiently comfortable that Mr. Yip was
not continuing to influence the operations, management and those persons in
governance of the Company. Deloitte also noted certain statements by persons
formerly associated with the Company’s parent, CDC Corporation (“CDC”),
including statements made by the former General Counsel of CDC at the time of
his resignation, relating to CDC and the Company, that Mr. Yip was
inappropriately influencing the business of CDC and to some degree, the Company.
 The Audit Committee of the Board directed the Company’s internal audit
Director, with the support of external legal counsel, to conduct an
investigation regarding statements from the former General Counsel of CDC,
though the investigation was not resolved at the time of Deloitte’s resignation.


 Deloitte has served as the Company’s independent registered public
accounting firm since its initial public offering. The Company will authorize
Deloitte to respond fully to inquiries of the successor accountant, when hired,
concerning the foregoing events.

 Prior to resignation, Deloitte had communicated to management of the
Company and CDC that the scope of Deloitte’s procedures to complete the audit
of the Company and CDC’s financial statements would be expanded to cover the
issues discussed in the Company’s October 20, 2011 Current Report on Form 6-K,
as well as to audit certain subsequent events and the impact thereof on the
companies and their respective financial position.

 Other than as set forth above, there were (1) no disagreements with
Deloitte on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of Deloitte would have caused Deloitte to make
reference to the subject matter of the disagreements in connection with its
reports, and (2) no events of the type listed in paragraphs (A) and (D) of Item
304(a)(1)(v) of Regulation S-K.

 The audit reports of Deloitte for the years ended December 31, 2009 and
2008 did not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit, scope, or accounting principles.

 The Company provided Deloitte with a copy of the disclosures it is making
in this Form 6-K prior to the time its Form 6-K was furnished to the Securities
and Exchange Commission (the “SEC”). The Company requested that Deloitte
furnish a letter addressed to the SEC stating whether or not it agrees with the
statements made herein. A letter from Deloitte is filed as an Exhibit 99.1
hereto.

Mr. Yip’s Designation of Alternate

 On November 14, 2011, Mr. Yip appointed Dr. Wong Chung Kiu as his
alternate, under Section 84(7) of the Company’s Memorandum and Articles of
Association, with respect to Mr. Yip’s directorship on the board of directors of
the Company, to act in his place at any meeting of the Board. In the event
that (i) Dr. Wong is not in attendance at any particular meeting, or (ii) Dr.
Wong determines, in his sole discretion, that he has a conflict of interest with
respect to a particular matter to be voted upon, Dr. Raymond Ch’ien would serve
as Mr. Yip’s alternate in such instance. As such, Dr. Wong, and Dr. Ch’ien
under the circumstances described above, are authorized to cast Mr. Yip’s vote
in such manner as they each determine, in his own discretion, is in the best
interests of the Company and to act with due care, and to vote only on a fully
informed basis. Mr. Yip is not presently participating in the board meetings of
the Company. The appointment of an alternate is revocable at any time by Mr.
Yip.



Resignation of Officer

 Effective November 15, 2011, Mr. Bruce Cameron, the Company’s President,
has left the Company to pursue other opportunities.



Exhibit No. Description
99.1 Letter from Deloitte & Touche LLP dated November 18, 2011