formsch13ga_021010.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

Amendment No. 4

Under the Securities Exchange Act of 1934*

CDC Corporation

(Name of Issuer)

Class A Common Stock, par value $0.00025 per share

(Title of Class of Securities)

G2022L106

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

G2022L106

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Jayhawk China Fund (Cayman), Ltd. (98-0170144)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER Less than 5%*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER Less than 5%*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Less than 5%*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions) [ ] Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Less than 5%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* Based on 106,014,502 outstanding shares of common stock, par value $0.00025 per share, as reported by CDC Corporation on its Form 6-F filed on December 16, 2009.

Page 1 of 6 Pages

CUSIP No.

G2022L106

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Jayhawk Capital Management, L.L.C. (48-1172612)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER Less than 5%*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER Less than 5%*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Less than 5%*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions) [ ] Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Less than 5%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Based on 106,014,502 outstanding shares of common stock, par value $0.00025 per share, as reported by CDC Corporation on its Form 6-F filed on December 16, 2009.

Page 2 of 6 Pages

CUSIP No.

G2022L106

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Kent C. McCarthy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER Less than 5%*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER Less than 5%*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Less than 5%*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (See Instructions) [ ] Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Less than 5%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

* Based on 106,014,502 outstanding shares of common stock, par value $0.00025 per share, as reported by CDC Corporation on its Form 6-F filed on December 16, 2009.

Page 3 of 6 Pages

Item 2(b)

Address of Principal Business Office or, if None, Residence:

The principal business address of Jayhawk China Fund (Cayman), Ltd., Jayhawk Capital Management, L.L.C., and Kent C. McCarthy is 930 Tahoe Blvd., 802-281, Incline Village, NV, 89451.

Item 4

Ownership:

The information below is as of December 31, 2009.

(a) Amount beneficially owned:

1. Jayhawk China Fund (Cayman), Ltd.: Less than 5%

2. Jayhawk Capital Management, L.L.C.: Less than 5%

3. Kent C. McCarthy: Less than 5%

(b) Percent of class:

1. Jayhawk China Fund (Cayman), Ltd.: Less than 5%

2. Jayhawk Capital Management, L.L.C.: Less than 5%

3. Kent C. McCarthy: Less than 5%

(i)

Sole power to vote or to direct the vote:

1. Jayhawk China Fund Cayman, Ltd.: 0

2. Jayhawk Capital Management, L.L.C.: 0

3. Kent C. McCarthy: 0

(ii)

Shared power to vote or direct the vote:

1. Jayhawk China Fund (Cayman), Ltd.: Less than 5%

2. Jayhawk Capital Management, L.L.C.: Less than 5%

3. Kent C. McCarthy: Less than 5%

(iii)

Sole power to dispose or to direct the disposition of:

1. Jayhawk China Fund Cayman, Ltd.: 0

2. Jayhawk Capital Management, L.L.C.: 0

3. Kent C. McCarthy: 0

(iv)

Shared power to dispose or to direct the disposition of:

1. Jayhawk China Fund (Cayman), Ltd.: Less than 5%

2. Jayhawk Capital Management, L.L.C.: Less than 5%

3. Kent C. McCarthy: Less than 5%

Percent of Class is based on 106,014,502 outstanding shares of common stock, par value $0.00025 per share, as reported by CDC Corporation on its Form 6-F filed on December 16, 2009.

Item 5		Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5% of the class of securities, check the following:

[ X]

Page 4 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the parties below certify that the information set forth in this statement is true, complete and correct.

Dated:

February 16, 2010



		/s/ Kent C. McCarthy
		Kent C. McCarthy

	Jayhawk Capital Management, L.L.C.

	By:	/s/ Kent C. McCarthy
		Name: Kent C. McCarthy
		Title: Manager

	Jayhawk China Fund (Cayman) Ltd.

	By:	Jayhawk Capital Management, L.L.C. Its Investment Manager /s/ Kent C. McCarthy
		Name: Kent C. McCarthy
		Title: Manager

Page 5 of 6 Pages

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.00025 per share, of CDC Corporation, and further agree that this Agreement be included as an exhibit to such filings.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 13th day of February, 2009



		/s/ Kent C. McCarthy
		Kent C. McCarthy

	Jayhawk Capital Management, L.L.C.

	By:	/s/ Kent C. McCarthy
		Name: Kent C. McCarthy
		Title: Manager

	Jayhawk China Fund (Cayman) Ltd.

	By:	Jayhawk Capital Management, L.L.C. Its Investment Manager /s/ Kent C. McCarthy
		Name: Kent C. McCarthy
		Title: Manager

Page 6 of 6 Pages