July 18, 2006


Via Facsimile (404) 572-5133 and U.S. Mail

William G. Roche
King & Spalding
1180 Peachtree Street, NE
Atlanta, Georgia 30309

Re:	Onyx Software Corporation
Schedule TO-T filed July 12, 2006 by CDC Corp. and
CDC Software Acquisition Corp.
Schedule TO-T/A filed on July 18, 2006
Schedule TO- filed on July 11, 2006
Schedule TO-C filed on June 30, 2006
		File No. 005-57781

Dear Mr. Roche:

We have reviewed the filings listed above and have the following
comments. Note that all defined terms used in this letter have the
same meaning as in the Offer to Purchase filed as an exhibit to
the
Schedule TO-T, unless otherwise indicated.

Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.

Please be as detailed as necessary in your explanations.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Schedule TO-C filed on June 30, 2006 and July 11, 2006

1. In each of the press releases filed under cover of Schedule TO-
C
and listed above, you reference the safe harbor protections for
forward-looking statements provided in the Private Securities
Litigation Reform Act of 1995. The safe harbor for forward-looking
statements provided in the Reform Act does not apply to statements
made in connection with a tender offer. See Section 21E(b)(2)(C)
of
the Exchange Act. Please avoid making such references in future
tender offer filings in connection with this Offer.

Schedule TO-T

2. You have filed as exhibit (a)(1)(vii) to the Schedule TO-T a
form
of summary advertisement dated July 12, 2006. Please indicate in
your
response letter where this advertisement was published. See Rule
14d-
4(c) of Regulation 14D. We may have further comments after
reviewing
your response.

Exhibit (a)(1)(i) - Offer to Purchase

Summary  Term Sheet - When and how will I be paid for tendered
shares?, page v

3. You state here that Purchaser will pay for tendered Shares
"promptly after the later of the date of expiration of the Offer
and
the satisfaction or waiver of the conditions to the Offer...."
This
language is inconsistent with the disclosure in Section 14
concerning
when the conditions to the Offer will be satisfied or waived. In
addition, it is contrary to our position that all offer conditions
except those relating to regulatory approvals necessary to
consummation of the offer must be satisfied or waived on or before
the expiration of the initial offer period of a tender offer.
Please
revise.

Will the Offer be followed by a merger if all Shares are not
tendered
in the Offer?, page v

4. We are concerned that the disclosure throughout the Offer to
Purchase concerning CDC and Purchaser`s intentions with respect to
a
second-step merger are confusing and contradictory. For example,
the
disclosure in this section states that if you accept for payment
and
pay for at least a majority of the outstanding Shares, you expect
Purchaser to be merger into Onyx. As you know, the acquisition of
a
majority of the outstanding Shares on a fully diluted basis is a
condition to this Offer. However, in the next section you state:
"[W]e can provide no assurance that a merger will occur after the
Offer." Similarly, in the section entitled "How will the Offer
affect
my Shares if I decide not to tender?" later on page v, the
disclosure
posits a circumstance where the Offer is consummated but the
merger
does not occur: "If, however, the merger does not take place and
the
Offer is consummated, the number of shareholders and of Shares in
the
hands of the public may be so small that there will no longer be
an
active or liquid public trading market...." Please revise the
disclosure here and throughout the Offer to Purchase, as
necessary,
to clarify that you intend to "cash out" remaining Onyx
shareholders
if the Offer is consummated as currently conditioned. If you later
waive or reduce the Minimum Tender Condition or the Board
Condition,
such that the Offer could be consummated but the second-step
merger
would or might not occur, we believe this would constitute a
material
change in the terms of the Offer requiring an extension of the
Offer
and dissemination of revised offer materials. If you do not revise
the disclosure in response to this comment, please provide an
analysis in your response letter as to the availability of the
Rule
13e-3(g)(6) exception for the second-step merger. See Q&A No. 7 in
Exchange Act Release No. 17719 (April 13, 1981) (opining that a
bidder`s statement that it may determine to engage in a follow-up
transaction does not satisfy the requirements for reliance on the
Rule 13e-3(g)(1) exception).

Acceptance for Payment and Payment, page 6

5. At the bottom of page 6, clarify your statement that Purchaser
reserves the right to delay acceptance for payment or payment for
tendered Shares in order to comply with applicable law. Under what
circumstances could you so delay payment without returning
tendered
Shares? Would shareholders have withdrawal rights during this
delay?

6. Refer to the last paragraph in this section on page 7. We note
that Purchaser reserves the right to assign or transfer to
affiliates
the right to purchase tendered Shares. Be aware that if Purchaser
or
CDC does assign such right, the affiliate to whom it is assigned
would likely need to be added as a bidder on the Schedule TO. This
in
turn may require you to extend the Offer and to disseminate
additional tender offer materials. Please confirm your
understanding
in your response letter.

Certain Information Concerning CDC and Purchaser, page 10

7. The table on page 11 shows numerous recent sales of significant
numbers of Shares by CDC, beginning on June 7, 2006 and continuing
through June 21, 2006. All of these sales occurred at prices lower
than the Offer price. Six such sales took place after CDC had
announced its intent to conduct a tender offer for Onyx. Please
discuss the reasons for these Share sales, given your stated
intentions with respect to Onyx. We may have further comments.

Source and Amount of Funds, page 13

8. We note the disclosure here that CDC will fund the Offer and
any
subsequent merger through "cash on hand." We also have reviewed
the
disclosure under "Restrictions on our Liquidity" on page 107 of
CDC`s
Form 20-F filed on June 21, 2006. In that section, you note that
$49.3 million of CDC`s total cash and cash equivalents of $93.7
million are held by CDC`s 77% owned subsidiary China.com. CDC`s
Form
20-F explicitly states that resources, including cash, held at the
China.com level are controlled by the independent board of
China.com
and are not readily available to CDC. Please expand the disclosure
in
this section to more explicitly detail the source of the funds to
be
used to pay for tendered Shares and Shares purchased in any
second-
step transaction.

9. See comment 7 above. If funds for this Offer are being provided
by
China.com, and the decision to transfer those funds was made
independently at the China.com level, as CDC`s Form 20-F indicates
it
must be, China.com may be considered a bidder in this Offer.
Please
provide your analysis with respect to that issue, as necessary
depending on your response to comment 7 above. For guidance on
identifying bidders in a tender offer, see Section II.D.2 in the
Division of Corporation Finance`s Current Issues and Rulemaking
Projects Outline, available on the Commission`s Web site at
www.sec.gov. Note that each additional bidder must independently
satisfy the timing, disclosure and dissemination requirements of
the
tender offer rules.

Contacts and Transactions with Onyx; Background of the Offer, page
13

10. We note an article dated May 10, 2006 appearing on
Datamonitor`s
ComputerWire service. The article states that it is based on an
interview with CDC chief executive Peter Yip. The article
attributes
the following comments and statements to Mr. Yip:

* CDC`s first reverse merger offer to Onyx was a "test" that CDC
did
not believe Onyx would take seriously;
* CDC had not done well for two years, so the first Onyx response
and
its assertion that CDC had undervalued Onyx was accurate;
* CDC`s first reverse merger offer was also designed to raise
CDC`s
stock price;
* If Onyx rejected CDC`s second, "serious" offer, CDC might run a
proxy contest;
* CDC already had at the time of the interview 5 other Onyx
shareholders "on its side," representing 30% of Onyx`s Shares.

The substance of many of these statements is not reflected in the
Offer to Purchase and in some cases is inconsistent with the
disclosure in it. Please revise the disclosure document as
necessary,
consistent with the statements made by Mr. Yip. If you have a
transcript of the Yip interview, please provide it supplementally.
We
may have additional comments.

11. Provide your revised analysis explaining why you do not
believe
the press releases issued by CDC between June 23, 2006 and June
27,
2006 do not constitute soliciting materials, requiring the filing
and
dissemination of a proxy statement. In this regard, we note the
written response of Stephen Wiseman of your firm in a letter dated
July 14, 2006; however, the statements in that letter concerning
the
intent of CDC and the reasons for its actions are not consistent
with
the statements attributed to Mr. Yip in the article referenced in
our
last comment. Moreover, we note the definition of "solicitation"
in
Rule 14a-1(1) does not focus on the intent of the party allegedly
soliciting, but rather on whether the communication at issue is
"reasonably calculated" to result in the grant, revocation or
withholding of a proxy. Finally, the fact that CDC was ineligible
to
rely on Rule 14a-12 to issue its press releases is not dispositive
of
whether those communications are soliciting materials. The intent
of
the proxy rules is to require that those persons soliciting as
defined in Rule 14a-1 must provide the disclosure required by the
proxy rules in connection with their communications, so that
shareholders may make an informed voting decision. If the party
deemed to be engaging in soliciting activities is ineligible to
rely
on Rule 14a-12 (which, given Mr. Yip`s statements, may or may not
have been the case) or any exemption from the requirement to file
and
disseminate a proxy statement, it may nevertheless choose to
engage
in soliciting activities by filing and distributing a Schedule
14A.

12. Refer to comment 9 above and the alleged statements by Mr. Yip
regarding contacts with 5 other Onyx shareholders. Please provide
details about the identities of these shareholders, their share
holdings, how they were contacted and what issues were discussed
and
agreed upon. Describe any commitments or statements by these
shareholders indicating they are "on your side." We may have
further
comments.

13. Refer to the disclosure on page 15 of the Offer materials,
where
you reference feedback from certain Onyx shareholders. Are these
the
same individuals or entities referenced in Mr. Yip`s article?
Clarify
the ways in which they asked CDC to simplify its proposal.

14. Explain why you changed the Offer to all cash from a
combination
of cash and stock.

Purpose of the Offer; Plans for Onyx; Merger; Dissenters Rights,
page
17

15. See comment 3 above concerning the need to clearly state your
intentions with respect to a second-step transaction after the
Offer.
Please make changes here consistent with that comment.

Dividends and Distributions, page 18

16. Refer to the disclosure on page 19. Please note that if you
reduce the Offer price by the amount of any distribution or
dividend
by Onyx, we take the position that this change in price is subject
to
the requirements of Rule 14e-1(b). Please confirm your intent to
comply with that Rule in your response letter.


Conditions to the Offer, page 19

17. In the middle of the first paragraph in this section, you
refer
to your ability to "terminate or amend the Offer as to any Shares
not
then paid for..." Similarly, in the second to last line of this
paragraph, you refer to the possibility that tendered Shares could
have already been accepted for payment or paid for (in the
parenthetical). How could Shares have been paid for if the Offer
remains open? Please revise or advise.

18. All Offer conditions must be satisfied or waived as of the
expiration of the initial (versus subsequent) Offer period. The
disclosure in the first paragraph of this section stating as of
what
date the listed conditions must be satisfied or waived is
confusing
because in subparagraph (i), you use a defined term "Expiration
Date,
but in subparagraph (ii) you use "expiration of the Offer."
Clarify
whether you are intending these words to have different meanings.
If
so, please revise in accordance with our position.

19. Please note that your Offer conditions are very broadly and
subjectively drafted, making it difficult for shareholders to
determine whether a given event "triggers" the condition and
allows
you to terminate the Offer. Consider limiting the language in this
section to more narrowly tailor your conditions so that they are
outside of your control and objectively described, such that a
shareholder can clearly understand their scope.

20. See our last comment concerning the breadth of the listed
Offer
conditions. Be advised that if you believe an event has occurred
implicating one of the listed Offer conditions, CDC and Purchaser
must immediately take steps to notify shareholders whether you
will
waive the condition and proceed with the Offer, or assert it and
terminate the transaction. Purchaser and CDC may not, consistent
with
their obligations under the tender offer rules, wait until the end
of
the Offer period to assert a condition triggered by an event that
occurred during the Offer period. An example may be useful: We
know
that CDC has filed a lawsuit against Onyx in the Superior Court of
King County, Washington. We presume Onyx may counterclaim against
CDC
and Purchaser, as is typical in these types of litigation. If that
happens, such action may trigger the application of the first
Offer
condition in subparagraph (a). If so, CDC and Purchaser should
immediately take steps to notify Onyx shareholders whether they
will
proceed with the Offer by waiving the condition, or terminate it
and
return any tendered Shares. Please confirm your understanding in
your
response letter.

21. Refer to the statement in the last paragraph of this section
that
"[t]he determination as to whether any condition has occurred will
be
in the sole judgment of CDC and will be final and binding on all
parties." Reserving the right to determine in the "sole judgment"
or
"sole discretion" of the bidder whether an offer condition has
been
triggered is effectively a waiver of that offer condition. As you
are
aware, when a material offer condition is waived, an offer may
need
to be extended and additional revised offer materials may need to
be
disseminated. Please revise to include a "reasonableness
standard."

Certain Legal Matters, page 21

22. Refer to page 24. You state there that tendered Shares will
not
be accepted for payment pursuant to the Offer until the expiration
or
early termination of the applicable waiting period under the HSR
Act.
Clarify in your response letter whether under the terms of your
Offer
the Offer could expire before the expiration of the HSR waiting
period or the early termination of that period. If so, indicate
whether shareholders would continue to have withdrawal rights
after
the expiration of the Offer until antitrust clearance is received.
We
may have additional comments.

Closing Comments

Please amend your filing promptly and provide the requested
responses
to comments. You may wish to provide us with marked copies of the
amendment to expedite our review.

Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information or analyses.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

In connection with responding to our comments, please provide, in
writing, a statement from each of Purchaser and CDC acknowledging
that:

* CDC and Purchaser are responsible for the adequacy and accuracy
of
the disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* neither CDC nor Purchaser may assert staff comments as a defense
in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.




In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Please do not hesitate to contact me with questions at (202) 551-
3263.


Very truly yours,



Christina Chalk
Special Counsel
Office of Mergers & Acquisitions




cc:	Stephen M. Wiseman, Esq. (via facsimile at (212) 556-2222)



William G. Roche, Esq.
July 18, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE