[CHINA FINANCE ONLINE CO. LIMITED INTRODUCTION PART I ITEM 1 Identity of Directors, Senior Management and Advisers 5 ITEM 2 Offer Statistics and Expected Timetable 5 ITEM 3 Key Information 5 ITEM 4 Information on the Company 38 ITEM 5 Operating and Financial Review and Prospects 61 ITEM 6 Directors, Senior Management and Employees 81 ITEM 7 Major Shareholders and] [China Finance Online’s 2006 Annual General Meeting as a publicly traded company was held in Beijing at 10:00 am (Beijing time) on August 30, 2006 Meeting address: 9th Floor of Tower C, Corporate Square, No. 35 Financial Street, Xicheng District, Beijing, 100032, China At this annual general meeting of shareholders, five proposals have been submitted. The Results of this Meeting] [China Finance Online Co. Limited’s 2009 Annual General Meeting as a publicly traded company was held in Beijing at 10:00 am (Beijing time) on June 30, 2009 Meeting address: 9th Floor of Tower C, Corporate Square, No. 35 Financial Street, Xicheng District, Beijing, 100140, China At this annual general meeting of shareholders (the “Meeting”) of China Finance Online Co. Limited] [China Finance Online Co. Limited’s 2010 Annual General Meeting as a publicly traded company was held in Beijing at 10:00 am (Beijing time) on June 30, 2010 Meeting address: 9th Floor of Tower C, Corporate Square, No. 35 Financial Street, Xicheng District, Beijing, 100033, China At this annual general meeting of shareholders (the “Meeting”) of China Finance Online Co. Limited] [No. SZ11SWJ03-03 [Translated from the original Chinese version] Appendix I USE OF INFORMATION AND FEE Agreement No.:SZ11SWJ03-03 License No.: Shenzhengxu 11SWJ03-03 I. USE OF INFORMATION 1. 2. Allowed Uses: only limited to dissemination through www.jrj.com.cn, www.jrj.com, www.jrj.cn 3. Ways of Dissemination: Internet 4. Users’ Receiving Terminal: Computer II. TERM OF THE AGREEMENT IS FROM APRIL 1, 2011 TO MARCH 31,] [Contract No.: L12006028 Appendix 1: Contract No.: L12006028 Entity: Fortune Software (Beijing) Co., Ltd. Address: Floor 9, Tower C, Corporate Square, No. 35 Financial Street, Xicheng District, Beijing 100033, China Legal Representative: Zhiwei Zhao Information Licensed to Operate: 1. Purpose: Transmit to terminal users via internet (www.jrj.com) Territory: Mainland China (excluding Hong Kong, Macau & Taiwan) Valid Term: January 1,] [[Translated from the original Chinese version] QUOTATIONS (WEB BASED PLUS VERSION) LICENSE AGREEMENT PARTY A: SHENZHEN SECURITIES INFORMATION CO., LTD. PARTY B: FORTUNE SOFTWARE (BEIJING) CO., LTD. 1. Party B acknowledges that the Plus Information belongs to Party A, and it shall actively safeguard Party A’s legal rights and interests in its operational activities. 2. Party A shall, using its] [[Translated from the original Chinese version] CHINA FINANCIAL FUTURES EXCHANGE FUTURES INFORMATION LICENSE AGREEMENT SUPPLEMENTAL AGREEMENT PARTY A: CHINA FINANCIAL FUTURES EXCHANGE ADDRESS: F6, NO. 1600 CENTURY AVENUE, PUDONG NEW AREA, SHANGHAI POSTAL CODE: 200122 PARTY B: FORTUNE SOFTWARE (BEIJING) CO., LTD ADDRESS: FLOOR 9, TOWER C, CORPORATE SQUARE, NO.35 FINANCIAL STREET, XICHENG DISTRICT, BEIJING POSTAL CODE: 100033 Whereas: Original] [LABOR CONTRACT PARTY A: CHINA FINANCE ONLINE (BEIJING) CO. LTD. PARTY B: ZHAO ZHIWEI [Translated from Chinese original] This Contract is entered into by the following two parties in Beijing on June 21, 2010: PARTY A: China Finance Online (Beijing) Co. Ltd. (“Party A” hereafter), a company duly organized and registered and validly existing in the People’s Republic of China.] [LABOR CONTRACT PARTY A: CHINA FINANCE ONLINE (BEIJING) CO. LTD. PARTY B: Wang Jun [Translated from Chinese original] This Contract is entered into by the following two parties on May 24, 2011: PARTY A: China Finance Online (Beijing) Co. Ltd. (“Party A” hereafter), a company duly organized and registered and validly existing in the People’s Republic of China. Party A] [Fu 0621608 Contract Registration (Filing) No: The Contract of House Tenancy of Shenzhen City Made by Shenzhen Administration Office of House Tenancy Notice of Registration (Filing) of House Tenancy Contract 1. Documents required for registration (filing) of house tenancy contract: 1.1 The real estate title deeds or other certificates of property rights (usage right) (The original shall be presented by] [[Translated from the original Chinese version] Lessor: Shanghai Zhangjiang Micro-electronics Port Co. Ltd. Lessee: Zhengning Information & Technology (Shanghai) Co., Ltd. Shanghai Zhangjiang Micro-electronics Port Office Space Tenancy Contract Shanghai Zhangjiang Micro-electronics Port Office Space Tenancy Contract Lessor: Shanghai Zhangjiang Micro-electronics Port Co. Ltd. (hereinafter referred to as Party A) Domicile/Contacting Address: Room 104—A, Building 2, No.690, Bibo Road, Pudong] [The following table sets forth the details of our principle subsidiaries and significant PRC-incorporated affiliates as of December 31, 2010: Jurisdiction Legal Name Incorporation Interest Fortune Software (Beijing) Co., Ltd. PRC 100 % China Finance Online (Beijing) Co., Ltd. PRC 100 % Beijing Fuhua Innovation Technology Development Co., Ltd. * PRC Nil Fortune (Beijing) Success Technology Co., Ltd. PRC 100] [CERTIFICATION I, Zhao Zhiwei, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.] [CERTIFICATION I, Jeff Wang, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.] [CERTIFICATION OF PERIODIC FINANCIAL REPORT SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 16 d324912dex131.htm EX-13.1] [CERTIFICATION OF PERIODIC FINANCIAL REPORT SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 17 d324912dex132.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-139192 on Form S-8/A and Registration Statements No. 333-157670, No. 333-139192 and No 333-123802 on Form S-8 of our reports dated May 31, 2011(March 30, 2012 as to Note 23), relating to the consolidated financial statements and financial statement schedule of] [American Appraisal China Limited 1506 Dah Sing Financial Centre 108 Gloucester Road / Wanchai / Hong Kong Tel +852 2511 5200 / Fax +852 2511 9626 Leading / Thinking / Performing May 5, 2011 The Directors, China Finance Online Limited 9th Floor, International Enterprise Plaza No. 35 Finance Street Beijing 100145, PRC Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED]