[FORM 20-F (Mark One) [ ] OR [x] For the fiscal year ended December 31, 2012 OR [ ] OR [ ] Date of event requiring this shell company report 000-50975 CHINA FINANCE ONLINE CO. LIMITED Not Applicable Hong Kong (Jurisdiction of incorporation or organization) 9th Floor of Tower C, Corporate Square NO.35 Financial Street, Xicheng District Beijing 100033, China] [[Translated from the original Chinese version] LOAN AGREEMENT The Loan Agreement (the "Agreement") is entered into as of DATE among the following parties in Beijing, the People's Republic of China (the "PRC"): LENDER: Company ABC Registered Address: BORROWER A: XXXX Address: ID No.: BORROWER B: XXXX Address: ID No.: Borrower A and Borrower B are collectively referred to as the] [[Translated from the original Chinese version] OPERATION AGREEMENT between PARTY A ABC COMPANY and VIE COMPANY DATE BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. OPERATIONAL SUPPORT 3 3 ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT 4 4 ARTICLE 6. CONFIDENTIALITY 4 5 ARTICLE 8. DISPUTE RESOLUTION 5 ARTICLE 9. EFFECTIVENESS 5 5 ARTICLE 11. AMENDMENT 6] [[Translated from the original Chinese version] PURCHASE OPTION AND COOPERATION AGREEMENT among Party A Subsidiary ABC Party B Individual Party C Individual and Party D VIE company Date BEIJING, CHINA PURCHASE OPTION AND COOPERATION AGREEMENT This Purchase Option and Cooperation Agreement ("this Agreement") is entered into in Beijing, People's Republic of China (the "PRC") on DATE by and among: Party] [[Translated from the original Chinese version] SHARE PLEDGE AGREEMENT This Share Pledge Agreement (this "Agreement") is executed by and among the following parties on DATE______. Pledgor B: Address: ID No.: Pledgor A: Address: ID No.: Pledgee: ABC Company Registered address: Unless otherwise provided hereunder, Pledgor A and Pledgor B shall hereinafter be referred to collectively as the "Pledgors". WHEREAS: 1.] [[Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION among Party A: Former Nominee Shareholder A Party B: Former Nominee Shareholder B and Party C: New Nominee Shareholder C Party D: New Nominee Shareholder D and VIE Company Company ABC Date BEIJING, CHINA The framework agreement is entered into as of the date of DATE in Beijing,] [[Translated from the original Chinese version] STRATEGIC CONSULTING SERVICE AGREEMENT between Party A VIE COMPANY and PARTY B COMPANY ABC DATE BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE 3 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT 4 ARTICLE 7. DISPUTE] [[Translated from the original Chinese version] TECHNICAL SUPPORT AGREEMENT between PARTY A ABC COMPANY and Party B VIE Company DATE BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE 3 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT 4 ARTICLE 7. DISPUTE RESOLUTION] [Confidential Treatment Requested by China Finance Online Co. Limited 27 February 2009 中国金融在线有限公司 China Finance Online Co. Limited 9th Floor of Tower C, Corporate Square No. 35 Financial Street, Xicheng District Beijing 100140, China Attn: Ms Ellen Li Dear Sirs SUPPLY OF REAL-TIME HANG SENG FAMILY OF INDEXES 中国金融在线有限公司 We are pleased to set out below the mutually agreed terms] [Confidential Treatment Requested by China Finance Online Co. Limited [Date] 北京富华创新科技发展有限责任公司 FUHUA INNOVATION TECHNOLOGY DEVELOPMENT CO., LTD. 9th Floor of Tower C, Corporate Square No. 35 Financial Street, Xicheng District Beijing 100140, China Attn: Ms Jackie Wu Dear Sirs SUPPLY OF REAL-TIME HANG SENG FAMILY OF INDEXES 北京富华创新科技发展有限责任公司 We are pleased to set out below the mutually agreed terms and] [Confidential Treatment Requested by China Finance Online Co. Limited Contract No.: L12006028 Appendix 1: Contract No.: L12006028 Entity: Beijing Fuhua Innovation Technology Development 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: Purpose: Transmit to terminal users via internet (www.jrj.com) Territory: Mainland China] [Confidential Treatment Requested by China Finance Online Co. Limited [Translated from the original Chinese version] SHENZHEN SECURITIES INFORMATION CO., LTD PAYMENT NOTICE (ON PAYMENT TERMS OF Beijing Fuhua Innovation Technology Development Co., Ltd.: Please make the payment of information fee with the total amount of *** before March 31, 2013. Payment Instruction: Account No.:813588311610001 As notice hereby with appreciation, please] [Confidential Treatment Requested by China Finance Online Co. Limited [Translated from the original Chinese version] SHENZHEN SECURITIES INFORMATION CO., LTD PAYMENT NOTICE (ON PAYMENT TERMS OF Shanghai Meining Computer Software Co., Ltd.: Please make the payment of information fee with the total amount of *** before March 31, 2013. Payment Instruction: Account No.:813588311610001 As notice hereby with appreciation, please cooperate] [Confidential Treatment Requested by China Finance Online Co. Limited Summary of Real Estate Investment Agreement and Shareholder Agreement Fortune (Beijing) Yingchuang Technology Co., Ltd., a PRC affiliate of China Finance Online Co., Limited, as the investor (the “Investor”) has entered into a real estate investment contract (“Investment Contract”) and a shareholder agreement with Langfang Shengshi Real Estate Development Co., Ltd.] [The following table sets forth the details of our principle subsidiaries and significant PRC-incorporated affiliates as of December 31, 2012: Jurisdiction of Legal Ownership 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%] [I, Zhao Zhiwei, certify that: 1. I have reviewed this annual report on Form 20-F of China Finance Online Co. Limited; 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] [Certification by the Principal Financial Officer I, Jeff Wang, certify that: 1. I have reviewed this annual report on Form 20-F of China Finance Online Co. Limited; 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] [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.] [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.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Beijing, People’s Republic of China April 29, 2013] [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 POS and Registration Statements No. 333-157670, No. 333-139192 and No 333- 123802 on Form S-8 of our report dated April 27, 2012 (April 29, 2013 as to the effects of the presentation of comprehensive income described in] [April 26, 2013 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 Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED] [April 29, 2013 Dear Sirs/Madams: We have read Item 16F of Form 20-F of China Finance Online Co. Limited (“the Company”) for the year ended December 31, 2012, which the Company expects to file on or about April 29, 2013, and have the following comments: 1. We agree with the statements made in the first sentence of paragraph 1 and]