CEO [CNOOC] POSASR:

[] [INDENTURE Dated as of [ ], 2015 Among CNOOC FINANCE (2015) AUSTRALIA PTY LTD as Issuer CNOOC LIMITED as Guarantor THE BANK OF NEW YORK MELLON as Trustee THE BANK OF NEW YORK MELLON as Paying Agent and THE BANK OF NEW YORK MELLON as Registrar DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 Section] [INDENTURE Dated as of [ ], 2015 Among CNOOC FINANCE (2015) U.S.A. LLC as Issuer CNOOC LIMITED as Guarantor THE BANK OF NEW YORK MELLON as Trustee THE BANK OF NEW YORK MELLON as Paying Agent and THE BANK OF NEW YORK MELLON as Registrar DEBT SECURITIES TABLE OF CONTENTS Page Article I DEFINITIONS Section 1.01 Definitions 1 Section 1.02] [[LETTERHEAD OF DAVIS POLK & WARDWELL LLP] April 27, 2015 CNOOC Limited 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong CNOOC Finance (2015) Australia Pty Ltd Anchor Legal, Level 6, 105 St Georges Terrace Perth, Western Australia 6000 Australia CNOOC Finance (2015) U.S.A. LLC Corporation Service Company, 2711 Centerville Road Wilmington, Delaware 19808 Ladies and Gentlemen:] [[LETTERHEAD OF DAVIS POLK & WARDWELL LLP, HONG KONG SOLICITORS] CNOOC Limited 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong CNOOC Finance (2015) Australia Pty Ltd Perth, Western Australia 6000, Australia CNOOC Finance (2015) U.S.A. LLC Wilmington, Delaware, U.S.A. 19808 Ladies and Gentlemen: Australian Issuer Delaware Issuer 2015 Issuers Post-Effective Amendment Registration Statement Securities Act 2015] [[LETTERHEAD OF CLAYTON UTZ] CNOOC Finance (2015) Australia Pty Ltd Level 8, QV1 Building 250 St Georges Terrace Perth WA 6000 CNOOC Limited 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong Dear Ladies and Gentlemen Debt Securities of CNOOC Finance (2015) Australia Pty Ltd 1. Securities Company Registration Statement Commission We have acted as Australian legal] [Computation of Ratio of Earnings to Fixed Charges (Unaudited) Earnings available for fixed charges are calculated first, by determining the sum of: (a) income (loss) from continuing operations before income taxes and equity income; (b) distributed equity income; (c) fixed charges, as defined below; and (d) amortization of capitalized interest, if any. From this total, we subtract capitalized interest and] [Consent of Independent Registered Public Accounting Firm Certified Public Accountants Hong Kong April 27, 2015 EX-23.1 8 d908925dex231.htm CONSENT OF ERNST & YOUNG] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Post-Effective Amendment No. 2 to the Registration Statement on Form F-3 (File No. 333-188261) (the “Registration Statement”) of our reports dated March 27, 2015, relating to the consolidated financial statements of CNOOC Limited and its subsidiaries as of December 31, 2014 and 2013 and] [Consent of Ryder Scott Company, L.P. RYDER SCOTT COMPANY, L.P. TBPE Firm Registration No. F-1580 Houston, Texas April 21, 2015 EX-23.3 10 d908925dex233.htm CONSENT OF RYDER SCOTT COMPANY, L.P.] [Consent of Gaffney, Cline & Associates (Consultants) Pte Ltd. Gaffney, Cline & Associates (Consultants) Pte Ltd. April 27, 2015 Yours sincerely, Gaffney, Cline & Associates (Consultants) Pte Ltd. Stephen M. Lane Technical Director EX-23.4 11 d908925dex234.htm CONSENT OF GAFFNEY, CLINE & ASSOCIATES (CONSULTANTS) PTE LTD.] [Consent of RPS RPS Debbie Perkins Vice President Houston, Texas March 31, 2015 EX-23.5 12 d908925dex235.htm CONSENT OF RPS] [Consent of Independent Consultant McDaniel & Associates Consultants Ltd. P. A. Welch, P. Eng. President & Managing Director McDaniel & Associates Consultants Ltd. 2200, Bow Valley Square 3, 255 - 5 Avenue S.W. Calgary, Alberta, T2P 3G6 Canada April 27, 2015 EX-23.6 13 d908925dex236.htm CONSENT OF MCDANIEL & ASSOCIATES CONSULTANTS LTD.] [Consent of DeGolyer and MacNaughton DeGolyer and MacNaughton DeGolyer and MacNaughton Texas Registered Engineering Firm F-716 Dallas, Texas April 27, 2015 EX-23.7 14 d908925dex237.htm CONSENT OF DEGOLYER AND MACNAUGHTON] []

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SHI [SINOPEC SHANGHAI PETROCHEMICAL CO] 20-F: (Original Filing)

[Title of each class Name of each exchange on which registered American Depositary Shares, each representing 100 H Shares, par value RMB1.00 per Share H Shares, par value RMB1.00 per Share None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close] [List of Principal Subsidiaries of Sinopec Shanghai Petrochemical Company Limited Subsidiary Name Place of Incorporation Our ownership interest Shanghai Petrochemical Investment Development Company Limited PRC 100.00 China Jinshan Associated Trading Corporation PRC 67.33 Shanghai Jinchang Engineering Plastics Company Limited PRC 74.25 Shanghai Golden Phillips Petrochemical Company Limited PRC 60.00 Zhejiang Jin Yong Acrylic Fiber Company Limited PRC 75.00 Shanghai Jinshan] [CERTIFICATION I, Wang Zhiqing, certify that: 1. I have reviewed this annual report on Form 20-F of Sinopec Shanghai Petrochemical Company 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] [CERTIFICATION I, Ye Guohua, certify that: 1. I have reviewed this annual report on Form 20-F of Sinopec Shanghai Petrochemical Company 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] [906 CERTIFICATION 100 F Street, N.E. Ladies and Gentlemen: 1. 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Wang Zhiqing President EX-13.1 5 d913909dex131.htm EX-13.1] [906 CERTIFICATION 100 F Street, N.E. Ladies and Gentlemen: 1. 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Ye Guohua Chief Financial Officer EX-13.2 6 d913909dex132.htm EX-13.2]

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WBAI [500.com] 20-F: None None Indicate the number of outstanding shares

[None None Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 254,844,582 Class A Ordinary Shares and 96,634,529 Class B Ordinary Shares Issued and Outstanding ¨ No x ¨ No x x No ¨ x No ¨ Large accelerated filer] [List of Subsidiaries and Consolidated Affiliated Entities of 500.com Limited Subsidiaries: Fine Brand Limited, a British Virgin Islands company 500wan HK Limited, a Hong Kong company 500.com USA Corporation, a USA company E-Sun Sky Computer (Shenzhen) Co., Ltd., a PRC company Consolidated Affiliated Entities: Shenzhen E-Sun Network Co., Ltd., a PRC company Shenzhen E-Sun Sky Network Technology Co., Ltd., a] [Chief Executive Officer Certification Company I, Man San Law, Chief Executive Officer of 500.com Limited (the “ 1. 2. Based on my knowledge, this annual 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,] [Chief Financial Officer Certification I, Min Yu, Chief Financial Officer of 500.com Limited (the “Company”), certify that: 1. 2. Based on my knowledge, this annual 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,] [Chief Executive Officer Certification (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [Chief Financial Officer Certification (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 Shenzhen, the People’s Republic of China April 27, 2015]

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PWRD [Perfect World] SC 13D/A: (Original Filing)

[EQUITY CONTRIBUTION AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder EQUITY CONTRIBUTION AGREEMENT (this “ RECITALS WHEREAS, concurrently herewith, Parent, Perfect World Merger Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a Merger Sub Merger Agreement Merger wholly owned subsidiary of Parent (“ Exchange Act Shares Schedule A Rollover Shares Parent] [CHINA MERCHANTS BANK CO., LTD., 535 Madison Ave., 18th Floor New York, NY 10022 CHINA MERCHANTS BANK CO., LTD., China Merchants Bank Tower 7088 Shennan Blvd. Shenzhen, Guangdong, China WING LUNG BANK 45 Des Voeux Road Central Hong Kong CONFIDENTIAL April 24, 2015 Perfect World Merger Company Limited Perfect World Plaza, Tower 306, 19th Floor 86 Beiyuan Road Chaoyang District] [(1) This CUSIP number applies to the Issuer’s American depositary shares, each representing five Class B ordinary shares, par value $0.0001 per share.]

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SHI [SINOPEC SHANGHAI PETROCHEMICAL CO] 20-F: Title of each class Name of each exchange

[Title of each class Name of each exchange on which registered American Depositary Shares, each representing 100 H Shares, par value RMB1.00 per Share H Shares, par value RMB1.00 per Share None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close] [List of Principal Subsidiaries of Sinopec Shanghai Petrochemical Company Limited Subsidiary Name Place of Incorporation Our ownership interest Shanghai Petrochemical Investment Development Company Limited PRC 100.00 China Jinshan Associated Trading Corporation PRC 67.33 Shanghai Jinchang Engineering Plastics Company Limited PRC 74.25 Shanghai Golden Phillips Petrochemical Company Limited PRC 60.00 Zhejiang Jin Yong Acrylic Fiber Company Limited PRC 75.00 Shanghai Jinshan] [CERTIFICATION I, Wang Zhiqing, certify that: 1. I have reviewed this annual report on Form 20-F of Sinopec Shanghai Petrochemical Company 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] [CERTIFICATION I, Ye Guohua, certify that: 1. I have reviewed this annual report on Form 20-F of Sinopec Shanghai Petrochemical Company 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] [906 CERTIFICATION 100 F Street, N.E. Ladies and Gentlemen: 1. 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Wang Zhiqing President EX-13.1 5 d913909dex131.htm EX-13.1] [906 CERTIFICATION 100 F Street, N.E. Ladies and Gentlemen: 1. 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Ye Guohua Chief Financial Officer EX-13.2 6 d913909dex132.htm EX-13.2]

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MOBI [SKY-MOBI] 20-F: (Original Filing)

[TABLE OF CONTENTS CONVENTIONS USED IN THIS TRANSITION REPORT 1] [As of April 27, 2015 Wholly-Owned Subsidiaries 1. Sky Network International Limited, a British Virgin Islands company 2. Profit Star Software (HK) Limited, a Hong Kong company 3. Pusida (Beijing) Technologies Co., Ltd., a PRC company 4. Hangzhou Dianneng Technologies Co., Ltd., a PRC company 5. Sky-Mobi Venture Limited, a Cayman Islands company 6. Hangzhou Tiandian Investment Consulting Co., Ltd.,] [Certification by the Chief Executive Officer I, Michael Tao Song, certify that: 1. I have reviewed this transition report on Form 20-F of Sky-mobi Limited (the “Company”); 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 by the Chief Financial Officer I, Fischer Xiaodong Chen, certify that: 1. I have reviewed this transition report on Form 20-F of Sky-mobi Limited (the “Company”); 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 by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Michael Tao Song Chief Executive Officer] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Fischer Xiaodong Chen Financial Officer Chief] [April 27, 2015 Sky-mobi Limited 10/F, Building B, United Mansion No. 2 Zijinghua Road, Hangzhou Zhejiang 310013 People’s Republic of China Dear Sir/Madam: Transition Report SEC We hereby consent to the reference of our name and inclusion of the summary and quotation of our opinion under the headings “Item 3.D. Key Information—Risk Factors” and “Item 4.A. Information on the Company—Business] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-175709 on Form S-8 of our reports dated April 27, 2015, relating to the financial statements of Sky-mobi Limited and the effectiveness of Sky-mobi Limited’s internal control over financial reporting (which report expresses an adverse opinion on the effectiveness of Shanghai, China] [27 April, 2015 Matter No.:820912 Doc Ref: AC/al/101820977v1 +852 2842 9531 Anna.Chong@conyersdill.com The Directors 10/F, Building B United Mansion No. 2 Zijinghua Road Hangzhou Zhejiang 310013 People’s Republic of China Dear Sirs, Sky-mobi Limited (the “Company”) Re: Form 20-F Commission In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of]

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PWRD [Perfect World] SC 13D/A: EQUITY CONTRIBUTION AGREEMENT Agreement Parent Company Schedule A

[EQUITY CONTRIBUTION AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder EQUITY CONTRIBUTION AGREEMENT (this “ RECITALS WHEREAS, concurrently herewith, Parent, Perfect World Merger Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a Merger Sub Merger Agreement Merger wholly owned subsidiary of Parent (“ Exchange Act Shares Schedule A Rollover Shares Parent] [CHINA MERCHANTS BANK CO., LTD., 535 Madison Ave., 18th Floor New York, NY 10022 CHINA MERCHANTS BANK CO., LTD., China Merchants Bank Tower 7088 Shennan Blvd. Shenzhen, Guangdong, China WING LUNG BANK 45 Des Voeux Road Central Hong Kong CONFIDENTIAL April 24, 2015 Perfect World Merger Company Limited Perfect World Plaza, Tower 306, 19th Floor 86 Beiyuan Road Chaoyang District] [(1) This CUSIP number applies to the Issuer’s American depositary shares, each representing five Class B ordinary shares, par value $0.0001 per share.]

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JRJC [China Finance Online] 20-F: (Original Filing)

[Title of each class Name of each exchange on which registered None None American Depositary Shares, each representing 5 ordinary shares* _______________________________________________________ (Title of Class) * None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 112,417,933 ordinary shares. o] [June 1, 2014 of The Loan Agreement (the "Agreement") is entered into as LENDER: Zhengyong Information Technology (Shanghai) Co., Ltd Registered Address: 301-A#, the 8th Building, No. 690, Bibo Road, Zhangjiang High Tech Zone, Pudong New Area , Shanghai, P.R.C. Lin Y BORROWER A: ， Address: Block C 938-941# ID No.: 371100197603010016 Yi Yang BORROWER B: ， Address: Block C] [[Translated from the original Chinese version] PURCHASE OPTION AND COOPERATION AGREEMENT among Party A Zhengyong Information Technology (Shanghai) Co., Ltd Lin Yang Party B Yi Yang Party C and Party D Shenzhen Newrand Securities Advisory and Investment Co., Ltd. June 1, 2014 BEIJING, CHINA 1 PURCHASE OPTION AND COOPERATION AGREEMENT June 1, 2014 This Purchase Option and Cooperation Agreement ("this] [[Translated from the original Chinese version] OPERATION AGREEMENT between PARTY A Zhengyong Information Technology (Shanghai) Co., Ltd. and Shenzhen Newrand Securities Advisory and Investment Co., Ltd. June 1, 2014 BEIJING, CHINA 1 TABLE CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. OPERATIONAL SUPPORT 4 4 ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT 5 5 ARTICLE 6. CONFIDENTIALITY 5 6 ARTICLE 8.] [[Translated from the original Chinese version] TECHNICAL SUPPORT AGREEMENT Between PARTY A Zhengyong Information Technology (Shanghai) Co., Ltd and Party B Shenzhen Newrand Securities Advisory and Investment Co., Ltd. June 1, 2014 BEIJING, CHINA 1 TABLE CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 4 ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE 4 4 ARTICLE 5. CONFIDENTIALITY 5 ARTICLE] [[Translated from the original Chinese version] STRATEGIC CONSULTING SERVICE AGREEMENT between Party A Shenzhen Newrand Securities Advisory and Investment Co., Ltd. and PARTY B Zhengyong Information Technology (Shanghai) Co., Ltd. June 1, 2014 BEIJING, CHINA 1 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 4 ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE 4 4 ARTICLE 5. CONFIDENTIALITY] [February 12, 2014 The Loan Agreement (the "Agreement") is entered into as of LENDER: Zhengyong Information Technology (Shanghai) Co., Ltd Registered Address: 301-A#, the 8th Building, No. 690, Bibo Road, Zhangjiang High Tech Zone, Pudong New Area , Shanghai, P.R.C. BORROWER A: Ran Tao ， Address: Block C 938-941# ID No.: 11010219801019302X BORROWER B: Haibin Wang ， Address: Block C] [[Translated from the original Chinese version] PURCHASE OPTION AND COOPERATION AGREEMENT among Party A Zhengyong Information Technology (Shanghai) Co., Ltd Party B Ran Tao Haibin W Party C and Beijing Mingfu Economics Institute Co., Ltd. Party D February 12, 2014 BEIJING, CHINA 1 PURCHASE OPTION AND COOPERATION AGREEMENT February 12, 2014 This Purchase Option and Cooperation Agreement ("this Agreement") is] [[Translated from the original Chinese version] SHARE PLEDGE AGREEMENT This Share Pledge Agreement (this "Agreement") is executed by and among the following parties on February 12, 2014. Pledgor B: Haibin Wang ， Address: Block C 938-941# ID No. 220281198303220016 Pledgor A: Ran Tao ， Address: Block C 938-941# ID No.: 11010219801019302X Pledgee: Zhengyong Information Technology (Shanghai) Co., Ltd Registered address:] [[Translated from the original Chinese version] OPERATION AGREEMENT between PARTY A Zhengyong Information Technology (Shanghai) Co., Ltd and Beijing Mingfu Economics Institute Co., Ltd. February 12,2014 BEIJING, CHINA 1 TABLE CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. OPERATIONAL SUPPORT 4 4 ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT 5 5 ARTICLE 6. CONFIDENTIALITY 5 5 ARTICLE 8. DISPUTE RESOLUTION 6] [[Translated from the original Chinese version] TECHNICAL SUPPORT AGREEMENT Between PARTY A Zhengyong Information Technology (Shanghai) Co., Ltd and Beijing Mingfu Economics Institute Co., Ltd. Party B February 12, 2014 BEIJING, CHINA 1 TABLE CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 4 ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING] [[Translated from the original Chinese version] STRATEGIC CONSULTING SERVICE AGREEMENT between Mingfu Economics Institute Co., Ltd. Party A Beijing and PARTY B Zhengyong Information Technology (Shanghai) Co., Ltd February 12, 2014 BEIJING, CHINA 1 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 4 ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE] [The Loan Agreement (the "Agreement") is entered into as of May 14, 2014 among the following parties in Beijing, the People's Republic of China (the "PRC"): LENDER: Fortune Software (Beijing) Co., Ltd. Registered address: 626#, Astronautics precise building, No.30, Haidiannan Road, Haidian District, Beijing, PRC. Zhiwei Z BORROWER A: ， Address: Block C 938-941# ID No.: 110102196307100139 BORROWER B: Jun] [[Translated from the original Chinese version] PURCHASE OPTION AND COOPERATION AGREEMENT among Party A Fortune Software (Beijing) Co., Ltd. Zhiwei Z Party B Jun Wang Party C and Party D Shanghai Stockstar Securities Advisory and Investment Co., Ltd. May 2014 BEIJING, CHINA 1 PURCHASE OPTION AND COOPERATION AGREEMENT M This Purchase Option and Cooperation Agreement ("this Agreement") is entered into] [[Translated from the original Chinese version] OPERATION AGREEMENT between PARTY A Fortune Software (Beijing) Co., Ltd. and Shanghai Stockstar Securities Advisory and Investment Co., Ltd. May 14, 2014 BEIJING, CHINA 1 TABLE CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. OPERATIONAL SUPPORT 4 4 ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT 5 5 ARTICLE 6. CONFIDENTIALITY 5 5 ARTICLE 8. DISPUTE] [[Translated from the original Chinese version] TECHNICAL SUPPORT AGREEMENT Between PARTY A Fortune Software (Beijing) Co., Ltd. and Party B Shanghai Stockstar Securities Advisory and Investment Co., Ltd. May 14, 2014 BEIJING, CHINA 1 TABLE CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 4 ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE 4 4 ARTICLE 5. CONFIDENTIALITY 5 ARTICLE 6.] [[Translated from the original Chinese version] STRATEGIC CONSULTING SERVICE AGREEMENT between Party A Shanghai Stockstar Securities Advisory and Investment Co., Ltd. and PARTY B Fortune Software (Beijing) Co., Ltd. May 14, 2014 BEIJING, CHINA 1 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 4 ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4] [Zhengjin (Fujian) Precious Metal Investment Co., Ltd Zhengjin (Tianjin) Precious Metal Management Co., Ltd And Du Shihong Bai Xuefeng Regarding Precious Metals Business Strategic Cooperation Framework Agreement December, 2013 1 Cooperation Framework Agreement Agreement Party Parties This Cooperation Framework Agreement (" Party A: Zhengjin (Fujian) Precious Metal Investment Co., Ltd Authorized Representative: Ma Yong Address: C-205, Zhengda Plaza, No.18, Wuyi] [Reorganization Framework Agreement TABLE OF CONTENTS ARTICLE 1 REORGANIZATION OBJECTIVES AND PRINCIPLES 4 1.1 Reorganization Objectives of Tahoe 4 1.2 Reorganization Objectives of Investment Consulting Platform 5 1.3 Reorganization Objectives of Institutional Platform 6 1.4 Reorganization Principles 7 ARTICLE 2 REORGANIZATION STEPS AND CLOSING 7 2.1 Execution of Relevant Documents 7 2.2 Change of Registration. 7 2.3 Transfer of Operation] [Reorganization Framework Agreement TABLE OF CONTENTS ARTICLE 1 REORGANIZATION OBJECTIVES AND PRINCIPLES 3 1.1 The Reorganization Objectives of Newrand and East Win 3 1.2 The Reorganization Objectives of Cowboy 3 1.3 Reorganization Principles 3 ARTICLE 2 REORGANIZATION STEPS AND CLOSING 3 2.1 Execution of Relevant Documents 3 2.2 Change of Registration 3 2.3 Transitional Arrangement 4 ARTICLE 3 CONFIDENTIALITY 4] [CITIC Securities-China Finance Online Business Cooperation Framework Agreement Party A: Legal Representative: Wang Dongming Times Square Excellence (Phase II ) Address: North Tower, Tel: (010) 60837233 Fax: (010) 60833739 Party B: China Finance Online Co., Ltd Legal Representative: Zhao Zhiwei Address: 13/F GLOUCESTER TOWER THE LANDMARK 15 QUEEN’S ROAD CENTRAL HK Tel: (010) 58325389 Fax: (010) 58325200 www.jrj.com, a professional] [Online Securities Business Cooperation Agreement Party A: Legal Representative: Huang Yanglu Party B: Legal Representative: Zhao Zhiwei This Agreement is entered into by and between Party A and Party B in August 2014. WHEREAS: 1. (www.jrj.com), a professional and high-end finance comprehensive new media platform, and ( ). Party B, Beijing Glory Technology Co., Ltd is an affiliate of China] [Online Securities Business Cooperation Agreement Party A: Greatwall Securities Co., Ltd Legal Representative: Huang Yaohua Address: Building No. 14, 16, 17, Press Plaza, No.6008 Shennan Avenue, Futian District, Shenzhen Tel: 0755-83516141 Fax: 0755-83516189 Party B: Beijing Glory Technology Co., Ltd Legal Representative: Zhao Zhiwei Address: Room 1132-1133, No.10, Xuan Wu Men Wai Street, Xicheng District, Beijing Tel: 010-58325389 Fax: 010-58325200] [Online Securities Business Operation Agreement Party A: China International Capital Co. Ltd Legal Representative: Jin Liqun Address: 27/F & 28/F, China World Tower 2, No.1, Jian Guo Men Wai Street, Chaoyang District, Beijing Tel: 86-10-65051166 Fax: 86-10-65052709 Party B: Beijing Glory Technology Co., Ltd Legal Representative: Zhao Zhiwei Address: Room 1132-1133, No.10, Xuan Wu Men Wai Street, Xicheng District, Beijing] [Online Securities Business Operation Agreement Party A: Heng Tai Securities Co., Ltd Legal Representative: Pang Jiemin Address: Building D, Dongfang Junzuo Plaza, Chilechuan Street, Huhehaote. Tel: 0471-4979037 Fax: Party B: Beijing Glory Technology Co., Ltd Legal Representative: Zhao Zhiwei Address: Room 1132-1133, No.10, Xuan Wu Men Wai Street, Xicheng District, Beijing Tel: 010-58325389 Fax: 010-58325200 This Agreement is entered into] [The following table sets forth the details of our principal subsidiaries and significant PRC-incorporated affiliates as of December 31, 2014: Name Jurisdiction of Incorporation Legal Ownership 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 We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (No. 333-157670, No.333-139192, and No.333-123802) and Form S-8/A (No. 333-139192) of China Finance Online Co., Ltd., its subsidiaries, its variable interest entities (“VIEs”) and its VIE’s subsidiaries of our report dated April 27, 2015, with respect to the] [Consent of Jincheng Tongda & Neal Law Firm April 27, 2015 China Finance Online Co. Limited th 9 No. 35 Financial Street, Xicheng District Beijing 100033, China Annual Report SEC We hereby consent to the reference to our firm and the summary of our opinion under the “Item 4. Information on the Company - B. Business overview - Regulation” and]

By | 2016-03-13T18:07:42+00:00 April 27th, 2015|Categories: Chinese Stocks, JRJC, SEC Original|Tags: , , , , , |0 Comments
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