[Jun Wang, Chief Financial Officer Telephone: + (86 10) 58325288 Email: ir@jrj.com Facsimile: + (86 10)58325200 9/F, Tower C, Corporate Square No.35 Financial Street, Xicheng District Beijing 100033, China (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Title of each class Name of each exchange on which registered None None American Depositary Shares, each representing 5] [[Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION among SHAOMING SHI and LIN YANG and SHENZHEN SHANGTONG SOFTWARE CO., LTD FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD. JANUARY, 2012 BEIJING, CHINA The framework agreement is entered into as of the date of January 1, 2012 in Beijing, People’s Republic of China (the “PRC”) by and among the] [[Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION among LIN YANG and LINGHAI MA and SHENZHEN SHANGTONG SOFTWARE CO., LTD FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD. JANUARY, 2012 BEIJING, CHINA The framework agreement is entered into as of the date of January 1, 2012 in Beijing, People’s Republic of China (the “PRC”) by and among the] [[Translated from the original Chinese version] PURCHASE OPTION AND COOPERATION AGREEMENT among FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD. LINGHAI MA LIN YANG and SHENZHEN SHANGTONG SOFTWARE CO., LTD. January 1, 2012 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 January 1,] [[Translated from the original Chinese version] SHARE PLEDGE CONTRACT This Share Pledge Contract (this “Contract”) is executed by and among the following parties on January 1, 2012. Pledgor A: Linghai Ma ID No.: 210821197010201014 Address: 9th Floor of Tower C, Corporate Square, 35 Financial Street, Xicheng District, Beijing Pledgor B: Lin Yang ID No.: 371100197603010016 Address: 9th Floor of Tower] [[Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION among LIN YANG and SHENZHEN NEWRAND SECURITIES ADVISORY AND INVESTMENT CO., LTD. FORTUNE SOFTWARE (BEIJING) CO., LTD. BEIJING FUHUA INNOVATION TECHNOLOGY DEVELOPMENT CO., LTD. JANUARY, 2012 BEIJING, CHINA The framework agreement is entered into as of the date of January 11, 2012 in Beijing, People’s Republic of China] [[Translated from the original Chinese version] FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION among LINGHAI MA and SHENZHEN NEWRAND SECURITIES ADVISORY AND INVESTMENT CO., LTD. FORTUNE SOFTWARE (BEIJING) CO., LTD. BEIJING FUHUA INNOVATION TECHNOLOGY DEVELOPMENT CO., LTD. FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD JANUARY, 2012 BEIJING, CHINA The framework agreement is entered into as of the date of January 11, 2012] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. LIN YANG and SHENZHEN NEWRAND SECURITIES ADVISORY AND INVESTMENT CO., LTD. JANUARY 11, 2012 BEIJING, CHINA PURCHASE OPTION AGREEMENT This Purchase Option Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on January 11, 2012 by and among: Party A:] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. LINGHAI MA and SHENZHEN NEWRAND SECURITIES ADVISORY AND INVESTMENT CO., LTD. JANUARY 11, 2012 BEIJING, CHINA PURCHASE OPTION AGREEMENT This Purchase Option Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on January 11, 2012 by and among: Party A:] [No. SZ12ZD02-01 [Translated from the original Chinese version] PROPRIETARY INFORMATION LICENSE AGREEMENT Agreement No.: SZ12ZD02-01 License No.: SHENZHENGXU 12ZD02-01 PARTY A: SHENZHEN SECURITIES INFORMATION CO., LTD. ADDRESS: F6, BUILDING 10, SHANGBU INDUSTRIAL ZONE, WEST HONGLI ROAD, SHENZHEN POSTAL CODE: 518028 NAME IN ENGLISH: SHENZHEN SECURITIES INFORMATION CO., LTD. PARTY B: BEIJING FUHUA INNOVATION TECHNOLOGY DEVELOPMENT CO., LTD ADDRESS: FLOOR 9,] [[Translated from the original Chinese version] SECURITIES INFORMATION LICENSE CONTRACT Contract No:L12006028 Address: 528 Pudong South Road, Shanghai Party B: Beijing Fuhua Innovation Technology Development Co., Ltd. Address: 9/F., Tower C, Corporate Square, No.35 Financial Street, Xicheng District, Beijing Whereas: Upon friendly negotiation, Party A and Party B agree upon Party A’s grant to Party B a license to operate] [Market Data Vendor Licence Agreement AN AGREEMENT st day of March, 2011 BETWEEN:- (1) HKEx INFORMATION SERVICES LIMITED (“HKEx-IS”) (2) (“the Licensee”) The person whose name and address is set out in Schedule 1 WHEREAS:- (A) HKEx-IS is an indirect wholly owned subsidiary of Hong Kong Exchanges and Clearing Limited. (B) It has been agreed that HKEx-IS will grant to] [The following table sets forth the details of our principle subsidiaries and significant PRC-incorporated affiliates as of December 31, 2011: Name Jurisdiction Legal 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% Fortune (Beijing) Wisdom Technology] [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 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 April 27, 2012, relating to the consolidated financial statements and financial statement schedule of China Finance Online Co. Limited, its] [April 23, 2012 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 EX-15.2 19 d295980dex152.htm WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED]