JRJC [China Finance Online] S-8:

[] [CHINA FINANCE ONLINE CO. LTD. 2014 STOCK INCENTIVE PLAN PURPOSE OF PLAN The purpose of the China Finance Online Co. Ltd. 2014 Stock Incentive Plan (this “PLAN”) is to promote the success of the Corporation and to increase shareholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other] [Opinion and Consent of Proskauer Rose Proskauer Rose Suites 1701-1705, 17/F Two Exchange Square, 8 Connaught Place, Central Hong Kong 7 August, 2014 To: China Finance Online Co. Limited 9th Floor, Tower C, Corporate Square No. 35 Financial Street, Xicheng District Beijing 100032, China Dear Sirs, China Finance Online Co. Limited (the “Company”) Registration Statement Commission Securities Act Relevant Shares] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-157670 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 Note 2), relating to the consolidated financial statements and financial statement schedule of China Finance Online] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Beijing, People’s Republic of China August 7, 2014 EX-23.3 5 d770666dex233.htm EX-23.3]

JRJC [China Finance Online] 6-K: (Original Filing)

[China Finance Online Co. Limited’s 2014 Annual General Meeting as a publicly traded company was held in Beijing at 10:00 am (Beijing time) on June 27, 2014 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] [HONG KONG (Jurisdiction of incorporation or organization) 9th Floor of Tower C, Corporate Square NO.35 Financial Street, Xicheng District Beijing, China 100033 n/a TABLE OF CONTENTS EX-99.1 RESULTS OF 2014 ANNUAL GENERAL MEETING]

JRJC [China Finance Online] 6-K: China Finance Online Co. Limited’s 2014 Annual General

[China Finance Online Co. Limited’s 2014 Annual General Meeting as a publicly traded company was held in Beijing at 10:00 am (Beijing time) on June 27, 2014 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] [HONG KONG (Jurisdiction of incorporation or organization) 9th Floor of Tower C, Corporate Square NO.35 Financial Street, Xicheng District Beijing, China 100033 n/a TABLE OF CONTENTS EX-99.1 RESULTS OF 2014 ANNUAL GENERAL MEETING]

JRJC [China Finance Online] 6-K: (Original Filing)

[China Finance Online Reports 2014 First Quarter Unaudited Financial Results - Net revenues increased 321% YoY to first quarter record of $23.2 million – Beijing, China, June 19, 2014 – China Finance Online Co. Limited ("China Finance Online”, or the “Company”, “we”, “us” or “our”) (NASDAQ GS: JRJC) 2014 First Quarter Financial Summary · Net revenues were $23.2 million, representing] [China Finance Online Co. Limited]

JRJC [China Finance Online] 6-K: China Finance Online Reports 2014 First Quarter Unaudited

[China Finance Online Reports 2014 First Quarter Unaudited Financial Results - Net revenues increased 321% YoY to first quarter record of $23.2 million – Beijing, China, June 19, 2014 – China Finance Online Co. Limited ("China Finance Online”, or the “Company”, “we”, “us” or “our”) (NASDAQ GS: JRJC) 2014 First Quarter Financial Summary · Net revenues were $23.2 million, representing] [China Finance Online Co. Limited]

JRJC [China Finance Online] 6-K: (Original Filing)

[CHINA FINANCE ONLINE CO. LIMITED http:///www.sec.gov http://ir.chinafinanceonline.com/phoenix.zhtml?c=183451&p=irol-reportsannual The directors of China Finance Online Co. Limited, or the Company, present their report and the audited financial statements for the year ended December 31, 2013, or the Financial Statements, which can be accessed through the SEC website at PRINCIPAL ACTIVITIES The Company acts as an investment holding company and provides corporate management] []

JRJC [China Finance Online] 6-K: (Original Filing)

[CHINA FINANCE ONLINE CO. LIMITED NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT th Notice is hereby given that an Annual General Meeting of Shareholders, or the Meeting, of China Finance Online Co. Limited, or the Company, will be held on June 27, 2014 at 10:00 a.m., Beijing time, at the offices of the Company, 9 1. To] [PROXY FORM For holders of Ordinary Shares of China Finance Online Co. Limited ORDINARY RESOLUTIONS 1. To re-elect Rongquan Leng as a Director. □ FOR □ AGAINST □ABSTAIN 2. To re-elect Jun Wang as a Director. □ FOR □ AGAINST □ABSTAIN 3. To approve the appointment of Grant Thornton China as independent auditors of the Company for a term ending] [] [TABLE OF CONTENTS EX-99.1 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT FOR ANNUAL GENERAL MEETING EX-99.2 FORM OF PROXY CARD FOR HOLDERS OF ORDINARY SHARES EX-99.3 FORM OF PROXY CARD FOR HOLDERS OF AMERICAN DEPOSITORY SHARES]

JRJC [China Finance Online] 20-F: FORM 20-F (Mark One) [ ] OR [X]

[FORM 20-F (Mark One) [ ] OR [X] For the fiscal year ended December 31, 2013 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] [Shenzhen Newrand Securities Advisory and Investment Co., Ltd. And Shenzhen Champion Connection Co., Ltd. And Mr. Zhou By and Among Assets Purchase Agreement July 1, 2013 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 5 1.1 Definitions 5 1.2 Interpretation 7 ARTICLE 2 SUBJECT MATTER 7 ARTICLE 3 PURCHASE CONSIDERATION AND PAYMENT 8 3.1 Purchase Consideration 8 3.2 Terms of Payment 8] [PURCHASE AGREEMENT Company Investor This Purchase Agreement is entered into on July 1, 2013, by and between Giant Bright International Holdings Limited, a company duly incorporated in British Virgin Islands (" WHEREAS, (1) (2) The Investor undertakes that it is committed to developing the investment consulting business of the Company and its subsidiaries and affiliates, and will procure Champion to] [AGREEMENT FOR CHANGE OF PARTIES TO THE CONTRACT Effective Date THIS AGREEMENT FOR CHANGE OF PARTIES TO THE CONTRACT (“Agreement”) is entered into by and among the following Parties in on August 31, 2013 (" (1) Company: Giant Bright International Holdings Limited, a company duly incorporated in British Virgin Islands; (2) Original Investor: Champion Connection Network H.K Limited, a company] [PURCHASE AGREEMENT Company Investor This Purchase Agreement is entered into on July 1, 2013, by and between Giant Bright International Holdings Limited, a company duly incorporated in British Virgin Islands (" WHEREAS, (1) (2) The Investor undertakes that it will transfer 30% shares of East Win actually held by it to a domestic individual designated by the Company, and agrees] [Assets Purchase Agreement By and Among Shenzhen Genius Information Technology Co., Ltd. And Shenzhen Champion Connection Co., Ltd. July 1, 2013 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 5 1.1 Definitions 5 1.2 Interpretation 7 ARTICLE 2 SUBJECT MATTER 8 ARTICLE 3 PURCHASE CONSIDERATION AND PAYMENT 8 3.1 Purchase Consideration] [PURCHASE AGREEMENT Company Investor This Purchase Agreement is entered into on July 1, 2013, by and between Mainfame Group Limited, a company duly incorporated in British Virgin Islands (" WHEREAS, (1) (2) The Investor undertakes that it is committed to developing the institutional customer business of the Company and its subsidiaries and affiliates, and will procure Champion to sell its] [Cooperation Framework Agreement Regarding Precious Metals Business Shanghai Stockstar Wealth Management Co., Ltd. And Golden Pioneer (Beijing) Network Technologies Co., Ltd. And Shanghai Excellence Advertising Co., Ltd. July 2013 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 2 1.1 Definitions 2 1.2 Interpretation 3 ARTICLE 2 SCOPE AND FORM OF COOPERATION 3 2.1 Scope of Cooperation 3 2.2 Form of Cooperation 3] [Shenzhen Tahoe Investment and Development Co., Ltd. CAPITAL INCREASE AND SHAREHOLDERS' AGREEMENT September 2013 TABLE OF CONTENTS Article 1 INTERPRETATION 2 1.1 Definitions 2 1.2 Interpretation 3 Article 2 CAPITAL INCREASE 3 2.1 Subscription of Capital 3 2.2 Payment and Verification of Subscribed Capital 4 2.3 Use of Increased Capital 4 Article 3 CLOSING CONDITIONS] [The following table sets forth the details of our principle subsidiaries and significant PRC-incorporated affiliates as of December 31, 2013: 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. Jeff Wang] [th Ave., Chaoyang Dist., Beijing, 100004 T +86 (10) 8566 5588 F www.GrantThornton.com CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Grant Thornton Beijing, People’s Republic of China May 6, 2014] [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 Note]

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