SMI [SEMICONDUCTOR MANUFACTURING INTERNATIONAL] 20-F: (Original Filing)

[FORM 20-F o OR x OR o OR o Semiconductor Manufacturing International Corporation Not Applicable Cayman Islands (Jurisdiction of incorporation or organization) 18 Zhangjiang Road, Pudong New Area, Shanghai, China 201203 Mr. Gao Yonggang, Chief Financial Officer Telephone: (8621) 3861-0000 Facsimile: (8621) 3895-3568 18 Zhangjiang Road, Pudong New Area, Shanghai, China 201203 (Name, Telephone, E-mail and/or Facsimile number and Address] [4 . 12 Dated 4 June 2014 SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION and DEUTSCHE BANK AG, HONG KONG BRANCH and J.P. MORGAN SECURITIES PLC SUBSCRIPTION AGREEMENT relating to US$95,000,000 Zero Coupon Convertible Bonds due 2018 convertible into ordinary shares of Semiconductor Manufacturing International Corporation (to be consolidated and form a single series with the US$200,000,000 Zero Coupon Convertible Bonds due 2018] [4 . 13 Dated 25 September 2014 SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION and DEUTSCHE BANK AG, SINGAPORE BRANCH and J.P. MORGAN SECURITIES PLC SUBSCRIPTION AGREEMENT relating to US$500,000,000 4.125 per cent. Bonds due 2019 10th Floor, Alexandra House Chater Road Hong Kong Telephone (852) 2842 4888 Facsimile (852) 2810 8133/2810 1695 Ref: L-229156 Table of Contents Clause Heading Page 1 Issue] [4 . 14 Dated 4 June 2014 (1) SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION and (2) DATANG HOLDINGS (HONGKONG) INVESTMENT COMPANY LIMITED and (3) DEUTSCHE BANK AG, HONG KONG BRANCH and (4) J.P. MORGAN SECURITIES (ASIA PACIFIC) LIMITED PLACING AND SUBSCRIPTION AGREEMENT relating to Shares in the share capital of 10th Floor, Alexandra House Chater Road Hong Kong Telephone (852) 2842 4888] [5 SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT Agreement (the “ 12 February 2015 Company , by and among Semiconductor Manufacturing International Corporation, a company established under the laws of Cayman Islands (the “ China Integrated Circuit Industry Investment Fund Co., Ltd. ( 国家集成电路产业投资基金股份有限公司 ), a company established under the laws of the People’s Republic of China Buyer (the “ WHEREAS] [6 SERVICE CONTRACT Dear [Name of Director], Appointment of Director Director Board Company We hereby write to confirm the terms of your service contract as a director (“ 1. You shall, subject as hereinafter provided, be appointed as a Class [*] Director. 2. Subject to paragraphs 3 and 6 below, your appointment shall be for a term commencing on [date] [7 SERVICE CONTRACT Dear [Name of Director], Appointment of Director Director Board Company We hereby write to confirm the terms of your service contract as a director (“ 1. You shall, subject as hereinafter provided, be appointed as a Class [*] Director. 2. Subject to paragraphs 3 and 6 below, your appointment shall be for a term commencing on [date]] [8 .1 List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation Names Under Which Subsidiary Does Business Semiconductor Manufacturing International (Shanghai) Corporation PRC Semiconductor Manufacturing International (Shanghai) Corporation Semiconductor Manufacturing International (Beijing) Corporation PRC Semiconductor Manufacturing International (Beijing) Corporation Semiconductor Manufacturing International (Tianjin) Corporation PRC Semiconductor Manufacturing International (Tianjin) Corporation Semiconductor Manufacturing North China (Beijing) Corporation PRC Semiconductor Manufacturing North] [CERTIFICATIONS I, Tzu-Yin Chiu, certify that: 1. I have reviewed this annual report on Form 20-F of Semiconductor Manufacturing International Corporation; 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 I, Gao Yonggang, certify that: 1. I have reviewed this annual report on Form 20-F of Semiconductor Manufacturing International Corporation; 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] [28 , 201 5 Dr. Gao Yonggang Dr. Gao Yonggang EX-13.1 11 a15-9715_1ex13d1.htm EX-13.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S 8 (Nos. 333-193189, 333-170770 and 333-113797) of Semiconductor Manufacturing International Corporation of our report dated April 28, 2015 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20] [2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-193189, 333-170770 and 333-113797 on Form S-8 of our reports dated March 12 , 201 4 , relating to the financial statements and financial statement schedule of Semiconductor Manufacturing International Corporation, appearing in this Annual Report on Form 20-F of Semiconductor] [6 .1 Deloitte Touche Tohmatsu Consent Letter on change of auditors April 28, 2015 Dear Sirs/Madams: We have read Item 16F of Semiconductor Manufacturing International Corporation's Form 20-F dated April 28 , 2015, and have the following comments: 1. We agree with the statements made in paragraph 1 to 4 of Item 16F for which we have a basis on]

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GIGM [GIGAMEDIA] 20-F: Page PART I 3 ITEM 1. IDENTITY OF

[Page PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 18 ITEM 4A. UNRESOLVED STAFF COMMENTS 31 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 31 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 50 ITEM 7. MAJOR] [List of Subsidiaries Subsidiary* Year of Incorporation Jurisdiction of Incorporation Hoshin GigaMedia Center Inc. 1998 Taiwan GigaMedia (HK) Limited 2004 Hong Kong GigaMedia International Holdings Limited 2004 British Virgin Islands Cambridge Entertainment Software Limited 2004 British Virgin Islands FunTown World Limited 2005 British Virgin Islands GigaMedia Online Entertainment Corp. 2009 Cayman Islands FunTown Hong Kong Limited 1999 Hong Kong Cambridge] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER THE SARBANES-OXLEY ACT OF 2002 I, Collin Hwang, Chief Executive Officer of GigaMedia Limited, certify that: 1. I have reviewed this annual report on Form 20-F of GigaMedia 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] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER THE SARBANES-OXLEY ACT OF 2002 I, Dirk Chen, Chief Financial Officer of GigaMedia Limited, certify that: 1. I have reviewed this annual report on Form 20-F of GigaMedia 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] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Collin Hwang Chief Executive Officer EX-13.1 5 d847435dex131.htm EX-13.1] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dirk Chen Chief Financial Officer EX-13.2 6 d847435dex132.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm The Board of Directors GigaMedia Limited: We consent to the incorporation by reference in the registration statements (No. 333-148663, No. 333-142963, No. 333-119616, No. 333-160535 and No. 333-168123) on Form S-8 of GigaMedia Limited of our report dated April 28, 2015, with respect to the consolidated financial statements of GigaMedia Limited as of] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-148663, Form S-8 No. 333-142963, Form S-8 No. 333-119616, Form S-8 No. 333-160535 and Form S-8 No. 333-168123) of GigaMedia Limited of our report dated April 30, 2013, on the consolidated financial statements for the year ended December 31,]

CHA [CHINA TELECOM] 20-F: (Original Filing)

[TABLE OF CONTENTS Page PART I - 2 - Item 1. Identity of Directors, Senior Management and Advisers - 2 - Item 2. Offer Statistics and Expected Timetable - 2 - Item 3. Key Information - 2 - Item 4. Information on the Company - 15 - Item 4A. Unresolved Staff Comments - 35 - Item 5. Operating and Financial] [ARTICLES OF ASSOCIATION OF CHINA TELECOM CORPORATION LIMITED (Inclusive of alterations made up to 29 May 2014) CONTENTS CLAUSE PAGE CHAPTER 1: GENERAL PROVISIONS 1 CHAPTER 2: THE COMPANY’S OBJECTIVES AND SCOPE OF BUSINESS 3 CHAPTER 3: SHARES AND REGISTERED CAPITAL 4 CHAPTER 4: REDUCTION OF CAPITAL AND REPURCHASE OF SHARES] [China Communications Facility Service Corporation Limited Promoter Agreement July 11, 2014 CONTENT Chapter I The Corporation 2 Chapter II Scope of Business 2 Chapter III Corporation Stock Shares and Registered Capital 2 Chapter IV 3 Chapter V Promoters’ Statements and Commitments 3 Chapter VI Promoters’ Liabilities for Breach of Contract 3 Chapter VII Miscellaneous 4 China Communications Facility Service Corporation] [List of Subsidiaries Name Jurisdiction of Incorporation China Telecom Group Yellow Pages Information Company Ltd. The People’s Republic of China China Telecom Global Limited (formerly known as China Telecom (Hong Kong) International Limited) Hong Kong Special Administrative Region China Telecom (Europe) Ltd. London, United Kingdom China Telecom System Integration Co., Limited The People’s Republic of China China Telecom (Americas) Corporation] [Certification I, Wang Xiaochu, certify that: 1. I have reviewed this annual report on Form 20-F of China Telecom Corporation Limited (the “Company”); 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] [Certification I, Ke Ruiwen, certify that: 1. I have reviewed this annual report on Form 20-F of China Telecom Corporation Limited (the “Company”); 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] [Certification Wang Xiaochu Chief Executive Officer EX-13.1 7 d913480dex131.htm EX-13.1] [Certification Ke Ruiwen Executive Director and Executive Vice President (performing the functions of the principal financial officer) EX-13.2 8 d913480dex132.htm EX-13.2]

SMI [SEMICONDUCTOR MANUFACTURING INTERNATIONAL] 20-F: FORM 20-F o OR x OR o OR

[FORM 20-F o OR x OR o OR o Semiconductor Manufacturing International Corporation Not Applicable Cayman Islands (Jurisdiction of incorporation or organization) 18 Zhangjiang Road, Pudong New Area, Shanghai, China 201203 Mr. Gao Yonggang, Chief Financial Officer Telephone: (8621) 3861-0000 Facsimile: (8621) 3895-3568 18 Zhangjiang Road, Pudong New Area, Shanghai, China 201203 (Name, Telephone, E-mail and/or Facsimile number and Address] [4 . 12 Dated 4 June 2014 SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION and DEUTSCHE BANK AG, HONG KONG BRANCH and J.P. MORGAN SECURITIES PLC SUBSCRIPTION AGREEMENT relating to US$95,000,000 Zero Coupon Convertible Bonds due 2018 convertible into ordinary shares of Semiconductor Manufacturing International Corporation (to be consolidated and form a single series with the US$200,000,000 Zero Coupon Convertible Bonds due 2018] [4 . 13 Dated 25 September 2014 SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION and DEUTSCHE BANK AG, SINGAPORE BRANCH and J.P. MORGAN SECURITIES PLC SUBSCRIPTION AGREEMENT relating to US$500,000,000 4.125 per cent. Bonds due 2019 10th Floor, Alexandra House Chater Road Hong Kong Telephone (852) 2842 4888 Facsimile (852) 2810 8133/2810 1695 Ref: L-229156 Table of Contents Clause Heading Page 1 Issue] [4 . 14 Dated 4 June 2014 (1) SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION and (2) DATANG HOLDINGS (HONGKONG) INVESTMENT COMPANY LIMITED and (3) DEUTSCHE BANK AG, HONG KONG BRANCH and (4) J.P. MORGAN SECURITIES (ASIA PACIFIC) LIMITED PLACING AND SUBSCRIPTION AGREEMENT relating to Shares in the share capital of 10th Floor, Alexandra House Chater Road Hong Kong Telephone (852) 2842 4888] [5 SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT Agreement (the “ 12 February 2015 Company , by and among Semiconductor Manufacturing International Corporation, a company established under the laws of Cayman Islands (the “ China Integrated Circuit Industry Investment Fund Co., Ltd. ( 国家集成电路产业投资基金股份有限公司 ), a company established under the laws of the People’s Republic of China Buyer (the “ WHEREAS] [6 SERVICE CONTRACT Dear [Name of Director], Appointment of Director Director Board Company We hereby write to confirm the terms of your service contract as a director (“ 1. You shall, subject as hereinafter provided, be appointed as a Class [*] Director. 2. Subject to paragraphs 3 and 6 below, your appointment shall be for a term commencing on [date] [7 SERVICE CONTRACT Dear [Name of Director], Appointment of Director Director Board Company We hereby write to confirm the terms of your service contract as a director (“ 1. You shall, subject as hereinafter provided, be appointed as a Class [*] Director. 2. Subject to paragraphs 3 and 6 below, your appointment shall be for a term commencing on [date]] [8 .1 List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation Names Under Which Subsidiary Does Business Semiconductor Manufacturing International (Shanghai) Corporation PRC Semiconductor Manufacturing International (Shanghai) Corporation Semiconductor Manufacturing International (Beijing) Corporation PRC Semiconductor Manufacturing International (Beijing) Corporation Semiconductor Manufacturing International (Tianjin) Corporation PRC Semiconductor Manufacturing International (Tianjin) Corporation Semiconductor Manufacturing North China (Beijing) Corporation PRC Semiconductor Manufacturing North] [CERTIFICATIONS I, Tzu-Yin Chiu, certify that: 1. I have reviewed this annual report on Form 20-F of Semiconductor Manufacturing International Corporation; 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 I, Gao Yonggang, certify that: 1. I have reviewed this annual report on Form 20-F of Semiconductor Manufacturing International Corporation; 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] [28 , 201 5 Dr. Gao Yonggang Dr. Gao Yonggang EX-13.1 11 a15-9715_1ex13d1.htm EX-13.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S 8 (Nos. 333-193189, 333-170770 and 333-113797) of Semiconductor Manufacturing International Corporation of our report dated April 28, 2015 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20] [2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-193189, 333-170770 and 333-113797 on Form S-8 of our reports dated March 12 , 201 4 , relating to the financial statements and financial statement schedule of Semiconductor Manufacturing International Corporation, appearing in this Annual Report on Form 20-F of Semiconductor] [6 .1 Deloitte Touche Tohmatsu Consent Letter on change of auditors April 28, 2015 Dear Sirs/Madams: We have read Item 16F of Semiconductor Manufacturing International Corporation's Form 20-F dated April 28 , 2015, and have the following comments: 1. We agree with the statements made in paragraph 1 to 4 of Item 16F for which we have a basis on]

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CHA [CHINA TELECOM] 20-F: TABLE OF CONTENTS Page PART I – 2

[TABLE OF CONTENTS Page PART I - 2 - Item 1. Identity of Directors, Senior Management and Advisers - 2 - Item 2. Offer Statistics and Expected Timetable - 2 - Item 3. Key Information - 2 - Item 4. Information on the Company - 15 - Item 4A. Unresolved Staff Comments - 35 - Item 5. Operating and Financial] [ARTICLES OF ASSOCIATION OF CHINA TELECOM CORPORATION LIMITED (Inclusive of alterations made up to 29 May 2014) CONTENTS CLAUSE PAGE CHAPTER 1: GENERAL PROVISIONS 1 CHAPTER 2: THE COMPANY’S OBJECTIVES AND SCOPE OF BUSINESS 3 CHAPTER 3: SHARES AND REGISTERED CAPITAL 4 CHAPTER 4: REDUCTION OF CAPITAL AND REPURCHASE OF SHARES] [China Communications Facility Service Corporation Limited Promoter Agreement July 11, 2014 CONTENT Chapter I The Corporation 2 Chapter II Scope of Business 2 Chapter III Corporation Stock Shares and Registered Capital 2 Chapter IV 3 Chapter V Promoters’ Statements and Commitments 3 Chapter VI Promoters’ Liabilities for Breach of Contract 3 Chapter VII Miscellaneous 4 China Communications Facility Service Corporation] [List of Subsidiaries Name Jurisdiction of Incorporation China Telecom Group Yellow Pages Information Company Ltd. The People’s Republic of China China Telecom Global Limited (formerly known as China Telecom (Hong Kong) International Limited) Hong Kong Special Administrative Region China Telecom (Europe) Ltd. London, United Kingdom China Telecom System Integration Co., Limited The People’s Republic of China China Telecom (Americas) Corporation] [Certification I, Wang Xiaochu, certify that: 1. I have reviewed this annual report on Form 20-F of China Telecom Corporation Limited (the “Company”); 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] [Certification I, Ke Ruiwen, certify that: 1. I have reviewed this annual report on Form 20-F of China Telecom Corporation Limited (the “Company”); 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] [Certification Wang Xiaochu Chief Executive Officer EX-13.1 7 d913480dex131.htm EX-13.1] [Certification Ke Ruiwen Executive Director and Executive Vice President (performing the functions of the principal financial officer) EX-13.2 8 d913480dex132.htm EX-13.2]

OSN [Ossen Innovation] 20-F: OSSEN INNOVATION CO., LTD. FORM 20-F ANNUAL REPORT

[OSSEN INNOVATION CO., LTD. FORM 20-F ANNUAL REPORT TABLE OF CONTENTS Page PART I Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 2 Item 4. Information On The Company 17 Item 4A. Unresolved Staff Comments 39] [List of Subsidiaries of Ossen Innovation Co. Ltd. Name Country of Incorporation Ossen Innovation Materials Group Co., Ltd. British Virgin Islands Ossen Group (Asia) Co., Ltd. British Virgin Islands Topchina Development Group Ltd. British Virgin Islands Ossen Innovation Materials Co. Ltd. People’s Republic of China Ossen (Jiujiang) New Materials Co., Ltd. People’s Republic of China] [EXCHANGE ACT RULE 13A-14(A)/15D-14(A) OF THE SARBANES-OXLEY ACT OF 2002 I, Wei Hua, certify that: 1. I have reviewed this annual report on Form 20-F of Ossen Innovation Co., Ltd.; 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,] [EXCHANGE ACT RULE 13A-14(A)/15D-14(A) OF THE SARBANES-OXLEY ACT OF 2002 I, Feng Peng, certify that: 1. I have reviewed this annual report on Form 20-F of Ossen Innovation Co., Ltd.; 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,] [1. 2. Wei Hua] [1. 2. Feng Peng (Principal Financial Officer)]

SFUN [SouFun] 20-F: (Original Filing)

[] [OPERATING AGREEMENT China This Agreement is made and entered into by the Parties below on December 4, 2014 in Beijing, People’s Republic of China (“ Party A Party B Party C WHEREAS: 1. Party A is a wholly foreign owned enterprise established in China; 2. Party B is a wholly domestically funded company registered in China, with the approval of] [EQUITY PLEDGE AGREEMENT Agreement China This Equity Pledge Agreement (this “ Pledgee Pledgor Parties The Pledgee and the Pledgor are hereinafter referred collectively as the “ Whereas: Company The Pledgor is a PRC citizen hold the entire equity interest (RMB2,149,385) in Beijing Hua Ju Tian Xia Network Technology Co., Ltd. (the “ Service Agreement The Pledgee is a wholly foreign] [EXCLUSIVE TECHNICAL CONSULTANCY AND SERVICES AGREEMENT Agreement China This Exclusive Technical Consultancy and Services Agreement (this “ Party A Party B WHEREAS: ( 1 ) rty A is a wholly foreign owned enterprise registered and established on November 19, 2010 in Beijing and engages in development of computer hardware and software, and provision of technical consulting and related services; Pa] [SHAREHOLDERS’ PROXY AGREEMENT This Agreement is made and entered into by the Parties below on December 4, 2014 in Beijing, People’s Republic of China. 1. Subsidiary Company Beijing Tuo Shi Huan Yu Network Technology Co., Ltd. (the “ 2. VIE Company Beijing Hua Ju Tian Xia Network Technology Co., Ltd. (the “ 3. Shareholder Mo Tianquan (the “ Parties The] [LOAN AGREEMENT This Agreement is made and entered into by the Parties below on December 4, 2014 : (1) Lender Beijing Tuo Shi Huan Yu Network Technology Co., Ltd., a wholly foreign owned enterprise Established under the PRC laws. (2) Borrower Mo Tianquan, PRC citizen Party Parties The Lender and the Borrower are hereinafter referred to each as a “] [EXCLUSIVE CALL OPTION AGREEMENT Agreement This Exclusive Call Option Agreement (this “ (1) Party A Beijing Tuo Shi Huan Yu Network Technology Co., Ltd., a limited liability company established and existing under the PRC laws (“ (2) Party B Mo Tianquan, a PRC citizen (“ (3) Party C Beijing Hua Ju Tian Xia Network Technology Co., Ltd., a limited liability] [Real Estate Sale and Purchase Agreement II Party A: Lvdi Group Chengdu Real Property Co., Ltd. Party B: Beijing SouFun Network Technology Co., Ltd. Party C: Chendu Hailian Industrial Development Co., Ltd. This Agreement is made by and among Party A, Party B and Party C upon amicable negotiation regarding Party B’s purchase of the property of Green Land Window] [Equity and Creditor’s Rights Transfer Agreement (RMB60 million) This Agreement is entered into on December 22, 2014 by and among the following parties: Party A 1 Party A 2 Party A 3 Party B 1 Party B 2 Party B 3 Party B 4 Party C Party D Party C is a limited liability company incorporated in Beijing, the PRC] [Equity and Creditor’s Rights Transfer Agreement This Agreement is entered into on December 22, 2014 by and among the following parties: Party A-1 Party A-2 Party B-1 Party B-2 Party C Party D Whereas, 1. Party C is a corporation limited by shares incorporated and existing under the laws of the People’s Republic of China, with its registered office at] [Shareholders Agreement of Beijing RunZe Microfinance Co., Ltd. This Agreement is entered into on December 22, 2014 by and among the following parties: Party A 1 Party A 2 Party A 3 Party B 1 Party B 2 Party C Party D Whereas, As of the date hereof, the shareholder structure of Party C is as follows: Party A 1] [Investment and Cooperation Agreement This Agreement is entered into on August 8, 2014 by and between the following parties: Party A: SouFun Holdings Limited Party B: Colour Life Services Co., Limited Article I. Means of Cooperation 1. Party A and Party B shall form a joint-venture company (the “JV Co”) in Shenzhen to exclusively operate secondary properties, rental properties, the] [List of Subsidiaries and Consolidated Controlled Entities SunFun Holdings Limited has PRC subsidiaries as follows: • Beijing SouFun Network Technology Co., Ltd., or SouFun Network, • Beijing Zhong Zhi Shi Zheng Information Technology Co., Ltd., or Beijing Zhong Zhi Shi Zheng, • Shanghai SouFun Information Co., Ltd., or SouFun Shanghai, • SouFun Media Technology (Beijing) Co., Ltd., or SouFun Media,] [CERTIFICATION I, Vincent Tianquan Mo, certify that: 1. I have reviewed this annual report on Form 20-F of SouFun Holdings 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 I, Lanying Guan, certify that: 1. I have reviewed this annual report on Form 20-F of SouFun Holdings 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 were] [CERTIFICATION REQUIRED BY RULE 13a-14(b) OR RULE 15d-14(b) AND 18 U.S.C. SECTION 1350 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 28, 2015 Vincent Tianquan Mo Chief Executive Officer] [CERTIFICATION REQUIRED BY RULE 13a-14(b) OR RULE 15d-14(b) AND 18 U.S.C. SECTION 1350 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 28, 2015 Lanying Guan Chief Financial Officer] [April 28, 2015 SouFun Holdings Limited F9M, Building 5, Zone 4, Hanwei International Plaza No. 186 South 4th Ring Road Fengtai District, Beijing 100070 The People’s Republic of China Dear Sirs, and to the incorporation by reference in the Company’s Registration Statements on Form S-8 (File No. 333-173157) filed with the SEC on March 30, 2011 and on Form F-3] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-173157) pertaining to the Stock Related Award Incentive Plan of 1999 and the 2010 Stock Incentive Plan of SouFun Holdings Limited, and (2) Registration Statement (Amendment No. 2 to Form F-3 No. 333-181407) of SouFun]

SFUN [SouFun] 20-F:

[] [OPERATING AGREEMENT China This Agreement is made and entered into by the Parties below on December 4, 2014 in Beijing, People’s Republic of China (“ Party A Party B Party C WHEREAS: 1. Party A is a wholly foreign owned enterprise established in China; 2. Party B is a wholly domestically funded company registered in China, with the approval of] [EQUITY PLEDGE AGREEMENT Agreement China This Equity Pledge Agreement (this “ Pledgee Pledgor Parties The Pledgee and the Pledgor are hereinafter referred collectively as the “ Whereas: Company The Pledgor is a PRC citizen hold the entire equity interest (RMB2,149,385) in Beijing Hua Ju Tian Xia Network Technology Co., Ltd. (the “ Service Agreement The Pledgee is a wholly foreign] [EXCLUSIVE TECHNICAL CONSULTANCY AND SERVICES AGREEMENT Agreement China This Exclusive Technical Consultancy and Services Agreement (this “ Party A Party B WHEREAS: ( 1 ) rty A is a wholly foreign owned enterprise registered and established on November 19, 2010 in Beijing and engages in development of computer hardware and software, and provision of technical consulting and related services; Pa] [SHAREHOLDERS’ PROXY AGREEMENT This Agreement is made and entered into by the Parties below on December 4, 2014 in Beijing, People’s Republic of China. 1. Subsidiary Company Beijing Tuo Shi Huan Yu Network Technology Co., Ltd. (the “ 2. VIE Company Beijing Hua Ju Tian Xia Network Technology Co., Ltd. (the “ 3. Shareholder Mo Tianquan (the “ Parties The] [LOAN AGREEMENT This Agreement is made and entered into by the Parties below on December 4, 2014 : (1) Lender Beijing Tuo Shi Huan Yu Network Technology Co., Ltd., a wholly foreign owned enterprise Established under the PRC laws. (2) Borrower Mo Tianquan, PRC citizen Party Parties The Lender and the Borrower are hereinafter referred to each as a “] [EXCLUSIVE CALL OPTION AGREEMENT Agreement This Exclusive Call Option Agreement (this “ (1) Party A Beijing Tuo Shi Huan Yu Network Technology Co., Ltd., a limited liability company established and existing under the PRC laws (“ (2) Party B Mo Tianquan, a PRC citizen (“ (3) Party C Beijing Hua Ju Tian Xia Network Technology Co., Ltd., a limited liability] [Real Estate Sale and Purchase Agreement II Party A: Lvdi Group Chengdu Real Property Co., Ltd. Party B: Beijing SouFun Network Technology Co., Ltd. Party C: Chendu Hailian Industrial Development Co., Ltd. This Agreement is made by and among Party A, Party B and Party C upon amicable negotiation regarding Party B’s purchase of the property of Green Land Window] [Equity and Creditor’s Rights Transfer Agreement (RMB60 million) This Agreement is entered into on December 22, 2014 by and among the following parties: Party A 1 Party A 2 Party A 3 Party B 1 Party B 2 Party B 3 Party B 4 Party C Party D Party C is a limited liability company incorporated in Beijing, the PRC] [Equity and Creditor’s Rights Transfer Agreement This Agreement is entered into on December 22, 2014 by and among the following parties: Party A-1 Party A-2 Party B-1 Party B-2 Party C Party D Whereas, 1. Party C is a corporation limited by shares incorporated and existing under the laws of the People’s Republic of China, with its registered office at] [Shareholders Agreement of Beijing RunZe Microfinance Co., Ltd. This Agreement is entered into on December 22, 2014 by and among the following parties: Party A 1 Party A 2 Party A 3 Party B 1 Party B 2 Party C Party D Whereas, As of the date hereof, the shareholder structure of Party C is as follows: Party A 1] [Investment and Cooperation Agreement This Agreement is entered into on August 8, 2014 by and between the following parties: Party A: SouFun Holdings Limited Party B: Colour Life Services Co., Limited Article I. Means of Cooperation 1. Party A and Party B shall form a joint-venture company (the “JV Co”) in Shenzhen to exclusively operate secondary properties, rental properties, the] [List of Subsidiaries and Consolidated Controlled Entities SunFun Holdings Limited has PRC subsidiaries as follows: • Beijing SouFun Network Technology Co., Ltd., or SouFun Network, • Beijing Zhong Zhi Shi Zheng Information Technology Co., Ltd., or Beijing Zhong Zhi Shi Zheng, • Shanghai SouFun Information Co., Ltd., or SouFun Shanghai, • SouFun Media Technology (Beijing) Co., Ltd., or SouFun Media,] [CERTIFICATION I, Vincent Tianquan Mo, certify that: 1. I have reviewed this annual report on Form 20-F of SouFun Holdings 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 I, Lanying Guan, certify that: 1. I have reviewed this annual report on Form 20-F of SouFun Holdings 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 were] [CERTIFICATION REQUIRED BY RULE 13a-14(b) OR RULE 15d-14(b) AND 18 U.S.C. SECTION 1350 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 28, 2015 Vincent Tianquan Mo Chief Executive Officer] [CERTIFICATION REQUIRED BY RULE 13a-14(b) OR RULE 15d-14(b) AND 18 U.S.C. SECTION 1350 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 28, 2015 Lanying Guan Chief Financial Officer] [April 28, 2015 SouFun Holdings Limited F9M, Building 5, Zone 4, Hanwei International Plaza No. 186 South 4th Ring Road Fengtai District, Beijing 100070 The People’s Republic of China Dear Sirs, and to the incorporation by reference in the Company’s Registration Statements on Form S-8 (File No. 333-173157) filed with the SEC on March 30, 2011 and on Form F-3] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-173157) pertaining to the Stock Related Award Incentive Plan of 1999 and the 2010 Stock Incentive Plan of SouFun Holdings Limited, and (2) Registration Statement (Amendment No. 2 to Form F-3 No. 333-181407) of SouFun]

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]

JRJC [China Finance Online] 20-F: Title of each class Name of each exchange

[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]

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