JRJC [China Finance Online] 20-F:

[] [[Translated from the original Chinese version] PROPRIETARY INFORMATION LICENSE Agreement No: SZ08SWJ07-03 License No: Shenzhengxu 08SWJ07-03 PARTY A: SHENZHEN SECURITIES INFORMATION CO., LTD. ADDRESS: F6, BUILDING 10, SHANGBU INDUSTRIAL ZONE, HONGLIXI ROAD, SHENZHEN POSTAL CODE: 518028 NAME IN ENGLISH: SHENZHEN SECURITIES INFORMATION CO., LTD. PARTY B: FORTUNE SOFTWARE (BEIJING) CO., LTD. ADDRESS: FLOOR 9, TOWER C, CORPORATE SQUARE, NO. 35] [CHINA FINANCE ONLINE CO., LIMITED THIS AGREEMENT Company Zhiwe Zhao Executive RECITALS The Board of Directors of the Company has approved the Company entering into a severance agreement with the Executive. The Executive is a key executive of the Company. Should the possibility of a Change in Control of the Company arise, the Board believes it imperative that the Company] [[Translated from the original Chinese version] LOAN AGREEMENT The Loan Agreement (the “Agreement”) is entered into as of May 8, 2008 among the following parties in Beijing, the People’s Republic of China (the “PRC”): LENDER: FORTUNE SOFTWARE (BEIJING) CO., LTD. Registered Address: Room12B11, Qingyun Dangdai Plaza, No.9 Building of Mantingfangyuan Housing Estate, Qingyunli, Haidian District, Beijing BORROWER A: LIN YANG] [[Translated from the original Chinese version] OPERATION AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and SHANGHAI SHANGTONG INFORMATION TECHNOLOGY CO., LTD. JUNE 8, 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. OPERATIONAL SUPPORT 3 4 ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT 4 4 ARTICLE 6. CONFIDENTIALITY 4 5 ARTICLE 8. DISPUTE RESOLUTION 5 ARTICLE 9.] [[Translated from the original Chinese version] TECHNICAL SUPPORT AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and SHANGHAI SHANGTONG INFORMATION TECHNOLOGY CO., LTD. JUNE 8, 2008 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE 3 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT 4 ARTICLE] [[Translated from the original Chinese version] STRATEGIC CONSULTING SERVICE AGREEMENT between SHANGHAI SHANGTONG INFORMATION TECHNOLOGY CO., LTD. and FORTUNE SOFTWARE (BEIJING) CO., LTD. JUNE 8, 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF] [[Translated from the original Chinese version] PURCHASE OPTION AND COOPERATION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. LIN YANG SHAOMING SHI and SHANGHAI SHANGTONG INFORMATION TECHNOLOGY CO., LTD. JUNE 8, 2008 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 June 8, 2008 by] [[Translated from the original Chinese version] This Share Pledge Agreement (this “Agreement”) is executed by and among the following parties on June 8, 2008. Pledgor A: Lin Yang Pledgor B: Shaoming Shi Pledgee: Fortune Software (Beijing) Co., Ltd. Unless otherwise provided hereunder, Pledgor A and Pledgor B shall hereinafter be referred to collectively as the “Pledgors”. WHEREAS: 1. Lin Yang,] [[Translated from the original Chinese version] LOAN AGREEMENT The Loan Agreement (the “Agreement”) is entered into as of May 8, 2008 among the following parties in Beijing, the People’s Republic of China (the “PRC”): LENDER: FORTUNE SOFTWARE (BEIJING) CO., LTD. BORROWER A: ZHENFEI FAN BORROWER B: XUN ZHAO Borrower A and Borrower B are collectively referred to as the “Borrowers”.] [[Translated from the original Chinese version] OPERATION AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and SHANGHAI CHONGZHI INFORMATION TECHNOLOGY CO., LTD. JUNE 8, 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. OPERATIONAL SUPPORT 3 4 ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT 4 4 ARTICLE 6. CONFIDENTIALITY 4 5 ARTICLE 8. DISPUTE RESOLUTION 5 ARTICLE 9.] [[Translated from the original Chinese version] TECHNICAL SUPPORT AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and SHANGHAI CHONGZHI INFORMATION TECHNOLOGY CO., LTD. June 8, 2008 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE 3 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT 4 ARTICLE] [[Translated from the original Chinese version] STRATEGIC CONSULTING SERVICE AGREEMENT between SHANGHAI CHONGZHI INFORMATION TECHNOLOGY CO., LTD. and FORTUNE SOFTWARE (BEIJING) CO., LTD. June 8, 2008 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT 4] [[Translated from the original Chinese version] PURCHASE OPTION AND COOPERATION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. ZHENFEI FAN XUN ZHAO and SHANGHAI CHONGZHI INFORMATION TECHNOLOGY CO., LTD. JUNE 8, 2008 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 June 8,] [[Translated from the original Chinese version] This Share Pledge Agreement (this “Agreement”) is executed by and among the following parties on June 8, 2008. Pledgor A: Zhenfei Fan Pledgor B: Xun Zhao Pledgee: Fortune Software (Beijing) Co., Ltd. Unless otherwise provided hereunder, Pledgor A and Pledgor B shall hereinafter be referred to collectively as the “Pledgors”. WHEREAS: 1. Zhenfei Fan,] [[Translated from the original Chinese version] LOAN AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and SHAOMING SHI LIN YANG AUGUST 2008 BEIJING, CHINA LOAN AGREEMENT The Loan Agreement (the “Agreement”) is entered into as of August 21, 2008 among the following parties in Beijing, the People’s Republic of China (the “PRC”): PARTY A: FORTUNE SOFTWARE (BEIJING) CO., LTD. (“LENDER”) PARTY] [[Translated from the original Chinese version] OPERATION AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and BEIJING TONGXINSHENGSHI ENVIRONMENT ENGINEERING CO., LTD. OCTOBER 15, 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. OPERATIONAL SUPPORT 3 4 ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT 4 4 ARTICLE 6. CONFIDENTIALITY 4 5 ARTICLE 8. DISPUTE RESOLUTION 5 ARTICLE 9.] [[Translated from the original Chinese version] TECHNICAL SUPPORT AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and BEIJING TONGXINSHENGSHI ENVIRONMENT ENGINEERING CO., LTD. October 15, 2008 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT 4 ARTICLE] [[Translated from the original Chinese version] STRATEGIC CONSULTING SERVICE AGREEMENT between BEIJING TONGXINSHENGSHI ENVIRONMENT ENGINEERING CO., LTD. and FORTUNE SOFTWARE (BEIJING) CO., LTD. October 15, 2008 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF DEFAULT 4] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. SHAOMING SHI LI N YANG and BEIJING TONGXINSHENGSHI ENVIRONMENT ENGINEERING CO., LTD. OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. THE GRANT AND EXERCISE OF PURCHASE OPTION 4 ARTICLE 3. EXERCISE PRICE 4 4 ARTICLE 5. OTHER COVENANTS 5 ARTICLE] [[Translated from the original Chinese version] SHARE TRANSFER AGREEMENT of BEIJING TONGXINSHENGSHI ENVIRONMENT ENGINEERING CO., LTD. AUGUST 19, 2008 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (this “Agreement”) is entered into as of August 19, 2008 among the following parties in Beijing, PRC. Party A: Lin Yang Party B: Shaoming Shi Party C: Xin Wang Party D: Zhihua Yang Party] [[Translated from the original Chinese version] LOAN AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and SHAOMING SHI LIN YANG AUGUST 2008 BEIJING, CHINA LOAN AGREEMENT The Loan Agreement (the “Agreement”) is entered into as of August 21, 2008 among the following parties in Beijing, the People’s Republic of China (the “PRC”): PARTY A: FORTUNE SOFTWARE (BEIJING) CO., LTD. (“LENDER”) PARTY] [[Translated from the original Chinese version] OPERATION AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and WISDOM DOOR (BEIJING) INTERNATIONAL CULTURE SPREAD CO., LTD. October 15, 2008 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. OPERATIONAL SUPPORT 3 4 ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT 4 4 ARTICLE 6. CONFIDENTIALITY 4 5 ARTICLE 8. DISPUTE RESOLUTION 5 ARTICLE 9.] [[Translated from the original Chinese version] TECHNICAL SUPPORT AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and WISDOM DOOR (BEIJING) INTERNATIONAL CULTURE SPREAD CO., LTD. OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. TECHNICAL SUPPORT SERVICES FEE 3 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND EVENTS OF] [[Translated from the original Chinese version] STRATEGIC CONSULTING SERVICE AGREEMENT between WISDOM DOOR (BEIJING) INTERNATIONAL CULTURE SPREAD CO., LTD. and FORTUNE SOFTWARE (BEIJING) CO., LTD. October 15, 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. TECHNICAL SUPPORT SERVICES 3 ARTICLE 3. STRATEGIC CONSULTING SERVICE FEE 4 4 ARTICLE 5. CONFIDENTIALITY 4 ARTICLE 6. GOVERNING LAW AND] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. SHAOMING SHI LI N YANG and WISDOM DOOR (BEIJING) INTERNATIONAL CULTURE SPREAD CO., LTD. OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. THE GRANT AND EXERCISE OF PURCHASE OPTION 4 ARTICLE 3. EXERCISE PRICE 4 4 ARTICLE 5. OTHER COVENANTS] [[Translated from the original Chinese version] SHARE TRANSFER AGREEMENT of WISDOM DOOR (BEIJING) INTERNATIONAL CULTURE SPREAD CO., LTD. SEPTEMBER 25, 2008 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (this “Agreement”) is entered into as of September 25, 2008 among the following parties in Beijing, PRC. Party A: Lin Yang Party B: Shaoming Shi Party C: Yiming Li Party D: Xu] [[Translated from the original Chinese version] LOAN AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and LIN YANG OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. LOAN 3 ARTICLE 2. PAYMENT FOR THE LOAN 3 ARTICLE 3. TERM, REPAYMENT AND INTEREST OF THE LOAN 3 ARTICLE 4. CONFIDENTIALITY 4 ARTICLE 5. DISPUTE RESOLUTION 4 ARTICLE 6. EFFECTIVENESS 5 ARTICLE 7.] [[Translated from the original Chinese version] LOAN AGREEMENT among FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD. FORTUNE SOFTWARE (BEIJING) CO., LTD. and LINGHAI MA OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. LOAN 3 ARTICLE 2. PAYMENT FOR THE LOAN 3 ARTICLE 3. TERM, REPAYMENT AND INTEREST OF THE LOAN 4 ARTICLE 4. CONFIDENTIALITY 4 ARTICLE 5. DISPUTE RESOLUTION 5] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. LIN YANG and SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. OCTOBER 17, 2008 BEIJING, CHINA PURCHASE OPTION AGREEMENT This Purchase Option Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on October 17, 2008 by and among: Party A:] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD. FORTUNE SOFTWARE (BEIJING) CO., LTD. LINGHAI MA and SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. OCTOBER 17, 2008 BEIJING, CHINA PURCHASE OPTION AGREEMENT This Purchase Option Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”) on October 17,] [[Translated from the original Chinese version] SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. SHARE TRANSFER AGREEMENT SEPTEMBER 16, 2008 TABLE OF CONTENTS 1 DEFINITIONS AND INTERPRETATIONS 4 1.1 Definitions 4 1.2 Interpretations 7 2 TRANSFER OF SHAREHOLDER’S EQUITY AND CONSIDERATION 8 2.1 Transfer of Shareholder’s Equity 8 2.2 Consideration 8 8 3.1 8 3.2 9 3.3 Liabilities 9 4] [[Translated from the original Chinese version] SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT between SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. and FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD. OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT 3 ARTICLE 3. TECHNICAL SUPPORT SERVICE FEE 4 4] [[Translated from the original Chinese version] SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT between SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. and FORTUNE SOFTWARE (BEIJING) CO., LTD. OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT 3 ARTICLE 3. TECHNICAL SUPPORT SERVICE FEE 4 4 ARTICLE] [[Translated from the original Chinese version] SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT between SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. and FORTUNE (BEIJING) WISDOM TECHNOLOGY CO., LTD. OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT 3 ARTICLE 3. TECHNICAL SUPPORT SERVICE FEE 4 4] [[Translated from the original Chinese version] SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT AGREEMENT between SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. and BEIJING FUHUA INNOVATION TECHNOLOGY DEVELOPMENT CO., LTD. OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT 3 ARTICLE 3. TECHNICAL SUPPORT SERVICE FEE] [[Translated from the original Chinese version] SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT between SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. and SHANGHAI MEINING COMPUTER SOFTWARE CO., LTD. OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT 3 ARTICLE 3. TECHNICAL SUPPORT SERVICE FEE 4 4] [[Translated from the original Chinese version] SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT between SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD. and ZHENGNING INFORMATION & TECHNOLOGY (SHANGHAI) CO., LTD. OCTOBER 2008 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. SECURITIES INVESTMENT AND CONSULTANCY INFORMATION AND TECHNICAL SUPPORT 3 ARTICLE 3. TECHNICAL SUPPORT SERVICE FEE 4] [[Translated from the original Chinese version] LOAN AGREEMENT between FORTUNE SOFTWARE (BEIJING) CO., LTD. and YANG YANG ZHENFEI FAN January 2009 BEIJING, CHINA LOAN AGREEMENT The Loan Agreement (the “Agreement”) is entered into as of January 21, 2009 among the following parties in Beijing, the People’s Republic of China (the “PRC”): PARTY A: FORTUNE SOFTWARE (BEIJING) CO., LTD. (“LENDER”) PARTY] [[Translated from the original Chinese version] PURCHASE OPTION AGREEMENT among FORTUNE SOFTWARE (BEIJING) CO., LTD. YANG YANG ZHENFEI FAN and GUANGZHOU BOXIN INVESTMENT ADVISORY CO., LTD. JANUARY 2009 BEIJING, CHINA TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 3 ARTICLE 2. THE GRANT AND EXERCISE OF PURCHASE OPTION 4 ARTICLE 3. EXERCISE PRICE 4 4 ARTICLE 5. OTHER COVENANTS 5 ARTICLE 6.] [[Translated from the original Chinese version] SHARE TRANSFER AGREEMENT Transferors: Party A: Raojian Chen Party B: Jiansheng Zhou Party C: Guihua Gao Transferees: Party D: Zhenfei Fan Party E: Yang Yang In accordance with the principle of free will, equality, mutual benefit and negotiation, the parties enter into the following agreements with respect to the transfer of the shares of] [[Translated from the original Chinese version] LEASE AGREEMENT Party A (Lessor): Shifeng Li Party B (Lessee): Fortune Software (Beijing) Co., Ltd. Article 1. House and Area Party A agrees to lease the unites located at 703, 705, 707 of Section 3 of Tongtai Mansion No. 33 Finance Street, Xicheng District, Beijing (“House”) in a total area of 450 square meters] [[Translated from the original Chinese version] SHANGHAI MUNICIPAL CITY HOUSE LEASE CONTRACT (ADVANCE LEASE) Prepared by Shanghai Municipal City Housing and Land Resources Authority and Shanghai November 2000 Notes 1. Shanghai Municipal City House Lease Provisions This form contract applies to advance lease of houses and house leases with the rental determined through negotiation on market based principles within the] [[Translated from the original Chinese version] LEASE CONTRACT th Party A: Beijing Jintai Hengye Co.,Ltd. House Lease Branch Party B: Beijing Glory Co., Ltd. Article 1. House and Rent th 1.1 Party A shall lease to Party B the housing unit located in1205 of the 29 (1) Area of House: 108 square meters (2) Daily rate: RMB2.5 per day per] [[Translated from the original Chinese version] LEASE CONTRACT th Party A: Beijing Jintai Hengye Co.,Ltd. House Lease Branch Party B: Beijing Premium Technology Co.,Ltd. Article 1. House and Rent th 1.1 Party A shall lease to Party B the housing unit of 1206 of the 29 (1) Area of House: 86 square meters (2) Daily rate: RMB2.5 per day per] [[Translated from the original Chinese version] SHENZHEN MUNICIPAL CITY HOUSE LEASE CONTRACT HOUSE LEASE CONTRACT Lessor (Party A): Shenzhen Zhiguangda Industrial Development Co., Ltd. Lessee (Party B): Shenzhen Genius Information Technology Co., Ltd. Contract Law of the People’s Republic of China Law of the People’s Republic of China on the Administration of Urban City Real Estate Provisions of Shenzhen Special] [[Translated from the original Chinese version] Bo Jing Branch Entrust Loan No. (2008) 1 China Bohai Bank Co., Ltd. Beijing Branch Entrusted Loan Contract Trustor: Fortune (Beijing) Success Technology Co., Ltd. Borrower: Beijing Glory Co., Ltd. Lender: China Bohai Bank Co., Ltd. Beijing Branch ARTICLE 1. Amount of the Entrusted Loan 2 ARTICLE 2. Usage of Entrusted Loan 2 ARTICLE] [[Translated from the original Chinese version] CHINA CONSTRUCTION BANK Contract No. 2007 (1950)006 Type of Loan: 1950 Entity Entrusted Loan Borrower (Party A): Beijing Glory Co., Ltd. Trustor (Party B): Fortune Software (Beijing) Co., Ltd. Entrusted Lender (Party C): Railway Subbranch of China Construction Bank Corporation Borrower (Party A): Beijing Glory Co., Ltd. Article 1. Amount of Loan Party A] [[Translated from the original Chinese version] CHINA CONSTRUCTION BANK Contract No.: Type of Loan: Borrower (Party A): Beijing Premium Technology Co., Ltd. Trustor (Party B): Zhengning Information Technology (Shanghai) Co., Ltd. Entrusted Lender (Party C): China Construction Bank Corporation Article 1. Amount of Loan Party A shall borrow RMB100,000,000 from Party B. Article 2. Purpose of Loan Party A shall] [ISSUER INFORMATION FEED SERVICE AGREEMENT AN AGREEMENT BETWEEN:- (1) HKEx INFORMATION SERVICES LIMITED (“HKEx-IS”) (2) (“The Licensee”). The person whose name and address is set out in Schedule 1 Part A hereto WHEREAS:- (A) (B) It has been agreed that HKEx-IS will grant to the Licensee a non-exclusive licence to use certain information and/or documents, for the period and upon] [PERCENTAGE COUNTRY OF OWNERSHIP NAME INCORPORATION INTEREST Fortune Software (Beijing) Co., Ltd China 100 China Finance Online (Beijing) Co., Ltd. China 100 Beijing Fuhua Innovation Technology Development Co., Ltd.* China 100 Stockstar Information Technology (Shanghai) Co., Ltd China 100 Shanghai Meining Computer Software Co., Ltd. China 100 Zhengning Information & Technology (Shanghai) Co., Ltd. China 100 Zhengtong Information Technology (Shanghai)] [CERTIFICATION 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] [CERTIFICATION 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 the circumstances under which such] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Zhao Zhiwei Chief Executive Officer EX-13.1 54 h03378exv13w1.htm EX-13.1] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 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 Chief Financial Officer EX-13.2 55 h03378exv13w2.htm EX-13.2] [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 (which report expresses an unqualified opinion and includes an explanatory paragraph, effective on January 1, 2007, relating to the adoption of] [The Directors, Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED Valuation / Transaction Consulting / Real Estate Advisory / Fixed Asset Management EX-15.2 57 h03378exv15w2.htm EX-15.2]

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STV [China Digital TV] 20-F: (Original Filing)

[FORM 20-F ¨ OR x For the fiscal year ended December 31, 2008 OR ¨ For the transition period from __________ to __________ OR ¨ Date of event requiring this shell company report __________ CHINA DIGITAL TV HOLDING CO., LTD. N/A Cayman Islands (Jurisdiction of Incorporation or Organization) Jingmeng High-Tech Building B, 4th Floor No. 5 Shangdi East Road Haidian] [Letter of Consent From: Beijing Super TV Co., Ltd. (“Super TV”) To: Beijing Novel-Super Digital TV Technology Co., Ltd. (“N-S Digital TV”) the Products and Software Purchase Agreement Super TV and N-S Digital TV entered into 1. Subject Matters of Consent: in accordance with Paragraph 2 of Article 1 of the Original Agreement, Super TV hereby consents that beginning March] [Equity Transfer Agreement between Wei Gao and Junming Wu For Beijing Novel-Super Digital TV Technology Co., Ltd. Dated on June 20, 2008 Recitals Whereas, (1) Beijing Novel-Super Digital TV Technology Co., Ltd. (hereinafter referred to as “the Target Company”) is a liability limited company registered, incorporated and legally existed under Chinese laws, with registered capitals of RMB33,058,400, with its address] [Beijing Novel-Super Digital TV Technology Co., Ltd. Equity Transfer Agreement Between Novel-Tongfang Information Engineering Co., Ltd. and Shizhou Shen Dated on November 24, 2008 Preface Whereas: (1) target company Beijing Novel-Super Digital TV Technology Co., Ltd. (hereinafter referred to as “ (2) Party A Novel-Tongfang Information Engineering Co., Ltd. (hereinafter refereed to as “ (3) Party B Shizhou Shen (hereinafter] [Beijing Novel-Super Digital TV Technology Co., Ltd. Equity Transfer Agreement Between Novel-Tongfang Information Engineering Co., Ltd. and Lei Zhang Dated on November 24, 2008 Preface Whereas: (1) target company Beijing Novel-Super Digital TV Technology Co., Ltd. (hereinafter referred to as “ (2) Party A Novel-Tongfang Information Engineering Co., Ltd. (hereinafter refereed to as “ (3) Party B Lei Zhang (hereinafter] [No. 3 Supplemental Agreement to the Equity Transfer Option Agreement Dated on June 20, 2008 Party A: Beijing Super TV Co., Ltd. Registered Address: Room 406, Floor, Building B, 5-2, Jing-Meng Hi-Tech Mansion, Shangdi East Road, Haidian District, Beijing Party B: Beijing Novel-Super Digital TV Technology Co., Ltd. Registered Address: Room 402, Building B, 5-2, Jing-Meng Hi-Tech Mansion, 5-2 Shangdi] [Termination Agreement of Share Pledge This Termination Agreement of Equity Pledge (hereinafter referred to as “this Agreement”) is executed in Beijing, the People’s Republic of China (hereinafter referred to as “China”) on November 24th, 2008, by and between: Pledgee: Beijing Super TV Co., Ltd. Registered Address: Room 406, Building B, 5-2, Jing-Meng Hi-Tech Mansion, Shangdi East Road, Haidian District, Beijing] [No. 2 Supplemental Agreement to Share Pledge Agreement Dated on June 20, 2008 Party A: Beijing Super TV Co., Ltd. Registered Address: Room 406, Floor, Building B, 5-2, Jing-Meng Hi-Tech Mansion, Shangdi East Road, Haidian District, Beijing Party B: Wei Gao Domicile Address: Room 307, Unit 3, Building A7, No. 11, Fucheng Road, Haidian District, Beijing Party C: Junming Wu] [Share Pledge Agreement This Share Pledge Agreement (the “Agreement”) is entered into by the following parties on November 24, 2008 in Beijing, the People’s Republic of China (“PRC”): Pledgee: Beijing Super TV Co., Ltd. Registered Address: Jingmeng Hi-Tech Building B, Room 406, No.5-2, Shangdi East Road, Haidian District, Beijing Legal Representative: Zhu Jianhua Pledger: Shizhou Shen Identification Card No.: 110108196911148954] [Share Pledge Agreement This Share Pledge Agreement (the “Agreement”) is entered into by the following parties on November 24, 2008 in Beijing, the People’s Republic of China (“PRC”): Pledgee: Beijing Super TV Co., Ltd. Registered Address: Jingmeng Hi-Tech Building B, Room 406, No.5-2, Shangdi East Road, Haidian District, Beijing Legal Representative: Zhu Jianhua Pledger: Lei Zhang Identification Card No.: 11010219690528111] [No. 2 Supplemental Agreement to the Business Operating Agreement Dates June 20, 2008 Party A: Beijing Super TV Co., Ltd. Registered Address: Room 406, Floor, Building B, 5-2, Jing-Meng Hi-Tech Mansion, Shangdi East Road, Haidian District, Beijing Party B: Beijing Novel-Super Digital TV Technology Co., Ltd. Registered Address: Room 402, Building B, Jing-Meng Hi-Tech Mansion, 5-2 Shangdi East Road, Haidian] [Power of Attorney Principal: Junming Wu Identification Card No.: 110108197910135427 Address: 2-8-804, Quarters of Chinese Academy of Social Sciences, Guanghui Nanli, Chaoyang District, Beijing Attorney-in-Fact: Jianhua Zhu Identification Card No.: 110108196907128918 Scope of Authorization: Junming Wu, the Principal, hereby irrecoverably authorizes Jianhua Zhu as his Attorney-in-Fact to exercise within the term of this Power of Attorney the following rights: The] [Power of Attorney Principal: Shizhou Shen Address: No. 1902, F15, Huaqing Jiayuan, Haidian District, Beijing Attorney-in-Fact: Beijing Super TV Co., Ltd. Registered Address: Room 406, Floor, Building B, 5-2, Jing-Meng Hi-Tech Mansion, Shangdi East Road, Haidian District, Beijing Scope of Authorization: Shizhou Shen, the Principal, hereby irrecoverably authorizes Beijing Super TV Co., Ltd. (or its designated third party) as his] [Power of Attorney Principal: Lei Zhang Address: No. 101, Unit 5, Building 11, Puhui Beili, Haidian District, Beijing Attorney-in-Fact: Beijing Super TV Co., Ltd. Registered Address: Room 406, Floor, Building B, 5-2, Jing-Meng Hi-Tech Mansion, Shangdi East Road, Haidian District, Beijing Scope of Authorization: Lei Zhang, the Principal, hereby irrecoverably authorizes Beijing Super TV Co., Ltd. (or its designated third] [Loan Agreement This Loan Agreement (hereinafter referred to as “this Agreement”) is made and entered into by the below two parties in Beijing on November 24, 2008: (1) Beijing Super TV Co., Ltd. (hereinafter referred to as “the lender”) Registered address: Room 406, B-4/f, Jingmeng High-tech Mansion, No. 5-2, Shangdi East Road, Haidian District, Beijing (2) Shizhou Shen (hereinafter referred] [Loan Agreement This Loan Agreement (hereinafter referred to as “this Agreement”) is made and entered into by the below two parties in Beijing on November 24, 2008: (1) Beijing Super TV Co., Ltd. (hereinafter referred to as “the lender”) Registered address: Room 406, B-4/f, Jingmeng High-tech Mansion, No. 5-2, Shangdi East Road, Haidian District, Beijing (2) Lei Zhang (hereinafter referred] [Intellectual Property Transfer Agreement “this Agreement” This Intellectual Property Transfer Agreement (hereinafter referred to as the Transferer st Novel-Tongfang Information Engineering Co., Ltd. (hereinafter referred to as “ “the Transferee” th Beijing Super TV Co., Ltd. (hereinafter referred to as For the purpose of this Agreement, both parties are hereinafter individually referred to as a “Party” and collectively referred to] [Equity Transfer Agreement of Beijing Novel-Super Media Investment Co., Ltd. Under the resolutions of shareholders’ meeting, this Equity Transfer Agreement is entered into by and between Beijing Super TV Co., Ltd. (the “Transferor”) and Beijing Novel-Super Digital TV Technology Co., Ltd. (the “Transferee”) on the transfer of equity in Beijing Novel-Super Media Investment Co., Ltd.: 1. Beijing Super TV Co.,] [Framework Agreement for Purchase of Computer Chips Party A: Beijing Novel-Super Digital TV Technology Co., Ltd. (the purchaser) Party B: Beijing Super TV Co., Ltd. (the supplier) Through consultation, an agreement on Party A’s purchasing computer chips used in smart cards (the “Computer Chips”) from Party B is hereby reached as follows: I Subject of Purchase The Computer Chips provided] [List of Subsidiaries of China Digital TV Holding Co., Ltd. Name Jurisdiction of Incorporation China Digital TV Technology Co., Ltd. British Virgin Islands Beijing Super TV Co., Ltd. People’s Republic of China Golden Benefit Technology Limited Hong Kong China Super Media Holdings Limited Hong Kong EX-8.1 21 v149410_ex8-1.htm] [Certification I, Jianhua Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of China Digital TV Holding Co., Ltd. (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 the circumstances] [Certification I, Liang Xu, certify that: 1. I have reviewed this annual report on Form 20-F of China Digital TV Holding Co., Ltd. (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 the circumstances] [Certification 20 Jianhua Zhu Jianhua Zhu Officer Chairman and Chief Executive EX-13.1 24 v149410_ex13-1.htm] [Certification 20 Liang Xu Chief Financial Officer EX-13.2 25 v149410_ex13-2.htm] [Consent from Independent Registered Public Accounting Firm , its subsidiaries, its variable interest entity (the "VIE") and the VIE's subsidiaries (collectively, the “Group”) and the effectiveness of the Group’s internal control over financial reporting, We consent to the incorporation by reference in the Registration Statement No. 333-149888 on Form S-8 of our reports dated May 19, 2009, relating to the] [[Letterhead of King & Wood, PRC Lawyers] China Digital TV Holding Co., Ltd. Jingmeng High-Tech Building B, 4th Floor No. 5 Shangdi East Road Haidian District, Beijing 100085 People’s Republic of China Ladies and Gentlemen: We hereby consent to the reference to our firm’s name under the headings “Risk Factors,” “Regulation,” and elsewhere in the annual report on Form 20-F]

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SPIL [SILICONWARE PRECISION INDUSTRIES CO] 20-F: (Original Filing)

[] [ARTICLES OF INCORPORATION CHAPTER ONE — GENERAL PROVISIONS Article 1 The Company is incorporated in the form of company limited by shares in accordance with the Company Law of the Republic of China and is named Siliconware Precision Industries Co., Ltd. Article 2 The business scope of the Company is as follows: (1) The production, processing, and purchase and sale] [LIST OF SIGNIFICANT SUBSIDIARIES OF SILICONWARE PRECISION INDUSTRIES CO., LTD. Jurisdiction of Percentage Ownership Company Incorporation As of December 31, 2008 SPIL (B.V.I.) Holding Limited British Virgin Islands 100 % Siliconware Investment Company Ltd. Republic of China 100 % Siliconware U.S.A. Inc. 100 % SPIL (Cayman) Holding Limited Cayman Islands 100 % Siliconware Technology (Suzhou) Limited People’s Republic of China] [CERTIFICATION OF OUR CHIEF EXECUTIVE OFFICER I, Chi-Wen Tsai, certify that: 1. I have reviewed this annual report on Form 20-F of Siliconware Precision Industries Co., Ltd. (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] [CERTIFICATION OF OUR CHIEF FINANCIAL OFFICER I, Eva Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Siliconware Precision Industries Co., Ltd. (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] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Chi-Wen Tsai Chief Executive Officer * A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Eva Chen Chief Financial Officer * A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will]

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SPIL [SILICONWARE PRECISION INDUSTRIES CO] 20-F:

[] [ARTICLES OF INCORPORATION CHAPTER ONE — GENERAL PROVISIONS Article 1 The Company is incorporated in the form of company limited by shares in accordance with the Company Law of the Republic of China and is named Siliconware Precision Industries Co., Ltd. Article 2 The business scope of the Company is as follows: (1) The production, processing, and purchase and sale] [LIST OF SIGNIFICANT SUBSIDIARIES OF SILICONWARE PRECISION INDUSTRIES CO., LTD. Jurisdiction of Percentage Ownership Company Incorporation As of December 31, 2008 SPIL (B.V.I.) Holding Limited British Virgin Islands 100 % Siliconware Investment Company Ltd. Republic of China 100 % Siliconware U.S.A. Inc. 100 % SPIL (Cayman) Holding Limited Cayman Islands 100 % Siliconware Technology (Suzhou) Limited People’s Republic of China] [CERTIFICATION OF OUR CHIEF EXECUTIVE OFFICER I, Chi-Wen Tsai, certify that: 1. I have reviewed this annual report on Form 20-F of Siliconware Precision Industries Co., Ltd. (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] [CERTIFICATION OF OUR CHIEF FINANCIAL OFFICER I, Eva Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Siliconware Precision Industries Co., Ltd. (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] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Chi-Wen Tsai Chief Executive Officer * A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Eva Chen Chief Financial Officer * A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will]

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OIIM [O2MICRO INTERNATIONAL] 20-F: (Original Filing)

[Title of Each Class Name of Each Exchange On Which Registered American Depositary Shares NASDAQ Global Select Market Ordinary Shares, par value $0.00002 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 of the period covered by the] [Significant Subsidiaries of O 2 MICRO INTERNATIONAL LIMITED O 2 Micro, Inc., a California corporation O 2 Micro Electronics, Inc., a Taiwan company O 2 Micro International Japan Limited, a Japanese company O 2 Micro PTE Limited-Singapore, a Singapore company Aotu Micro (Wuhan) Co., Ltd., a Chinese company O 2 Micro (Beijing) Co., Ltd., a Chinese company O 2 Micro] [CERTIFICATION I, Sterling Du, certify that: 1. I have reviewed this annual report on Form 20-F of O 2 Micro International 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, Perry Kuo, certify that: 1. I have reviewed this annual report on Form 20-F of O 2 Micro International 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] [2 Micro International Limited O CERTIFICATION 2 (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. May 12, 2009 Sterling Du Chief Executive Officer May 12, 2009 Perry Kuo Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements Nos. 333-12670, 333-12672, 333-98425, 333-101452, 333-107975, 333-116596, 333-132251 and 333-153436 on Form S-8 of our reports relating to the consolidated financial statements of O 2 Micro International Limited and the effectiveness of O 2 Micro International Limited’s internal control over financial reporting]

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OIIM [O2MICRO INTERNATIONAL] 20-F: Title of Each Class Name of Each Exchange

[Title of Each Class Name of Each Exchange On Which Registered American Depositary Shares NASDAQ Global Select Market Ordinary Shares, par value $0.00002 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 of the period covered by the] [Significant Subsidiaries of O 2 MICRO INTERNATIONAL LIMITED O 2 Micro, Inc., a California corporation O 2 Micro Electronics, Inc., a Taiwan company O 2 Micro International Japan Limited, a Japanese company O 2 Micro PTE Limited-Singapore, a Singapore company Aotu Micro (Wuhan) Co., Ltd., a Chinese company O 2 Micro (Beijing) Co., Ltd., a Chinese company O 2 Micro] [CERTIFICATION I, Sterling Du, certify that: 1. I have reviewed this annual report on Form 20-F of O 2 Micro International 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, Perry Kuo, certify that: 1. I have reviewed this annual report on Form 20-F of O 2 Micro International 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] [2 Micro International Limited O CERTIFICATION 2 (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. May 12, 2009 Sterling Du Chief Executive Officer May 12, 2009 Perry Kuo Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements Nos. 333-12670, 333-12672, 333-98425, 333-101452, 333-107975, 333-116596, 333-132251 and 333-153436 on Form S-8 of our reports relating to the consolidated financial statements of O 2 Micro International Limited and the effectiveness of O 2 Micro International Limited’s internal control over financial reporting]

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OIIM [O2MICRO INTERNATIONAL] 20-F: (Original Filing)

[Title of Each Class Name of Each Exchange On Which Registered American Depositary Shares NASDAQ Global Select Market Ordinary Shares, par value $0.00002 per share None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuers classes ofpital ormmon stock of the close of the periodvered by] [Significant Subsidiaries of O 2 O 2 Micro, aliforniarporation 2 Micro Electronics, a Taiwanmpany SIZE="2">O O 2 Micro International Japan Limited, a Japanesempany O 2 MicroE Limited-Singapore, a Singaporempany Aotu Micro (Wuhan) a Chinesempany O 2 O 2 Micro (China) a Chinesempany] [CERTIFICATION FACE="Times New Roman" SIZE="2"> I, Sterling Du, certify that: 1. I have reviewed this annual report on Form 20-F of O 2 Micro International Limited; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [CERTIFICATION FACE="Times New Roman" SIZE="2"> I, Perry Kuo, certify that: 1. I have reviewed this annual report on Form 20-F of O 2 Micro International Limited; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [2 O CERTIFICATION 2 (1) (2) the informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany at thetes and for the periods indicated. May12, 2009 Sterling Du Chief Executive Officer May12, 2009 Perry Kuo Chief Financial Officer dex13.htm] [FACE="Times New Roman" SIZE="2">CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to theorporation by reference in the Registration Statements Nos. 333-12670, 333-12672, 333-98425, 333-101452, 333-107975, 333-116596, 333-132251 and 333-153436 on Form S-8 of our reports relating to thensolidated financial statements of O 2 Micro International Limited and the effectiveness of O]

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OIIM [O2MICRO INTERNATIONAL] 20-F: Title of Each Class Name of Each Exchange

[Title of Each Class Name of Each Exchange On Which Registered American Depositary Shares NASDAQ Global Select Market Ordinary Shares, par value $0.00002 per share None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuers classes ofpital ormmon stock of the close of the periodvered by] [Significant Subsidiaries of O 2 O 2 Micro, aliforniarporation 2 Micro Electronics, a Taiwanmpany SIZE="2">O O 2 Micro International Japan Limited, a Japanesempany O 2 MicroE Limited-Singapore, a Singaporempany Aotu Micro (Wuhan) a Chinesempany O 2 O 2 Micro (China) a Chinesempany] [CERTIFICATION FACE="Times New Roman" SIZE="2"> I, Sterling Du, certify that: 1. I have reviewed this annual report on Form 20-F of O 2 Micro International Limited; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [CERTIFICATION FACE="Times New Roman" SIZE="2"> I, Perry Kuo, certify that: 1. I have reviewed this annual report on Form 20-F of O 2 Micro International Limited; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [2 O CERTIFICATION 2 (1) (2) the informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany at thetes and for the periods indicated. May12, 2009 Sterling Du Chief Executive Officer May12, 2009 Perry Kuo Chief Financial Officer dex13.htm] [FACE="Times New Roman" SIZE="2">CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to theorporation by reference in the Registration Statements Nos. 333-12670, 333-12672, 333-98425, 333-101452, 333-107975, 333-116596, 333-132251 and 333-153436 on Form S-8 of our reports relating to thensolidated financial statements of O 2 Micro International Limited and the effectiveness of O]

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WH [WSP] 20-F: (Original Filing)

[Table of Contents 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 of the period covered by the annual report. 205,789,800 ordinary shares, par value $0.0001 per share, as of December 31, 2008. [ ] [X] Yes [ ] [X]] [Inner Mongolia Tuoketuo County Mengfeng Special Steel Co., Ltd. EQUITY TRANSFER AGREEMENT dated as of July 24, 2008 between Hebei Bishi Industry Group Co., Ltd. and Wuxi Seamless Oil Pipes Co., Ltd. Table of Contents Article 1 Definitions and Interpretations Article 2 Transfer of the Target Equity Interest Article 3 Purchase Payment Article 4 Equity Delivery Article 5 Arrangement for] [Name of Subsidiaries Place of Incorporation 1. First Space Holdings Limited British Virgin Islands 2. Wuxi Seamless Oil Pipe Co. Ltd. PRC 3. Jiangsu Fanli Pipe Co. Ltd. PRC 4. Liaoyang Seamless Oil Pipes Co. Ltd. PRC 5. Songyuan Seamless Oil Pipes Co. Ltd. PRC 6. Houston OCTG Group, Inc. 7. Mengfeng Special Steel Co. Ltd. PRC 8. Bazhou Seamless] [Certification by the Chief Executive Officer I, Longhua Piao, certify that: 1. I have reviewed this annual report on Form 20-F of WSP Holdings 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, Yip Kok Thi, certify that: 1. I have reviewed this annual report on Form 20-F of WSP Holdings 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] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [Certification by the Chief Financial Officer (1) (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. 333-153582 on Form S-8 of our reports dated May 5, 2009, relating to the consolidated financial statements of WSP Holdings Limited and its subsidiaries (collectively, the “Company”) (which expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption] [[LETTERHEAD OF AMERICAN APPRAISAL CHINA LIMITED] April 30, 2009 The Board of Directors WSP Holdings Limited No. 38 Zhujiang Road Xinqu, Wuxi Jiangsu Province People’s Republic of China Dear Sirs, CONSENT OF INDEPENDENT APPRAISER Yours faithfully, EX-23.2 9 exh23_2.htm CONSENT OF AMERICAN APPRAISAL CHINA LIMITED]

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WH [WSP] 20-F: Table of Contents None (Title of Class) None

[Table of Contents 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 of the period covered by the annual report. 205,789,800 ordinary shares, par value $0.0001 per share, as of December 31, 2008. [ ] [X] Yes [ ] [X]] [Inner Mongolia Tuoketuo County Mengfeng Special Steel Co., Ltd. EQUITY TRANSFER AGREEMENT dated as of July 24, 2008 between Hebei Bishi Industry Group Co., Ltd. and Wuxi Seamless Oil Pipes Co., Ltd. Table of Contents Article 1 Definitions and Interpretations Article 2 Transfer of the Target Equity Interest Article 3 Purchase Payment Article 4 Equity Delivery Article 5 Arrangement for] [Name of Subsidiaries Place of Incorporation 1. First Space Holdings Limited British Virgin Islands 2. Wuxi Seamless Oil Pipe Co. Ltd. PRC 3. Jiangsu Fanli Pipe Co. Ltd. PRC 4. Liaoyang Seamless Oil Pipes Co. Ltd. PRC 5. Songyuan Seamless Oil Pipes Co. Ltd. PRC 6. Houston OCTG Group, Inc. 7. Mengfeng Special Steel Co. Ltd. PRC 8. Bazhou Seamless] [Certification by the Chief Executive Officer I, Longhua Piao, certify that: 1. I have reviewed this annual report on Form 20-F of WSP Holdings 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, Yip Kok Thi, certify that: 1. I have reviewed this annual report on Form 20-F of WSP Holdings 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] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [Certification by the Chief Financial Officer (1) (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. 333-153582 on Form S-8 of our reports dated May 5, 2009, relating to the consolidated financial statements of WSP Holdings Limited and its subsidiaries (collectively, the “Company”) (which expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption] [[LETTERHEAD OF AMERICAN APPRAISAL CHINA LIMITED] April 30, 2009 The Board of Directors WSP Holdings Limited No. 38 Zhujiang Road Xinqu, Wuxi Jiangsu Province People’s Republic of China Dear Sirs, CONSENT OF INDEPENDENT APPRAISER Yours faithfully, EX-23.2 9 exh23_2.htm CONSENT OF AMERICAN APPRAISAL CHINA LIMITED]

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