[] [CHINA FINANCE ONLINE CO. LTD. 2014 STOCK INCENTIVE PLAN PURPOSE OF PLAN The purpose of the China Finance Online Co. Ltd. 2014 Stock Incentive Plan (this “PLAN”) is to promote the success of the Corporation and to increase shareholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other] [Opinion and Consent of Proskauer Rose Proskauer Rose Suites 1701-1705, 17/F Two Exchange Square, 8 Connaught Place, Central Hong Kong 7 August, 2014 To: China Finance Online Co. Limited 9th Floor, Tower C, Corporate Square No. 35 Financial Street, Xicheng District Beijing 100032, China Dear Sirs, China Finance Online Co. Limited (the “Company”) Registration Statement Commission Securities Act Relevant Shares] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-157670 on Form S-8 of our report dated April 27, 2012 (April 29, 2013 as to the effects of the presentation of comprehensive income described in Note 2), relating to the consolidated financial statements and financial statement schedule of China Finance Online] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Beijing, People’s Republic of China August 7, 2014 EX-23.3 5 d770666dex233.htm EX-23.3]