[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]