China Finance Online Co. LTD (Form: 20-F/A, Received: 04/21/2015 17:06:57)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

(Amendment No.1)

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2013

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number: 000-50975

CHINA FINANCE ONLINE CO. LIMITED

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant's name into English)

Hong Kong

(Jurisdiction of incorporation or organization)

9th Floor of Tower C, Corporate Square

NO.35 Financial Street, Xicheng District

Beijing 100033, China

(Address of principal executive offices)

Jun Wang, Chief Financial Officer

Telephone: + (86 10) 58325288

Email: ir@jrj.com

Facsimile: + (86 10)58325200

9/F, Tower C, Corporate Square

No.35 Financial Street, Xicheng District

Beijing 100033, China

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

	Title of each class	Name of each exchange on which registered
	None	None

Securities registered or to be registered pursuant to Section 12(g) of the Act.

American Depositary Shares, each representing 5 ordinary shares,

par value HK$0.001 per share*

_________________________________________

(Title of Class)

*Not for trading, but only in connection with the listing on the NASDAQ Global Market of American Depository Shares each

representing 5 ordinary shares pursuant to the requirements of the Securities and Exchange Commission

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

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: 111,145,633 ordinary shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes þ No

If this report is an annual or transaction report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes þ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þ Yes o No

Indicate by check mark whether the registration has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T( § 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in the filing:

U.S. GAAP þ International Financial Reporting Standards as issued by the International Accounting Standards Board o Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes þ No

CHINA FINANCE ONLINE CO. LIMITED

TABLE OF CONTENTS

EXPLANATORY NOTE	4
PART I	4
ITEM 4. INFORMATION ON THE COMPANY	4
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	9
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	11
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	12
ITEM 15. CONTROLS AND PROCEDURES	12
ITEM 19. EXHIBITS	13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	23
SIGNATURE	29

EXPLANATORY NOTE

This Amendment No. 1 on Form 20-F/A (this “Amendment No. 1”) to our annual report on Form 20-F for the year ended December 31, 2013, filed with the Securities and Exchange Commission on May 6, 2014 (the “2013 Form 20-F”), is filed solely for the purposes of supplementing and revising ITEM 4, 5, 6 and 7 and correcting a clerical error in ITEM 15 in the 2013 Form 20-F.

This Amendment No. 1 speaks as of the filing date of the 2013 Form 20-F on May 6, 2014. Other than as set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate any other information or disclosure included in the 2013 Form 20-F or reflect any events that have occurred since May 6, 2014.

PART I

ITEM 4. INFORMATION ON THE COMPANY

Item 4 of the 2013 Form 20-F, “B. Business Overview – Regulation – Foreign ownership restriction on Internet content provision businesses” is hereby amended and restated in its entirety as follows:

B. Business overview.

Regulation

Foreign ownership restriction on Internet content provision businesses

According to the Provisions on Administration of Foreign Invested Telecommunications Enterprises, or the FITE Provisions, promulgated by the State Council in December 2001 and amended in September 2008, foreign ownership in the companies that provide Internet content services, including our business of providing financial information and data to Internet users, must not exceed 50%. In order to comply with this foreign ownership restriction, we operate our website in China through CFO Fuhua, which is wholly owned by Zhiwei Zhao, our chief executive officer, and Jun Wang, our chief financial officer, both of whom are PRC citizens. Under FITE Provisions and other related regulations, we cannot directly hold the licenses and approvals necessary to operate our website because those licenses and approvals cannot be held by foreign entities or majority foreign-owned entities. We, as a company incorporated in Hong Kong, are a foreign entity for this purpose.

There are, however, substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. Accordingly, we cannot assure investors that the PRC regulatory authorities will not ultimately take a view that is contrary to the opinion of Jincheng Tongda & Neal Law Firm, our PRC legal counsel. If the PRC government finds that the agreements that establish the structure of our operations in China do not comply with PRC government restrictions on foreign investment in our industry, we could be subject to severe penalties.

Item 4 of the 2013 Form 20-F, “C. Organizational structure” is hereby amended and restated in its entirety as follows:

C. Organizational structure.

The following table sets forth the details of our principal subsidiaries and significant PRC-incorporated affiliates as of December 31, 2013:

	Jurisdiction of	Legal Ownership
Name	Incorporation	Interest
Fortune Software (Beijing) Co., Ltd.	PRC	100%
China Finance Online (Beijing) Co., Ltd.	PRC	100%
Beijing Fuhua Innovation Technology Development Co., Ltd. *	PRC	Nil
Fortune (Beijing) Success Technology Co., Ltd.	PRC	100%
Beijing Chuangying Advisory and Investment Co., Ltd.*	PRC	Nil
Shanghai Meining Computer Software Co., Ltd.*	PRC	Nil
Zhengning Information & Technology (Shanghai) Co., Ltd.	PRC	100%
Zhengyong Information & Technology (Shanghai) Co., Ltd.	PRC	100%
Zhengtong Information & Technology (Shanghai) Co., Ltd.	PRC	100%
Shanghai Chongzhi Co., Ltd.*	PRC	Nil
Fortune (Beijing) Qicheng Technology Co., Ltd.*	PRC	Nil
Shanghai Stockstar Securities Advisory and Investment Co., Ltd. *	PRC	Nil
Jujin Software (Shenzhen) Co., Ltd.	PRC	100%
Fortune (Beijing) Huiying Investment Consulting Co., Ltd.*	PRC	Nil
Shanghai Stockstar Wealth Management Co., Ltd.*	PRC	Nil
Shenzhen Genius Information Technology Co., Ltd.	PRC	100%
Shenzhen Shangtong Software Co., Ltd. *	PRC	Nil
Shenzhen Newrand Securities Advisory and Investment Co., Ltd.*	PRC	Nil
Zhengjin (Fujian) Precious Metals Investment Co., Ltd.*	PRC	Nil
Henghui (Tianjin) Precious Metals Management Co., Ltd. *	PRC	Nil
Zhengjin (Tianjin) Precious Metals Management Co., Ltd. *	PRC	Nil
Zhengjin (Shanghai) Precious Metals Management Co., Ltd. *	PRC	Nil
East Win Investment Consulting Co., Ltd.*	PRC	Nil
Shenzhen Tahoe Investment and Development Co., Ltd.*	PRC	Nil
Netinfo (Beijing) Technology Co., Ltd.*	PRC	Nil
Sinoinfo (Dalian) Investment Consulting Co., Ltd.*	PRC	Nil
iSTAR Financial Holdings Limited	BVI	85%
iSTAR International Securities Co. Limited	Hong Kong	85%
iSTAR International Futures Co. Limited	Hong Kong	85%
iSTAR International Wealth Management Co. Limited	Hong Kong	85%
iSTAR International Investment Services Co. Limited	Hong Kong	85%
iSTAR International Credit Co. Limited	Hong Kong	85%

________________

*Denotes variable interest entities or subsidiaries of variable interest entities

PRC regulations currently limit foreign ownership of companies that provide ICP services, which include our business of providing financial information and data to Internet users, not to exceed 50%. We are a Hong Kong company and we conduct our operations solely in China through our wholly owned subsidiaries. We are a foreign enterprise and the wholly owned subsidiaries are all foreign invested enterprises under PRC law and, accordingly, neither we nor our wholly owned subsidiaries are eligible for a license to operate ICP services or provide online advertising services in China. In order to comply with foreign ownership restrictions, we operate our online business in China through CFO Fuhua. We have entered into a series of contractual arrangements with CFO Fuhua and its shareholders, including contracts relating to the leasing of equipment, the licensing of our domain name, the provision of technical support services and strategic consulting and certain shareholder rights and corporate government matters in 2004. CFO Fuhua is a PRC domestic company controlled by Zhiwei Zhao, our chairman and chief executive officer and Jun Wang, our chief financial officer.

In addition, to provide the Company with effective control over and the ability to receive substantially all of the economic benefits of its VIEs, the Company’s wholly owned subsidiaries including CFO Beijing, CFO Software, CFO Zhengyong and CFO Success (collectively, the “ WFOEs ” and each a “ WFOE ”) have entered into a series of contractual arrangements with the VIEs, which include CFO Fuhua, CFO Chongzhi, CFO Qicheng and CFO Newrand. Specifically, these contractual arrangements enable us to:

·	have the power to direct the activities that most significantly affect the economic performance of the VIEs and their subsidiaries;

·	receive substantially all of the economic benefits from the VIEs and their subsidiaries in consideration for the services provided by our WFOEs; and

have an exclusive option to purchase from each of the shareholders of the VIEs all or part of the VIEs’ equity interest, when and to the extent permitted by PRC law, or request any existing shareholder of VIEs to transfer all or part of the equity interest in the VIEs to another PRC person or entity designated by us at any time in our discretion.

These contractual arrangements are summarized in the following paragraphs.

Exclusive technology consulting and management service agreement . Pursuant to a series of technology support and service agreements, the WFOEs retain the exclusive right to provide the VIEs and their subsidiaries technology support and consulting services and exclusive management consulting service. As a result of these services, the WFOEs are entitled to charge the VIEs and their subsidiaries annual service fees. The principal services agreements that the WFOEs have entered into with the VIEs include:

·	strategic consulting services agreement, pursuant to which the amount of fees to be charged is 30% of each VIE’s income before tax;

·	technical support services agreement, pursuant to which the amount of fees to be charged is 30% of each VIE’s income before tax; and

·	operating support services agreement, pursuant to which the amount of fees to be charged is 40% of each VIE’s income before tax.

Power of Attorney. Pursuant to the power of attorney, each of the shareholders of the VIEs has executed an irrevocable power of attorney assigning the WFOEs or individuals designated by the WFOEs as their attorney-in-fact to vote on their behalf on all matters of the VIEs requiring shareholder approval under PRC laws and regulations and the articles of association of VIEs. The articles of incorporation of the VIEs state that the major rights of the shareholders include the right to appoint directors, the general manager and other senior management members.

Loan Agreement. We entered into a loan agreement with Zhiwei Zhao effective November 20, 2006 to extend to Mr. Zhao a loan in the amount of $163,000, for the sole purpose of financing his acquisition of the equity interests of CFO Fuhua from one of its two former shareholders (the “ Zhao Loan ”). The initial term of the foregoing loan is 10 years which may be extended upon the parties' agreement. Zhiwei Zhao can only repay the loan by transferring all of his interest in CFO Fuhua to us or a third party designated by us. If and when Zhiwei Zhao transfers his interest in CFO Fuhua to us or our designee, if the actual transfer price is higher than the principal amount of the loan, the amount exceeding the principal amount of the loan will be deemed as interest accrued on such loan and repaid by Zhiwei Zhao to us. While Hong Kong law limits maximum interest payment payable to 60% of the outstanding principal amount per annum, this limitation would be relevant only if, the actual value of CFO Fuhua were to have increased at an average annual rate greater than 60% at the time Zhiwei Zhao transfers to us his interest in CFO Fuhua.

CFO Fuhua's assets currently consist primarily of registered capital and licenses to provide Internet content and advertising related services, and its operations are primarily limited to operating our free website and providing advertising related services on behalf of CFO Beijing. Accordingly, we do not believe this limitation will have a material effect on our business and operations, or will result in a material amount being paid to the shareholders of CFO Fuhua if and when they are permitted to transfer their interest in CFO Fuhua to us.

We entered into a loan agreement with Jun Wang in October 2007 to extend to Mr. Wang a loan in the amount of $199,000 for the sole purpose of financing his acquisition of the equity interests of CFO Fuhua from its other former shareholder (together with the Zhao Loan, the “ VIE Loans ”). Such loan is subject to the same terms and conditions as the loan agreement we entered into with Zhiwei Zhao as discussed above.

Purchase Option Agreement . A purchase option agreement was entered into by us, CFO Beijing, CFO Fuhua and the two former shareholders of CFO Fuhua on May 27, 2004. After the two former shareholders of CFO Fuhua completed the transfer of all of their equity interests in CFO Fuhua to Zhiwei Zhao and Jun Wang in 2006 and 2007, respectively, each of Zhiwei Zhao and Jun Wang executed a new purchase option agreement with us, CFO Beijing and CFO Fuhua, replacing the previous purchase option agreement. Pursuant to the current purchase option agreement, each of Zhiwei Zhao and Jun Wang is obligated to sell to us, and we have an exclusive option to or designate another party to purchase from each of them, all or any portion of their equity interest in CFO Fuhua when and to the extent that applicable PRC law permits us to own part or all of the equity interest in CFO Fuhua. In addition, we have an exclusive option to require CFO Fuhua to transfer all of its assets to us or our designee if and when Zhiwei Zhao and/or Jun Wang ceases to be a director or employee of CFO Fuhua, or either Zhiwei Zhao or Jun Wang desires to transfer his equity interest in CFO Fuhua to a party other than the existing shareholders of CFO Fuhua, to the extent permitted by PRC law.

The exercise price of the option will equal (i) the total principal amount under the VIE Loans, or (ii) the price required by relevant PRC law or government approval authority if such required price is higher than the total principal amount under the VIE Loans. We may choose to pay the purchase price by canceling our loans to Zhiwei Zhao and Jun Wang.

Following any exercise of the option, the parties will enter into a definitive share or asset purchase agreement and other related transfer documents within 30 days after written notice of exercise is delivered by us. Pursuant to the purchase option agreement, at all times before we or any party designated by us acquire 100% of CFO Fuhua’s equity interest or assets, CFO Fuhua may not (1) sell, transfer, assign, dispose of in any manner or create any encumbrance in any form on any of its assets unless such sale, transfer, assignment, disposal or encumbrance is related to the daily operation of CFO Fuhua or has been disclosed to and consented to in writing by us; (2) enter into any transaction which may have a material effect on CFO Fuhua’s assets, liabilities, operations, equity or other legal interest unless such transaction relates to the daily operation of CFO Fuhua or has been disclosed to and consented to in writing by us; or (3) distribute any dividends to its shareholders in any manner , . In addition, Zhiwei Zhao and Jun Wang may not cause CFO Fuhua to amend its articles of association to the extent such amendment may have a material effect on CFO Fuhua’s assets, liabilities, operations, equity or other legal interest except for pro rata increases of registered capital required by law.

Voting arrangement. Upon Zhiwei Zhao's receipt of Jun Ning's holdings in CFO Fuhua on November 20, 2006, and Jun Wang's receipt of Wu Chen's holdings in CFO Fuhua on October 18, 2007, each of Zhiwei Zhao and Jun Wang delivered to us an executed proxy substantially identical to the proxy executed by Jun Ning and Wu Chen, respectively, with respect to their voting rights as shareholders of CFO Fuhua. The foregoing proxy grants us the power to exercise the rights of the shareholders as shareholders of CFO Fuhua, including the right to appoint all of the directors and senior management of CFO Fuhua. In addition, we are entitled to all other voting rights provided to the shareholders of CFO Fuhua, as set forth in its articles of association, to vote on their behalf on all matters, such as matters related to the transfer of their respective equity interests in CFO Fuhua and the distribution of dividends or other proceeds from CFO Fuhua.

Share Pledge Agreement . The share pledge agreement is an agreement which collateralizes equity interests in our VIEs as security interest. Pursuant to a share pledge agreement, dated May 27, 2004, the two former shareholders of CFO Fuhua pledged all of their equity interest in CFO Fuhua to CFO Beijing to secure the payment and the performance of all other obligations of CFO Fuhua under the equipment leasing agreement, the technical support agreement and the amended and restated strategic consulting agreement between CFO Beijing and CFO Fuhua.

In November 2006 and October 2007, the two former shareholders of CFO Fuhua completed the transfer of all of their equity interests in CFO Fuhua to Zhiwei Zhao and Jun Wang, respectively. Under the new share pledge agreement entered into by and among Zhiwei Zhao, Jun Wang and CFO Beijing, each of Zhiwei Zhao and Jun Wang has agreed not to transfer, assign, pledge or in any other manner dispose of his interest in CFO Fuhua or create any other encumbrance on his interest in CFO Fuhua which may have a material effect on CFO Beijing’s interest without the written consent of CFO Beijing, except for the transfer of their interest in CFO Fuhua to us or a third-party assignee designated by us according to the purchase option agreement.

We entered into contractual arrangements with our affiliates including significant affiliates such as Shenzhen Newrand Securities Advisory and Investment Co., Ltd. (“CFO Newrand”), Shanghai Chongzhi Co., Ltd. (“CFO Chongzhi”), Beijing Chuangying Advisory and Investment Co., Ltd. (“CFO Chuangying”) and Fortune (Beijing) Qicheng Technology Co., Ltd. (“CFO Qicheng”) and their shareholders similar agreements we had entered into with CFO Fuhua and its shareholders. As a result of these contractual arrangements we obtained substantial control and became the primary beneficiary of our PRC-incorporated affiliates and, accordingly, we consolidate the results of operations of our PRC-incorporated affiliates in our financial statements. Samples of the complete set of form VIE agreement are listed as exhibits.

In the opinion of Jincheng Tongda & Neal Law Firm, our PRC legal counsel:

·	the corporate structure of the Company and its subsidiaries and our PRC-incorporated affiliates are in compliance with existing PRC laws and regulations; and

·	the contractual arrangements governing each of our VIE relationships are valid, binding and enforceable under, and do not violate PRC laws or regulations currently in effect.

There are, however, substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, there can be no assurance that the PRC regulatory authorities will not in the future take a view that is contrary to the above opinion of our PRC legal counsel. We have been further advised by our PRC legal counsel that if the PRC government finds that the agreements that establish the structure for our operations in China do not comply with PRC regulatory restrictions on foreign investment in our industry, we could be subject to severe penalties. The imposition of any of these penalties could result in a material adverse effect on our ability to conduct our business.

Business sector operated through each VIE

Variable interest entities	Business sector
Beijing Fuhua Innovation Technology Development Co., Ltd.	Web portal and advertising services
Shanghai Chongzhi Co., Ltd.	Subscription services and other related services
Fortune (Beijing) Qicheng Technology Co., Ltd.	Subscription services and other related services
Shenzhen Newrand Securities Advisory and Investment Co., Ltd.	Subscription services and other related services
Shanghai Stockstar Wealth Management Co., Ltd	Precious metals trading services

Item 5 of the 2013 Form 20-F, “A. Operating Results- Net Revenues” is hereby amended and restated in its entirety as follows:

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. Operating Results

Net revenues

Our net revenues reflect a deduction from our gross revenues for business taxes and related surcharges incurred in connection with our China operations. The gross revenues of PRC entities from sales that are not subject to VAT are subject to a business tax at a rate ranging from 3% to 5%. We pay business tax in the PRC on revenues from mobile value-added services. We pay VAT or business tax on revenues from precious metals trading services, depending on the judgments of difference taxation authorities.

Before January 1, 2012, our advertising-related revenues in Shanghai were subject to business tax. Effective as of January 1, 2012, the PRC Ministry of Finance and the State Administration of Taxation launched a Business Tax to VAT Transformation Pilot Program (the "Pilot Program") for certain industries in Shanghai. On September 1, 2012, the PRC Ministry of Finance and the State Administration of Taxation extended the Pilot Program to certain industries in other eight regions, including Beijing and Shenzhen. With the adoption of Pilot Program, our advertising-related revenues and certain subscription revenues started to be subject to VAT tax. Our advertising- related revenues and certain subscription revenues are recognized after deducting VAT and other related surcharges.

We derive revenues from external customers for each of the following services during the years presented:

	Years ended December 31, 2013
	PRC		Hong Kong		Total
Precious metals trading services revenues		30,124,245		-		30,124,245
Hong Kong brokerage services revenues		-		3,404,767		3,404,767
Subscription services and other related services revenues		19,209,065		-		19,209,065
Total revenues from external customers		49,333,310		3,404,767		52,738,077

	Years ended December 31, 2012
	PRC		Hong Kong		Total
Hong Kong brokerage services revenues		-		3,817,762		3,817,762
Subscription services and other related services revenues		25,781,724		-		25,781,724
Total revenues from external customers		25,781,724		3,817,762		29,599,486

	Years ended December 31, 2011
	PRC		Hong Kong		Total
Hong Kong brokerage services revenues		-		3,539,664		3,539,664
Subscription services and other related services revenues		49,468,401		-		49,468,401
Total revenues from external customers		49,468,401		3,539,664		53,008,065

Item 5 of the 2013 Form 20-F, “B. Liquidity and capital resources – Restrictions on Renminbi conversion” is hereby amended and restated in its entirety as follows:

B. Liquidity and capital resources.

Restrictions on Renminbi conversion

The majority of our revenues and operating expenses are denominated in Renminbi. The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. Pursuant to the Foreign Currency Administration Rules promulgated on January 29, 1996 and amended on January 14, 1997 and various regulations issued by the SAFE and other relevant PRC government authorities, Renminbi is freely convertible only to the extent of current account items, such as trade-related receipts and payments, interest and dividends. Capital account items, such as direct equity investments, loans and repatriation of investment, require the prior approval from the SAFE or its local branch for conversion of Renminbi into a foreign currency, such as U.S. dollars, and remittance of the foreign currency outside the PRC. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy its foreign currency-denominated obligations. Currently, each of our PRC subsidiaries and affiliates may purchase foreign exchange for settlement of "current account transactions", including payment of dividends to us and payment of license fees and service fees to foreign licensors and service providers, without the approval of SAFE. However, approval from the SAFE or its local branch is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.

Each of our PRC subsidiaries and affiliates may also retain foreign exchange in their current accounts to satisfy foreign exchange liabilities or to pay dividends. However, we cannot assure investors that the relevant PRC governmental authorities will not limit or eliminate our ability to purchase and retain foreign currencies in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders. Since a significant amount of our future revenues will be in the form of Renminbi, the existing and any future restrictions on currency exchange may limit our ability to utilize revenues generated in Renminbi to fund our business activities outside China, if any, or expenditures denominated in foreign currencies.

A summary table, by respective denomination, is set forth below, including: (1) cash, cash equivalents and restricted cash held inside of the PRC and subject to restrictions; (2) cash, cash equivalents and restricted cash held outside of the PRC; and (3) for entities within the PRC, cash, cash equivalents and restricted cash held by VIEs and VIEs’ subsidiaries, as of December 31, 2012 and 2013, respectively:

	For the year ended December 31,
	2012		2013
Cash, cash equivalents and restricted cash held inside of the PRC and subject to restrictions
Denomination in RMB	$	55,629,246	$	26,912,31
Denomination in foreign currencies	$	424	$	480

Cash, cash equivalents and restricted cash held by VIEs and VIEs’ subsidiaries in the PRC
Denomination in RMB	$	6,815,785	$	19,412,207
Denomination in foreign currencies		-		-

Cash, cash equivalents and restricted cash held outside of the PRC
Denomination in RMB	$	67,570	$	66,294
Denomination in foreign currencies	$	14,083,040	$	9,395,807

Item 6 of the 2013 Form 20-F, “C. Term of directors and executive officers” is hereby amended and restated in its entirety as follows:

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

C. Terms of directors and executive officers

We have a staggered board, which means a subset of our directors (excluding our chief executive officer), retire at every annual general meeting and the vacancies created by such retirement stand for election. Our chief executive officer will at all times be a director, and will not retire as a director, so long as he remains our chief executive officer. Accordingly, our directors, excluding our chief executive officer, hold office until the second annual meeting of shareholders following their election, or until their successors have been duly elected and qualified. Our board has adopted a policy providing that no director may be nominated for re-election or re-appointment to our board after reaching 70 years of age, unless our board concludes that such person’s continued service as our director is in our best interest. Officers are elected by and serve at the discretion of the board of directors. As of the date on which the statements are made in this annual report, the date of expiration for each director’s current term of office is set forth below:

Name	Age	Position	Expiration of Term
Zhiwei Zhao	50	Chairman of the Board of Directors and Chief Executive Officer	-
Kheng Nam Lee	66	Director	Date of 2015 annual general meeting
Rongquan Leng	65	Director	Date of 2014 annual general meeting
Neo Chee Beng	53	Director	Date of 2015 annual general meeting
Jun (Jeff) Wang	43	Director and Chief Financial Officer	Date of 2014 annual general meeting

Item 7 of the 2013 Form 20-F, “A. Major shareholders” is hereby amended and restated in its entirety as follows:

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.	Major shareholders.

As of December 31, 2013, we had 111,145,633 ordinary shares issued and outstanding, and JP Morgan Chase Bank N.A., as the depository of our ADS facility, was the only record holder of our ordinary shares in the United States, holding approximately 92.48% of our total outstanding ordinary shares. The number of beneficial owners of our ADSs in the United States is likely much larger than the one record holder of our ordinary shares in the United States.

Please refer to Item 6. "Directors, Senior Management and Employees — Share Ownership".

Item 15 of the 2013 Form 20-F, is hereby amended and restated in its entirety as follows:

ITEM 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2013. Based on that evaluation, management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures as of December 31, 2013 were not effective due to the material weakness in internal control described below.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934. Our internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our management and other personnel to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatement. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with our policies and procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in the 1992 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management has concluded that our internal control over financial reporting was not effective as of December 31, 2013 due to the material weakness described below.

A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The Company’s management determined that Company’s oversight of complex transactions is not effective. Specifically, management lacks the expertise to evaluate the accounting requirement of certain non-routine and complex transactions. From time to time the Company will encounter non-routine accounting transactions that require a high level of technical accounting expertise. Non-routine accounting transactions will likely increase in frequency as the Company continues to grow and expand its operations.

As of the date of this report, we are undertaking steps to correct the aforementioned material weakness by providing relevant US GAAP trainings to the current corporate accounting team, engaging an external consulting company to review our key operational processes and related internal controls for improvement in internal control system, strengthening the information-sharing process between us and our external accounting advisory consultants and implementation of more formal review procedures and documentation standards for the accounting and monitoring of non-routine and complex transactions.

Notwithstanding this material weakness, management has concluded that the consolidated financial statements included in this annual report are fairly stated in all material respects for each period presented herein.

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this annual report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 19 of the 2013 Form 20-F, is hereby amended and restated in its entirety as follows:

ITEM 19. EXHIBITS

Index to exhibits

Exhibit Number		Description
1.1		Amended and Restated Memorandum and Articles of Association of China Finance Online Co. Limited (incorporated by reference to Exhibit 3.1 from our Registration Statement on Form F-1 (File No. 333-119166) filed with the Securities and Exchange Commission on October 4, 2004)

2.1		Specimen ordinary share certificate (incorporated by reference to Exhibit 4.1 from our Registration Statement on Form F-1 (File No. 333-119166) filed with the Securities and Exchange Commission on September 21, 2004)

2.2		Specimen American depositary receipt of China Finance Online Co. Limited (Incorporated by reference to the Registration Statement on Form F-6 (File No. 333-119530) filed with the Securities and Exchange Commission with respect to American depositary shares representing ordinary shares on October 5, 2004


4.1		2004 Incentive Stock Option Plan and form of option agreement (incorporated by reference to Exhibit 4.1 from our 2006 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 29, 2007)

4.2		Restricted Stock Issuance and Allocation Agreement-2007 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 on Form 6-K (File No. 000-50975) filed with the Securities and Exchange Commission on August 24, 2007)

4.3		Amended Restricted Stock Issuance and Allocation Agreement 2007 Equity Incentive Plan dated May 20, 2009(incorporated by reference to Exhibit 4.3 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.4		Translation of Purchase Option and Cooperation Agreement dated May 27, 2004 among China Finance Online Co. Limited, Jun Ning, Wu Chen and CFO Fuhua (incorporated by reference to Exhibit 10.3 from our Registration Statement on Form F-1 (File No. 333-119166) filed with the Securities and Exchange Commission on September 21, 2004)

4.5		Translation of Share Pledge Agreement dated May 27, 2004 among Jun Ning, Wu Chen and CFO Beijing (incorporated by reference to Exhibit 10.4 from our Registration Statement on Form F-1 (File No. 333-119166) filed with the Securities and Exchange Commission on September 21, 2004)

4.6		Translation of Framework Agreement on Exercising Purchase Option dated November 20, 2006 by and among Jun Ning, Wu Chen, Zhiwei Zhao, CFO Fuhua and CFO Beijing(incorporated by reference to Exhibit 4.7 from our 2006 Annual Report on Form 20-F (File No.000-50975 ) filed with the Securities and Exchange Commission on May 29, 2007)

4.7		Translation of Purchase Option and Cooperation Agreement dated November 20, 2006 among China Finance Online Co. Limited, Zhiwei Zhao, Wu Chen, CFO Fuhua and CFO Beijing (incorporated by reference to Exhibit 4.10 from our 2006 Annual Report on Form 20-F (File No.000-50975 ) filed with the Securities and Exchange Commission on May 29, 2007)

4.8		Translation of Share Pledge Agreement dated November 20, 2006 among Zhiwei Zhao, Wu Chen, CFO Fuhua and CFO Beijing(incorporated by reference to Exhibit 4.11 from our 2006 Annual Report on Form 20-F (File No.000-50975 ) filed with the Securities and Exchange Commission on May 29, 2007)

4.9		Translation of Equipment Lease Agreement between CFO Beijing and CFO Fuhua dated May 27, 2004 (incorporated by reference to Exhibit 10.7 from our Registration Statement on Form F-1 (File No. 333-119166) filed with the Securities and Exchange Commission on September 21, 2004)

4.10		Translation of Technical Support Agreement between CFO Beijing and CFO Fuhua dated May 27, 2004 (incorporated by reference to Exhibit 10.8 from our Registration Statement on Form F-1 (File No. 333-119166) filed with the Securities and Exchange Commission on September 21, 2004)

4.11		Translation of Amended and Restated Strategic Consulting Agreement between CFO Beijing and CFO Fuhua dated May 27, 2004 (incorporated by reference to Exhibit 10.9 from our Registration Statement on Form F-1 (File No. 333-119166) filed with the Securities and Exchange Commission on September 21, 2004)

4.12		Translation of Framework Agreement on Exercising Purchase Option dated October 18, 2007 by and among China Finance Online Co. Limited, Wu Chen, Zhiwei Zhao, Jun Wang, CFO Fuhua and CFO Beijing (incorporated by reference to Exhibit 4.15 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)

4.13		Translation of Share Transfer Contract (related to shares of CFO Fuhua) dated October 18, 2007 by and between Wu Chen and Jun Wang (incorporated by reference to Exhibit 4.17 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)


4.14		Translation of Share Pledge Agreement dated October 18, 2007 among Zhiwei Zhao, Jun Wang, CFO Fuhua and CFO Beijing (incorporated by reference to Exhibit 4.18 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)

4.15		Translation of Purchase Option and Cooperation Agreement dated October 18, 2007 among China Finance Online Co. Limited, Zhiwei Zhao, Jun Wang and CFO Fuhua (incorporated by reference to Exhibit 4.19 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)

4.16		Translation of Purchase Option and Cooperation Agreement dated March 3, 2008 among China Finance Online Co. Limited, Zhiwei Zhao, Jun Wang and CFO Fuhua (incorporated by reference to Exhibit 4.20 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)

4.17		Translation of Translation of Share Pledge Agreement dated March 3,2008 among Zhiwei Zhao, Jun Wang, CFO Fuhua and CFO Beijing (incorporated by reference to Exhibit 4.23 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)

4.18		Translation of Loan Agreement dated November 20, 2009 among CFO Chuangying, Yang Yang and Lin Yang (incorporated by reference to Exhibit 4.51 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.19		Translation of Share Pledge Agreement dated November 20, 2009 among CFO Chuangying, Yang Yang and Lin Yang (incorporated by reference to Exhibit 4.52 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.20		Translation of Purchase Option Agreement dated November 20, 2009 among CFO Chuangying, CFO Qicheng, Yang Yang and Lin Yang (incorporated by reference to Exhibit 4.53 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.21		Translation of Operation Agreement dated November 20, 2009 between CFO Chuangying and CFO Qicheng (incorporated by reference to Exhibit 4.54 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.22		Translation of Technical Support Agreement dated November 20, 2009 between CFO Chuangying and CFO Qicheng (incorporated by reference to Exhibit 4.55 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.23		Translation of Strategic Consulting and Service Agreement dated November 20, 2009 between CFO Chuangying and CFO Qicheng (incorporated by reference to Exhibit 4.56 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.24		Translation of Loan Agreement dated September 1, 2007 among Fortune Software (Beijing) Co., Ltd., Wu Chen and Zhiwei Zhao (incorporated by reference to Exhibit 4.30 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)

4.25		Translation of Framework Agreement among Fortune Software (Beijing) Co., Ltd., Wu Chen, Jun Wang and Beijing Glory Co., Ltd. dated September 10, 2007 (incorporated by reference to Exhibit 4.29 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)

4.26		Translation of Share Transfer Contract (related to shares of Beijing Glory Co., Ltd.) dated September 10, 2007 by and between Wu Chen and Jun Wang (incorporated by reference to Exhibit 4.31 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)

4.27		Translation of Purchase Option Agreement dated September 10, 2007 among China Finance Online Co. Limited, Jun Wang, Zhiwei Zhao and Beijing Glory Co., Ltd. (incorporated by reference to Exhibit 4.3 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)


4.28		Translation of Operation Agreement dated September 10, 2007 by and between Fortune Software (Beijing) Co., Ltd. and Beijing Glory Co., Ltd. (incorporated by reference to Exhibit 4.32 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)

4.29		Translation of Technical Support Agreement between Fortune Software (Beijing) Co., Ltd. and Beijing CFO Glory Co., Ltd. dated September 10, 2007 (incorporated by reference to Exhibit 4.33 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)

4.30		Translation of Strategic Consulting and Service Agreement between Fortune Software (Beijing) Co., Ltd. and Beijing Glory Co., Ltd. dated September 10, 2007 (incorporated by reference to Exhibit 4.34 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)

4.31		Translation of Framework Agreement for Exercise of Purchase Option dated June 2, 2009 among Wei Xiong, Zhenfei Fan, Zhiwei Zhao, Jun Wang, CFO Software and CFO Premium (incorporated by reference to Exhibit 4.35 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.32		Translation of Purchase Option Agreement dated June 2, 2009 among CFO Software, CFO Premium, Zhiwei Zhao and Jun Wang (incorporated by reference to Exhibit 4.36 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.33		Translation of Share Pledge Agreement dated June 2, 2009 among CFO Software, Zhiwei Zhao and Jun Wang (incorporated by reference to Exhibit 4.37 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.34		Translation of Operation Agreement among dated August 21, 2007 by and between Fortune Software (Beijing) Co., Ltd. and Beijing CFO Premium Technology Co., Ltd.(incorporated by reference to Exhibit 4.25 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)

4.35		Translation of Technical Support Agreement between Fortune Software (Beijing) Co., Ltd. and Beijing CFO Premium Technology Co., Ltd. dated August 21, 2007 (incorporated by reference to Exhibit 4.26 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)

4.36		Translation of Strategic Consulting and Service Agreement between Fortune Software (Beijing) Co., Ltd. and Beijing Premium Technology Co., Ltd. dated August 21, 2007 (incorporated by reference to Exhibit 4.27 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)

4.37		Translation of Loan Agreement dated November 25, 2009 among CFO Chuangying, Yang Yang and Lin Yang (incorporated by reference to Exhibit 4.57 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.38***		Translation of Framework Agreement of Exercising Purchase Option dated November 1, 2012 among Yang Yang, Ying Zhu, CFO Chuangying and CFO Yingchuang

4.39***		Translation of Share Pledge Agreement dated November 1, 2012 among CFO Chuangying, Ying Zhu and Lin Yang

4.40		Translation of Operation Agreement dated November 25, 2009 between CFO Chuangying and CFO Yingchuang (incorporated by reference to Exhibit 4.60 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.41		Translation of Technical Support Agreement dated November 25, 2009 between CFO Chuangying and CFO Yingchuang (incorporated by reference to Exhibit 4.61 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)


4.42		Translation of Strategic Consulting and Service Agreement dated November 25, 2009 between CFO Chuangying and CFO Yingchuang (incorporated by reference to Exhibit 4.62 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.43***		Translation of Loan Agreement dated May 8,2008 among CFO Software, Zhenfei Fan and Xun Zhao

4.44***		Translation of Framework Agreement of Exercising Purchase Option dated January 8, 2010 among Zhenfei Fan, Xun Zhao, Zhengyan Wu, CFO Chongzhi and CFO Software

4.45***		Translation of Purchase Option and Cooperation Agreement dated January 8, 2010 among Xun Zhao, Zhengyan Wu and CFO Software

4.46***		Translation of Share Pledge Agreement dated January 8, 2010 among Xun Zhao, Zhengyan Wu and CFO Software

4.47***		Translation of Operation Agreement dated June 8, 2008 between CFO Chongzhi and CFO Software

4.48***		Translation of Technical Support Agreement dated June 8, 2008 between CFO Chongzhi and CFO Software

4.49***		Translation of Strategic Consulting and Service Agreement dated June 8, 2008 between CFO Chongzhi and CFO Software

4.50		Translation of Loan Agreement dated November 25,2009 among CFO Chongzhi, Zhihong Wang and Ran Yuan (incorporated by reference to Exhibit 4.63 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.51		Purchase Option Agreement dated November 30, 2009 among CFO Chongzhi, Shanghai Stockstar Information & Technology Co., Ltd., Ran Yuan and Zhihong Wang (incorporated by reference to Exhibit 4.65 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.52***		Translation of Framework Agreement of Exercising Purchase Option dated April 6, 2010 among Zhihong Wang, Na Zhang, CFO Chongzhi and Shanghai Stockstar Information & Technology Co., Ltd.

4.53***		Translation of Framework Agreement of Exercising Purchase Option dated November 8, 2010 among Ran Yuan, Xun Zhao, CFO Chongzhi and Shanghai Stockstar Information & Technology Co., Ltd.

4.54***		Translation of Share Pledge Agreement dated January 15, 2012 among Na Zhang, Xun Zhao and CFO Chongzhi

4.55		Translation of Operation Agreement dated November 30, 2009 between CFO Chongzhi and Shanghai Stockstar Information & Technology Co., Ltd. (incorporated by reference to Exhibit 4.66 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.56		Translation of Technical Support Agreement dated November 30, 2009 between CFO Chongzhi and Shanghai Stockstar Information & Technology Co., Ltd. (incorporated by reference to Exhibit 4.67 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.57		Translation of Strategic Consulting and Service Agreement dated November 30, 2009 between CFO Chongzhi and Shanghai Stockstar Information & Technology Co., Ltd. (incorporated by reference to Exhibit 4.68 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.58***		Translation of Loan Agreement dated March 29, 2011 among CFO Zhengtong, Zhiwei Zhao and Jun Wang


4.59***		Translation of Purchase Option and Cooperation Agreement dated March 29, 2011 among Zhiwei Zhao, Jun Wang, Stockstar Wealth Management and CFO Zhengtong

4.60***		Translation of Share Pledge Agreement dated March 29, 2011 among Zhiwei Zhao, Jun Wang and CFO Zhengtong

4.61***		Translation of Operation Agreement dated March 29, 2011 between Stockstar Wealth Management and CFO Zhengtong

4.62***		Translation of Technical Support Agreement dated March 29, 2011 between Stockstar Wealth Management and CFO Zhengtong

4.63***		Translation of Strategic Consulting and Service Agreement dated March 29, 2011 between Stockstar Wealth Management and CFO Zhengtong

4.64***		Translation of Framework Agreement of Exercising Purchase Option dated November 15, 2012 among Zhiwei Zhao, Jun Wang, Xiaowei Wang, Na Zhang, CFO Chuangying and CFO Software

4.65***		Translation of Purchase Option and Cooperation Agreement dated December 11, 2012 among Xiaowei Wang, Na Zhang, CFO Chuangying and CFO Software

4.66***		Translation of Share Pledge Agreement dated November 15, 2012 among Xiaowei Wang, Na Zhang and CFO Software

4.67		Translation of Operation Agreement dated February 12, 2009 between CFO Software and CFO Chuangying (incorporated by reference to Exhibit 4.40 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.68		Translation of Technical Support Agreement dated February 12, 2009 between CFO Software and CFO Chuangying (incorporated by reference to Exhibit 4.41 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.69		Translation of Strategic Consulting and Service Agreement dated February 12, 2009 between CFO Software and CFO Chuangying (incorporated by reference to Exhibit 4.42 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010)

4.70***		Translation of Loan Agreement dated April 30, 2013 among Lin Yang, Ying Zhu and CFO Software

4.71***		Translation of Purchase Option and Cooperation Agreement dated April 30, 2013 among Lin Yang, Ying Zhu, Aishang (Beijing) Fortune Technology Co., Ltd. and CFO Software

4.72***		Translation of Share Pledge Agreement dated April 30, 2013 among Lin Yang, Ying Zhu and CFO Software

4.73***		Translation of Operation Agreement dated April 30, 2013 between CFO Software and Aishang (Beijing) Fortune Technology Co., Ltd.

4.74***		Translation of Technical Support Agreement dated April 30, 2013 between CFO Software and Aishang (Beijing) Fortune Technology Co., Ltd.

4.75***		Translation of Strategic Consulting and Service Agreement dated April 30, 2013 between CFO Software and Aishang (Beijing) Fortune Technology Co., Ltd.

4.76***		Translation of Loan Agreement dated January 2, 2012 among Shiyuan Lu, Ming Li and CFO Software

4.77***		Translation of Purchase Option and Cooperation Agreement dated January 2, 2012 among Shiyuan Li, Ming Li, Shanghai Maibu Investment Management Co., Ltd. and CFO Software

4.78***		Translation of Operation Agreement dated January 2, 2012 between CFO Software and Shanghai Maibu Investment Management Co., Ltd.

4.79***		Translation of Technical Support Agreement dated January 2, 2012 between CFO Software and Shanghai Maibu Investment Management Co., Ltd.


4.80***		Translation of Strategic Consulting and Service Agreement dated January 2, 2012 between CFO Software and Shanghai Maibu Investment Management Co., Ltd.

4.81***		Translation of Loan Agreement dated July 1, 2013 among Na Zhang, Ran Tao and CFO Zhengyong

4.82***		Translation of Purchase Option and Cooperation Agreement dated July 1, 2013 among Na Zhang, Ran Tao, CFO East Win and CFO Zhengyong

4.83***		Translation of Operation Agreement dated July 1, 2013 between CFO Zhengyong and CFO East Win

4.84***		Translation of Technical Support Agreement dated January 2, 2012 between CFO Zhengyong and CFO East Win

4.85***		Translation of Strategic Consulting and Service Agreement dated January 2, 2012 between CFO Zhengyong and CFO East Win

4.86***		Translation of Loan Agreement dated July 26, 2013 among Lin Yang, Cao Chen and CFO Zhengyong

4.87***		Translation of Purchase Option and Cooperation Agreement dated July 26, 2013 among Lin Yang, Cao Chen CFO Newrand and CFO Zhengyong

4.88***		Translation of Operation Agreement dated July 26, 2013 between CFO Zhengyong and CFO Newrand

4.89***		Translation of Technical Support Agreement dated January 2, 2012 between CFO Zhengyong and CFO Newrand

4.90***		Translation of Strategic Consulting and Service Agreement dated January 2, 2012 between CFO Zhengyong and CFO Newrand

4.91***		Translation of Loan Agreement dated July 1, 2013 among Wei Cui, Haibin Wang and CFO Zhengyong

4.92***		Translation of Purchase Option and Cooperation Agreement dated July 1, 2013 among Wei Cui, Haibin Wang, CFO Netinfo and CFO Zhengyong

4.93***		Translation of Operation Agreement dated July 1, 2013 between CFO Zhengyong and CFO Netinfo

4.94***		Translation of Technical Support Agreement dated July 1, 2013 between CFO Zhengyong and CFO Netinfo

4.95***		Translation of Strategic Consulting and Service Agreement dated July 1, 2013 between CFO Zhengyong and CFO Netinfo

4.96		Translation of Labor Contract of Zhao Zhiwei dated June 21, 2010 (incorporated by reference to Exhibit 4.103 from our 2010 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 31, 2011)

4.97		Translation of Labor Contract of Jeff Wang dated May 24, 2011(incorporated by reference to Exhibit 4.104 from our 2010 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 31, 2011)

4.98		Translation of Shenzhen Stock Exchange Proprietary Information License Agreement dated March, 2012 between CFO Fuhua and Shenzhen Securities Information Co., Ltd. (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission.; filed as Exhibit 4.61 to the Company's Report on Form 20-F (File No.000-50975) filed on April 30, 2012, and incorporated herein by reference)


4.99		Translation of Securities Information License Contract dated December 26, 2011 between SSE Infonet Ltd. and CFO Fuhua (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission., which request is pending; filed as Exhibit 4.62 to the Company's Report on Form 20-F (File No.000-50975) filed on April 30, 2012, and incorporated herein by reference)

4.100		Market Data Vendor License Agreement dated March 31, 2011 between HKEx Information Services Limited and CFO Software (filed as Exhibit 4.63 to the Company's Report on Form 20-F (File No.000-50975) filed on April 30, 2012, and incorporated herein by reference)

4.101		Translation of China Financial Futures Exchange Futures Information License Agreement dated April 8, 2009 between CFO Software and China Financial Futures Exchange (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission.) (incorporated by reference to Exhibit 4.75 from our 2009 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 28, 2010); Supplemental Agreement dated April 16, 2011 (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission.) (incorporated by reference to Exhibit 4.78 from our 2010 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 31, 2011)

4.102		Translation of Agreement for Supply of Real-time Hang Seng Family of Indexes by and between the Company and Hang Seng Indexes Company Limited dated February 27, 2009 (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission.)

4.103		Translation of Agreement for Supply of Real-time Hang Seng Family of Indexes by and between CFO Fuhua and Hang Seng Indexes Company Limited dated December 11, 2012 (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission.)

4.104		Renewal of Shanghai Stock Exchange Securities Information Operation License Agreement by and between CFO Fuhua and Shanghai Stock Exchange Information Network Co., Ltd. dated December 25, 2012 (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission.)

4.105		Renewal of Shenzhen Stock Exchange Proprietary Information License Agreement by and between CFO Fuhua and Shenzhen Securities Information Network Co., Ltd. dated March 15, 2013 (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission.)

4.106		Renewal of Shenzhen Stock Exchange Proprietary Information License Agreement by and between CFO Meining and Shenzhen Securities Information Network Co., Ltd. dated March 1, 2013 (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission.)

4.107		English Summary of the real estate investment contract and the shareholder agreement by and among CFO Yingchuang, Langfang Shengshi Real Estate Development Co., Ltd. and its original shareholders dated March 19, 2013. (Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 83 (17 C.F.R. Section 200.83). The omitted materials have been filed separately with the Securities and Exchange Commission.)


4.108*		Translation of Assets Purchase Agreement among Shenzhen Newrand and Shenzhen Champion Connection

4.109*		Translation of Purchase Agreement between Giant Bright and Champion Connection Network H.K. Limited

4.110*		Translation of Agreement for Change of Parties to the Contract

4.111*		Translation of Purchase Agreement between Giant Bright and Hadevan

4.112*		Translation of Assets Purchase Agreement among Shenzhen Genius and Shenzhen Champion Connection

4.113*		Translation of Purchase Agreement between Mainfame and Champion Connection Network H.K. Limited

4.114*		Translation of Cooperation Framework Agreement among Shanghai Stockstar Wealth Management, Golden Pioneer Network Technologies and Shanghai Excellence Advertising

4.115*		Translation of Capital Increase and Shareholders’ Agreement of Shenzhen Tahoe Investment and Development Co, Ltd.

4.116***		Translation of Equity Transfer Agreement among Fortune (Beijing) Huiying Investment Consulting Co., Ltd. and Beijing Bluestone Investment Management Co., Ltd, Langfang Great Sky Investment Co., Ltd.

8.1*		List of principal subsidiaries and significant PRC-incorporated affiliates

12.1*		CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2*		CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1*		CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

13.2*		CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

15.1*		Consent of Grant Thornton China

15.2*		Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP

101.INS***		XBRL Instance Document

101.SCH***		XBRL Taxonomy Extension Schema Document

101.CAL***		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF***		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB***		XBRL Taxonomy Extension Label Linkbase Document

101.PRE***		XBRL Taxonomy Extension Presentation Linkbase Document


*		Filed with 2013 annual report on Form 20-F which was filed with Securities Exchange Commission on May 6, 2014.

**		XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

***		Filed with this Amendment 1 to 2013 annual report on Form 20-F/A

Note 1 of “Notes to consolidated financial statements for the years ended December 31, 2011, 2012 and 2013” in the 2013 Form 20-F, is hereby amended and restated in its entirety as follows:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars)

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES

China Finance Online Co. Limited ("China Finance Online" or the "Company") was incorporated in Hong Kong on November 2, 1998. China Finance Online, its subsidiaries, its variable interest entities ("VIEs") and its VIEs' subsidiaries (collectively, the "Group") is a technology-driven, user-focused market leader in China in providing vertically integrated financial information and services.

The Company's two prominent flagship portal sites, www.jrj.com and www.stockstar.com , have attracted a large population of individual investors. The Company offers basic software, information services and securities investment advisory services to individual investors. Through its subsidiary, CFO Genius, the Company provides financial database and analytics to institutional customers including domestic financial, research, academic and regulatory institutions. The Company is developing comprehensive financial services including securities and futures brokerage services in Hong Kong and precious metals trading services in China.

Details of China Finance Online's significant subsidiaries, VIEs and VIEs' subsidiaries as of December 31, 2013 were as follows:

	Place of	Date of	legal
	incorporation or	incorporation or	ownership	Principal
Company name	establishment	acquisition	interest	activity

Subsidiaries:
China Finance Online (Beijing) Co., Ltd. (“CFO Beijing”)	Beijing, PRC	Jul. 9, 1998	100%	N/A
Fortune Software (Beijing) Co., Ltd. (“CFO Software”)	Beijing, PRC	Dec. 7, 2004	100%	N/A
Fortune (Beijing) Success Technology Co., Ltd. (“CFO Success”)	Beijing, PRC	Oct. 16, 2007	100%	N/A
JujinSoftware (Shenzhen) Co., Ltd. (“CFO Jujin”)	Shenzhen, PRC	Mar. 9, 2007	100%	N/A
Shenzhen Genius Information Technology Co., Ltd. (“CFO Genius”)	Shenzhen, PRC	Sep. 21, 2006	100%	Subscription service
Stockstar Information Technology (Shanghai) Co., Ltd. (“CFO Stockstar”)	Shanghai, PRC	Oct. 1, 2006	100%	N/A
Zhengning Information & Technology (Shanghai) Co., Ltd.	Shanghai, PRC	Jan. 31, 2007	100%	N/A
(“CFO Zhengning”)
Zhengyong Information & Technology (Shanghai) Co., Ltd.
(“CFO Zhengyong”)	Shanghai, PRC	Aug. 17, 2008	100%	N/A
Zhengtong Information & Technology (Shanghai) Co., Ltd.
(“CFO Zhentong”)	Shanghai, PRC	Jun. 26, 2008	100%	N/A
iSTAR Financial Holdings Limited(“iSTAR Financial Holdings”)	BVI	Jul. 16, 2007	85%	Investment holdings
iSTAR International Securities Co. Limited(“iSTAR Securities”)	Hong Kong, PRC	Nov. 23, 2007	85%	Brokerage service
iSTAR International Futures Co. Limited(“iSTAR Futures”)	Hong Kong, PRC	Apr. 16, 2008	85%	Brokerage service
iSTAR International Wealth Management Co. Limited	Hong Kong, PRC	Oct. 8, 2008	85%	Securities advising
(“iSTAR Wealth Management”)
iSTAR International Credit Co. Limited (“iSTARCredit”)	Hong Kong, PRC	Feb. 10, 2012	85%	N/A
Variable interest entities:
Beijing Fuhua Innovation Technology Development Co., Ltd. (“CFO Fuhua”)	Beijing, PRC	Dec. 31, 2000	Nil	Web portal and advertising service
Shanghai Chongzhi Co., Ltd. (“CFO Chongzhi”)	Shanghai, PRC	Jun. 6, 2008	Nil	Subscription service
Beijing Chuangying Securities Advisory and Investment Co., Ltd.
(“CFO Chuanying”)	Beijing, PRC	Jan. 9, 2009	Nil	N/A
Fortune (Beijing) Qicheng Technology Co., Ltd. (“CFO Qicheng”)	Beijing, PRC	Dec. 18, 2009	Nil	N/A
Shenzhen Newrand Securities Advisory and Investment Co., Ltd.	Shenzhen, PRC	Oct. 17, 2008	Nil	Securities investment advising
(“CFO Newrand”)
Shanghai Stockstar Wealth Management Co., Ltd.
(“Stockstar Wealth Management”)	Shanghai, PRC	Apr. 12, 2011	Nil	N/A
Fortune (Beijing) Huiying Investment Consulting Co., Ltd. (“CFO Huiying”)	Beijing, PRC	Dec. 18, 2009	Nil	N/A
Subsidiaries of variable interest entities:
Shanghai Meining Computer Software Co., Ltd. (“CFO Meining”)	Shanghai, PRC	Oct. 1, 2006	Nil	Web portal, advertising, subscription,
				and SMS
Shenzhen Newrand Securities Training Center (“CFO Newrand Training”)	Shenzhen, PRC	Oct. 17, 2008	Nil	Securities investment training
Shanghai Stockstar Securities Advisory and Investment Co., Ltd.	Shanghai, PRC	Nov. 5, 2009	Nil	Securities investment advising
(“CFO Securities Consulting”)
Shenzhen Tahoe Investment and Development Co., Ltd (“CFO Tahoe”)	Shenzhen, PRC	Sep. 30, 2013	Nil	N/A
Sinoinfo (Dalian) Investment Consulting Co., Ltd. (“CFO Sinoinfo”)	Dalian, PRC	Jul. 1, 2013	Nil	Securities investment advising
Shenzhen Shangtong Software Co., Ltd. (“CFO Shenzhen Shangtong”)	Shenzhen, PRC	Sep. 23, 2009	Nil	N/A
Zhengjin (Fujian) Precious Metals Investment Co., Ltd.	Fujian, PRC	Jan. 6, 2013	Nil	Precious metals brokerage
(“CFO Zhengjin Fujian”)
Zhengjin (Shanghai) Precious Metals Investment Co., Ltd.	Shanghai, PRC	Dec. 12, 2013	Nil	Precious metals brokerage
(“CFO Zhengjin Shanghai”)
Zhengjin (Tianjin) Precious Metals Investment Co., Ltd.	Tianjin, PRC	Jul. 23, 2013	Nil	Precious metals brokerage
(“CFO Zhengjin Tianjin”)
Henghui (Tianjin) Precious Metals Investment Co., Ltd.	Tianjin, PRC	Sep. 30, 2013	Nil	Precious metals brokerage”
(“CFO Henghui”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars)

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

The consolidated financial statements of the Group include the financial statements of the Company and its controlled operating entities, including the subsidiaries and the VIEs and VIEs’ subsidiaries for which the Company is the primary beneficiary. A variable interest entity is the entity in which the Company, through contractual arrangements as the primary beneficiary, bears the risks of, and enjoys the rewards normally associated with ownership of the entity.

People’s Republic of China (“PRC”) regulations prohibit or restrict direct foreign ownership of business entities providing certain services in PRC, such as internet content service and securities investment advisory service. In order to comply with these regulations, China Finance Online, through its subsidiaries, entered into contractual arrangements with the Company’s VIEs and their equity owners who are PRC citizens .

The Group made loans to the shareholders of the VIEs solely for the purposes of capitalizing the VIEs. Pursuant to the loan agreements, these loans can only be repaid by transferring all of their interests in the VIEs to the Group or a third party designated by the Group. The Group has entered into proxy agreements or power of attorney and exclusive equity purchase option agreements with the VIEs and nominee shareholders of the VIEs through the Company’s wholly owned significant subsidiaries including CFO Beijing, CFO Software, CFO Zhengyong and CFO Success (collectively, the “WFOEs” and each a “WFOE”). The foregoing agreements provide the WFOEs the right to direct the activities that most significantly affect the economic performance of the VIEs and to acquire the equity interests in the VIEs when permitted by the PRC laws, respectively. Certain exclusive agreements have been entered into with the VIEs through the WFOEs, which obligate the WFOEs to absorb the majority of the risk of loss from the VIEs’ activities and entitle the WFOEs to receive the majority of their residual returns. In addition, the Group has entered into share pledge agreements for the equity interests in the VIEs held by the shareholders of the VIEs.

Despite the lack of technical majority ownership, the agreements with the VIEs provide the WFOES with effective control over and the ability to receive substantially all of the economic benefits of its VIEs, resembling a parent-subsidiary relationship between the WFOEs and the VIEs. The shareholders of the VIEs effectively assigned all of their voting rights underlying their equity interest in the VIEs to the WFOEs. In addition, through the other exclusive agreements, which consist of strategic consulting services agreement, technical support services agreement and operating support services agreement , the WFOEs demonstrate their ability and intention to continue to exercise the ability to absorb substantially all of the profits and all of the expected losses of the VIEs. The VIEs are subject to operating risks, which determine the variability of the Company’s interest in those entities. Based on these contractual arrangements, the Company consolidates the VIEs as required by SEC Regulation SX-3A-02 and Accounting Standards Codification (“ASC”) Topic 810 (“ASC 810”) because the Company holds all the variable interests of the VIEs through the WFOEs.

The principal terms of the agreements entered into amongst the VIEs, their respective shareholders and the WFOEs are further described below.

Exclusive technology consulting and management service agreement

Pursuant to a series of technology support and service agreements, the WOFEs retain exclusive right to provide the VIEs and their subsidiaries technology support and consulting services and exclusive management consulting service. As a result of these services, the WOFEs are entitled to charge the VIEs and their subsidiaries annual service fees. The terms of the strategic consulting services agreement, the technical support services agreement and the operating support services agreement are twenty, ten and ten years, respectively, and these agreements will be automatically renewed on applicable expiration dates, unless the contracting WOFE informs the corresponding VIE its intention to terminate such contract one month prior to the applicable expiration date. Notwithstanding the foregoing, none of the parties has a right to terminate the service contracts. The principal services agreements that the WOFEs have entered into with VIEs include:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars)

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

strategic consulting services agreement, pursuant to which the amount of the fee to be charged is 30% of each VIE's income before tax;

technical support services agreement, pursuant to which the amount of the fee to be charged is 30% of each VIE's income before tax; and

operating support services agreement, pursuant to which the amount of the fee to be charged is 40% of each VIE's income before tax.

Exclusive purchase right agreement on the equity interest of the VIEs

Pursuant to the purchase option agreement, the WOFEs have the unconditional right to purchase the entire equity interest in, or all the assets of the VIEs at a price equal to the total principal amount of the loan lent by the WOFEs to the shareholders of the VIEs when and if such purchase is permitted by the PRC law or the current shareholders of the VIEs cease to be directors or employees of the VIEs. The term of the exclusive purchase right agreement is perpetual and can be terminated at the discretion of the WOFEs.

Power of attorney

Pursuant to the power of attorney, each of the shareholders of the VIEs have executed an irrevocable power of attorney assigning the WOFEs or individuals designated by the WOFEs as their attorney-in-fact to vote on their behalf on all matters of the VIEs requiring shareholder approval under PRC laws and regulations and the articles of association of VIEs.

The Articles of Incorporation of the VIE state that the major rights of the shareholders include the right to appoint directors, the general manager and other senior management. Therefore, through the irrevocable power of attorney arrangement, the WOFEs have the ability to exercise effective control over the VIEs through shareholder votes and, through such votes, to also control the composition of the board of directors. In addition, the senior management team of the VIEs is the same as that of the WOFEs. The term of the power of attorney is twenty years and will be automatically renewed on the expiration date. The contract can be terminated at the discretion of the WOFEs.

Pledge agreement

Pursuant to the equity pledge agreement between the WOFEs and the shareholders of the VIEs, the shareholders of the VIEs pledged all of their equity interests in the VIEs to the WOFEs to guarantee the VIEs' performance of its obligations under the exclusive technology consulting and service agreement. If the VIEs breach their contractual obligations under that agreement, the WOFEs, as the pledge, will be entitled to certain rights, including the rights to sell the pledged equity interests. The shareholders of the VIEs agree that, without prior written consent of the WOFEs, they will not transfer, sell, and dispose of or create any encumbrance on their equity interest in the VIEs. The term of the pledge agreement is twenty years and will be automatically renewed on the expiration date, unless the WOFEs inform the VIEs of their intention to terminate the agreement one month prior to the expiration date.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars)

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

Through these contractual agreements, the WOFEs have the ability to effectively control the VIEs and are also able to receive substantially all the economic benefits of the VIEs.

Details of significant VIEs and their counterparts which substantially control the VIEs as of December 31, 2014 were as follows:

VIE name	Contractual arrangement	Date counterpart
CFO Fuhua	May 27, 2004	CFO Beijing
CFO Chongzhi	June 8, 2008	CFO Software
CFO Newrand	October 17, 2008	CFO Zhengyong
CFO Qicheng	November 20, 2009	CFO Chuangying
Stockstar Wealth Management	April 12, 2011	CFO Zhengtong

Risks in relation to the VIE structure

The Company's ability to control the VIEs also depends on the power of attorney the WOFEs have to vote on all matters requiring shareholder approval in the VIEs. As noted above, the Company believes this power of attorney is legally enforceable but may not be as effective as direct equity ownership.

In addition, if the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the regulatory authorities may exercise their discretion and

revoke the business and operating licenses of our PRC subsidiaries or VIEs;

restrict the rights to collect revenues from any of our PRC subsidiaries;

discontinue or restrict the operations of any related-party transactions among our PRC subsidiaries or VIEs;

require our PRC subsidiaries or VIEs to restructure the relevant ownership structure or operations;

take other regulatory or enforcement actions, including levying fines that could be harmful to our business; or

impose additional conditions or requirements with which we may not be able to comply.

The imposition of any of these penalties may result in a material adverse effect on the Company's ability to conduct its business. In addition, if the imposition of any of these penalties causes the Company to lose the rights to direct the activities of the VIEs and their subsidiaries or the right to receive their economic benefits, the Company would no longer be able to consolidate the VIEs. The Company does not believe that any penalties imposed or actions taken by the PRC Government would result in the liquidation of the Company, its subsidiaries, or the VIEs.

The Company has consolidated its VIEs because it was the primary beneficiary of those entities. Through the contractual agreements discussed above, the Company, through its wholly owned subsidiaries, has (1) the power to direct the activities of the VIEs that most significantly affect the entities' economic performance and (2) the right to receive benefits from the VIEs, therefore it consolidates the VIEs.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars)

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

The consolidated VIEs operate securities investment advisory business and precious metals trading business, and therefore their most important revenue-producing assets are the securities consulting license of US$5,012,884 to operate securities investment advisory business, the precious metals trading right of US$1,295,740, completed technology of US$47,608 and customer relationship of US$1,188,530 to operate the precious metals business, each of which was recognized in the Company’s consolidated financial statements.

The VIEs also hold important unrecognized revenue-producing assets, such as our domain names and Internet Content Provider Licenses with respect to www.jrj.com and www.stockstar.com and certain value-added technologies, which were also considered revenue-producing assets. However, none of such assets were recorded on the Company’s consolidated balance sheets as such assets were all acquired or internally developed with insignificant costs and expenses incurred.

The following financial statement amounts and balances of the VIEs for which the Company is the primary beneficiary and their subsidiaries were before intercompany elimination as of and for the years ended :

	Years ended December 31,
	2012		2013
Assets
Current assets
Cash and cash equivalents		6,885,845		18,760,701
Consideration receivable		-		13,449,458
Account receivable -others, net		1,175,980		19,406,559
Loan receivable		-		10,333,120
Others		5,258,507		4,477,360
	$	13,320,332	$	66,427,198
Non-current assets
Property and equipment, net		2,076,428		1,843,201
Acquired intangible assets, net		4,675,237		7,544,762
Cost method investment		-		829,201
Rental deposits		297,919		676,280
Guarantee fund deposits		-		6,601,095
Investment in subsidiaries		19,188,802		29,143,486
Deferred tax assets, non-current		33,812		26,171
Total		39,592,530	$	113,091,394

Third-party liabilities
Current liabilities
Accounts payable		140,641		16,667,516
Accrued expenses and other current liabilities		6,682,192		12,704,555
	$	6,822,833	$	29,372,071

Non-current liabilities	$	2,231,127	$	2,519,019

Total	$	9,053,960	$	31,891,091
Inter-company liabilities	$	8,087,893	$	39,822,918

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2012 AND 2013

(In U.S. dollars)

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

	Year ended December 31,
	2011			2012			2013

Net revenues	$	27,837,567		$	17,271,563		$	58,549,393
Net loss	$	(7,573,823	)	$	(6,948,118	)	$	(5,469,402	)

		Year ended December 31,
		2011			2012			2013

Net cash used in operating activities	$	(11,948,507	)	$	(13,860,354	)	$	(14,469,067	)
Net cash (used in) provided by investing activities		(7,726,567	)		3,449,449			(9,440,165	)
Net cash (used in) provided by financing activities		(37,146,641	)		6,461,007			35,830,988
Effect of exchange rate changes	$	895,082		$	52,740		$	(46,900	)

There are no consolidated VIE’s assets that are collateral for the VIE’s obligations and can only be used to settle VIE’s obligations.

CHINA FINANCE ONLINE CO. LIMITED

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No.1 to Form 20-F on its behalf.

Date: April 21, 2015	CHINA FINANCE ONLINE CO. LIMITED
	/s/ Jeff Wang
	Name:	Jeff Wang
	Title:	Chief Financial Officer

Exhibit 4.38

[Translated from the original Chinese version]

FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION

among

Party A: Yang Yang

and

Party B: Ying Zhu

and

Fortune Yingchuang (Beijing) Technology Co. L td.

Beijing Chuangying Advisory and Investment Co., Ltd.

November 1, 2012

BEIJING, CHINA

The framework agreement is entered into as of the date of November 1, 2012 in Beijing, People's Republic of China (the "PRC") by and among the following parties:

Party A: Yang Yang

Address: Block C 938-941# ， International Enterprise Building, Financial Street No. 35, Xicheng District, Beijing, PRC.

ID No.:11010219820521154X

Party B: Ying Zhu

Address: Block C 938-941# ， International Enterprise Building, Financial Street No. 35, Xicheng District, Beijing, PRC.

ID No.: 420103198502153728

Party C: Fortune Yingchuang （ Beijing ） Technology Co. L td.

Address: 1137-1140#, Floor 11, NO.10 Building, Xuanwumengwai Road, Xicheng District, Beijing, P.R.C.

Party D: Beijing Chuangying Advisory and Investment Co., Ltd.

Address: 1125-1136#, Floor 11, NO.10 Building, Xuanwumengwai Road, Xicheng District, Beijing, P.R.C.

Whereas:

1.	Party A and Lin Yang is current shareholders of Party C which have made registrations at the Administration of Industry and Commerce authorities, and each holding 45% and 55% shares in Party C respectively

2.	Party D is a limited liability company duly organized and validly existing under the laws of the People’s Republic of China, and provide technical support, strategic consultation and other relevant services to Party C

To finance the investment by Party A in Party C, Party D has entered into Loan Agreements (“Loan Agreement”) with Party A and Party B respectively in 2009, providing Party A with loan of RMB 450, 000. Pursuant to the Loan Agreement, Party A has invested the full amount of the loans in Party C's registered capital

As the consideration for the loans provided by Party D to Party A, Party A entered into a Purchase Option and Cooperation Agreement (“Purchase Option Agreement”) with Party C and Party D on DATE, granting Party D the exclusive option to purchase all or part of shares/assets in Party C holding by Party A at any time, in accordance with China laws

5.	For making securities of the payment obligations of Party C under numerous agreements executed between Party , Party A entered into a Share Pledge Agreement (“Pledge Agreement”) with Party D on DATE, pledging their respective shares in Party C to Party D

6.	Party D is intended to exercise the purchase option to purchase entire shares in Party C holding by Party A in accordance with the Purchase Option Agreement, and designates Party B as the subject to exercise the aforesaid purchase option

Therefore, in accordance with the principle of sincere cooperation, mutual benefit and joint development, through friendly negotiation, the Parties hereby enter into the following agreements:

1.	Exercise of the Purchase Option

1.1

Party D hereby authorizes Party B in accordance with the purchase option granted to Party B under Article 2.1 of the Purchase Option Agreement, and Party B agrees to accept the aforesaid authorization, on behalf of Party D, to purchase entire shares in Party C holding by Party A a in accordance with the conditions stipulated in the Purchase Option Agreement.

1.2

In accordance with Article 3 under the Purchase Option Agreement, the purchase price of entire shares in Party C holding by Party A, purchased by Party B in accordance with Party D’s authorization, shall be the sum of the loan principal lent by Party D to Party A, which is equivalent to RMB 450, 000. (“Purchase Price”).

2.	Share Transfer

2.1

Party A shall enter into a Share Transfer Agreement (“Share Transfer Agreement”) with Party B, in accordance with the content and form of Appendix II hereto, within thirty (30) days after receiving exercise notice from Party D (“Appendix I”), in accordance with Article 2.3 of the Purchase Option Agreement, and other documents required to make change registrations at industrial and commerce authorities

3.	Loan Arrangements

3.1

The purchase price of entire shares in Party C holding by Party A, purchased by Party B shall be contributed in full amount by Party D. However, Party B shall enter into a loan agreement with Party D to the satisfaction of Party D, in accordance with the content and form of Appendix III hereto.

3.2

Party B agree and irrevocably instruct Party D to pay the aforesaid loan provided to Party B, which used to purchase Party A’s shares, directly to Party A, in accordance with the conditions and terms stated in the frame agreement.

3.3

Party A agrees to contribute his entire income obtained from selling the shares in Party C in accordance with the agreement, to perform its repayment obligations to Party D under the Loan Agreement. The Loan Agreement among Party A and Party D will be terminated when Party A pay off all the loans in accordance with Article 4.2 hereof.

4.	Payment and Obligation Set-off

4.1

In accordance with article 3.2 hereof, the parties agree the purchase price shall be paid by Party D to Party A directly, at the day of share change registration procedures at industrial and commerce authorities are completed, concerning entire shares in Party C holding by Party A, purchased by Party B(“Registration Day”). Whereas Party A shall pay off all the loans when Party D exercises the purchase option, in accordance with article 3.1 of Loan Agreement, Party D agrees the aforesaid payment made by Party D to Party A will then be set off by the loan principal which shall be paid by Party D to Party A under the Loan Agreement. As the aforesaid set-off is completed, Party B is not required to make any other payments to Party A for the purpose of paying for the purchase price, and Party A is not required to make any other payments to Party D for the purpose of repaying the loan.

4.2

Notwithstanding the foregoing agreement, when the set-off is completed, Party A shall issue a receipt to Party B for all purchase price it received (“Party A’s Receipt”, as Appendix IV hereto), and shall expressly acknowledge Party B’s payment obligation under the Share Transfer Agreement has been carried out. Party D shall issue immediately a receipt to Party A for entire loan principal it received (“Party D’s receipt”, as Appendix V hereto) after Party A has issued the aforesaid Party A’s receipt, shall expressly acknowledge Party A’s payment obligation under the Loan Agreement has been carried out, and the Loan Agreement entered into by and among Party A, and Party D will be terminated upon the date of this Agreement.

5.	Change of Purchase Option Agreement

5.1

The parties agree that, as one prerequisite to Party D’s contribution of purchase price to Party B, Party B shall enter into a new purchase option and cooperation agreement with Party C and Party D, in accordance with the content and form stipulated in Appendix VI hereto, at the date of the execution of the Share Transfer Agreement.

5.2

Except as otherwise stated or agreed by the parties, all obligations of Party A under the original Purchase Option Agreement and Proxy on the voting rights issued to Party D will be terminated at the registration day.

6.	Change of Pledge Agreement

6.1

The parties agree that, as one prerequisite to Party D’s contribution of purchase price to Party B, Party B shall enter into a new pledge agreement with Party D, in accordance with the content and form stipulated in Appendix VII hereto, at the date of the execution of the Share Transfer Agreement.

6.2

The parties agree that, the Pledge Agreement entered into by Party Band Party D will be terminated upon the date of this Agreement.

6.3

The original Pledge Agreement will be terminated at the Registration Day. Except as otherwise stated or agreed by the parties, all obligations of Party A under the original Pledge Agreement will be terminated at the Registration Day.

7.	Confidentiality

Without prior approval of the parties, any party shall keep confidential the content of the agreement, and shall not disclose to any other person the content of the agreement or make any public disclosure of the content hereof. However, the article does not make any restrictions on (i) any disclosure made in accordance with relevant laws or regulations of any stock exchange market; (ii) any disclosed information which may be obtained through public channels, and is not caused so by the defaulting of the disclosing party; (iii) any disclosure to shareholders, legal consultants, accountants, financial consultants and other professional consultants of any parties; or (iv) disclosure made to one party’s potential buyer of shares/assets, other investors, debt or share financing providers, and the receiving party shall make proper confidentiality undertakings (in the event that the transfer party is not Party F, the approval from Party F shall be obtained as well).

8.	Notification

8.1

Any notice, request, requirement and other correspondences required by the Agreement or made in accordance with the Agreement, shall be made in written form and sent to the addresses of the parties first above written herein.

8.2

Notices hereunder shall be sent to the other party’s address and/or number, by ways of personal delivery, prepaid registered airmail, acknowledged carrier or fax. Such notices shall be deemed to have been effectively given on the following dates: (1) notices delivered by person shall be deemed to have been effectively served on the date of personal delivery; (2) notices sent by prepaid registered airmail shall be deemed to have been effectively served on the seventh day after the day they were delivered for mailing (as indicated by the postmark); (3) notices sent by courier service shall be deemed to have been effectively served on the third day after they were delivered to an acknowledged courier; (4) notices sent by facsimile shall be deemed to have been effectively served on the first working day after being transmitted.

9.	Dispute Resolution

9.1

Any dispute arises from the interpretation or performance of terms hereof by the parties, shall be settled through friendly consultation. If the parties fail to make a written agreement after consultation, the dispute shall be submitted for arbitration in accordance with the agreement. The arbitration shall be final and exclusive. Unless otherwise expressly stipulated herein, any party waives expressly its right to submit a dispute to court for a legal action, and the waiver is irrevocable.

9.2

The arbitration shall be submitted to China International Economic and Trade Arbitration Committee (“Arbitration Committee”) to be arbitrated in accordance with then-in-force arbitration rules. The place of arbitration shall be Beijing. Unless otherwise stipulated in the arbitration award, the arbitration fee (including reasonable attorney fees and expenses) shall be borne by the losing party.

10.	Supplementary Provisions

10.1

The failure or delay of any party hereof to exercise any right hereunder shall not be deemed as a waiver thereof, nor any single or partial exercise of any right preclude further exercise thereof in future by the party.

10.2

The headings of articles herein are provided for the purpose of index. Such headings shall in no event be used or affected interpretations of the terms herein.

10.3

The conclusion, effectiveness, interpretation of the agreement and the settlement of disputes in connection therewith, shall be governed by laws of Hong Kong Special Administration Region of the People’s Republic of China.

10.4

Each party hereunder concludes the agreement with legal purpose. Each term hereof is severable and independent from the others. If at any time one or more of such terms is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining terms hereof shall not in any way be affected thereby; and the parties shall make every endeavor to negotiate and arrive at new terms to substitute the invalid, illegal and unenforceable terms, and preserve as near as possible business purposes of the original terms.

10.5

Upon the effectiveness of the agreement, the parties shall fully perform the agreement. Any modifications of the agreement shall only be effective in written form, through consultations of the parties, and obtained necessary authorization and approval by Party C and Party D respectively

10.6

Matters not covered in the agreement shall be dealt with in a supplementary agreement, and annexed hereto. The supplementary agreement shall have the same legal force as the agreement

10.7

The agreement is executed in six original copies, which are equally authentic. Each party hereto shall hold one copy.

10.8

The agreement shall be effective upon execution.

(The reminder of this page is intentionally left blank.)

[Signature page, no body text]

The Frame Agreement is executed by the following parties ：

Party A: Yang Yang

(signature):/s/

Party B: Ying Zhu

(signature):/s/

Party C: Fortune Yingchuang （ Beijing ） Technology Co. L td.

(signature): /s/

Party D: Beijing Chuangying Advisory and Investment Co., Ltd.

(signature): /s/

Appendix I Option Exercise Notice

Option Exercise Notice

To: Yang Yang

Address: 9/F., Tower C, Corporate Square, No.35 Financial Street, Xicheng District, Beijing, P.R.C.

Date: November 1, 2012

Dear Yang Yang,

As per the Purchase Option and Cooperation Agreement entered into on November 1, 2012 among us and others, we hereby designate Mrs. Ying Zhu (ID Number: 420103198502153728) to acquire 45% of the equity interests of Fortune Yingchuang （ Beijing ） Technology Co. L td. which accounting for 100% equity interests owned by you. Please carry out all necessary procedures to complete the transfer of shares within [30] days of this Notice.

Yours truly,

____________________

Beijing Chuangying Advisory and Investment Co., Ltd.

(Seal)

Appendix II Share Transfer Agreement

Share Transfer Agreement

Exhibit III: Loan Agreement and Receipts for the Loan

LOAN AGREEMENT

The Loan Agreement (the "Agreement") is entered into as of November 1, 2012 among the following parties in Beijing, the People's Republic of China (the "PRC"):

PARTY A: Beijing Chuangying Advisory and Investment Co., Ltd. (“LENDER”)

Address: 1134#, Floor 11, NO.10 Building, Xuanwumengwai Road, Xicheng District, Beijing, P.R.C.

PARTY B: Ying Zhu (“BORROWER”)

Address: 9/F., Tower C, Corporate Square, No.35 Financial Street, Xicheng District, Beijing

ID No.: 420103198502153728

Party A and Party B will each be referred to as a "Party" and collectively referred to as the "Parties."

WHEREAS,

1. The Lender is a wholly foreign owned enterprise duly organized and validly existing under the laws of the PRC.

2. The Borrowers desire to acquire 45% equity interest in Fortune Yingchuang （ Beijing ） Technology Co. L td. in the PRC ("Company"). The Borrowers desire to borrow loans from the Lender to acquire 45% equity interest in the Company, and the Lender agrees to provide such loans to Borrowers.

THEREFORE, in accordance with the principle of sincere cooperation, mutual benefit and joint development, through friendly negotiation, the Parties hereby enter into the following agreements pursuant to relevant PRC laws and regulations.

1.	AMOUNT AND PURPOSE

1.1

Loan Amount: the Lender agrees to provide a loan with the amount of RMB 450, 000 from its self-owned fund to Party B.

1.2

Purpose of the Loan: the Borrower shall only use the Loan hereunder to acquire 45% equity interest in the Company as registered capital. Without the prior written consent of the Lender, the Borrowers shall not use such Loan for any other purpose, or pledge their equity interests in the New Company to any other third party.

2.	PAYMENT FOR THE LOAN

2.1

Payment Notice: the Lender shall deposit the loan amount to the following accounts designated by the Borrowers within ten days after the execution of this Agreement.

3.	TERM, REPAYMENT AND INTEREST OF THE LOAN

3.1

The term of the loan shall be 10 years and may be renewed pursuant to the agreement between the Parties ("Term"). Notwithstanding the foregoing, in the following circumstances, the Borrowers shall repay the Loan regardless if the Term has expired:

(1) The Borrowers decease or become a person without legal capacity or with limited legal capacity;

(2) The Borrowers commit a crime or are involved in a criminal act; or

(3) The Lender or its designated assignee can legally purchase the Borrowers' shares in the New Company under the PRC law and the Lender chooses to do so.

3.2

The Borrowers can repay the Loan by transferring all of their equity interests in the New Company to the Lender or a third party designated by the Lender when such transfer is permitted under the PRC law. In the event (1) the Borrowers transfer all of their equity interests in the New Company to the Lender or a third party designated by the Lender when such transfer is permitted under the PRC law, or (2) the Borrowers receive dividends from the New Company, the Borrowers shall deposit all the funds or dividends obtained from such transfer or the New Company, as the case may be, to the account designated by the Lender (no matter such amount is higher or less than the principal amount of the Loan).

3.3

The Lender and the Borrowers hereby jointly agree and confirm that the Lender, has the right to, but has no obligation to, purchase or designate a third party (legal person or natural person) to purchase all or part of Borrower's interest in the New Company at a price equal to the amount of the Loan when such purchase is allowed under the PRC law. If Lender or the third party assignee designated by Lender only purchases part of Borrower's interest in the New Company, the purchase price shall be reduced on a pro rata basis.

3.4

In the event when the Borrowers transfer their interest in the New Company to the Lender or a third party transferee designated by Lender, (i) if the total of (1) the actual transfer price paid by Lender or the third party transferee and (2) the dividends obtained from the New Company by the Lender (if applicable) equals or is less than the principal amount of the Loan, the Loan shall be deemed as interest free; (ii) if the total of (1) the actual transfer price paid by Lender or the third party transferee and (2) the dividends obtained from the New Company by the Lender (if applicable) is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrowers to Lender in full.

4.	CONFIDENTIALITY

The Parties acknowledge and confirm that any oral or written materials concerning this Agreement exchanged between them are confidential information. The Parties shall protect and maintain the confidentiality of all such confidential data and information and shall not disclose to any third party without the other party's written consent, except (a) the data or information that was in the public domain or later becomes published or generally known to the public, provided that it is not released by the receiving party, (b) the data or information that shall be disclosed pursuant to applicable laws or regulations, and (c) the data or information that shall be disclosed to One Party's legal counsel or financial counsel who shall also bear the obligation of maintaining the confidentiality similar to the obligations hereof. The undue disclosing of the confidential data or information of One Party's legal counsel or financial counsel shall be deemed the undue disclosing of such party who shall take on the liability of breach of this Agreement.

5.	DISPUTE RESOLUTION

5.1

The execution, validity, interpretation, performance, implementation, termination and settlement of disputes of this Agreement shall be governed by the laws of the PRC

5.2

Any dispute arising from or in connection with this Agreement shall be settled through friendly negotiation. If the parties fail to make any written agreement within thirty days after consultation, such dispute will be submitted (by the Lender or the Borrowers) to the China International Economic and Trade Arbitration Commission ("CIETAC") in accordance with its arbitration rules/procedures. The arbitration shall commence from the date of filing. The tribunal will be composed of one (1) arbitrator appointed by the chairman of CIETAC. The arbitration shall be final and bind the Parties. Unless otherwise stipulated by the arbitrator, the arbitration fee (including reasonable attorney fees and attorney expenses) shall be borne by the losing party.

6.	EFFECTIVENESS

6.1

This Agreement shall become effective after the execution of the Parties. The Agreement can be terminated by one Party through sending a written notice to the other Parties thirty days prior to the termination. Otherwise any Party shall not terminate this Agreement unilaterally without the mutual agreement of the Parties.

AMENDMENT

7.1

Upon the effectiveness of the agreement, the parties shall fully perform the agreement. Any modifications of the agreement shall only be effective in written form through consultations of the parties. Any modification and supplementary to this Agreement after signed by both Parties, become an integral part of this Agreement, and has the same legal force with this Agreement.

8.	MISCELLANEOUS

8.1

The headings of articles herein are provided for the purpose of reference. Such headings shall in no event be used or affected interpretations of the terms herein.

8.2

Matters not covered in the agreement shall be dealt with in a supplementary agreement, and annexed hereto. The supplementary agreement shall be an integral part of this Agreement and have the same legal force as the agreement.

8.3

Any provision of this Agreement that is invalid or unenforceable shall not affect the validity and enforceability of any other provisions hereof.

8.4

The agreement is executed in three original copies with same legal effect. Each party hereto shall hold one copy.

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date and year first hereinabove set forth.

Party A:

Beijing Chuangying Advisory and Investment Co., Ltd.

-------------------------

Seal

Authorized Representative:

Party B: Ying Zhu

-------------------------

(signature)

RECEIPT

Date: November 1, 2012

According to the Loan Agreement entered into between Beijing Chuangying Advisory and Investment Co., Ltd. and I on November 1, 2012, I have received all of the loan. The obligation of payment of Beijing Chuangying Advisory and Investment Co., Ltd. under the Loan Agreement has been fully fulfilled.

Ying Zhu (signature):

ID No.: 420103198502153728

Exhibit IV: Receipts for all of the prices for the transferred shares from Party A and Party B

Receipt

To: Ying Zhu

Date: November 1, 2012

According to the Share Transfer Agreement entered into among Ying Zhu and I on November 1 2012, I have received all of the prices for the transferred shares. The obligation of payment of Ying Zhu under the Loan Agreement has been fully fulfilled.

____________________

Yang Yang(Signture)

ID No.: 11010219820521154X

Exhibit V: Receipts for Loans from Party D

Receipt

Date: November 1, 2012

According to the Loan Agreement entered into among Yang Yang and Beijing Chuangying Advisory and Investment Co., Ltd. (“Our Company”) on DATE, Our Company has been repaid all amount of the loan, and the Loan Agreement is hereby terminated. The obligation of payment of Yang Yang under the Loan Agreement has been fully fulfilled.

_____________________

Beijing Chuangying Advisory and Investment Co., Ltd. (Seal)

Exhibit 4.39

[Translated from the original Chinese version]

SHARE PLEDGE AGREEMENT

This Share Pledge Agreement (this "Agreement") is executed by and among the following parties on November 1, 2012.

Pledgor B: Ying Zhu

Address: 1134#, Floor 11, NO.10 Building, Xuanwumengwai Road, Xicheng District, Beijing, P.R.C.

ID No.: 420103198502153728

Pledgor A: Lin Yang

Address: 1134#, Floor 11, NO.10 Building, Xuanwumengwai Road, Xicheng District, Beijing, P.R.C.

ID No.: 371100197603010016

Pledgee: Beijing Chuangying Advisory and Investment Co., Ltd.

Registered address: 1134#, Floor 11, NO.10 Building, Xuanwumengwai Road, Xicheng District, Beijing, P.R.C.

Unless otherwise provided hereunder, Pledgor A and Pledgor B shall hereinafter be referred to collectively as the "Pledgors".

WHEREAS:

1. Ying Zhu, Pledgor A, and Lin Yang, Pledgor B, are both citizens of the People's Republic of China (the "PRC"), and hold 55% and 45% of the equity interest in Fortune Yingchuang (Beijing) Technology Co. L td. ("Target Company"), respectively. Target Company is a company registered in P.R.China.

2. Pledgee is a company with limited liability registered in Beijing, PRC, with approvals from the relevant PRC authorities to engage in the business of securities investment and consulting services. Target Company and Pledgee have entered into the agreements (collectively, the "Service Agreements").

3. To secure the fees payable under the Service Agreements (the "Service Fee") from Target Company to Pledgee, Pledgors hereby pledge their respective interests in Target Company to Pledgee.

Pursuant to the provisions of the Service Agreements, Pledgors and Pledgee have agreed to enter into this Agreement according to the following terms and conditions.

ARTICLE 1. DEFINITIONS

Unless otherwise provided herein, the terms below shall have the following meanings:

1.1 "Pledge Rights" means the rights set forth in Article 2 of this Agreement.

1.2 "Share Equity" means the equity interest held by Pledgors in Target Company.

1.3 "Pledged Property" means the share interest and the dividends deriving therefrom pledged by Pledgors to Pledgee under this Agreement.

1.4 "Secured Indebtedness" means all the amounts payable by Target Company to Pledgee under the Service Agreements, including the Service Fee and interests accrued thereon, liquidated damages, compensations, costs and expenses incurred by Pledgee in connection with collection of such fees, interest, damages and compensations, and losses incurred to Pledgee as a result of any default by Target Company and other expenses payable under the Service Agreements.

1.5 "Term of Pledge" means the term stated in Section 4.1 of this Agreement.

1.6 "Service Agreements" means all the agreements entered into by Target Company and Pledgee, including but not limited to Strategy Consulting Services Agreement and Technical Support Agreement.

1.7 "Event of Default" means any event set forth in Article 8 of this Agreement.

1.8 "Notice of Default" means the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.

ARTICLE 2. PLEDGE RIGHTS

2.1 Pledgors hereby pledge to Pledgee all of their Share Equity in Target Company to secure the Secured Indebtedness of Target Company. Pledge Rights shall mean Pledgee's priority right in receiving compensation from the sale or auction proceeds of the Pledged Property (including the dividends generated by the Share Equity during the term of this Agreement).

ARTICLE 3. SCOPE OF PLEDGE SECURITY

3.1 The scope of pledge security hereunder shall cover all of the secured Indebtedness, including all the Services Fee and interest accrued thereon, liquidated damages, compensation, costs and expenses incurred by Pledgee to collect such fee, interests, damages and compensation and losses incurred to Pledgee as a result of any default by Target Company and all other expenses payable under the Service Agreement.

ARTICLE 4. TERM OF PLEDGE AND REGISTRATION

4.1 This Agreement shall become effective on the date when the Pledge hereunder is registered in the Shareholders' List of Target Company. The term of the Pledge shall be the same as the term of the Strategy Consulting Services Agreement (should the term of the Strategy Consulting Services Agreement be extended, the term of the Pledge shall be extended accordingly). Pledgors shall cause Target Company to register the Pledge hereunder in its Shareholders' List within three (3) days after this Agreement is executed.

4.2 In the event that any change of the matters registered in Target Company's Shareholders' List is required as a result of change of any matters relating to the Pledge, Pledgors and Pledgee shall cause the matters registered in Target Company's Shareholders' List be changed accordingly within fifteen (15) days after such change takes place.

ARTICLE 5. CUSTODY OF CERTIFICATES

Pledgors shall deliver to Pledgee the capital contribution certificates with respect to their interest in Target Company and Target Company's Shareholders' List within seven (7) days after this Agreement is executed.

ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF PLEDGORS

6.1 Pledgors are legally registered shareholders of Target Company and have paid Target Company the full amount of their respective portions of Target Company's registered capital required under Chinese law. Pledgors neither have sold nor will sell to any third party their Share Equity in Target Company.

6.2 Pledgors fully understand the contents of the Service Agreements and have entered into this Agreement voluntarily. The signatories signing this Agreement on behalf of Pledgors have the rights and authorizations to do so.

6.3 All documents, materials and certificates provided by Pledgors to Pledgee hereunder are correct, true, complete and valid.

6.4 When Pledgee exercises its right hereunder in accordance with this Agreement, there shall be no intervention from any other parties.

6.5 Pledgee shall have the right to dispose of and transfer the Pledge Rights in accordance with the provisions hereof.

6.6 Pledgors have not created any mortgage, pledge, secured interests or other form of debt liabilities over the Share Equity other than the Pledge created hereunder.

ARTICLE 7. COVENANTS OF PLEDGORS

7.1 For the benefit of Pledgee, Pledgors hereby make the following covenants, during the term of this Agreement:

7.1.1 without the prior written consent of Pledgee, Pledgors shall not transfer the Share Equity, or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee's rights and interests hereunder, or cause the shareholders' meetings of Target Company to adopt any resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving the creation of any other security interest on the Share Equity, provided that the Share Equity may be transferred to Pledgee or any party designated by Pledgee according to Purchase Option and Cooperation Agreement dated November 1, 2012 among Pledgee, Pledgors and Target Company and Pledgors may transfer the Share Equity to each other to the extent such transfer will not effect Pledgee's interest (the transferring Pledgor shall deliver a prior notice to Pledgee before making the transfer).

7.1.2 Pledgors shall comply with all laws and regulations applicable to the Pledge. Within five (5) days of receipt of any notice, order or recommendation issued or promulgated by competent government authorities relating to the Pledge, Pledgors shall deliver such notice, order or recommendation to Pledgee, and shall comply with the same, or make objections or statements with respect to the same upon Pledgee's reasonable request or with Pledgee's consent.

7.1.3 Pledgors shall promptly notify Pledgee of any event or notice received by Pledgors that may have a material effect on Pledgee's rights in the Pledged Property or any portion thereof, as well as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or any event or notice received by Pledgors that may have a material effect to any warranty or obligation of the Pledgors hereunder.

7.2 Pledgors warrant that Pledgee's exercise of the Pledge Rights as pledge pursuant to this Agreement shall not be interrupted or impaired by Pledgors or any successors or representatives of Pledgors or any other parties through any legal proceedings.

7.3 Pledgors hereby warrant to Pledgee that, to protect or perfect the security interest created by this Agreement to secure the Secured Indebtedness, Pledgors will execute in good faith, and cause other parties who have an interest in the Pledge Rights to execute, all certificates of rights and instruments as requested by Pledgee, and/or take any action, and cause other parties who have an interest in the Pledge Rights to take any action, as requested by Pledgee, and facilitate the exercise by Pledgee of its rights and authority provided hereunder, and execute all amendment documents relating to certificates of Share Equity with Pledgee or its designated person(s) (natural persons/legal persons), and shall provide Pledgee, within a reasonable period of time, with all notices, orders and decisions regarding the Pledge Rights requested by Pledgee. Pledgors hereby warrant to Pledgee that, for Pledgee's benefit, Pledgors shall comply with all warranties, covenants, agreements, representations and conditions provided hereunder. In the event that Pledgors fail to comply with or perform any warranties, covenants, agreements, representations and conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.

ARTICLE 8. EVENTS OF DEFAULT

8.1 Each of the following events shall constitute an Event of Default:

8.1.1 Target Company fails to pay in full any Secured Indebtedness on time;

8.1.2 Any representation or warranty made by Pledgors under Article 6 of this Agreement is misleading or untrue, or Pledgors have violated any of the warranties in Article 6 of this Agreement;

8.1.3 Pledgors breach any of the covenants in Article 7 of this Agreement;

8.1.4 Pledgors breach any other provisions of this Agreement;

8.1.5 Pledgors give up all or any part of the Pledged Property, or transfer all or any part of the Pledged Property without the written consent of Pledgee (except the transfers permitted hereunder);

8.1.6 Any of Pledgors' loans, guarantees, indemnification, commitment or other indebtedness to any third party (1) have been subject to a demand of early repayment due to an event of default; or (2) have become due but failed to be repaid in a timely manner, thus leading Pledgee to believe that Pledgors' ability to perform their obligations under this Agreement has been impaired;

8.1.7 Pledgors are unable to repay any other material debts;

8.1.8 Any applicable laws have rendered this Agreement illegal or made it impossible for Pledgors to continue to perform their obligations hereunder;

8.1.9 All approvals, licenses, permits or authorizations from government agencies that make this Agreement enforceable, legal and effective have been withdrawn, terminated, invalidated or substantively revised;

8.1.10 Any adverse change has taken place to any properties owned by Pledgors, which leads Pledgee to believe that Pledgors' ability to perform their obligations under this Agreement has been affected;

8.1.11 The successor or trustee of Target Company is only able to partially perform or refuses to perform the payment obligations under the Service Agreements;

8.1.12 Any breach of other provisions of this Agreement resulting from any action or omission by Pledgors; and

8.1.13 Any other event whereby Pledgee is unable to exercise its right with respect to the Pledge hereunder pursuant to relevant laws.

8.2 Pledgors shall immediately notify Pledgee in writing of any event set forth in Section 8.1 or any circumstance which many lead to any such event as soon as Pledgors know or are aware of such event.

8.3 Unless an Event of Default set forth in this Section 8.1 has been resolved to the satisfaction of Pledgee, Pledgee may, upon the occurrence of an Event of Default or at any time thereafter, issue a Notice of Default to Pledgors in writing and demand that Pledgors to immediately pay all the amounts due under the Service Agreements and all other amounts payable due to Pledgee, or exercise Pledge Rights in accordance with the provisions of this Agreement.

ARTICLE 9. EXERCISE OF PLEDGE RIGHTS

9.1 Prior to the full payment of Secured Indebtedness under the Service Agreements, Pledgors shall not assign, or in any manner dispose of, the Pledged Property without Pledgee's written consent.

9.2 Pledgee shall issue a Notice of Default to Pledgors when exercising the Pledge Rights.

9.3 Subject to the provisions of Section 8.3, Pledgee may exercise the right to dispose of the Pledged Property concurrently with the issuance of the Notice of Default in accordance with Section 8.3 or at any time after the issuance of the Notice of Default.

9.4 Pledgee shall have the right to dispose of the Pledged Property under this Agreement in part or in whole in accordance with legal procedures (including but not limited to negotiated transfer, auction or sale of the Pledged Property) and receive a priority payment from the proceeds of the Pledged Property until all of the Secured Indebtedness have been fully repaid.

9.5 When Pledgee exercises its rights under the Pledge in accordance with this Agreement, Pledgors shall not create any impediment, and shall provide necessary assistance to enable Pledgee to exercise the Pledge Rights.

ARTICLE 10. ASSIGNMENT

10.1 Without Pledgee's prior consent, Pledgors cannot give away or assign to any party their rights and obligations under this Agreement.

10.2 This Agreement shall be valid and binding on each Pledgor and their respective successors.

10.3 Pledgee may assign any and all of its rights and obligations under the Service Agreements to its designated person(s) (natural/legal persons) at any time, in which case the assignees shall have the rights and obligations of Pledgee under this Agreement, as if it were a party to this Agreement.

10.4 In the event that the Pledgee changes due to any transfer permitted hereunder, the new parties to the Pledge shall execute a new pledge agreement.

ARTICLE 11. TERMINATION

This Agreement shall be terminated when the Secured Indebtedness has been fully repaid and Target Company is no longer obliged to undertake any obligations under the Service Agreements. In this circumstance, Pledgee shall cancel or terminate this Agreement as soon as reasonably practicable.

ARTICLE 12. HANDLING FEES AND OTHER EXPENSES

12.1 All fees and out of pocket expenses relating to this Agreement, including but not limited to legal fees, cost of documentation, stamp duty and any other taxes and fees, shall be borne by Pledgors. In the event that the law requires Pledgee to pay any taxes, Pledgors shall reimburse Pledgee for such taxes paid by Pledgee.

12.2 In the event that Pledgors fail to pay any taxes or fees in accordance with the provisions of this Agreement, or due to any other reasons, Pledgee has to recover such taxes and fees payable by Pledgors through any means or in any manner, all costs and expenses (including but not limited to all the taxes, handling fees, management fees, cost of litigation, attorney's fees and insurance premiums) resulting therefrom shall be borne by Pledgors.

ARTICLE 13. FORCE MAJEURE

13.1 In the event that the performance of this Agreement is delayed or impeded by "an event of force majeure", the party affected by such event of force majeure shall not be liable for any liability hereunder with respect to the part of performance being delayed or impeded. "An event of force majeure" means any event beyond the reasonable control of the effected party and cannot be avoided even if the affected party has exercised reasonable care, which include but not limited to government actions, acts of God, fire, explosions, geographic changes, storms, flood, earthquakes, tides, lightning and war. Notwithstanding the foregoing, a lack of credit, funds or financing shall not be deemed as a circumstance beyond the reasonable control of an effected party. The party affected by "an event of force majeure" and seeking to relieve the performance liability under this Agreement or any provisions thereof shall notify the other party of its intention for seeking such relief and the measures it will take to reduce the impact of the force majeure as soon as possible.

13.2 The party affected by force majeure shall not be liable for any liability with respect to the part of performance being delayed or impeded if the effected party has taken reasonable efforts to perform this Agreement. As soon as the course of such relief is eliminated, the Parties shall use their best efforts to resume the performance of this Agreement.

ARTICLE 14. RESOLUTION OF DISPUTES

14.1 This Agreement shall be governed by and construed according to the laws of PRC.

14.2 In the event of any dispute with respect to the construction and performance of the provisions of this Agreement, the parties shall first try to resolve the dispute through friendly consultations. Upon failure of such consultations, any party may submit the relevant disputes to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its then effective arbitration rules. The arbitration shall be administered in Beijing and the language used for the arbitration shall be Chinese. The arbitration award shall be final and binding on all parties.

ARTICLE 15. NOTICES

Notices sent by the parties hereto shall be in writing ("in writing" shall include facsimiles and telexes). If sent by hand, such notice shall be deemed to have been delivered upon actual delivery; if sent by telex or facsimile, such notice shall be deemed to have been delivered at the time of transmission. If the date of transmission is not a business day or if transmission is after working hours, then the next business day shall be deemed as the date of delivery. The address of delivery shall be the addresses of the Parties stated on the first page of this Agreement or addresses notified in writing at any time after this Agreement is executed.

ARTICLE 16. AMENDMENTS, TERMINATION AND CONSTRUCTION

16.1 No amendment to this Agreement shall be effective unless such amendment has been agreed by all of the Parties and Party A and Party D have obtained necessary authorization and approvals with respect to such amendment (including the approval that Pledgee must obtain from the audit committee or other independent body established according to the Sarbanes-Oxley Act and the NASDAQ Rules under the board of directors of its overseas holding company – China Finance Online Co., Limited).

16.2 The provisions to this Agreement are severable from each other. The invalidity of any provision hereof shall not effect the validity or enforceability of any other provision hereof.

ARTICLE 17. EFFECTIVENESS AND OTHERS

17.1 This Agreement shall take effect upon satisfaction of the following conditions:

(1) This Agreement has been executed by all parties hereto; and

(2) Pledgors have recorded the Pledge hereunder in the Shareholders' List of Target Company.

17.2 This Agreement is written in Chinese in three counterparts. Each of the Parties shall hold one counterpart.

IN WITNESS WHEREOF, the parties have caused this Agreement executed by their duly authorized representatives in Beijing on the date first above written.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[Execution page only]

Pledgor A: Lin Yang

----------------------

Signature:

Pledgor B: Ying Zhu

--------------------

Signature:

Pledgee: Beijing Chuangying Advisory and Investment Co., Ltd.

(Seal)

Authorized representative:

---------------------

Signature:

Exhibit 4.43

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: 626#, Astronautics precise building, No.30, Haidiannan Road, Haidian District, Beijing, PRC.

BORROWER A: Zhenfei Fan

ID No.: 370282197711186915

BORROWER B: Xun Zhao

ID No.: 430502197212241538

Borrower A and Borrower B are collectively referred to as the "Borrowers".

WHEREAS,

1.	The Borrowers desire to establish Shanghai Chongzhi Information Technology Co., Ltd. (the “Company”), whose registered capital will be RMB1,000, 000, and Borrower A and Borrower B will respectively hold 55% and 45% of the equity interest in the Company.

2.	The Borrowers desire to borrow a loan (the “Loan”) from the Lender to invest in the Company.

3.	The Lender agrees to provide the Loan to Borrowers.

THEREFORE, in accordance with the principle of sincere cooperation, mutual benefit and joint development, through friendly negotiation, the Parties hereby enter into the following agreements.

ARTICLE 1. LOAN

1.1 Lender agrees to provide the Loan to Borrowers as follows: providing RMB550, 000 to Borrower A, and RMB450, 000 to Borrow B.

1.2 Term for such Loan shall be ten (10) years which may be extended upon the agreement of the Parties (the "Term").

1.3 Notwithstanding the foregoing, in the following circumstances, Borrowers shall repay the Loan regardless if the Term has expired:

(1) Borrowers decease or become a person without legal capacity or with limited legal capacity;

(2) Borrowers commit a crime or are involved in a criminal act; or

(3) Lender or its designated assignee can legally purchase Borrower's interest in the Company under the PRC law and Lender chooses to do so.

1.4 Subject to the satisfaction of the conditions precedent as specified in Article 2, Lender shall remit the amount of the Loan direct to the bank account designated by Borrowers payment within 7 days after receiving the written request of payment of Borrowers. Borrowers shall send a written receipt of the Loan to Lender within 1 day after receiving the Loan.

1.5 The Loan shall only be used by Borrowers to the contribution of the registered capital of the Company. Without Lender's prior written consent, Borrowers shall not use the Loan for any other purpose or transfer or pledge their interests in the Company to any third party.

1.6 Borrowers can only repay the Loan by transferring all of their interests in the Company obtained by using the Loan to Lender or a third party designated by Lender when such transfer is permitted under the PRC law.

1.7 Lender and Borrowers hereby jointly agree and confirm that Lender has the right to, but has no obligation to, purchase or designate a third party (legal person or natural person) to purchase all or part of Borrowers' shares in the Company at a price equal to the amount of the Loan when such purchase is allowed under the PRC law. If Lender or the third party assignee designated by Lender only purchases part of Borrowers' interest in the Company, the purchase price shall be reduced on a pro rata basis.

1.8 In the event when Borrowers transfer their shares in the Company to Lender or a third party transferee designated by Lender, (i) if the actual transfer price paid by Lender or the third party transferee equals or is less than the principal amount of the Loan, the Loan shall be deemed as interest free; or (ii) if the actual transfer price paid by Lender or the third party transferee is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrowers to Lender in full.

ARTICLE 2. CONDITIONS PRECEDENT TO DISBURSEMENT

The following conditions must be satisfied before the Loan is disbursed to Borrowers:

2.1 Lender has received the request of payment sent by Borrowers pursuant to Article 1.4;

2.2 Borrowers and Lender have executed the Share Pledge Agreement to the satisfaction of Lender;

2.3 Borrowers and Lender have executed the Option Purchase and Cooperative Agreement to the satisfaction of Lender;

2.4 The above Share Pledge Agreement and the Option Purchase and Cooperative Agreement have been and remain effective. The parties to the contracts or agreements have not materially breached any term or condition thereof, and all the necessary governmental approval, consent, authorization and registration have been obtained or completed.

2.5 The representations and warranties specified in Article 3 herein is true and accurate on the date of Lender's receiving the request of payment and the date of making the payment.

2.6 Borrowers have not materially breached any terms or conditions hereof.

ARTICLE 3. REPRESENTATION AND WARRANTIES

3.1 Lender hereby represents and warrants to Borrowers that:

(1) Lender is a company registered and validly existing under the laws of China;

(2) Lender has full right, power and all necessary approvals and authorizations to execute and perform this Agreement;

(3) the execution or performance of this Agreement shall not violate any significant contract or agreement to which the Lender is a party or by which the Lender is or its assets are bounded;

(4) this Agreement shall constitute the legal, valid and binding obligations of Lender, which is enforceable against Lender in accordance with its terms upon its execution.

3.2 Borrowers hereby represent and warrant to Lender that:

(1) Borrowers have full right, power and all necessary and appropriate approval and authorization to execute and perform this Agreement;

(2) the execution or performance of this Agreement shall not violate any significant contract or agreement to which the Borrowers are parties or by which the Borrowers or their assets are bounded;

(3) this Agreement shall constitute the legal and valid obligations of Borrowers, which is enforceable against Borrowers in accordance with its terms upon its execution; and

(4) there are no legal or other proceedings before any court, tribunal or other regulatory authority pending or threatened against Borrowers.

ARTICLE 4. CONFIDENTIALITY

Without prior approval of the parties, any party shall keep confidential the content of the agreement, and shall not disclose to any other person the content of the agreement or make any public disclosure of the content hereof. However, the article does not make any restrictions on (i) any disclosure made in accordance with relevant laws or regulations of any stock exchange market; (ii) any disclosed information which may be obtained through public channels, and is not caused so by the defaulting of the disclosing party; (iii) any disclosure to shareholders, legal consultants, accountants, financial consultants and other professional consultants of any parties; or (iv) disclosure made to one party's potential buyer of shares/assets, other investors, debt or share financing providers, and the receiving party shall make proper confidentiality undertakings (in the event that the transfer party is not Lender, the approval from Lender shall be obtained as well).

ARTICLE 5. GOVERNING LAW AND LIABILITY FOR BREACH

5.1 The execution, validity, interpretation, performance, implementation, termination and settlement of disputes of this Agreement shall be governed by the laws of People's Republic of China.

5.2 Any violation of any provision hereof, incomplete performance of any obligation provided hereunder, any misrepresentation made hereunder, material concealment or omission of any material fact or failure to perform any covenants provided hereunder by any Party shall constitute an event of default. The defaulting Party shall assume all the legal liabilities pursuant to the applicable laws.

ARTICLE 6. SETTLEMENT OF DISPUTES

6.1 Any dispute arising from the performance of this Agreement shall be first subject to the Parties' friendly consultations. If such consultation fails, such dispute can be submitted to arbitration.

6.2 The arbitration shall be administered by the Beijing branch of China International Economic and Trade Arbitration Commission in accordance with the then effective arbitration rules of the Commission in Beijing.

6.3 The arbitration award shall be final and binding on the Parties. The costs of the arbitration (including but not limited to arbitration fee and attorney fee) shall be borne by the losing party, unless the arbitration award stipulates otherwise.

ARTICLE 7.MISCELLANEOUS

7.1 This Agreement shall take effect after the execution of the Parties.

7.2 Upon the effectiveness of the agreement, the parties shall fully perform the agreement. Any modifications of the agreement shall only be effective in written form, through consultations of the parties.

7.3 This Agreement is executed in three (3) counterparts. Each Party shall each hold one counterpart.

(The reminder of this page is intentionally left blank.)

[Execution page only]

LENDER:

Fortune Software (Beijing) Co., Ltd.

Seal:

Authorized Representative:

BORROWER A: Zhenfei Fan

(Signature)

BORROWER B: Xun Zhao

(Signature)

Exhibit 4.44

[Translated from the original Chinese version]

FRAMWORK AGREEMENT ON EXERCISING PURCHASE OPTION

among

Party A: Zhenfei Fan

Party B: Xun Zhao

and

Party C: Zhengyan Wu

and

Shanghai Chongzhi Co., Ltd.

Fortune Software (Beijing) Co., Ltd.

January 8, 2010

BEIJING, CHINA

The framework agreement is entered into as of the date of January 8, 2010 in Beijing, People's Republic of China (the "PRC") by and among the following parties:

Party A: Zhenfei Fan

ID No.: 370282197711186915

Party B: Xun Zhao

ID No.: 430502197212241538

Party C: Zhengyan Wu

ID No.: 62042119830109131X

Party D: Shanghai Chongzhi Co., Ltd.

Address: 106#, No.2 Building, No.407, Datong Road, Bao Town, Chongming County, Shanghai, P.R.C.

Party E: Fortune Software (Beijing) Co., Ltd.

Registered address: 626#, Astronautics precise building, No.30, Haidiannan Road, Haidian District, Beijing, PRC.

Whereas:

1.	Party A and Party B are current shareholders of Party D which have made registrations at the Administration of Industry and Commerce authorities, and each holding55% and 45% shares in Party D respectively

2.	Party D is a limited liability company duly organized and validly existing under the laws of the People’s Republic of China, and provide technical support, strategic consultation and other relevant services to Party D

To finance the investment by Party A and Party B in Party D, Party D has entered into Loan Agreements (“Loan Agreement”) with Party A and Party B respectively on June 8, 2008, providing Party A and Party B with loans of RMB 550, 000 and RMB 450 000, respectively. Pursuant to the Loan Agreement, Party A and Party B has invested the full amount of the loans in Party D's registered capital

As the consideration for the loans provided by Party D to Party A and Party B, Party A and Party B entered into a Purchase Option and Cooperation Agreement (“Purchase Option Agreement”) with Party D and Party D on June 8, 2008, granting Party DATAE the exclusive option to purchase all or part of shares/assets in Party D holding by both parties or either party of Party A and Party B at any time, in accordance with China laws

5.	For making securities of the payment obligations of Party D under numerous agreements executed between Party A and Party B, Party A and Party B entered into a Share Pledge Agreement (“Pledge Agreement”) with Party E on June 8, 2008, pledging their respective shares in Party D to Party E

6.	Party E is intended to exercise the purchase option to purchase entire shares in Party D holding by Party A and Party B in accordance with the Purchase Option Agreement, and designates Party C as the subject to exercise the aforesaid purchase option

Therefore, in accordance with the principle of sincere cooperation, mutual benefit and joint development, through friendly negotiation, the Parties hereby enter into the following agreements:

1.	Exercise of the Purchase Option

1.1

Party E hereby authorizes Party C in accordance with the purchase option granted to Party C under Article 2.1 of the Purchase Option Agreement, and Party C agrees to accept the aforesaid authorization, on behalf of Party E, to purchase entire shares in Party D holding by Party A and Party B in accordance with the conditions stipulated in the Purchase Option Agreement.

1.2

In accordance with Article 3 under the Purchase Option Agreement, the purchase price of entire shares in Party D holding by Party A and Party B, purchased by Party C in accordance with Party E’s authorization, shall be the sum of the loan principal lent by Party E to Party A and Party B, which is equivalent to RMB ***. (“Purchase Price”).

2.	Share Transfer

2.1

Party A and Party B shall enter into a Share Transfer Agreement (“Share Transfer Agreement”) with Party C, in accordance with the content and form of Appendix II hereto, within thirty (30) days after receiving exercise notice from Party E (“Appendix I”), in accordance with Article 2.3 of the Purchase Option Agreement, and other documents required to make change registrations at industrial and commerce authorities

3.	Loan Arrangements

3.1

The purchase price of entire shares in Party D holding by Party A and Party B, purchased by Party C shall be contributed in full amount by Party E. However, Party C shall enter into a loan agreement with Party E to the satisfaction of Party E, in accordance with the content and form of Appendix III hereto.

3.2

Party C agree and irrevocably instruct Party E to pay the aforesaid loan provided to Party C, which used to purchase Party A and Party B’s shares, directly to Party A and Party B, in accordance with the conditions and terms stated in the frame agreement.

3.3

Party A and Party B agree to contribute their entire income obtained from selling the shares in Party D in accordance with the agreement, to perform its repayment obligations to Party E under the Loan Agreement. The Loan Agreement among Party A, Party B and Party E will be terminated when Party A and Party B pay off all the loans in accordance with Article 4.2 hereof.

4.	Payment and Obligation Set-off

4.1

In accordance with article 3.2 hereof, the parties agree the purchase price shall be paid by Party E to Party A and Party B directly, at the day of share change registration procedures at industrial and commerce authorities are completed, concerning entire shares in Party D holding by Party A and Party B, purchased by Party C (“Registration Day”). Whereas Party A and Party B shall pay off all the loans when Party E exercises the purchase option, in accordance with article 3.1 of Loan Agreement, Party E agree the aforesaid payment made by Party E to Party A and Party B will then be set off by the loan principal which shall be paid by Party E to Party A and Party B under the Loan Agreement. As the aforesaid set-off is completed, Party C are not required to make any other payments to Party A and Party B for the purpose of paying for the purchase price, and Party A and Party B are not required to make any other payments to Party E for the purpose of repaying the loan.

4.2

Notwithstanding the foregoing agreement, when the set-off is completed, Party A shall issue a receipt to Party C for all purchase price it received (“Party A’s Receipt”, as Appendix IV hereto), Party B shall issue a receipt to Party D for all purchase price it received (“Party B’s Receipt”, as Appendix IV hereto), and shall expressly acknowledge Party C’s payment obligation under the Share Transfer Agreement has been carried out. Party E shall issue immediately a receipt to Party A and Party B for entire loan principal it received (“Party E’s receipt”, as Appendix V hereto) after Party A and Party B have issued the aforesaid Party A’s receipt and Party B’s receipt, shall expressly acknowledge Party A and Party B’s payment obligation under the Loan Agreement has been carried out, and the Loan Agreement entered into by and among Party A, Party B and Party E will be terminated upon the date of this Agreement.

5.	Change of Purchase Option Agreement

5.1

The parties agree that, as one prerequisite to Party E’s contribution of purchase price to Party C, Party C shall enter into a new purchase option and cooperation agreement with Party D and Party E, in accordance with the content and form stipulated in Appendix VI hereto, at the date of the execution of the Share Transfer Agreement.

5.2

Except as otherwise stated or agreed by the parties, all obligations of Party A and Party B under the original Purchase Option Agreement and Proxy on the voting rights issued to Party E will be terminated at the registration day.

6.	Change of Pledge Agreement

6.1

The parties agree that, as one prerequisite to Party E’s contribution of purchase price to Party C, Party C shall enter into a new pledge agreement with Party E, in accordance with the content and form stipulated in Appendix VII hereto, at the date of the execution of the Share Transfer Agreement.

6.2

The parties agree that, the Pledge Agreement entered into by Party C, Party D and Party E will be terminated upon the date of this Agreement.

6.3

The original Pledge Agreement will be terminated at the Registration Day. Except as otherwise stated or agreed by the parties, all obligations of Party A and Party B under the original Pledge Agreement will be terminated at the Registration Day.

7.	Confidentiality

Without prior approval of the parties, any party shall keep confidential the content of the agreement, and shall not disclose to any other person the content of the agreement or make any public disclosure of the content hereof. However, the article does not make any restrictions on (i) any disclosure made in accordance with relevant laws or regulations of any stock exchange market; (ii) any disclosed information which may be obtained through public channels, and is not caused so by the defaulting of the disclosing party; (iii) any disclosure to shareholders, legal consultants, accountants, financial consultants and other professional consultants of any parties; or (iv) disclosure made to one party’s potential buyer of shares/assets, other investors, debt or share financing providers, and the receiving party shall make proper confidentiality undertakings (in the event that the transfer party is not Party E, the approval from Party E shall be obtained as well).

8.	Notification

8.1

8.2

9.	Dispute Resolution

9.1

9.2

10.	Supplementary Provisions

10.1

10.2

The headings of articles herein are provided for the purpose of index. Such headings shall in no event be used or affected interpretations of the terms herein.

10.3

10.4

10.5

10.6

Matters not covered in the agreement shall be dealt with in a supplementary agreement, and annexed hereto. The supplementary agreement shall have the same legal force as the agreement

10.7

The agreement is executed in six original copies, which are equally authentic. Each party hereto shall hold one copy.

10.8

The agreement shall be effective upon execution.

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[Signature page, no body text]

The Frame Agreement is executed by the following parties ：

Party A: Zhenfei Fan

(signature):/s/

Party B: Xun Zhao

(signature):/s/

Party C: Zhengyan Wu

(signature): /s/

Party D: Shanghai Chongzhi Co., Ltd.

(signature): /s/

Party E: Fortune Software (Beijing) Co., Ltd.

Seal: /s/

Authorized Representative (signature):

Appendix I Option Exercise Notice

Option Exercise Notice

To: Zhenfei Fan

Address: 9/F., Tower C, Corporate Square, No.35 Financial Street, Xicheng District, Beijing

Date: January 8, 2010

As per the Purchase Option and Copeoration Agreement entered into on June 8, 2008 among us and others, we hereby designate Mr. Zhengyan Wu (ID Number: 62042119830109131X ) to acquire all of the equity interests of Shanghai Chongzhi Co., Ltd. which accounting for 55% equity interests owned by you. Please carry out all necessary procedures to complete the transfer of shares within [30] days of this Notice.

Yours truly,

____________________

Fortune Software (Beijing) Co., Ltd.

(Seal)

Appendix II Share Transfer Agreement

Share Transfer Agreement

This Share Transfer Agreement is entered into by the following Parties on January 8, 2010:

Transferor A: Zhenfei Fan

Address: 9/F., Tower C, Corporate Square, No.35 Financial Street, Xicheng District, Beijing

ID No.: 370282197711186915

Transferee B: Zhengyan Wu

Address: 9/F., Tower C, Corporate Square, No.35 Financial Street, Xicheng District, Beijing

ID No.: 62042119830109131X

WHEREAS:

1.	Beijing CFO Premium Technology Co., Ltd. (the "Company") is a limited liability company duly organized and validly existing under the laws of China, and its registered capital is RMB 1, 000, 000.

2.	Transferor A and Xun Zhao are shareholders of the Company, Transferor A holds 55% of equity interests of the Company, Xun Zhao holds XX% of equity interests of the Company, and contributed their full investment in accordance with laws.

3.	Transferor A intends to sell to Transferee B, and the Transferee B intends to purchase from the Transferor A, all equity interests of the Company owned by the Transferor A, representing 55% of the total share capital of the Company.

THEREFORE , after friendly consultations conducted in accordance with the principles of equality, the Transferors and the Transferees hereby agree as follows:

1.	Subject Matter of Transfer

1.1

Subject to the terms and conditions of this Agreement, Transferor A agrees to transfer and Transferee B agrees to acquire the equity interests representing the Transferor A’s equity interests of the registered capital (RMB 550, 000 ， accounting for 55% of the total registered capital of the Company) that is contributed to the Company in full and all rights and interests attached to such equity interests.

2.	Consideration and Payment

2.1	Consideration

2.1.1

Transferee B shall make payment of RMB 550,000 (“Consideration”) to Transferor A’s designated account as consideration for Transferor A’s transfer of the Shareholders’ Equity Interests to Transferee B in accordance with this Agreement.

2.2	The date of payment: the Transferees shall make payment of the Consideration to the Transferors within 30 days as of the effective date of this Agreement.

Closing

3.1

For the purpose of this Agreement, the closing date in this Agreement means the completion date of changing the registration of equity interests of the Company (“Closing Date”). From the Closing Date, rights and obligation hereunder enjoyed and performed by the Transferors within the scope of the transferred equity intetests shall be enjoyed and borne by the Transferees.

3.2	The Parties shall take all necessary action to assist the Transferees and the Company in handling all necessary procedures for the transfer of equity interests until the Closing Date.

3.3	All procedure fees and taxes incurred from the transfer of equity interests shall be borne by the Parties separately in accordance with laws.

4.	Representations and Warranties

4.1	The Transferors hereby make unconditional and irrevocable representations and warranties as follows:

4.1.1

The Transferors are legal and actual owners of the shareholders’ equity interests which are free from lien, pledge, claim, or the securities or third party’s rights, and are not subject to any binding of priority right (including without limitation the right of first refusal and right of first purchase). The transferee will not be claimed by any third party after acquiring such shareholders’ equity interests.

4.1.2

The Company is duly incorporated and validly existing in accordance with laws of the People’s Republic of China. The transfer of equity interests hereunder will not contravene any provision of the articles of association of the Company

4.1.3

The execution of this Agreement and closing of the transaction hereunder shall not lead to the Transferors’ breach, cancellation or termination of any agreement they have executed, or breach any agreement, undertaking or other formal documents

4.1.4

The representations and warranties made by the Transferors herein and statement relevant to the transfer as of the date of this Agreement are true, accurate, complete, and without any concealment or misleading content.

4.2	The Transferees hereby make unconditional and irrevocable representations and warranties as follows:

4.2.1

4.2.2

The representations and warranties made by the Transferees herein and statement relevant to the transfer as of the date of this Agreement are true, accurate, complete, and without any concealment or misleading content.

Notices

Any notice, request, demand and other communications required or otherwise made under this Agreement shall be in writing. Notices hereunder shall be sent to the other party’s address and/or number, by ways of personal delivery, prepaid registered airmail, acknowledged carrier or fax. Such notices shall be deemed to have been effectively given on the following dates: (1) notices delivered by person shall be deemed to have been effectively served on the date of personal delivery; (2) notices sent by prepaid registered airmail shall be deemed to have been effectively served on the seventh day after the day they were delivered for mailing (as indicated by the postmark); (3) notices sent by courier service shall be deemed to have been effectively served on the third day after they were delivered to an acknowledged courier; (4) notices sent by facsimile shall be deemed to have been effectively served on the first working day after being transmitted.

6.	Liability for Breach

After the date of this Agreement, in the event that any party breaches or fails to perform obligation hereunder shall take default liabilities and all economic losses of the other party incurred therefrom.

7.	Governing Law

7.1	The conclusion, effectiveness, interpretation, performance of the agreement and the settlement of disputes in connection therewith, shall be governed by laws of the People’s Republic of China.

7.2

In the event that some articles of this Agreement are deemed as invalid or unenforceable, and such articles will not affect validity of the other articles, the other articles shall remain valid; meanwhile, the Parties shall adjust the invalid or unenforceable articles in accordance with the current laws and regulations to valid articles and to comply with principles and spirits of this Agreement as much as possible.

8.	Effectiveness and Dispute Resolution

8.1	This Agreement shall become effective as of the execution date.

8.2

8.3

9.	Miscellaneous

9.1	The failure or delay of any party hereof to exercise any right hereunder shall not be deemed as a waiver thereof, nor any single or partial exercise of any right preclude further exercise thereof in future by the party.

9.2	The headings of articles herein are provided for the purpose of index. Such headings shall in no event be used or affected interpretations of the terms herein.

9.3

9.4	This Agreement shall be binding for each party’s legal successors.

9.5	Matters not covered in the Agreement shall be determined through negotiation by the Parties. The supplementary agreement shall be made in writing and be effective upon signature of the Parties.

9.6	The Agreement is executed in six original copies. Each party hereto shall hold one copy. The remaining two copies are for the relevant legal procedures. Each copy is equally authentic.

(The reminder of this page is intentionally left blank.)

(Execution Page)

IN WITNESS WHEREOF, the Parties hereto have signed this Agreement as of the date first written above.

Transferor A: Zhenfei Fan

(signature)

Transferee B :Zhengyan Wu

(signature)

Exhibit III: Loan Agreement and Receipts for the Loan

LOAN AGREEMENT

The Loan Agreement (the "Agreement") is entered into as of January 8, 2010 among the following parties in Beijing, the People's Republic of China (the "PRC"):

PARTY A: FORTUNE SOFTWARE (BEIJING) CO., LTD. (“LENDER”)

Address: 9/F., Tower C, Corporate Square, No.35 Financial Street, Xicheng District, Beijing

Legal representative: New Nominee Shareholder C

PARTY B: Zhengyan Wu (“BORROWER”)

Address: 9/F., Tower C, Corporate Square, No.35 Financial Street, Xicheng District, Beijing

ID No.: 62042119830109131X

PARTY C: Xun Zhao(“BORROWER”)

Address: 9/F., Tower C, Corporate Square, No.35 Financial Street, Xicheng District, Beijing

ID No.: 430502197212241538

Party A, Party B and Party C will each be referred to as a "Party" and collectively referred to as the "Parties."

WHEREAS,

1. The Lender is a wholly foreign owned enterprise duly organized and validly existing under the laws of the PRC.

2. The Borrowers desire to acquire 100% equity interest in Shanghai Chongzhi Co., Ltd. in the PRC ("Company"). The Borrowers desire to borrow loans from the Lender to acquire 100% equity interest in the Company, and the Lender agrees to provide such loans to Borrowers.

1.	AMOUNT AND PURPOSE

1.1

Loan Amount: the Lender agrees to provide a loan with the amount of RMB 550, 000 from its self-owned fund to Party B and provide a loan with the amount of RMB 450, 000 from its self-owned fund to Party C.

1.2

Purpose of the Loan: the Borrowers shall only use the Loan hereunder to acquire 100% equity interest in the Company as registered capital. Without the prior written consent of the Lender, the Borrowers shall not use such Loan for any other purpose, or pledge their equity interests in the New Company to any other third party.

2.	PAYMENT FOR THE LOAN

2.1

Payment Notice: the Lender shall deposit the loan amount to the following accounts designated by the Borrowers within ten days after the execution of this Agreement.

3.	TERM, REPAYMENT AND INTEREST OF THE LOAN

3.1

(1) The Borrowers decease or become a person without legal capacity or with limited legal capacity;

(2) The Borrowers commit a crime or are involved in a criminal act; or

(3) The Lender or its designated assignee can legally purchase the Borrowers' shares in the New Company under the PRC law and the Lender chooses to do so.

3.2

3.3

3.4

In the event when the Borrowers transfer their interest in the New Company to the Lender or a third party transferee designated by Lender, (i) if the total of (1) the actual transfer price paid by Lender or the third party Transferee Bnd (2) the dividends obtained from the New Company by the Lender (if applicable) equals or is less than the principal amount of the Loan, the Loan shall be deemed as interest free; (ii) if the total of (1) the actual transfer price paid by Lender or the third party Transferee Bnd (2) the dividends obtained from the New Company by the Lender (if applicable) is higher than the principal amount of the Loan, the amount exceeding the principal amount of the Loan shall be deemed as an interest accrued on the Loan and paid by Borrowers to Lender in full.

4.	CONFIDENTIALITY

5.	DISPUTE RESOLUTION

5.1

The execution, validity, interpretation, performance, implementation, termination and settlement of disputes of this Agreement shall be governed by the laws of the PRC

5.2

6.	EFFECTIVENESS

6.1

AMENDMENT

7.1

8.	MISCELLANEOUS

8.1

The headings of articles herein are provided for the purpose of reference. Such headings shall in no event be used or affected interpretations of the terms herein.

8.2

8.3

Any provision of this Agreement that is invalid or unenforceable shall not affect the validity and enforceability of any other provisions hereof.

8.4

The agreement is executed in three original copies with same legal effect. Each party hereto shall hold one copy.

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date and year first hereinabove set forth.

Party A:

FORTUNE SOFTWARE (BEIJING) CO., LTD

-------------------------

Seal

Authorized Representative:

Party B:Zhengyan Wu

-------------------------

(signature)

PARTY C: Xun Zhao

-------------------------

(signature)

RECEIPT

Date: January 8, 2010

According to the Loan Agreement entered into between Fortune Software (Beijing) Co., Ltd. and I on January 8, 2010, I have received all of the loan. The obligation of payment of Fortune Software (Beijing) Co., Ltd. under the Loan Agreement has been fully fulfilled.

Zhengyan Wu (signature):

ID No.: 62042119830109131X

RECEIPT

Date: January 8, 2010

Xun Zhao (signature)

ID No.: 430502197212241538

Exhibit IV: Receipts for all of the prices for the transferred shares from Party A

Receipt

To: Zhengyan Wu

Date: January 8, 2010

According to the Share Transfer Agreement entered into among Xun Zhao, Zhengyan Wu, and I on DATE, I have received all of the prices for the transferred shares. The obligation of payment of New Nominee Shareholder D under the Loan Agreement has been fully fulfilled.

____________________

Zhenfei Fan (Signture)

ID No.: 370282197711186915

Exhibit V: Receipts for Loans from Party D

Receipt

Date: January 8, 2010

According to the Loan Agreement entered into among Zhenfei Fan, Xun Zhao and Fortune Software (Beijing) Co., Ltd. (“Our Company”) on June 8, 2008, Our Company has been repaid all amount of the loan, and the Loan Agreement is hereby terminated. The obligation of payment of Former Nominee Shareholder A and Former Nominee Shareholder B under the Loan Agreement has been fully fulfilled.

_____________________

Fortune Software (Beijing) Co., Ltd. (Seal)

Exhibit 4.45

[Translated from the original Chinese version]

PURCHASE OPTION AND COOPERATION AGREEMENT

among

Party A Fortune Software (Beijing) Co., Ltd.

Party B Zhengyan Wu

Party C Xun Zhao

and

Party D Fortune Software (Beijing) Co., Ltd.

Date January 8, 2010

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 January 8, 2010 by and among:

Party A: Fortune Software (Beijing) Co., Ltd.

Registered address: 626#, Astronautics precise building, No.30, Haidiannan Road, Haidian District, Beijing, PRC.

Party B: Zhengyan Wu

ID No.: 62042119830109131X

Party C: Xun Zhao

ID No.: 430502197212241538

Party D: Shanghai Chongzhi Co., Ltd.

Address: 106#, No.2 Building, No.407, Datong Road, Bao Town, Chongming County, Shanghai, P.R.C.

WHEREAS,

(1) Party A, a company with limited liability duly organized and validly existing in P.R.China, provides certain technical support, strategic consulting and other services to Party D, and currently is a major business partner of Party D;

(2) To finance the investment by Party B and Party C in Party D, Party A has entered into loan agreements (hereafter the "Loan Agreements") respectively with Party B and Party C on January 8, 2010, providing Party B and Party C with loans of RMB 550, 000 and RMB 450, 000, respectively. Pursuant to the Loan Agreements, Party B and Party C have invested the full amount of the loans in Party D's registered capital, and hold 55% and 45% of the equity interest in Party D, respectively;

(3) For securing the payment obligation of Party D to Party A under the several agreements, Party B and Party C entered into a Share Pledge Agreement with Party A on January 8, 2010 (" Share Pledge Agreement") by which they pledge their holding shares in Party D to Party A, and

(4) The Parties hereto wish to grant Party A the exclusive purchase option to acquire, at any time upon satisfaction of the requirements under the PRC law, the entire or a portion of Party D's share equity/assets owned by Party B and/or Party C by the Loan.

NOW AND THEREFORE, in accordance with the principle of sincere cooperation, mutual benefit and joint development and after friendly negotiations, the Parties hereby enter into the following agreements pursuant to the provisions of relevant laws and regulations of the PRC

ARTICLE 1. DEFINITIONS

The terms used in this Agreement shall have the meanings set forth below:

1.1 "This Agreement" means this Purchase Option and Cooperation Agreement and all appendices thereto, including written instruments as originally executed and as may from time to time be amended or supplemented by the Parties hereto through written agreements;

1.2 "The PRC" means, for the purpose of this Agreement, the People's Republic of China, excluding Hong Kong, Taiwan and Macao

1.3 "Date" means the year, month and day. In this Agreement, "within" or "no later than", when used before a year, month or day, shall always include the relevant year, month or day.

ARTICLE 2. THE GRANT AND EXERCISE OF PURCHASE OPTION

2.1 The Parties hereto agree that Party A shall be granted an exclusive purchase option to acquire, at any time upon satisfaction of the requirements under applicable laws and conditions as agreed in this Agreement (including, without limitation, as under applicable laws, when Party B and/or Party C cease to be Party D's directors or employees, or Party B and/or Party C attempt to transfer their share equity in Party D to any party other than the existing shareholders of Party D), the entire or a portion of Party D's share equity owned by Party B and/or Party C, or the entire or portion of the assets owned by Party D. The purchase option granted hereby shall be irrevocable during the term of this Agreement and may be exercised by Party A or any eligible entity designated by Party A.

2.2 Party A may exercise the aforesaid purchase option by delivering a written notice to any of Party B, Party C and Party D (the "Exercise Notice").

2.3 Within thirty (30) days of the receipt of the Exercise Notice, Party B, Party C or Party D (as the case may be) shall execute a share/asset transfer contract and other documents (collectively, the "Transfer Documents") necessary to effect the respective transfer of share equity or assets with Party A (or any eligible party designated by Party A).

2.4 When applicable laws permit the exercise of the purchase option provided hereunder and Party A elects to exercise such purchase option, Party B, Party C and Party D shall unconditionally assist Party A to obtain all approvals, permits, registrations, filings and other procedures necessary to effect the transfer of relevant share equity or assets.

ARTICLE 3. REPRESENTATIONS AND WARRANTIES

3.1 Each party hereto represents to the other parties that: (1) it has all the necessary rights, powers and authorizations to enter into this Agreement and perform its duties and obligations hereunder; and (2) the execution or performance of this Agreement shall not violate any significant contract or agreement to which it is a party or by which it or its assets are bounded.

3.2 Party B and Party C hereto represent to Party A that: (1) they are both legally registered shareholders of party D and have paid Party D the full amount of their respective portions of Party D's registered capital required under Chinese law; (2) neither Party B nor Party C has created any mortgage, pledge, secured interests or other form of debt liabilities over the Share Equity other than the Pledge created under the Share Pledge Agreement; and (3) neither Party B nor Party C has sold or will sell to any third party its Share Equity in Party D.

3.3 Party D hereto represents to Party A that: (1) it is a limited liability company duly registered and validly existing under the PRC law; and (2) its business operations are in compliance with applicable laws of the PRC in all material respect.

ARTICLE 4. EXERCISE PRICE

When it is permitted by applicable laws, Party A (or any eligible party designated by Party A) shall have the right to acquire, at any time, all of Party D's assets or its share equity owned by Party B and Party C, at a price equal to the sum of the principles of the loans (RMB1, 000, 000) from Party A to Party B and Party C under the Loan Agreements. If Party A (or any eligible party designated by Party A) elects to purchase a portion of Party D's share equity or assets, then the exercise price for such purpose shall be adjusted accordingly based on the percentage of such share equity or assets to be purchased over the total share equity or assets. When Party A (or a qualified entity designated by party A) is to acquire all or a portion of Party D's equity share or assets from Party B and Party C pursuant to this Agreement, Party A has the right to substitute the principle amounts Party B and Party C respectively owe Party A under the Loan Agreements for the purchase prices payable to Party B and Party C, respectively. When acquiring share equity or assets from Party B, Party C, or Party D pursuant to this Agreement, Party A shall pay an actual exercise price based on the exercise price under applicable Chinese laws or requirements of relevant authorities, if the exercise price under applicable laws or requirements of relevant authorities is higher than the exercise price under this Agreement.

ARTICLE 5. COVENANTS

The Parties further agree as follows:

5.1 Before Party A (or any eligible party designated by Party A) has acquired all the equity/assets of Party D by exercising the purchase option provided hereunder, Party D shall not:

5.1.1 sell, assign, mortgage or otherwise dispose of, or create any encumbrance on, any of its assets, operations or any legal or beneficiary interests with respect to its revenues (unless such sale, assignment, mortgage, disposal or encumbrance is relating to its daily operation or has been disclosed to and agreed by Party A in writing);

5.1.2 enter into any transaction which may materially affect its assets, liability, operation, equity or other legal rights (unless such transaction is relating to its daily operation or has been disclosed to and agreed by Party A in writing); and

5.1.3 distribute any dividend to its shareholders in any manner.

5.2 Before Party A (or any eligible party designated by Party A) has acquired all the equity/assets of Party D by exercising the purchase option provided hereunder, Party B and/or Party C shall not individually or collectively:

5.2.1 supplement, alter or amend the articles of association of Party D in any manner to the extent that such supplement, alteration or amendment may have a material effect on Party D's assets, liability, operation, equity or other legal rights (except for pro rata increase of registered capital mandated by applicable laws);

5.2.2 cause Party D enter into any transaction to the extent such transaction may have a material effect on Party D's assets, liability, operation, equity or other legal rights (unless such transaction is relating to Party D's daily operation or has been disclosed to and agreed by Party A in writing); and

5.2.3 cause Party D's board of directors adopt any resolution on distributing dividends to its shareholders.

5.3 After the execution of this Agreement, Party B and Party C (the "Principals") shall each execute and deliver a proxy to the agents (the "Agents") to the satisfaction of Party A to grant the Agents all voting rights as shareholders of Party D, including without limitations the right to appoint and elect Party D's directors, general manager and other senior officers in Party D's shareholders meetings. The initial term of such proxies shall be twenty (20) years, and the initial term shall be renewed automatically upon expiry of the proxies unless Party A notifies the Principals in writing thirty (30) days prior to the expiry date to terminate the proxies. Such proxies shall be based on the conditions that the Agents are Chinese citizens employed by Party A and shall be subject to Party A's consent. Once the Agents cease to be employed by Party A or Party A delivers a written notice to the Principals requesting the proxies to be terminated, the Principals shall revoke the relevant proxy immediately and grant the same rights as provided in the proxies to other PRC citizens employed and designed by Party A. The Agents have agreed to act with due care and diligence in exercising their rights under the proxies and indemnify and keep the Principals harmless from any loss or damages caused by any action in connection with exercise of their rights under the proxies (unless any loss or damage is caused by the Principals' own intentional or material negligent actions).

5.4 Party B and Party C shall, to the extent permitted by applicable laws, cause Party D's operational term to be extended to equal the operational term of Party A.

5.5 Party A shall provide or arrange other parties to provide financings to Party D to the extent Party D needs such financing to finance its operation. In the event that Party D is unable to repay such financing due to its losses, Party A shall waive or cause the relevant parties to waive all recourse against Party D with respect to such financing.

5.6 To the extent Party B and/or Party C are subject to any legal or economic liabilities to any institution or individual other than Party A as a result of performing their obligations under this Agreement or any other agreements between them and Party A, Party A shall provide all support necessary to enable Party B and/or Party C to duly perform their obligations under this Agreement and any other agreements and to hold Party B and/or Party C harmless against any loss or damage caused by their performance of obligations under such agreements.

ARTICLE 6. CONFIDENTIALITY

Each Party shall keep confidential all the content of this Agreement. Without the prior consent of all Parties, no Party shall disclose any content of this Agreement to any other party or make any public announcements with respect to any content of this Agreement. Notwithstanding the forgoing provisions of this Article 6, the following disclosure shall be permitted: (i) disclosure made pursuant to any applicable laws or any rules of any stock exchange; (ii) disclosure of information which has become public information other than due to any breach by the disclosing party; (iii) disclosure to any Party's shareholders, legal counsel, accountants, financial advisors or other professional advisors, or (iv) disclosure to any potential purchasers of a Party or its shareholders' equity/assets, its other investors, debts or equity financing providers, provided that the receiving party of confidential information has agreed to keep the relevant information confidential (such disclosure shall be subject to the consent of Party A in the event that Party A is not the potential purchaser).

ARTICLE 7. APPLICABLE LAW AND EVENTS OF DEFAULT

The execution, effectiveness, interpretation, performance and dispute resolution of this Agreement shall be governed by the laws of the PRC.

Any violation of any provision hereof, incomplete performance of any obligation provided hereunder, any misrepresentation made hereunder, material concealment or omission of any material fact or failure to perform any covenants provided hereunder by any Party shall constitute an event of default. The defaulting Party shall assume all the legal liabilities pursuant to the applicable laws.

ARTICLE 8. DISPUTE RESOLUTION

8.1 Any dispute arising from the performance of this Agreement shall be first subject to the Parties' friendly consultations. In the event any dispute cannot be solved by friendly consultations, the relevant dispute shall be submitted for arbitration;

8.2 The arbitration shall be administered by the Beijing branch of China International Economic and Trade Arbitration Commission in accordance with the then effective arbitration rules of the Commission.

8.3 The arbitration award shall be final and binding on the Parties. The costs of the arbitration (including but not limited to arbitration fee and attorney fee) shall be borne by the losing party, unless the arbitration award stipulates otherwise.

ARTICLE 9. EFFECTIVENESS

This Agreement shall be effective upon the execution hereof by all Parties hereto and shall remain effective thereafter.

This Agreement may not be terminated without the unanimous consent of all the Parties except Party A may, by giving a thirty (30) days prior notice to the other Parties hereto, terminate this Agreement.

ARTICLE 10. AMENDMENT

All Parties hereto shall fulfill their respective obligations hereunder. No amendment to this Agreement shall be effective unless such amendment has been made in writing, agreed by all of the Parties and Party A and Party D have obtained necessary authorization and approvals with respect to such amendment.

ARTICLE 11. COUNTERPARTS

This Agreement is executed in four (4) counterparts. Party A, Party B, Party C and Party D shall each hold one counterpart.

ARTICLE 12. MISCELLANEOUS

12.1 Party B and Party C's obligations, covenants and liabilities to Party A hereunder are joint and several, and Party B and Party C shall assume joint and several liabilities with respect to such obligations, covenants and liabilities. With respect to Party A, a default by Party B shall automatically constitute a default by Party C, and vice versa.

12.2 The title and headings contained in this Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any provision of this Agreement.

12.3 The Parties may enter into supplementary agreements to address any issue not covered by this Agreement. The supplementary agreements so entered shall be an appendix hereto and shall have the same legal effect as this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[Execution page only]

Party A: Fortune Software (Beijing) Co., Ltd.

(Seal)

Authorized Representative (Signature):

Party B: Zhengyan Wu

(Signature):

Party C: Xun Zhao

(Signature):

Party D: Shanghai Chongzhi Co., Ltd.

(Seal)

Authorized Representative (Signature):

Exhibit 4.46

[Translated from the original Chinese version]

SHARE PLEDGE AGREEMENT

This Share Pledge Agreement (this "Agreement") is executed by and among the following parties on January 8, 2010.

Pledgor A: Zhengyan Wu

ID No.: 62042119830109131X

Pledgor B: Xun Zhao

ID No.: 430502197212241538

Pledgee: Fortune Software (Beijing) Co., Ltd.

Registered address: 626#, Astronautics precise building, No.30, Haidiannan Road, Haidian District, Beijing, PRC.

Unless otherwise provided hereunder, Pledgor A and Pledgor B shall hereinafter be referred to collectively as the "Pledgors".

WHEREAS:

1.	Zhengfei Fan, Pledgor A, and Xun Z hao, Pledgor B, are both citizens of the People's Republic of China (the "PRC"), and hold 55% and 45% of the equity interest in Shanghai Chongzhi Co., Ltd. ("Target Company"), respectively. Target Company is a company registered in P.R.China.