China Finance Online Co. LTD (Form: 20-F, Received: 04/27/2016 17:05:20)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

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

OR

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

		For the fiscal year ended December 31, 2015

OR

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

OR

o		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)

17th Floor of Fuzhuo Plaza A,
No. 28 Xuanwai Street, Xicheng District,
Beijing, China 100052
(Address of principal executive offices)

Jun Wang, Chief Financial Officer

Telephone: + (86 10) 83363003

Email: ir@jrj.com

Facsimile: + (86 10) 83363188

17th Floor of Fuzhuo Plaza A,

No. 28 Xuanwai Street, Xicheng District,

Beijing, China 100052

(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*
_______________________________________________________
(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: 118,098,018 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 ☐ Item 18 ☐

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).

☐ Yes

þ No

CHINA FINANCE ONLINE CO. LIMITED

TABLE OF CONTENTS

INTRODUCTION	5
FORWARD-LOOKING INFORMATION	5
PART I	7
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	7
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	7
ITEM 3. KEY INFORMATION	7
ITEM 4. INFORMATION ON THE COMPANY	40
ITEM 4A. UNRESOLVED STAFF COMMENTS	60
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	61
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	81
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	91
ITEM 8. FINANCIAL INFORMATION	91
ITEM 9. THE OFFER AND LISTING	93
ITEM 10. ADDITIONAL INFORMATION	94
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	101
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	102
PART II	105
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	105
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	105
ITEM 15. CONTROLS AND PROCEDURES	105
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	106
ITEM 16B. CODE OF ETHICS	106
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	107
ITEM 16D. EXEMPTION FROM THE LISTING STANDARD FOR AUDIT COMMITTEES	107
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	107
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	107
ITEM 16G. CORPORATE GOVERNANCE	108
ITEM 16H. MINE SAFETY DISCLOSURE	108
PART III	108
ITEM 17. FINANCIAL STATEMENTS	108

ITEM 18. FINANCIAL STATEMENTS	108
ITEM 19. EXHIBITS	108
SIGNATURE	121

INTRODUCTION

Except where the context otherwise requires and for purposes of this annual report only:

•	“ we”, “ us”, “our Company”, “the Company”, “our”, refer to China Finance Online Co. Limited, or CFO Hong Kong and its subsidiaries, and, in the context of describing our operations include consolidated affiliates in China, Hong Kong or British Virgin Islands;

•	“ shares” and “ordinary shares” refer to our ordinary shares, “preferred shares” refers to our preferred shares, all of which were converted into our ordinary shares upon the completion of our initial public offering on October 20, 2004. “ADSs” refers to our American depositary shares, each of which represents five ordinary shares, and “ADRs” refers to the American depositary receipts which evidence our ADSs;

•	“ China” or “PRC” refers to the People’s Republic of China, and solely for the purpose of this annual report, excluding Taiwan, Hong Kong and Macau;

•	“ Hong Kong” or “H.K.” refers to the Hong Kong Special Administrative Region of the People’s Republic of China;

•	“ U.S. GAAP” refers to generally accepted accounting principles in the United States; and

•	all references to “Renminbi”, “RMB” or “yuan” are to the legal currency of China, all references to “U.S. dollars”, “dollars”, “$” or “US$” are to the legal currency of the United States and all references to “Hong Kong dollars” or “HK$” are to the legal currency of Hong Kong. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding.

We and certain selling shareholders of our company completed the initial public offering of 6,200,000 American depositary shares, each representing five of our ordinary shares, on October 20, 2004. On October 15, 2004, we listed our ADSs on the NASDAQ Global Market (known as the Nasdaq National Market prior to July 1, 2006), or NASDAQ, under the symbol “ JRJC ” . Effective from January 3, 2011, our ADSs were elevated to trade on the NASDAQ Global Select Market.

FORWARD-LOOKING INFORMATION

This annual report on Form 20-F contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about us and our industry. All statements other than statements of historical fact in this annual report are forward-looking statements. These forward-looking statements can be identified by words or phrases such as “ may ” , “ will ” , “ expect ” , “ anticipate ” , “ estimate ” , “ intend ” , “ plan ” , “ believe ” , “ is /are likely to ” or other and similar expressions. The forward-looking statements included in this annual report relate to, among others:

•	our goals and new strategies, including how we effect our goals and new strategies;

•	our future business developments, business prospects, financial condition and results of operations;

•	our future pricing strategies or policies;

•	our plans to expand our service offerings and upgrade our business strategies;

•	our plans to use acquisitions and investments as part of our corporate strategy;

•	our strategic transformation initiative;

•	cost-cutting initiatives and their effect on efficiency and operational performance;

•	competition in the PRC financial data and information services industry, securities investment advisory, wealth management and financial services industry;

•	the market prospect of the online financial data and information services market;

•	the market prospect of the securities investment advisory and wealth management services markets;

•	the market prospect and competition in other business areas that we have expanded or ventured into, including without limitation, futures contracts brokerage business and commodities brokerage business;

•	performance of China ’s securities markets, Hong Kong’s securities markets and global financial markets;

•	global macroeconomic uncertainties;

•	wavering investor confidence that could impact our business;

•	our ability to retain key personnel and attract new talents;

•	possible non-cash goodwill, intangible assets and investment impairment may adversely affect our net income;

•	PRC and Hong Kong governmental policies relating to taxes and how they will impact our business;

•	PRC governmental policies relating to the Internet and Internet content providers;

•	PRC governmental policies relating to securities investment advisory companies to provide advisory services on securities and related products;

•	PRC governmental policies relating to wealth management services and our commodities brokerage business;

•	PRC governmental policies relating to the distribution of content, especially the distribution of financial content over the Internet; and

•	PRC governmental policies relating to mobile value-added services.

These forward-looking statements involve various risks, assumptions and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, we cannot assure investors that our expectations will turn out to be correct. Our actual results could be materially different from and worse than our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in Item 3.D of this annual report, “ Key Information — Risk factors ” and elsewhere in this annual report.

The failure of these markets to grow at the projected rates may have a material adverse effect on our business and the market price of our ADSs. In addition, the relatively new and rapidly changing nature of the online financial data and information services industry, securities investment advisory, wealth management and financial services industry subjects any projections or estimates relating to the growth prospects or future condition of our markets to significant uncertainties. Furthermore, if any one or more of the assumptions underlying the market data turn out to be incorrect, actual results may differ from the projections based on these assumptions.

The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. You should not place undue reliance on these forward-looking statements and you should read these statements in conjunction with the risk factors disclosed in Item 3.D of this annual report, “ Key Information — Risk factors ”. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3. KEY INFORMATION

A. Selected financial data.

The selected historical consolidated financial statement of operations data for the years ended December 31, 2013, 2014 and 2015 and the selected historical consolidated balance sheet data as of December 31, 2014 and 2015 set forth below are derived from our audited historical consolidated financial statements included elsewhere in this annual report. The selected historical consolidated statement of operations data for the years ended December 31, 2011 and 2012 and the selected historical consolidated balance sheet data as of December 31, 2011, 2012 and 2013 set forth below are derived from our audited historical consolidated financial statements, which are not included in this annual report. This data may not be indicative of our future condition or results of operations and should be read in conjunction with “Operating and Financial Review and Prospects” and the consolidated financial statements and accompanying notes.

	For the year ended December 31,
(in thousands of U.S. dollars, except per share or per ADS data)	2011			2012			2013			2014			2015
Consolidated statement of operations and comprehensive income (loss) data:
Net revenues	$	53,008		$	29,599		$	52,738		$	83,696		$	107,405
Cost of revenues		(8,771	)		(8,089	)		(10,570	)		(20,353	)		(19,739	)
Gross profit		44,237			21,510			42,168			63,343			87,666
Operating expenses:
General and administrative		(11,228	)		(11,387	)		(15,210	)		(17,592	)		(17,994	)
Product development		(13,314	)		(10,736	)		(9,033	)		(11,148	)		(10,739	)
Sales and marketing		(21,337	)		(13,072	)		(30,588	)		(43,761	)		(46,474	)
Loss from impairment of intangible assets		(4,078	)		-			-			(1,802	)		(250	)
Loss from impairment of goodwill		(13,463	)		-			-			(8,150	)		-
Total operating expenses		(63,420	)		(35,195	)		(54,831	)		(82,453	)		(75,457	)
Government subsidies		265			76			11			659			252
Income (loss) from operations		(18,918	)		(13,609	)		(12,652	)		(18,451	)		12,461
Interest income		2,745			3,178			1,341			4,044			2,648
Interest expense		(248	)		(518	)		(197	)		(12	)		(1	)
Exchange gain (loss), net		1,350			72			557			(112	)		(766	)
Gain on the interest sold and retained noncontrolling investments		-			-			-			-			10,000
Gain from sale of cost method investment		-			-			-			4,338			4,648
Gain (loss) from equity method investment		-			-			2,774			-			(67	)
Short-term investments income		1,032			435			132			58			216
Other income (expense), net		(7	)		(634	)		(29	)		18			(937	)
Loss from impairment of cost method investment		(1,480	)		-			-			-			-
Income (loss) before income tax expense		(15,526	)		(11,076	)		(8,074	)		(10,117	)		28,202
Income tax expense		(3,938	)		(884	)		(100	)		(514	)		(1,384	)
Net income (loss)		(19,464	)		(11,960	)		(8,174	)		(10,631	)		26,818
Less: net income (loss) attributable to the noncontrolling interests		(137	)		(105	)		399			(3,463	)		4,335
Net income (loss) attributable to China Finance Online Co. Limited	$	(19,327	)	$	(11,855	)	$	(8,573	)	$	(7,168	)	$	22,483
Net income (loss) per share attributable to China Finance Online Co. Limited
-basic	$	(0.18	)	$	(0.11	)	$	(0.08	)	$	(0.07	)	$	0.20
-diluted	$	(0.18	)	$	(0.11	)	$	(0.08	)	$	(0.07	)	$	0.18
Net income (loss) per ADS equivalent attributable to China Finance Online Co. Limited
-basic (1)	$	(0.89	)	$	(0.54	)	$	(0.39	)	$	(0.33	)	$	1.01
-diluted (1)	$	(0.89	)	$	(0.54	)	$	(0.39	)	$	(0.33	)	$	0.90

(in thousands of U.S. dollars)	As of December 31,
	2011		2012		2013		2014		2015
Consolidated balance sheet data:
Cash and cash equivalents	$	64,641	$	40,906	$	36,371	$	32,539	$	85,734
Current working capital (2)		90,098		70,360		56,677		55,771		76,976
Total assets		159,977		121,371		133,493		113,903		144,065
Short-term loan		19,171		13,546		-		-		-
Deferred revenue, current		17,287		7,551		6, 150		4,936		6,659
Total current liabilities		61,903		36,331		39,203		36,443		43,759
Deferred revenue, non-current		7,237		3,155		1,986		1,373		692
Total China Finance Online Co. limited shareholders’ equity		90,941		79,965		75,771		64,615		88,038

(1)

Each ADS represents five ordinary shares.

(2)

Current working capital is the difference between total current assets and total current liabilities.

Exchange Rate Information

We have published our financial statements in U.S. dollars. Our business is primarily conducted in China and is denominated in Renminbi. Periodic reports will be made to shareholders and will be expressed in U.S. dollars using the then-current exchange rates. The conversion of Renminbi into U.S. dollars in this annual report is based on the official base exchange rate published by the People ’ s Bank of China. Unless otherwise noted, all translations from Renminbi to U.S. dollars in this annual report were made at $1.00 to RMB 6.4936, which was the prevailing exchange rate on December 31, 2015. The prevailing exchange rate on April 15, 2016 was $1.00 to RMB 6.4908. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all. The PRC government imposes controls over its foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchange and through restrictions on foreign trade.

The People ’ s Bank of China sets and publishes a daily base exchange rate. Until July 21, 2005, the People ’ s Bank of China set this rate with reference primarily to the supply and demand of Renminbi against the U.S. dollar in the market during the prior day. Beginning on July 21, 2005, the People ’ s Bank of China has set this rate with reference primarily to the supply and demand of Renminbi against a basket of currencies in the market during the prior day. The People ’ s Bank of China also takes into account other factors such as the general conditions existing in the international foreign exchange markets. Although governmental policies were introduced in the PRC in 1996 to reduce restrictions on the convertibility of Renminbi into foreign currency for current account items, conversion of Renminbi into foreign exchange for capital items, such as foreign direct investment, loans or security, requires the approval of the State Administration for Foreign Exchange and other relevant authorities.

The following table sets forth various information concerning exchange rates between the Renminbi and the U.S. dollar for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this annual report or will use in the preparation of our periodic reports or any other information to be provided to you.

	Average(1)		High		Low		Period-end
	(RMB per U.S.$1.00)

December 31, 2011		6.4445		6.6349		6.3009		6.3009
December 31, 2012		6.3085		6.3495		6.2670		6.2855
December 31, 2013		6.1896		6.2898		6.0969		6.0969
December 31, 2014		6.1453		6.1710		6.0930		6.1190
December 31, 2015		6.2401		6.4936		6.1079		6.4936
Most recent six months:
October 2015		6.3486		6.3614		6.3231		6.3495
November 2015		6.3666		6.3962		6.3154		6.3962
December 2015		6.4476		6.4936		6.3851		6.4936
January 2016		6.5527		6.5646		6.5032		6.5516
February 2016		6.5311		6.5539		6.5118		6.5452
March 2016		6.5064		6.5490		6.4612		6.4612
April 2016 (through 15th)		6.4710		6.4908		6.4585		6.4908

(1)

Annual averages are calculated using the average of month-end rates of the relevant year. Monthly averages are calculated using the average of the daily rates during the relevant period.

B. Capitalization and indebtedness.

Not Applicable.

C. Reasons for the offer and use of proceeds.

Not Applicable.

D. Risk factors.

Risks relating to our business

Any prolonged or substantial slowdown in the global or Chinese economy could adversely affect Chinese investors ’ interests and engagement in the securities market, which may in turn have a significantly negative impact on our business.

Our business can be adversely affected by the general macroeconomic environment. Global economic, securities market and financial developments all could significantly influence the overall interests and engagement of Chinese investors in the stock market. China macro-economic growth has also slowed down due to various factors, including concerns over China ’ s economic transformation and the bleak corporate earnings prospects and deteriorating global economic conditions. Any prolonged or substantial slowdown in the global or Chinese economy could adversely affect Chinese investors ’ interests and engagement in the securities market, which may in turn have a significant negative impact on our business.

Increasing challenges in China ’ s securities markets, economic conditions, inflation, regulatory policies, interests rates, the availability of hedging instruments and other factors that could affect investors ’ interests in investing in China ’ s securities markets could have an adverse effect on our business.

We believe that the level of investors’ interest in investing in China ’ s securities market could significantly influence the demand for market intelligence on China ’ s securities markets and our products and services. Such demand could be affected by the level of trading activities in China ’ s securities markets. However, irregular activities involving China ’ s securities markets, including, without limitation, insider trading, large-scale selling shares by executive officers of newly listed companies, over issuance of IPOs and inadequate legal protections of individual investors, have become increasingly intense in recent years and resulted in market weakness and decreased investor confidence in China ’ s securities markets. Any factors that lead to weakness or intensified volatility in China ’ s securities markets in the future may diminish investors ’ interest in China ’ s securities markets, and our business could be adversely affected accordingly.

The China Securities Regulatory Commission, or the CSRC, officially approved the trial margin trading and short selling rules at Shanghai and Shenzhen Stock Exchanges in late 2011, which indicates that margin trading and short selling have become the regular trading activities within China ’ s securities market. On July 1, 2015, CSRC announced regulations that capped the volume of brokerages’ margin trading businesses as part of an effort to minimize the risks associated with highly leveraged stock market. And in the wake of the stock market’s dramatic fall in early July 2015, CSRC took another step to curb volatility, launching investigations into “malicious short selling” in the equity futures market. Both the Shanghai and Shenzhen stock exchanges published new rules on their websites in early August 2015 barring investors from borrowing and repaying stocks on the same day. In November 2015, the Shanghai and Shenzhen stock exchanges further announced rule changes that would double the required base ratio for margin financing as the government looks to reduce excessive leverage. Despite the measures by the government, it is possible that these hedging instruments, among other things, could cause increased volatility in China ’ s securities market, which, in turn, may have a negative impact on Chinese investors ’ participation in the securities market, and materially and adversely affect our business.

Downturns, disruptions and volatility in Hong Kong securities markets and global financial markets, and increasing challenges in the business, economic and market conditions that could affect investors ’ investments in Hong Kong securities markets and global financial markets could have a material and adverse impact on our business in the future.

We provide a diversified portfolio of brokerage and information service to our clients in connection with their investment in Hong Kong securities market and global financial markets through our subsidiaries in Hong Kong. Lower trading volumes and price levels of securities transactions in Hong Kong securities market may affect investors ’ participation in Hong Kong ’ s securities markets and have a material and adverse impact on our business in the future.

Historically, securities trading volume and price level in Hong Kong have fluctuated considerably. After reaching its all-time high on October 30, 2007, the Hang Seng Index (HSI) lost approximately 65.18% of its value from October 30, 2007 through October 27, 2008. In 2015, the HSI had a decrease of 7.2% for the year, down from 23,605.04 points on December 31, 2014 to 21,914.4 on December 31, 2015.

On November 17, 2014, the Shanghai-Hong Kong Stock Connect was formally launched granting investors mutual access to the stock market in Shanghai and Hong Kong. In 2015, the average daily turnover of Shanghai-Hong Kong Stock Connect was HK$3.4 billion and the average daily turnover of the Hong Kong stock market was HK$105.6 billion, representing an increase of 52% as compared with HK$69.5 billion for the year 2014. Single-day turnover in the Hong Kong securities market reached a record high of HK$291.5 billion on April 9, 2015.

However, we cannot assure you that the securities trading in Hong Kong will continue to improve in the future. Continued significant fluctuations and weak investor confidence in the Hong Kong securities markets may materially and adversely impact our business.

Our securities brokerage, futures trading and securities advising business in Hong Kong operate in a highly regulated industry and compliance failures could materially and adversely affect our business.

iSTAR International Securities Co. Limited, or iSTAR Securities, holds a Type 1 license and provides a diversified portfolio brokerage and other related services to our customers who invest in stocks listed on the Hong Kong Stock Exchanges and Clearing Limited, or HKEx. iSTAR International Futures Co. Limited, or iSTAR Futures, holds a Type 2 license and commences futures contract trading business in Hong Kong. iSTAR International Wealth Management Co. Limited, or iSTAR Wealth Management, holds Type 4, Type 5 and Type 9 licenses and engages in securities advising, future contracts advising and asset management activities in Hong Kong. iSTAR International Credit Co. Limited, or iSTAR Credit, holds a Money Lenders License. The securities brokerage, securities advising, futures contracts trading, futures contracts advising, asset management and money lending business and operations in Hong Kong are subject to extensive regulations by HKEx, Hong Kong Securities and Futures Commission (“SFC”), and Hong Kong Police Force, which may increase our cost of doing business and may be a limiting factor on the operations and development of such businesses. The regulation on our businesses in Hong Kong is also an ever-changing area of law and is subject to modification by government, regulatory and judicial actions. As our business has expanded into these areas in Hong Kong, we devote more time to regulatory matters. Failure to comply with any of the laws, rules, regulations, codes or guidelines applicable to our businesses in Hong Kong could lead to adverse consequences including, without limitation, investigations, fines, law suits and other penalties from regulatory agencies, which could materially and adversely affect our operation of such businesses.

The peer-to-peer lending industry in China is largely unregulated. The introduction of future regulations could adversely affect our business operations.

Although few regulations exist regarding the peer-to-peer (“P2P”) lending industry in China, it is widely expected that new regulations specific to the industry will be introduced in the near future. On December 28, 2015, the China Banking Regulatory Commission (the “CBRC”) revealed proposed rules on the regulation of online P2P lending platform seeking public comment. The proposed rules require platforms to publicly disclose aggregate loan information and performance. All P2P lenders will need to register with local financial authorities to improve transparency. The announcement is also designed to compel online lenders to act as information intermediaries only and not as “credit intermediaries”. Lenders will not be allowed to leverage outside funding. Our online financial platform, Yinglibao, could be adversely affected by the promulgation of new laws and regulations when we have to spend substantial resources to satisfy new requirements (such as new approvals, licenses, authorizations, certificates filings and/or permits) specific to P2P lending companies, or when we are not able to satisfy those requirements at all.

We have incurred significant net losses in the past, and we may not be able to achieve or subsequently maintain profitability.

Although the net income attributable to the Company was $22.5 million in 2015, we incurred net losses attributable to the Company of $8.6 million and $7.2 million in 2013 and 2014, respectively. Our ability to achieve and/or sustain profitability depends on a lot of factors, many of which are beyond our control, such as the continuous development of securities market in China and Hong Kong, as well as the online financial investment services industry. We may incur losses in the near future due to our continued investments in technology, research and development and our sales and marketing initiatives. Changes in macroeconomics and regulatory environment or competitive dynamics and our inability to respond to these changes in a timely and effectively manner may also impact our profitability.

We may not be able to successfully continue to innovate, improve and provide products and services to attract and retain paying subscribers and registered users, which could have a material and adverse impact on our business in the future.

In order to attract and retain users and compete against our competitors, we must continue to invest significant resources in research and development to enhance our Internet technology, improve our existing products and services and introduce additional high-quality products and services. If we are unable to anticipate user preferences or industry changes, or if we are unable to modify our products and services on a timely basis, or if we introduce a new feature or a new research tool that is not favorably received, we may lose users. Our operating results may also suffer if our innovations do not respond to the needs of our users, are not appropriately timed with market opportunities or are not effectively brought to market. Furthermore, our research tools or features may contain errors, including without limitation, programming errors, which are not discovered by our internal testing or are discovered after the services are introduced. Our business operation and our reputation shall be damaged by those errors, and we may need to significantly modify the design of these research tools or features to correct these errors, which could result in significant cost and expense. As Internet technology and products continue to develop, our competitors may be able to offer services and products including news, data, analytics and brokerage-related services through web portals, desktop solutions and mobile handsets that are, or that are perceived to be, substantially similar to or better than those generated by our services. This may force us to expend significant resources in order to remain competitive.

Our transition to a new business model and our recently started venture into new business areas may not be successful. We cannot guarantee that each of these businesses will be profitable, which may materially and adversely affect our performance.

Beginning in April 2012, while we continue to offer basic versions of paid individual subscription services to individual investors through our flagship portal sites and accumulated paid subscribers with basic software and information services, we no longer accept new paid subscribers or renewals for our premium individual subscription services. We implemented a strategic transition of our core businesses shifting from providing premium subscription services to individual investors to developing Internet-based financial services, including securities, commodities, wealth management products and investment advisory services. Beginning in 2013, as part of our transition to a new business model, we also started providing commodities brokerage services. In 2014, the Company launched “Securities Master” (“Zhengquantong”), a fully integrated securities-trading platform and “Investment Masters” (“iTougu”), an investment advisory service platform. In 2015, we launched the updated version 2.0 and version 3.0 of iTougu for iOS and android.

While securities investment advisory, wealth management and commodities brokerage businesses have attractive market potential in China, such businesses are relatively new and the related business models are unproven. Our limited experience in new business areas that we may venture into also gives rise to higher unpredictability to our success in these new business areas. We face a variety of risks and uncertainties during the transition and exploration of new business opportunities, many of which will be new and unexpected. In particular, volatility in commodities trading prices may affect investors ’ investment interest and sentiments towards commodities, which may adversely affect our revenues and our results of operations. In addition, for our commodities brokerage business, we receive commissions calculated on the basis of our customers ’ trading volumes. As a result, if our customers are reluctant to trade, our revenues would be adversely affected. We are also acting as one of the market makers on the commodities exchanges. We commit to accept all the trade executions by offering to buy or sell trading products from/to our clients. As counterparty to our clients, we may earn trading gains or incur trading losses, depending on market conditions. As a result, we may not be able to accurately forecast our revenues from our commodities brokerage business and financial performance in general, which in turn may contribute to the volatility of our overall operating results.

As we make the transition into taking up commodities brokerage services as our new principal businesses, our subscription revenue has started to drop. We are uncertain when, if ever, revenues from our new areas of business will compensate for this revenue loss. If we are unable to successfully and smoothly transition into the new principal businesses and implement our growth strategies, or, if we fail to generate profit in business areas other than our principal businesses in a timely and cost-effective manner, loss of profits may occur and our overall business and financial results may suffer.

Our new Internet-based financial platforms “Yinglibao”, “Securities Master” and “Investment Masters” may not be successful as they may face intensive competition and/or future regulatory hurdles.

In August 2013, the Company launched “ Yinglibao ” , which is now a mobile-based financial platform that integrates wealth management solutions and mutual fund distribution. For users who maintain Yinglibao balances, their balances would be used to subscribe for the money market fund managed by third-party mutual fund management companies. In addition, we also provide innovative investment process through Yinglibao. Yinglibao users have the option of purchasing mutual fund and other wealth management products directly through their accounts.

In 2014, the Company launched new platforms, namely “Securities Master” and “Investment Masters”. “Securities Master” has been designed as a fully integrated securities-trading platform for retail investors with a highly-intuitive user interface via computers, smartphones, tablets and over time smart TVs. “Investment Masters”, i.e. iTougu, our web-based mobile investment advisory service platform, facilitates securities investment advisors to communicate with their clients and followers directly in real-time and for 24 hours, allowing a large number of Chinese individual investors to obtain advice and recommended portfolios from thousands of investment advisors that was inaccessible previously.

Yinglibao, Securities Master and Investment Masters may be subject to future additional Chinese laws and regulations relating to banking, securities and wealth management businesses. In the event that any of those platforms becomes restricted or even prohibited by Chinese laws, our customers ’ financial activities may be affected and there may be a material adverse impact on our business operations.

Competitors with larger customer base and greater market visibility, such as Alibaba Group Holding Limited ( “ Alibaba ” ), Tencent Holdings Limited ( “ Tencent ” ) and Baidu, Inc. ( “ Baidu ” ), also launched their respective Internet-based financial platform which provides financial services similar to that of Yinglibao. In the future, banks and fund management companies may also enter this market and offer similar services to customers. Because of such expected influx of new market entrants, competition in this industry may become more intense. Many of our competitors, especially Alibaba, Tencent and Baidu, have greater financial and marketing resources than we do. Securities Master and Investment Masters also face intense competitions. Several financial websites in China have also launched similar services. In addition, securities brokers in China have also begun to develop their own Internet-based financial service platforms. Thus, we may not be able to compete effectively or provide compelling service alternatives to potential customers. Our financial results may suffer as a result.

While we continue to innovate and develop Yinglibao, Securities Master and Investment Masters, we expect improvements to their technical and operational stability to gradually take place over time. If program errors, such as “ bugs ” and other undetected errors become issues of any of these platforms, there may be a negative impact on our reputation and the level of our customer satisfaction will decrease.

Uncertain legal regulation in our new areas of business may adversely impact our business.

Laws and regulations governing the securities investment advisory and wealth management services industries in China, are developing and are subject to further changes. As a result, substantial uncertainties exist regarding the evolution of the regulatory system and the interpretation and implementation of current and any future Chinese laws and regulations applicable to such industries. In recent years, China has tightened regulations on commodities transactions in the spot market. The Ministry of Commerce, the People ’ s Bank of China and the CSRC jointly issued Interim Provisions on Commodities Transactions in the Spot Market, effective from January 1, 2014 ( “ Circular 3 ” ). New requirements imposed by Circular 3 and the uncertainties in subsequent implementations and administration of such requirements by related agencies may negatively impact our businesses and business performance.

Our commodities brokerage business is subject to regulation by the local government presiding over the city where an exchange is situated. Each local government implements applicable rules promulgated by the Ministry of Commerce separately, resulting in substantial uncertainties for our commodities brokerage business. As the regulatory environment surrounding commodities brokerage business continues to evolve, we may devote more time and resources to regulatory matters, which may increase our cost of doing business and may be a limiting factor on the operations and development of such business.

We cannot guarantee you that we will be able to obtain or maintain our existing licenses and permits, renew any of them when their current terms expire, or obtain additional licenses requisite for our strategic transition and venture into new areas of business. Any changes in the regulatory landscape may materially and adversely affect our business.

We face significant competition in the securities investment advisory and wealth management services industry as we transition into the new principal businesses, and our operations and financial condition may suffer if we fail to compete effectively.

As a new market entrant competing in the highly competitive and fragmented securities investment advisory and wealth management services industries in China, we may not be able to compete effectively or provide a compelling service alternative for potential customers. Securities investment advisory and wealth management services industries in China are at their early stages of development and are highly fragmented and competitive, but they provide vast opportunities, and thus we expect competition to persist and could even intensify in the future. We face competition from independent firms providing wealth management services, securities advisory and investment corporations providing securities investment advisory services, brokerage firms providing securities investment advisory services and domestic commercial banks with in-house sales force and private banking functions, among others. Many of our competitors, especially brokerage firms and commercial banks, have greater financial and marketing resources than we do. Many brokerage firms, trust companies and commercial banks we compete with enjoy significant competitive advantages due to their nationwide distribution network, longer operational history, broader client base, and settlement capabilities. Moreover, many of the securities investment advisory and wealth management services and product providers, such as brokerage firms, commercial banks and trust companies, are also engaged in, or may in the future, engage in the distribution of wealth management products and they may benefit from the integration of wealth management products with their other services and product offerings, which may provide them competitive advantage in this market.

For our commodities brokerage business, we face competitions from early market entrants such as local commodities exchanges which could own a large number of membership units and have more experience than us in this business. As a result, we may not be able to compete effectively or provide a compelling service alternative for potential customers.

Cash arrangements with brokers for the procurement of our overseas futures contract trading business expose us to third-party risk, which could in turn have a material adverse effect on our financial condition, reputation, client relationships, operations and prospects.

With respect to iSTAR Futures ’ future contracts trading business, as we currently do not hold membership at overseas futures exchanges, such as the London Metal Exchange or the CME Group, we rely on third party brokers who are members of these exchanges to hold our customers ’ funds and execute our customers ’ trades. This business arrangement with third party brokers involves various risks, primarily, third party credit risks and default risks. In the event that one or more of these brokers become insolvent or bankrupt, we and our clients may have difficulty recovering money deposited with such broker. Although we enforce and implement strict risk management policies and procedures, such policies and procedures may not be fully effective in mitigating our clients ’ risk exposure to third party insolvency or bankruptcy. If we fail to identify any material financial weakness of any of those brokers who hold our customers ’ funds in a timely manner, and as a result our customers suffer financial loss or other damages resulting from such broker ’ s insolvency or bankruptcy, then accordingly, our financial conditions, reputation, client relationships, operations and prospects will be adversely affected.

We are subject to counterparty risk whereby defaults by parties with whom we do business can have an adverse effect on our business, financial condition and results of operations and cash flows.

iSTAR Securities ’ margin financing business requires a commitment of capital and involves risks of losses due to the potential failure of our customers to perform their obligations under their transactions with us. Our margin policy allows our margin clients to borrow cash from us to buy stocks listed in HKEx in amounts that may be significantly larger than their cash balances. While we closely monitor each customer ’ s exposure, it does not guarantee our ability to eliminate negative customer account balances prior to the occurrence of adverse market changes relative to a customer ’ s position(s). Moreover, we are exposed to debit/deficit risk with our customers. If our customers default on their obligations, we remain financially liable for such obligations, and although these obligations are collateralized, we are subject to market risk in the liquidation of customer collateral to satisfy such obligations since the value of our customers ’ positions are subject to fluctuation as market prices change. In addition, if an adverse market move relative to a customer ’ s position(s) occurs and we are unable to collect the margin loan in a timely manner, the customer account may incur a loss resulting in a debit balance. In light of the current turbulence in the global economy, we face increasing risk of default by our customers and other counterparties. Any default by our counterparties or partners could have a material adverse effect on our business, financial condition and results of operations and cash flows.

If we are unable to hire high quality personnel for the securities investment advisory and wealth management businesses, our new business model will suffer, which may materially and adversely affect our overall business performance.

We are also facing fierce competition hiring competent licensed securities investment advisors. Highly skilled and qualified financial advisors are in high demand throughout wealth management industries in China. The total number of individuals qualified to provide securities investment advisory and wealth management services in China is limited due to the early development stage of the industry. In addition, the rate of wage inflation in most areas of the economy remains persistently high in recent years. There is no assurance that we can recruit and retain enough licensed securities investment advisors and qualified wealth management financial advisors who meet our high quality requirements to support our further growth into the new principal business, or, if we do, that the cost of doing so will permit us to realize reasonable margins. We may incur disproportional compensation, training and other administrative expenses in order to retain such recruits in light of the aggressive hiring competition from other securities investment advisory firms, brokerage firms, commercial banks and trust companies that are better situated financially for recruitment of this kind. These factors may materially and adversely affect our business and our strategy.

We may incur higher operating expenses in connection with the ongoing business transition and expansion into other new business areas.

In transitioning into commodities brokerage business and our internet-based financial services, we are required to incur development, operation and potential acquisition costs in order to keep pace with the new market and technology needs for the industry. In the meantime, we have also ventured into other business areas aside from our principal businesses, which ventures may incur increased administrative costs and other input. As a result, our cost-cutting initiatives to increase efficiency and improve our operational performance may not prove to be effective in the short-term and we may experience losses in connection with our new businesses.

Our business could be materially and adversely affected if the stock exchanges and indexes providers from which we receive data and information fail to deliver us reliable data and price quotes or other trading related information, or if we cannot maintain our current business relationships with our historical data providers on commercially reasonable terms.

We provide real-time stock, bond, mutual fund and financial futures quotes and other trading related information from Shanghai Stock Exchange (SSE) and Shenzhen Stock Exchange (SZSE), and, we also provide delayed trading related information from Hong Kong stock market indexes from Hang Seng Indexes Company Limited (HSI). We primarily rely on contractual arrangements with SSE Infonet Co., Ltd. which is associated with SSE, SZSE, and HSI, pursuant to which we pay fixed service fees in exchange for receiving real-time or delayed price quotes and other trading related information.

We renew our agreements with each of SSE Infonet Co., Ltd., SZSE and HSI on an annual basis, respectively. Under these agreements, each of the three data providers can terminate its respective agreement with us if we materially breach relevant terms, such as delay in payment of, or failure to pay, fees to these providers. However, we cannot assure investors that we will be able to timely renew all of these business arrangements on commercially reasonable terms, or at all, after our current terms expire. In addition, we cannot assure investors that the three securities data providers will not change their current mode of providing stock information to us, change the packages of stock information authorized to us, change their current qualification requirements on the authorized information service provider, or charge us service fees substantially higher than the service fees we are currently paying. If they did so, our business, financial condition and results of operations could be materially and adversely affected. Even if we are able to maintain our current business arrangements for data on commercially reasonable terms, either of these three securities data providers may fail to deliver us reliable price quotes or other trading related information. And it would be difficult for us to obtain reliable price quotes and other trading related information from an alternative source, which could materially and adversely affect our business.

We rely on CFO Genius as the provider of all historical data and information on listed companies, bonds and mutual funds, any disruption to CFO Genius may have a material adverse effect on our business.

We have transferred to and made CFO Genius, which we acquired in September 2006, the primary source of historical data and information on listed companies, bonds and mutual funds. CFO Genius has become our primary provider of historical data and information, thereby mitigating our reliance on third-party backup providers of such historical data and information. Any problems arising in or any disruption to CFO Genius as the primary provider of historical data and information may have a material adverse effect on our business.

Our business would be adversely affected if we do not continue to maintain an effective telemarketing and customer support force or if our customer support staff fails to comply with applicable laws and regulations.

We market our service offerings through our websites, as well as through our telemarketing and customer service centers. In addition to sales and marketing functions, we depend on our customer support force to market our service offerings to our existing and potential customers and to resolve our subscribers ’ technical problems. Many of our telemarketing and customer support personnel have only worked for us for a short period of time and some of them may not have received sufficient training or gained sufficient experience to effectively serve our customers. We may not be able to hire, retain, integrate or motivate additional customer support personnel without any short-term disruptions of our operations. As a result, our business could be adversely affected if we do not continue to maintain an effective customer support force.

The CSRC ’ s Provisional Regulations on Securities Investment Advisory Business ( “ Provisional Regulations ” ), effective from January 1, 2011, has considerably increased requirements on pre-sale disclosures, standardized contract signing and service provisions, and after-sales product return policies in the course of providing securities investment advisory services to customers. The Interim Provisions on Strengthening the Supervision and Control of Engagement in Securities Investment Advisory Business by Utilizing “ Securities Analysis Software ” promulgated by the CSRC and effective on January 1, 2013 ( “ Circular 40 ” ) further provide that securities investment advisory companies shall provide contact information of companies and certain reminders to clients when promoting products or providing services via the Internet, telephone or SMS.

We require our customer support staff to study and comply with these new requirements imposed by the Provisional Regulations and the Circular 40 in their work. However, we cannot assure investors that our customer support staff would fully comply with the Provisional Regulations and the Circular 40. Our business could be subject to severe penalties if the failure of our customer support staff to comply with those requirements is detected by or complained to regulatory authorities.

Our acquisitions and investments may not recognize our strategic goals, and may result in operating difficulties and other harmful consequences that may adversely impact our business and results of operations.

Acquisitions and investments are important elements of our overall corporate strategy and we expect to continue to acquire and invest in companies, products, services and technologies in the future. In the past several years, we acquired certain businesses and intangible assets, including products, services, trademarks, customer relationships, users list and other assets such as CFO Genius, a financial information database provider mainly serving Chinese domestic institutional customers, and iSTAR Securities, a licensed securities brokerage firm incorporated in Hong Kong. We intend to make other strategic investments and acquisitions in the future if suitable opportunities arise. Investments and acquisitions involve uncertainties and risks that may have a material adverse effect on our financial condition and results of operation, including:

•	we may not identify suitable candidates and successfully complete acquisition and investment transactions, and may not be able to manage post-closing issues such as the integration of acquired businesses, products or employees;

•	we may not fully realize all of the anticipated benefits of any acquisition and investment transaction;

•	the pricing and other terms of contracts for acquisition and investment transactions require us to make estimates and assumptions at the time we enter into these contracts, so that we may pay more than it is worth;

•	we may not identify all of the problems during the course of our due diligence, such as factors necessary to estimate our costs accurately, and issues with unlicensed use of intellectual property;

•	any increased or unexpected costs, unanticipated delays or failure to meet contractual obligations, and failure of investments to perform as expected, could make these transactions less profitable or unprofitable;

•	if we fail to successfully complete acquisitions that further our strategic objectives, we may be required to expend resources to develop products and technology internally, and we may be at a competitive disadvantage or we may be adversely affected by negative market perceptions;

•	our ongoing business may be disrupted and our management ’s attention may be diverted by transition or integration issues;

•	we may have legal and tax exposures or lose anticipated tax benefits as a result of unforeseen difficulties in our legal entity integration activities;

•	we may face contingencies related to intellectual property, financial disclosures and accounting practices or internal controls;

•	when goodwill, intangible assets and investments, in connection with potential acquisition and investment transactions become impaired, we may be required to incur additional material charges relating to the impairment of those assets;

•	we may incur additional amortization expense over the useful lives of certain intangible assets acquired in connection with acquisitions;

•	any acquisition and investment transactions may require a significant amount of capital investment, which would decrease the amount of cash available for working capital or capital expenditures;

•	we may issue common stock, potentially creating dilution for existing stockholders to complete acquisition and investment transactions;

•	we may borrow to finance these transactions, the amount and terms of which as well as other factors could affect our liquidity and financial condition, and debt instruments may contain restrictive covenants that could, among other things, restrict us from distributing dividends;

•	we may experience risks relating to the challenges and costs of closing acquisition and investment transactions and the risk that an announced acquisition and investment transaction may not close.

Techniques employed by manipulative short sellers may drive down the trading price of our ADSs.

Short selling is the practice of selling securities that the seller does not own but rather has, supposedly, borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is therefore in the short seller’s best interests for the price of the stock to decline, many short sellers (sometimes known as “disclosed shorts”) publish, or arrange for the publication of, negative opinions regarding the issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a stock short. While traditionally these disclosed shorts were limited in their ability to access mainstream business media or to otherwise create negative market rumors, the rise of the Internet and technological advancements regarding document creation, videotaping and publication by weblog, or blogging, have allowed many disclosed shorts to publicly attack a company’s credibility, strategy and veracity by means of so-called research reports that mimic the type of investment analysis performed by large Wall Street firms and independent research analysts. These short attacks have, in the past, led to selling of shares in the market, on occasion in large scale and broad base. Issuers who have limited trading volumes and are susceptible to higher volatility levels than large-cap stocks, can be particularly vulnerable to such short seller attacks. These short seller publications are not regulated by any governmental, self-regulatory organization or other official authority in the U.S., are not subject to the certification requirements imposed by the Securities and Exchange Commission, or the SEC and, accordingly, the opinions they express may be based on distortions of actual facts or, in some cases, fabrications of facts. In light of the limited risks involved in publishing such information, and the enormous profit that can be made from running just one successful short attack, unless the short sellers become subject to significant penalties, it is more likely than not that disclosed short sellers will continue to issue such reports.

We have been in the past and may in the future be the subject of short seller attacks. While we intend to strongly defend our public filings against any short seller attack, oftentimes we are constrained, either by principles of freedom of speech, applicable state law (often called “Anti-SLAPP statutes”), or issues of commercial confidentiality, in the manner in which we can proceed against the relevant short seller. Investors should also be aware that in light of the relative freedom to operate that such persons enjoy, should we be targeted for such an attack, the trading price of our ADSs will likely suffer from a temporary, or possibly long term, decline should the rumors created not be dismissed by market participants.

We have recorded losses from impairment of goodwill and intangible assets in 2014 and 2015. We may be required to record a significant charge to earnings if we are required to reassess our goodwill or other intangible assets arising from our acquisitions.

In the course of our operating history, we have acquired assets and businesses, which have resulted in the recording of goodwill and/or intangible assets on our financial statements. We are required under U.S. GAAP to test goodwill for impairment at least annually or sooner if we determine there are indicators of impairment and to review our intangible assets for impairment when events or changes in circumstance indicate the carrying value may not be recoverable. Factors that could lead to impairment of goodwill and intangible assets include, but not limited to, significant adverse changes in the business climate (affecting our company as a whole or affecting any particular segment), unfavorable changes in our stock price and market capitalization, and declines in the financial condition of our business.

In the second quarter of 2014, due to the new business redirection to develop our online brokerage service “Securities Master”, the Company is expected to suffer reduced cash flow in our investment advisory services in the short term. In light of this new business redirection, with the assistance of a third party appraiser, the Company wrote-off the goodwill of $8.1 million associated with our investment advisory services and recorded an impairment loss of US$1.8 million for our intangible assets.

In the fourth quarter of 2015, the Company wrote-off the intangible assets of Zhengjin (Fujian) Precious Metal Investment Co., Ltd. (“Zhengjin Fujian”), and recorded an impairment loss of $0.3 million.

If we reassess our goodwill and intangible assets in the next years, or if we acquire new assets and businesses in the future, we may record additional goodwill and/or intangible assets. The possible write-off of the goodwill and/or intangible assets could negatively impact our future earnings and, as a result, the market price of our common stock could decline.

Stricter securities investment advisory, wealth management regulations may materially weaken the investors ’ desire to subscribe or renew subscription for our securities investment advisory and wealth management services.

The Provisional Regulations and the Circular 40 expressly state that the business of providing securities investment advisory or other similar service through software tools or any other terminal equipment ( “ securities analysis software ” ) should be subject to regulation by the CSRC. The Regulations on Securities Investment Funds (2012 Amended), which took effect on June 1, 2013, further require companies providing advisory services for investment in public funds should be registered and filed pursuant to the regulations of the CSRC.

While we have acquired requisite securities investment advisory license, in accordance with the Provisional Regulations and we will continue to devote resources to regulatory compliance, the failure to comply with such regulations could lead to adverse consequences which could materially affect our securities investment advisory business. In order to comply with the Provisional Regulations, we have considerably increased pre-sales disclosure requirements, standardized contract signing and service provisions among others. Through fully disclosing the limitation of making investment decisions based on software tools and advice provided by licensed professionals, we emphasize to clients that they must be able to bear the risks of their own investments. Combined with the continuously sluggish stock market, customers ’ desire to purchase new or renew existing products and services is increasingly and significantly weakened.

Although the Provisional Regulations benefits the healthy development of securities investment advisory business in China in the long run, such negative impact on our business is anticipated to remain in the foreseeable future.

Further, China has tightened regulations on wealth management in recent years. China Banking Regulatory Commission issued a Notice on Regulating Operation of Wealth Management Business in Commercial Banks on March 25, 2013 ( “ Circular 8 ” ), pursuant to which, banks must clearly link wealth-management products with specific assets. Circular 8 also stipulates that banks must disclose who will ultimately use the funds and for what purposes, and that each product must be audited.

None of our group companies is a bank and therefore we are currently not subject to the provisions of Circular 8. However, we cannot assure you that China will not proceed to issue similar laws and regulations on wealth management that may become applicable to companies like us. In the event we become subject to such restrictions and regulation, our wealth management business may be materially and adversely affected

Interruption or failure of our own electronic systems or those of third-party service providers we rely upon could impair our ability to provide our products and services, which could damage our reputation and harm our operating results.

We have limited backup systems and have previously experienced system failures that have disrupted our operations. Any damage to or failure of our systems could interrupt our service. Service interruptions could reduce our revenues and profits and damage our brand and reduce competitiveness if our system is perceived to be unreliable. Our systems are vulnerable to damage or interruption as a result of terrorist attacks, wars, earthquakes, floods, fires, power loss, telecommunications failures, undetected errors or “ bugs ” in our software, computer viruses, interruptions in access to our websites through the use of “ denial of service ” or similar attacks, hacking or other attempts to harm our systems, and similar events. Any security breach caused by hackings, which involve efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses could cause our users to question the safety or reliability of our website and our services and could have a material adverse effect on our business results of operations and financial condition.

If we experience frequent or persistent system failures on our websites and products due to interruptions and failures of third-party service providers we rely upon, including internet content providers and securities data providers, our reputation and brand could be severely harmed. In addition, our users depend on Internet service providers, online service providers and other website operators for access to our website and they may experience outages, delays and other difficulties due to system failures unrelated to our systems. These types of occurrences could cause users to perceive our website as not functioning properly and therefore cause them to use other methods to obtain the financial data and information services they need.

The trading software of iSTAR Securities and iSTAR Futures are provided by third parties. In addition, in 2013, we launched our commodities brokerage business, which operates on trading platforms provided by third party individual trading exchanges. Because our trading software and trading platforms are provided by third parties, we are unable to assure the technical stability and soundness of such trading platforms. If there are technical issues related to these third party systems, such as “ bugs ” or undetected errors, our services may be temporarily halted and our customers may choose to subscribe to our competitors ’ services instead and our overall business and financial results may suffer as result.

If we are unable to adapt or expand our existing technology infrastructure to accommodate greater traffic or additional customer requirements, our business may be harmed.

In the past, our websites and mobile applications regularly serve a large number of daily unique visitors when there are significant business developments, financial news and activities, or stock market trading activities. In addition, the number of visitors has continued to increase over time and we are seeking to further increase our user base. Therefore, our servers must accommodate a high volume of traffic to meet peak user demand and deliver frequently updated information. Our servers have in the past experienced and may in the future experience slower response time or login delays for a variety of reasons. It is essential to our success that our servers are able to accommodate our users in an efficient manner so that our users ’ experience with us is viewed favorably and without frequent delays. Therefore we may be required to upgrade our technology infrastructure to keep up with the increasing traffic on our websites, such as increasing the capacity of our hardware servers and the sophistication of our software. If we fail to adapt our technology infrastructure to accommodate greater traffic or customer requirements, our users and customers may become dissatisfied with our services and switch to our competitors, which could harm our business.

We depend largely on the infrastructure of the telecommunications operators in China, and any interruption of their network infrastructure may result in severe disruptions to our business.

Although private Internet service providers exist in China, substantially all access to the Internet in China is maintained through the telecommunications operators, under the administrative control and regulatory supervision of the Ministry of Industry and Information Technology, or MIIT. In addition, local networks connect to the Internet through a government-owned international gateway. We rely on this infrastructure and to a lesser extent, certain other Internet data centers in China to provide data communications capacity primarily through local telecommunications lines. In the event of a large-scale infrastructure disruption or failure, we may not have access to alternative networks and services, on a timely basis or at all.

We may not be able to lease additional bandwidth from the telecommunications operators in China on acceptable terms, on a timely basis or at all. In addition, we may not have means of getting access to alternative networks and services on a timely basis or at all in the event of any disruption or failure of the network. Consequently, our business, financial condition and results of operations may be adversely affected.

The Internet infrastructure in China, which is not as well developed as in the United States or other more developed countries, may limit our growth.

The Internet infrastructure in China is not as well developed as in the United States or other more developed countries. In particular, we depend significantly on the PRC government and fixed line telecommunications operators in China to establish and maintain a reliable Internet infrastructure to reach a growing base of Internet users in China. We cannot assure investors that the Internet infrastructure in China will support the demands associated with the continued growth of the Internet industry in China. If the necessary infrastructure standards or protocols, or complementary products, services or facilities are not developed in China on a timely basis or at all by these enterprises, our business, financial condition and results of operations could be materially adversely affected.

Concerns about the security and confidentiality of information on the Internet may reduce use of our network and impede our growth.

A significant barrier to confidential communications over the Internet in general has been a public concern over security and privacy, including the transmission of confidential information. To address such concerns, the Standing Committee of the National People ’ s Congress of China issued the Decisions on Strengthening the Protection of Internet Information, effective on December 28, 2012 ( “ Information Protection Decisions ” ), which prescribe detailed measures to protect confidential information transmitted via the Internet and the liabilities for violation of the provisions. If these concerns are not adequately addressed pursuant to the Information Protection Decisions and other relevant regulations, they may inhibit the growth of the Internet and other online services generally. If a well-publicized Internet breach of security were to occur, general Internet usage could decline, which could reduce traffic to our websites and impede our growth.

We may incur significant costs to protect against the threat of security breaches or to alleviate problems caused by these breaches. If unauthorized persons are able to penetrate our network security, they could misappropriate proprietary information, including personal information regarding our subscribers, or cause interruptions in our services. As a result, we may be required to incur substantial costs and divert our other resources to protect against or to alleviate these problems. Security breaches could have a material adverse effect on our reputation, business, financial condition and results of operations.

We may be subject to, and may expend significant resources in defending against claims based on the content and services that we provide through our website and research tools.

Due to the manner in which we obtain, collect, categorize and integrate content for our website, and because our services, including our online bulletin boards and discussion forums, may be used for the distribution of information and expression of opinions, claims may be filed against us for defamation, subversion, negligence, copyright or trademark infringement or other violations due to the nature and content of such information. For example, our bulletin boards and online forums reflect the statements and views of persons we do not control and we cannot be assured that such information is true and correct and is not misleading. These persons may also have conflicts of interest in relation to their statements or views regarding securities or other financial matters. Liability insurance for these types of claims is not currently available in the PRC. While we do not take responsibility for statements or views presented on our website, we may incur significant costs investigating and defending these types of claims even if they do not result in liability. Any such claim may also damage our reputation if our users and subscribers do not view this content as reliable or accurate, which could materially and adversely affect our business.

We have been and may continue to be subject to intellectual property infringement claims, which may force us to incur substantial legal expenses and, if determined adversely against us, may materially disrupt our business.

We cannot be certain that our website content, online services and our research tools do not or will not infringe upon patents, valid copyrights or other intellectual property rights held by third parties. We may become subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business. If we are found to have violated the intellectual property rights of others, we may be enjoined from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives. In addition, we may incur substantial expenses in defending against these third-party infringement claims, regardless of their merit. Successful infringement or licensing claims against us may result in substantial monetary liabilities, which may materially and adversely affect our business.

Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may materially and adversely affect our business.

We regard our copyrights, trademarks, trade secret and other intellectual property as critical to our success. Unauthorized use of the intellectual property used in our business may materially and adversely affect our business and reputation. We rely on trademark and copyright law, trade secret protection and confidentiality agreements with our employees, customers, business partners and others to protect our intellectual property rights. Despite our precautions, it may be possible for third parties to obtain and use our intellectual property without authorization. In particular, the laws and enforcement procedures in the PRC do not protect intellectual property rights to the same extent as do the laws and enforcement procedures in the United States. Moreover, litigation may be necessary in the future to enforce our intellectual property rights. Future litigation could result in substantial costs and diversion of our resources, and could disrupt our business, as well as have a material adverse effect on our financial condition and results of operations.

We depend on our key personnel and our business and growth prospects may be severely disrupted if we lose their services.

Our future success is dependent upon the continued service of our key executives and employees. We rely on their expertise in our business operations. If one or more of our key executives are unable or unwilling to continue in their present positions, or if they join a competitor or form a competing company in violation of their employment agreements, we may not be able to easily replace them.

Furthermore, since our industry is characterized by high demand and intense competition for talent, we may need to offer higher compensation and other benefits in order to attract and retain key personnel in the future. We currently do not maintain key-man life insurance for any of our key personnel. We cannot assure investors that we will be able to retain the services of our executives or key personnel, or attract and retain experienced executives or key personnel that we will need to achieve our business objectives in the future. As a result, our business may be significantly disrupted and our financial condition and results of operations may be adversely affected.

Because there is limited business insurance coverage in China, any business disruption or litigation we experience might result in us incurring substantial costs and the diversion of resources.

The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products and do not, to our knowledge, offer business liability insurance. While business disruption insurance is available to a limited extent in China, we have determined that the risks of disruption, cost of such insurance and the difficulties associated with acquiring such insurance make having such insurance impractical for us.

Our results of operations may fluctuate, which makes our results difficult to predict and you should not rely on our past operating results as an indication of our future performance, because our results of operations are subject to significant fluctuations.

We may experience significant fluctuations in our operating results including but not limited to strategic transformation initiative, cost-cutting initiative and its effect on efficiency and operational performance, potential business consolidation amidst the new regulatory environment, the market prospect of the businesses of securities investment advisory and wealth management, the difficulty in forecasting revenues from our commodities brokerage services business and the transition period to adapt to the new compliance requirements, due to a variety of factors, many of which are outside our control. Significant fluctuations in our operating results could be caused by any of the factors identified in this section, including but not limited to, our ability to retain existing clients, attract new clients at a steady rate and maintain client satisfaction; technical difficulties, system downtime or Internet failures; operators ’ policies; changing customer needs, regulatory environment and market condition; seasonal trends in Internet use; wavering investor confidence that could impact our business; possible non-cash goodwill, intangible assets and investment impairment that may adversely affect our net income; the unpredictability of our strategic transformation and upgrade; general economic conditions and economic conditions specific to the Internet and wireless, financial information and services, securities investment advisory and wealth management, and the China and Hong Kong securities markets. As a result of these and other factors, comparing our results of operations on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our quarterly and annual revenues and costs and expenses as a percentage of our revenues may be significantly different from our historical or projected figures. Our results of operations in the future may fall below expectations.

The effects of war, acts of terrorism, health epidemics, natural disasters or other unforeseen wide-scale events could have a material adverse effect on our operating results and financial condition.

The continued threat of terrorism and associated heightened security measures and military actions in response to acts of terrorism has disrupted commerce and has intensified uncertainties in the U.S. and international economies. Any further acts of terrorism, a future war, a widespread natural disaster, or a health epidemic, such as the influenza H7N9, may disrupt commerce, undermine consumer confidence and lead to a further downturn in China or international economies, which could negatively impact our revenues. Furthermore, an act of terrorism or war, or the threat thereof, or any natural disaster that results in unforeseen interruptions of commerce, could negatively impact our business by interfering with our ability to obtain products from our manufacturers.

Risks relating to our corporate structure

We primarily rely on contractual arrangements with our significant PRC-incorporated affiliates and their shareholders to maintain control over our China operations indirectly. If the affiliates fail to perform their obligations under these contractual arrangements or PRC laws impair the enforceability of these contracts, our business, financial condition and results of operations may be materially and adversely affected.

Because PRC regulations restrict our ability to provide Internet content directly in China, we rely on contractual arrangements, or VIE agreements, with our significant PRC-incorporated affiliates and their shareholders for the operation of our businesses. We have no direct equity ownership interest in these onshore affiliates. These contractual arrangements may not be as effective in providing control over these entities as direct ownership. For example, these entities could fail to take actions required for our business or fail to perform its obligations under these contractual arrangements.

The VIE agreements are governed by PRC law. In the event any of these significant PRC affiliates fails to perform its obligations under these contractual arrangements, we may have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages, which we cannot be sure would be effective. The uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. In the event that we are unable to enforce these contractual arrangements, our business, financial condition and results of operations could be materially and adversely affected.

The VIE agreements we entered into include share pledge agreements. Under the share pledge agreements, each of Zhiwei Zhao, our chief executive officer, and Jun Wang, our chief financial officer, have pledged their equity interest in Beijing Fuhua Innovation Technology Development Co., Ltd., or CFO Fuhua to China Finance Online (Beijing) Co., Ltd, or CFO Beijing. We are in the process of registering the pledges of equity interests by nominee shareholders of some of our consolidated affiliated entities. The nominee shareholders of each of our consolidated affiliated entities have pledged all of their equity interests in the relevant consolidated affiliated entities to our subsidiaries. An equity pledge agreement becomes effective among the parties upon execution, but according to the PRC Property Rights Law, an equity pledge is not perfected as a security property right unless it is registered with the relevant local administration for industry and commerce. There is no assurance that we can have these equity pledges registered successfully. Prior to the completion of the registration, we may not be able to successfully enforce the equity pledge against any third parties who have acquired property right interests in good faith in the equity interests in the relevant consolidated affiliated entity.

If the PRC government finds that the agreements that establish the structure for operating our online financial data and information services and securities investment advisory services no longer comply with PRC government restrictions on foreign investment in the Internet content services industry, we could be subject to severe penalties .

PRC regulations currently limit foreign ownership of companies that provide Internet content services, which include operating financial data and information services through the Internet, to be no more than 50%. Accordingly, foreign and wholly foreign-owned enterprises are currently not able to apply for the required licenses for operating such services in China.

We are a foreign enterprise and each of our significant subsidiaries, CFO Beijing, Fortune Software (Beijing) Co., Ltd., or CFO Software, CFO Genius and Zhengning Information & Technology (Shanghai) Co., Ltd., or CFO Zhengning, accordingly, neither we, nor any of these significant subsidiaries is eligible to apply for licenses to operate our website. In order to comply with foreign ownership restrictions, we operate our website in China through CFO Fuhua and its wholly owned subsidiary Shanghai Meining Computer Software Co., Ltd. (“CFO Meining”), both of which hold the licenses required to be an Internet information content provider under the relevant PRC laws. Zhiwei Zhao and Jun Wang hold 45% and 55% of the equity interests in CFO Fuhua, respectively. We have been dependent on CFO Fuhua and CFO Meining to host our websites, www.jrj.com and www.stockstar.com. We are expected to continue to be dependent on CFO Fuhua to host www.jrj.com following the closing of the sale of 90% of equity stake in CFO Meining. We have entered into VIE agreement with CFO Fuhua, its shareholders to maintain substantial control over CFO Fuhua. There are, however, substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. And VIE agreements have been under increasing scrutiny by the relevant government authorizes in recent years. Accordingly, we cannot assure investors that the PRC regulatory authorities will ultimately take a view that our arrangements with CFO Fuhua comply with PRC law.

Although we believe we comply with current PRC laws and regulations, we cannot assure you that the PRC government would agree that our contractual arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. The PRC government has broad discretion in determining penalties for violations of laws and regulations. If the PRC government determines that we do not comply with applicable law, it could revoke our business and operating licenses, require us to discontinue or restrict our operations, restrict our right to collect revenues, block our websites, require us to restructure our operations, impose additional conditions or requirements with which we may not be able to comply, impose restrictions on our business operations or on our customers, or take other regulatory or enforcement actions against us that could be harmful to our business. Any of these or similar occurrences could significantly disrupt our business operations or restrict us from conducting a substantial portion of our business operations, which could materially and adversely affect our business, financial condition and results of operations. If any of these occurrences results in our inability to direct the activities of any of our consolidated affiliated entities that most significantly impact its economic performance, and/or our failure to receive the economic benefits from any of our consolidated affiliated entities, we may not be able to consolidate the entity in our consolidated financial statements in accordance with U.S. GAAP.

VIE agreements that we have entered into with our PRC affiliates may be subject to scrutiny by the PRC tax authorities and a finding that we or our PRC affiliates owe additional taxes could substantially reduce our consolidated net income.

Under PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. We could face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements among our PRC-incorporated subsidiaries and PRC-incorporated affiliates do not represent an arm ’ s length price and adjust the income of our PRC-incorporated subsidiaries or that of our PRC-incorporated affiliates in the form of transfer pricing adjustments. Transfer pricing adjustments could, among other things, result in a reduction, for PRC tax purposes, of expense deductions recorded by our PRC incorporated subsidiaries or affiliates, which could in turn increase their respective tax liabilities. In addition, the PRC tax authorities may impose late payment fees and other penalties on our PRC-incorporated subsidiaries or affiliates for underpayment of taxes. Our consolidated net income may be materially and adversely affected if our PRC-incorporated subsidiaries or affiliates ’ tax liabilities increase or if they are found to be subject to late payment fees or other penalties.

We rely principally on dividends and other distributions on equity paid by our wholly owned operating subsidiaries to fund any cash and financing requirements we may have.

We are a holding company, and our ability to pay dividends and other cash distributions to our shareholders, repay any debt we may incur and meet our other cash requirements depends solely on our ability to receive dividends and other distributions from our PRC subsidiaries and consolidated affiliated entities to our offshore affiliates and/or other contractual arrangements, more specifically:

(a)	Earnings of our PRC subsidiaries that we directly own and operate inside the PRC are transferred to us by means of dividend payments. The amount of dividends paid to us by our directly owned PRC subsidiaries depends mainly on the service fees paid to them from our consolidated affiliated entities.

(b)	Earnings of our PRC subsidiaries that we indirectly hold through an intermediary Hong Kong or British Virgin Islands company are transferred to us by means of dividend payments via such intermediary company. The transfer of dividend payments from such intermediary company to us is not subject to PRC taxation or other regulatory restrictions.

(c)

Earnings of the VIEs, which we exert control via VIE contracts including without limitation exclusive technology consulting and management service agreement, exclusive purchase right agreement, power of attorney and pledge agreement, are first transferred in full (pre-tax) to our wholly foreign owned enterprise via such contractual arrangements.

However, there are restrictions under PRC laws for the payment of dividends to us by our PRC subsidiaries. For example, if our PRC subsidiaries incur debt on its own behalf, the instruments governing the debt may restrict its ability to make payments or distributions to us. Furthermore, relevant PRC laws and regulations permit payments of dividends by the PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC laws and regulations, the PRC subsidiaries are required to set aside at least 10% of its after-tax profits based on PRC accounting standards each year to fund a statutory reserve. This reserve is not distributable as dividends until the accumulated amount of such reserve has exceeded 50.0% of its registered capital. Consequently, each of our PRC subsidiaries is restricted in its ability to transfer a portion of its net assets to us or any of our other subsidiaries in the form of dividends, loans or advances. In addition, PRC tax authorities may require us to amend the VIE contractual arrangements that would materially and adversely affect the ability to pay dividends and other distributions to us. The foregoing restrictions on the ability of the PRC subsidiaries to pay dividends to us could materially and adversely limit our ability to pay dividends to holders of our ADSs.

Risks relating to doing business in the People ’ s Republic of China

China ’ s economic, political and social conditions, as well as government policies, could affect the financial markets in China and our business.

Substantially all of our assets are located in China and substantially all of our revenues are derived from our operations in China. Accordingly, our business, financial condition, results of operations and prospects are subject, to a significant extent, to economic, political and legal developments in China.

The PRC economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, and control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past 20 years, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us.

The PRC economy has been transitioning from a planned economy to a more market-oriented economy. Although the PRC government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China ’ s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. These actions, as well as future actions and policies of the PRC government, could materially affect the financial markets in China and our business and operations.

The PRC legal system embodies uncertainties which could limit the legal protections available to you and us.

The PRC legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little precedential value. Our significant PRC operating subsidiaries are enterprises incorporated in China and wholly owned by foreign investors and are subject to laws and regulations applicable to foreign investment in China in general and laws and regulations applicable to wholly foreign-owned enterprises in particular. However, these laws, regulations and legal requirements are constantly changing, and their interpretation and enforcement involve uncertainties. These uncertainties could limit the legal protections available to us and other foreign investors, including you. In addition, we cannot predict the effect of future developments in the PRC legal system, particularly with regard to the Internet, securities investment advisory and wealth management, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws.

The PRC government may prevent us from, and we may be subject to liability for, distributing content online that it believes to be inappropriate.

China has enacted laws and regulations governing Internet access and the distribution of news, information or other content, as well as products and services, through the Internet. In the past, the PRC government has stopped the distribution of information through the Internet that it believes violates PRC law. MIIT, the General Administration of Press and Publication, Radio, Film and Television, and the Ministry of Culture have promulgated regulations which prohibit information from being distributed through the Internet if it contains content that is found to, among other things, propagate obscenity, gambling or violence, instigate crimes, undermine public morality or the cultural traditions of the PRC, or compromise state security or secrets.

In addition, MIIT has published regulations that subject website operators to potential liability for content included on their websites and the actions of users and others using their systems, including liability for violations of PRC laws prohibiting the distribution of content deemed to be socially destabilizing. The PRC ’ s Ministry of Public Security has the authority to order any local Internet service provider, or ISP, to block any Internet website maintained outside China at its sole discretion. Periodically, the Ministry of Public Security has stopped the distribution over the Internet of information which it believes to be socially destabilizing. The PRC ’ s State Secrecy Bureau, which is directly responsible for the protection of state secrets of the PRC government, is authorized to block any website it deems to be leaking state secrets or failing to meet the relevant regulations relating to the protection of state secrets in the distribution of online information.

Under applicable PRC regulations, we may be held liable and be subject to penalties for any content we offer or will offer through our website, including information posted on bulletin boards and online forums which we host and maintain on our website. Furthermore, we are required to delete any content we transmit through our website if such content clearly violates PRC laws and regulations. Where any content is considered suspicious, we are required to report such content to PRC governmental authorities.

It may be difficult to determine the type of content that may result in liability for us. If any financial data and information services we offer through our website were deemed to have violated any of such content restrictions, we could be forced to discontinue such services and provision of financial data and be subject to penalties, including confiscation of income, fines, suspension of business and revocation of licenses for operating online financial data and information services, which would materially and adversely affect our business, financial condition and results of operations. Moreover, if any information posted on our bulletin boards or online forums were deemed to have violated any of the content restrictions, we could be subject to similar penalties that materially and adversely affect our business, financial condition and results of operations.

If the current tax benefits we enjoy in PRC were no longer available, our effective tax rates for our PRC operations could increase.

The PRC Enterprise Income Tax Law, or the EIT Law, and its implementation regulations adopted a uniform tax rate of 25% for all enterprises (including domestically owned enterprises and foreign-invested enterprises) and revoked the previous tax exemption, reduction and preferential treatments applicable to foreign-invested enterprises. However, there is a five-year transitional period during which certain enterprises are allowed to continue to enjoy existing preferential tax treatments provided by the then-applicable tax laws and administrative regulations. In 2012, the five-year transitional period has ended for four of our subsidiaries, which has been subject to uniform tax rate of 25% since 2012, materially increasing our tax obligations.

According to the Administrative Measures on the Recognition of “ High and New Technology Enterprises ” , or the Recognition Rules, issued in 2008, the Ministry of Science and Technology, the Ministry of Finance and the State Administration of Taxation shall jointly determine whether an enterprise is qualified as a “ High and New Technology Enterprise ”, or HNTE, under the EIT Law and be entitled to enjoy a preferential enterprise income tax rate of 15%. The qualification is valid for three years from the date of award, and enterprises should submit the application for renewal. CFO Software and CFO Meining have been classified as HNTE and enjoy the preferential tax rate in 2011. And CFO Genius also obtained the HNTE status in 2012. There is no assurance that they will continue to be classified as the HNTE when they are subject to reevaluation in the future. In 2014, CFO Meining obtained renewal of its HNTE status successfully, while CFO Software did not submit its application for renewal. In 2015, CFO Genius also obtained renewal of its HNTE status, which will be valid through November 2018. Following the closing of the sale of 90% of equity interest in CFO Meining, CFO Genius will be the only subsidiary having HNTE status. In the event that the preferential tax treatment for CFO Genius is discontinued, it will become subject to the uniform tax rate of 25%, which materially increase our tax obligations.

In addition, companies that develop their own software and register the software with relevant authorities in China were generally entitled to a value-added tax, or VAT, refund. With respect to revenue generated from the sale of certain online subscriptions, including our service packages, nine of our subsidiaries obtained VAT refunds that reduce their effective VAT rates from 17% to 3% before 2011. The VAT refund policy was reconfirmed pursuant to the Notice on VAT Policy for Software Products, effective January 1, 2011, jointly promulgated by the Ministry of Finance and the State Administration of Taxation on October 13, 2011, or Caishui Circular 100. Although the Notice on VAT Policy for Software Products does not specify policy expiration date, in the event that the VAT refund policy for our subsidiaries is discontinued, our subsidiaries will become subject to the standard tax rate at 17%, which materially increase our tax obligations.

Pursuant to the implementation rules of EIT Law in the Tibet Autonomous Region of China (“Tibet”), companies incorporated and operated in Tibet could enjoy a preferential enterprise income tax rate of 15%. In addition, a further 6% is exempted for the years ended December 31, 2015, 2016 and 2017, which reduces the enterprise income tax rate to 9%. Tibet Fortune Jinyuan Network Technology Co., Ltd. (“CFO Tibet”), an affiliate of the Company was in Tibet and enjoyed a preferential tax rate of 9% in 2015.

Uncertainties in the PRC tax system may lead to penalties, termination of preferential tax treatment or change of tax levy method imposed on us because of a difference in interpretation of the applicable law by the relevant governmental authority. For example, under current tax laws and regulations, the local tax authority approved certain of our entities to file the income tax by adopting the “ deemed-profit method ” . Under the method, the entities filed the income tax by calculating the tax as 2.5% of the gross revenues. However, since there is no clear guidance as to the applicability of certain areas of preferential tax treatment and tax levy position, we may be found to be in violation of the tax laws and regulations based on the interpretation of local tax authorities with regard to taxable income and the applicable tax rates, and therefore might be subject to penalties, including but not limited to monetary penalties, termination of preferential tax treatment or change of tax levy method, or claw-back and late payment interest. Reduction or elimination of the preferential tax treatments we have enjoyed or change of our tax levy method on us or our combined entities in China may significantly increase our income tax expenses and materially reduce our net income, which could have a material adverse effect on our business, prospects, results of operations and financial condition.

In addition, we cannot predict the effect of future tax application and tax developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. The discontinuation of tax application could materially and adversely affect our financial condition. Any significant increase in our income tax expenses may materially and adversely affect our profit.

Enhanced scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future.

In connection with the EIT Law, the Ministry of Finance and the State Administration of Taxation jointly issued, on April 30, 2009, the Notice on Issues Concerning Process of Enterprise Income Tax in Enterprise Restructuring Business, or Circular 59. On December 10, 2009, the State Administration of Taxation issued the Notice on Strengthening the Management on Enterprise Income Tax for Non-resident Enterprises Equity Transfer, or Circular 698. On July 26, 2010, the State Administration of Taxation issued the Bulletin Concerning Promulgation of Administrative Measures on the Enterprise Income Tax Treatment of Enterprise Reorganization, or Bulletin 4. On March 28, 2011, the State Administration of Taxation issued the Bulletin Concerning the Tax Administration of Non-resident Enterprises, or Bulletin 24. Both Circular 59 and Circular 698 became effective retroactively on January 1, 2008. Bulletin 4 became effective retroactively on January 1, 2010. Bulletin 24 took effective since April 1, 2011 and also applies to transactions that have occurred prior to its effectiveness for which the relevant PRC tax matters have not been dealt with. On February 3, 2015, the State Administration of Taxation issued the Announcement on Several Issues Related to Enterprise Income Tax for Indirect Asset Transfer by Non-PRC Resident Enterprises, or Announcement 7, effective from February 3, 2015, which in part supersedes Circular 698 and Bulletin 24. On June 24, 2015, the State Administration of Taxation issued the Bulletin Concerning Certain Issues on the Administration of the Enterprise Income Tax of Enterprise Reorganization, or Bulletin 48, which in part supersedes Bulletin 4.

By promulgating and implementing these circulars, the PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of equity interests in a PRC resident enterprise by a non-resident enterprise. The PRC tax authorities have the discretion under Circular 59, and Circular 698, Bulletin 4, Bulletin 24 and Bulletin 48 to make adjustments to the taxable capital gains based on the difference between the fair value of the equity interests transferred and the cost of investment. The PRC tax authorities may also, under Announcement 7, treat an indict transfer of the equity interests in a PRC resident enterprise by a non-resident enterprise as a direct transfer of PRC taxable assets subject to PRC corporate income tax, if it is established that such transfer is made through an arrangement without a reasonable commercial purpose but to avoid PRC corporate income tax.

If the PRC tax authorities make adjustments under Circular 59, Circular 698, Bulletin 4, Bulletin 24, Bulletin 48 or Announcement 7, our income tax costs associated with such potential acquisitions will be increased. We may also be at risk of being imposed a penalty under the above rules and regulations and may be required to expend valuable resources to comply with or to establish that we (or such foreign investor) should not be taxed under those rules and regulations, which could have a material adverse effect on our financial condition and results of operations.

Dividends we receive from our operating subsidiaries located in the PRC may be subject to PRC withholding tax.

The EIT Law provides that a maximum income tax rate of 20% may be applicable to dividends payable to non-PRC investors that are “ non-resident enterprises ” to the extent such dividends are derived from sources within the PRC, and the State Council has reduced such rate to 10% through the implementation regulations unless any such non-PRC investor ’ s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. We are a Hong Kong incorporated company and substantially all of our income may be derived from dividends we receive from our operating subsidiaries located in the PRC. According to mainland and Hong Kong Special Administrative Region Arrangement on Avoiding Double Taxation or Evasion of Taxation on Income agreed between the Mainland and Hong Kong Special Administrative Region in August 2006, dividends payable by a subsidiary located in the PRC to the company in Hong Kong who directly holds at least 25% of the equity interests in the subsidiary will be subject to a maximum 5% withholding tax under certain conditions. Since the preferential withholding tax is subject to the approval from competent taxation authorities in PRC, it remains uncertain whether our company in Hong Kong actually would be able to enjoy preferential withholding taxes for dividends distributed by our subsidiaries in China. If we are not able to enjoy the preferential withholding taxes and the tax rate may be 10% for dividends distributed by our subsidiaries, it will materially and adversely affect the amount of dividends, if any, we may pay to our shareholders and ADS holders.

We may be deemed a PRC resident enterprise under the EIT Law and be subject to the PRC taxation on our worldwide income.

Under the PRC Enterprise Income Tax Law and its Implementing Rules, an enterprise established outside of the PRC with “ de facto management bodies ” within the PRC is considered a resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its worldwide income. The Implementing Rules define the term “ de facto management bodies ” as “ establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise ”.

On April 22, 2009, the State Administration of Taxation, or the SAT, issued the Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprise on the Basis of De Facto Management Bodies, or SAT Circular 82, which provided certain specific criteria for determining whether the “ de facto management body ” of a Chinese-controlled offshore- incorporated enterprise is located in China. In addition, the SAT issued the Bulletin 45 on July 27, 2011 to provide more guidance on the implementation of the above circular with an effective date to be September 1, 2011. The Bulletin 45 made clarification in the areas of resident status determination, post-determination administration, as well as competent tax authorities. It also specifies that when provided with a copy of PRC tax resident determination certificate from a resident PRC -controlled offshore incorporated enterprise, the payer should not withhold 10% income tax when paying the PRC-sourced dividends, interest or royalties to the PRC-controlled offshore incorporated enterprise.

Although SAT Circular 82 and the Bulletin 45 only apply to offshore enterprises controlled by PRC enterprises, not those controlled by PRC individuals, the determining criteria set forth in SAT Circular 82 and the administration clarification made in Bulletin 45 may reflect the SAT ’ s general position on how the “ de facto management body ” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or individuals. Accordingly, we may be considered a resident enterprise and may therefore be subject to the enterprise income tax at 25% on our worldwide income. If we are considered a resident enterprise and earn income other than dividends from our PRC subsidiary, a 25% enterprise income tax on our worldwide income could significantly increase our tax burden and materially and adversely affect our cash flow and profitability.

Dividends payable by us to our foreign investors and gain on the sale of our ADSs or ordinary shares may become subject to taxes under PRC tax laws.

Under the EIT Law and implementation regulations issued by the State Council, PRC income tax at the rate of 10% is applicable to dividends generated on or after January 1, 2008 payable to investors that are “ non-resident enterprises ” , which do not have an establishment or place of business in the PRC, or which have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends have their sources within the PRC. Similarly, any gain realized on the transfer of ADSs or shares by such investors is also subject to 10% PRC income tax if such gain is regarded as income derived from sources within the PRC. If we are considered a PRC “ resident enterprise ” , it is unclear whether dividends we pay with respect to our ordinary shares or ADSs, or the gain you may realize from the transfer of our ordinary shares or ADSs, would be treated as income derived from sources within the PRC and be subject to PRC tax. If we are required under the EIT Law to withhold PRC income tax on dividends payable to our non-PRC investors that are “ non-resident enterprises ” or if you are required to pay PRC income tax on the transfer of our ordinary shares or ADSs, the value of your investment in our ordinary shares or ADSs may be materially and adversely affected.

Restrictions on currency exchange may limit our ability to utilize our revenues effectively.

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 Administration for Foreign Exchange ( “ 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.

In addition, as further explained in disclosures below, each of our PRC subsidiary and affiliated consolidated entities is required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its general reserves or statutory capital reserve fund until the accumulative amount of such reserve reaches 50% of its respective registered capital. These reserves are not distributable as cash dividends.

Fluctuations in exchange rates could result in foreign currency exchange losses.

Because substantially all of our revenues and expenditures are denominated in Renminbi and the net proceeds from our initial public offering were denominated in U.S. dollars, fluctuations in the exchange rate between U.S. dollars and Renminbi affect the relative purchasing power of these proceeds and our balance sheet and earnings per ADS in U.S. dollars. In addition, we report our financial results in U.S. dollars, and appreciation or depreciation in the value of the Renminbi relative to the U.S. dollar would affect our financial results reported in U.S. dollars without giving effect to any underlying change in our business or results of operations. Fluctuations in the exchange rate will also affect the relative value of any dividend we issue that will be exchanged into U.S. dollars and earnings from and the value of any U.S. dollar-denominated investments we make in the future.

Since July 2005, the Renminbi has no longer been pegged to the U.S. dollar. Although beginning in April, 2012, the Renminbi exchange rate verses the U.S. dollar is restricted to a rise or fall of no more than 1% per day and increased to 2% beginning in March, 2014, and the People ’ s Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the Renminbi may appreciate or depreciate significantly in value against the U.S. dollar in the medium- to long-term. Moreover, it is possible that in the future, PRC authorities may expand the Renminbi exchange rate ’ s floating range, lift restrictions on fluctuations in the Renminbi exchange rate and lessen intervention in the foreign exchange market.

Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our exposure at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency.

The audit report included in this annual report are prepared by auditors who are not inspected by the U.S. Public Company Accounting Oversight Board ( “ PCAOB ” ), as such, our investors currently do not have the benefits of PCAOB oversight.

Our independent registered public accounting firm that issues the audit reports included in our annual reports filed with the U.S. Securities and Exchange Commission, or SEC, as auditors of companies that are traded publicly in the United States and a firm registered with the PCAOB, is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and applicable professional standards. Because our auditors are located in China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities, our auditors are not currently inspected by the PCAOB.

Inspections of other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms ’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. This lack of PCAOB inspections in China prevents the PCAOB from regularly evaluating our auditor ’ s audits and its quality control procedures. As a result, our investors may be deprived of the benefits of PCAOB inspections.

The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our auditor ’ s audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections. Investors may consequently lose confidence in our reported financial information and procedures and the quality of our financial statements.

PRC ’ s new labor law restricts our ability to reduce our workforce in the PRC in the event of an economic downturn and may increase our labor costs.

The PRC Labor Contract Law became and was implemented on January 1, 2008. The Labor Contract Law has reinforced the protection for employees who, under the PRC Labor Contract Law, have the right, among others, to have written labor contracts, to enter into labor contracts with no fixed terms under certain circumstances, to receive overtime wages and to terminate or alter terms in labor contracts. Furthermore, the Labor Contract Law establishes additional restrictions and increases the costs involved with dismissing employees. There remains significant uncertainty as to its interpretation and application by the PRC government and courts. In the event that we decide to significantly reduce our workforce, particularly in the period with sluggish prospect in securities market, the Labor Contract Law could adversely affect our ability to do so in a timely and cost effective manner, and our results of operations could be adversely affected. In addition, for employees whose contracts include non-competition terms, the Labor Contract Law requires employers to pay monthly compensation after such employment ends, which will increase employers ’ operating expenses.

Risks relating to our shares and ADSs

Due to recent credit crisis of U.S.-listed Chinese companies caused by Chinese companies ’ accounting scandals and the short selling agencies ’ raider activities in the aggregate, the price of our underlying common stock might fluctuate significantly and if our stock price drops sharply, we may not satisfy the continued listing requirements of NASDAQ.

Since 2011, there have been well-publicized accounting problems at several U.S.-listed Chinese companies that have resulted in significant drops in the trading prices of their shares and, in some cases, have led to the resignation of outside auditors, trading halts or share de-listings by NASDAQ or the New York Stock Exchange, and investigations by the Division of Enforcement of the U.S. Securities and Exchange Commission. Many, but not all, of the companies involved in these scandals had entered the U.S. trading market through “ reverse mergers ” into publicly traded shells. The scandals have had a broad effect on Chinese companies with shares listed in the United States. Despite the fact that we have consistently made the determination that the Company has been having effective internal controls since our listing in NASDAQ in 2004 until as of December 31, 2014, such accounting scandals in other Chinese companies could have an adverse effect on the market for shares of our underlying common stock. Investors could lose confidence in PRC companies in general, which could lead to fluctuations in the market prices of our underlying common stock and, if such prices were to drop sharply below $1.00 for 30 days consecutively, could cause us not to satisfy the continued listing requirements of NASDAQ.

In addition, some short selling agencies have been targeting U.S.-listed Chinese companies. Although the research reports issued by those short selling agencies regarding some U.S.-listed Chinese companies are largely meritless, targeted companies had suffered from significant fluctuations on their share prices. We cannot assure investors that we will not be the target of the short selling agencies in the future. If we were to become their target, even if their claims are meritless, our share price may drop significantly, and if such prices were to drop sharply below $1.00 for 30 days consecutively, could cause us not to satisfy the continued listing requirements of NASDAQ.

Stock prices of Internet-related companies, particularly companies with business operations primarily in China, have fluctuated widely in recent years, and the trading prices of our ADSs are likely to be volatile, which could result in substantial losses to investors.

The trading prices of our ADSs have been volatile and could fluctuate widely in response to factors beyond our control. Since the completion of our initial public offering in October 2004, the trading prices of our ADSs have ranged between a high of $47.68 per ADS to a low of $1.02 per ADS as of December 31, 2015. During the twelve-month period ended December 31, 2015, the price of our ADSs has ranged from a low of $2.90 to a high of $6.85 per ADS. The market prices of the securities of Internet-related companies have generally been especially volatile.

In particular, the performance and fluctuation of the market prices of other technology companies with business operations mainly in China that have listed their securities in the United States may affect the volatility in the price of and trading volumes for our ADSs. Some of these companies have experienced significant volatility, including significant price declines in connection with their initial public offerings and as a result of the global financial crisis. The trading performances of these Chinese companies ’ securities at the time of or after their offerings may affect the overall investor sentiment towards PRC companies listed in the United States and consequently may impact the trading performance of our ADSs. Changes in the U.S. stock market generally or as it concerns our industry, as well as geopolitical, economic, and business factors unrelated to us, may also affect the market price and volatility of our ADSs, regardless of our actual operating performance.

In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile for business specific reasons. Factors such as variations in our revenue, earnings and cash flow, announcements of strategic transition and new investments, cooperation arrangements or acquisitions, and fluctuations in market prices for our services could cause the market price for our ADSs to change substantially. The global financial crisis may have substantial negative impact on our financial and business performance. Any of these factors may result in large and sudden changes in the volume and price at which our ADSs will trade. We cannot assure investors that these factors will not occur in the future.

The sale or availability for sale of substantial amounts of our ADSs could adversely affect their market price.

Sales of our ADSs in the public market, or the perception that these sales could occur, could cause the market price of our ADSs to decline. Such sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. If any existing shareholder or shareholders sell a substantial amount of ADSs, the prevailing market price for our ADSs could be adversely affected. In addition, if we pay for our future acquisitions in whole or in part with additionally issued ordinary shares, your ownership interests in our company would be diluted and this, in turn, could have a material and adverse effect on the price of our ADSs.

The 82,837,921 ordinary shares that were outstanding prior to our initial public offering are “ restricted securities ” as defined in Rule 144 promulgated under the Securities Act of 1933, as amended, or the Securities Act and may not be sold in the absence of registration other than in accordance with Rule 144 under the Securities Act or another exemption from registration. These “ restricted securities ” are available for sale subject to volume and other restrictions as applicable under Rule 144 of the Securities Act. To the extent ordinary shares are sold to the market, the market price of our ADSs could decline.

A significant percentage of our outstanding ordinary shares are held by a small number of our shareholders, and these shareholders may have significantly greater influence on us and our corporate actions by nature of the size of their shareholdings relative to our public shareholders.

As of December 31, 2015, five of our existing shareholders, including Zhiwei Zhao, IDG Technology Venture Investment, LP, IDG Technology Venture Investment, Inc., Ling Zhang and Jianping Lu, beneficially owned, collectively, approximately 50.81% of our outstanding ordinary shares.

For more information regarding our principal shareholders and their affiliated entities, see “ ITEM 6. Directors, Senior Management and Employees - E. Share Ownership ” .

Accordingly, these shareholders have had, and may continue to have, significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. In addition, without the consent of these shareholders, we could be prevented from entering into transactions that could be beneficial to us.

Provisions in our charter documents and certain provisions under Hong Kong law may discourage our acquisition by a third party, which could limit your opportunity to sell your shares at a premium.

Our constituent documents and Hong Kong law include provisions that could limit the ability of others to acquire control of us, modify our structure or cause us to engage in change in control transactions, including, among other things, the following:

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Our articles of association provide for a staggered board, which means that certain number of our directors, not exceeding the half of the remaining directors after excluding our chief executive officer, are retired at every annual general meeting and the vacancies created by the retirement stand for election. Our chief executive officer will at all times serves as a director, and will not retire as a director, so long as he remains our chief executive officer. This means that, with our staggered board, at least two annual shareholders ’ meetings, instead of one, are generally required in order to effect a change in a majority of our directors, making it more difficult for any potential acquirer to take control of our board in a relatively short period of time, which may discourage proxy contests for the election of our directors and purchases of substantial blocks of our shares.

•	Hong Kong law permits shareholders of a company to remove directors by a shareholders ’ resolution. Our articles of association require any shareholder who wishes to remove a director by resolutions to give us at least 120 days’ advanced notice of the same, making it more difficult and time consuming for a potential acquirer who has accumulated a substantial voting position to obtain control of our board by removing opposing directors.

•	Our articles of association provide that our board can have no less than five and no more than nine directors. Our board currently has five directors as of the date of this report. Any increase in the maximum number of directors on our board beyond nine directors can only be accomplished by amending our articles of association, which under Hong Kong law requires a shareholders ’ supermajority vote of 75% and at least 21 days’ notice. These restrictions can make it more difficult for a potential acquirer who has accumulated a majority of our shares to take control of us by promptly increasing the size of our board and appointing new directors that are its nominees.

•	Hong Kong does not have merger laws that permit Hong Kong companies to merge in the same way as U.S. companies could in the United States. However, the Hong Kong Companies Ordinance has provisions that facilitate arrangements for the reconstruction and amalgamation of companies. The arrangement must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, representing three-fourths in value of each such class of shareholders or creditors that are present and voting either in person or by proxy at meetings convened by the High Court of Hong Kong. The arrangements must be sanctioned by the High Court of Hong Kong after shareholders or creditors approve it at the court-convened meeting.

•	Our shareholders have authorized our board of directors, without any further action by shareholders, to issue additional shares. Under Hong Kong law, the authority granted by our shareholders will remain valid until the conclusion of our next annual general meeting, or the time when our next annual general meeting is required to be held. For as long as this approval remains effective, or is renewed, our board of directors will have the power to issue additional ordinary shares (including ordinary shares represented by ADSs) and preference shares without any further action by shareholders.

We are a Hong Kong company and because the legal and procedural protections of minority shareholders under Hong Kong law differ from those under U.S. law, you may have difficulty protecting your interests as our shareholder relative to shareholders of corporations organized in the U.S.

We are a Hong Kong company and are subject to the laws of Hong Kong. The fiduciary responsibilities of our directors and the ability of minority shareholders to take successful legal action in Hong Kong against us or our directors are governed by the laws and court procedures of Hong Kong. Shareholders of a Hong Kong company would not be able to bring class action lawsuits against that company or its directors in a Hong Kong court in the same way that shareholders of a U.S. corporation might be able to bring such lawsuits in a U.S. court. In addition, professional conduct rules applicable to Hong Kong lawyers generally prohibit Hong Kong lawyers from accepting contingency fee arrangements, where a lawyer representing the plaintiffs is paid a fee only if the lawsuit is successful. Without contingency fee arrangements or the ability to bring class action lawsuits, our shareholders may find it more costly and difficult to take legal action against us or our directors in the Hong Kong courts. The Hong Kong courts are also unlikely to recognize or enforce against us judgments of courts of the United States based on the civil liability provisions of U.S. securities laws, or, to allow original actions brought in Hong Kong, based on the civil liability provisions of U.S. securities laws that are penal in nature.

In addition, there is no automatic statutory recognition in Hong Kong of judgments obtained in the United States. Moreover, Hong Kong companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

As a result, minority public shareholders may have more difficulties in protecting their interests in the face of actions taken by management, directors or controlling shareholders than they would as minority public shareholders of a U.S. corporation. Moreover, substantially all of our assets are located outside of the United States and all of our current operations are conducted in the PRC. In addition, most of our directors and officers are nationals and residents of countries other than the United States, whose substantial portion of assets of are located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons.

The voting rights of holders of ADSs must be exercised in accordance with the terms of the deposit agreement, the American depositary receipts, and the procedures established by the depositary. The process of voting through the depositary may involve delays that limit the time available to you to consider proposed shareholders ’ actions and also may restrict your ability to subsequently revise your voting instructions.

A holder of ADSs may exercise his/her/its voting rights with respect to the underlying ordinary shares only in accordance with the provisions of the deposit agreement and the American depositary shares.

When the depositary receives from us notice of any shareholders meeting, it will distribute the information in the meeting notice and any proxy solicitation materials to you. The depositary will determine the record date for distributing these materials, and only ADS holders registered with the depositary on that record date will, subject to applicable laws, be entitled to instruct the depositary to vote the underlying ordinary shares. The depositary will also determine and inform you of the manner for you to give your voting instructions, including instructions to give discretionary proxies to a person designated by us. Upon receipt of voting instructions of a holder of ADSs, the depositary will endeavor to vote the underlying ordinary shares in accordance with these instructions. Although Hong Kong law requires us to call annual shareholders ’ meetings by not less than 21 days ’ notice in writing, and all other shareholders ’ meeting by not less than 14 days ’ notice in writing, these minimum notice requirements can be shortened or completely waived by the consent of all holders of our ordinary shares entitled to attend and vote (in the case of annual shareholders ’ meetings) or a majority in number of the holders of our ordinary shares representing at least 95% in nominal value of the shares giving the right to attend and vote (in the case of all other shareholders ’ meetings). If the minimum notice periods are shortened or waived, you may not receive sufficient notice of a shareholders ’ meeting for you to withdraw your ordinary shares and cast your vote with respect to any proposed resolution, as a holder of our ordinary shares. In addition, the depositary and its agents may not be able to send materials relating to the meeting and voting instruction forms to you, or to carry out your voting instructions, in a timely manner. We cannot assure investors that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. The additional time required for the depositary to receive from us and distribute to you meeting notices and materials, and for you to give voting instructions to the depositary with respect to the underlying ordinary shares, will result in your having less time to consider meeting notices and materials than holders of ordinary shares who receive such notices and materials directly from us and who vote their ordinary shares directly. If you have given your voting instructions to the depositary and subsequently decide to change those instructions, you may not be able to do so in time for the depositary to vote in accordance with your revised instructions.

Furthermore, the depositary has deemed any holders who do not send in voting instructions at all or in a timely manner as having instructed the depository to give a discretionary voting proxy to the person(s) designated by us to receive voting proxies, with full power to exercise such holder ’ s (or holders ’ ) voting rights under the ADSs ’ underlying ordinary shares in the manner as the proxy holder deems fit. Accordingly, matters that favor the incumbent board of directors and management will have a higher likelihood of passing than would otherwise be the case.

The depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote.

You may not receive distributions on our ordinary shares or any value for them if such distribution is illegal or if any requisite government approval cannot be obtained in order to make such distribution available to you.

The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions (which may include securities or rights distributions) it or the custodian for our ADSs receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of our ordinary shares your ADSs represent. However, the depositary is not responsible to make a distribution available to any holders of ADSs if it decides that it is unlawful to make such distribution. For example, it would be unlawful to make a distribution to holder of ADSs if it consisted of securities that required registration under the Securities Act but that were not properly registered or distributed pursuant to an applicable exemption from registration. The depositary is not responsible for making a distribution available to any holders of ADSs if any government approval or registration required for such distribution cannot be obtained after reasonable efforts made by the depositary. We have no obligation to take any other action to permit the distribution of our ADSs, ordinary shares, rights or anything else to holders of our ADSs. This means that you may not receive the distributions we make on our ordinary shares or any value for them if it is unlawful or unreasonable from a regulatory perspective for us to make them available to you. These restrictions may have a material adverse effect on the value of your ADSs.

You may be subject to limitations on transfers of your ADSs.

Your ADSs, each of which represents five ordinary shares, are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

Your right as a holder of ADSs to participate in any future rights offerings may be limited, which may cause dilution to your holdings.

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available to our ADS holders in the United States unless we register the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. In addition, the deposit agreement provides that the depositary bank will not make rights available to you unless the distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act or exempted from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act. Accordingly, ADS holders may be unable to participate in our rights offerings and may experience dilution in their holdings.

In addition, if the depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case you will receive no value for these rights.

ITEM 4. INFORMATION ON THE COMPANY

China Finance Online Co. Limited was incorporated in Hong Kong in November 1998. In April 2001, we launched our online financial and listed company data and information services.

In October 2004, we completed the initial public offering of our ADSs, each of which represents five of our ordinary shares, and listed our ADSs on The NASDAQ Stock Market. On January 3, 2011, our ADSs were elevated to trade on the NASDAQ Global Select Market. The NASDAQ Global Select Market is designated for public companies that meet the highest initial listing standards in the world. Inclusion in the world-class blue chip market is a significant milestone of our progress and is indicative of our commitment to high standards and good governance, and demonstrates our achievement, leadership and stature.

In April 2000, we acquired the financial information website www.jrj.com.cn and in October 2004 we acquired the domain name www.jrj.com , and commenced operating our subscription-based financial information business in March 2005. We maintain the same content under both domain names.

In 2006 we acquired the website www.stockstar.com , which was established in 1996 and is one of the leading finance and securities websites in China.

Also in 2006, we acquired CFO Genius, a financial information database provider primarily serving domestic securities and investment institutions.

In 2007, we acquired Daily Growth Securities Limited, (renamed iSTAR International Securities Co. Limited in February 2013), a licensed securities brokerage firm incorporated in Hong Kong.

Based on our assessment of changes in customer demand, market and regulatory environment and industry outlook, the Board of Directors approved the strategic transition. The goal of our strategic transition is to deliver to investors and our clients and customers a one-stop financial platform providing investment advisory, securities trading and wealth management services. In order to address the demand for alternative investment opportunities, the Company established new affiliates and acquired and invested in other business entities engaged in alternative investments.

In January 2013, Zhengjin (Fujian) Precious Metal Investment Co., Ltd. (“Zhengjin Fujian”), a new affiliate of the Company we established in 2013, became a member of the SAIC (State Administration for Industry and Commerce) – approved Haixi Commodity Exchange (“Haixi”). Haixi is the only commodities spot market which provides electronic trading in Fujian province. In September 2013, Zhengjin (Tianjin) Precious Metal Management Co., Ltd. (“Zhengjin Tianjin”), another affiliate of the Company, became the member of Tianjin Precious Metal Exchange (“TJPME”). In September 2013, we acquired 60% equity of Shenzhen Tahoe Investment and Development Co., Ltd. (“Tahoe”). Henghui (Tianjin) Precious Metals Management Co., Ltd. (“Henghui”), a subsidiary of Tahoe, is also a member of TJPME. We are also the members of some other commodities exchanges, such as Qilu Commodity Exchange in Qingdao, Shandong Province.

In August 2013, the Company launched “ Yinglibao ” , a mobile-based financial platform that integrates wealth management solutions and mutual fund distribution. For users who maintained Yinglibao balances, they could receive a money market fund rate of return on their balances, which is higher than the current bank demand deposit rate. In addition, Yinglibao users have the option of purchasing mutual fund and other wealth management products directly through their accounts.

In the second quarter of 2014, as part of our strategic transition, the Board of Directors determined that online brokerage services should be one of the Company’s core businesses going forward. In December 2014, we continued our strategic transition efforts by launching an investment advisory service platform, “Investment Masters” (“iTougu”), designed to provide securities investment advisors and their clients a real-time communication channel, where messages, market analytics, research report and investment strategies are exchanged. Further, this platform is connected to our securities-trading platform, Securities Master, to enable our users to place trade orders directly while using Investment Masters. In December 2015, we launched the updated version 3.0 of iTougu.

In March 2015, we signed a contract with a third party buyer to transfer the entire equity interest in iSTAR Futures and iSTAR Wealth Management to a third party for a total consideration of $6.5 million (HK$ 50.7 million equivalently), comprising $1.0 million (HK$8.0 million equivalently) and a sum equal to the net assets of the iSTAR Futures and iSTAR Wealth Management as of March 31, 2015. The contract has not been fulfilled and expired automatically on December 31, 2015. In April 2016, we signed a new agreement with the same third party buyer to transfer the entire equity interest in iSTAR Wealth Management for a total consideration of $2.9 million (HK$22.5 million equivalently). The closing of the proposed transfer is subject to the obtaining by the buyer of approval from Hong Kong Securities and Futures Commission and we are therefore unable to provide an estimated closing date at this stage.

In December 2015, we signed a framework agreement with Shanghai EBI Capital Co., Ltd., a Chinese private equity firm ("Shanghai EBI"), to sell i) 90% of equity stake in CFO Meining which wholly owns the financial portal stockstar.com and ii) Zhongcheng Futong Co., Ltd. ("CFO Zhongcheng") which owns 90% equity stake in Shanghai Stockstar Securities Advisory and Investment Co., Ltd. (“CFO Securities Consulting”). The considerations were approximately $21.6 million (RMB140.0 million, equivalently) and $9.3 million (RMB 60.0 million, equivalently), respectively. The sale of CFO Zhongcheng was completed in December 2015, while the sale of CFO Meining is expected to be fully completed in the second quarter of 2016.

B. Business overview.

Overview:

China Finance Online Co. Limited is a leading web-based financial services company in China. The company provides Chinese retail investors with online access to securities and commodities trading services, wealth management products, securities investment advisory services, as well as financial database and analytics services to institutional customers. The Company’s prominent flagship portal site, www.jrj.com, is ranked among the top financial websites in China.

Since early 2015, China’s leaders have acknowledged that the country is facing a “new normal” of slower growth, following three decades of average annual growth in Gross Domestic Product (GDP) of 9.91%, from 1979 to 2010. In financial markets, the “new normal” is unfamiliar to many investors who will need expert guidance and the best possible tools to assess market trends and prospects. In addition, investors will also need guidance on the over-the-counter National Equities Exchange and Quotations market, known as the third board, which hit a milestone in August 2015 with 3,000 listings, versus 2,800 for the combined Shanghai and Shenzhen markets, as well as a new registration-based system for Initial Public Offerings, which is gradually replacing the old approvals-based system.

With the complexity of the Chinese financial markets increasing, we believe individual investors will increasingly seek out professional investment advice and services. Leveraging our extensive experience and robust internet capabilities, we are adapting and strategically transitioning our business to the new environment by rapidly building Investment Masters (iTougu) and Yinglibao, our two newest businesses, into leading one-stop financial products and services platforms for individual investors in China.

In 2015, we integrated our web-based trading platform, Securities Master (Zhengquantong), and Yinglibao, our Internet-based financial platform that integrates cash management solutions and mutual fund distribution, into iTougu which facilitates communication between securities investment advisors and their respective clients and followers in real-time and for 24 hours a day, and enabling a vast number of Chinese individual investors to obtain private advice from thousands of securities investment advisors. We believe combining all three services will provide our clients and customers with a one-stop financial platform with investment advisory, securities trading and wealth management services. We also continued to diversify our product offerings on our wealth management platform, Yinglibao. We also provide our rapidly growing commodities brokerage services in mainland China along with brokerage services in Hong Kong in order to address market demand for alternative investment opportunities. We further diversified our product offering in the commodities brokerage services with the launch of a heavy oil brokerage business in 2015.

In addition, the Company offers basic financial software, information services and securities investment advisory services to retail investors in China. Through its subsidiary, Shenzhen Genius Information Technology Co., Ltd., we provide financial database and analytics to institutional customers including domestic financial, research, academic and regulatory institutions.

Our Business Sectors

In 2013, we re-categorized the components of our net revenues to better reflect the evolving nature of our business. Currently, the Company’s net revenues are categorized under: (a) revenues from financial services, which include brokerage-related revenues including commodities brokerage services; (b) revenues from financial information and advisory business, which include subscription fees from individual customers and institutional customers; and (c) advertising revenues.

In 2013, 2014 and 2015, revenues from financial services business were $33.5 million, $64.7 million and $83.0 million, representing approximately 63.6%, 77.3% and 77.1%, of our total net revenues, respectively. In 2013, 2014 and 2015, revenues from financial information and advisory business were $11.1 million, $10.3 million and $17.2 million, representing approximately 21.1%, 12.4% and 16.0%, of our total net revenues, respectively. In 2013, 2014 and 2015, revenues from advertising business were $6.8 million, $8.2 million and $7.0 million, representing approximately 12.9%, 9.7% and 6.5%, of our total net revenues, respectively.

For a breakdown of total revenues by geographic market for each of the last financial years, please refer to Item 5. “Operating and Financial Review and Prospects – A. Operating Results – Net Revenues.”

Subscription Services and other Related Services in the PRC

(i)

Financial Services Business

Securities Master (“Zhengquantong”)

In August 2014, the Company launched a fully-integrated securities trading platform, “Securities Master (Zhengquantong)”, which was fully integrated within iTougu in 2015.

Yinglibao

In August 2013, the Company launched “Yinglibao”, an internet-based financial platform that integrates cash management solutions and mutual fund distribution. For users who maintained Yinglibao balances, their balances would be used to subscribe for the money market fund managed by third-party mutual fund management companies.

Yinglibao grew in-line with our expectations in 2015 with total assets invested and users both increasing rapidly. We are working with other third-party providers such as mutual funds and supply chain financial management firms to increase the amount of options we provide to our users.

(ii) Financial information and advisory business

In 2013, 2014 and 2015, revenues from financial information and advisory business services represented approximately 21.1%, 12.4% and 16.0% of our total net revenues, respectively.

Investment Masters (“iTougu”)

On December 25, 2014, we launched an investment advisory service platform “Investment Masters (iTougu)” at its annual conference “Leading China 2014: Financial Industry Innovation Forum”. The Investment Masters platform is designed to provide securities investment advisors and their clients a real-time communication channel, where they may communicate directly and in real-time. It also provides a vast number of Chinese individual investors access to securities investment advisors where they may attain private investment advice from thousands of investment advisors. In addition, the Investment Masters platform provides these highly-demanded features:

•	Text and audio interactive messaging system for real-time broadcast and Q&As between investment advisors and their clients;

•	Daily market analytics, research reports and investment strategies for investment advisors;

•	Access to fast trade order placement with direct connection to the Company’s Securities Masters platform; and

•	Client Management system for every investment advisor to view and manage client profiles, historical data and activities.

In May 2015, we launched the updated version 2.0 of iTougu with a new feature called “What to Buy”. With a monthly fee, retail investors can receive stock picking advice and have access to the advisors’ recommended portfolios and their market performance.

In December 2015, we launched iTougu version 3.0 with an optimized real-time broadcast system, up-to-the-minute stock news on webpages of individual stock, improved stock charts, a streamlined login system and an optimized stock selection function to enhance the user experience.

As of December 31, 2015, iTougu had over 3.9 million activated users and over 2,500 investment advisors. Our research indicates that the 2,500 investment advisors on our platform are among the most active securities advisors in China.

Individual Research Tool Subscription Business

To conduct our subscription services, we collect and process our website content through our research tools and provide to our subscribers financial analysis tools, real-time and historical data, news, research reports and online forums in one integrated information platform, providing them the means to make informed investment decisions with respect to China ’ s listed company stocks, bonds, mutual funds and stock index futures based on specifications determined by them.

During our strategic transition period, while we did not accept new paid subscribers or renewal for premium individual subscription service, we continue to provide our existing subscriber base premium individual subscription, basic software and information services and charge our existing subscribers a subscription fee for the use of our service packages over an agreed-upon service period, which is typically one year.

Institutional Subscription Business

Shenzhen Genius Information Technology Co. Ltd. ( “ CFO Genius ” ) was founded in 1994. It was the first professional financial database provider in China. In 2006, it became a fully-owned subsidiary of China Finance Online Co., Ltd.

(iii) Advertising Business

We believe that our website www.jrj.com is among the most popular financial information websites in China. While our internet community is generally affluent and educated and thus represents a potentially attractive group for advertisement, in 2012, we continued to allocate most of our advertising inventory to promote our own product and service offerings to individual investors. In 2013, 2014 and 2015, revenues from advertising-related services represented approximately 12.9%, 9.7% and 6.5% of our total net revenues respectively, and online advertising was not part of our core business.

Commodities Brokerage Services

In 2013, in order to address the market demand for alternative investment opportunities, the Company established Zhengjin Fujian and Zhengjin Tianjin and acquired Henghui to help clients invest in and trade precious metals. As a PRC-affiliate of the Company, Zhengjin Fujian is a member of the SAIC (State Administration for Industry and Commerce)-approved Haixi, while Zhengjin Tianjin and Henghui are members of TJPME. Our precious metals trading affiliates’ intended scopes of business include precious metals spot trading, silver product sales and financial investment advisory services. During the third quarter of 2015, we launched a heavy oil brokerage business and subsequently renamed this business as our commodities brokerage services.

We earn commission income from our clients’ trading activities. In addition, we act as one of the market makers in the commodities exchanges. As a market maker, we commit to accept all trade executions by offering to buy or sell trading products from or to our clients. As a result, we also recognize trading gains or losses in our net revenues.

In 2013, 2014 and 2015, our net revenues derived from commodities brokerage business represented approximately 57.1%, 71.8 % and 74.2% of our total net revenues respectively.

Hong Kong Securities and Futures Contracts Brokerage Business

Following our acquisition of Hong Kong-based iSTAR Securities in November 2007, a licensed securities brokerage firm, we began providing certain brokerage and related services to our customers who invest in stocks listed on HKEx. iSTAR Securities is regulated by HKEx and SFC.

iSTAR Securities, together with iSTAR Futures and iSTAR Wealth Management, serve as our platform for developing financial services outside mainland China. In 2013, 2014 and 2015, the brokerage and related services provided by iSTAR Securities, iSTAR Futures and iSTAR Wealth management contributed approximately 6.5%, 5.5% and 2.9% of our total net revenues.

In March 2015, the Company signed a contract to transfer the entire equity interest in iSTAR Futures and iSTAR Wealth Management to a third party for a total consideration of $6.5 million (HK$ 50.7 million equivalently), comprising $1.0 million (HK$8,000,000 equivalently) and a sum equal to the net assets of the iSTAR Futures and iSTAR Wealth Management as of March 31, 2015. The contract has not been fulfilled and expired automatically on December 31, 2015. In April, 2016, the Company signed a new agreement with that third party to transfer the entire equity interest in iSTAR Wealth Management for a total consideration of $2.9 million (HK$22.5 million equivalently), subject to adjustments. The closing of the proposed transfer is subject to the obtaining by the buyer of approval from Hong Kong Securities and Futures Commission and we are therefore unable to provide an estimated closing date at this stage.

Customer support

Our customer support center provides our clients and users with real-time and professional support our customer support personnel are available to explain various features of our offerings and provide investment advisory services directly over the phone. Customer support is also available to provide assistance on technical problems to our users, as well as perform sales and marketing roles. We have an in-house training program for our customer support personnel, which include training courses on China ’ s securities markets, our service features and functionalities, technical problem solving skills and general customer service guidelines.

Sales and Marketing

We market our service offerings through online marketing, call centers, advertising and our customer support personnel. We will continue to use our focused marketing strategy to further enhance awareness of our brand and acquire new customers. We conduct online marketing mainly through our website www.jrj.com, which is among the most popular financial information websites in China. We also advertise with radio stations and in subways and also conduct public relations activities in the major cities.

In September 2015, we launched the first iTougu Masters Tournament (the “Tournament”) for “grass-roots” and professional investment advisors across China. The purpose of the Tournament is to showcase featured investment advisors with different investment styles and to enable retail investors to consult with the advisors online. The Tournament featured two events with individual and institutional participants. Starting on September 7, 2015, all participants displayed the daily performance of their investment portfolios over a three-month period. Throughout the Tournament, all registered users of China Finance Online's flagship portal (jrj.com.cn and the iTouGu marketplaces) were be able to view the Tournament participants' stock portfolios and live trading records free of charge.

In December 2015, we successfully hosted "Leading China 2015: Financial Industry Innovation Forum" in Beijing. Regulators and guests from the State Council of People's Republic of China, China Banking Association, Asset Management Association of China, China Futures Association, Insurance Society of China, Tsinghua University PBC School of Finance and executives from Chinese securities firms and commercial banks, among others, made important speeches covering topics including financial reforms, China’s “Internet Plus” strategy, internet finance and mobile securities services. The Company also awarded the winners of iTougu’s first Tournament.

Research and Development

We seek to differentiate our products and optimizing our services as continue to strengthen our core competence. We have been focusing on development and innovation of internet platforms and mobile internet applications, bringing cutting-edge technology shapes including multimedia, social networking, big data, cloud computing and user behavior analysis into our financial service platform,

We continue to invest in research and development projects in 2015, including among others, the continuous improvement of Yinglibao and iTougu.

When designing products, we aim to anticipate our customers’ needs and to meet their increasingly complex and specific design requirements. We also strive to design products that will achieve broad market acceptance and generate widespread end user demand. Our product development team conducts frequent meetings with our sales and marketing team to discuss the feasibility of new service offerings and the progress of existing product development efforts. Our research and development team also works closely with our customer support team to develop features and content based on user feedback.

We expect product development to remain an important part of our business as the online financial services industry in China becomes increasingly sophisticated. We will keep placing significant emphasis on refining and upgrading our products and service platform, and on creating new and innovative features to meet the changing needs of our customers. Our research and development team works as an integral part of our overall service offering efforts.

Competition

Although we pioneer in providing online financial services and information, we are still facing more competition in many aspects of our business. New business ventures such as Investment Masters, Yinglibao, commodities brokerage services, securities investment advisory and wealth management services are developing in accordance with our current business plan. We are operating in an increasingly competitive environment and competing for clients on the basis of product choices, client services, reputation and brand names. The potential competitions we face include the following:

•	competition from traditional and online financial service providers offering similar services and products;

•	competition from existing internet companies entering into financial service market offering similar services and products; and

•	competition from new entrants providers offering similar services and products.

With respect to our scaled-down of software- based financial information services, the number of competitors providing online financial news and information has increased since we commenced operations. Competition is intensifying among companies that provide security analysis software. More broadly, we also compete, directly and indirectly, for users and subscribers with companies in the business of providing financial data and information services, including:

•	Publishers and distributors of traditional media, including print, radio and television as well as radio and television programs and news programs focused on financial news and information;

•	Internet portals providing information on business, finance and investing;

•	Financial information web pages offered by websites;

•	Stock research software vendors, especially those that develop and market stock research software through stock brokerage companies;

•	Stock brokerage companies, especially stock brokerage companies with online trading capabilities; and

•	Other companies that provide similar products and services as ours.

Our ability to compete depends on many factors, including the comprehensiveness, timeliness and trustworthiness of our content, market acceptance of our services, pricing and sophistication of our products, ease of use of our information platform, the effectiveness of our sales and marketing efforts and our ability to continue to innovate and develop new products.

In addition, lack of substantial barriers to entry has historically enabled certain unqualified companies and low-quality products to compete with us in the market. Certain unlicensed participants supplied counterfeit, illegal or low-quality and inferior products or services under our name. Such unlawful acts not only distorted market order, but also negatively impacted our reputation and materially and adversely affect our future developments. In addition, the resultant increase in expenses is becoming apparent across the industry.

Intellectual property

Our intellectual property is an essential element of our business operations. We rely on copyright, trademark, trade secret and other intellectual property law, as well as non-competition, confidentiality and license agreements with our employees, suppliers, business partners and others to protect our intellectual property rights. Our employees are generally required to sign agreements to acknowledge that all inventions, trade secrets, works of authorship, developments and other processes generated by them on our behalf are our property, and to assign to us any ownership rights that they may claim in those works. Despite our precautions, it may be possible for third parties to obtain and use intellectual property that we own or license without consent.

Our PRC subsidiaries and PRC-incorporated affiliates are the registered owners of 180 software copyrights as of December 31, 2015, each of which has been registered with the National Copyright Administration of the PRC.

We have registered one key domain name relating to our website, www.jrj.com , with the Internet Corporation for Assigned Names and Numbers, or ICANN, an internationally organized, non-profit corporation. We have also registered one domain name relating to our website, www.jrj.com.cn , with the China Internet Network Information Center, a domain name registration service in the PRC. We currently have 52 trademarks registered with the Trademark Office of State Administration of Industry and Commerce (the “ SAIC ” ) and five trademarks registered in Hong Kong as of December 31, 2015.

Regulation

We operate our business primarily in the PRC under a legal regime consisting of the State Council, which is the highest authority of the executive branch of the PRC central government, and several ministries and agencies under its leadership, including:

•	MIIT (Ministry of Industry and Information Technology);

•	PBC (The People’s Bank of China);

•	CSRC (China Securities Regulatory Commission);

•	CBRC (China Banking Regulatory Commission);

•	Asset Management Association of China

•	Cyberspace Administration of China

•	Ministry of Culture;

•	General Administration of Press and Publication (National Copyright Administration);

•	National Development and Reform Commission (NDRC);

•	SAIC (State Administration of Industry and Commerce);

•	Ministry of Public Security;

•	Ministry of Commerce; and

•	State Administration of Radio Film and Television

The State Council and these ministries and agencies have issued a series of rules that regulate a number of different substantive areas of our business. And our businesses in the Hong Kong are subject to regulations by HKEx, Hong Kong Securities and Futures Commission, or SFC, and Hong Kong Police Force, which are discussed below.

Regulation of securities investment advisory

Securities investment advisory is intensely regulated in China, which mainly include the Securities Law (2005), the Tentative Measures for Administration of Securities and Futures Investment Consultancy (1997), the Notice on Several Issues related to Regulation of Securities Investment Advisory provided to the Public (2001) and the Provisional Regulations. Those laws and regulations impose licensing requirements on the provision of securities investment advisory to the public in China.

The CSRC has adopted a series of rules regulating the methods of providing securities investment advisory to the public, including without limitation Tentative Provisions for Issuance of Securities-related Research Reports (2010), Tentative Provisions for Securities Investment Consultancy Business with Membership System (2005), Rules on Strengthening the Broadcast Management of Information related to Securities and Futures (1997). Those rules established the requirements on companies engaged in securities investment advisory business to set up branches in China, required securities investor advisors to disclose any conflict of interest and set up firewall measures internally, and prohibited securities investor advisor from disseminating the information related to securities investment on TV channels or radio programs without the approval by the CSRC and the State Administration of Radio Film and Television.

The Provisional Regulations promulgated by the CSRC in October 2010 and effective as of January 1, 2011 require that securities investment advisory providers obtain a license.

The CSRC issued the Interim Provisions on Strengthening the Supervision and Control of Engagement in Securities Investment Advisory Business by Utilizing “ Securities Analysis Software ” ( “ Circular 40 ” ). Pursuant to Circular 40, the sale or provision of “ Securities Analysis Software ” to the investors to directly or indirectly obtain economic benefits shall be deemed as engagement in securities investment advisory business, and any institution or individual engaging in such business shall be licensed by the CSRC and obtain the securities investment advisory qualifications.

We have obtained such license in accordance therewith to provide securities investment advisory services which assist in clients ’ investment decision-making process to its individual and corporate clients. CFO Newrand Training owns an investment education license issued by the Shenzhen Bureau of Education.

Regulation of securities brokerage, futures contracts brokerage, securities investment advisory and money lending businesses in Hong Kong

iSTAR Securities, regulated by HKEx and SFC, holds a type 1 license, which allows it to engage in securities trading and brokerage business in Hong Kong. iSTAR Futures, regulated by the SFC, holds a type 2 license, which allows it to engage in futures contract trading business. iSTAR Wealth Management, regulated by the SFC, holds type 4, type 5 and type 9 licenses, which allows it to engage in advising on securities, advising on future contracts and asset management in Hong Kong. iSTAR Credit, holds a Money Lenders License, is regulated by Hong Kong Police Force.

Regulation of commodities brokerage business

While the regulations on commodities brokerage business were generally not specific in the past, China has recently tightened regulations on commodities transactions in the spot market. In November 2013, the Ministry of Commerce ( “ MOC ” ), the People ’ s Bank of China ( “ PBC ” ) and the CSRC jointly issued Interim Provisions on Commodities Transactions in the Spot Market, effective January 1, 2014 ( “ Circular 3 ” ). According to Circular 3, MOC will be in charge of all matters related to the planning, information and statistics consolidation of the markets and PBC will be responsible for the financial regulations related to the spot market transactions as well as the supervision of non-financial institutions ’ payment services. In addition, each of our affiliates engaged in commodities brokerage business are subjection to the regulations of Haixi, TJPME and other exchanges that we may enter in the future, each of which is in charge of the local implementation of Circular 3.

Regulation of Yinglibao

Yinglibao provides an electronic platform of mutual fund sales. The Administrative Measures for the Sale of Securities Investment Funds promulgated by the CSRC on June 9, 2011 are the principal regulation for the sale of mutual fund.

In addition, given the cash saving, transferring and management functions of Yinglibao, Yinglibao may be subject to futures additional Chinese laws and regulations related to banking and securities businesses In the event Yinglibao became restricted or even prohibited by Chinese laws, our customers ’ financial activities may be affected and there may be a material adverse impact on our new business ventures to provide users with alternative investment opportunities.

Regulation of wealth management business

Wealth management for private investors is still in early development stage in China. China has not adopted a unified and specific regulatory framework governing the distribution of wealth management products and the provision of wealth management consulting services. Nevertheless, there are ad hoc laws and regulations related to several types of wealth management products as the following:

•	PRC Trust Law (2001) and the Administrative Rules Regarding Trust Company-Sponsored Collective Fund Trust Plans (2007 and amended in 2009) are principal laws and regulations for trust products;

•	PRC Partnership Enterprise Law (2006), the Notice on Further Standardizing the Development and Record-filing Administration of Equity Investment Enterprises in Pilot Regions (2011) promulgated by the NDRC and a series of local regulations promulgated by provinces and certain cities, including Beijing, Shanghai and Tianjin, to encourage and regulate the development of private equity investment in the applicable region;

Administrative Measures for the Sale of Securities Investment Funds promulgated by the CSRC on June 9, 2011 are the principal regulation for the sale of mutual fund.

Regulation of account management business

A draft Account Management Operational Rules (the “ Draft Rules”) was released by Securities Association of China (the “Association”) on March 16, 2015 for public comments. Pursuant to the Draft Rules, account management refers to provision of value analysis or investment decision for clients in respect of investing in or trading of securities, funds, futures and other relevant financial products, and carrying out investment or trading management on behalf of clients. Securities houses and securities investment consulting firms are allowed to provide account management services upon satisfying the following conditions:

•	Obtained the securities investment consulting services license, and with a registered capital of not less than RMB 50 million;

•	T here are at least 10 employees with securities investment consulting services license and more than 2 years’ relevant experience in securities, funds or futures, and qualified senior management;

•	Proper operational management, internal control and investment protection systems commensurate with its businesses;

•	Proper operational premises and facilities and technology system commensurate with its businesses;

•	There has been no criminal or administrative penalty relating to violation of law or regulations in the past 3 years, nor is there ongoing investigation or correction involving potential violation of law or regulations; and

•	Other conditions pursuant to relevant laws or regulations and rules by the Association.

Employees involving in the account management services are required to hold the securities investment consulting services license, registered with the Association as investment consultant, have relevant experience in securities investment, research, investment consulting or similar businesses, have sound credit and ethical record, and have not been subject to criminal or administrative penalty in the past 3 years.

Notwithstanding that we have not been engaged in account management business, in the event the Draft Rules becomes effective in the future and we intend to be engaged by clients to provide investment or trading management services, the Draft Rules is expected have a positive impact on our business.

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.

Internet-related licenses and permits

There are a number of aspects of our business which require us to obtain licenses from a variety of PRC and Hong Kong regulatory authorities.

In September 2000, the State Council promulgated the Telecommunications Regulations, or the Telecom Regulations. The Telecom Regulations categorize all telecommunications businesses in the PRC as either basic or value-added. Internet content services, or ICP services, are classified as value-added telecommunications businesses. Under the Telecom Regulations, commercial operators of value-added telecommunications services must first obtain an operating license from the MIIT or its provincial level counterparts. In September 2000, the State Council issued the Administrative Measures on Internet Information Services, or the Internet Measures, according to which, commercial ICP service operators must obtain an ICP license from the relevant government authorities before engaging in any commercial ICP operations within the PRC.

In order to host our website, CFO Fuhua and CFO Meining are required to hold an ICP license issued by MIIT or its local offices. Pursuant to the revised Administrative Measures for Telecommunications Business Operating License promulgated by MIIT in March 2009, ICP operators providing value-added services in multiple provinces are required to obtain an inter-regional license (or National License) and ICP operators providing the same services in one province are required to obtain a local license (or Local License). CFO Fuhua currently holds a Local License and an ICP license both issued by the local branch of MIIT in Beijing, and CFO Meining currently holds a National License issued by MIIT and an ICP license issued by the local branch of MIIT in Shanghai.

A regulation issued by MIIT, the Notice on Certain Issues Regarding the Regulation of Short Messaging Services on April 29, 2004, requires short message, or SMS, content providers to obtain an SMS license from MIIT or its local offices. We have obtained the required SMS license by CFO Fuhua and CFO Meining for the delivery of our financial short message content.

Furthermore, MIIT has promulgated the Internet Electronic Messaging Service Administrative Measures in November 2000, or the BBS Measures, requiring ICP license holders that provide online bulletin board services to register with, or obtain an approval from, the relevant telecommunications authorities. CFO Fuhua and CFO Meining have obtained such approval from Beijing Communications Administration and Shanghai Communications Administration, respectively, the government agency in charge of this matter.

On July 6, 2004, the State Administration of Radio Film and Television promulgated the Rules for the Administration of Broadcasting of Audio/Video Programs through the Internet and Other Information Networks, or the A/V Broadcasting Rules. The A/V Broadcasting Rules apply to the opening, broadcasting, integration, transmission or download of audio/video programs via the Internet and other information networks. Anyone who wishes to engage in Internet broadcasting activities must first obtain an audio/video program transmission license, with a term of two years, issued by the State Administration of Radio Film and Television and operate pursuant to the scope as provided in such license. Foreign invested enterprises are not allowed to engage in this business nor obtain such license. On December 20, 2007, the State Administration of Radio Film and Television and the MIIT jointly issued the Rules for the Administration of Internet Audio and Video Program Services, commonly known as Document 56, which came into effect as of January 31, 2008. Document 56 reiterates the requirement set forth in the A/V Broadcasting Rules that online audio/video service provider must obtain a license from the State Administration of Radio Film and Television. Furthermore, Document 56 requires all online audio/video service providers to be either wholly state-owned or state-controlled. According to relevant official answers to press questions published on the State Administration of Radio Film and Television’s website dated February 3, 2008, officials from the State Administration of Radio Film and Television and the MIIT clarified that online audio/video service providers that already had been operating lawfully prior to the issuance of Document 56 may re-register and continue to operate without becoming state-owned or controlled, provided that such providers have not engaged in any unlawful activities. This exemption will not be granted to online audio/video service providers established after Document 56 was issued. CFO Fuhua holds a Radio and TV Program Production and Business Operation License which allows it to produce and publish cartoons, entertainment programs and special topic programs and an Information Network Communicated Audio-Video Program License which allows it to broadcast securities and futures information related audio-video programs through website.

Regulation of Internet content

The PRC government has promulgated measures relating to Internet content through a number of ministries and agencies, including MIIT, the Ministry of Culture and the General Administration of Press and Publication. These measures specifically prohibit Internet activities, which include provision of financial information through the Internet, that result in the publication of any content which is found to, among other things, propagate obscenity, gambling or violence, instigate crimes, undermine public morality or the cultural traditions of the PRC, or compromise State security or secrets. If an ICP license holder violates these measures, the PRC government may revoke its ICP license and shut down its websites.

CFO Fuhua ’ s and CFO Meining ’ s ICP licenses expressly state that, in relation to their Internet content provision, among other things, they are not allowed to publish general news on politics, society or culture, or establish a “ news column ” , or provide such information under the express heading of “ news ” . On September 25, 2005, State Council Information Office and MIIT jointly promulgated the Provisions for the Administration of Internet News Information Services, in which the authorities provided an applicable definition of Internet news information services and defined such news information as general news information. It further required that ICPs that provide Internet news information services within such definition must apply for a license. In practice, such license is compulsorily required when political, military or diplomatic news is involved. Our current business, specifically the provision of financial or securities related information through the Internet, will not be affected without procuring such license.

Regulation of Information security

The National People ’ s Congress has enacted legislation that prohibits use of the Internet that breaches the public security, disseminates socially destabilizing content or leaks state secrets. Breach of public security includes breach of national security and infringement on legal rights and interests of the state, society or citizens. Socially destabilizing content includes any content that incites defiance or violations of PRC laws or regulations or subversion of the PRC government or its political system, spreads socially disruptive rumors or involves cult activities, superstition, obscenities, pornography, gambling or violence. State secrets are defined broadly to include information concerning PRC national defense, state affairs and other matters as determined by the PRC authorities.

According to other relevant regulations, ICP operators must complete mandatory security filing procedures and regularly update information security and censorship systems for their websites with local public security authorities, and must also report any public dissemination of prohibited content.

In addition, the State Secrecy Bureau has issued provisions authorizing the blocking of access to any website it deems to be leaking state secrets or failing to comply with the relevant legislation regarding the protection of state secrets during online information distribution. Specifically, Internet companies in China with bulletin boards, chat rooms or similar services must apply for specific approval prior to operating such services.

On November 23, 2005, the Ministry of Public Security promulgated Provisions on Technological Measures for Internet Security Protection, or Internet Protection Measures. The Internet Protection Measures require all ICP operators to keep records of certain information about its users (including user registration information, log-in and log-out time, IP address, content and time of posts by users) for at least 60 days and submit the above information as required by laws and regulations. Both CFO Fuhua and CFO Meining have already taken measures to comply with these laws and regulations.

Regulation of Online Securities Information

Securities Association of China released the Online Securities Information System Technical Guidance for Securities Houses (the “Guidance”), effective from March 13, 2015. According to Section 54 of the Guidance, securities houses are not allowed to provide port access to third party service providers in respect of online securities services and trading related services. Securities trading instructions are required to be processed exclusively and internally within the securities houses’ owned systems. We provide Securities Link services which currently connect to securities houses’ trading port access through customer-end software, which services include online securities services and trading services. Upon the Guidance becomes effective, we may need to adjust the current technical arrangement. Having worked with the relevant securities houses, we are prepared to operate within the requirement of the Guidance by changing our trading port access technology.

Regulation of Intellectual property rights

The State Council and the National Copyright Administration have promulgated various regulations and rules relating to protection of software in China. Under these regulations and rules, software owners, licensees and transferees should register their rights in software with the National Copyright Administration or its local offices and obtain software copyright registration certificates. The National People ’ s Congress amended the Copyright Law in 2001 and 2010 to widen the scope of works and rights that are eligible for copyright protection. The amended Copyright Law extends copyright protection to products disseminated over the Internet and computer software. We have registered all of our self-developed software with the National Copyright Administration.

PRC law requires owners of Internet domain names to register their domain names with qualified domain name registration agencies approved by MIIT and obtain a registration certificate from such registration agencies. A registered domain name owner has an exclusive use right over its domain name.

Unregistered domain names may not receive proper legal protections and may be misappropriated by unauthorized third parties. We have registered our domain name www.jrj.com with the ICANN and obtained a certificate for this domain name. ICANN is an internationally organized, non-profit corporation that is responsible for Internet Protocol (IP) address space allocation, protocol identifier assignment, generic (gTLD) and country code (ccTLD) Top-Level Domain name system management, and root server system management functions.

Regulation of website name

On October 1, 2004, the Administrative Rules on Filing of Commercial Websites for Records were promulgated by the Beijing Municipal Administration of Industry and Commerce, or Beijing AIC to replace the Implementing Measures of the Temporary Administration Rules on Filing of Commercial Website for Record promulgated by the Beijing AIC on September 1, 2000. According to The Administrative Rules on the Filing of Commercial websites, websites must comply with the following requirements:

•	filing with the Beijing AIC and obtain electronic registration marks;

•	placing the registration marks on their websites ’ homepages; and

•	registering their website names with the Beijing AIC.

CFO Fuhua and CFO Meining have registered website names, “JRJ Investment and Finance Network” and “Stockstar” with, and received electronic registration marks from Beijing AIC.

Regulation of privacy protection

PRC law does not prohibit ICPs from collecting and analyzing personal information from their users. The Standing Committee of the National People’s Congress issued the Decisions on Strengthening the Protection of Internet Information, effective on December 28, 2012 ( “ Information Protection Decisions ” ), pursuant to which, ICPs may collect users ’ personal information with the principals of legality, legitimacy and necessity and shall be consented by the users. We require our users to accept a user agreement whereby they agree to provide certain personal information to us. The Information Protection Decisions prohibit ICPs from disclosing to any third parties any information transmitted by users through their networks unless otherwise permitted by law. If an ICP violates these regulations, MIIT or its local offices may impose penalties (including fines, confiscation of revenues, revocation of permits, shut down of websites and criminal penalties, as appropriate) and the ICP may be liable for damages caused to its users.

Regulation of online advertising

The PRC government regulates advertising, including online advertising, principally through the State Administration for Industry and Commerce, although there are no national PRC laws or regulations specifically regulating online advertising business. Under the Rules for Administration of Foreign-Invested Advertising Enterprise, promulgated by the State Administration for Industry and Commerce and the Ministry of Commerce in March 2004 and amended in October 2008, foreign investors are permitted to own equity interests in PRC advertising companies. However, foreign investors of wholly foreign-owned and joint venture advertising companies are required to have at least three years and two years, respectively, of direct operations in the advertising industry outside of China. Since we have not been involved in advertising outside of China for the required number of years, we cannot hold equity interests in PRC companies engaged in advertising business directly.

On November 30, 2004, the SAIC issued the Administrative Regulations for Advertising Operation Licenses, or the Advertising Regulations, taking effect as of January 1, 2005. Pursuant to the Advertising Regulations and other related rulings, enterprises conducting online advertising activities are exempted from the previous requirement to obtain an advertising permit in addition to a business license. We proceed with our online advertising business through CFO Fuhua and CFO Meining, both of which have procured business licenses that include online advertising in their business scope.

In January 2016, the Beijing Administration of Industry and Commerce issued an oral notice to the online platforms to suspend accepting advertisements with respect to P2P and financial products. The existing advertisements falling within these categories were requested to be taken down.

Advertisers, advertising operators and advertising distributors are required by PRC advertising laws and regulations to ensure that the contents of the advertisements they prepare or distribute are true and in full compliance with applicable laws and regulations. In addition, where a special government review is required for certain categories of advertisements before publishing, the advertisers, advertising operators and advertising distributors are obligated to confirm that such review has been performed and that relevant approval has been obtained. Violation of these regulations may result in penalties, including fines, confiscation of advertising income, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleading information. In the case of serious violations, the State Administration for Industry and Commerce or its local branches may force the violator to terminate its advertising operation or even revoke its business license. Furthermore, advertisers, advertising operators or advertising distributors may be subject to civil liability if they infringe on the legal rights and interests of third parties.

The Advertisement Law of the People's Republic of China of October 27, 1994, was amended and revised for the first time by the Standing Committee of the People’s Congress on April 24, 2015, since its adoption on October 27, 1994. It was promulgated by the Order No. 22 of the President of the People's Republic of China and came into force on September 1, 2015. The revised Law brings the following significant changes to the regulatory regime for advertising activities in China, including online advertising:

•	establishing strict regulations of the scope and content of advertisements relating to the expansion of definition of “advertisements” and “advertisers”, the restrictions on advertising to children and the stringent controls over the advertising of specific products and services;
•	providing specific measures to deal with false advertising;
•	tightening rules for methods of advertising; and
•	increasing the penalties for illegal advertisements and the authorities’ powers of enforcement.

C. Organizational structure.

The following table sets forth the details of our principal subsidiaries and significant PRC-incorporated affiliates as of December 31, 2015:

	Jurisdiction of	Legal Ownership
Name	Incorporation	Interest
Fortune Software (Beijing) Co., Ltd.	PRC	100%
China Finance Online (Beijing) Co., Ltd.	PRC	100%
Shenzhen Genius Information Technology Co., Ltd.	PRC	100%
Zhengyong Information & Technology (Shanghai) Co., Ltd.	PRC	100%
Zhengtong Information & Technology (Shanghai) Co., Ltd.	PRC	100%
Beijing Fuhua Innovation Technology Development Co., Ltd. *	PRC	Nil
Beijing Chuangying Advisory and Investment Co., Ltd.*	PRC	Nil
Shanghai Meining Computer Software Co., Ltd.**	PRC	Nil
Shanghai Chongzhi Co., Ltd.*	PRC	Nil
Fortune (Beijing) Qicheng Technology Co., Ltd.*	PRC	Nil
Shenzhen Shangtong Software Co., Ltd. *	PRC	Nil
Shenzhen Newrand Securities Advisory and Investment Co., Ltd.*	PRC	Nil
Shenzhen Newrand Securities Training Center*	PRC	Nil
Shanghai Stockstar Wealth Management Co., Ltd.*	PRC	Nil
Fortune (Beijing) Huiying Investment Consulting 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
Zhengjin (Beijing) Wisdom Petroleum and Chemical Investment Management Co., Ltd. *	PRC	Nil
Zhengjin (Qingdao) Wisdom Trading Co., Ltd. *	PRC	Nil
Zhengjin (Jiangsu) Precious Metals Co., Ltd. *	PRC	Nil
iTougu (Beijing) Network Technology Co., Ltd. *	PRC	Nil
Yinglibao (Beijing) Network Technology Co., Ltd.	PRC	Nil
Shenzhen Tahoe Investment and Development Co., Ltd.*	PRC	Nil
Tibet Fortune Jinyuan Network Technology Co., Ltd. *	PRC	Nil
Shanghai Guiwo Information Technology 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 Credit Co. Limited	Hong Kong	85%

* Denotes variable interest entities or subsidiaries of variable interest entities

** On December 11, 2015, the Company signed a framework agreement to sell 90% of equity stakes in each of CFO Meining and CFO Securities Consulting. The sale of CFO Securities Consulting was closed in December 2015. The Company expects that the sale of CFO Meining will be closed in the second quarter of 2016.

***In April, 2016, the Company signed a contract to transfer the entire equity interest in iSTAR Wealth Management to a third party. The completion of this transaction was still subject to conditions, including but not limited to obtaining the approvals and consents of CSRC and SFC of Hong Kong. The closing of the proposed transfer is subject to the obtaining by the buyer of approval from Hong Kong Securities and Futures Commission and we are therefore unable to provide an estimated closing date at this stage.

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 Fuha 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 Zhengtong Information & Technology (Shanghai) Co., Ltd. (“CFO Zhengtong”) (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, CFO Newrand and Shanghai Stockstar Wealth Management Co., Ltd. (“Stockstar Wealth Management”). 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 has 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 this agreement entered into by and among Zhiwei Zhao, Jun Wang and CFO Beijing, each of Zhiwei Zhao and Jun Wang have 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 the transfer of their interest in CFO Fuhua to us or the 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 to 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. The English translation of the VIE contracts are attached as Exhibits 4.4-4.85 to this Annual Report on Form 20-F and incorporated herein by reference.

By December 2015 and as part of the reorganizations prior to the sale of 90% of equity stake in CFO Meining and 100% equity in CFO Zhongcheng to Shanghai EBI, the VIE contracts with Shanghai Stockstar Information & Technology Co., Ltd. and CFO Securities Consulting were terminated. All the equity interest in Shanghai Stockstar Information & Technology Co., Ltd. was transferred from CFO Meining, Na Zhang and Xun Zhao to other VIE entities we controlled. 90% of the equity interest in CFO Securities Consulting was transferred from CFO Meining, Jun Wang, and Zhiwei Zhao to CFO Zhongcheng, the sale of which had been closed in December 2015.

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 Sectors Operated through our VIEs

The following table sets forth the details of our variable interest entities and their respective business sectors as of December 31, 2015:

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.	Commodities brokerage services

D. Property, Plants and equipment.

Our principal executive offices as well as our subsidiaries and affiliates that locate in Beijing lease approximately 9,900 square meters. Our subsidiaries and affiliates that locate in Shanghai lease approximately 1,900 square meters. Our subsidiaries and affiliates that locate in Shenzhen lease approximately 1,900 square meters. Our subsidiaries and affiliates that locate in Chongqing lease approximately 3,900 square meters. Our subsidiaries that locate in Hong Kong lease approximately 720 square meters. We intend to seek additional office space as required for our operations as needed on commercially reasonable terms. We believe that we will be able to obtain adequate facilities, principally through the leasing of appropriate properties, to accommodate our future expansion plans.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial statements and their related notes included in this annual report on Form 20-F. This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words “expect”, “anticipate”, “intend”, “believe”, or similar language. All forward-looking statements included in this annual report are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements. In evaluating our business, you should carefully consider the information provided under the caption “Risk factors” in this annual report on Form 20-F. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties.

A. Operating Results

We launched commodities brokerage business in 2013, which was former named precious metals trading services in 2013, as part of our transition to a new business model. Our commodities brokerage affiliates’ intended scopes of business include precious metals and other commodities’ spot trading, silver product sales and financial investment advisory services. We also offer subscription-based services based on a single integrated information platform that combines financial analysis tools, real-time and historical data, news, research reports and online forums.

Our service offerings are used by and targeted at a broad range of investors in China, including individual investors managing their own money, professional investors such as institutional investors managing large sums of money on behalf of their clients and high net worth individuals, other financial professionals such as investment bankers, stock analysts and financial reporters, and middle class individuals.

Our net revenues increased by 28.3% to $107.4 million in 2015 from $83.7 million in 2014. The net income attributable to China Finance Online Co. Limited was $22.5 million in 2015, compared with net loss of $7.2 million in 2014.

Our principal capital expenditures for 2013, 2014 and 2015 consisted of primarily purchases of servers, workstations, computers, computer software, and other items related to our network infrastructure for a total of approximately $0.8 million, $3.2 million and $3.4 million, respectively.

Key factors affecting our operating results and financial condition

Some of the key factors affecting our operating results and financial condition include the following:

•	global macroeconomic uncertainties, as well as the overall performance of China’s economy;

•	the strategic transition of our core business from providing premium subscription services to developing fee-based securities investment advisory services with wealth management services;

•	performance of China’s securities markets, and user demand for market intelligence on China’s securities markets;

•	competition in the PRC financial data and information services industry, precious metal trading business and other financial services we may enter into;

•	PRC governmental policies relating to the commodities brokerage industry and security advisory consulting industry;

•	possible non-cash goodwill, intangible assets and investment impairment may adversely affect our net income;

•	contribution of alternative revenue resources such as revenues from online advertising;

•	seasonality associated with the level of activity of our users and subscribers and the trading activities of China’s securities markets;

•	tax refund from the PRC tax authorities for value-added-taxes we are required to pay on the sale of subscriptions to our service packages;

•	other tax incentives we receive from PRC tax authorities resulting from CFO Meining (the sale of 90% of equity interest in CFO Meining is expected to be closed in the second quarter of 2016) and CFO Genius being the HNTE companies; CFO Tibet being the preferential tax rate for enterprises in Tibet;

•	our cost structure, including, in particular, our cost for commission paid, raw data, bandwidth costs and personnel-related expenses;

•	the desirability of our service packages relative to other products and offerings available in the market;

•	our ability to benefit from the contractual arrangements with CFO Newrand, CFO Fuhua, CFO Chongzhi, CFO Qicheng, and Stockstar Wealth Management and other VIEs; and

•	PRC regulatory policies.

We derive revenues primarily from our commodities brokerage services, subscription fees from subscribers to our financial data and information services. We are developing our capacity in the securities investment advisory and wealth management services. The level of public interests in investing in China ’ s commodities brokerage and securities market could significantly influence our business.

To a lesser extent, we also derive revenues through advertisement sales on our website, which contributed $7.0 million in 2015, a decrease of 13.9% from the $8.2 million contributed in 2014. Revenues from advertising accounted for 6.5% of our net revenues in 2015. We allocated most of our advertising inventories to promote our own product and services offerings, and hence online advertising was not considered a core service line of our business in 2015. Our gross revenues also include the benefit of a refund from the PRC tax authorities for VAT, which we are required to pay on the sale of subscriptions to our service packages. We receive these refunds from the PRC tax authorities as part of the PRC government ’ s policy of encouraging software development in the PRC. There is generally a one-month lapse between the time we complete a sale and pay the VAT on that sale and the time we receive the refund. The VAT refund policy was reconfirmed pursuant to the Notice on VAT Policy for Software Products, effective from January 1, 2011, jointly promulgated by the Ministry of Finance and the State Administration of Taxation on October 13, 2011, or Caishui Circular 100. We recognized approximately $0.3 million in revenue for VAT refunds in 2015. Although the Notice on VAT Policy for Software Products does not specify policy expiration date, in the event that the preferential tax treatment for them is discontinued, these entities will become subject to the standard tax rate at 17%, which materially increase our tax obligations.

Gross revenues

We launched commodities brokerage services in 2013, which was part of our transition to a new business model. We generate commission income and trading revenues from our clients ’ commodities trading. We also generate subscription fee revenues from the sales of the financial information and investment advisory services.

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 on certain revenues from commodities brokerage services, depending on the judgments of difference taxation authorities.

Starting from 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 mobile value added services revenue and certain subscription revenues started to be subject to VAT tax. These 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, 2015
	PRC		Hong Kong		Total
Commodities brokerage revenues	$	79,702,654	$	-	$	79,702,654
Hong Kong brokerage services revenues		-		3,149,063		3,149,063
Subscription services and other related services revenues		24,553,049		-		24,553,049
Total revenues from external customers	$	104,255,703	$	3,149,063	$	107,404,766

	Years ended December 31, 2014
	PRC		Hong Kong		Total
Commodities brokerage revenues	$	60,091,117	$	-	$	60,091,117
Hong Kong brokerage services revenues		-		4,610,516		4,610,516
Subscription services and other related services revenues		18,994,252		-		18,994,252
Total revenues from external customers	$	79,085,369	$	4,610,516	$	83,695,885

	Years ended December 31, 2013
	PRC		Hong Kong		Total
Commodities brokerage 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

Cost of revenues

A large portion of costs of revenues are commission paid to sales agents of our financial services business and website maintenance expenses, which consist of bandwidth costs, personnel-related expenses, rent and content expenses for our jrj.com and stockstar.com websites. Cost of revenues accounted for 24.3% and 18.4% of our net revenues in 2014 and 2015, respectively.

Rebates. We paid rebates to the financial advisors of our “iTougu” business, generally on a “50:50” basis. The rebates paid were $7.3 million in 2015, constituting 36.8% of our cost of revenues.

Commission paid. Commission paid is the commission rebates paid to the account executives of our Hong Kong brokerage business and the commissions paid to the sales agents of our commodities brokerage business. Commission paid constituted 25.6% of our cost of revenues in 2015.

Rent. Rent attributable to cost of revenues reflects that portion of our rent expense that is directly used in the provision of our web content. We allocate rent to cost of revenues to the extent the space is occupied by our web content personnel.

Bandwidth Costs. Bandwidth fees are the fees we pay to Internet Data Center, or the IDC, for telecommunications services and for hosting our servers. We expect our bandwidth costs, as variable costs, to increase with the traffic on our websites. Our bandwidth costs could also increase if the IDC increase their service charges. Our bandwidth fees constituted 9.0% of our cost of revenues in 2015.

Cost of raw data. Our cost of raw data consists of fees we pay to the stock exchanges and our other data providers pursuant to our commercial agreements with those parties. These contracts are typically for a fixed rate, and regard to the level of use, for a term, typically less than three years, depending on the provider. Our cost of raw data is likely to be our most variable element of cost of revenues. Our cost of raw data is expected to increase:

•	if we enter into additional commercial agreements for purchasing data from new sources or if we obtain different or additional data from existing sources; or

•	due to rate increases we may experience in the future upon renewal of our existing agreements.

Salary and compensation. Salary and compensation expenses include wages, bonuses and other benefits, including welfare benefits. Salary and compensation included in our cost of revenues relate to our web content personnel.

Operating expenses

Our operating expenses consist of general and administrative expenses, product development expenses, sales and marketing expenses and impairment loss of intangible assets and goodwill, if any. Share-based compensation expenses are reported within each of the operating expense financial statement line items, as appropriate.

General and administrative expenses. General and administrative expenses primarily consist of salary and compensation for our general management, finance and administrative personnel, share-based compensation expenses, rent, professional services fees and other expenses, including travel and other general business expenses, office supplies and depreciation for general office furniture and equipment.

Product development expenses. Our product development expenses primarily consist of salary and compensation expenses of personnel engaged in the research, development and implementation of our new service offerings, rent and depreciation of equipment attributable to our product development efforts.

Sales and marketing expenses. Our sales and marketing expenses primarily consist of salary and compensation for our sales and marketing personnel, as well as the marketing promotion fees.

Stock option plans and nonvested shares

We adopted the 2004 Stock Incentive Plan, or the 2004 Plan, in January 2004, and amended it in September 2004, August 2006, June 2009, and June 2010, respectively. As of January 2 2014, selected employees and executives have been granted restricted shares of an aggregate 1,100,240 ordinary shares with the certificates evidencing the shares shall only be issued to the participant if and when the applicable restrictions on the restricted shares lapse in accordance with the terms of the agreement and the 2004 Plan. The 2004 Plan has expired on January 3, 2014, which is the 10 ^th anniversary of the effective date of the 2004 Plan.

We adopted the 2007 Stock Incentive Plan, or the 2007 Plan, in July 2007. On July 2, 2007, we granted restricted stock awards covering 10,558,493 of our ordinary shares under the 2007 Plan to our employees who are eligible for the 2007 Plan. The vesting of the restrictive stock is subject to us achieving certain financial performance targets stated in the 2007 Plan. In 2009, in light of the significant global economic downturn and its impact on our performance, our board amended the terms of these grants to extend the performance period and the vesting schedule for an additional three years ending on December 31, 2012. Based on the Company’s operating performance during 2008 and 2009, 8,658,048 shares were vested as of December 31, 2010.

In June 2014, the Annual General Meeting approved the amendment to the 2007 Plan and the Restricted Stock Issuance and Allocation Agreement of 2007 Plan. Pursuant to such agreement, together with the remaining 1,900,445 ordinary shares which were not vested due to the operating performance targets under 2007 Plan not being achieved, 3,000,000 ordinary shares were collectively granted to the employees who were eligible. The fair value of a nonvested share on the grant date was measured at the quoted market price of the Company's equity shares. The nonvested shares shall become activated and vest during the period commencing from the grant date and ending on December 31, 2016 based on the Company's achievement of the performance targets. As of December 31, 2015, all the 3,000,000 ordinary shares were activated based on the Company’s operating performance in 2015. The share-based compensation expenses relating to the nonvested shares recognized were $1,476,000.

On November 1, 2010, iSTAR Financial Holdings granted restricted stock awards representing 15% of its ordinary shares pursuant to the 2010 Equity Incentive Plan of iSTAR Financial Holdings to awardees who are eligible to participate in the plan. In connection with such awards, we transferred 15% of the ordinary shares of iSTAR Financial Holdings to an entity representing the eligible awardees. In order to bind those awardees together to promote the common interests of the awardees, iSTAR Financial Holdings and the Company, the ordinary shares were transferred to, and are held by, Hopewin Asia Limited, which was incorporated in BVI, on behalf of and exclusively for the benefit of the whole group of awardees eligible to participate in the plan. We believe such incentive plan will attract, maintain and motivate our team, and we believe the plan is in our best interests and the best interests of our stockholders.

In July 2014, the Company adopted the 2014 stock incentive plan (the "2014 Plan") which allows the Company to offer a variety of incentive awards to employees, directors, officers and other eligible persons in the Group, and consultants and advisors outside the Group. The maximum number of ordinary Shares that may be delivered pursuant to awards granted to eligible persons under 2014 Plan during calendar year 2014 is equal to 5,000,000 ordinary shares; provided, that, as of January 1 of each calendar year thereafter during the term of 2014 plan, the maximum number of ordinary shares that may be delivered pursuant to awards granted to eligible persons under 2014 Plan shall be increased by 3,000,000 Ordinary Shares. As a result, the total number of ordinary shares authorized under the 2014 Plan was 8,000,000 as of December 31, 2015. During the year of 2015, 3,920,000 ordinary shares were granted under 2014 Plan. As of December 31, 2015, 31,400 shares were available for future grant of awards.

On July 1, 2014, Shanghai Shangtong Co., Ltd. (“CFO Shangtong”) and Fortune Zhengjin Co., Ltd. (“Fortune Zhengjin”, Formerly known as “Huifu Jinyuan Co., Ltd.”), two affiliates of the Company, entered into a series of contractual arrangement with selected employees of the Group. Pursuant to the agreement, these employees were granted 10% restricted shares of CFO Shangtong and Fortune Zhengjin. The vesting of the restricted shares is subject to rendering service to the Company for five years. On July 1, 2015, Fortune Zhengjin entered into another contractual arrangement to grant 8% restricted shares of Fortune Zhengjin to selected employees of the Group. CFO Tahoe also entered an arrangement with selected employees of the Group. Pursuant to the agreement, these employees were granted 1.95% restricted shares of CFO Tahoe.

We believe such incentive plan will attract, maintain and motivate our team, and we believe the plan is in our best interests and the best interests of our stockholders.

Taxation

Hong Kong Profits Tax

We and our subsidiaries established in Hong Kong, including iSTAR Securities, iSTAR Futures, iSTAR Wealth Management, iSTAR Credit and other eight subsidiaries are subject to the uniform tax rate of 16.5% in Hong Kong. In addition, companies who incorporated outside of Hong Kong and carried on a trade, profession or business in Hong Kong were also subject to Hong Kong profit tax in respect of their profits arising in or derived from Hong Kong. The profits derived from outside Hong Kong are exempted from Hong Kong profits tax, and there are no withholding taxes in Hong Kong on remittance of dividends. In 2013, 2014 and 2015, the income tax expenses charged in Hong Kong are $nil, nil and nil respectively.

PRC Enterprise Income Tax

In 2008, the Ministry of Science and Technology, the Ministry of Finance and the State Administration of Taxation jointly issued the Administrative Measures on the Recognition of High and New Technology Enterprises, or the Recognition Rules, which stipulates that the provincial counterparts of the Ministry of Science and Technology, the Ministry of Finance and the State Administration of Taxation shall jointly determine an enterprise’s qualification as a high and new technology enterprise under the EIT Law by considering, among other factors, ownership of its core technology, the scope of its high and new technology, the ratios of technical personnel and research and development (R&D) personnel to total personnel, the ratio of R&D expenditures to annual sales revenues, the ratio of revenues attributed to high and new technology products or services to total revenues, and other measures set forth in relevant guidance. The HNTE qualification is valid for a term of three years and is subject to application for renewal thereafter. CFO Meining and CFO Genius all successfully renewed their HNTE qualification in 2014 and 2015, respectively, and enjoyed a preferential tax rate of 15% for another three years.

Withholding Tax

The EIT Law provides that a maximum income tax rate of 20% may be applicable to dividends payable to non-PRC investors that are “non-resident enterprises” to the extent such dividends are derived from sources within the PRC, and the State Council has reduced such rate to 10% through the implementation regulations unless any such non-PRC investor’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. We are a Hong Kong incorporated company and substantially all of our income may be derived from dividends we receive from our operating subsidiaries located in the PRC. According to Mainland and Hong Kong Special Administrative Region Arrangement on Avoiding Double Taxation or Evasion of Taxation on Income agreed between the Mainland and Hong Kong Special Administrative Region in August 2006, dividends payable by a subsidiary located in the PRC to the company in Hong Kong who directly holds at least 25% of the equity interests in the subsidiary will be subject to a maximum 5% withholding tax under certain conditions. Since the preferential withholding tax is subject to the approval from competent taxation authorities in PRC, it remains uncertain whether our company in Hong Kong actually would be able to enjoy preferential withholding taxes for dividends distributed by our subsidiaries in China. If we are not able to enjoy the preferential withholding taxes and the tax rate may be 10% for dividends distributed by our subsidiaries, it will materially and adversely affect the amount of dividends, if any, we may pay to our shareholders and ADS holders.

If our PRC subsidiaries declare and distribute profits earned after January 1, 2008 to us in the future, such dividend payments will be subject to withholding tax, which will increase our tax liabilities and reduce the amount of cash available to our company.

Tax Residence

Under the PRC Enterprise Income Tax Law and its Implementing Rules, an enterprise established outside of the PRC with “de facto management bodies” within the PRC is considered a resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its worldwide income. The Implementing Rules define the term “de facto management bodies” as “establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise”.

On April 22, 2009, the State Administration of Taxation, or the SAT, issued the Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprise on the Basis of De Facto Management Bodies, or SAT Circular 82, which provided certain specific criteria for determining whether the “de facto management body” of a Chinese-controlled offshore- incorporated enterprise is located in China. In addition, the SAT issued the Bulletin 45 on July 27, 2011 to provide more guidance on the implementation of the above circular with an effective date to be September 1, 2011. The Bulletin 45 made clarification in the areas of resident status determination, post-determination administration, as well as competent tax authorities. It also specifies that when provided with a copy of PRC tax resident determination certificate from a resident PRC -controlled offshore incorporated enterprise, the payer should not withhold 10% income tax when paying the PRC-sourced dividends, interest or royalties to the PRC-controlled offshore incorporated enterprise.

Although SAT Circular 82 and the Bulletin 45 only apply to offshore enterprises controlled by PRC enterprises, not those controlled by PRC individuals, the determining criteria set forth in SAT Circular 82 and the administration clarification made in Bulletin 45 may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or individuals. Accordingly, we may be considered a resident enterprise and may therefore be subject to the enterprise income tax at 25% on our worldwide income. If we are considered a resident enterprise and earn income other than dividends from our PRC subsidiary, a 25% enterprise income tax on our worldwide income could significantly increase our tax burden and materially and adversely affect our cash flow and profitability.

Transition from Business Tax to Value Added Tax

Starting from 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. With the adoption of Pilot Program, our advertising-related revenues and certain subscription revenues were subject to VAT tax at rates ranging from 3% to 6%. These revenues were recognized after deducting VAT and other related surcharges.

The implementation of the Pilot Program has not had a significant impact on our consolidated statements of comprehensive income for the year ended December 31 2015.

Critical accounting policies and Estimates

We prepare our financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the financial reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements as their application places the most significant demands on our management ’ s judgment.

Revenue recognition . We charge subscription fee to our individual investors of “iTougu” and institutional subscribers for the right to use our service packages. For “iTougu” provided to individual investors, service fee is paid in full prior to the delivery of our service packages. With a monthly fee, individual investors could receive stock picking advices and review their mentors’ current investment portfolios and living trading records as well. We began to recognize revenue over the service period upon activation of the investors’ subscription. Services fees that have been paid but not yet recognized are recorded as deferred revenue on our balance sheets. Deferred revenue is reduced proportionately as revenue is recognized ratably over the service period.

We derive advertising fees from advertising sales on our website principally for fixed periods of time, which are generally less than one year. We recognize advertising fees ratably over the periods during which the advertisements are displayed on our website.

We also derive commission from brokerage services provided by iSTAR Securities and iSTAR Futures, which buy or sell securities and future contracts on their customers ’ behalf. The commission income is recognized on a trade date basis as transactions occur.

Through our commodities brokerage business, our customers could buy or sell the products provided by the exchanges. We derive commission from their trading volumes. The commission income is recognized on a trade basis. In addition, we acted as one of the market makers of the commodities exchanges. We commit to accept all the trade executions by offering to buy or sell trading products from/to our clients. As a counterparty of our clients’ dealing, we may earn trading gains or incur trading losses, depending on market conditions. Trading revenues, net, are recognized on a trade basis too, when trades are executed. Unrealized gains/losses on open positions are marked to market at period end. Trading revenues, net, which comprise both realized and unrealized gains and losses, are recognized on a net basis in the Statement of Comprehensive Income.

Income taxes. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net operating loss carry forwards and credits by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. The valuation allowance is based on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets will be recoverable. In the event that actual results differ from these estimates or we adjust these estimates in future periods, we may need to establish an additional valuation allowance, which could materially impact our financial position and results of operations.

Uncertainties exist with respect to how the EIT Law applies to our overall operations, and more specifically, with regard to our tax residency status. The EIT Law includes a provision specifying that legal entities organized outside of the PRC will be considered residents for PRC income tax purposes if their place of effective management or control is within the PRC. The implementation rules to the EIT Law provide that non-resident legal entities will be considered PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, among others, occur within the PRC. Despite the present uncertainties resulting from the limited PRC tax guidance on the issue, we do not believe that our legal entities organized outside of the PRC should be treated as residents under EIT Law. If one or more of our legal entities organized outside of the PRC were characterized as PRC tax residents, the impact would adversely affect our results of operation. See “Item 3. Key Information—D. Risk Factors—Risks Relating to doing business in the People ’ s Republic of China—We may be deemed a PRC resident enterprise under the EIT Law and be subject to the PRC taxation on our worldwide income”.

The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes.

Share-based compensation . Share-based compensation with employees is measured based on the grant date fair value of the equity instrument, we recognizes the compensation costs net of a forfeiture rate using straight-line method or graded vesting attribution method, over the requisite service period of the award, which is generally the vesting period of the award. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change.

The fair values of our option awards granted to employees were estimated on the date of grant using Black-Scholes option-pricing model that uses assumptions including the fair value of the ordinary shares underlying the options, expected volatility, risk-free interest rate, expected option life, expected dividend yield and exercise price. Risk-free interest rate was estimated based on the yield to maturity of treasury bonds of the United States with a maturity period close to the expected term of the options. The dividend yield was estimated by the company based on its expected dividend policy over the expected term of the options. Options are generally granted at an exercise price equal to the fair market value of the company’s shares at the date of grant.

The volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility of the company over the past years. The expected life was estimated based on historical information.

The fair value of our restricted shares granted to employees was equal to the fair market value of our shares at the date of grant.

The fair value of the stock options and restricted shares is remeasured as of the end of each reporting period until the services of these non-employees are complete under the service contracts.

For the nonvested shares granted with performance condition, share-based compensation expense is recognized based on the probable outcome of the performance condition. A performance condition is not taken into consideration in determining fair value of the nonvested shares granted.

Cost method investment . For investments in an investee over which we do not have significant influence, we carry the investment at cost and recognize income as any dividends declared from distribution of investee ’ s earnings. We review the cost method investments for impairment whenever events or changes in circumstances indicate that the carrying value may no longer be recoverable. An impairment loss is recognized in earnings equal to the difference between the investment ’ s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made.

In 2012 and 2013, the Group made a cost method investment to Beijing Cowboy Network Technology Co., Ltd. for a total consideration of $1,138,899. In 2015, the Group sold all its equity interests in Beijing Cowboy Network Technology Co., Ltd. to a third party. The gain recorded in this disposal was $4.6 million. In 2014, the Group made another cost method investment of $81,064 to daokoudai.com .

In December 2015, the Group signed a framework agreement to sell 90% equity stake in CFO Meining and related businesses to a third party. As part of the framework, the sale related to the equity of CFO Securities Consulting was completed in December 2015. The Group’s retained 10% noncontrolling investment was recorded as cost method investment as the Group lost control over CFO Securities Consulting. After remeasurement, the cost method investment in CFO Securities Consulting was recorded as $477,393.

In 2014, the Company sold its equity interests in Ocean Butterflies Holdings Inc. to a third party, which was fully impaired as of December 31, 2011. Gains from the disposal of cost method investment recognized in the consolidated statement of comprehensive income for the year ended December 31, 2014 was $4,337,736, which was fully collected as of December 31, 2015. The total carrying balance of such cost method investments were $554,392 as of December 31, 2015. There was no impairment loss of the Group’s cost method investment.

Equity method investment. For investments in an investee over which we do have significant influence but lack control, we carry the investment at cost and subsequently adjust the carrying amount of the investment to our proportionate share of each equity investee’s net income or loss. We review the equity method investments for impairment whenever events or changes in circumstances indicate that the carrying value may no longer be recoverable. An impairment loss is recognized in earnings equal to the difference between the investment ’ s carrying amount and its fair value at the balance sheet date of the reporting period for which the assessment is made.

In June 2015, the Group paid $307,996 to acquire 20% share interest of Beijing Niucai Technology Co., Ltd. In December 2015, the Group entered a contractual arrangement with third parties to transfer its 15% equity interests in Aishang (Beijing) Fortune Technology Co., Ltd. ("CFO Aishang"), which was previously owned 55% equity interests by the Company. The fair value of the 40% retained noncontrolling investment of $985,586 was recognized in the consolidated balance sheets at the disposal date, based on the valuation performed by a third party.

The Company recognized equity method investment losses of $66,970 in the consolidated statement of comprehensive income for the year ended December 31, 2015. The carrying balance of equity method investment was $1,228,269 as of December 31, 2015.

Impairment of goodwill and indefinite-lived intangible assets. The excess of the purchase price over the fair value of net assets acquired is recorded on the consolidated balance sheet as goodwill.

We complete a two-step goodwill impairment test. The first step is to compare the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step is to compare the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Based on the valuation performed by a third party appraiser as of June 1, 2014 due to the business restructure, we recorded $8,149,525 goodwill impairment losses in relation to the reporting unit of subscription services and other related services for the years ended December 31, 2014 due to management’s estimation of the expected future cash flows associated with these assets were insufficient to recover their carrying values.

The impairment test for other intangible assets not subject to amortization consists of a comparison of the fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair values of intangible assets not subject to amortization are determined using various discounted cash flow valuation methodologies. A loss from impairment of intangible of $250,360 was recorded in the year ended December 31, 2015.

In applying the income approach to the valuation of product sales unit, the discounted cash flow methodology was used. The following are critical assumptions in determining the fair value of the reporting unit related to investment advisory services in 2015:

•	The revenue growth is projected at a compound annual growth rate, or CAGR. The CAGR of the reporting unit is approximately 5.1% for 2016 through 2020, which is within the range of comparable companies at the time of valuation.

•	Operating expenses, including selling expenses, R&D expenses and general and administrative expenses, as a percentage of sales is expected to remain stable.

•	To maintain normal operations, capital expenditures are estimated to be around 3% of revenue for each of the four reporting units, respectively.

•	The working capital requirement is estimated based on main accounts turnover days.

•	A perpetual growth rate after 2020 is assumed to be at 3% per year for each of the four reporting units.

The weighted average cost of capital, or WACC, used in the calculation is 18% for the reporting unit.

Estimates of fair value result from a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions at a point in time. The judgments made in determining an estimate of fair value can materially impact our results of operations. The valuations are based on information available as of the impairment review date and are based on expectations and assumptions that have been deemed reasonable by management. Any changes in key assumptions, including unanticipated events and circumstances, may affect the accuracy or validity of such estimates and could potentially result in an impairment charge.

Impairment of long-lived assets with definite lives. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, we compare the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and our eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, we would recognize an impairment loss based on the fair value of the assets. Due to the business restructure, a third party appraiser performed the valuation as of June 1, 2014. We recorded $1,802,125 impairment losses in relation to the long-lived assets with definite lives for the year ended December 31, 2014. No impairment loss was recorded for the long-lived assets with definite lives in 2015.

Results of operations

The following table sets forth certain information relating to our results of operations, and our consolidated statements of operations as a percentage of net revenues, for the periods indicated:

	For the year ended December 31,
(in thousands of U.S. dollars, except as % of net revenues)	2013					2014					2015
Consolidated statement of comprehensive income (loss) data:
Gross revenues	$	53,336		101.1	%	$	85,122		101.7	%	$	109,069		101.5	%
Business tax		(598	)	(1.1	)		(1,426	)	(1.7	)		(1,664	)	(1.5	)
Net revenues		52,738		100.0	%		83,696		100.0	%		107,405		100.0	%
Cost of revenues		(10,570	)	(20.0	)		(20,353	)	(24.3	)		(19,739	)	(18.4	)
Gross profit		42,168		80.0			63,343		75.7			87,666		81.6
Operating expenses:
General and administrative		(15,210	)	(28.9	)		(17,592	)	(21.0	)		(17,994	)	(16.8	)
Product development		(9,033	)	(17.1	)		(11,148	)	(13.3	)		(10,739	)	(10.0	)
Sales and marketing		(30,588	)	(58.0	)		(43,761	)	(52.3	)		(46,474	)	(43.3	)
Loss from impairment of intangible assets		-		-			(1,802	)	(2.2	)		(250	)	(0.2	)
Loss from impairment of goodwill		-		-			(8,150	)	(9.7	)		-		-
Total operating expenses		(54,831	)	(104.0	)		(82,453	)	(98.5	)		(75,457	)	(70.3	)
Government subsidies		11		-			659		0.8			252		0.2
Income (loss) from operations		(12,652	)	(24.0	)		(18,451	)	(22.0	)		12,461		11.6
Interest income		1,341		2.5			4,044		4.8			2,648		2.5
Interest expense		(197	)	(0.4	)		(12	)	0.0			(1	)	(0.0	)
Exchange gain (loss), net		557		1.1			(112	)	(0.1	)		(766	)	(0.7	)
Gain on the interest sold and retained noncontrolling investment		-		-			-		-			10,000		9.3
Gain from sale of cost method investment		-		-			4,338		5.2			4,648		4.3
Equity method investment income (loss)		2,774		5.3			-		-			(67	)	(0.1	)
Short-term investment income		132		0.3			58		0.1			216		0.2
Other income (expense), net		(29	)	(0.1	)		18		0.0			(937	)	(0.9	)
Income (loss) before income tax expense		(8,074	)	(15.3	)		(10,117	)	(12.1	)		28,202		26.3
Income tax expense		(100	)	(0.2	)		(514	)	(0.6	)		(1,384	)	(1.3	)
Net income (loss)		(8,174	)	(15.5	)		(10,631	)	(12.7	)		26,818		25.0
Less: net income (loss) attributable to noncontrolling interests		399		0.8			(3,463	)	(4.1	)		4,335		4.0
Net income (loss) attributable to China Finance Online Co. Limited		(8,573	)	(16.3	%)		(7,168	)	(8.6	%)		22,483		20.9	%

Year ended December 31, 2015 compared to year ended December 31, 2014

Revenues

Our gross revenues increased by 28.1% from $85.1 million in 2014 to $109.1 million in 2015. The increase was mainly due to the gross revenues of $80.1 million provided by our commodities brokerage services in 2015, compared with $61.1 million in 2014.

Our business taxes and related surcharges attributable to our gross revenues increased from $1.4 million in 2014 to $1.6 million in 2015. After taking into account business taxes and related surcharges attributable to our gross revenues, our net revenues increased by 28.3% to $107.4 million in 2015 from $83.7 million in 2014.

This increase was mainly due to the net revenues provided by our commodities brokerage services. Our net revenues derived from our financial services, which include commodities brokerage and Hong Kong brokerage-related services, increased to $82.9 million in 2015 from $64.7 million in 2014, representing 77.1% and 77.3% of our total net revenues for each year.

Our net revenues derived from our financial information and advisory business, which included subscription fees from individual customers and institutional customers, increased by 66.1% from $10.4 million to $17.2 million in 2015. The increase was mainly due to we continued our strategic transition efforts by launching an investment advisory service platform, “Investment Masters” (“iTougu”), designed to provide securities investment advisors and their clients a real-time communication channel, where messages, market analytics, research report and investment strategies are exchanged.

Our advertising revenues decreased to $7.0 million in 2015 from $8.2 million in 2014, representing 6.5% and 9.7% of total net revenues for each year.

Cost of revenues

Our cost of revenues in 2015 decreased by 3.0% to $19.7 million from $20.4 million in 2014, primarily due to the commission paid to our sales agents related to our commodities brokerage business.

Gross profit

As a result of the foregoing, our gross profit increased by 38.4% to $87.7 million in 2015 from $63.3 million in 2014.

Operating expenses

Our operating expenses decreased by 8.5% to $75.5 million in 2015 from $82.5 million in 2014. Operating expenses as a percentage of net revenues decrease to 70.3% in 2015 from 98.5% in 2014.

General and administrative. Our general and administrative expenses increased by 2.3% to $18.0 million in 2015 from $17.6 million in 2014. The increase in general and administrative expenses was mainly attributable to the share-based compensation expenses. Our general and administrative expenses as a percentage of net revenues decreased to 16.8% in 2015 from 21.0% in 2014.

Product development. Our product development expenses decreased by 3.7% to $10.7 million in 2015 from $11.1 million in 2014. The decrease in product development expenses was mainly due to the depreciation and share-based compensation expenses. Our product development expenses decreased as a percentage of net revenues to 10.0% in 2015 from 13.3% in 2014. We expect to continue investing in iTouGu as part of its long-term strategic goal of providing retail investors with a one-stop solution for their investment needs.

Sales and marketing. Our sales and marketing expenses increased by 6.2% to $46.5 million in 2015 from $43.8 million in 2014. This was primarily due to the headcount related expenses and marketing, promotion expenses related to our commodities brokerage business. Our sales and marketing expenses as a percentage of net revenues decreased to 43.3% in 2014 from 52.3% in 2014.

Loss from impairment of intangible assets. Our loss from impairment of intangible assets was $0.3 million in 2015, compared to a loss from impairment of $1.8 million in 2014.

Income (loss) from operations

Our income from operations was $12.5 million compared to an operating loss of $18.5 million in 2014, and our operating margin was 11.6% in 2015, compared that of negative 22.0% in 2014.

Interest income

Our interest income decreased by 34.5% to $2.6 million in 2015 from $4.0 million in 2014, mainly due to the loan to Langfang Developer.

Interest expense

Our interest expense decreased by 91.7% to $1,000 in 2015 from $12,000 in 2014.

Gain on the interest sold and retained noncontrolling investment

We recorded a gain on the interest sold and the retained noncontrolling investment of $10.0 million in the consolidated statement of comprehensive income for the year ended December 31, 2015. We disposed our 100% equity interests in CFO Zhongcheng which owns 90% equity interests in CFO Securities Consulting, and also transferred our 15% equity interests in Aishang (Beijing) Fortune Technology Co., Ltd. ("CFO Aishang"), which we previously owned 55% equity interests, to third parties in 2015.

Gain from sale of cost method investment

In 2015, the Group sold a cost method investment in Beijing Cowboy Network Technology Co., Ltd. to third parties, which was acquired during 2012 and 2013, and recognized a gain from the sale of cost method investment of $4.6 million in 2015.

Short-term investment income

Our gain from short-term investments, which are classified as trading securities, held-to-maturity or available-for-sale decreased to $0.2 million in 2015 from $58,000 in 2014.

Income tax expense

Our income tax expense was $1.4 million in 2015 compared to an income tax expense was $0.5 million in 2014.

Net income (loss) attributable to the Company

Our net income attributable to the Company was $22.5 million in 2015 compared to a net loss attributable to the Company of $7.2 million in 2014, and our net income margin was 20.9% in 2015, and negative 8.6% in 2014.

Year ended December 31, 2014 compared to year ended December 31, 2013

Revenues

Our gross revenues increased by 59.6% from $53.3 million in 2013 to $85.1 million in 2014. The increase was mainly due to the gross revenues of $61.1 million provided by our precious metals trading services in 2014, compared with $30.3 million in 2013.

Our business taxes and related surcharges attributable to our gross revenues increased from $0.60 million in 2013 to $1.4 million in 2014. After taking into account business taxes and related surcharges attributable to our gross revenues, our net revenues increased by 58.7% to $83.7 million in 2014 from $52.7 million in 2013.

This increase was mainly due to the net revenues provided by our precious metals trading services we launched in 2013. Our net revenues derived from our financial services, which include brokerage-related and precious metals trading services, increased to $64.7 million in 2014 from $33.5 million in 2013, representing 77.3% and 63.6% of our total net revenues for each year. Our advertising revenues increased to $8.2 million in 2014 from $6.8 million in 2013, representing 9.7% and 12.9% of total net revenues for each year.

Our net revenues derived from our financial information and advisory business, which included subscription fees from individual customers and institutional customers, decreased by 6.9% from $11.1 million to $10.4 million in 2014. The decrease was mainly due to the Group ’ s strategic business transition that the Group no longer accepted new paid subscribers or renewals for its premium individual subscription service, and the plunging stock market in China.

Cost of revenues

Our cost of revenues in 2014 increased by 92.6% to $20.4 million from $10.6 million in 2013, primarily due to the commission paid to our sales agents related to our precious metals trading business.

Gross profit

As a result of the foregoing, our gross profit increased by 50.2% to $63.3 million in 2014 from $42.2 million in 2013.

Operating expenses

Our operating expenses increased by 50.4% to $82.5 million in 2014 from $54.8 million in 2013, primarily due to the loss from impairment of intangible assets and goodwill resulting from business restructure. Operating expenses as a percentage of net revenues decrease to 98.5% in 2014 from 104.0% in 2013.

General and administrative. Our general and administrative expenses increased by 15.7% to $17.6 million in 2014 from $15.2 million in 2013. The increase in general and administrative expenses was primarily due to the increase in headcount related expenses and share-based compensation expenses. Our general and administrative expenses as a percentage of net revenues decreased to 21.0% in 2014 from 28.9% in 2013.

Product development. Our product development expenses increased by 23.4% to $11.1 million in 2014 from $9.0 million in 2013, mainly due to the increase in headcount related expenses. Our product development expenses decreased as a percentage of net revenues to 13.3% in 2014 from 17.1% in 2013.

Sales and marketing. Our sales and marketing expenses increased by 43.1% to $43.8 million in 2014 from $30.6 million in 2013. This was primarily due to the headcount related expenses and marketing, promotion expenses related to our precious metals trading services we launched in 2013. Our sales and marketing expenses as a percentage of net revenues decreased to 52.3% in 2014 from 58.0% in 2013.

Loss from impairment of intangible assets. Our loss from impairment of intangible assets was $1.8 million in 2014.

Loss from impairment of goodwill. Our loss from impairment of goodwill was $8.2 million in 2014.

Loss from operations

Our loss from operations was $18.5 million compared to an operating loss of $12.7 million in 2013, and our operating margin was negative 22.0% in 2014, compared that of negative 24.0% in 2013.

Interest income

Our interest income increased by 201.6% to $4.0 million in 2014 from $1.3 million in 2013, mainly due to the loan to Langfang Developer.

Interest expense

Our interest expense decreased by 93.9% to $12,000 in 2014 from $0.2 million in 2013.

Gain from sale of cost method investment

In 2014, we sold our equity interests in Ocean Butterflies Holdings Inc. to a third party, which was fully impaired as of December 31, 2011. Our gain from sales of cost method investments was $4.3 million in 2014.

Short-term investment income

Our gain from short-term investments, which are classified as trading securities, held-to-maturity or available-for-sale decreased to $58,000 in 2014 from $0.1 million in 2013.

Income tax expense

Our income tax expense was $0.5 million in 2014 compared to an income tax expense was $0.1 million in 2013.

Net loss attributable to the Company

Our net loss attributable to the Company was $7.2 million in 2014 compared to a net loss attributable to the Company of $8.6 million in 2013, and our net income margin increased to negative 8.6% in 2014 from negative 16.3% in 2013.

B. Liquidity and capital resources.

Cash flows and working capital

As of December 31, 2015, we had approximately $85.7 million in cash and cash equivalents. Our cash and cash equivalents primarily consist of cash on hand. We generally deposit our excess cash in interest-bearing bank accounts.

The following table shows our cash flows with respect to operating activities, investing activities and financing activities in 2013, 2014 and 2015:

	For the year ended December 31
(in thousands of U.S. dollars)	2013			2014			2015
Net cash provided by operating activities	$	159		$	1,172		$	19,817
Net cash provided by (used in) investing activities		7,578			(4,598	)		40,558
Net cash used in financing activities		(12,138	)		(372	)		(5,592	)
Net increase (decrease) in cash and cash equivalents		(4,535	)		(3,832	)		53,195
Cash and cash equivalents at beginning of year		40,906			36,371			32,539
Cash and cash equivalents at end of year	$	36,371		$	32,539		$	85,734

Net cash provided by operating activities for 2015 was $19.8 million, compared to $1.2 million in 2014 and $159,000 in 2013. The increase of net cash provided by operating activities was primarily due to the increase in cash receipt from commodities brokerage services.

Net cash provided by investing activities was $40.6 million in 2015, compared to net cash used in investing activities was $4.6 million in 2014. The increase in cash provided by investing activities was primarily due to (i) the collection of $8.5 million from disposal of 100% equity interest in CFO Zhongcheng, 90% equity interest in CFO Securities Consulting, and 15% equity interest in CFO Aishang; (ii) a net cash in of $22.6 million from Langfang Developer; and (iii) a net cash in of $8.0 million related to the sales of cost method investments.

Net cash used in investing activities was $4.6 million in 2014, compared to net cash provided by investing activities of $7.6 million in 2013. The increase in cash used in investing activities was primarily due to (i) capital expenditures of $3.2 million in 2014, compared with $0.8 million in 2013; (ii) a net cash out of $2.9 million in 2014 due to the business restructure; and (iii) a net cash in of $2.2 million related to the sales of cost method investment in Ocean Butterflies.

Net cash used in financing activities was $5.6 million, compared to $0.4 million in 2014 and $12.1 million in 2013. We paid back a short term bank loan of $13.5 million in 2013. In 2014 and 2015, we paid $1.0 million and $6.5 million dividends to noncontrolling shareholders.

Capital resources

Our principal capital expenditures for 2013, 2014 and 2015 consisted primarily of purchases of servers, workstations, computers, computer software and other items related to our network infrastructure for a total of approximately $834,000, $3.2 and $3.4 million, respectively.

Capital expenditures in 2014 and 2015 have been, and our 2016 capital expenditures are expected to continue to be, funded through operating cash flows and through our existing capital resources. We believe that our current cash and cash equivalents, and cash flow from operations will be sufficient to meet our anticipated cash needs, including for our working capital and capital expenditure needs, for the foreseeable future. We may, however, require additional cash resources due to changes in business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell debt securities or additional equity securities or obtain a credit facility. The sale of convertible debt securities or additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in debt service obligations and could result in operating and financial covenants that would restrict our operations. We cannot assure investors that financing will be available in amounts or on terms acceptable to us, if at all.

In order to enhance our return on cash, on March 19, 2013, we entered into a real estate investment contract with the Langfang Developer and four original shareholders of Langfang Developer. Pursuant to the investment contract with the Langfang Developer, at closing, we invested an aggregate $22,142,400 in consideration for 49% of the Langfang Developer’s equity interest. Langfang Developer used the invested amount to purchase land and develop a real estate project thereon located in Langfang City, Hebei Province. This investment was funded by our current capital resources. In November 2013, we transferred our equity stake in the Langfang Developer for a total consideration of $24,930,702, which is being paid to us in several installments. In addition, we extended a loan of $10,333,120 to the Langfang Developer at a monthly interest rate of 1.5% from October 9, 2013 to October 20, 2013. In September 2014, the Company’s board of directors approved an extension of outstanding loan to December 31, 2014. Pursuant to the arrangement, the loan receivable was charged an annual interest rate of 19-21% from October 21, 2014 to December 31, 2014. In March, 2015, the Group collected approximately $2.1 million (RMB13 million, equivalently) from Langfang Developer. In December 2015, the Group received the remaining outstanding balance and relative interests of approximately $23.9 million (RMB155 million) from Langfang Developer.

From time to time, we also evaluate possible investments, acquisitions or divestments and may, if a suitable opportunity arises, make an investment or acquisition or conduct a divestment.

Restricted net assets

The PRC Enterprise Income Tax Law, or the EIT Law, provides that a maximum income tax rate of 20% may be applicable to dividends payable to non-PRC investors that are “ non-resident enterprises ” , to the extent such dividends are derived from sources within the PRC, and the State Council of the PRC has reduced such rate to 10% through the implementation regulations.

We are a Hong Kong holding company and the majority of our income is derived from dividends we receive from our PRC subsidiaries. Thus, dividends paid to us by our PRC subsidiaries may be subject to the 10% income tax if we are considered to be a “ non-resident enterprise ” under the EIT Law. If we are considered a PRC “ resident enterprise ” , it is unclear whether dividends we pay with respect to our ordinary shares, or the gain our shareholders may realize from the transfer of our ordinary shares, would be treated as income derived from sources within the PRC and be subject to PRC tax. In the event that we are required under the EIT Law to withhold PRC income tax on dividends payable to our non-PRC investors that are “ non-resident enterprises ” , or that a shareholder is required to pay PRC income tax on the transfer of our ordinary shares, the value of such shareholder’s investment in our ordinary shares may be materially and adversely affected.

In addition, prior to payment of dividends, pursuant to the laws applicable to the PRC Domestic Enterprises and PRC Foreign Investment Enterprises, the PRC entities must make appropriations from after-tax profit to non-distributable statutory reserve funds, including general reserve, enterprise expansion fund, and staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires annual appropriations of not less than 10% of after-tax profit (as determined under accounting principles and financial regulations applicable to PRC enterprises at each year-end); the other two funds are to be made at the discretion of the board of directors. These reserve funds can only be used for specific purposes and are not distributable as cash dividends.

As a result of the above and other restrictions under PRC laws and regulations, our PRC subsidiaries and affiliates are restricted in their ability to transfer a portion of their net assets to us either in the form of dividends, loans or advances. The restricted portion amounted to approximately $71.7 million as of December 31, 2015.

Even though we currently do not require any such dividends, loans or advances from our PRC subsidiaries and affiliates, we may in the future require additional cash resources from our PRC subsidiaries and affiliates due to changes in business conditions, to fund future acquisitions or developments, or merely to declare and pay dividends or distributions to our shareholders, although we currently have no intention to do so.

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.

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, 2014 and 2015, respectively:

	For the year ended December 31,
Cash, cash equivalents and restricted cash held inside of the PRC and subject to restrictions	2014		2015
Denomination in RMB	$	19,633,320	$	79,153,967
Denomination in foreign currencies	$	9,284		8,474

Cash, cash equivalents and restricted cash held by VIEs and VIEs’ subsidiaries in the PRC
Denomination in RMB	$	17,572,213		47,788,398
Denomination in foreign currencies		-		-

Cash, cash equivalents and restricted cash held outside of the PRC
Denomination in RMB	$	99,170		307,313
Denomination in foreign currencies	$	12,802,237		6,264,294

C. Research and development.

In the three years ended December 31, 2013, 2014 and 2015, our product development expenses were $9.0 million, $11.1 million and $10.7 million, respectively. Our research and development efforts consist of continuing to:

•	increase the breadth of our service offerings through the addition of new features and functions to our service packages;

•	enhance our subscribers ’ experience by improving the quality of our research tools and website; and

•	develop additional research tools, features, content and services specifically targeting the high-end subscribers.

D. Trend information.

Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2015 to December 31, 2015 that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

E. Off-balance sheet arrangements.

We have not entered into any financial guarantee or other commitments to guarantee the payment obligations of any other parties. We do not entered into any derivative financial instruments. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

F. Tabular disclosure of contractual obligations.

We have entered into arrangements relating to office premises leasing and data purchase agreement. The following sets forth our known contractual obligations as of December 31, 2015 and as of the types that are specified below:

		Office Premises		Data Purchase		Total
		(in U.S. dollars)
Less than 1 year	$	4,128,288	$	1,309,583	$	5,437,871
1 - 3 years		3,686,504		1,305,580		4,992,084
3 - 5 years		-		-		-

Apart from such premises, as of December 31, 2015, we did not have any long-term debt obligations, capital (finance) lease obligations, purchase obligations or any other long-term liabilities reflected on our balance sheets with durations to maturity as are set forth in the chart directly above.

G. Safe harbor

See the section headed “ Forward-Looking Information ” .

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and senior management.

The following table sets forth the name, age and position of each director and executive officer as of the date of this report.

Name	Age	Position
Zhiwei Zhao	52	Chairman of the Board of Directors and Chief Executive Officer
Jun (Jeff) Wang	45	Director and Chief Financial Officer
Zheng (James) Chen (1)	50	Independent Director
Jian Wang (1) (2) (3)	53	Independent Director
Yaowei Zhang (1) (2) (3)	53	Independent Director

(1)		Member, audit committee
(2)		Member, compensation committee
(3)		Member, nominations committee

The address of each of our executive officers and directors is 17th Floor of Fuzhuo Plaza A, No. 28 Xuanwai Street, Xicheng District, Beijing, China 100052.

Biographical Information

Zhiwei Zhao has served as our Chief Executive Officer since June 21, 2005 and our director since July 25, 2005. He was elected as the Chairman of our Board of directors as of April 2012 and continues to serve as the Chief Executive Officer of the company. Mr. Zhao was the Chairman of the Board of Directors of Abitcool Inc before joining us. Abitcool is a company that provides broadband internet services in China. It boasts the largest private Internet Data Center in China. From 1998 to 2005, he served as the General Manager of Huatong International Development Limited in Hong Kong. Mr. Zhao graduated with a Bachelor of Science degree from Huazhong University of Science and Technology and he obtained his EMBA degree from PBC School of Finance of Tsinghua University.

Jun (Jeff) Wang joined our company as Vice President of Finance in May 2006 and has served as our Chief Financial Officer since August 15, 2006. He was appointed to serve as a member of our Board in May 2012. Mr. Wang was a Senior Manager in the Tax and Business Advisory Services at Deloitte Beijing Office before joining us. From 2002 to 2005 Jun Wang was founder and president of Miracle Professional Services Inc., a company that provided training and financial consulting services to finance professionals. Prior to that Mr. Wang worked in Deloitte ’ s Beijing, London and New York offices, providing tax and business advisory and management consulting services. Mr. Wang obtained his Master of Business Administration from New York University ’ s Leonard N. Stern School of Business, his Master of Economics in accounting from Beijing Technology and Business University and his B.A. degree from Shandong University. Mr. Wang is a member of the U.S. Certified Management Accountants ( “ CMA ” ) and has a professional designation of Chartered Financial Analyst ( “ CFA ” ).

James (Zheng) Chen has been the Chief Financial Officer of Aoxing Pharmaceutical since February 2016. Prior to Aoxing, Dr. Chen was the Chief Financial Officer of Origin Agritech Limited since January 2012. Dr. Chen has also served as an Investment Manager at Abu Dhabi Investment Authority (ADIA) and he worked as an equity research analyst at Morgan Joseph and BB&T Capital Markets. Dr. Chen also worked as a Product Manager at Celanese and as a License Product Technology Manager at Univation Technologies, a joint venture between ExxonMobil and Dow Chemical. Dr. Chen received his Ph.D. Degree in Chemical Engineering from the University of Connecticut and his M.B.A degree from New York University. Mr. Chen has a professional designation of Chartered Financial Analyst (“CFA”).

Jian Wang has been the president of Five Star Holdings Limited since 2013. Mr. Wang is a key founder of Jiangsu Five Star Appliances Corporation ("Five Star"), a key member of Best Buy Co., Inc. ("Best Buy"), the world leading provider of technology products, services and solutions. Mr. Wang was the Senior Global Vice President of Best Buy from 2012 to 2013. He was appointed to be the Global Vice President of Best Buy and Chief Executive Officer of Five Star in 2011 after the Best Buy's acquisition of Five Star in 2009. He led the joint venture of Five Star and Best Buy in 2006. Mr. Wang has been a major founder of Five Star and set up its retail merchandising system in 2001. Five Star has been awarded "China's Best Employer" for four consecutive years since 2009 under Mr. Wang's leadership and he himself has also been awarded "China's Best Entrepreneur on Employer's Development". Mr. Wang obtained his Bachelor of International Economic Management from Jiangsu Provincial CPC School. He received postgraduate education majoring in Business Administration from the Business School of Nanjing University and he received his EMBA from China Europe International Business School (CEIBS).

Yaowei Zhang has been an Independent Director of Shanghai Cimic Holdings Co., Ltd. since March 2014. Mr. Zhang was also a Director of China Communication Telecom Services Co., Ltd. Mr. Zhang is the President of Shanghai Daonan Culture Development Co. Ltd. and Shanghai Yunshi Culture Communication Co. Ltd and the founder of Dao Nan School in Shanghai. Mr. Zhang has served as Vice President of China Communication, which is a nation-wide network and telecom operator. He has also served as Vice President of Shanghai People's Publishing House, General Manager of the advertising center of Jiefang Daily Group and Deputy Director of the department of television production of Shanghai TV Station. Mr. Zhang obtained his Ph.D. of Management Science and Engineering and Master of Business Administration from Tongji University, and he earned his Bachelor of Economic Law from Fudan University.

B. Compensation of directors and executive officers.

In 2015, we paid aggregate cash compensation of approximately $654,000 to our directors and executive officers as a group. We have no service contracts with any of our directors or executive officers that provide benefits to them upon termination, except for change in control agreements we entered into with each of our chief executive officer and chief financial officer. The change in control agreements provide that if after a change-of-control of our Company has occurred, resulting in the chief executive officer or the chief financial officer being terminated without cause or resigns for good reason, we are obligated to provide severance benefits to the chief executive officer or chief financial officer, as the case may be.

All of our current directors and executive officers have entered into indemnification agreements in which we agree to indemnify, to the fullest extent allowed by Hong Kong law, our charter documents or other applicable law, our directors and executive officers from any liability or expenses, unless the liability or expense arises from the director or executive officer ’ s own willful negligence, intentional malfeasance, bad faith act, or other transactions from which the director or executive officer may not be relieved of liability under applicable law. The indemnification agreements also specify the procedures to be followed with respect to indemnification.

Directors’ and officers’ liability insurance

We have renewed directors ’ and officers ’ liability insurance on behalf of our directors and officers that will expire in January 2017.

Employee’s stock incentive plans

2004 Stock Incentive Plan

The 2004 Plan has expired on January 3, 2014, which is the 10th anniversary of the effective date of the 2004 Plan. After the termination of the Plan either upon such stated expiration date or its earlier termination by the Board, no additional awards may be granted under the Plan, but previously granted awards (and the authority of the Administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable terms and conditions of the Plan.

Under the 2004 Plan, as of December 31, 2015, we have a total number of 14,513,528 options that are currently vested and exercisable for ordinary shares.

The table below sets forth the options and restricted shares grants made to our current directors and executive officers as of December 31, 2015 pursuant to the 2004 Plan:

	Number of
	ordinary Shares to
	be issued upon		Exercise price per
	exercise of options		ordinary share		Date of grant	Date of expiration
Zhiwei Zhao		400,000	$	1.120	November 15, 2005	November 15, 2015
		400,000	$	1.070	July 5, 2006	July 5, 2016
		800,000	$	0.960	January 18, 2007	January 17, 2017
		750,000	$	1.426	February 22, 2010	February 21, 2020
		1,800,000	$	0.250	July 15, 2013	July 15, 2023
		450,000	$	-	January 2, 2014	January 2, 2024
Jun (Jeff) Wang		*	$	1.070	July 5, 2006	July 5, 2016
		*	$	0.960	January 18, 2007	January 17, 2017
		*	$	1.426	February 22, 2010	February 21, 2020
		1,500,000	$	0.250	July 15, 2013	July 15, 2023
		*	$	-	January 2, 2014	January 2, 2024

*	Upon exercise of all options granted, would beneficially own less than 1% of our outstanding ordinary shares.

2014 Stock Incentive Plan

Incentive awards granted under the 2014 Plan generally do not vest unless the grantee remains under our employment or in service with us on the given vesting date. However, in circumstances where there is a death or disability of the grantee, or a change in the control of our company, the vesting of awards will be accelerated to permit immediate exercise of all awards granted to a grantee. Generally, to the extent an outstanding awards granted under the 2014 Plan has not vested by the date the grantee’s employment or service with us terminates, the awards will terminate and become unexercisable. Our board of directors may amend, alter, suspend or terminate the 2014 Plan at any time, provided, however, that our board of directors must first seek the approval of our shareholders and, if such amendment, alteration, suspension or termination would adversely affect the rights of a grantee under any award granted prior to that date, the approval of such grantee.

Number of

ordinary Shares to

be issued upon

Exercise price per

vesting of awards

ordinary share

Date of grant

Date of expiration

Zhiwei Zhao

November 16, 2015

November 16, 2025

Zheng (James) Chen

November 16, 2015

November 16, 2025

Jian Wang

November 16, 2015

November 16, 2025

Yaowei Zhang

November 16, 2015

November 16, 2025

Jun (Jeff) Wang

November 16, 2015

November 16, 2025

*	Upon exercise of all options or restricted shares granted, would beneficially own less than 1% of our outstanding ordinary shares.

2007 Equity Incentive Plan

As of December 31, 2015, we had granted restricted stock awards covering 10,558,493 of our ordinary shares to our eligible employees pursuant to our 2007 Plan. In order to bind the employees together in achieving the common goal, the ordinary shares are held by C&F International Holdings Limited for the benefit of the whole group of eligible employees. C&F International Holdings Limited is 100% owned by C&F Global Limited, which is in turn 100% owned by Zhiwei Zhao. As of December 31, 2015, restricted stock awards have been allotted to selected employees pursuant to the 2007 Plan.

The table below sets forth the shares issued and allotted to selected employees pursuant to the Plan:

Name	Number		Percent
Selected Employees
Zhiwei Zhao		8,958,493		7.59	%
Jun (Jeff) Wang		*		*
Caogang Li		*		*
All executive officers as a group (3 persons)		10,558,493		8.94	%

Based on our operating performance for 2008, 8,658,048 shares were activated as of December 31, 2008. Based on our operating performance for 2009, no granted shares were activated in 2009.

In 2009, in light of the significant global economic downturn and its impact on our performance, our board amended the Grant Agreement to extend the Performance Period and the Vesting Term for an additional three years ending on December 31, 2012. Under the amended agreement any granted shares that are not activated as of December 31, 2009 shall become activated and be eligible to vest based on the company’s achievement of certain performance targets for 2010, 2011 and 2012. Any granted shares that are activated but not yet vested as of December 31, 2009, shall continue to be eligible to vest during the remainder of the Vesting Term in accordance with the terms of the Grant Agreement.

Based on our operating performance for 2010 and 2011, no more granted shares were activated in 2010 and 2011. The total 8,658,048 shares that were activated based on our operating performance for 2008 were fully vested as of December 31, 2011. All the shares granted to C&F International Holdings Limited that have not been activated and vested by the end of calendar year 2012 have been forfeited.

In June 2014, the Annual General Meeting approved the amendment to the Company’s 2007 Equity Incentive Plan and the Restricted Stock Issuance and Allocation Agreement of 2007 Equity Incentive Plan. Pursuant to such agreement, together with the remaining 1,900,445 ordinary shares, which were not vested due to the operating performance targets under 2007 Plan not being achieved, 3,000,000 ordinary shares were collectively granted to the employees who were eligible. The fair value of a nonvested share on the grant date was measured at the quoted market price of the Company's equity shares. The nonvested shares shall become activated and vest during the period commencing from the grant date and ending on December 31, 2016 based on the Company's achievement of the performance targets.

As of December 31, 2015, all of the 3,000,000 ordinary shares become activated and vested as one of the performance targets was achieved, and $1,476,000 share-based compensation expenses relating to the restricted shares was recognized.

2010 Equity Incentive Plan of iSTAR Financial Holdings Limited

On November 1, 2010, iSTAR Financial Holdings Limited granted restricted stock awards representing 15% of its ordinary shares pursuant to the 2010 Equity Incentive Plan of iSTAR Financial Holdings Limited to awardees who are eligible to participate in the plan. In connection with such awards, we transferred 15% of the ordinary shares of iSTAR Financial Holdings Limited to an entity representing the eligible awardees. In order to bind those awardees together to promote the common interests of the awardees, iSTAR Financial Holdings Limited and the Company, the ordinary shares were transferred to, and are held by, Hopewin Asia Limited, which was incorporated in BVI, on behalf of and exclusively for the benefit of the whole group of awardees eligible to participate in the plan. We believe such incentive plan will attract, maintain and motivate our team, and we believe the plan is in our best interests and the best interests of our stockholders.

C. Board practices.

In 2015, our directors met in person or passed resolutions by unanimous written consent total of four times. No director is entitled to any severance benefits upon termination of his directorship with us. Our board of directors has also concluded that Dr. Zheng (James) Chen meets the criteria for an “ audit committee financial expert ” as established by the SEC.

Mr. Rongquan Leng, a former Independent Director of the Board of Directors of the Company, has resigned from the Company’s Board of Directors for personal reason, effective from April 17, 2015. Mr. Leng was a member of the Audit Committee, the Compensation Committee and the Nominations Committee. On May 7, 2015, the Company received from the staff of the Listing Qualifications Department of Nasdaq a letter indicating that, due to Rongquan Leng's resignation, the Company was not in compliance with Listing Rule 5605 with respect to independent directors, audit and compensation committee requirements. On June 30, 2015, Dr. Zheng (James) Chen, Mr. Jian Wang and Dr. Yaowei Zhang were elected to be Independent Directors of the Company. On July 6, 2015, the Board approved the appointment of Dr. Zheng (James) Chen as a member and the chairman of the Audit Committee, Mr. Jian Wang as a member of each of the Audit Committee, the Compensation Committee and the Nomination Committee and Dr. Yaowei Zhang as a member of each of the Audit Committee, the Compensation Committee and the Nomination Committee. In mid-July 2015, Company has received a letter from Nasdaq dated July 9, 2015 confirming the compliance by the Company of the independent director, audit and compensation committee requirements for continued listing on The Nasdaq Global Market as set forth in Listing Rules 5605(b)(1), 5605(c)(2) and 5605(d)(2), respectively.

Board committees

Our board of directors has established an audit committee, a compensation committee and a nominations committee.

Audit committee. Our audit committee currently consists of Dr. Zheng (James) Chen, Mr. Jian Wang and Dr. Yaowei Zhang. Our board of directors has determined that all of our audit committee members are “ independent directors ” within the meaning of Nasdaq Listing Rule 5605(a)(2) and meet the criteria for independence set forth in Section 10A(m)(3) of the U.S. Securities Exchange Act of 1934, or the Exchange Act. Our audit committee is responsible for, among other things:

•	recommending to our shareholders, if appropriate, the annual re-appointment of our independent registered public accounting firm and pre-approving all auditing and non-auditing service fees permitted to be performed by the independent registered public accounting firm;

•	annually reviewing an independent registered public accounting firm’s report describing the independent registered public accounting firm’s internal quality-control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the independent registered public accounting firm and all relationships between the independent registered public accounting firm and our company;

•	setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

•	reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;

•	reviewing and approving all proposed related-party transactions, as defined in Item 404 of Regulation S-K under the U.S. securities laws;

•	discussing the annual audited financial statements with management and the independent registered public accounting firm;

•	discussing with management and the independent registered public accounting firm major issues regarding accounting principles and financial statement presentations; reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments;

•	reviewing reports prepared by management or the independent registered public accounting firm relating to significant financial reporting issues and judgments;

•	discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies;

•	reviewing with management and the independent registered public accounting firm the effect of regulatory and accounting initiatives, as well as off-balance sheet structures on our financial statements;

•	discussing policies with respect to risk assessment and risk management;

•	reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies;

•	timely reviewing annual reports from the independent registered public accounting firm regarding all critical accounting policies and practices to be adopted by our company, all alternative treatments of financial information within U.S. GAAP that have been discussed with management and all other material written communications between the independent registered public accounting firm and management;

•	establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

•	annually reviewing and reassessing the adequacy of our audit committee charter;

•	such other matters that are specifically delegated to our audit committee by our board of directors from time to time;

•	meeting separately, periodically, with management and the independent registered public accounting firm; and

•	reporting regularly to the full board of directors.

Compensation committee. Our current compensation committee consists of Mr. Jian Wang and Dr. Yaowei Zhang. Our board of directors has determined that all of our compensation committee members are “ independent directors ” within the meaning of Nasdaq Listing Rule 5605(a) (2). Our compensation committee is responsible for:

•	determining and recommending the compensation of our senior management;

•	reviewing and making recommendations to our board of directors regarding our compensation policies and forms of compensation provided to our directors and officers;

•	reviewing and determining bonuses for our officers and other employees;

•	reviewing and determining share-based compensation for our directors, officers, employees and consultants;

•	administering our equity incentive plans in accordance with the terms thereof; and

•	such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.

Nominations committee. Our current nominations committee consists of Mr. Jian Wang and Dr. Yaowei Zhang. Our board of directors has determined that all of our nominations committee members are “ independent directors ” within the meaning of Nasdaq Listing Rule 5605(a) (2). Our nominations committee is responsible for, among other things, selecting and recommending the appointment of new directors to our board of directors.

Corporate governance

Our board of directors has adopted a code of ethics, which is applicable to our senior executive and financial officers. In addition, our board of directors has adopted a code of conduct, which is applicable to all of our directors, officers and employees. Our code of ethics and our code of conduct are publicly available on our website.

In addition, our board of directors has adopted a set of corporate governance guidelines. The guidelines reflect certain guiding principles with respect to our board’s structure, procedures and committees. The guidelines are not intended to change or interpret any law, or our memorandum and articles of association.

Duties of directors

Under Hong Kong law, our directors have a duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the care, diligence and skills that a reasonable person with that director’s qualifications and experience would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association.

The functions and powers of our board of directors include, among others:

•	convening shareholders’ meetings and reporting its work to shareholders at such meetings;

•	implementing shareholders’ resolutions;

•	determining our business plans and investment proposals;

•	formulating our profit distribution plans and loss recovery plans;

•	determining our debt and finance policies and recommending proposals for the increase or decrease in our share capital and the issuance of debentures;

•	formulating our major acquisition and disposition plans, and plans for consolidation, division or dissolution;

•	proposing amendments to our articles of association; and

•	exercising any other powers conferred at shareholders’ meetings or under our memorandum and articles of association.

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	52	Chairman of the Board of Directors and Chief Executive Officer	-
Jun (Jeff) Wang	45	Director and Chief Financial Officer	Date of 2016 annual general meeting
Zheng (James) Chen	50	Director	Date of 2016 annual general meeting
Jian Wang	53	Director	Date of 2017 annual general meeting
Yaowei Zhang	53	Director	Date of 2017 annual general meeting

D. Employees.

As of December 31, 2013, 2014 and 2015, we employed approximately 1,700, 1,500 and 1,900 employees. China enacted a new Labor Contract Law, which became effective on January 1, 2008. We have updated our employment contracts and employee handbook and are in compliance with the new law. We work with the employees to insure that the employees obtain the full benefit of the new Labor Contract Law and its implementation rules. We consider our relations with our employees to be generally good. However, as our operations and employee base further expand, we cannot assure you that we will always be able to maintain good relations with all of our employees. See “ Item 3.D. Key Information – Risk Factors – Risks relating to doing business in the People’s Republic of China – PRC’s new labor law restricts our ability to reduce our workforce in the PRC in the event of an economic downturn and may increase our labor costs ” .

E. Share ownership.

As of December 31, 2015, 118,098,018 of our ordinary shares were outstanding, excluding shares issuable upon exercise of outstanding options. On that date, a total of 21,219,601 of our ADSs were outstanding.

The following table sets forth information with respect to the beneficial ownership, within the meaning of Section 13(d)(3) of the Exchange Act of our ordinary shares by:

•	each person known to us to own beneficially more than 5% of our ordinary shares; and

•	each of our directors and executive officers who beneficially own any of our ordinary shares.

Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. Percentage of beneficial ownership is based on 118,098,018 ordinary shares outstanding.

* Unless otherwise specified, the business address of each shareholder set forth below is China Finance Online (Beijing) Co., Ltd., 17th Floor of Fuzhuo Plaza A, No. 28 Xuanwai Street, Xicheng District, Beijing, China 100052.

Number of Shares Beneficially Owned
Name	Number	Percent
Directors and executive officers
Zhiwei Zhao	32,715,983	27.70%
Zheng (James) Chen	*	*
Jian Wang	*	*
Yaowei Zhang	*	*
Jun (Jeff) Wang	3,159,163	2.68%
All current directors and executive officers as of December 31, 2015 as a group (5 persons)	35,875,146	30.38%


5% Shareholder
Zhiwei Zhao (1)	32,715,983	27.70%
IDG Technology Venture Investment, LP (2)	6,723,115	5.69%
IDG Technology Venture Investment, Inc. (3)	4,670,505	3.95%
Jianping Lu (4)	7,156,121	6.06%
Ling Zhang (5)	8,746,370	7.41%

*		Upon exercise of all options currently exercisable or vesting within 60 days of December 31, 2015, would beneficially own less than 1% of our ordinary shares.

(1)		Mr. Zhiwei Zhao is considered the beneficial owner of 32,715,983 ordinary shares of the Company, which consists of (i) 10,558,493 ordinary shares issued by the Company to C&F International Holdings Limited, whose parent company C&F Global Limited is wholly held by Mr. Zhiwei Zhao, on behalf of and exclusively for the benefit of the Company’s employees pursuant to the Company’s 2007 Plan and related Restricted Stock Issuance and Allocation Agreement; All the shares granted to C&F International Holdings Limited that have not been activated and vested by the end of calendar year 2012 have been forfeited to the company; (ii) 11,000,000 ordinary shares from IDG Technology Venture Investment, Inc. as of December 31, 2015 to Grand Continental Holdings Limited, a British Virgin Islands company wholly held by Mr. Zhiwei Zhao, as disclosed in a Schedule 13D/A filed with the SEC on November 14, 2011; (iii) 7,101,490 ordinary shares from Vertex Technology Fund (III) Ltd. as of December 31, 2015 to Grand Continental Holdings Limited, a British Virgin Islands company wholly held by Mr. Zhiwei Zhao, as disclosed in a Schedule 13D/A filed with the SEC on August 6, 2013; and (iv) 4,056,000 ordinary shares considered beneficially owned by Zhiwei Zhao upon exercise of all options and restricted shares exercisable or vesting within 60 days of December 31, 2015.

(2)		Includes 6,723,115 ordinary shares held by IDG Technology Venture Investment, LP. as of December 31, 2015 in the form of 1,344,623 ADSs, according to a Schedule 13G/A filed with the SEC dated February 8, 2013. The general partner of IDG Technology Venture Investment, LP is IDG Technology Venture Investments, LLC. Chi Sing Ho and Quan Zhou are managing members of IDG Technology Venture Investments, LLC, both of whom disclaim beneficial ownership of our shares held by IDG Technology Venture Investments, LLC. The registered address of IDG Technology Venture Investment, LP is One Exeter Plaza, Boston, MA 02109, U.S.A.

(3)		Includes 4,670,505 ordinary shares held by IDG Technology Venture Investment, Inc. as of December 31, 2015 in the form of 934,101 ADSs, according to a Schedule 13G/A filed with the SEC dated February 8, 2013. IDG Technology Venture Investment, Inc. is a wholly owned by International Data Group, Inc., whose controlling shareholder is Patrick J. McGovern. Patrick J. McGovern is citizen of the United States of America. IDG Technology Venture Investment, Inc. and International Data Group, Inc. are each organized under the laws of the Commonwealth of Massachusetts. The registered address of IDG Technology Venture Investment, Inc. is One Exeter Plaza, Boston, MA 02109, U.S.A.

(4)		Includes (i) 4,028,156 ordinary shares held by Cast Technology, Inc.; and (ii) 3,127,965 ordinary shares held by Fanasia Capital Limited. Both Cast Technology, Inc. and Fanasia Capital Limited are held 45% and 55% by Jianping Lu and Ling Zhang, respectively.

(5)		Includes (i) 4,923,302 ordinary shares held by Cast Technology, Inc.; and (ii) 3,823,068 ordinary shares held by Fanasia Capital Limited. Both Cast Technology, Inc. and Fanasia Capital Limited are held 45% and 55% by Jianping Lu and Ling Zhang, respectively.

None of our existing shareholders has voting rights that differ from the voting rights of other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in our change in control.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major shareholders.

As of December 31, 2015, we had 118,098,018 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 89.84% 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 ”.

B. Related party transactions .

See “Item 4.C. Information on the Company—Organizational Structure.”

The English translation of the VIE contracts are attached as Exhibits 4.4-4.85 to this Annual Report on Form 20-F and incorporated herein by reference.

Our subsidiaries, consolidated affiliated entities, and the subsidiaries of the consolidated affiliated entities have engaged, during the ordinary course of business, in a number of customary transactions with each other. All of these inter-company balances have been eliminated in consolidation.

As of December 31, 2013, 2014 and 2015, we had nil, $2.4 million and nil, respectively due from related parties. It represented the interest free loans to the noncontrolling shareholders. All the loans were for temporary cash turnover purpose and were received in the first quarter of 2015. As of December 31, 2013, 2014 and 2015, we also had $1.2 million, $0.9 million and $0.9 million, respectively due to related parties.

C. Interests of experts and counsel.

Not applicable

ITEM 8. FINANCIAL INFORMATION

A. Consolidated financial statements and other financial information.

We have appended consolidated financial statements filed as part of this annual report.

Legal Proceedings

Class Action against the Company

The Company is named as a defendant in a putative securities class action, Wang, et al., v. China Finance Online Co. Limited, 1:15-cv-07894-RMB. The original complaint was filed on June 5, 2015 in the Central District of California. The case was subsequently consolidated with several other similar actions and transferred to the Southern District of New York, where it is currently pending. The amended consolidated complaint alleges that the Company violated Exchange Act Section 10(b) and Rule 10b-5 by failing to disclose certain of its transactions involving Langfang Shengshi Real Estate Development Co. Limited as related party transactions. The Company filed a motion to dismiss the complaint on April 8, 2016. Plaintiffs’ response is due on May 6, 2016 and the Company’s reply on May 13, 2016.

The amended consolidated complaint also made claims under Exchange Act Section 10(b) and Rule 10b-5 against certain of the Company’s current officers and its current and former auditors and under Exchange Act Section 20(a) against certain of its current officers and former directors. The Company and plaintiffs have agreed to submit the claims against the Company to mediation. To facilitate that effort, the plaintiffs voluntarily dismissed all defendants other than the Company. A mediation session is scheduled for late May 2016.

Other Litigations against the Company’s Subsidiaries or PRC Affiliates

From time to time, we have been involved in litigation or other disputes regarding, among other things, copyright infringement. In a copyright infringement dispute, we are claimed for a public apology for the violation, and compensated a damages of $7.7 million (RMB50 million, equivalently).

For many of these legal proceedings, we are currently unable to estimate the reasonably possible loss or a range of reasonably possible loss as the proceedings are in the early stages, or there is a lack of clear or consistent interpretation of laws specific to the industry-specific complaints among different jurisdictions. As a result, there is considerable uncertainty regarding the timing or ultimate resolution of such proceedings, which includes eventual loss, fine, penalty or business impact, if any, and therefore, an estimate for the reasonably possible loss.

The ultimate outcome of any litigation can have an adverse impact on our business because of defense costs, negative publicity, diversion of management resources and other factors. The claims of infringement of intellectual property rights may harm our business and reputation. See Item 3.D. "Risk Factors-Risks Related to Our Business - We have been and may continue to be subject to intellectual property infringement claims, which may force us to incur substantial legal expenses and, if determined adversely against us, may materially disrupt our business.

Dividend Policy

We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends on our ordinary shares, or indirectly on our ADSs, for the foreseeable future. Investors seeking cash dividends should not purchase our ADSs. Future cash dividends, if any, will be at the discretion of our board of directors and will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors as our board of directors may deem relevant. In addition, we can pay dividends only out of our profit or other distributable reserves. Any dividend we declare will be paid to the holders of ADSs, subject to the terms of the deposit agreement, to the same extent as holders of our ordinary shares, less the fees and expenses payable under the deposit agreement. Other distributions, if any, will be paid by the depositary to holders of our ADSs in any means it deems legal, fair and practical. Any dividend will be distributed by the depositary, in the form of cash or additional ADSs, to the holders of our ADSs. Cash dividends on our ADSs, if any, will be paid in U.S. dollars.

B. Significant changes since December 31, 2015 .

Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.

ITEM 9. THE OFFER AND LISTING

A. Offering and listing details.

Our ADSs, each representing five of our ordinary shares, have been listed on the NASDAQ Global Market (known as the Nasdaq National Market prior to July 1, 2006) since October 15, 2004. Effective January 3, 2011, our ADSs have been elevated to trade on the NASDAQ Global Select Market. Our ADSs trade under the symbol “ JRJC ” .

The following table provides the high and low trading prices for our ADSs on NASDAQ for (1) the years 2011, 2012, 2013, 2014 and 2015; (2) each of the quarters since the first quarter in 2014 and (3) each of the six months since October 2015.

	Trading Price
	High	Low
Yearly highs and lows
Year 2011	7.27	1.43
Year 2012	2.91	1.02
Year 2013	6.45	1.14
Year 2014	11.88	2.33
Year 2015	6.85	2.90
Quarterly highs and lows
First Quarter 2014	8.20	4.12
Second Quarter 2014	6.40	2.33
Third Quarter 2014	11.88	3.83
Fourth Quarter 2014	8.65	4.42
First Quarter 2015	6.75	4.10
Second Quarter 2015	6.40	3.90
Third Quarter 2015	5.59	2.90
Fourth Quarter 2015	6.85	3.37
First Quarter 2016	6.10	4.30
Monthly highs and lows
October 2015	4.54	3.37
November 2015	4.50	3.64
December 2015	6.85	4.12
January 2016	6.10	4.49
February 2016	5.40	4.30
March 2016	5.62	4.92
April 2016 (through April 22, 2016)	6.05	4.93

B. Plan of distribution.

Not applicable

C. Markets.

See Item 9.A. above.

D. Selling shareholders.

Not applicable

E. Dilution.

Not applicable

F. Expenses of the issue.

Not applicable

ITEM 10. ADDITIONAL INFORMATION

A. Share capital.

Not applicable.

B. Memorandum and articles of association.

We incorporate by reference into this annual report on Form 20-F the description of our amended and restated memorandum of association contained in our registration statement on Form F-1 (File No. 333-119166) filed with the Commission on October 14, 2004. Our shareholders adopted our amended and restated memorandum and articles of association at an extraordinary shareholder meeting on October 14, 2004.

C. Material contracts.

We have not entered into any material contracts other than in the ordinary course of business and other than those described in “ Item 4. Information on the Company ” or elsewhere in this annual report on Form 20-F.

D. Exchange controls.

China’s government imposes control over the convertibility of RMB into foreign currencies. Under the current unified floating exchange rate system, the People’s Bank of China publishes a daily exchange rate for RMB, based on the previous day’s dealings in the inter-bank foreign exchange market. Financial institutions authorized to deal in foreign currency may enter into foreign exchange transactions at exchange rates within an authorized range above or below the daily exchange rate according to market conditions.

Pursuant to the Foreign Exchange Control Regulations issued by the State Council on January 29, 1996 and effective as of April 1, 1996 (and amended on January 14, 1997) and the Administration of Settlement, Sale and Payment of Foreign Exchange Regulations which came into effect on July 1, 1996 regarding foreign exchange control, or the Regulations, conversion of Renminbi into foreign exchange by foreign investment enterprises for current account items, including the distribution of dividends and profits to foreign investors of joint ventures, is permissible upon the proper production of qualified commercial vouchers or legal documents as required by the Regulations. Foreign investment enterprises are permitted to remit foreign exchange from their foreign exchange bank account in China upon the proper production of, inter alia, the board resolutions declaring the distribution of the dividend and payment of profits. Conversion of RMB into foreign currencies and remittance of foreign currencies for capital account items, including direct investment, loans, security investment, is still subject to the approval of the SAFE, in each such transaction. On January 14, 1997, the State Council amended the Foreign Exchange Control Regulations and added, among other things, an important provision, as Article 5 provides that the State shall not impose restrictions on recurring international payments and transfers under current accounts.

Under the Regulations, foreign investment enterprises are required to open and maintain separate foreign exchange accounts for capital account items (but not for other items). In addition, foreign investment enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business upon the production of valid commercial documents and, in the case of capital account item transactions, document approval from SAFE.

Currently, foreign investment enterprises are required to apply to SAFE for “ foreign exchange registration certificates for foreign investment enterprises ” . With such foreign exchange registration certificates (which are granted to foreign investment enterprises, upon fulfilling specified conditions and which are subject to review and renewal by SAFE on an annual basis) or with the foreign exchange sales notices from the SAFE (which are obtained on a transaction-by-transaction basis), foreign-invested enterprises may open foreign exchange bank accounts and enter into foreign exchange transactions at banks authorized to conduct foreign exchange business to obtain foreign exchange for their needs.

E. Taxation.

Hong Kong taxation

Profits tax. No tax is imposed in Hong Kong in respect of capital gains from the sale of property, such as the ordinary shares underlying our ADSs. However, trading gains from the sale of property by persons carrying on a trade, profession or business in Hong Kong where such gains are derived from or arise in Hong Kong from such trade, profession or business will be chargeable to Hong Kong profit tax. Liability for Hong Kong profits tax would therefore arise in respect of trading gains from the sale of ADSs or the underlying ordinary shares realized by persons in the course of carrying on a business of trading or dealing in securities in Hong Kong. From the year of assessment 2008/2009, the profits tax rate had been decreased to 16.5% for corporations and 15% for unincorporated businesses.

In addition, Hong Kong does not impose withholding tax on gains derived from the sale of stock in Hong Kong companies and does not impose withholding tax on dividends paid outside of Hong Kong by Hong Kong companies. Accordingly, investors will not be subject to Hong Kong withholding tax with respect to a disposition of their ADSs or with respect to the receipt of dividends on their ADSs, if any. No income tax treaty relevant to the acquiring, withholding or dealing in the ADSs or the ordinary shares underlying our ADSs exists between Hong Kong and the U.S.

Stamp duty. Hong Kong stamp duty is generally payable on the transfer of shares in companies incorporated in Hong Kong. The stamp duty is payable both by the purchaser on every purchase and by the seller on every sale of such shares at the ad valorem rate of HK$1.00 per HK$1,000 or part thereof, on the higher of the consideration for or the value of the shares transferred. In addition, a fixed duty, currently of HK$5, is payable on an instrument of transfer of such shares. Where one party to the sale is a non-resident of Hong Kong and does not pay the required stamp duty, the stamp duty not paid will be assessed on the instrument of transfer of such shares (if any), and the purchaser will be liable for payment of such stamp duty. A withdrawal of ordinary shares upon the surrender of ADSs, and the issuance of ADSs upon the deposit of ordinary shares, will also require payment of Hong Kong stamp duty at the rate described above for sale and purchase transactions, unless such withdrawal or deposit does not result in a change in the beneficial ownership of shares under Hong Kong law. The issuance of the ADSs upon the deposit of ordinary shares issued directly to the depositary or for the account of the depositary does not require payment of stamp duty. In addition, no Hong Kong stamp duty is payable upon the transfer of ADSs effected outside Hong Kong.

U.S. federal income taxation

This discussion describes the material U.S. federal income tax consequences of the purchase, ownership and disposition of our ADSs. This discussion does not address any aspect of U.S. federal gift or estate tax, or the state, local or foreign tax consequences of an investment in our ADSs. This discussion applies to you only if you hold and beneficially own our ADSs as capital assets for tax purposes. This discussion does not apply to you if you are a member of a class of holders subject to special rules, such as:

•	dealers in securities or currencies;

•	traders in securities that elect to use a mark-to-market method of accounting for securities holdings;

•	banks or other financial institutions;

•	insurance companies;

•	tax-exempt organizations;

•	regulated investment companies or real estate investment trusts;

•	U.S. expatriates;

•	partnerships and other entities treated as partnerships for U.S. federal income tax purposes or persons holding ADSs through any such entities;

•	persons that hold ADSs as part of a hedge, straddle, constructive sale, conversion transaction or other integrated investment;

•	U.S. Holders (as defined below) whose functional currency for tax purposes is not the U.S. dollar;

•	persons liable for alternative minimum tax; or

•	persons who actually or constructively own 10% or more of the total combined voting power of all classes of our shares (including ADSs) entitled to vote.

This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, which we refer to in this discussion as the Code, its legislative history, existing and proposed regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. In addition, this discussion relies on our assumptions regarding the value of our shares and the nature of our business over time. Finally, this discussion is based in part upon the representations of the depositary and the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms. For U.S. federal income tax purposes, as a holder of ADSs, you are treated as the owner of the underlying ordinary shares represented by such ADSs.

U.S. holders are urged to consult their own tax advisor concerning the particular U.S. federal income tax consequences to you of the purchase, ownership and disposition of our ADSs, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

For purposes of the U.S. federal income tax discussion below, you are a “ U.S. Holder ” if you beneficially own ADSs and are:

•	a citizen or individual resident of the United States;

•	a corporation, or other entity taxable as a corporation for U.S. federal income purposes, that was created or organized in or under the laws of the United States or any political subdivision thereof;

•	an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•	a trust if (a) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If you are not a U.S. person, please refer to the discussion below under “ Non-U.S. Holders ” .

For U.S. federal income tax purposes, income earned through a foreign or domestic partnership or other flow-through entity is attributed to its owners. Accordingly, if a partnership or other flow-through entity holds ADSs, the tax treatment of the holder will generally depend on the status of the partner or other owner and the activities of the partnership or other flow-through entity.

U.S. Holders

Dividends on ADSs

We do not anticipate paying dividends on our ordinary shares or indirectly on our ADSs, in the foreseeable future. See “ Dividend policy ” .

Subject to the “ Passive Foreign Investment Company ” discussion below, if we do make distributions and you are a U.S. Holder, the gross amount of any distributions you receive on your ADSs will generally be treated as dividend income if the distributions are made from our current or accumulated earnings and profits, calculated according to U.S. federal income tax principles. Dividends will generally be subject to U.S. federal income tax as ordinary income on the day you actually or constructively receive such income. However, if you are an individual and have held your ADSs for a sufficient period of time, dividend distributions on our ADSs will generally constitute qualified dividend income taxed at a preferential rate (generally 15% for dividend distributions before January 1, 2009) as long as our ADSs continue to be readily tradable on NASDAQ and certain other conditions apply. You should consult your own tax adviser as to the rate of tax that will apply to you with respect to dividend distributions, if any, you receive from us.

We do not intend to calculate our earnings and profits according to U.S. tax accounting principles. Accordingly, distributions on our ADSs, if any, will generally be taxed to you as dividend distributions for U.S. tax purposes. Even if you are a corporation, you will not be entitled to claim a dividends-received deduction with respect to distributions you receive from us. Dividends generally will constitute foreign source passive income for U.S. foreign tax credit limitation purposes.

Sales and other dispositions of ADSs

Subject to the “ Passive Foreign Investment Company ” discussion below, when you sell or otherwise dispose of ADSs, you will generally recognize capital gain or loss in an amount equal to the difference between the amounts realized on the sale or other disposition and your adjusted tax basis in the ADSs, both as determined in U.S. dollars. Your adjusted tax basis will generally equal the amount you paid for the ADSs. Any gain or loss you recognize will be long-term capital gain or loss if your holding period in our ADSs is more than one year at the time of disposition. If you are an individual, any such long-term capital gain will be taxed at preferential rates. Your ability to deduct capital losses will be subject to various limitations.

Passive Foreign Investment Company

Based on the market value of our ADSs and ordinary shares, the composition of our assets and income and our operations, we believe that for our taxable year ended December 31, 2014 and 2015, we were not a passive foreign investment company (“PFIC”) for United States federal income tax purposes. A non-U.S. corporation is considered a PFIC for any taxable year if either:

•	at least 75% of its gross income is passive income (the “income test”), or

•	at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”).

We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, more than 25% (by value) of the shares.

We must make a separate determination each year as to whether we are a PFIC. As a result, our PFIC status may change. In particular, because the total value of our assets for purposes of the asset test will generally be calculated using the market price of our ADSs and ordinary shares, our PFIC status will depend in large part on the market price of our ADSs and ordinary shares which may fluctuate considerably. Accordingly, fluctuations in the market price of the ADSs and ordinary shares may result in our being a PFIC for any year. If we are a PFIC for any year during which you hold ADS or ordinary shares, we will generally continue to be treated as a PFIC for all succeeding years during which you hold ADS or ordinary shares. However, if we cease to be a PFIC, provided that you have not made a mark-to-market election, as described below, you may avoid some of the adverse effects of the PFIC regime by making a deemed sale election with respect to the ADSs or ordinary shares, as applicable.

If we are a PFIC for any taxable year during which you hold ADSs or ordinary shares, you will be subject to special tax rules with respect to any “ excess distribution ” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the ADSs or ordinary shares, unless you make a “ mark-to-market ” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the ADSs or ordinary shares will be treated as an excess distribution. Under these special tax rules:

•	the excess distribution or gain will be allocated ratably over your holding period for the ADSs or ordinary shares,

•	the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we became a PFIC, will be treated as ordinary income, and

•	the amount allocated to each other taxable year will be subject to the highest tax rate in effect for that taxable year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such taxable year.

The tax liability for amounts allocated to years prior to the year of disposition or “ excess distribution ” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the ADSs or ordinary shares cannot be treated as capital, even if you hold the ADSs or ordinary shares as capital assets.

Alternatively, a U.S. Holder of “ marketable stock ” (as defined below) in a PFIC may make a mark-to-market election for such stock of a PFIC to elect out of the tax treatment discussed in the two preceding paragraphs. If you make a valid mark-to-market election for the ADSs or ordinary shares, you will include in income each year an amount equal to the excess, if any, of the fair market value of the ADSs or ordinary shares as of the close of your taxable year over your adjusted basis in such ADSs or ordinary shares. You are allowed a deduction for the excess, if any, of the adjusted basis of the ADSs or ordinary shares over their fair market value as of the close of the taxable year. Such deductions, however, are allowable only to the extent of any net mark-to-market gains on the ADSs or ordinary shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the ADSs or ordinary shares, are treated as ordinary income. Ordinary loss treatment also applies to the deductible portion of any mark-to-market loss on the ADSs or ordinary shares, as well as to any loss realized on the actual sale or disposition of the ADSs or ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such ADSs or ordinary shares. Your basis in the ADSs or ordinary shares will be adjusted to reflect any such income or loss amounts. If you make such a mark-to-market election, tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us (except that the lower applicable capital gains rate would not apply).

The mark-to-market election is available only for “ marketable stock ” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter ( “ regularly traded ” ) on a qualified exchange or other market, as defined in applicable Treasury regulations. We expect that the ADSs will continue to be listed on the Nasdaq National Market, which is a qualified exchange for these purposes, and, consequently, assuming that the ADSs are regularly traded, if you are a holder of ADSs, it is expected that the mark-to-market election would be available to you were we to become a PFIC.

Alternatively, if a non-U.S. corporation is a PFIC, a U.S. Holder may avoid the PFIC tax consequences described above in respect to its ADSs and ordinary shares by making a timely “ qualified electing fund ” , or QEF, election. In order to comply with the requirements of a QEF election, a U.S. Holder must receive certain information from us. We, however, currently do not intend to prepare or provide such information.

If you hold ADSs or ordinary shares in any year in which we are a PFIC, you will be required to file Internal Revenue Service Form 8621 regarding distributions received on the ADSs or ordinary shares and any gain realized on the disposition of the ADSs or ordinary shares.

You are urged to consult your tax advisor regarding the application of the PFIC rules to your investment in ADSs or ordinary shares.

Non-U.S. Holders

If you beneficially own ADSs and are not a U.S. Holder for U.S. federal income tax purposes (a “ Non-U.S. Holder ” ), you generally will not be subject to U.S. federal income tax or withholding on dividends received from us with respect to ADSs unless that income is considered effectively connected with your conduct of a U.S. trade or business and, if an applicable income tax treaty so requires as a condition for you to be subject to U.S. federal income tax with respect to income from your ADSs, such dividends are attributable to a permanent establishment that you maintain in the United States. You generally will not be subject to U.S. federal income tax, including withholding tax, on any gain realized upon the sale or exchange of ADSs, unless:

•

that gain is effectively connected with the conduct of a U.S. trade or business and, if an applicable income tax treaty so requires as a condition for you to be subject to U.S. federal income tax with respect to income from your ADSs, such gain is attributable to a permanent establishment that you maintain in the United States; or

•

you are a nonresident alien individual and are present in the United States for at least 183 days in the taxable year of the sale or other disposition and either (1) your gain is attributable to an office or other fixed place of business that you maintain in the United States or (2) you have a tax home in the United States.

If you are engaged in a U.S. trade or business, unless an applicable tax treaty provides otherwise, the income from your ADSs, including dividends and the gain from the disposition of ADSs, that is effectively connected with the conduct of that trade or business will generally be subject to the rules applicable to U.S. Holders discussed above. In addition, if you are a corporation, you may be subject to an additional branch profits tax at a rate of 30% or any lower rate under an applicable tax treaty.

U.S. information reporting and backup withholding rules

In general, dividend payments with respect to the ADSs and the proceeds received on the sale or other disposition of those ADSs may be subject to information reporting to the IRS and to backup withholding (currently imposed at a rate of 28%). Backup withholding will not apply, however, if you (1) are a corporation or come within certain other exempt categories and, when required, can demonstrate that fact or (2) provide a taxpayer identification number, certify as to no loss of exemption from backup withholding and otherwise comply with the applicable backup withholding rules. To establish your status as an exempt person, you will generally be required to provide certification on IRS Form W-9, W-8BEN or W-8ECI, as applicable. Any amounts withheld from payments to you under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability, provide that you furnish the required information to the IRS.

Additional Reporting Requirements

Effective for taxable years beginning after March 18, 2010, individuals and, to the extent provided by the U.S. Secretary of Treasury in regulations or other guidance, certain domestic entities that hold an interest in a “ specified foreign financial asset ” will be required to attach certain information regarding such assets to their income tax return for any year in which the aggregate value of all such assets exceeds US$50,000. A “ specified foreign financial asset ” includes any depository or custodial accounts at foreign financial institutions, non-publicly traded debt or equity interests in a foreign financial institution, and to the extent not held in an account at a financial institution, (i) stocks or securities issued by non-U.S. persons; (ii) any financial instrument or contract held for investment that has an issuer or counterparty which is non-U.S. person; and (iii) any interest in a non-U.S. entity. Penalties may be imposed for the failure to disclosure such information regarding specified foreign financial assets. You are urged to consult your tax advisors regarding the potential reporting requirements that may be imposed by this new legislation with respect to ownership of ADSs or ordinary shares.

New Legislation Regarding Medicare Tax

For taxable years beginning after December 31, 2012, certain U.S. Holders that are individuals, estates or trusts will be subject to a 3.8% tax on all or a portion of their “net investment income,” which may include all or a portion of their dividends and net gains from the sale or other disposition of ordinary shares. If you are a U.S. Holder that is an individual, estate or trust, you should consult your tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of your investment in our ordinary shares.

HOLDERS OF OUR ADSs SHOULD CONSULT WITH THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES RESULTING FROM PURCHASING, HOLDING OR DISPOSING OF THE ADSs, INCLUDING THE APPLICABILITY AND EFFECT OF THE TAX LAWS OF ANY STATE, LOCAL OR FOREIGN JURISDICTION AND INCLUDING ESTATE, GIFT AND INHERITANCE LAWS.

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F. Dividends and paying agents.

Not applicable.

G. Statement by experts.

Not applicable.

H. Documents on display.

We have previously filed with the Commission our registration statement on Form F-1, as amended, and our prospectus under the Securities Act, with respect to our ordinary shares.

We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year for fiscal years ending on or after December 15, 2012. Copies of reports and other information, when so filed, may be inspected without charge and may be obtained at prescribed rates at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information regarding the Washington, D.C. Public Reference Room by calling the Commission at 1-800-SEC-0330. The SEC also maintains a Web site at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

Our financial statements have been prepared in accordance with U.S. GAAP.

In accordance with NASDAQ Stock Market Rule 5250(d), we will post this annual report on Form 20-F on our website at http://ir.chinafinanceonline.com . In addition, we will provide hardcopies of our annual report on Form 20-F free of charge to shareholders and ADS holders upon request.

I. Subsidiaries information.

Not Applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk

Our exposure to market rate risk for changes in interest rates relates primarily to the interest income generated by excess cash invested in short term money market accounts and certificates of deposit, as well as the interest rate exposure related to the loan facility. We have not used derivative financial instruments in our investment portfolio.

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Our future interest income may fall short of expectations due to adverse changes in interest rates. With respect to cash and cash equivalents as of December 31, 2015, a hypothetical 1% (100 basis-point) decrease in interest rates would have decreased our interest income for the year then ended from $2.6 million to $1.8 million. In addition, with respect to cash, cash equivalents and restricted cash as of December 31, 2014, a hypothetical 1.0% (100 basis-point) decrease in interest rates would have decreased our interest income for the year then ended from $4.0 million to $3.7 million.

Foreign currency risk

Substantially all our revenues and expenses are denominated in Renminbi and HK Dollar, and a substantial portion of our cash is kept in Renminbi and HK Dollar, but as noted above, a portion of our cash is also kept in U.S. dollars. Although we believe that, in general, our exposure to foreign exchange risks should be limited, the value of our ADSs, will be affected by the foreign exchange rate between U.S. dollars and Renminbi. For example, to the extent that we need to convert U.S. dollars into Renminbi for our operational needs and the Renminbi appreciates against the U.S. dollar at that time, our financial position and the price of our ADSs may be adversely affected. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of declaring dividends on our ADSs or otherwise and the U.S. dollar appreciates against the Renminbi, the U.S. dollar equivalent of our earnings from our subsidiaries and controlled entities in China would be reduced.

We have recorded foreign exchange loss of $766,000 in net income in 2015, due to the recent revaluation of RMB against the U.S. dollar by Chinese government. On July 21, 2005, the Chinese government changed its policy of pegging the value of the Renminbi to that of U.S. dollar. Under the new policy, the Renminbi has fluctuated within a narrow and managed band against a basket of certain foreign currencies. As a result, the Renminbi appreciated approximately 3%, -0.4% and -6.1% against the U.S. dollar in 2013, 2014 and 2015, respectively, and may appreciate or depreciate significantly in value against the U.S. dollar or other foreign currencies in the long term. Since we have not engaged in any hedging activities, we may experience economic loss as a result of any foreign currency exchange rate fluctuations. As of December 31, 2015, we had cash, cash equivalents and restricted cash of US$79.5 million (approximately RMB 516.0 million) which were denominated in RMB at the exchange of $1.00 for RMB 6.4936 and US$6.3 million which were denominated in foreign currencies. Assuming a 1.0% depreciation of the RMB against the U.S. dollar, cash, cash equivalents and restricted cash denominated in RMB would have decreased to $78.7 million as of December 31, 2015.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities

Not Applicable.

B. Warrants and Rights

Not Applicable.

C. Other Securities

Not Applicable.

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D. American Depository Shares

Fees and Charges Payable by ADS Holders

According to the deposit agreement between us and the depositary, JPMorgan Chase Bank N.A., our ADR holders may have to pay the following fees and charges to JPMorgan Chase Bank N.A. in connection with ownership of the ADR:

Category	Depositary actions	Associated fee
(a) Depositing or substituting the underlying shares	Each person to whom ADSs are issued against deposits of shares, including deposits and issuances in respect of:	US$5.00 for each 100 ADSs (or portion thereof) evidenced by the ADRs issued

	• Share distributions, stock dividend, stock split, merger

	• Exchange of securities or any other transaction or event affecting the ADSs or the deposited securities

(b) Receiving or distributing dividends	Distribution of cash dividends	US$0.02 or less per ADS

(c) Selling or exercising rights	Distribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities	Up to US$5.00 for each 100 ADSs (or portion thereof)

(d) Withdrawing an underlying security	Acceptance of ADRs surrendered for withdrawal of deposited securities	US$5.00 for each 100 ADSs (or portion thereof) evidenced by the ADRs surrendered

(e) Transferring, splitting or grouping receipts	Transfers of depositary receipts	US$1.50 per ADS

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Category	Depositary actions	Associated fee
(f) General depositary services, particularly those charged on an annual basis	Services performed by the depositary in administering the ADRs	US$0.02 per ADS (or portion thereof) not more than once each calendar year and payable at the sole discretion of the depositary by billing ADR Holders or by deducting such charge from one or more cash dividends or other cash distributions

(g) Expenses of the Depositary	Expenses incurred on behalf of ADR Holders in connection with:	Expenses payable at the sole discretion of the depositary by billing ADR Holders or by deducting such charges from one or more cash dividends or other cash distributions
	• Compliance with foreign exchange control regulations or any law or regulation relating to foreign investment

	• The depositary’s or its custodian’s compliance with applicable law, rule or regulation

	• Stock transfer or other taxes and other governmental charges

	• Cable, telex and facsimile transmission and delivery charges

	• Fees for the transfer or registration of deposited securities in connection with the deposit or withdrawal of deposited securities

	• Expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such foreign currency)

	• Any other charge payable by depositary or its agents in connection with the servicing of the shares or the deposited securities

We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time between us and the depositary. The fees described above may be amended from time to time.

Fees and Payments from the Depositary to Us

The depositary has agreed to reimburse us annually for our expenses incurred in connection with the administration and maintenance of our ADS facility including, but not limited to, investor relations expenses, exchange listing fees or any other program related expenses. The depositary has also agreed to provide additional payments to us based on the applicable performance indicators relating to our ADS facility. There are limits on the amount of expenses for which the depositary will reimburse us. On May 22, 2013, we entered into a new contract with the depositary with a term of 5 years, which started from May 22, 2013. We were entitled to receive the maximum amount as US$270,000 for the periods between May 22, 2014 and May 21, 2015 and US$289,000 for the year between May 22, 2015 and May 21, 2016 (after withholding tax) from the depositary as reimbursement for our expenses incurred in connection with, among other things, investor relationship programs related to the ADS facility.

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PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

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, 2015. 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, 2015 were effective.

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.

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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 effective as of December 31, 2015.

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 16A. AUDIT COMMITTEE FINANCIAL EXPERT

See Item 6.C. of this annual report, “ Directors, Senior Management and Employees — Board Practices ” .

Our board of directors has concluded that Mr. Zheng (James) Chen, a member of our audit committee, meets the criteria for an “ audit committee financial expert ” as established by the U.S. SEC.

Mr. Zheng (James) Chen will not be deemed an “ expert ” for any purpose, including, without limitation, for purposes of section 11 of the Securities Act as a result of being designated or identified as an audit committee financial expert. The designation or identification of Zheng (James) Chen as an audit committee financial expert does not impose on him any duties, obligations or liability that are greater than the duties, obligations and liability imposed on him as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of Mr. Zheng (James) Chen as an audit committee financial expert does not affect the duties, obligations or liability of any other member of the audit committee or board of directors.

ITEM 16B. CODE OF ETHICS

See Item 6.C. of this annual report, “ Directors, Senior Management and Employees — Board Practices ” .

Our board of directors has adopted a code of ethics, which is applicable to our senior executives and financial officers and any other persons who perform similar functions for us. We have posted the text of our code of ethics on our Internet website at http://www.chinafinanceonline.com/list/en_CorporateGovernance.shtml.

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ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent accountant for the audit of our annual financial statements for fiscal year ended December 31, 2014 and 2015 were BDO China Shu Lun Pan Certified Public Accountants LLP (“BDO China”). For the fiscal year ended December 31, 2013, our independent accountant was Grant Thornton China. The following table sets forth the aggregate fees by category specified below in connection with certain professional services for the periods indicated. We did not pay any other fees to our independent registered public accounting firms during the periods indicated below.

	For the Year Ended December 31,
	2015		2014		2013
Audit Fees ⁽¹⁾	US$	416,000	US$	630,000	US$	433,000
Audit Related Fees		-		-		-
Tax Fees		-		-		-
All Other Fees		-		-		-

⁽¹⁾ “Audit Fees” means the aggregate fees in each of the fiscal years listed for professional services rendered by BDO China or Grant Thornton China, as applicable, for the audit of our annual financial statements, review of interim financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements.

Audit Committee Pre-approval Policies and Procedures

Our audit committee has adopted procedures which set forth the manner in which the committee will review and approve all audit and non-audit services to be provided by our independent accountant before that firm is retained for such services. The pre-approval procedures are as follows:

• Any audit or non-audit service to be provided to us by the independent accountant must be submitted to the audit committee for review and approval, with a description of the services to be performed and the fees to be charged.

• The audit committee in its sole discretion then approves or disapproves the proposed services and documents such approval, if given, through written resolutions or in the minutes of meetings, as the case may be.

ITEM 16D. EXEMPTION FROM THE LISTING STANDARD FOR AUDIT COMMITTEES

Not Applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

None.

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ITEM 16G. CORPORATE GOVERNANCE

We have followed and intend to continue to follow the applicable corporate governance standards of NASDAQ.

ITEM 16H. MINE SAFETY DISCLOSURE

Not Applicable

PART III

ITEM 17. FINANCIAL STATEMENTS

We have elected to provide financial statements pursuant to Item 18.

ITEM 18. FINANCIAL STATEMENTS

The consolidated financial statements for China Finance Online Co. Limited, its subsidiaries, its variable interest entities (“VIEs”) and its VIE’s subsidiaries are included at the end of this annual report.

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)

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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 China Finance Online Co. Limited, 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 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 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 March 3, 2008 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)

109

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 Share Pledge Agreement dated March 3,2008 among Zhiwei Zhao, Jun Wang 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 Technology 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 Technology 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 Fortune Software (Beijing) Co., Ltd., Jun Wang, Zhiwei Zhao and Beijing Glory Technology Co., Ltd. (incorporated by reference to Exhibit 4.35 from our 2007 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on June 5, 2008)

110

4.28		Translation of Operation Agreement dated September 10, 2007 by and between Fortune Software (Beijing) Co., Ltd. and Beijing Glory Technology 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 Glory Technology 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 Technology 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 Beijing Premium Technology Co., Ltd. (“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 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 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 (incorporated by reference to Exhibit 4.45 from our Amendment No. 1 to 2013 Annual Report on Form 20-F/A (File No.000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
4.39		Translation of Share Pledge Agreement dated November 1, 2012 among CFO Chuangying, Ying Zhu and Lin Yang (incorporated by reference to Exhibit 4.46 from our Amendment No. 1 to 2013 Annual Report on Form 20-F/A (File No.000-50975) filed with the Securities and Exchange Commission on April 21, 2015)

111

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 (incorporated by reference to Exhibit 4.43 from our Amendment No. 1 to 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
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 (incorporated by reference to Exhibit 4.44 from our Amendment No. 1 to 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
4.45		Translation of Purchase Option and Cooperation Agreement dated January 8, 2010 among Xun Zhao, Zhengyan Wu and CFO Software (incorporated by reference to Exhibit 4.45 from our Amendment No. 1 to 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
4.46		Translation of Share Pledge Agreement dated January 8, 2010 among Xun Zhao, Zhengyan Wu and CFO Software (incorporated by reference to Exhibit 4.46 from our Amendment No. 1 to 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
4.47		Translation of Operation Agreement dated June 8, 2008 between CFO Chongzhi and CFO Software (incorporated by reference to Exhibit 4.47 from our Amendment No. 1 to 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015))
4.48		Translation of Technical Support Agreement dated June 8, 2008 between CFO Chongzhi and CFO Software (incorporated by reference to Exhibit 4.48 from our Amendment No. 1 to 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
4.49		Translation of Strategic Consulting and Service Agreement dated June 8, 2008 between CFO Chongzhi and CFO Software (incorporated by reference to Exhibit 4.49 from our Amendment No. 1 to 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
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		Translation of Purchase Option and Cooperation 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)

112

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. (incorporated by reference to Exhibit 4.52 from Amendment No. 1 to our 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
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 (incorporated by reference to Exhibit 4.53 from our Amendment No. 1 to 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
4.54		Translation of Share Pledge Agreement dated January 15, 2012 among Na Zhang, Xun Zhao and CFO Chongzhi (incorporated by reference to Exhibit 4.54 from our Amendment No. 1 to 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
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 (incorporated by reference to Exhibit 4.58 from our Amendment No. 1 to 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
4.59		Translation of Purchase Option and Cooperation Agreement dated March 29, 2011 among Zhiwei Zhao, Jun Wang, Stockstar Wealth Management and CFO Zhengtong (incorporated by reference to Exhibit 4.59 from our Amendment No. 1 to 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
4.60		Translation of Share Pledge Agreement dated March 29, 2011 among Zhiwei Zhao, Jun Wang and CFO Zhengtong (incorporated by reference to Exhibit 4.60 from our Amendment No. 1 to 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
4.61		Translation of Operation Agreement dated March 29, 2011 between Stockstar Wealth Management and CFO Zhengtong (incorporated by reference to Exhibit 4.61 from our Amendment No. 1 to 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
4.62		Translation of Technical Support Agreement dated March 29, 2011 between Stockstar Wealth Management and CFO Zhengtong (incorporated by reference to Exhibit 4.62 from our Amendment No. 1 to 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)

113

4.63		Translation of Strategic Consulting and Service Agreement dated March 29, 2011 between Stockstar Wealth Management and CFO Zhengtong (incorporated by reference to Exhibit 4.63 from our Amendment No. 1 to 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
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 (incorporated by reference to Exhibit 4.64 from our 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
4.65		Translation of Purchase Option and Cooperation Agreement dated December 11, 2012 among Xiaowei Wang, Na Zhang, CFO Chuangying and CFO Software (incorporated by reference to Exhibit 4.65 from our Amendment No. 1 to 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
4.66		Translation of Share Pledge Agreement dated November 15, 2012 among Xiaowei Wang, Na Zhang and CFO Software (incorporated by reference to Exhibit 4.66 from our Amendment No. 1 to 2013 Annual Report on Form 20F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
4.67		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		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		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 June 1, 2014 among CFO Zhengyong, Lin Yang and Yi Yang (incorporated by reference to Exhibit 4.70 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.71		Translation of Purchase Option and Cooperation Agreement dated June 1, 2014 among Lin Yang, Yi Yang, CFO Newrand and CFO Zhengyong (incorporated by reference to Exhibit 4.71 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.72		Translation of Operation Agreement dated June 1, 2014 between CFO Newrand and CFO Zhengyong (incorporated by reference to Exhibit 4.72 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.73		Translation of Technical Support Agreement dated June 1, 2014 between CFO Newrand and CFO Zhengyong (incorporated by reference to Exhibit 4.73 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.74		Translation of Strategic Consulting and Service Agreement dated June 1, 2014 between CFO Newrand and CFO Zhengyong (incorporated by reference to Exhibit 4.74 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)

114

4.75		Translation of Loan Agreement dated February 12, 2014 among CFO Zhengyong, Ran Tao and Haibin Wang (incorporated by reference to Exhibit 4.75 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.76		Translation of Purchase Option and Cooperation Agreement dated February 12, 2014 among Tao Ran, Haibin Wang, Beijing Mingfu Economics Research Institute Co., Ltd. and CFO Zhengyong (incorporated by reference to Exhibit 4.76 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.77		Translation of Share Pledge Agreement dated February 12, 2014 among Ran Tao, Haibin Wang and CFO Zhengyong (incorporated by reference to Exhibit 4.77 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.78		Translation of Operation Agreement dated February12, 2014 between Beijing Mingfu Economics Research Institute Co., Ltd. and CFO Zhengyong (incorporated by reference to Exhibit 4.78 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.79		Translation of Technical Support Agreement dated February12, 2014 between Beijing Mingfu Economics Research Institute Co., Ltd. and CFO Zhengyong (incorporated by reference to Exhibit 4.79 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.80		Translation of Strategic Consulting and Service Agreement dated February12, 2014 between Beijing Mingfu Economics Research Institute Co., Ltd. and CFO Zhengyong (incorporated by reference to Exhibit 4.80 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.81		Translation of Loan Agreement dated May 14, 2014 among CFO Software, Zhiwei Zhao and Jun Wang (incorporated by reference to Exhibit 4.81 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.82		Translation of Purchase Option and Cooperation Agreement dated May 14, 2014 among Zhiwei Zhao, Jun Wang, CFO Securities Consulting and CFO Software (incorporated by reference to Exhibit 4.82 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.83		Translation of Operation Agreement dated May 14, 2014 between CFO Securities Consulting and CFO Software (incorporated by reference to Exhibit 4.83 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.84		Translation of Technical Support Agreement dated May 14, 2014 between CFO Securities Consulting and CFO Software (incorporated by reference to Exhibit 4.84 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.85		Translation of Strategic Consulting and Service Agreement dated May 14, 2014 between CFO Securities Consulting and CFO Software (incorporated by reference to Exhibit 4.85 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.86		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)

115

4.87		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)
4.88		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)
4.89		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)
4.90		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.)
4.91		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.)
4.92		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.)
4.93		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.)
4.94		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.)

116

4.95		English Summary of the real estate investment contract and the shareholder agreement by and among CFO Huiying, 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.)
4.96		Translation of Assets Purchase Agreement among Shenzhen Newrand and Shenzhen Champion Connection (incorporated by reference to Exhibit 4.31 from our 2013 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 6, 2014)
4.97		Translation of Purchase Agreement between Giant Bright and Champion Connection Network H.K. Limited (incorporated by reference to Exhibit 4.32 from our 2013 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 6, 2014)
4.98		Translation of Agreement for Change of Parties to the Contract (incorporated by reference to Exhibit 4.33 from our 2013 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 6, 2014)
4.99		Translation of Purchase Agreement between Giant Bright and Hadevan (incorporated by reference to Exhibit 4.34 from our 2013 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 6, 2014)
4.100		Translation of Assets Purchase Agreement among Shenzhen Genius and Shenzhen Champion Connection (incorporated by reference to Exhibit 4.35 from our 2013 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 6, 2014)
4.101		Translation of Purchase Agreement between Mainfame and Champion Connection Network H.K. Limited (incorporated by reference to Exhibit 4.36 from our 2013 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 6, 2014)
4.102		Translation of Cooperation Framework Agreement among Shanghai Stockstar Wealth Management, Golden Pioneer Network Technologies and Shanghai Excellence Advertising (incorporated by reference to Exhibit 4.37 from our 2013 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 6, 2014)
4.103		Translation of Capital Increase and Shareholders’ Agreement of Shenzhen Tahoe Investment and Development Co, Ltd. (incorporated by reference to Exhibit 4.38 from our 2013 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on May 6, 2014)
4.104		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. (incorporated by reference to Exhibit 4.116 from our Amendment No. 1 to 2013 Annual Report on Form 20-F/A (File No. 000-50975) filed with the Securities and Exchange Commission on April 21, 2015)
4.105		2014 Stock Incentive Plan (incorporated by reference to Appendix A of Exhibit 99.1 from our Form 6-K (File No. 000-50975) filed with the Securities and Exchange Commission on May 30, 2014)
4.106		Restricted Stock Issuance and Allocation Agreement - 2007 Equity Incentive Plan (incorporated by reference to Appendix B of Exhibit 99.1 from our Form 6-K (File No. 000-50975) filed with the Securities and Exchange Commission on May 30, 2014)

117

4.107		Translation of Strategic Cooperation Framework Agreement about Precious Metals Business dated on December 23, 2014 among Fujian Zhengjin, Tianjin Zhengjin, Du Shihong and Bai Xuefeng (incorporated by reference to Exhibit 4.109 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.108		Translation of Reorganization Framework Agreement dated on June 1, 2014 among Stockstar Wealth Management, Shanghai Excellence Advertising Co., Ltd. and Golden Pioneer (Beijing) Network Technology Co. Ltd. (incorporated by reference to Exhibit 4.110 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.109		Translation of Reorganization Framework Agreement dated on June 1, 2014 among China Finance Online Co. Limited and Shanghai Excellence Advertising Co., Ltd. (incorporated by reference to Exhibit 4.111 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.110		Translation of Business Cooperation Framework Agreement dated on April 24, 2014 between CITIC Securities Co., Ltd and China Finance Online Co., Ltd. (incorporated by reference to Exhibit 4.112 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.111		Translation of Online Securities Business Cooperation Agreement between Zhongshan Securities Co. Ltd. and Beijing Glory Technology Co., Ltd. (incorporated by reference to Exhibit 4.113 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.112		Translation of Online Securities Business Cooperation Agreement between Greatwall Securities Co. Ltd. and Beijing Glory Technology Co., Ltd. (incorporated by reference to Exhibit 4.114 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.113		Translation of Online Securities Business Cooperation Agreement between China International Capital Co. Ltd. and Beijing Glory Technology Co., Ltd. (incorporated by reference to Exhibit 4.115 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.114		Translation of Online Securities Business Cooperation Agreement between Heng Tai Securities Co. Ltd. and Beijing Glory Technology Co., Ltd. (incorporated by reference to Exhibit 4.116 from our 2014 Annual Report on Form 20-F (File No.000-50975) filed with the Securities and Exchange Commission on April 27, 2015)
4.115*		Translation of sale & purchase agreement dated March 30, 2015 about the 100% equity of iSTAR Futures and iSTAR Wealth Management between iSTAR Capital International Co., Ltd., iSTAR Management Limited, Tianfeng Securities Co., Ltd. and CFO Fuhua.
4.116*		Translation of the first supplement dated April 9, 2015 between iSTAR Capital International Co., Ltd., iSTAR Management Limited, Tianfeng Securities Co., Ltd. and CFO Fuhua.
4.117*		Translation of the second supplement dated September 28, 2015 between iSTAR Capital International Co., Ltd., iSTAR Management Limited, Tianfeng Securities Co., Ltd. and CFO Fuhua.
4.118*		Translation of the agreement on enforcement of arbitration award dated on December 9, 2015 among CFO Huiying, Langfang Shengshi Real Estate Development Co., Ltd. and Beijing Bluestone Investment Management Co., Ltd.

118

4.119*		Translation of the reorganization framework agreement dated May 4, 2015 between China Finance Online Co. Limited, Danford (H.K.) Limited, Dongjin Investment Co., Ltd., Beijing Cairuitong Technology Co., Ltd., Caifu Xinying (Beijing) Technology Co., Ltd. and Beijing Cowboy Network Technology Co., Ltd.
4.120*		Translation of share transfer agreement dated on May 25, 2016 between Beijing Glory Technology Co., Ltd. and Shanghai Zheshang Business Consulting Co., Ltd.
4.121*		Translation of share transfer agreement dated on May 25, 2016 between CFO Qicheng and Beijing Leshi Excellence Investment Management Partnership.
4.122*		Translation of share transfer agreement dated on May 25, 2016 between CFO Qicheng and Shanghai Ever Bright Yan Ze Venture Capital Enterprise (limited partnership).
4.123*		Translation of share transfer agreement dated on May 25, 2016 between Shenzhen Shangtong Software Co., Ltd. and Shanghai Ever Bright Fu Yi Venture Capital Enterprise (limited partnership)
4.124*		Translation of share transfer agreement dated on May 25, 2016 between Shenzhen Shangtong Software Co., Ltd. and Beijing Leshi Excellence Investment Management Partnership.
4.125*		Translation of share transfer agreement dated on May 25, 2016 between Shenzhen Shangtong Software Co., Ltd. and Xiaoming Wang
4.126*		Translation of the framework agreement dated December 11, 2016 about the reorganization and sale & purchase of stockstar.com related business
4.127*		Translation of the share transfer agreement dated August 27, 2015 by and among CFO Meining and Beijing Glory Technology Co., Ltd.
4.128*		Translation of the share transfer agreement dated August 27, 2015 by and among Zhang Na and Beijing Glory Technology Co., Ltd.
4.129*		Translation of the share transfer agreement dated August 27, 2015 by and among Zhao Xun and Beijing Premium Technology Co., Ltd.
4.130*		Translation of the share transfer agreement dated December 10, 2015 by and among CFO Meining, Zhiwei Zhao, Jun Wang, Tibet Fortune Jinyuan Network Technology Co., Ltd. and Zhongcheng Futong Co., Ltd.
4.131*		Translation of the termination agreement dated September 20, 2015 by and among CFO Chongzhi and Shanghai Stockstar Information & Technology Co., Ltd. terminating certain strategic consulting and service agreement, the technical support agreement and the operation agreement.
4.132*		Translation of the termination agreement dated September 20, 2015 by and among CFO Chongzhi, Na Zhang, Xun Zhao and Shanghai Stockstar Information & Technology Co., Ltd. terminating certain purchase option and cooperation agreement, loan agreement and share pledge agreement.
4.133*		Translation of the termination agreement dated December 8, 2015 by and between CFO Software and CFO Securities Consulting terminating certain strategic consulting and service agreement, the technical support agreement and the operation agreement.
4.134*		Translation of the termination agreement dated December 8, 2015 by and among CFO Software, Zhiwei Zhao, and CFO Securities Consulting terminating certain loan agreement and the purchase option and cooperation agreement.
4.135*		Translation of the termination agreement dated December 8, 2015 by and among CFO Software, Jun Wang and CFO Securities Consulting terminating certain loan agreement and the purchase option and cooperation agreement.

119

4.136*		Translation of the share transfer agreement dated December 24, 2015 by and among Tibet Fortune Jinyuan Network Technology Co., Ltd., Shanghai EBI Capital Co., Ltd. and Xiaoming Wang.
4.137*		Translation of the sale & purchase agreement dated April 8, 2016 about the 100% equity of iSTAR Wealth Management between iSTAR Management Limited and Tianfeng Securities 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 BDO China Shu Lun Pan Certified Public Accountants LLP.
15.2*		Consent of Jincheng Tongda & Neal Law Firm
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 this annual report on Form 20-F.
**		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.

120

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 annual report on its behalf.

	CHINA FINANCE ONLINE CO. LIMITED
Date: April 27, 2016
	/s/ Jun Wang
	Name:	Jun Wang
	Title:	Chief Financial Officer

121

	CHINA FINANCE ONLINE CO. LIMITED

	Report of Independent Registered Public Accounting Firm
	and Consolidated Financial Statements
	For the years ended December 31, 2013, 2014 and 2015

CHINA FINANCE ONLINE CO. LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS	PAGE



REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F - 1


CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2014 AND 2015	F - 2


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015	F - 4


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015	F - 5


CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015	F - 6


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F - 8


FINANCIAL STATEMENT SCHEDULE I - FINANCIAL INFORMATION OF PARENT COMPANY	F - 76

CHINA FINANCE ONLINE CO. LIMITED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

China Finance Online Co. Limited.

We have audited the accompanying consolidated balance sheet of China Finance Online Co. Limited, its subsidiaries, its variable interest entities ("VIEs") and its VIEs' subsidiaries (the "Group") as of December 31, 2015, and the related consolidated statement of comprehensive income, changes in shareholders ' equity, and cash flow for the year ended December 31, 2015. Our audit of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Schedule I. These financial statements and financial statement schedule are the responsibility of the Group's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Group ' s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group ' s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of China Finance Online Co. Limited, its subsidiaries, its VIEs and its VIEs' subsidiaries as of December 31, 2015, and the results of their operations and their cash flow for the year ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

BDO China Shu Lun Pan Certified Public Accountants LLP

Beijing, China

April 27, 2016

F- 1

CHINA FINANCE ONLINE CO. LIMITED

CONSOLIDATED BALANCE SHEETS

(In U.S. dollars, except share-related data)

	December 31,
Assets	2014		2015

Current assets:
Cash and cash equivalents	$	32,538,513	$	85,734,048
Restricted cash		5,498		-
Prepaid expenses and other current assets		8,540,863		3,488,647
Trust bank balances held on behalf of customers		11,922,216		14,167,606
Consideration receivable		13,400,882		-
Accounts receivable - margin clients, net of allowance for doubtful accounts of nil and nil in 2014 and 2015, respectively		1,698,861		4,367,417
Accounts receivable - others, net of allowance for doubtful accounts of $43,077 and $40,592 in 2014 and 2015, respectively		12,885,493		12,007,714
Loan receivable		10,295,800		-
Deferred tax assets, current		926,081		969,464
Total current assets		92,214,207		120,734,896

Property and equipment, net		4,862,949		5,789,534
Acquired intangible assets, net		2,185,280		1,539,534
Cost method investment		1,217,617		554,392
Equity method investment, net		-		1,228,269
Rental deposits		1,387,653		1,422,626
Goodwill		7,089,780		6,699,620
Guarantee fund deposits		4,874,332		6,076,036
Deferred tax assets, non-current		71,540		20,250
Total assets	$	113,903,358	$	144,065,157

Liabilities and shareholders' equity

Current liabilities:
Deferred revenue, current (including deferred revenue, current of the consolidated variable interest entities without recourse to China Finance Online Co. Limited $2,954,098 and $5,058,018 as of December 31, 2014 and December 31, 2015, respectively)	$	4,935,972	$	6,658,689
Accrued expenses and other current liabilities (including accrued expenses and othercurrent liabilities of the consolidated variable interest entities without recourse to China Finance Online Co. Limited $6,282,466 and $13,035,773 as of December 31, 2014 and December 31, 2015, respectively)		8,837,734		15,655,425
Amounts due to customers for the trust bank balances held on their behalf (including amounts due to customers for the trust bank balances held on their behalf of the consolidated variable interest entities without recourse to China Finance Online Co. Limited $398,936 and $565,605 as of December 31, 2014 and December 31, 2015, respectively)		11,922,216		14,167,606
Accounts payable (including accounts payable of the consolidated variable interest entities without recourse to China Finance Online Co. Limited $1,997,774 and $3,387,125 as of December 31, 2014 and December 31, 2015, respectively)		9,852,491		5,493,728
Income taxes payable (including income taxes payable of the consolidated variable interest entities without recourse to China Finance Online Co. Limited $300,679 and $1,752,812 as of December 31, 2014 and December 31, 2015, respectively)		314,270		1,768,347
Deferred tax liabilities, current (including deferred tax liabilities, current of the consolidated variable interest entities without recourse to China Finance Online Co. Limited $578,006 and $13,067 as of December 31, 2014 and December 31, 2015, respectively)		580,197		15,132
Total current liabilities		36,442,880		43,758,927

Deferred revenue, non-current (including deferred revenue, non-current of the consolidated variable interest entities without recourse to China Finance Online Co. Limited $353,035 and $187,041 as of December 31, 2014 and December 31, 2015, respectively)		1,372,722		691,922
Deferred tax liabilities, non-current (including deferred tax liabilities, non-current of the consolidated variable interest entities without recourse to China Finance Online Co. Limited $546,320 and $384,883 as of December 31, 2014 and December 31, 2015, respectively)		546,320		384,883
Total liabilities		38,361,922		44,835,732

F- 2

CHINA FINANCE ONLINE CO. LIMITED

CONSOLIDATED BALANCE SHEETS - continued

(In U.S. dollars, except share-related data)

	December 31,
	2014			2015
Commitments and contingencies (Note 25)

Equity:
China Finance Online Co. Limited shareholder's equity:
Ordinary shares (112,417,933 and 118,098,018 shares issued and outstanding as of December 31, 2014 and 2015, respectively)		56,386,606			56,856,000
Additional paid-in capital		24,207,606			28,145,846
Accumulated other comprehensive income		12,064,338			8,597,295
Retained deficits		(28,043,186	)		(5,560,770	)

Total China Finance Online Co. Limited shareholders' equity		64,615,364			88,038,371

Noncontrolling interest		10,926,072			11,191,054

Total equity		75,541,436			99,229,425

Total liabilities and equity	$	113,903,358		$	144,065,157

The accompanying notes are an integral part of these consolidated financial statements.

F- 3

CHINA FINANCE ONLINE CO. LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In U.S. dollars, except share-related data)

	Years ended December 31,
	2013			2014			2015
Net revenues	$	52,738,077		$	83,695,885		$	107,404,766
Cost of revenues		10,570,070			20,352,729			19,738,737
Gross profit		42,168,007			63,343,156			87,666,029

Operating expenses:
General and administrative (including share-based compensation of $2,985,112, $4,533,562 and $6,395,451 for 2013, 2014 and 2015, respectively)		15,210,102			17,592,119			17,993,787
Product development (including share-based compensation of $39,574, $113,292 and $(217,695) for 2013, 2014 and 2015, respectively)		9,032,327			11,147,873			10,738,730
Sales and marketing (including share-based compensation of $10,436 , $52,099 and $(121,723) for 2013, 2014 and 2015, respectively)		30,588,236			43,761,473			46,474,107
Loss from impairment of intangible assets		-			1,802,125			250,360
Loss from impairment of goodwill		-			8,149,525			-
Total operating expenses		54,830,665			82,453,115			75,456,984

Government subsidies		11,187			659,417			251,828

Income (loss) from operations		(12,651,471	)		(18,450,542	)		12,460,873
Interest income		1,340,563			4,044,288			2,648,026
Interest expense		(196,458	)		(12,311	)		(514	)
Exchange gain (loss), net		556,757			(112,672	)		(766,162	)
Gain on the interest sold and retained noncontrolling investment		-			-			9,999,801
Gain from sales of cost method investment		-			4,337,736			4,648,302
Gain (loss) from equity method investment		2,773,839			-			(66,970	)
Short-term investment income		132,069			58,451			216,025
Other income (expense), net		(29,131	)		18,236			(937,431	)

Income (loss) before income tax expense		(8,073,832	)		(10,116,814	)		28,201,950
Income tax expense		(100,058	)		(513,914	)		(1,384,262	)

Net income (loss)	$	(8,173,890	)	$	(10,630,728	)	$	26,817,688

Less: net income (loss) attributable to the noncontrolling interest		399,238			(3,462,879	)		4,335,272
Net income (loss) attributable to China Finance Online Co. Limited	$	(8,573,128	)	$	(7,167,849	)	$	22,482,416

Net income (loss) per share attributable to China Finance Online Co. Limited
Basic	$	(0.08	)	$	(0.07	)	$	0.20
Diluted	$	(0.08	)	$	(0.07	)	$	0.18

Weighted average shares used in calculating net income (loss) per share
Basic		109,019,513			109,385,712			110,997,871
Diluted		109,019,513			109,385,712			125,129,763

Other comprehensive income (loss), net of tax:
Changes in foreign currency translation adjustment		1,195,795			(221,277	)		(3,467,043	)

Other comprehensive income (loss), net of tax		1,195,795			(221,277	)		(3,467,043	)

Comprehensive income (loss)		(6,978,095	)		(10,852,005	)		23,350,645

Less: net income (loss) attributable to the noncontrolling interest		399,238			(3,462,879	)		4,335,272

Comprehensive income (loss) attributable to China Finance Online Co. Limited	$	(7,377,333	)	$	(7,389,126	)	$	19,015,373

The accompanying notes are an integral part of these consolidated financial statements.

F- 4

CHINA FINANCE ONLINE CO. LIMITED

CONSOLIDATED STATEMENTS OF

SHAREHOLDERS’ EQUITY

(In U.S. dollars, except share-related data)

	Ordinary shares
	Shares		Amount		Additional paid-in capital			Accumulated other comprehensive income (loss)			Retained deficits			Total China Finance Online Co. Limited shareholders' equity			Noncontrolling interest			Total equity
Balance as of January 1, 2013		110,955,383	$	14,328	$	81,163,244		$	11,089,820		$	(12,302,209	)	$	79,965,183		$	751,368		$	80,716,551

Exercise of share options by employees		190,250		25		30,415			-			-			30,440			-			30,440
Share-based compensation		-		-		2,960,746			-			-			2,960,746			74,376			3,035,122
Business combination		-		-		191,861			-			-			191,861			13,421,370			13,613,231
Foreign currency translation adjustment		-		-		-			1,195,795			-			1,195,795			-			1,195,795
Net income (loss)		-		-		-			-			(8,573,128	)		(8,573,128	)		399,238			(8,173,890	)
Balance as of December 31, 2013		111,145,633	$	14,353	$	84,346,266		$	12,285,615		$	(20,875,337	)	$	75,770,897		$	14,646,352		$	90,417,249

Transfer share premium to share capital (Note)		-		55,718,184		(55,718,184	)		-			-			-			-			-
Exercise of share options by employees		1,164,300		654,055					-			-			654,055			-			654,055
Restricted shares issued		108,000		14		-			-			-			14			-			14
Share-based compensation		-		-		4,540,257			-			-			4,540,257			158,696			4,698,953
Business restructure		-		-		(8,960,733	)		-			-			(8,960,733	)		613,915			(8,348,818	)
Dividends paid to noncontrolling shareholders		-		-		-			-			-			-			(1,030,012	)		(1,030,012	)
Foreign currency translation adjustment		-		-		-			(221,277	)		-			(221,277	)					(221,277	)
Net loss		-		-		-			-			(7,167,849	)		(7,167,849	)		(3,462,879	)		(10,630,728	)
Balance as of December 31, 2014		112,417,933	$	56,386,606	$	24,207,606		$	12,064,338		$	(28,043,186	)	$	64,615,364		$	10,926,072		$	75,541,436

Issuance of ordinary shares for the plan of share options and restricted shares		4,000,000		520		-			-			-			520			-			520
Exercise of share options by employees		435,000		293,654		-			-			-			293,654			-			293,654
Exercise of share options by nonemployees		1,095,000		175,200		-			-			-			175,200			-			175,200
Restricted shares issued		150,085		20		-			-			-			20			-			20
Share-based compensation		-		-		5,331,748			-			-			5,331,748			724,285			6,056,033
Changes in noncontrolling ownership interest		-		-		(1,393,508	)		-			-			(1,393,508	)		1,714,464			320,956
Dividends paid to noncontrolling shareholders		-		-		-			-			-			-			(6,509,680	)		(6,509,680	)
Foreign currency translation adjustment		-		-		-			(3,467,043	)		-			(3,467,043	)		-			(3,467,043	)
Paid-in capital from noncontrolling shareholders		-		-		-			-			-			-			641			641
Net income		-		-		-			-			22,482,416			22,482,416			4,335,272			26,817,688
Balance as of December 31, 2015		118,098,018	$	56,856,000	$	28,145,846		$	8,597,295		$	(5,560,770	)	$	88,038,371		$	11,191,054		$	99,229,425

Note:

Under Hong Kong Companies Ordinance (Cap.622), which came into force on March 3, 2014, the concept of authorized share capital no longer exists. In accordance with the said Ordinance, the Company’s shares no longer have a par value. There is no impact on the number of shares in issue or the relevant entitlement of any of the shareholders as a result of this transition. In addition, in accordance with the transitional provisions set out in section 37 of Schedule 11 to the said Ordinance, any amount outstanding to the credit of the share premium has become part of the Company’s share capital.

The accompanying notes are an integral part of these consolidated financial statements.

F- 5

CHINA FINANCE ONLINE CO. LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. dollars)

	Years ended December 31,
	2013			2014			2015
Operating activities:

Net income (loss)	$	(8,173,890	)	$	(10,630,728	)	$	26,817,688
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Share-based compensation		3,035,122			4,698,953			6,056,033
Depreciation and amortization		2,164,992			1,973,423			1,649,136
Provision of allowance for doubtful accounts		521,567			(193,832	)		74
Gain (loss) from equity method investment		(2,773,839	)		-			66,970
Gain from short-term investments		(132,069	)		(58,451	)		(216,025	)
Deferred taxes		(357,014	)		(106,900	)		(502,052	)
Loss on disposal of property and equipment		163,963			194,136			390,296
Gain from sales of cost method investment		-			(4,337,736	)		(4,648,302	)
Loss from impairment of intangible assets		-			1,802,125			250,360
Loss from impairment of goodwill		-			8,149,525			-
Gain from business restructure		-			(90,666	)		-
Gain on the interest sold and retained noncontrolling investment		-			-			(9,999,801	)
Changes in assets and liabilities:
Accounts receivable, others		(8,132,005	)		2,371,865			586,009
Accounts receivable, margin clients		8,933,007			4,413,011			(2,666,812	)
Prepaid expenses and other current assets		1,131,750			(1,284,341	)		369,290
Advances to employees		1,071,769			-			-
Trust bank balances held on behalf of customers		(1,181,312	)		(1,928,568	)		(2,267,808	)
Restricted cash		7,143			(1,560	)		5,403
Rental deposits		(273,402	)		(368,933	)		(204,811	)
Guarantee deposit funds		(4,881,966	)		865,963			(1,576,128	)
Amounts due from noncontrolling shareholders		-			(1,821,928	)		2,690,941
Deferred revenue		(2,866,258	)		(1,749,432	)		1,794,179
Account payable		11,666,365			(2,671,121	)		(5,182,939	)
Accrued expenses and other current liabilities		(1,189,465	)		161,455			2,596,050
Amounts due to customers for the trust bank balance held on their behalf		1,181,312			1,928,568			2,267,808
Income taxes payable		242,886			(142,692	)		1,541,421
Net cash provided by operating activities		158,656			1,172,136			19,816,980

Investing activities:
Purchase of property and equipment		(833,921	)		(3,158,042	)		(3,350,260	)
Purchase of intangible assets		(578,624	)		(81,378	)		-
Acquisition of businesses (net of cash acquired of $121,044, nil and $14,463 for the years ended December 31, 2013, 2014, and 2015, respectively)		(3,627,963	)		(705,180	)		14,463
Business restructure (Note 4)		-			(2,873,988	)		(354,284	)
Proceeds from disposal of affiliates (Note 13)		-			-			8,463,170
Acquisition of equity method investment		(21,525,608	)		-			(327,263	)
Proceeds from transfer of equity method investment		11,445,202			-			12,765,427
Loan given to equity method investee		(20,461,773	)		-			-
Repayment of loans given to equity method investee		10,247,235			-			9,807,585
Proceeds from transfer equity interest to noncontrolling shareholders		-			-			72,271
Advances related to disposal of subsidiaries (Note 18 (i))		-			-			5,299,758
Purchase of short-term investments		(83,911,858	)		(90,694,201	)		(105,354,947	)
Proceeds from sales of short-term investments		86,716,413			90,764,098			105,562,667
Acquisition of cost method investment		(309,698	)		(81,378	)		-
Proceeds from sales of cost method investment		-			2,168,868			7,959,237
Restricted cash		29,282,705			-			-
Loan receivable		994,459			-			-
Proceeds from disposal of fixed assets		140,942			63,038			-
Net cash provided by (used in) investing activities		7,577,511			(4,598,163	)		40,557,824

Financing activities:
Proceeds from stock options exercised by employees		640			654,069			294,193
Proceeds from stock options exercised by nonemployees		-			-			175,200
Proceeds from paid-in capital of noncontrolling shareholders		1,397,616			-			488,155
Repayment of short-term loan		(13,536,161	)		-			-
Dividends paid to noncontrolling shareholders		-			(1,025,788	)		(6,549,628	)
Net cash used in financing activities		(12,137,905	)		(371,719	)		(5,592,080	)

Effect of exchange rate changes		(133,308	)		(34,691	)		(1,587,189	)

F- 6

CHINA FINANCE ONLINE CO. LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. dollars)

	Years ended December 31,
	2013			2014			2015

Net (decrease) increase in cash and cash equivalents		(4,535,046	)		(3,832,437	)		53,195,535

Cash and cash equivalents, beginning of year		40,905,996			36,370,950			32,538,513
Cash and cash equivalents, end of year		36,370,950			32,538,513			85,734,048

Supplemental disclosure of cash flow information
Income taxes paid	$	81,188		$	758,006		$	682,232
Interest paid	$	174,353		$	5,130		$	514

The accompanying notes are an integral part of these consolidated financial statements.

F- 7

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

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 leading web-based financial services company in China.

The Company provides Chinese retail investors with online access to securities, commodities and wealth management products, as well as financial database and analytics services to institutional customers. The Company's prominent flagship portal site www.jrj.com is ranked among the top financial websites in China. Leveraging our extensive experience and robust internet capabilities, the Company is adapting and strategically transitioning its business to the new environment by rapidly building Investment Masters (iTougu) and Yinglibao, the Company's two newest businesses, into leading one-stop financial products and services platforms for individual investors in China.

In 2015, the Company integrated its web-based trading platform, Securities Master (Zhengquantong) , and Yinglibao , its internet-based financial platform that integrates cash management solutions and mutual fund distribution, into iTougu which facilitates communication between securities investment advisors and their respective clients and followers in real-time and for 24 hours a day, and enabling a vast number of Chinese individual investors to obtain private advice from thousands of securities investment advisors. The Company also continued to diversify its product offerings on the wealth management platform, Yinglibao . The Company also provides our rapidly growing commodities brokerage services (formerly known as precious metals business) in mainland China along with brokerage services in Hong Kong in order to address market demand for alternative investment opportunities. We further diversified our product offering in the commodities brokerage services with the launch of a heavy oil brokerage business in 2015.

In addition, the Company offers basic financial software, information services and securities investment advisory services to retail investors in China. Through its subsidiary, Shenzhen Genius Information Technology Co., Ltd., the Company provides financial database and analytics to institutional customers including domestic financial, research, academic and regulatory institutions. China Finance Online also provides brokerage services in Hong Kong.

F- 8

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

Details of China Finance Online's significant subsidiaries, VIEs and VIEs' subsidiaries as of December 31, 2015 were as follows:

Company name	Place of incorporation or establishment	Date of incorporation or acquisition	legal ownership interest	Principal 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
Shenzhen Genius Information Technology Co., Ltd. ("CFO Genius")	Shenzhen, PRC	Sep. 21, 2006	100%	Subscription service
Zhengyong Information & Technology (Shanghai) Co., Ltd.
(“CFO Zhengyong”)	Shanghai, PRC	Aug. 17, 2008	100%	N/A
Zhengtong Information Technology (Shanghai) Co., Ltd ("CFO Zhengtong")	Shanghai, PRC	Jun. 24, 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, future contract
("iSTAR Wealth Management")				advising and asset management
iSTAR International Credit Co. Limited ("iSTAR Credit")	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
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
Beijing Chuangying Advisory and Investment Co., Ltd.
( "CFO Chuangying" )	Beijing, PRC	Jan. 9, 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
Fortune (Beijing) Huiying Investment Consulting Co., Ltd. ("CFO Huiying")	Beijing, PRC	Dec. 18, 2009	Nil	N/A
Shenzhen Tahoe Investment and Development Co., Ltd ("CFO Tahoe")	Shenzhen, PRC	Sep. 30, 2013	Nil	N/A
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	Commodities brokerage
("CFO Zhengjin Fujian")
Zhengjin (Shanghai) Precious Metals Investment Co., Ltd.	Shanghai, PRC	Dec. 12, 2013	Nil	Commodities brokerage
("CFO Zhengjin Shanghai")
Zhengjin (Tianjin) Precious Metals Investment Co., Ltd.	Tianjin, PRC	Jul. 23, 2013	Nil	Commodities brokerage
("CFO Zhengjin Tianjin")
Henghui (Tianjin) Precious Metals Investment Co., Ltd.	Tianjin, PRC	Sep. 30, 2013	Nil	Commodities brokerage
("CFO Henghui")
Zhengjin (Beijing) Wisdom Petroleum and Chemical Investment
Management Co., Ltd. ("CFO Zhengjin Beijing")	Beijing, PRC	Jan. 13, 2014	Nil	N/A
Yinglibao (Beijing) Technology Co., Ltd. ("CFO Yinglibao")	Beijing, PRC	Jan. 15, 2014	Nil	Internet-based financial platform
Zhengjin (Qingdao) Wisdom Trading Co., Ltd. ("CFO Zhengjin Qingdao")	Qingdao, PRC	Sep. 4, 2014	Nil	N/A
Zhengjin (Jiangsu) Precious Metals Co., Ltd. ("CFO Zhengjin Jiangsu")	Nanjing, PRC	Nov. 19, 2014	Nil	Commodities brokerage
iTougu (Beijing) Network Technology Co., Ltd. ("CFO iTougu")	Beijing, PRC	Dec. 8, 2014	Nil	Investment advisory service platform
Tibet Fortune Jinyuan Network Technology Co., Ltd. ("CFO Tibet")	Tibet, PRC	Aug. 22, 2015	Nil	N/A
Shanghai Guiwo Information Technology Co., Ltd. (“CFO Guiwo”)	Shanghai, PRC	Apr. 1, 2015	Nil	N/A

F- 9

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

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 variable interest entities 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 Zhengtong (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.

F- 10

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

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:

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.

F- 11

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

ORGANIZATION AND PRINCIPAL ACTIVITIES – continued

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.

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.

F- 12

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

Details of significant VIEs and their counterparts which substantially control the VIEs as of December 31, 2015 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.

F- 13

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

ORGANIZATION AND PRINCIPAL ACTIVITIES – continued

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.

The consolidated VIEs operate securities investment advisory business and commodities brokerage business. The following table presents the most important revenue-producing assets to operate commodities brokerage business, which was recognized in the Company's consolidated financial statements.

	December 31 ,
	2014		2015

Commodities brokerage business:
Commodities trading right	$	1,291,061	$	966,222
Customer relationship		894,219		573,312
	$	2,185,280	$	1,539,534

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.

F- 14

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

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:

	December 31,
	2014		2015
Assets
Current assets
Cash and cash equivalents	$	17,615,035	$	47,788,398
Consideration receivable		13,400,882		-
Account receivable -others, net		22,217,745		45,278,278
Loan receivable		10,295,800		-
Others		6,558,399		3,971,332
Total current assets	$	70,087,861	$	97,038,008

Property and equipment, net		3,242,905		4,311,095
Acquired intangible assets, net		2,185,280		1,539,534
Cost method investment		907,919		554,392
Equity method investment, net		-		1,228,269
Rental deposits		913,187		989,383
Guarantee fund deposits		4,604,924		5,850,623
Investment in subsidiaries		43,751,417		43,553,986
Deferred tax assets, non-current		13,328		4,982
Total assets	$	125,706,821	$	155,070,272

Third-party liabilities
Current liabilities
Accrued expenses and other current liabilities		10,514,186		20,425,274
Accounts payable		18,843,147		3,387,125
Total current liabilities	$	29,357,333	$	23,812,399
Non-current liabilities		899,356		571,924
Total third-party liabilities	$	30,256,689	$	24,384,323
Inter-company liabilities	$	42,155,248	$	44,591,484

F- 15

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

ORGANIZATION AND PRINCIPAL ACTIVITIES - continued

	Year ended December 31,
	2013			2014		2015

Net revenues	$	58,549,393		$	98,207,958	$	136,412,062
Net income (loss)	$	(5,469,402	)	$	12,305,855	$	49,300,399

	Year ended December 31,
	2013			2014			2015

Net cash (used in) provided by operating activities	$	(14,469,067	)	$	3,204,749		$	(835,965	)
Net cash (used in) provided by investing activities		(9,440,165	)		(5,685,885	)		38,523,306
Net cash provided by (used in) financing activities		35,830,988			1,430,739			(6,061,473	)
Effect of exchange rate changes	$	(46,900	)	$	(95,269	)	$	(1,452,505	)

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

F- 16

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Basis of consolidation

The consolidated financial statements include the financial statements of China Finance Online, its subsidiaries, VIEs for which the Company is the primary beneficiary and those VIEs' subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less when purchased.

Restricted cash

Restricted cash is the deposit in bank accounts for providing guarantee to subscription revenue customers by Shanghai Stockstar Securities Advisory and Investment Co., Ltd. ("CFO Securities Consulting") in accordance with the requirement of China Securities Regulatory Commission ("CSRC"). The restriction period is one year.

Fair value

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

F- 17

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Fair value - continued

Authoritative literature provides a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

Level 1-inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level 2-inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3-inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

The Group measures certain assets, including the long-term investments and intangible assets, at fair value on a nonrecurring basis when they are deemed to be impaired. The fair values of these investments and intangible assets are determined based on valuation techniques using the best information available, and may include management judgments, future performance projections, etc.

Trust bank balances held on behalf of customers

Trust bank balances held on behalf of customers consist two parts: i) iSTAR Securities and iSTAR Futures receive fund from customers for purpose of buying or selling securities and futures on behalf of its customers and deposits the fund in its interest-bearing bank account; ii) The funds received by CFO Newrand from customers who purchase mutual funds and other wealth management products which are deposited in a trust bank account. The Group launched "Yinglibao", an internet-based financial platform that integrates cash management solutions and mutual fund distribution. Such bank balance represents an asset of the Group for the amounts due to customers for the trust bank balance held on their behalf and payable to customers on demand. The Group also recognizes a corresponding liability.

F- 18

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenue and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Group's financial statements include account receivable, cost method investment, equity method investment, impairment of goodwill and long-lived assets, income taxes, share-based compensation and purchase price allocation. Actual results could differ from those estimates.

Loan receivable

Loans are reported at either their outstanding principal balances. For loans reported at their outstanding principal balances, interest income is accrued on the unpaid principal balance. A loan is considered impaired when, based on current events and the financial condition of the borrower, it is probable that the company will be unable to collect all principal and interest due according to the contractual terms of the loan agreement. Loan collectability is monitored by the Group in connection with the ongoing monitoring of the associated financial guarantee transactions.

Short-term investments

Short-term investments comprise marketable debt and equity securities, which are classified as trading, held-to-maturity or available-for-sale. Trading securities are securities that are bought and held principally for the purpose of selling them in the near term and are reported at fair value, with unrealized gains and losses recognized in earnings. Short-term investments are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. All of the Company's held-to-maturity securities are classified as short-term investments on the consolidated balance sheets based on their contractual maturity dates which are less than one year and are stated at their amortized costs. Short-term investments classified as available for sale are carried at their fair values and the unrealized gains or losses from the changes in fair values are included in accumulated other comprehensive income. Available for sale securities are classified as current assets on the accompanying consolidated balance sheets because they are available for immediate sale.

The Group reviews its short-term investments for other-than-temporary impairment based on the specific identification method. The Company considers available quantitative and qualitative evidence in evaluating potential impairment of its short-term investments. If the cost of an investment exceeds the investment's fair value, the Group considers, among other factors, general market conditions, government economic plans, the duration and the extent to which the fair value of the investment is less than the cost, and the Group's intent and ability to hold the investment, in determining if impairment is needed.

F- 19

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Property and equipment, net

Property and equipment, net are carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives:

Technology infrastructure (in years)	5
Computer equipment (in years)	5
Furniture, fixtures and equipment (in years)	5
Motor vehicle (in years)	5
Leasehold improvements (in years)	Shorter of the lease term or 5

Acquired intangible assets, net

Acquired intangible assets are estimated by management based on the fair value of assets acquired. Identifiable intangible assets are carried at cost less accumulated amortization. Amortization of definite-lived intangible assets is computed using the straight-line method over the estimated average useful lives, which are as follows:

License and related trademarks (in years)		15
Completed technology (in years)		5
Customer relationship (in years)	4	-	5

Certain trademarks resulting from the acquisitions of business and certain trading rights bought by the Group are determined to have indefinite lives. If an intangible asset is determined to have an indefinite life, it is not amortized until its useful life is determined to be no longer indefinite.

Guarantee fund deposits

Guarantee fund deposits consist of i) the funds deposited with Hong Kong Exchange and Clearing Limited by iSTAR Futures, to guarantee its customers' settlement obligations; ii) the funds deposited with the commodities exchanges as a result of its customers' trading. The Group needs to deposit certain percentage of its customers' trading margins with the commodities exchanges.

F- 20

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Impairment of long-lived assets with definite lives

The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group compares the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss based on the fair value of the assets. There were nil, $1,802,125 and nil impairment losses in relation to the long-lived assets with definite lives for the years ended December 31, 2013, 2014 and 2015.

Business combinations

Business combinations are recorded using the acquisition method of accounting. The assets acquired, the liabilities assumed, and any noncontrolling interest of the acquiree at the acquisition date, if any, are measured at their fair values as of that date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any noncontrolling interest of the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired. Common forms of the consideration made in acquisitions include cash and common equity instruments. Consideration transferred in a business acquisition is measured at the fair value as at the date of acquisition.

Where the consideration in an acquisition includes contingent consideration the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and if recorded as a liability it is subsequently carried at fair value with changes in fair value reflected in earnings.

F- 21

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Impairment of goodwill and indefinite-lived intangible assets

The Group performs a qualitative analysis that includes reviewing the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist, whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable at least annually.

The excess of the purchase price over the fair value of net assets acquired is recorded on the consolidated balance sheet as goodwill. After a qualitative analysis indicates an impairment test is needed, the Company completes a two-step goodwill impairment test. The first step is to compare the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step is to compare the implied fair value of goodwill to the carrying value of a reporting unit's goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow.

The impairment test for other intangible assets not subject to amortization consists of a comparison of the fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair values of intangible assets not subject to amortization are determined using various discounted cash flow valuation methodologies. Significant assumptions are inherent in this process, including estimates of discount rates. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets.

The Group performed the annual impairment tests on December 31 of each year. Based on the Group's assessment, the Group recorded nil, $8,149,525 and nil goodwill impairment losses during the years ended December 31, 2013, 2014 and 2015, respectively. In addition, the Group recorded nil, nil and $250,360 impairment loss in relation to intangible assets with indefinite life during the years ended December 31, 2013, 2014 and 2015.

F- 22

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Revenue recognition

Commodities brokerage business

The Group derives commission income, carrying charges and trading revenues from its commodities brokerage services.

Commission income is recognized on a trade basis based on their customers' trading volumes. The commission earned is fixed no matter how the client's open positions are ultimately settled. Additionally, the Group charges carrying charges to its customers. The commissions and carrying charges are presented in net revenues in the statement of comprehensive income.

Amounts are settled with the Exchange by both the Group and the customers and the exchange then settles with any counterparty. The exchange offsets the Group's gains and losses and amounts receivable and amounts payable from the exchange are presented net on the statement of financial position as the Group and the exchange settle net.

Trading gains, net include brokerage fees and margins generated from derivative trades executed with customers and other counterparties and are recognized when trades are executed. Trading gains, net also include activities where the Group acts as market maker in the purchase and sale of commodities derivative instruments with customers. These transactions may be offset simultaneously with another customer or counterparty, offset with similar but not identical positions on an exchange, made from inventory, or may be aggregated with other purchases to provide liquidity intraday, for a number of days, or in some cases, particularly the commodities brokerage business, even longer periods (during which fair value may fluctuate). Therefore, trading gains, net includes activities from the Group's operations of a proprietary commodity trades. Net trading gains are recognized on a trade-date basis and include realized gains or losses and changes in unrealized gains or losses on investments at fair value.

Unrealized gains/losses on open positions will be marked to market at each period end and may present trading gains and losses which comprise both realized and unrealized gains and losses, on a net basis in the statement of comprehensive income. The open transactions may lead to receivables and/or payables for open transaction which are recorded on the Statement of Financial Position.

F- 23

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Revenue recognition - continued

Commodities brokerage business-continued

Revenue generally is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. The following table presents the totally recognized net revenue from commodities trading business, consisted of:

	Years ended December 31,
	2014		2015

Commodities trading gains	$	38,297,005	$	53,776,323
Commission income		17,397,978		22,913,704
Carrying charges		4,396,134		3,012,627
	$	60,091,117	$	79,702,654

F- 24

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Revenue recognition - continued

Hong Kong Brokerage services

The Group also derives commission from its brokerage services provided by the subsidiaries, iSTAR Securities and iSTAR Futures which buy or sell securities and future contracts on their customers' behalf. The Group acts as an agent with their customers for these transactions. The commission income is recognized on a trade date basis as transactions occur.

Financial information and advisory services

The Group derives revenue from subscription fees from subscribers to their financial data, information services and investment advisory. The Group recognizes revenues when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the fee is fixed or determinable and (4) collectability is probable. Upon receipt of the upfront cash payments from the subscriber, the Group will activate the subscriber's account and provide the subscriber the access code. This will commence a certain subscription period according to the customer demand and the full payment will be deferred and recognized ratably over the subscription period. The Group recognizes revenue ratably over the life of the arrangement. Estimated refund of subscription fees is recorded as deduction of revenue and deferred revenue.

Advertising revenue

The Group derives its advertising fees from advertising sales on their website for a fixed period of time, generally less than one year. Revenues from advertising arrangements are recognized ratably over the period the advertising is displayed.

F- 25

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

Business taxes and value added taxes

Starting from January 1, 2012, the PRC Ministry of Finance and the State Administration of Taxation launched a Business Tax to value added tax ("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 were subject to VAT tax at a rate of 6%. Our advertising- related revenues, certain subscription revenues and certain commodities brokerage revenues were recognized after deducting VAT and other related surcharges.

Revenue is recorded net of business taxes when incurred. The Group is subject to business taxes of 3%-5% on taxable services provided to its customers. During the years ended December 31, 2013, 2014, and 2015, business taxes and related surcharges totaled $598,044, $1,425,835 and $1,663,869, respectively.

The Group's certain PRC subsidiaries, VIEs and VIEs' subsidiaries are subject to VAT at a rate of 17% on subscription-based revenue. VAT payable on subscription-based revenue is computed net of VAT paid on purchases. In respect of subscription-based revenue, however, if the net amount of VAT payable exceeds 3% of subscription-based revenue, the excess portion of value added tax can be refunded immediately.

The Group therefore is subject to an effective net VAT burden of 3% from subscription-based revenue and records VAT on a net basis. Net amount of value added tax is recorded either in the line item of other current liabilities or prepaid expenses and other current assets on the face of consolidated balance sheet.

Subscription-based revenue includes the benefit of the rebate of value added taxes on sale of the downloadable software received from the Chinese tax authorities as part of the PRC government policy of encouraging software development in the PRC. In 2013, 2014 and 2015, the Group recognized $639,936, $425,908 and $328,817, respectively, in VAT refunds.

Government subsidies

The Group records government subsidies when granted by local government authority and are not subject to future return. The government subsidies include research & development subsidy, business tax refund, innovation fund and high-tech company subsidy.

Deferred revenue

Payments received in advance of for our financial information and advisory service, advertising service are recorded as deferred revenue until earned and when the relevant revenue recognition requirements have been met.

F- 26

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

Cost method investment

For investments in an investee over which the Group does not have significant influence, the Group carries the investment at cost and recognizes income as any dividends declared from distribution of investee's earnings. The Group reviews the cost method investments for impairment whenever events or changes in circumstances indicate that the carrying value may no longer be recoverable. An impairment loss is recognized in earnings equal to the difference between the investment's cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investment would then become the new cost basis of the investment.

Equity method investment

Under the equity method, the Group initially records its investment at cost. The Group subsequently adjusts the carrying amount of the investment to recognize the Company's proportionate share of each equity investee's net income or loss. The Group will discontinue applying equity method if an investment (and additional financial supports to the investee, if any) has been reduced to zero. When the equity-method investment in ordinary shares is reduced to zero and further investments are made that have a higher liquidation preference than ordinary shares, the Group would recognize the loss based on its percentage of the investment with the same liquidation preference, and the loss would be applied to those investments of a lower liquidation preference first before being further applied to the investments of a higher liquidation preference. An impairment loss on the equity method investments is recognized in the consolidated statements of comprehensive income when the decline in value is determined to be other than-temporary.

Foreign currency translation

The functional and reporting currency of the Company is the United States dollar ("U.S. dollar"). The financial records of the Group's subsidiaries, VIEs and VIEs' subsidiaries located in the PRC, Hong Kong and British Virgin Islands are maintained in their local currencies, the Renminbi ("RMB"), Hong Kong Dollars ("HK$"), and U.S. Dollars ("US$"), respectively, which are also the functional currencies of these entities.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

The Group's entities with functional currency of RMB and HK$ translate their operating results and financial position into the US$, the Group's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are report as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

F- 27

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

Foreign currency risk

The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People's Bank of China, controls the conversion of Renminbi into foreign currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Cash and cash equivalents of the Group included aggregate amounts of $26,974,664, $19,726,992 and $79,461,280 at December 31, 2013, 2014 and 2015 which were denominated in RMB.

Product development expenses

Costs of product development, including investment in data capability, are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized. The Group essentially completed its development concurrently with the establishment of technological feasibility, and, accordingly, no costs have been capitalized.

Advertising costs

The Group expenses advertising costs as incurred. Total advertising expenses were $2,391,762, $7,505,506 and $4,908,593 for the years ended December 31, 2013, 2014 and 2015, respectively, and have been included as part of sales and marketing expenses in the accompanying consolidated statements of operations.

Commissions paid

Commissions paid are the commission rebates of our Hong Kong brokerage business and the commissions paid to the sales agents of our commodities brokerage business. Total commissions paid were $3,125,982, $11,546,126 and $5,049,661 for the years ended December 31, 2013, 2014 and 2015.

Income taxes

Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net operating loss carry forwards and credits by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

F- 28

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

Comprehensive income (loss)

Comprehensive income (loss) includes net income (loss), unrealized gain (loss) on short-term investments and foreign currency translation adjustments. Beginning in January 1, 2012, the Group presents the components of net income, the components of other comprehensive income and total comprehensive income a single continuous consolidated statement of comprehensive income.

Fair value of financial instruments

Financial instruments include cash and cash equivalents, restricted cash, accounts receivable, cost method investment, equity method investment, loan receivable and accounts payable.

The carrying values of cash and cash equivalents, restricted cash, accounts receivable, loan receivable and accounts payable approximate their fair value due to their short-term maturities.

The carrying value of the cost method investment was $1,217,617 and $554,392 as of December 31, 2014 and 2015, which approximate the fair value of the investment based on the valuation performed by the Company.

The carrying value of the equity method investment was nil and $1,228,269 as of December 31, 2014 and 2015, which approximate the fair value of the investments at the acquired date and subsequently adjusted as the net assets of the investee change through the earning of income.

The Group does not use derivative instruments to manage risks.

Share-based compensation

Share-based compensation with employees is measured based on the grant date fair value of the equity instrument. The Group recognizes the compensation costs net of an estimated forfeiture rate using the straight-line method for performance based awards or graded vesting attribution method for service based awards, over the requisite service period of the award, which is generally the vesting period of the award. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of share-based compensation expense to be recognized in future periods.

Share awards issued to nonemployees are measured at fair value at the earlier of the commitment date or the date the services is completed and recognized over the period the service is provided or as goods is received.

F- 29

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

Net income (loss) per share

Basic net income (loss) per share attributable to China Finance Online Co. Limited is computed by dividing net income (loss) attributable to China Finance Online Co. Limited by the weighted average number of ordinary shares outstanding during the period. Diluted net income per ordinary share attributable to China Finance Online Co. Limited reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares. The dilutive effect of the stock options and nonvested shares is computed using treasury stock method.

Concentrations of credit risk

Financial instruments that potentially expose the Group to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, short-term investments, loan receivable and accounts receivable. The Group places its cash and cash equivalents, restricted cash, short-term investments in major financial institutions located in PRC and Hong Kong, which management considers to be of high credit quality.

The Group conducts ongoing credit evaluations of its customers and generally does not require collateral or other security from its customers except for the accounts receivable-margin clients which represents the margin loan to customers for securities purchase. The accounts receivable-margin client was collateralized by the securities the margin client purchased. The Group manages its credit risk by collecting up-front fee from its customers and billing at regular intervals during the contract period. The Group assesses the adequacy of allowance for doubtful accounts primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers.

Details of clients accounting for 10% or more of accounts receivable are as follows:

	Year ended December 31,
	2014				2015
	Amount		%		Amount		%

A	$	1,963,900		13.5	$	*		*
B	$	5,044,178		34.6	$	*		*
C	$	*		*	$	4,245,971		25.9

* Represented less than 10% of consolidated account receivable balance.

There were no customers with 10% or more of the Group's revenues during 2013, 2014, or 2015.

F- 30

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Recently accounting pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09 ("ASU 2014-09"), Revenue from Contracts with Customers. ASU 2014-09 supersedes the revenue recognition requirements in ASC 605, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is originally effective for the annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. ASU 2015-14, Revenue from Contracts with Customers, defers the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017 and interim periods therein. Early adoption is permitted to the original effective date. The Group is currently evaluating the timing of its adoption and the impact of adopting the new revenue standard on its consolidated financial statements and considering additional disclosure requirements.

In April 2015, the FASB issued ASU No. 2015-03 ("ASU 2015-03"), Interest – Imputation of Interest. ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted. The Group does not expect the adoption of ASU 2015-03 will have a significant impact on the consolidated financial statements.

In September 2015, the FASB issued ASU No. 2015-16 ("ASU 2015-16"), Business Combinations (Topic 805) Simplifying the Accounting for Measurement – Period Adjustments. ASU 2015-16 requires the acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition, an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, ASU 2015-16 is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The Group does not expect the adoption of ASU 2015-16 will have a significant impact on the consolidated financial statements.

F- 31

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Recently accounting pronouncements - continued

In November 2015, the FASB issued ASU No. 2015-17 ("ASU 2015-17"), Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred income taxes by eliminating the separate classification of deferred income tax liabilities and assets into current and noncurrent amounts in the consolidated balance sheet statement of financial position. The amendments in the update require that all deferred tax liabilities and assets be classified as noncurrent in the consolidated balance sheet. The amendments in this update are effective for fiscal years beginning after December 15, 2016, and interim periods therein and may be applied either prospectively or retrospectively to all periods presented. Early adoption is permitted. The Group does not expect the adoption of ASU 2015-17 will have a significant impact on the consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02 ("ASU 2016-02"), Leases. ASU 2016-02 specifies the accounting for leases. For operating leases, ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. ASU 2016-02 is effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2018. Early adoption is permitted. The Group is currently evaluating the impact of adopting this standard on its consolidated financial statements.

ACQUISITIONS

Acquisition of CFO Guiwo

On April 1, 2015, Fortune Zhengjin Co., Ltd. ("Fortune Zhengjin", formerly known as Huifu Jinyuan Co., Ltd.) , an affiliate of the Company, acquired 100% of equity interest of Shanghai Guiwo Information Technology Co., Ltd. ("CFO Guiwo"), which was not a significant acquisition. Total cash consideration was $16,278. The Company recognized $19,906 goodwill at the acquisition date. The results of CFO Guiwo's operations have been included in the consolidated statement of comprehensive income for the year ended December 31, 2015.

Neither the results of operations since the acquisition date nor the pro forma results of operations of CFO Guiwo were presented because of the effects of this acquisition was not significant to the Company's consolidated statement of comprehensive income.

F- 32

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

ACQUISITIONS - continued

Acquisition of CFO Tahoe

On September 30, 2013, Shanghai Stockstar Wealth Management Co., Ltd. ("Stockstar Wealth Management"), an affiliate of the Company, paid $6,506,181 to subscribe the newly issued shares of Shenzhen Tahoe Investment and Development Co., Ltd. ("CFO Tahoe") and acquired 60% of the equity interest. CFO Tahoe held the 55% share equity in Henghui (Tianjin) Precious Metals Investment Co., Ltd. ("CFO Henghui"), with which the Company expects to develop the commodities brokerage business in the future. With the assistance of a third party appraiser, the Company allocated the purchase price to assets acquired and liabilities assumed as of the acquisition date as follows and goodwill was allocated to commodities brokerage business and other related services operating segment. The net revenue and net income of CFO Tahoe in the amount of $5,988,280 and $1,864,234, respectively, have been included in the consolidated statement of comprehensive income for the year ended December 31, 2013.

				Useful life (in years)
Purchase price allocation:
Cash and cash equivalents	$	5,279,425
Prepaid expenses and current assets		1,135,765
Accounts receivable		2,143,957
Property and equipment, net		47,770
Rental deposit		72,431
Acquired intangible assets:
Commodities trading right		699,414
Customer relationship		1,250,813			4.3
Guarantee fund deposits		1,626,545
Total assets acquired		12,256,120


Accrued expenses and other current liabilities		(2,810,425	)
Deferred tax liabilities		(487,557	)
Total net assets		8,958,138
Noncontrolling interest		(9,508,295	)
Goodwill		7,056,338
Total purchase price	$	6,506,181

F- 33

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

ACQUISITIONS - continued

Acquisition of Champion Connection's business

On July 1, 2013, Giant Bright International Holdings Limited ("CFO GB") and Mainfame Group Limited ("CFO MF"), two subsidiaries of the Company, entered into a series of contractual arrangement with Champion Connection Network H.K Limited ("Champion Connection") to acquire the packaged fixed assets, experienced personnel related to its investment advisory and institution subscription services businesses in China, respectively. For the acquisition, the purchase consideration comprised cash consideration was $4,044,980, 30% shares of CFO GB, 30% shares of CFO MF and a contingent consideration of 5% shares of CFO MF. With the assistance of a third party appraiser, the Company allocated the purchase price to assets acquired and liabilities assumed as of the acquisition date as follows and goodwill was allocated to investment advisory services, institution subscription services and other related services operating unit. In addition, the fair value of the shares of CFO GB and CFO MF were determined by using the income approach.

Purchase price allocation:
Property and equipment, net	$	199,803
Total assets acquired		199,803
Goodwill		6,544,150
Cash consideration		4,044,980
The fair value of 30% shares of CFO GB		1,760,861
The fair value of 30% shares of CFO MF		804,142
Contingent consideration of 5% shares of CFO MF		133,970
Total purchase price	$	6,743,953

F- 34

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

ACQUISITIONS - continued

Business combination of CFO Netinfo

On July 1, 2013, Zhengyong Information Technology (Shanghai) Co., Ltd. ("CFO Zhengyong"), a subsidiary of the Company, entered into a series of contractual arrangement with Netinfo (Beijing) Technology Co., Ltd. ("CFO Netinfo") to acquire 100% of the equity interest, with which the Company expects to develop the investment advisory services in the future. For the acquisition, the total cash consideration was $808,996. With the assistance of a third party appraiser, the Company allocated the purchase price to assets acquired and liabilities assumed as of the acquisition date as follows and goodwill was allocated to investment advisory services business and other related services operating segment. The net revenue and net loss of CFO Netinfo in the amount of $286,500 and $355,322, respectively, have been included in the consolidated statement of comprehensive income for the year ended December 31, 2013.

				Useful life (in years)
Purchase price allocation:
Cash and cash equivalents	$	121,044
Prepaid expenses and current assets		339,296
Accounts receivable		4,912
Acquired intangible assets:
Security consulting license		598,657			15
Total assets acquired		1,063,909
Accrued expenses and other current liabilities		(274,748	)
Deferred tax liabilities		(149,664	)
Income tax payable		612

Total net assets		640,109
Goodwill		168,887
Total purchase price	$	808,996

F- 35

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

ACQUISITIONS - continued

If comparative financial statements are presented, the pro forma results as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period The pro forma results are prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted, nor is it indicative of future operating results. There was no significant acquisition during the years ended December 31, 2014 and 2015, and then no pro forma results were presented.

Fair value of acquired assets

The Group measured the fair value for the assets acquired, with the assistance of an independent valuation firm, using discounted cash flow techniques, and these assets were valued using Level 3 inputs, because the Group used unobservable inputs to value them, reflecting the Group's assessment of the assumptions market participants would use in valuing these purchased intangible assets.

F- 36

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

BUSINESS RESTRUCTURE

On June 1, 2014, the Group signed a series of contractual arrangements for the business restructure. Pursuant to the arrangements, the Group disposed (i) its entire 100% equity interest of several VIEs and subsidiaries of VIEs designated under the contract, (ii) the workforce and assets from the acquisition of Champion Connection's business related to the institutional subscription services to CFO GB and CFO MF's noncontrolling shareholders. In addition, the Group also should pay 20% net income of three subsidiaries of VIEs related to the commodities brokerage services designated under the contract, and a cash consideration of $1,620,877, to get (i) 20% equity interest of CFO Tahoe, and (ii) 40% equity interest of CFO GB and 30% CFO MF. The Group recognized a gain from the disposal with an amount of $90,666 in the consolidated statement of comprehensive income for the year ended December 31, 2014.

ACCOUNTS RECEIVABLE

	December 31,
	2014			2015

Accounts receivable-margin clients	$	1,698,861		$	4,367,417
Less: Allowance for doubtful accounts		-			-
Accounts receivable- margin clients, net	$	1,698,861		$	4,367,417
Accounts receivable-others		12,928,570			12,048,306
Less: Allowance for doubtful accounts		(43,077	)		(40,592	)
Accounts receivable-others, net	$	12,885,493		$	12,007,714

Accounts receivable- margin clients represent the receivables derived in the Hong Kong brokerage service in iSTAR Securities, which is pledged by the customer's purchased securities.

Accounts receivable-others represent the receivables derived in commodities brokerage business and other ordinary business without any collateral or other security from its customers.

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CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

CONSIDERATION RECEIVABLE

In order to enhance our return on cash during the strategic transition period, in March 2013, the Group made an equity method investment to a real estate developer in Langfang City, Hebei Province (the "Langfang Developer"). The Group invested an aggregate $22,142,400 in consideration for 49% of its equity interests. In December 2013, the Company transferred this investment to two third party companies at the consideration of $24,930,702. As of December 31, 2013, the Company has collected $11,481,244 in cash. The carrying balance of consideration receivable was $13,400,882 as of December 31, 2014.

The consideration receivable was pledged by the 100% equity interests of Langfang Developer. As of December 31, 2014, based on the valuation of the 100% equity interests of Langfang Developer performed by a third party appraiser, there was no impairment loss of the consideration receivable.

In December 2015, the Company fully collected the consideration receivable. The carrying balance of consideration receivable was nil as of December 31, 2015.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

	December 31,
	2014		2015
Prepayment of advertising fees	$	213,837	$	209,778
Advertising deposit		355,390		196,290
Advances to suppliers		840,308		1,272,519
VAT refund receivable		139,908		68,429
Interest receivable		1,264,075		65
Prepayment of office rental		380,325		170,536
Amount due from noncontrolling shareholders (i)		2,393,645		-
Sales of cost method investment receivable (Note 11)		2,168,868		-
Amounts due from equity method investee		-		212,904
Other current assets		784,507		1,358,126
	$	8,540,863	$	3,488,647

(i) The amounts due from noncontrolling shareholders represented the interest free loans to the noncontrolling shareholders. Pursuant to the agreement, all the loans were for temporary cash turnover purpose and were received in the first quarter of 2015.

F- 38

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

LOAN RECEIVABLE

The Group has loan receivable due from third parties, which consisted of the following:

	As of December 31,
	2014		2015		Interest rate	Period
A(i)	$	10,295,800	$	-	1.5% per month	October 9, 2013 to October 20, 2014
	$	10,295,800	$	-	19-21% per annum	October 21, 2014 to December 31, 2014

	(i)	The loan was made to the Langfang Developer, in which the Group also made an equity method investment in 2013 (Note 6). The principal and its return are pledged by the 100% equity interests of Langfang Developer.

		In September 2014, the Company's board of directors approved an extension of the outstanding loan to December 31, 2014. ‎

		As of December 31, 2014, based on the valuation of the 100% equity interests of Langfang Developer performed by a third party appraiser, there was no impairment loss of the loan.

		In March, 2015, the Group collected approximately $2.1 million (RMB13 million, equivalently) from Langfang Developer. In December 2015, the Company received the remaining outstanding loan and relative interests. The Group recorded $693,231, $3,783,929 and $2,283,875 interest income in relation to the consideration receivable and loan receivable during the years ended December 31, 2013, 2014 and 2015, respectively.

The following table presents changes in loan receivable for the twelve-month period ended December 31, 2014 and 2015, respectively:

	December 31,
	2014			2015
Beginning balance	$	10,333,120		$	10,295,800
Collection		-			(9,807,585	)
Exchange difference		(37,320	)		(488,215	)
Ending balance	$	10,295,800		$	-

SHORT-TERM INVESTMENTS

The Group measured the trading securities at fair value based on quoted market prices in an active market. As a result the Group has determined the valuation of its trading securities falls within Level 1 of the fair value hierarchy. As of December 31, 2014 and 2015, the Group did not hold any trading securities. For the year ended December 31, 2013, 2014 and 2015, the Group recognized a loss from the trading securities of nil, $47,941 and $18,396 in the consolidated statement of comprehensive income, respectively.

F- 39

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

SHORT-TERM INVESTMENTS - continued

The Group measured the available-for-sale securities at the fair value shown by the financial institution which the Group believes a Level 2 valuation.

The following table presents changes in level 2 available-for-sale securities measured on a recurring basis for the twelve-month period ended December 31, 2014 and 2015, respectively:

	December 31,
	2014			2015
Beginning balance	$	-		$	-
Purchases		90,205,903			105,334,483
Redemption		(90,323,594	)		(105,560,595	)
Realized gain		106,392			234,421
Exchange difference		11,299			(8,309	)
Ending balance	$	-		$	-

The following table provides additional information on the realized gains of the sale of available-for-sale securities as of December 31, 2014 and 2015, respectively. For purposes of determining gross realized gains, the cost of securities sold is based on specific identification.

	Year ended December 31, 2015
	Proceeds		Costs		Gains		Exchange difference
Available-for-sale securities	$	105,560,595	$	105,334,483	$	234,421	$	(8,309	)
Total	$	105,560,595	$	105,334,483	$	234,421	$	(8,309	)

	Year ended December 31, 2014
	Proceeds		Costs		Gains		Exchange difference
Available-for-sale securities	$	90,323,594	$	90,205,903	$	106,392	$	11,299
Total	$	90,323,594	$	90,205,903	$	106,392	$	11,299

The fair values of trading securities and available-for-sale securities as measured, and held-to-maturity securities as disclosed are further discussed in Note 10.

F- 40

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

10.

FAIR VALUE MEASUREMENT

Fair value disclosed or measured on a recurring basis

The fair values of the Group's trading securities and available-for-sale securities as measured, held-to-maturity securities as disclosed are determined based on the discounted cash flow method. The Group measured the available-for-sale securities at the fair value shown by the financial institution which the Group believes a Level 2 valuation.

The Group's financial assets measured or disclosed at fair value on a recurring basis both were nil as of December 31, 2014 and 2015.

The following table presents changes in level 2 available-for-sale securities measured on a recurring basis for the twelve-month period ended December 31, 2014 and 2015, respectively:

	December 31,
	2014			2015
Beginning balance	$	-		$	-
Purchases		90,205,903			105,334,483
Redemption		(90,323,594	)		(105,560,595	)
Realized gain		106,392			234,421
Exchange difference		11,299			(8,309	)
Ending balance	$	-		$	-

Fair value disclosed or measured on a non-recurring basis

The Group measures certain financial assets, including equity method investments and cost method investments, at fair value on a nonrecurring basis only if an impairment charge were to be recognized. The Group's non-financial assets, such as intangible assets, goodwill and fixed assets, would be measured at fair value only if they were determined to be impaired on an other-than-temporary basis.

	Fair value at December 31, 2014		Total losses in the year ended December 31, 2014			Fair value at December 31, 2015		Total losses in the year ended December 31, 2015
Non- Recurring
Goodwill		-		(8,149,525	)		-		-
Intangible Assets		-		(1,802,125	)		-		(250,360	)

As of December 31, 2014 and 2015, certain goodwill (Note 16) and intangible assets (Note 15) were written off from their carrying value to fair value, which was measured using significant unobservable inputs (Level 3), with impairment loss incurred and recorded in the in the consolidated statement of comprehensive income for the year ended December 31, 2014 and 2015.

F- 41

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

11.

COST METHOD INVESTMENT

In 2012, the Group made a cost method investment. The carrying amount of the cost method investments was $802,202 as of December 31, 2012. As result of an addition investment of $309,698 in 2013, the carrying balance of such investment was $1,138,899 as of December 31, 2013.

In 2014, the Group made another cost method investment of $81,064. The total carrying balance of such cost method investments were $1,217,617 as of December 31, 2014.

In 2014, the Group sold its equity interests in Ocean Butterflies Holdings Inc. to a third party, which was fully impaired as of December 31, 2011. Gains from the sale of cost method investment recognized in the consolidated statement of comprehensive income for the year ended December 31, 2014 was $4,337,736, of which $2,168,868 was remained receivable as of December 31, 2014. In April, 2015, the Group collected $2,168,868, the remaining consideration related to the sale of Ocean Butterflies Holdings Inc.

In May 2015, the Group sold a cost method investment to third parties, which was acquired during 2012 and 2013, and recognized a gain from the sale of cost method investment of $4,648,302 in the consolidated statement of comprehensive income for the year ended December 31, 2015.

In December 2015, the Group entered a series of arrangements to dispose its 90% equity interests in CFO Securities Consulting with third parties. With the assistance of a third party appraiser, the fair value of the 10% retained noncontrolling investment of $477,393 was recognized in the consolidated balance sheets. (Note 13)

As a result, the carrying balance of cost method investment was $554,392 as of December 31, 2015.

The following table presents changes in cost method investment for the twelve-month period ended December 31, 2014 and 2015, respectively:

	December 31,
	2014			2015
Beginning balance	$	1,138,899		$	1,217,617
Acquisitions		81,713			-
consideration of disposal		(4,337,736	)		(5,790,369	)
Gain from sale of cost method investment		4,337,736			4,648,302
Fair value adjustment of retained noncontrolling investment		-			477,393
Exchange difference		(2,995	)		1,449
Ending balance	$	1,217,617		$	554,392

These investments are recorded as cost method investments, as the Group did not have a significant influence to the investee. There was no impairment of the Group's cost method investment for the year ended December 31, 2014 and 2015.

F- 42

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

12.

EQUITY METHOD INVESTMENT

In June 2015, the Group paid $307,996 to acquire 20% of an investee's the equity interest. In December 2015, the Group entered a contractual arrangement with a third party to transfer its 15% equity interests in Aishang (Beijing) Fortune Technology Co., Ltd. ("CFO Aishang"), which was previously owned 55% equity interests by the Group. The remaining 40% equity interests in CFO Aishang was recorded as equity method investment at the disposal date, as the Group lost control over CFO Aishang. The fair value of the retained noncontrolling investment of $985,586 was recognized in the consolidated balance sheets, based on the valuation performed by a third party. (Note 13)

The Group recognized a loss from equity method investment of $66,970 in the consolidated statement of comprehensive income for the year ended December 31, 2015. The carrying balance of equity method investment was $1,228,269 as of December 31, 2015.

The following table presents changes in equity method investment for the twelve-month period ended December 31, 2015:

	December 31, 2015
Beginning balance	$	-
Acquisitions		307,996
Equity method investment losses		(66,970	)
Fair value adjustment of retained noncontrolling investment		985,586
Exchange difference		1,657
Ending balance	$	1,228,269

F- 43

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

13.

Deconsolidation

In December, 2015, the Group entered a series of arrangements to dispose its 100% equity interests in Zhongcheng Futong Co., Ltd. ("CFO Zhongcheng") which holds 90% equity interests in CFO Securities Consulting with third parties. Pursuant to the arrangements, the cash consideration was $9,322,850. With the assistance of a third party appraiser, the fair value of the 10% retained noncontrolling investment of $477,393 was recognized as a cost method investment in the consolidated balance sheets (Note 11), as the Group did not have any significant influence over CFO Securities Consulting. The Group recorded a gain on the interest sold and the retained noncontrolling investment of $9,161,948 in the consolidated statement of comprehensive income for the year ended December 31, 2015.

In December, 2015, the Company entered a contractual arrangement with third parties to transfer its 15% equity interests in CFO Aishang, which was previously owned 55% equity interests by the Group. Pursuant to the arrangements, the cash consideration was $3,861. With the assistance of a third party appraiser, the fair value of the 40% retained noncontrolling investment of $985,586 was recognized as an equity method investment in the consolidated balance sheets (Note 12). The Group recorded a gain on the interest sold and the retained noncontrolling investment of $837,853 in the consolidated statement of comprehensive income for the year ended December 31, 2015.

The gain on the interest sold and the retained noncontrolling investment was calculated as the difference between the aggregate of (i) the fair value of the consideration transferred, (ii) the fair value of any retained noncontrolling investment in the former affiliated company on the date the affiliated company was deconsolidated, and (iii) the carrying amount of any noncontrolling interest in the former affiliated company on the date the affiliated company was deconsolidated, if applicable; and the carrying amount of the former affiliated company's net assets.

F- 44

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

14.

PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of:

	December 31,
	2014			2015
Technology infrastructure	$	9,842,789		$	10,638,276
Computer equipment		1,995,876			2,163,506
Furniture, fixtures and equipment		4,052,425			3,800,591
Motor vehicle		929,340			875,729
Leasehold improvements		4,610,488			4,931,813
		21,430,918			22,409,915
Less: accumulated depreciation		(16,567,969	)		(16,620,381	)
	$	4,862,949		$	5,789,534

Depreciation expense for the years ended December 31, 2013, 2014 and 2015 were $1,732,035, $1,524,655 and $1,364,048, respectively.

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CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

15.

ACQUIRED INTANGIBLE ASSETS, NET

Intangible assets as of December 31, 2014 and 2015 were as follows:

	December, 31
	2014													2015
	Gross carrying amount		Accumulated amortization			Impairment			Disposal			Net carrying amount		Gross carrying amount		Accumulated amortization			Impairment			Net carrying amount
Intangible assets not subject to amortization:
Commodities trading right		1,372,773		-			-			(81,712	)		1,291,061		1,216,582		-			(250,360	)		966,222

Intangible assets subject to amortization:
Completed technology		68,639		(27,187	)		(41,452	)		-			-		-		-			-			-
Customer relationship		1,256,741		(362,522	)		-			-			894,219		1,184,243		(610,931	)		-			573,312
Securities consulting license and related trademarks		5,570,082		(741,279	)		(1,760,673	)		(3,068,130	)		-		-		-			-			-
	$	8,268,235	$	(1,130,988	)	$	(1,802,125	)	$	(3,149,842	)	$	2,185,280	$	2,400,825	$	(610,931	)	$	(250,360	)	$	1,539,534

Amortization expenses for the years ended December 31, 2013, 2014 and 2015 were $432,957, $448,768 and $285,088, respectively. Future amortization expenses of acquired intangible assets with determinable lives are $393,460, $393,460, and $32,788 for 2016, 2017 and 2018, respectively.

There was no impairment on intangible assets for the year ended December 31, 2013. For the year ended December 31, 2014, the Group recorded an impairment loss on its intangible assets in the amount of $1,802,125 associated with the acquired completed technology and securities consulting license and related trademarks due to management's estimation of the expected future cash flows associated with these assets were insufficient to recover their carrying values. During 2014, the Group disposed its intangible assets in the amount of $3,149,842 associated with the acquired commodities trading right and securities consulting license and the related trademarks due to the business restructure. For the year ended December 31, 2015, the Group recorded an impairment loss of $250,360 related to commodities trading right.

F- 46

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

16.

GOODWILL

Changes in goodwill for the years ended December 31, 2013, 2014 and 2015 were as follows:

	Commodities Brokerage			Investment advisory services			Institutional subscription services			Total
Balance as of January 1, 2014	$	7,115,479		$	8,182,468		$	1,676,490		$	16,974,437
Impairment of CFO East Win		-			(3,112,365	)		-			(3,112,365	)
Impairment of Champion Connection's business		-			(4,867,660	)		-			(4,867,660	)
Disposal of Champion Connection's business (Note4)		-			-			(1,676,490	)		(1,676,490	)
Impairment of CFO Netinfo		-			(169,500	)		-			(169,500	)
Exchange difference		(25,699	)		(32,943	)		-			(58,642	)
Balance as of December 31, 2014	$	7,089,780		$	-		$	-		$	7,089,780
Acquisition of CFO Guiwo (Note3)		19,906			-			-			19,906
Exchange difference		(410,066	)		-			-			(410,066	)
Balance as of December 31, 2015	$	6,699,620		$	-		$	-		$	6,699,620

During the third quarter of 2013, the Group made a series of business acquisition and restructures. The Company has re-categorized its reporting units to better reflect the evolving nature of its businesses and reallocated its goodwill. The goodwill related to acquisition of CFO Tahoe was allocated to commodities brokerage reporting unit; the goodwill related to the acquisition of CFO East Win, CFO Netinfo and Champion Connection's investment advisory business were allocated to investment advisory services reporting unit and the goodwill related to the acquisition of Champion Connection's institutional subscription business were allocated to the institutional reporting unit.

In the second quarter of 2014, due to the new business redirection to develop our online brokerage services "Securities Master", the Group was expected to suffer reduced cash flow in its investment advisory reporting unit. With the assistance of a third party appraiser, the Group recognized an impairment loss of $8,149,525 related to the investment advisory services reporting unit. On June 1, 2014, the Group disposed all of goodwill related to the institutional reporting unit of $1,676,490 as a result of the business restructure (Note 4). The Group also performed a goodwill impairment test related to commodities trading business as of December 31, 2014 and no impairment loss was recorded.

The goodwill related to the acquisition of CFO Guiwo was allocated to commodities trading reporting unit, which was acquired in the second quarter of 2015. The Group performed a goodwill impairment test as of December 31, 2015 and no impairment loss was recorded.

F- 47

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

16.

GOODWILL- continued

In the goodwill impairment test, the Group used the income approach, which it believed to be more reliable than the market approach in determining the fair value of the Group's reporting units. Accordingly, it adopted a discounted cash flow ("DCF") method under the income approach, which considers a number of factors that include expected future cash flows, growth rates, discount rates, and comparable multiples from publicly traded companies in the industry and requires the Group to make certain assumptions and estimates regarding industry economic factors and future profitability of its business unit. The assumptions are inherently uncertain and subjective.

Based on the impairment tests performed, the Group recognized impairment losses of nil, $8,149,525 and nil for the years ended December 31, 2013, 2014 and 2015, respectively.

F- 48

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

17.

Accounts payable

Accounts payable consist of:

	December 31,
	2014		2015
Amount due to customers of Hong Kong brokerage business	$	7,982,827	$	2,388,638
Amount due to sales agents		583,367		1,722,827
Amount due to noncontrolling shareholders		876,911		910,864
Others		409,386		471,399
	$	9,852,491	$	5,493,728

18.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of:

	December 31,
	2014		2015
Accrued bonus	$	3,612,689	$	4,825,633
Accrued professional service fees		760,780		416,676
Withholding individual income tax-option exercise		61,683		61,683
Value added taxes and other taxes payable		945,471		2,219,300
Accrued raw data cost		762,492		1,285,418
Accrued bandwidth cost		127,650		38,527
Accrued welfare benefits		72,160		61,594
Amount payable related to business restructure (Note 4)		360,520		-
Advances related to disposal of subsidiaries (i)		-		5,081,927
Accrued sales service fees		491,981		578,910
Others		1,642,308		1,085,757
	$	8,837,734	$	15,655,425

(i)

On March 30, 2015, the Group signed a sale & purchase agreement with a third party, to transfer the 100% ordinary shares of iSTAR Futures and iSTAR Wealth Management (the " Transaction " ). In April 2015, the Group collected partial consideration of approximately $5.1 million. Due to the Transaction was not completed as of December 31, 2015, the agreement was expired automatically. The Group refunded the $5.1 million and entered into a new agreement in April 2016. (Note 28)

F- 49

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

19.

STOCK OPTIONS AND NONVESTED SHARES

As of December 31, 2015, the Company and its subsidiaries have five share-based compensation plans, which are described below. The compensation expenses that had been charged against income for those plans were $3,035,122, $4,698,953 and $6,056,033 for 2013, 2014, and 2015, respectively.

2004 Stock incentive plan

In January 2004, the Company adopted the 2004 stock incentive plan (the "2004 Plan") which allows the Company to offer a variety of incentive awards to employees, directors, officers and other eligible persons in the Group, and consultants and advisors outside the Group. We amend the 2004 Plan in September 2004, August 2006, June 2009 and June 2010. The total number of ordinary shares authorized under the 2004 Plan was 30,688,488, and all of these authorized ordinary shares were granted to directors, officers, employees and non-employees as of December 31, 2014.

Options to employees

During 2013, the Company granted totaling 7,740,000 stock options to directors, officers and employees at an exercise price that equaled the trading price of the stock upon the stock option grant. These options vest over 3 years except the 3,300,000 shares granted to the two officers which vest over 2 years.

The fair value of employee options was estimated on the basis of the Black-Scholes Option Pricing model with the following assumptions:

	Years ended December 31, 2013

Weighted average risk free rate of return		1.40	%
Weighted average expected option life (in years)		6.14
Expected volatility rate		76.67	%
Dividend yield		-

F- 50

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

19.

STOCK OPTIONS AND NONVESTED SHARES - continued

2004 Stock incentive plan - continued

Options to employees - continued

(1)

Expected volatility

The volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility of the Company over the past years.

(2)

Risk-free interest rate

Risk-free interest rate was estimated based on the yield to maturity of treasury bonds of the United States with a maturity period close to the expected term of the options.

(3)

Expected option life

The expected life was estimated based on historical information.

(4)

Dividend yield

The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the options.

(5)

Exercise price

Options are generally granted at an exercise price equal to the fair market value of the Company's shares at the date of grant.

F- 51

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

19.

STOCK OPTIONS AND NONVESTED SHARES - continued

2004 Stock incentive plan - continued

Options to non-employees

During 2013, the Company granted 6,260,000 options under the 2004 Plan to consultants and strategic advisers. The fair value of non-employee options is estimated using the Black-Scholes Option Pricing model as such method provided a more accurate estimate of the fair value of services provided by the consultants and strategic advisers. The fair value of the stock options is remeasured as of the end of each reporting period until the services of these non-employees are complete under the service contracts. These options vest over two years.

Summary of stock options to employees and non-employees

A summary of the stock option activity is as follows:

	2013					2014					2015
	Number of options			Weighted average exercise price		Number of options			Weighted average exercise price		Number of options			Weighted average exercise price
Outstanding at beginning of year		11,144,998		$	0.93		24,505,348		$	0.54		21,326,160		$	0.57
Granted		14,000,000			0.25		-			-		-			-
Exercised		(190,250	)		0.16		(1,164,300	)		0.54		(2,205,600	)		0.22
Forfeited		(449,400	)		1.25		(2,014,888	)		0.27		(1,787,800	)		1.18
Outstanding at end of year		24,505,348		$	0.54		21,326,160		$	0.57		17,332,760		$	0.55
Shares exercisable at end of year		10,500,548		$	0.93		14,070,240		$	0.73		14,513,528		$	0.61

The following table summarizes information with respect to stock options outstanding at December 31, 2015:

	Options outstanding							Option exercisable
Stock option with exercise price of:	Number outstanding		Weighted average remaining contractual life (in years)	Weighted average exercise price		Aggregate intrinsic value as of December 31, 2015		Number exercisable		Weighted average exercise price		Aggregate intrinsic value as of December 31, 2015
$1.07		700,000							700,000
$0.96		2,268,000							2,268,000
$1.318		53,600							53,600
$1.26		413,360							413,360
$1.648		10,000							10,000
$1.426		2,091,000							2,091,000
$1.43		50,000							50,000
$0.25		11,746,800							8,927,568
		17,332,760	5.85	$	0.55	$	12,412,802		14,513,528	$	0.61	$	9,616,123

F- 52

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

19.

STOCK OPTIONS AND NONVESTED SHARES - continued

2004 Stock incentive plan - continued

Summary of stock options to employees and non-employees - continued

The weighted-average grant-date fair value of options granted during the years 2013 was $0.17. The total intrinsic value of options exercised during the years ended December 31, 2013, 2014 and 2015 was $208,895, $647,701, and $1,881,129, respectively. The total fair value of shares vested during the year ended December 31, 2013, 2014 and 2015 were $141,549, $3,080,628 and $2,067,037, respectively.

The Company recognized share-based compensation expenses of $2,539,274, $2,664,317 and $546,465 for stock option in the years ended December 31, 2013, 2014 and 2015, respectively.

As of December 31, 2015, there were $39,183 unrecognized share-based compensation expenses relating to the stock options, which are expected to be recognized over a weighted average period of one year.

Restricted shares to employees

On January 2, 2014, the Company granted remaining 1,100,240 ordinary shares, which were in the form of restricted shares, to employees under 2004 Plan. The vesting of the restricted shares is subject to rendering service to the Company for three years. Based on the Company's requisite service period stated in the 2004 Plan, 748,162 shares were vested as of January 2, 2016, of which 258,086 shares were issued to an employee as of December 31, 2015. The fair value of restricted shares is $1.106, which equal to the fair market value of the Company's shares at the date of grant. The Company recognized share-based compensation expenses of $762,568 and $324,496 for the years ended December 31, 2014 and 2015. As of December 31, 2015, there were $129,801 unrecognized share-based compensation expenses relating to the restricted shares, which are expected to be recognized over a weighted average period of one year.

F- 53

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

19.

STOCK OPTIONS AND NONVESTED SHARES - continued

2007 Equity incentive plan

In July 2007, the Company adopted the 2007 Equity incentive plan (the "2007 Plan") and granted nonvested shares covering 10,558,493 ordinary shares of the Company to the employees who were eligible for the 2007 Plan. The vesting of the nonvested shares are subject to achieving certain operating performance targets and rendering service to the Company for the requisite service period stated in the 2007 Plan. Based on the Company's operating performance, 8,658,048 shares were vested as of December 31, 2010.

As of December 31, 2014, there was no nonvested shares become activated and vested due to the performance targets were not achieved, and nil share-based compensation expenses relating to the nonvested shares was recognized.

As of December 31, 2015, the granted shares were activated and vested based on the Group's achievement of performance target. The fair value of granted share is $0.82, which equal to the fair market value of the Company's shares at the date of grant. The Company recognized share-based compensation expenses of $1,476,000 for the years ended December 31, 2015. As of December 31, 2015, there were $984,000 unrecognized share-based compensation expenses relating to the restricted shares, which are expected to be recognized over a weighted average period of one year.

F- 54

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

19.

STOCK OPTIONS AND NONVESTED SHARES - continued

2007 Equity incentive plan - continued

A summary of the status of the nonvested shares as of December 31, 2013, 2014 and 2015, and changes during the year ended December 31, 2014 and 2015, respectively is presented below.

Nonvested shares	Shares		Weighted- average grant/ modification date fair value		Aggregate intrinsic value
At the beginning of year 2014		1,900,445	$	0.252	$	2,390,760

Granted		1,099,555	$	0.82	$	901,635
Vested		-		-		-
Forfeited		-		-		-

At the end of year 2014		3,000,000	$	1.064	$	3,192,000

Granted		-
Vested		3,000,000	$	0.82		2,460,000
Forfeited		-		-		-

At the end of year 2015		3,000,000	$	1.082	$	3,246,000

F- 55

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

19.

STOCK OPTIONS AND NONVESTED SHARES - continued

2010 Equity incentive plan of iSTAR Financial Holdings

In November 2010, iSTAR Financial Holdings, a subsidiary of the Company, implemented the "2010 equity incentive plan" (the "2010 Plan") under which the Company transferred 1,500 nonvested shares which representing 15% of total iSTAR Financial Holdings' equity interest to its management group as a share incentive. If the grantees left the Company before the third anniversary of the grant date when the nonvested shares become vested, they should transfer the shares to the Company at no consideration. Therefore, the total share based compensation expenses are recognized ratably over the three years of vesting period. In addition, as the grantees are entitled to all the shareholder's rights, including the dividend rights since the date of grant, the 15% share of the earnings of iSTAR Financial Holdings is recognized as noncontrolling interest on the Company's consolidated financial statements since November 1, 2010, the date of grant.

The fair value of the share incentive was determined to be $1,188 per share. The Group recognized $495,848 share based compensation cost in 2013. As of December 31, 2013, all compensation cost relating to nonvested shares was recognized.

2014 Stock incentive plan

In July 2014, the Company adopted the 2014 stock incentive plan (the "2014 Plan") which allows the Company to offer a variety of incentive awards to employees, directors, officers and other eligible persons in the Group, and consultants and advisors outside the Group. The maximum number of ordinary Shares that may be delivered pursuant to awards granted to eligible persons under 2014 Plan during calendar year 2014 is equal to 5,000,000 ordinary shares; provided, that, as of January 1 of each calendar year thereafter during the term of 2014 plan, the maximum number of ordinary shares that may be delivered pursuant to awards granted to eligible persons under 2014 Plan shall be increased by 3,000,000 Ordinary Shares. As of result, the total number of ordinary shares authorized under the 2014 Plan was 8,000,000 as of December 31, 2015. As of December 31, 2015, 31,400 shares were available for future grant of awards.

F- 56

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

19.

STOCK OPTIONS AND NONVESTED SHARES – continued

2014 Stock incentive plan – continued

Options to employees

During 2014 and 2015, the Company granted totaling 1,930,000 and 120,000 stock options to employees at an exercise price that equaled the trading price of the stock upon the stock option grant, respectively. These options vest over 3 years.

The fair value of employee options was estimated on the basis of the Black-Scholes Option Price model with the following assumptions:

	Years ended December 31,
	2014			2015
Weighted average risk free rate of return	1.39%	-	1.62%	1.32%
Weighted average expected option life (in years)	6.82	-	6.87	6.86
Expected volatility rate	77.74%	-	79.37%	77.81%
Dividend yield		-		-

(1)

Expected volatility

The volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility of the Company over the past years.

(2)

Risk-free interest rate

Risk-free interest rate was estimated based on the yield to maturity of treasury bonds of the United States with a maturity period close to the expected term of the options.

(3)

Expected option life

The expected life was estimated based on historical information.

(4)

Dividend yield

The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the options.

(5)

Exercise price

Options are generally granted at an exercise price equal to the fair market value of the Company's shares at the date of grant.

F- 57

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

19.

STOCK OPTIONS AND NONVESTED SHARES – continued

2014 Stock incentive plan – continued

Options to non-employees

During 2014, the Company granted 30,000 options under the 2014 Plan to a consultant. The fair value of non-employee options is estimated using the Black-Scholes Option Pricing model as such method provided a more accurate estimate of the fair value of services provided by the consultants and strategic advisers. The fair value of the stock options is remeasured as of the end of each reporting period until the services of these non-employees are complete under the service contracts. These options vest over 3 years.

Summary of stock options to employees and non-employees

A summary of the stock option activity is as follows:

	2014					2015
	Number of options			Weighted average exercise price		Number of options			Weighted average exercise price
Outstanding at beginning of year		-		$	-		1,860,000		$	0.89
Granted		1,960,000			0.90		120,000			0.87
Exercised		-			-		(3,600	)		0.92
Forfeited		(100,000	)		0.88		(741,400	)		0.89
Outstanding at end of year		1,860,000		$	0.89		1,235,000		$	0.88
Shares exercisable at end of year		-			-		480,200		$	0.89

The following table summarizes information with respect to stock options outstanding at December 31, 2015:

	Options outstanding							Option exercisable
Stock option with exercise price of:	Number outstanding		Weighted average remaining contractual life (in years)	Weighted average exercise price		Aggregate intrinsic value as of December 31, 2015		Number exercisable		Weighted average exercise price		Aggregate intrinsic value as of December 31, 2015


$0.878		985,000							433,400
$0.92		30,000							10,800
$1.03		50,000							18,000
$1.04		50,000							18,000
$0.87		120,000							-
		1,235,000	8.70	$	0.88	$	433,540		480,200	$	0.89	$	168,688

F- 58

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

19.

STOCK OPTIONS AND NONVESTED SHARES – continued

2014 Stock incentive plan – continued

Summary of stock options to employees and non-employees – continued

The weighted-average grant-date fair value of options granted during the years 2014 and 2015 was $0.63 and $0.61, respectively. The total intrinsic value of options exercised during the years ended December 31, 2014 and 2015 was nil and $1,159, respectively. The total fair value of shares vested during the year ended December 31, 2014 and 2015 was nil and $496,560, respectively.

The Company recognized share-based compensation expenses of $148,451 and $(187,485) for stock option in the years ended December 31, 2014 and 2015, respectively.

As of December 31, 2015, there were $345,961 unrecognized share-based compensation expenses relating to the stock options, which are expected to be recognized over a weighted average period of two year.

Restricted shares to employees

During 2014, the Company granted 1,780,000 restricted shares under the 2014 Plan to directors and employees. The vesting of the restricted shares is subject to rendering service to the Company for two years. Based on the Company's requisite service period stated in the 2014 Plan, there were 890,000 shares vested, of which 15,000 shares were issued as of December 31, 2015. The fair value of restricted shares was $0.878, which was the fair market value of the Company's shares at the date of grant.

On November 16, 2015, the Company granted 3,800,000 restricted shares under the 2014 Plan to selected directors and employees. Subject to the agreement, the awards shall become activated and vest during the period commencing on the grant date and ending on November 16, 2018 (the "Vesting Term"), provided that the participant has achieved all the performance targets. The fair value of restricted shares was $0.742, which was the fair market value of the Company's shares at the date of grant.

The Company recognized share-based compensation expenses of $310,888 and $898,903 relating to the restricted shares granted to employees in 2014 and 2015, respectively. As of December 31, 2015, there were $3,172,649 unrecognized share-based compensation expenses relating to the restricted shares granted to employees, which are expected to be recognized over a weighted average period of 2.6 year.

F- 59

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

19.

STOCK OPTIONS AND NONVESTED SHARES – continued

2014 Stock incentive plan – continued

Restricted shares to non-employees

During 2014, the Company granted 1,150,000 restricted shares under the 2014 Plan to consultants. The fair value of the stock options is remeasured as of the end of each reporting period until the services of these non-employees are completed under the service contracts. These options vest over two years except 50,000 restricted shares granted to one consultant which vest over three years. The Company recognized share-based compensation expenses of $245,958 and $754,354 relating to the restricted shares granted to non-employees in 2014 and 2015, respectively. As of December 31, 2015, there were $427,988 unrecognized share-based compensation expenses relating to the restricted shares granted to non-employees, which are expected to be recognized over a weighted average period of half year.

F- 60

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

19.

STOCK OPTIONS AND NONVESTED SHARES – continued

Restricted shares of Shanghai Shangtong Co., Ltd. ("CFO Shangtong"), Fortune Zhengjin and CFO Tahoe

On July 1, 2014, CFO Shangtong and Fortune Zhengjin, two affiliates of the Company, entered into a series of contractual arrangement with selected employees of the Group. Pursuant to the agreement, these employees were granted 10% restricted shares of CFO Shangtong and Fortune Zhengjin. The vesting of the restricted shares is subject to rendering service to the Company for five years. The fair value of restricted shares is $28,965 and $2,464,455, which equal to the fair value of the CFO Shangtong and Fortune Zhengjin's 10% net assets at the effective date of the agreement, respectively.

On July 1, 2015, Fortune Zhengjin entered into an additional arrangement with selected employees of the Group. Pursuant to the agreement, these employees were granted 8% restricted shares of Fortune Zhengjin. The vesting of the restricted shares is subject to rendering service to the Company for five years. The fair value of restricted shares is $4,681,533, which equal to the fair value of Fortune Zhengjin's 8% net assets at the effective date of the agreement. CFO Tahoe also entered an arrangement with selected employees of the Group. Pursuant to the agreement, these employees were granted 1.95% restricted shares of CFO Tahoe. The fair value of restricted shares is subject to rendering service to the Company for five years. The fair value of restricted shares is $1,141,124, which equal to the fair value of CFO Tahoe's 1.95% net assets at the effective date of the agreement.

The Company recognized share-based compensation expenses of $6,584 and $560,187 in 2014 relating to CFO Shangtong, Fortune Zhengjin, respectively. There were $10,200, $1,965,535 and $267,565 share-based compensation expenses recorded in 2015 relating to CFO Shangtong, Fortune Zhengjin and CFO Tahoe, respectively.

As of December 31, 2015, there were $10,510 and $4,478,097 and $873,559 unrecognized share-based compensation expenses relating to CFO Shangtong, Fortune Zhengjin and CFO Tahoe, respectively, which are expected to be recognized over a weighted average period of 3.5 years.

F- 61

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

20.

INCOME TAXES

Hong Kong

China Finance Online, iSTAR Securities, iSTAR Futures, iSTAR Wealth Management, iSTAR Credit and other eight subsidiaries were established in Hong Kong. These companies were subject to Hong Kong profit tax at 16.5%. In addition, companies who incorporated outside of Hong Kong and carried on a trade, profession or business in Hong Kong were also subject to Hong Kong profit tax in respect of their profits arising in or derived from Hong Kong.

British Virgin Islands

Companies that were incorporated in the BVI are not subject to taxation in their country of incorporation. Subsidiaries incorporated in the BVI include iSTAR Financial Holdings and other eleven subsidiaries.

F- 62

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

20.

INCOME TAXES - continued

PRC

The Group's PRC entities are subject to 25% PRC Enterprise Income Tax ("EIT") on the taxable income in accordance with the relevant PRC income tax laws, except for certain entities that enjoy preferential tax rates, which are lower than the statutory rates, as described below.

Under the EIT Law and its implementing rules, an enterprise which qualifies as a "high and new technology enterprise" ("the HNTE") is entitled to a tax rate of 15%.

Under the EIT law and its implementing rules, enterprises that obtain status of "Software Enterprises" are entitled to be exempted from EIT tax for the first two profit-making years and enjoy a preferential 12.5% tax rate, which is half of the standard EIT rate of 25% for the three years thereafter.

A summary of the main PRC entities that subject to tax preferential policies for the year ended December 31, 2015 is as follows:

PRC entities	Chinese EIT rate	Qualification for preferential tax rate
CFO Qicheng	Preferential tax rate of 12.5% in 2013 and 2014.	Software Enterprises
CFO Shenzhen Shangtong	Preferential tax rate of 12.5% in 2013 and 2014.	Software Enterprises
CFO Software	Preferential tax rate of 15% in 2013.	HNTE
CFO Meining	Preferential tax rate of 15% from 2013 to 2015.	HNTE
CFO Genius	Preferential tax rate of 15% from 2013 to 2015.	HNTE
CFO Tibet	Preferential tax rate of 9% from 2015 to 2017 and 15% thereafter	Preferential tax rate for enterprises in Tibet, China

Under the EIT Law, the HNTE status is valid for three years and qualifying entities can then apply to renew for an additional three years provided their business operations continue to qualify for the HNTE status. CFO Software obtained its HNTE status in 2008 and its renewal in 2011. CFO Meining obtained its HNTE status in 2008 and obtained the renewal successfully in 2011 and 2014. In 2012, CFO Genius also obtained the HNTE status and successfully renewed it in 2015.

In 2013 and 2014, CFO Chongzhi and CFO Shangtong filed their EIT by adopting the "deemed-profit method". In 2014, Shanghai Yongfu Enterprises Management Consulting Co., Ltd. adopted this method. In 2015, Zhengjin (Jiangsu) Precious Metals Co., Ltd. also adopted this method .Under this method, the qualifying entities filed their income tax by calculating as 2.5% of the gross revenues. This method is subject to be reevaluated by the local tax authority in the future.

F- 63

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

20.

INCOME TAXES - continued

PRC - continued

The EIT Law includes a provision specifying that legal entities organized outside of the PRC will be considered residents for PRC Income tax purposes if the place of effective management or control is within the PRC. The implementation rules to the EIT Law provide that non-resident legal entities will be considered PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc., occurs within the PRC. Despite the present uncertainties resulting from the limited PRC tax guidance on the issue, the Group does not believe that currently the legal entities organized outside of the PRC within the Group should be treated as residents for EIT law purposes. If the PRC tax authorities subsequently determine that the Company and its subsidiaries registered outside the PRC should be deemed a resident enterprise, the Company and its subsidiaries registered outside the PRC will be subject to the PRC income tax at a rate of 25%.

If the Company were to be non-resident for PRC tax purpose, dividends paid to it out of profits earned after January 1, 2008 would be subject to a withholding tax. In the case of dividends paid by PRC subsidiaries the withholding tax would be 10% not considering the arrangements for the Avoidance of Double Taxation on income and Prevention of Fiscal Evasion with respect to Taxes on Income between mainland and Hong Kong.

Aggregate deficits of the Company's subsidiaries located in the PRC were approximately $20.3 million at December 31, 2015. And accordingly, no provision has been made for the Chinese dividend withholding taxes.

Aggregate undistributed earnings of the Company's VIEs and its VIEs' subsidiaries located in the PRC that is available for distribution to the Company of approximately $30.0 million at December 31, 2015. A deferred tax liability should be recorded for taxable temporary differences attributable to the excess of financial reporting amounts over tax basis amounts, including those differences attributable to a more than 50% interest in a domestic subsidiary. However, recognition is not required in situations where the tax law provides a means by which the reported amount of that investment can be recovered tax-free and the enterprise expects that it will ultimately use that means. The Company has not recorded any such deferred tax liability attributable to the undistributed earnings of its financial interest in VIEs because it believes such excess earnings can be distributed in a manner that would not be subject to income tax.

Income tax (provision) benefit was as follows:

	December 31,
	2013			2014			2015

Current	$	(478,966	)	$	(558,696	)	$	(2,071,154	)
Deferred		378,908			44,782			686,892

Total	$	(100,058	)	$	(513,914	)	$	(1,384,262	)

F- 64

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

20.

INCOME TAXES - continued

PRC - continued

The principal components of deferred income taxes were as follows:

	December 31,
	2014			2015
Current deferred tax assets:
Deferred revenue - current	$	594,196		$	445,314
Accrued expenses and other liabilities		467,758			612,161
Net operating loss carrying forwards		4,233,246			4,718,396
Gross current deferred tax assets		5,295,200			5,775,871

Less: valuation allowance		(4,369,119	)		(4,806,407	)

Total current deferred tax assets		926,081			969,464

Non-current deferred tax assets
Deferred revenue- non-current	$	268,393		$	121,133
Net operating loss carrying forwards		10,556,749			10,984,475
Gross non-current deferred tax assets		10,825,142			11,105,608

Less: valuation allowance		(10,753,602	)		(11,085,358	)

Total non-current deferred tax assets	$	71,540		$	20,250


Current deferred tax liabilities:
Account receivable and other assets		(580,197	)		(15,132	)

Total current deferred tax liabilities	$	(580,197	)	$	(15,132	)

Non-current deferred tax liabilities:
Intangible assets		(546,320	)		(384,883	)

Total non-current deferred tax liabilities	$	(546,320	)	$	(384,883	)

A valuation allowance of $15,122,721 and $15,891,765 was established as of December 31, 2014 and 2015, respectively, for the entities that have incurred losses because the Group believes that it is more likely than not that the related deferred tax assets will not be realized in the future. At December 31, 2015, operating loss carry forwards includes approximately $52.3 million which will expire by 2020, and $18.7 million which will carry forward indefinitely.

F- 65

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

20.

INCOME TAXES - continued

PRC - continued

Reconciliation between total income tax expense (benefit) and the amount computed by applying the PRC EIT statutory rate to income before income taxes is as follows:

	Years ended December 31,
	2013			2014			2015

Income (loss) before tax	$	(8,073,832	)	$	(10,116,814	)	$	28,201,950
Income tax (benefits) expenses calculated at 25%		(2,018,458	)		(2,529,204	)		7,050,488
Effect of tax holiday		(266,396	)		(4,125,912	)		(8,139,429	)
Effect of income tax rate difference in other jurisdictions		305,505			1,789,762			645,873
Non-deductible expenses.		267,748			1,425,655			2,559,649
Non-taxable income		(439,861	)		(549,315	)		(893,950	)
Change in valuation allowance		2,251,520			4,502,928			161,631

Income tax expense	$	100,058		$	513,914		$	1,384,262

During the years ended December 31, 2013, 2014 and 2015, if the Company's subsidiaries, VIEs and VIEs' subsidiaries in the PRC were neither in the tax holiday period nor had they been specifically allowed special tax concessions, they would have recorded additional income tax expense of $31,910, $20,851 and $1,102,399, respectively. The impact of the tax holidays on basic net income per ordinary share was an increase of $0.00, $0.00 and $0.01, for the years ended December 31, 2013, 2014 and 2015, respectively.

The Group did not identify significant unrecognized tax benefits for the years ended December 31, 2013, 2014 and 2015. The Group did not incur any interest and penalties related to potential underpaid income tax expenses and also believed that the adoption of pronouncement issued by FASB regarding accounting for uncertainty in income taxes did not have a significant impact on the unrecognized tax benefits within 12 months from December 31, 2015.

In accordance with relevant PRC tax administration laws, tax years from 2010 to 2015 of the Group's PRC subsidiaries and VIEs remain subject to tax audits as of December 31, 2015, at the tax authority's discretion.

F- 66

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

21.

AMERICAN DEPOSITARY SHARES ("ADS") PLAN

In September 2015, the Group issued 4,000,000 ordinary shares to its American Depositary Receipt bank and in exchange received 800,000 ADSs under the 2004 Plan and 2014 Plan. As of December 31, 2015, 3,305,800 shares were available for future exercise of options and vesting of granted shares.

F- 67

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

22.

NET INCOME (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted income (loss) per share for the years indicated:

	Years ended December 31,
	2013			2014			2015

Net income (loss) attributable to China Finance Online Co. Limited	$	(8,573,128	)	$	(7,167,849	)	$	22,482,416

Weighted average ordinary shares outstanding used in computing basic net income (loss) per share		109,019,513			109,385,712			110,997,871

Plus: Incremental shares from assumed conversions of stock options and nonvested shares		-			-			14,131,892

Weighted average ordinary shares outstanding used in computing diluted net income (loss) per share		109,019,513			109,385,712			125,129,763

Net income (loss) per share attributable to China Finance Online Co. Limited
- basic	$	(0.08	)	$	(0.07	)	$	0.20
- diluted	$	(0.08	)	$	(0.07	)	$	0.18

For the years ended December 31, 2013 and 2014, 24,505,348 options and 1,900,445 nonvested shares, 23,186,160 options, 4,030,240 restricted shares and 3,000,000 nonvested shares, were anti-dilutive, respectively, because the Group was in the loss position.

F- 68

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

23.

MAINLAND CHINA CONTRIBUTION PLAN AND PROFIT APPROPRIATION

Full time employees of the Group in the PRC participate in a government-mandated defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require the Group to accrue for these benefits based on certain percentages of the employees' salaries. The total provisions for such employee benefits were $2,710,481, $3,685,654 and $4,353,944 for the years ended December 31, 2013, 2014 and 2015, respectively.

24.

NONCONTROLLING INTERESTS

	Commodities brokerage services			Investment advisory services			Institutional Subscription Services			iSTAR Financial holdings brokerage services			Other			Total
Balance as of January 1, 2013	$	-		$	688,062		$	-		$	63,306		$	-		$	751,368

Acquisition of CFO Tahoe (Note 3)		9,508,295			-			-			-			-			9,508,295
Acquisition of Champion Connection (Note 3)		-			1,760,861			938,112			-			-			2,698,973
Acquisition of Nontrolling interests of CFO East Win		-			586,954			-			-			-			586,954
Changes in ownership of subsidiaries		-			289,656			(1,068,471	)		-			-			(778,815	)
Paid-in capital from noncontrolling shareholders		1,405,963			-			-			-			-			1,405,963
Share-based compensation (Note 19)		-			-			-			74,376			-			74,376
Net income (loss)		1,056,322			(419,202	)		(64,585	)		(173,297	)		-			399,238

Balance as of December 31, 2013	$	11,970,580		$	2,906,331		$	(194,944	)	$	(35,615	)	$	-		$	14,646,352

Business restructure		(2,569,160	)		2,384,519			786,355			-			12,201			613,915
Dividends paid to noncontrolling shareholders		(1,030,012	)		-			-			-			-			(1,030,012	)
Share-based compensation (Note 19)		158,696			-			-			-			-			158,696
Net income (loss)		2,463,956			(5,290,850	)		(591,411	)		3,936			(48,510	)		(3,462,879	)

Balance as of December 31, 2014	$	10,994,060		$	-		$	-		$	(31,679	)	$	(36,309	)	$	10,926,072

Dividends paid to noncontrolling shareholders		(6,509,680	)		-			-			-			-			(6,509,680	)
Changes in controlling ownership interest		1,393,508			-			-			-			320,956			1,714,464
Paid-in capital from noncontrolling shareholders		641			-			-			-			-			641
Share-based compensation (Note 19)		724,285			-			-			-			-			724,285
Net income (loss)		4,815,506			-			-			(195,587	)		(284,647	)		4,335,272
Balance as of December 31, 2015	$	11,418,320		$	-		$	-		$	(227,266	)	$	-		$	11,191,054

F- 69

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

25.

COMMITMENTS AND CONTINGENCIES

Commitments

The Group leases certain office premises and purchases data under non-cancelable leases. Rent expenses under operating leases for 2013, 2014 and 2015 were $4,808,894, $7,013,985 and $6,044,119, respectively.

Future minimum payments under non-cancelable operating leases and data purchase agreements were as follows:

Year ending
2016	$	5,437,871
2017		3,359,212
2018		1,632,872

Total	$	10,429,955

Securities Litigation

The Company and certain of its officers and directors were named as defendants in a putative securities class actions filed in Central District of California which was then transferred to Southern District of New York. The complaints allege that the Company violated Exchange Act Section 10(b) and Rule 10b-5 by failing to disclose certain its transactions as related party transaction. As the actions remain in their preliminary stages, the Company's management is unable to express any opinion on the likelihood of an unfavorable outcome or any estimate of the amount or range of any potential loss.

Litigation

The Group was involved in certain cases pending in some PRC courts as of December 31, 2015. These cases include a copyright infringement case, among others. Adverse results in these lawsuits may include awards of damages and may also result in a loss of revenue or otherwise harm the business of the Group.

For many proceedings, the Company is currently unable to estimate the reasonably possible loss or a range of reasonably possible losses as the proceedings are in the early stages, and/or there is a lack of clear or consistent interpretation of laws specific to the industry-specific complaints among different jurisdictions. As a result, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, which includes eventual loss, fine, penalty or business impact, if any, and therefore, an estimate for the reasonably possible loss or a range of reasonably possible losses cannot be made. However, the Company believes that such matters, individually and in the aggregate, when finally resolved, are not reasonably likely to have a material adverse effect on the Company’s consolidated results of operations, financial position and cash flows.

F- 70

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

26.

SEGMENT AND GEOGRAPHIC INFORMATION

The Group has three operating segments (1) commodities brokerage services, (2) online financial information and advisory service, and other related services in PRC, (3) Hong Kong brokerage services. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-makers in deciding how to allocate resources and in assessing performance. The Group's chief executive officer has been identified as the chief operating decision makers. The Group's chief operating decision maker directs the allocation of resources to operating segments based on the profitability and cash flows of each respective segment.

The Group evaluates performance based on several factors, including net revenue, cost of revenue, operating expenses, income from operation. The following tables show the operations of the Group's operating segments:

For the year ended December 31, 2015

	Commodities brokerage services			Subscription services and other related services			Hong Kong brokerage services			Consolidated

Net revenues	$	113,720,922		$	27,236,753		$	3,149,063		$	144,106,738
Less: intersegment sales		(34,018,268	)		(2,683,704	)		-			(36,701,972	)
Net revenues from external customer		79,702,654			24,553,049			3,149,063			107,404,766

Cost of revenues		4,975,361			14,321,339			1,181,538			20,478,238
Less: intersegment cost of revenues		-			(739,501	)		-			(739,501	)
Cost of revenues after elimination		4,975,361			13,581,838			1,181,538			19,738,737

Operating expenses:
General and administrative		4,026,984			11,148,924			2,978,161			18,154,069
Product development		2,549,731			8,188,718			-			10,738,449
Sales and marketing		69,674,657			12,139,100			566,396			82,380,153
Loss from impairment of intangible assets		250,360			-			-			250,360

Total segments operating expenses		76,501,732			31,476,742			3,544,557			111,523,031
Less: intersegment operating expenses		(35,907,706	)		(47,620	)		(110,721	)		(36,066,047	)
Total operating expenses.		40,594,026			31,429,122			3,433,836			75,456,984

Government subsidies		251,828			-			-			251,828
Income (loss) from operations	$	34,385,095		$	(20,457,911	)	$	(1,466,311	)	$	12,460,873

Total segments assets.	$	109,286,634		$	179,706,230		$	47,011,111		$	336,003,975
Less: intersegment assets		(51,101,320	)		(122,077,495	)		(18,760,003	)		(191,938,818	)
Total assets.	$	58,185,314		$	57,628,735		$	28,251,108		$	144,065,157

F- 71

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

26.

SEGMENT AND GEOGRAPHIC INFORMATION - continued

For the year ended December 31, 2014

	Commodities brokerage services			Subscription services and other related Services			Hong Kong brokerage services			Consolidated

Net revenues	$	80,943,201		$	25,250,486		$	4,610,516		$	110,804,203
Less: intersegment sales		(20,852,084	)		(6,256,234	)		-			(27,108,318	)
Net revenues from external customer		60,091,117			18,994,252			4,610,516			83,695,885

Cost of revenues		10,526,980			8,091,595			1,731,651			20,350,226
Less: intersegment cost of revenues		-			2,503			-			2,503
Cost of revenues after elimination		10,526,980			8,094,098			1,731,651			20,352,729

Operating expenses:
General and administrative		8,320,540			19,544,999			2,655,925			30,521,464
Product development		2,460,048			13,567,759			-			16,027,807
Sales and marketing		52,371,135			12,845,724			586,015			65,802,874
Loss from impairment of intangible assets		-			1,802,125			-			1,802,125
Loss from impairment of goodwill		-			8,149,525			-			8,149,525

Total segments operating expenses		63,151,723			55,910,132			3,241,940			122,303,795
Less: intersegment operating expenses		(24,533,694	)		(15,199,246	)		(117,740	)		(39,850,680	)
Total operating expenses.		38,618,029			40,710,886			3,124,200			82,453,115

Government subsidies		655,437			3,980			-			659,417
Income (loss) from operations	$	11,601,545		$	(29,806,752	)	$	(245,335	)	$	(18,450,542	)

Total segments assets.	$	62,272,231		$	171,870,606		$	52,776,273		$	286,919,110
Less: intersegment assets		(26,824,659	)		(127,444,636	)		(18,746,458	)		(173,015,752	)
Total assets.	$	35,447,572		$	44,425,970		$	34,029,815		$	113,903,358

F- 72

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

26.

SEGMENT AND GEOGRAPHIC INFORMATION - continued

For the year ended December 31, 2013

	Commodities brokerage services			Subscription services and other related Services			Hong Kong brokerage services			Consolidated

Net revenues	$	30,124,245		$	21,656,482		$	3,404,767		$	55,185,494
Less: intersegment sales					(2,447,417	)					(2,447,417	)
Net revenues from external customer		30,124,245			19,209,065			3,404,767			52,738,077

Cost of revenues		2,613,287			7,018,379			938,404			10,570,070

Operating expenses:
General and administrative		1,087,048			10,831,336			3,291,718			15,210,102
Product development		784,083			8,248,244			-			9,032,327
Sales and marketing		22,015,190			10,429,389			591,074			33,035,653
Total segments operating expenses		23,886,321			29,508,969			3,882,792			57,278,082
Less: intersegment operating expenses		(2,447,417	)								(2,447,417	)
Total operating expenses		21,438,904			29,508,969			3,882,792			54,830,665

Government subsidies		-			11,187			-			11,187
Income (loss) from operations	$	6,072,054		$	(17,307,096	)	$	(1,416,429	)	$	(12,651,471	)

Total segments assets		27,791,654			80,844,211			31,893,233			140,529,098
Less: intersegment balances		-			(7,036,363	)		-			(7,036,363	)
Total assets	$	27,791,654		$	73,807,848		$	31,893,233		$	133,492,735

F- 73

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

26.

SEGMENT AND GEOGRAPHIC INFORMATION - continued

Enterprise wide disclose

The Group derives revenue from external customers for each of the following services during the years presented:

	Years ended December 31,
	2013		2014		2015

Commodities brokerage services revenues	$	30,124,245	$	60,091,117	$	79,702,654
Financial information and advisory services revenues		11,122,400		10,355,732		17,205,459
Advertising revenue		6,799,109		8,160,310		7,023,399
Hong Kong brokerage services revenues		3,404,767		4,610,516		3,149,063
Others		1,287,556		478,210		324,191
Total revenue from external customers..	$	52,738,077	$	83,695,885	$	107,404,766

Substantially all of the Company's revenues for the years ended December 31, 2013, 2014 and 2015 were generated from the PRC and Hong Kong.

As of December 31, 2013, 2014 and 2015, respectively, substantially all of long-lived assets of the Group are located in the PRC and Hong Kong.

F- 74

CHINA FINANCE ONLINE CO. LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In U.S. dollars)

27.

STATUTORY RESERVES AND RESTRICTED NET ASSETS

PRC legal restrictions permit payments of dividends by the Group's PRC entities only out of their retained earnings, if any, determined in accordance with PRC regulations. Prior to payment of dividends, pursuant to the laws applicable to the PRC Domestic Enterprises and PRC Foreign Investment Enterprises, the PRC entities must make appropriations from after-tax profit to non-distributable statutory reserve funds as determined by the Board of Directors of the Group. These reserve funds include the (1) general reserve, (2) enterprise expansion fund and (3) staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires annual appropriations of not less than 10% of after-tax profit (as determined under accounting principles and financial regulations applicable to PRC enterprises at each year-end); the other two funds are to be made at the discretion of the board of directors of each of the Group's subsidiaries.

These reserve funds can only be used for specific purposes and are not distributable as cash dividends.

The appropriation to these reserves by the Group's PRC subsidiaries was $284,114, $679,927 and $1,820,080 in 2013, 2014 and 2015.

The balance of the statutory reserves was $6,820,441 and $8,640,521 as of December 31 2014 and 2015. Such reserves have been included in the retained earnings of the Company's consolidated balance sheet.

As a result of these PRC laws and regulations and the requirement that distributions by PRC entities can only be paid out of distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Group. Amounts restricted include paid-in capital and the statutory reserves of the Company's PRC subsidiaries and VIEs. As of December 31, 2015, the aggregate amounts restricted which represented the amount of net assets of the relevant subsidiaries and VIEs in the Group not available for distribution was $71,700,541. As a result of the above restrictions, parent-only financials are presented on financial statement Schedule I.

28.

SUBSEQUENT EVENT

In April, 2016, the Group signed a sale & purchase agreement with a third party, to transfer the 100% ordinary shares of iSTAR Wealth Management. The completion of this transaction was still subject to conditions, including but not limited to obtaining the approvals and consents of CSRC and Securities and Futures Commission of Hong Kong. The consideration of this transaction is approximately $2.9 million (HK$22.5 million, equivalently).

F- 75

CHINA FINANCE ONLINE CO. LIMITED

Additional Information - Financial Statement Schedule I

Financial information of Parent Company

Balance sheets

(In U.S. dollars, except share-related data)

	December 31,
	2014			2015
Assets

Current assets:
Cash and cash equivalents	$	1,383,205		$	971,500
Amounts due from subsidiaries, VIEs and VIE’s subsidiaries		7,492,739			7,350,974
Prepaid expenses and other current assets		2,479,810			290,603
Dividends receivable		17,541,570			16,529,639
Total current assets		28,897,324			25,142,716
Investments in subsidiaries, VIEs and VIE’s subsidiaries		48,389,562			76,682,094
Rental deposits		66,893			-
Total assets	$	77,353,779		$	101,824,810

Liabilities and shareholders' equity

Current liabilities:
Accrued expenses and other current liabilities		296,866			279,801
Amounts due to subsidiaries, VIEs and VIE's subsidiaries		12,441,549			13,506,638
Total current liabilities	$	12,738,415		$	13,786,439

Shareholders' equity
Ordinary shares (112,417,933 and 118,098,018 shares issued and outstanding as of December 31, 2014 and 2015, respectively)		56,386,606			56,856,000
Additional paid-in capital		24,207,606			28,145,846
Accumulated other comprehensive income		12,064,338			8,597,295
Retained deficits		(28,043,186	)		(5,560,770	)
Total shareholders' equity		64,615,364			88,038,371

Total liabilities and shareholders' equity	$	77,353,779		$	101,824,810

F- 76

CHINA FINANCE ONLINE CO. LIMITED

Financial information of Parent Company

Statements of Comprehensive Income

(In U.S. dollars)

	December 31,
	2013			2013			2015
Cost of revenues	$	2,584		$	-		$	-

Gross loss		(2,584	)		-			-
Operating expenses:
General and administrative		1,417,843			1,418,198			1,226,800
Product development		62,914			50,859			-
Sales and marketing		160,112			108,384			-
Share-based compensation		2,539,274			4,132,182			3,812,733
Total operating expenses		4,180,143			5,709,623			5,039,533

Interest income		605			30			47
Equity in earnings (deficits) of subsidiaries, VIEs and VIE's subsidiaries		(4,985,519	)		(6,394,055	)		28,643,095
Exchange gain (loss), net		594,513			(76,351	)		(1,011,509	)
Other income (loss), net		-			674,414			(109,684	)
Gain from sales of cost method investment		-			4,337,736			-
Net income (loss)	$	(8,573,128	)	$	(7,167,849	)	$	22,482,416

Other comprehensive income (loss), net of tax:
Changes in foreign currency translation adjustment		1,195,795			(221,070	)		(3,467,043	)
Other comprehensive income (loss), net of tax		1,195,795			(221,070	)		(3,467,043	)

Comprehensive income (loss)	$	(7,377,333	)	$	(7,388,919	)	$	19,015,373

F- 77

CHINA FINANCE ONLINE CO. LIMITED

Financial Information of Parent Company

Statement of Shareholders' Equity

(In U.S. dollars, except share data)

	Ordinary shares
	Shares		Amount		Additional paid-in capital			Accumulated other comprehensive income (loss)			Retained deficits			Total shareholders' equity

Balance as of January 1, 2013.		110,955,383	$	14,328	$	81,163,243		$	11,089,820		$	(12,302,209	)	$	79,965,182

Exercise of share options by employees.		190,250		25		30,415			-			-			30,440
Share-based compensation.		-		-		2,539,274			-			-			2,539,274
Equity pick up from compensation of a subsidiary		-		-		421,473			-			-			421,473
Business combination.		-		-		191,861			-			-			191,861
Foreign currency translation adjustment		-		-		-			1,195,795			-			1,195,795
Net loss.		-		-		-			-			(8,573,128	)		(8,573,128	)

Balance as of December 31, 2013		111,145,633	$	14,353	$	84,346,266		$	12,285,615		$	(20,875,337	)	$	75,770,897

Transfer share premium to share capital		-		55,718,184		(55,718,184	)		-			-			-
Exercise of share options by employees		1,164,300		654,055		-			-			-			654,055
Restricted shares issued		108,000		14		-			-			-			14
Share-based compensation		-		-		4,132,182			-			-			4,132,182
Equity pick up from compensation of VIE's subsidiaries		-		-		408,075			-			-			408,075
Business restructure		-		-		(8,960,733	)		-			-			(8,960,733	)
Foreign currency translation adjustment		-		-		-			(221,277	)		-			(221,277	)
Net loss		-		-		-			-			(7,167,849	)		(7,167,849	)

Balance as of December 31, 2014		112,417,933	$	56,386,606	$	24,207,606		$	12,064,338.00		$	(28,043,186	)	$	64,615,364

Issuance of ordinary shares for the plan of stock options and restricted shares		4,000,000		520		-			-			-			520
Exercise of share options by employees		435,000		293,654		-			-			-			293,654
Exercise of share options by nonemployees		1,095,000		175,200		-			-			-			175,200
Restricted shares issued		150,085		20		-			-			-			20
Share-based compensation		-		-		3,812,733			-			-			3,812,733
Equity pick up from compensation of VIE's subsidiaries		-		-		1,519,015			-			-			1,519,015
Changes of controlling ownership interest		-		-		(1,393,508	)		-			-			(1,393,508	)
Foreign currency translation adjustment		-		-		-			(3,467,043	)		-			(3,467,043	)
Net income		-		-		-			-			22,482,416			22,482,416

Balance as of December 31, 2015		118,098,018	$	56,856,000	$	28,145,846		$	8,597,295		$	(5,560,770	)	$	88,038,371

F- 78

CHINA FINANCE ONLINE CO. LIMITED

Financial information of Parent Company

Statements of cash flows

(In U.S. dollars, except share-related data)

	December 31,
	2013			2014			2015
Operating activities:
Net income (loss)	$	(8,573,128	)	$	(7,167,849	)	$	22,482,416
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Stock-based compensation		2,539,274			4,132,182			3,812,733
Gain from sales of cost method investment		-			(4,337,736	)		-
Equity in deficits (earnings) of subsidiaries, VIEs and VIE’s subsidiaries		4,985,519			6,394,055			(28,643,095	)
Changes in assets and liabilities:
Prepaid expenses and other current assets		(63,446	)		(143,380	)		20,339
Amounts due from subsidiaries, VIEs and VIE’s subsidiaries		(4,092,500	)		983,297			142,303
Rental deposits		(271	)		-			66,893
Accrued expenses and other current liabilities		34,392			10,825			(8,035	)
Amounts due to subsidiaries, VIEs and VIE’s subsidiaries		1,779,098			1,535,073			1,065,088
Net cash (used in) provided by operating activities.		(3,391,062	)		1,406,467			(1,061,358	)

Investing activities:
Dividend receivable from subsidiaries		1,140,713			1,375,727			1,011,931
Capital injection to subsidiaries.		-			(2,774,315	)		(3,000,000	)
Proceeds from sales of cost method investment		-			-			2,168,868
Net cash provided (used in) by investing activities..		1,140,713			(1,398,588	)		180,799

Financing activities:
Proceeds from stock options exercised by employees..		30,440			654,055			293,654
Proceeds from stock options exercised by nonemployees..		-			-			175,200
Net cash provided by financing activities		30,440			654,055			468,854

Net (decrease) increase in cash and cash equivalents		(2,219,909	)		661,934			(411,705	)
Cash and cash equivalents, beginning of the year		2,941,180			721,271			1,383,205
Cash and cash equivalents, end of the year	$	721,271		$	1,383,205		$	971,500

Note:

Basis for preparation

The parent-company Financial Information of China Finance Online has been prepared using the same accounting policies as set out in the Group's consolidated financial statements except that China Finance Online has used equity method to account for its investments in its subsidiaries and variable interest entities.

F-79

Exhibit 4.115

Dated on: March 30, 2015

iSTAR Capital International Co. Limited

(“iSTAR Capital International”)

and

iSTAR Management Limited

(“iSTAR Management”)

and

Tianfeng Securities Co., Ltd.

(“Buyer”)

and

Beijing Fuhua Innovation & Technology Development Co., Ltd.

(“Guarantor”)

Agreement for Sale of 100% Equities of iSTAR International Futures Co. Limited and 100% Equities of iSTAR International Wealth Management Co. Limited

Contents

Definitions

Sale of Equities

Conditions Precedent and Before-Transaction Liabilities

Transaction

Representations and Warranties

Acts from the Signature Date of the Agreement to the Date of Transaction

Further Stipulations and other Warranties

Information

Guarantee

10.

Non-Competition Undertakings

11.

Indemnity Warranty

12.

Confidentiality

13.

Partial Invalidity

14.

Transfer

15.

Subsequent Effect of the Agreement

16.

General Terms and Conditions

17.

Notice

18.

Copies and Legal Language

19.

Governing Law, Jurisdiction and Receiving Agent of Legal Instruments

Signature

Appendix 1 Basic Information of iSTAR International Futures Co. Limited and iSTAR International Wealth Management Co. Limited

Appendix 2 Information of the Business

Appendix 3 Representations and Warranties

Appendix 4 Tax Indemnity Agreement

This Agreement dated on March 30, 2015 is signed and entered into by and among the following Parties.

Contracting Parties:

(1) ISTAR CAPITAL INTERNATIONAL CO. LIMITED , a limited company registered and organized in British Virgin Islands, with the registered office at P.O. Box 957, Offshore Incorporations Centre Road Town , Tortola , British Virgin Islands (“ iSTAR Capital International ”);

(2) ISTAR MANAGEMENT LIMITED , a limited company registered and organized in British Virgin Islands, with the registered office at P.O. Box 957, Offshore Incorporations Centre Road Town , Tortola , British Virgin Islands (“ iSTAR Management ”, collectively referred to as the “ Transferors ” together with iSTAR Capital International )

(3) Tianfeng Securities Co., Ltd. , a company limited by shares that is registered and organized in Wuhan, Hubei, China, with the registered office at 37F, Tower A, Poly Plaza, No. 99 of Zhongnan Road, Wuchang District, Wuhan, Hubei, China (the “ Buyer ”); and

(4) Beijing Fuhua Innovation & Technology Development Co., Ltd. , a limited liability company registered and organized in Beijing, China, with the registered address at Rooms 938-941, Tower C, International Enterprise Building, No.35 of Finance Street, Xicheng District, Beijing, China (the “ Guarantor ”) .

Foreword:

(A) iSTAR Capital International and iSTAR Management are the beneficial owners of all equities issued by iSTAR International Wealth Management Co. Limited (“ iSTAR Wealth ”) and iSTAR International Futures Co. Limited (“ iSTAR Futures ”, collectively referred to as the “ Target Companies ” together with iSTAR Wealth). The summary information of the Target Companies is listed in Appendix 1 .

(B) The Target Companies have obtained all approvals, certificates, licenses that shall be obtained for operating the Business (see the definition below), which remain effective at the present. The duplicate of the license for such Business and related search results are stated in Appendix 2 .

(C) Both Transferors agree to, on the terms and conditions of this Agreement, sell the Salable Equities (see the definition below) to the Buyer and the Buyer agrees to purchase such equities on the same terms and conditions. From the signature date of this Agreement to the time when the transaction is carried out, the Transferors are the beneficial owners of the Salable Equities.
(D) The Guarantor is an affiliate of the Transferors in China and owns the website of Financial World ( www . jrj . com ) in China. The Guarantor agrees to guarantee and undertake to the Buyer according to the terms and conditions mentioned below that the Transferors will fullly perform all their obligations and liabilities hereunder.

Now therefore, the contracting Parties reach and enter into an agreement as follows:

1. Definitions

1.1 In this Agreement, including the statement of fact, appendixes and annexes, the following words shall have the following meanings, unless otherwise required by the context:

1. “Audited Accounts” mean the audited consolidated financial statements of the Target Companies that are prepared according to Hong Kong Accounting Standards for three fiscal years up to December 31, 2014 and for two months up to February 28, 2015, including the audited income statement, cash flow statement, balance sheet, all notes to financial statements, and auditors’ reports for such years;

2. “Management Accounts” mean the consolidated management accounts for the period from February 28, 2015 to March 31, 2015, including the unaudited income statement, cash flow statement, balance sheet and all notes for such period; and Management Accounts and the Audited Accounts are collectively referred to as the “ Accounts ”;

“Agreement”: means this agreement and the Agreement amended from time to time pursuant to the provisions of Article 16.2;

“Board of directors”: for a company or enterprise at a certain time, means the board of directors of such company or enterprise at such time;

“Business Day”: means a day on which the licensed banks of Hong Kong open for Business, with the exception of the following days: (i) Saturdays, (ii) any day on which Gale or Storm Signal No. 8 or above is or is still hoisted in Hong Kong from 9:00 in the morning to 12:00 o’clock at noon and the warning has not been listed at or before 12:00 o’clock at noon; or (iii) any day on which black storm warning signal is or is still hoisted in Hong Kong before 12:00 o’clock at noon and the warning has not been listed at or before 12:00 o’clock at noon;

“Business” means the business that is being operated by the Target Companies, including but not limited to:

(i) the business involved in all regulated activities subject to the regulation of Securities and Futures Commission of Hong Kong (the summary information of which is listed in Appendix 2 ), including the business carried out as:

(a) (In the case of iSTAR Futures) an intermediary of type 2 regulated activities of Securities and Futures Commission of Hong Kong (dealing in futures contract)

(b) (In the case of iSTAR Wealth) an intermediary of type 4 regulated activities of Securities and Futures Commission of Hong Kong (giving investment advice relating to the sale/purchase of securities)

(c) (In the case of iSTAR Wealth) an intermediary of type 5 regulated activities of Securities and Futures Commission of Hong Kong (giving investment advice relating to the sale/purchase of futures contracts)

(d) (In the case of iSTAR Wealth) an intermediary of type 9 regulated activities of Securities and Futures Commission of Hong Kong (providing assets management);

(ii) the business carried out by iSTAR Futures as a futures dealer of Hong Kong Futures Exchange Limited (certificate number: EP0353); and

(iii) the business carried out by iSTAR Futures as a clearing participant (certificate number: CP0318) of HKFE Clearing Corporation Limited.

“Director”: in the case of a certain company at a certain time, means the director of such company at such time;

“Disposal” means any sale of, transfer of, exchange of, granting, lending, leasing, terminating of lease of, renting, licensing, directly or indirectly retaining, waiving, conceding, assigning, dealing with or conferring, any option, right of priority, or other rights or interests, including signing any agreement with respect to the foregoing acts;

“Encumbrance” means any hypothecation, mortgage, pledge, lien (except for that created under law), or equitable mortgage on any property, asset, right or interest (regardless of the nature thereof), or any adverse claim against such property, asset, right or interest, or establishment of other encumbrances, right of priority, or security interest on such property, asset, right or interest, or the back ordering, title retention, leasing, sale, or leaseback arrangement of such property, asset, right or interest, or any agreement with respect to the foregoing contents;

“HK$” means Hong Kong dollar, the legal currency of Hong Kong at the present;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Intellectual Property” means the trademark, patent, registered design, copyright, software copyright, trade name, mark, other business logo, other business or service business name (whether registered or registerable or not), all related applications and rights to application, and all other intellectual properties and industrial properties incorporated in the proprietary technologies that may exist around the world;

“Material Adverse Change” means any change that generally brings about material adverse impact on the financial situation, Business, or property, operating results, business prospects or assets of the Target Companies;

“China” means the People’s Republic of China and, for the purpose of this Agreement, does not including Hong Kong SAR, Macao SAR, and Taiwan;

“SFC" means Securities & Futures Commission of Hong Kong;

“ CSRC” means China Securities Regulatory Commission;

“Tax” means:

(i) any liability for tax of any form that is incurred or imposed at any time, whether in Hong Kong, China or any other place of the World and, without prejudice to the foregoing general principles, including profit tax, prepaid profit tax, salaries tax, property tax, capital tax, stamp tax, payroll tax, withholding tax, rate, tariff, VAT and blanket rate, customs duty, import tax, levy, or local levy, and any amount that shall be paid to the tax bureau, customs, or financial authorities of Hong Kong, China, or any other places of the world;

(ii) Any compensation, allowance, or offset that may be exempted according to tax regulations but which is deprived or deductions in the calculation of profit; and

(iii) All expenses, interests, penalties, charges or expenditures that shall be paid or borne by the Target Companies in connection with tax or any exemption, allowance or offset or in the calculation of the right to deduct from profit or tax;

“Warranty” means the representations, warranties and undertakings make by Transferors and the Guarantor with respect to the Target Companies and that are listed in Article 5 and Appendix 3;

“Warranty-related Claim” means any claim made by the Buyer for the breach by the Transferors and the Guarantor of any warranty;

“Conditions Precedent” mean the conditions precedent as listed in Article 3.1 hereof;

“Regulated Activities” shall have the meaning as given to such term in the Securities and Futures Ordinance of Hong Kong;

“%”: means percent;

“Property” means the property located at Rooms 3705-07, the Center, 99 Queen’s Road Central, Hong Kong;

“Licensed” has the meaning given to such term in the Securities and Futures Ordinance of Hong Kong;

“Licensee Corporation” has the meaning given to such term in the Securities and Futures Ordinance of Hong Kong and, for the purpose of this Agreement, refers to the Target Companies and the Licensed Corporations in connection with the Business;

“Disclosed” means that disclosure has been made in this Agreement (including appendixes and schedules) in a fair and reasonable manner;

“Tax Indemnity Agreement” means a tax indemnity agreement that shall be signed, sealed and delivered to the Buyer by the Transferors, the Guarantor, and the Target Companies on the date of transaction with respect to all tax liabilities of the Transferors and the Guarantor or the Target Companies on or before the date of transaction from which the Transferors and the Guarantor shall indemnify the Buyer and the Target Companies; the contents and format of such agreement are listed in Appendix 4;

“Salable Equities” mean (a) 17,850,000 ordinary shares (51%) that have been issued by iSTAR Futures and that are held by iSTAR Capital International and 17,150,000 ordinary shares (49%) that have been issued by iSTAR Futures and that are held by iSTAR Management; and (b) 6,000,000 ordinary shares that have been issued by iSTAR Wealth are 100% share capital issued by all Target Companies and are all beneficially held by the Transferors;

“New Employment Agreement” means the employment agreement that is newly signed by each Target Company and the management members of such Target Company on or before the date of transaction and whose terms and conditions shall obtain the prior written consent of the Buyer;

“Management of the Target Companies” means the management members of the Target Companies;

“Trading License” means the futures dealer certificate (certificate number: EP0353) issued by Hong Kong Futures Exchange Limited to the Target Companies and the clearing participating certificate (certificate number: CP0318) issued by HKFE Clearing Corporation Limited to the Target Companies.

“SFC License” means the license (Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong)) (CE number: ARP340) and the license (Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong)) (CE number: ASF056) that are issued by Securities and Futures Commission of Hong Kong to the Target Companies for corresponding part of the Business.

“License” means the trading license and SFC license.

1.2 In this Agreement:

(a) A reference to any legal term (concerning lawsuit, remedy, judicial proceeding, legal instrument, legal status, court, and official agency) or any legal concept or matter of Hong Kong Laws in this Agreement, when used in any other jurisdictions outside Hong Kong, shall be deemed to include the legal terms that are used in such jurisdiction and that are closest to the concept of the legal terms of Hong Kong;

(b) “Articles” and “sections” mean the articles and sections of this Agreement;

(d) “Paragraph” means a section mentioning such paragraph of a paragraph in an appendix;

(e) Any ordinance, regulation or other legal provisions (including listing rules) include such ordinance, regulation or other legal provisions (including listing rules) that are amended, consolidated or newly formulated, or the legal instruments, decrees or regulations formulated according to such ordinance, regulation or other legal provisions or according to such amended or newly formulated ordinance, regulation or other legal provisions;

(f) Words importing a gender includes the feminine gender, masculine gender and neutral gender; person includes company and vice versa in all events;

(g) If any date of payment or any day mentioned herein does not fall on a Business Day, such day shall be postponed to the following Business Day; and

(h) If permitted by the context, the “Buyer” “Transferor” and “Transferor & Guarantor” include the all Buyers, all Transferors, and all Transferors & Guarantors and their respective successors and approved transferees.

1.3 The headings and contents herein are for the convenience of reading only and shall not affect the interpretation of this Agreement.

1.4 Unless otherwise required by the context, in this Agreement, subsidiary shall have the meaning given to such term in the Company Ordinance of Hong Kong and holding company shall be construed correspondingly.

1.5 The definitions and names in Article 1 and the preface shall apply to this Agreement and the appendixes.

1.6 The appendixes shall constitute a part of this Agreement and shall have the same effect as if such appendixes were explicitly stated in the main body of this Agreement; a reference to this “Agreement” herein shall include the appendixes hereto.

1.7 All liabilities and obligations of all Transferors & Guarantor hereunder are jointly and severally assumed.

2. Salable Equities

2.1 Subject to the terms and conditions hereunder and subject to the satisfaction of the Conditions Precedent stated in Article 3.1, the Transferor, as the legal and beneficial owner of the Salable Equities, agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase and receive from the Transferor, the Salable Equities free of any lien, pledge and other Encumbrances, together with all existing rights and subsequent ancillary or additional rights to the Salable Equities from the signature date of this Agreement, including but not limited to all dividends announced, distributed or paid on the date of this Agreement or thereafter.

2.2 The total transfer price for the Salable Equities shall be the total calculated in the following manner:

(a) HK$ 8,000,000;

(b) Total net asset value of the Target Companies stated in the audited financial report up to February 28, 2015;

(Total net asset value stated in the financial report of the Target Companies up to March 31, 2015)--(total net asset value of the Target Companies stated in the audited financial report up to February 28, 2015)

Subject to the terms hereof, the Buyer and the seller shall pay and treat the total transfer price in the following manner:

(a) Within ten Business Days after this Agreement is signed, the Buyer shall deposit forty million Hong Kong Dollars ( HK $40, 000,000) (“Down Payment”) in a lump sum in the bank account designated by the Transferor; and

(b) Within ten Business Days after the date of transaction, the Down Payment shall serve as a part of the total transfer price and the Buyer shall pay the balance of the transfer price after deducting the Down Payment to the bank account designated by the Transferor.

(c) If any date of payment does not fall on a Business Day, the payment shall be postponed to the following Business Day.

2.3 The total transfer price for the Salable Equities shall be paid on the terms hereof in cash (including the payment in check or promissory notice, by TT or bank transfer, or by other means).

2.4 The Parties hereto agree that all Salable Equities hereunder must be transferred at the same time. If the transaction of all Salable Equities cannot be completed at the same time, the Buyer is not liable to complete the transaction.

2.5 Change of purchasing entity : if the Buyer fails to obtain the approval or consent of CSRC mentioned in Article 3.1(d) hereof on or before September 30, 2015, the Parties hereto agree that the Buyer has the right to have another purchasing entity (including but not limited to another independent third party) designated thereby replace the Buyer and become a contracting Party hereto to continue performing this Agreement and/or agreement documents on the Salable Equities and to inherit all rights and liabilities of the Buyer herein so as to cause all dealings under this Agreement and/or agreements on the Salable Equities to be successfully closed.

3. Conditions Precedent and Before-transaction Liabilities

3.1 The purchase by the Buyer of the Salable Equities shall be preconditioned on the satisfaction of all following conditions:

(a) The Buyer and the agents and professional advisers thereof are satisfied with the results of due diligence (“ Due Diligence ”) carried out in law, accounting, finance, business, operation or other aspects of the Target Companies as deemed important by the Buyer;

(b) The Buyer, under the assistance of the Transferors, the Transferors & the Guarantor, and Target Companies, apply to SFC, HKFE Clearing Corporation Limited, and/or other regulatory authorities for approving or agreeing to approve this Agreement and all dealing procedures, licenses, change of shareholders, and (if applicable) Directors or Licensed Corporations, and have obtained all necessary approvals and permits;

(c) The Buyer and the Transferors have obtained, according to all applicable laws and regulations, all necessary approvals and permits, n connection with this Agreement and the matters on the dealing contemplated herein;

(d) CSRC has granted approval or agreed to approve this Agreement and all dealings contemplated herein;

(e) The Buyer is satisfied that, at any time from the signature date of this Agreement to the date of transaction, all Warranties hereunder continue to remain true and correct, are free of any material misguiding, have not been breached, and have not undergone any Material Adverse Change resulting from any event or circumstance;

(f) The Buyer has not, from the signature date of this Agreement, discovered or become aware of any abnormal operation by the Target Companies, or any Material Adverse Change in the Business, situation (including assets, finance, and legal status), operation, performance or property of the Target Companies, or any undisclosed significant potential risks of the Target Companies.

(g) The Transferors cause all Target Companies to have signed, before the date of transaction, New Employment Agreement with their respective Management and the Management employees dispatched by the Buyer;

(h) (If applicable) The Transferors have obtained, for the Target Companies, the written consent, of the banks or financial institutions that have loan and/or mortgage and/or other contractual relationship with such Target Companies, to the change of the shareholders of the Target Companies to the shareholders of the Buyer, unless such change is not required in related to contractual relationship;

(i) (If applicable) The Transferors have released the Target Companies from all pledges, guarantees or Encumbrances of any other forms that are provided by any Target Company to any party as well as registration or enrollment in connection therewith.

(j) There is no circumstance that has resulted in, results in or may possibly result in the failure on the part of the Transferors to sell the Salable Equities or any part thereof.

(k) There is no event that has resulted in, results in, or may possibly result in any Material Adverse Change in the ability of the Target Companies, Transferors and the Guarantor to perform or abide by any obligation, undertaking or covenant under this Agreement;

(l) Except for the affiliated party transactions and balances carried out due to recurrent businesses, the Target Companies have stopped other affiliated party transactions and have paid off all related affiliated party balances; and

(m) (If applicable) The Transferors have caused the Target Companies to pay off or to be exempted from all loans lent by all Transferors and/or other affiliates as the lenders to the Target Companies.

3.2 The Buyer may waive, in writing, any Condition Precedent stated in Article 3.1 (with the exception of Articles 3.1 (b), (c), and (d)). If any Conditions Precedent stated in Article 3.1 cannot be satisfied or be waived or exempted by the Buyer on September 30, 2015 or a later date approved by the Parties in writing, this Agreement, with the exception of Article 3.2, Article 9, Article 11, Article 12 and Articles 16 through 19, shall lose effect and terminate on October 1, 2015, provided that this Agreement and any matter stated herein as well as the rights and obligations of the Parties hereto shall not conflict with the liabilities assumed by any Party to the other Party for breaching any provisions hereof before the termination of this Agreement. The Transferors and the Transferors & the Guarantor Warrant making their best reasonable efforts to cause the satisfaction, before the time specified in Article 3.1 (if applicable), of the conditions specified in such Article.

3.3 The Buyer and the agents and professional advisers thereof have the right to (but are not obligated to) carry out Due Diligent mentioned in Article 3.1(a); and the Transferors & the Guarantor undertake to reasonably provide assistance (and undertake to cause the assistance to be reasonably provided) to the Buyer and the agents and professional advisers thereof in such investigation and verification.

4. Transaction

4.1 The transaction shall be carried out at the four o’clock on the afternoon of the fifth (5 ^th ) Business Day (Hong Kong time) after all Conditions Precedent in Article 3.1 have been satisfied or exempted (or on a later date or at a later time determined by the Parties in writing) (“Date of Transaction”) in the office of the Buyer’s attorney. At the time of the transaction, all (nor some) of the following Businesses shall be handled:

(a) If the Buyer complies with Article 4.1 (d), the Transferors shall deliver or cause to be delivered to the Buyer:

(i) instrument of transfer and voucher of sale or other similar documents that are officially signed by the Transferors (or the Transferors cause a third party or its nominee to be officially sign the same, if applicable) in favor of the Buyer or the nominee designated thereby with regard to the Salable Equities so as to grant valid, legal and beneficial ownership of the Salable Equities to the Buyer or the nominee designated thereby so that the Buyer or such nominee will become a registered shareholder of the Salable Equities;

(ii) Original stocks of the Salable Equities;

(iii) Tax Indemnity Agreement that is properly signed, sealed and delivered by the Transferors and Target Companies;

(iv) Verified copy of the New Employment Agreement that is signed by the Management of each Target Company (including one non-executive Director assigned by the Buyer to each Target Company and a financial manager) and the Target Company and that has been certified by any Director;

(v) Verified copy of Certificate of Good Standing and Certificate of Incumbency of the Transferors;

(vi) (If applicable) Written proof on the release of the Target Companies from any pledge, guarantee or Encumbrance of any other forms provided by the Target Companies to any party and from related registration or enrollment;

(vii) (If applicable) Written consent, of all banks or financial institutions that have loan and/or mortgage and/or other contractual relationship with any Target Company, to the change of the shareholders of the Target Company to the shareholders of the Buyer;

(viii) (If applicable) Verified copy of any power of attorney or other letters of authorization on the basis of which the instrument of transfer and the voucher of sale or other similar documents on the Salable Equities are signed;

(ix) Corporate organization documents, original articles of association, all registers of shareholders, registers of Directors, and registers of pledges of each Target Company, and originals of all documents and statutory records of the Target Companies, corporate seal and corporate steel seal of the Target Companies, all Trading Licenses, SFC Licenses and originals of communication documents with related issuing authorities of the foregoing Licenses, all attachments to letters issued by SFC to any Target Company, and all attachments to letters sent by such Target Company to SFC, and Business contracts for operating the Business, and customer archives;

(x) Financial data of each Target Company, original of financial report of each fiscal year (December 31) audited by an accountant, monthly bank statements, bank passbooks (if any) and originals or verified copies of letters and documents sent by banks to the Target Companies or sent by the Target Companies to the banks;

(xi) Deliver, to the Buyer, the verified copy proving the meeting record of the board meeting mentioned in Article 4.1(b).

(xii) Deliver, to the Buyer, the verified copy proving the meeting record of the board meeting mentioned in Article 4.1(c).

(b) The transfers hold a board meeting, at which,

(i) The transfer of Salable Equities to the Buyer is approved;

(ii) This Agreement, Tax Indemnity Agreement and all contemplated matters are approved;

(iii) The signature, (if applicable) sealing, and delivery by the representatives of the Transferors of this Agreement, Tax Indemnity Agreement and other dealing-related documents are approved; and

(iv) other matters reasonably required by the Buyer before the Date of Transaction are dealt with and decided on so as to cause this Agreement and the dealing hereunder to take effect.

(i) The transfer of the Salable Equities by the transfers to the Buyer or a nominee designated thereby and the registration of such transfer are approved;

(ii) The issuance of new stocks with respect to the Salable Equities and the registration of shareholders in the name of the Buyer or the nominee designated thereby are approved;

(iii) The signature, (if applicable) sealing, and delivery by the representatives of the Target Companies of Tax Indemnity Agreement and all related matters contemplated therein are approved;

(iv) The appointment, pursuant to the requirement of the Buyer, of the Directors and/or corporate secretary designated by the Buyer and acceptance of the resignation application of the Directors and/or corporate secretary designated by the Buyer are approved;

(v) The list of persons that are authorized to operate the bank accounts and to change all existing bank accounts (if any) of the Target Companies pursuant to the requirements of the Buyer and specimen signatures are approved;

(vi) Other related matters are dealt with pursuant to reasonable requirements made by the Buyer before the Date of Transaction so as to perform all terms and liabilities in this Agreement and in the documents signed under this dealing.

The Buyer must provide all necessary materials at least two Business Days before the Date of Transaction so as to adopt the foregoing resolutions.

(d) Subject to the compliance with Articles 4.1 (a), (b) and (c) by the Transferors, the Buyer shall deliver verified copies of approval documents issued by competent review body to the Buyer; related resolutions shall concern the approval of the form and contents of this Agreement and Tax Indemnity Agreement as well as related documents under this Agreement, Tax Indemnity Agreement and this dealing and shall prove the power of the authorized representative to sign, (if applicable) seal, and deliver this Agreement and Tax Indemnity Agreement on behalf of the Buyer.

4.2 The Transferors and the Guarantor agree to assist in signing any document so as to confirm and ensure that the Buyer or other purchaser becomes the legal owner and beneficial owner of 100% equities of the Target Companies on the Date of Transaction.

5. Representations and Warranties

5.1 Apart from any other representations or warranties made by the Transferors and the Guarantor hereunder, the Transferors and the Guarantor represent and Warrant to the Buyer that all representations and warranties listed in Appendix 3 hereto are true, accurate, complete and non-misleading on the date of this Agreement, at the time of transaction, and at all times before the transaction.

5.2 Unless explicitly listed, breaches of contract shall not be restricted by the contents of any other paragraphs and subparagraphs of Appendix 3 or any contents of this Agreement.

5.3 Any investigation conducted by the Buyer or its agents does not affect its claim or reduces the amount of compensation it is entitled to and the Transferors and the Guarantor shall not defend on the ground that the Buyer should have known or should have had the knowledge of circumstances resulting in claims.

5.4 The Transferors and the Guarantor shall not take the fact, as a defense against the claim made by the Buyer hereunder, that the Transferors and the Guarantor rely on the information furnished thereto by any Target Company or by any of their respective representatives.

5.5 The Transferors and the Guarantor may not, before the Date of Transaction, conduct, permit or carry out any act that may constitute a material breach or permit the Transferors or any Target Company to commit any act that may constitute material breach or non-performance of liability; if the foregoing act will reduce the accuracy of any Warranty or lead to any misunderstanding thereof at the time of occurrence or on the Date of Transaction, the Transferors and the Guarantor hereby warrant that they will, after becoming aware of the same, disclose to the Buyer in writing any fact that occurs before the Date of Transaction, that constitutes or may result in breach, or that is inconsistent with any Warranty or may reduce the accuracy of the Warranty, or lead to the misunderstanding thereof and the fact that, at that time, constitutes a breach, or is inconsistent with any Warranty, or may reduce the accuracy of the Warranty, or leads to the misunderstanding thereof.

5.6 If the Warranties include such presentations as “to the knowledge of the Transferors and the Guarantor", “to the best knowledge, information or views of the Transferors and the Guarantor” and “to the best knowledge and belief of the Transferors”, such Warranties shall be deemed to be made by the Transferors and the Guarantor according to its best knowledge, information and views after getting a reasonable and necessary knowledge and to have reasonably ensured the authenticity and accuracy of all Warranties.

5.7 Unless otherwise explicitly listed herein, when any Party herein is unable to fulfill material obligations (including the obligations at the time of transaction) herein before the Date of Transaction or materially breaches the Warranty clause, without prejudice to other rights (including but not limited to the right to damages), the non-breaching Party may give a notice, requiring the breaching party to perform the obligations or to compensate, to the feasible extent, for losses caused by such breach, or may assert that the breaching Party refuses to perform this Agreement and thus rescind this Agreement. The rights conferred in this Article to the Parties are additional and shall not affect all other rights of the Parties. The failure to exercise the rights conferred in this Article does not constitute the waiver of such rights.

5.8 The Transferors and the Guarantor sign an indemnity agreement with the Buyer, whereby he Transferors and the Guarantor shall offer full indemnify for the losses and liabilities suffered by the Buyer due to any breach by the Transferors and the Guarantor of the Warranty clause or breach of contract, and for the asset wear and tear, allowance loss, offset and loss suffered by the Target Companies due to correction of the breach of the Warranty clause or breach of the contract by the Transferors and the Guarantor, together with the expenses, penalties and expenditures incurred by such breach of the Warranty clause or breach of contract. If the Transferors fraudulently breach the Warranty clause or the contract, there is no upper limit on the total indemnity amount given by the Transferors and the Guarantor to the Buyer, while, if the Transferors breach the Warranty clause or the contract but do not have the fraudulent intention and/or act, the upper limit of the total indemnity amount given by the Transferors and the guarantee to the Buyer shall be the purchase price.

5.9 The Buyer signs this Agreement on the basis of the Warranty clause and other clauses hereof; if the Warranty clause and other clauses hereof (including but not limited to the indemnity clause) have not been fully performed after the Date of Transaction, related clauses shall remain effective after the Date of Transaction until the date permitted by law to the largest extent.

5.10 For the avoidance of dispute, the Parties hereto agree that, if any condition arises, at any time during the period from the date on which this Agreement is signed and takes effect to the Date of Transaction, under which the purchase price shall be returned while the Buyer does not know the appearance of such condition before paying any part of the purchase price and thus is unable, for any reason, to terminate this Agreement and/or take back any part of the purchase price that the Buyer has paid to the Transferors, that the Transferors and the Guarantor will be deemed to have seriously breached related Warranties and must pay the Buyer liquidated damages equal to the purchase price paid by the Buyer to the Transferors; the Parties hereto agree that the liquidated damages in this Article 5.9 are not the compensation in the penalty clause. All rights of the Buyer related to this Article 5.9 shall remain effective until the date permitted by law to the largest extent.

6. Acts between the Signature Date of the Agreement to the Date of Transaction

6.1 Without the prior written consent of the Buyer or unless otherwise provided herein, the Transferors and the Guarantor undertake and warrant that the Target Companies may not commit the following acts during the period from the signature date of this Agreement to the Date of Transaction:

(a) Issuing or agreeing to issue any capital stock or loan capital with an amount exceeding HK$500,000 or granting or agreeing to grant any option involving shares or loan capital or the right to purchase or subscribe any share or loan capital;

(b) Concluding any dealing agreement or contract, trading, or business beyond the general normal business or with an amount exceeding HK$500,000, purchasing or selling any rights and interests in any assets, or increasing or assuming any capital commitment or expenditure, or actual or contingent liability in any form;

(c) Except for general normal business, establishing or permitting any hypothecation, pledge (fixed or floating), lien, mortgage, or mortgage or Encumbrance in other forms, or rights and interests of any nature (whether similar to the foregoing or not), or establishing or creating lien on any part of its business, property or assets of the Target Companies, except for the lien that is created according to law or by its normal business operation and that involves a small amount;

(d) Unless required by general operation, borrowing any borrowing or loan exceeding HK$1,000,000;

(e) Beyond the routine business process, making any advance payment, or giving other credit or any guarantee or indemnity warranty to any person, or serving as a Guarantor to any person, or guaranteeing the liability or obligation of any person, or accepting any direct or indirect liability, with an amount of guarantee exceeding HK$1,000,000;

(f) Changing the provisions of any financing/loan document or mortgage arrangement that has material adverse impact on the overall Target Companies;

(g) Breaching the liabilities and obligations (including payment liabilities) under all agreements and contracts concluded thereby and all liabilities in connection therewith;

(h) Notifying the Buyer at the earliest time possible when the Target Companies have any circumstance or event (including Taxes) that may result in any significant claim or liability (whether at the present or in the future, actual or contingent, joint or several);

(i) Amending the outline of association and/or articles of association of the Target Companies, while such amendment constitutes material adverse impact on the rights and interests of the Buyer;

(j) Except for the Management employees assigned by the Buyer in Article 7.1 hereof, appointing new Directors, employing any new employees, and concluding any service agreement with the Directors or senior executives of the Target Companies, while the annual salary of such employees, Directors or senior executives exceed HK$1,000,000;

(k) Instituting, reaching an agreement on, resolving, exempting, rescinding, or settling, any civil proceeding, criminal proceeding, arbitration or other legal proceedings, or any liability, claim, lawsuit, request, or dispute, or waiving any right in connection with any of the foregoing (except for the lawsuit against the Buyer with respect to this Agreement);

(l) Terminating any agreement or waiving any right therein, which causes Material Adverse Change in the Target Companies;

(m) Terminating, or permitting the cancellation of, any presently effective insurance policy related to the significant assets of the Target Companies;

(n) Concluding any partnership or joint venture arrangement with an investment amount exceeding HK$1,000,000;

(o) Liquidating the Target Companies in any form;

(p) Taking any actions contravening the provisions of this Agreement or hindering the transaction;

(q) Announcing distraction of any dividend or other fund allocation arrangement to the shareholders of the Target Companies; or

(r) Taking any actions that may possibly affect the continued validity of all approvals, consents and Licenses necessary to the continuous operation of the Business by the Target Companies.

6.2 The Transferors and the Guarantor undertake to cause the Target Companies to report, from April 1, 2015, its routine operation to the Management employees appointed by the Buyer and to obtain the approval of such Management employees of the Buyer for any expenditure, dealing, or arrangement exceeding HK$500,000. The Transferors and the Guarantor undertake to cause the Target Companies to deal with the employee matters pursuant to Article 7.2 hereof and to assist the Management employees appointed by the Buyer in the routine operation of the Target Companies.

7. Further Stipulations and Other Warranties

7.1 Within 10 Business Days after signing this Agreement, the Transferors and the Guarantor shall cause the board of each Target Company to nominate three to four Management employees appointed by the Buyer, one of whom shall serve as the non-executive Director and one of whom shall serve as the financial executive of each Target Company, to respectively sign a New Employment Agreement with such Management employees before the Date of Transaction, and (if required) to assist in applying to SFC for change of personnel.

7.2 Before the Date of Transaction, the Transferors and the Guarantor undertake to make reasonable efforts to maintain good business relations as usual (under the precondition of following the past business practice) with employees and cooperators with respect to the Target Companies and the Business thereof and warrant, up to the Date of Transaction, maintaining responsible officers and representatives of a number not less that that required by SFC for each Business of the Target Companies and ensure the normal operation of business.

7.3 If reasonably required by the Buyer, the Transferors and the Guarantor will efficiently implement these documents and implement further stipulations and will grant all legal and beneficial ownership and future rights (in the case of the Salable Equities, including the right to collect the profit and distribution announced, distributed or paid on or after the Date of Transaction) of the Salable Equities (free of any Encumbrance) to the Buyer.

7.4 The Buyer and the Seller agree that the Buyer will, as of April 1, 2015, assume the profit and loss of the Target Companies and the shall be responsible for the operation of Target Companies according to routine process and regulations; however, if this Agreement is signed on or after April 1, 2015, the Buyer will take responsibility for the business profit and loss of the Target Companies after signing this Agreement.

7.5 Except for the guarantee and undertakings hereunder, all guarantee liabilities (whether corporate guarantee or individual guarantee) of the Transferors and the Guarantor for the Target Companies and the guarantee liabilities (whether corporate guarantee or individual guarantee) concluded or made to any bank or financial institution shall be discharged within a reasonable period after the transaction. The Buyer confirms that, after the completion of the purchase of the Salable Equities on the Date of Transaction, it shall negotiate with the banks on the bank financing of Target Companies and that the Transferors assume no liability for whether the bank financing can be extended or not after the Date of Transaction.

7.6 The Transferors and the Guarantor undertake not to negotiate or conclude any contract or agreement with a third party or to make any undertakings in favor of a third party before the Date of Transaction so as to:

(a) sell, transfer, dispose of, or trade, Salable Equities, or any part thereof;
(b) grant any right of negotiation to any person (whether exclusive right or non-exclusive right) for the purpose of or in connection with selling, transferring, disposing of, or trading, Salable Equities, or any part thereof; or

7.7 The Transferors and the Guarantor further undertake, if the dealing fails to be concluded pursuant to the provisions hereof or loses effect and terminates according to Article 3 hereof, they agree to return the Down Payment and the fund (if any) put in the Target Companies by the Buyer as of April 1, 2015 (or the date on which the Buyer assumes the profit and loss of the Target Companies) to the Buyer within 14 days after this Agreement loses effect and terminates. The Buyer shall issue an evidentiary document on the invested fund.

7.8 The Parties become aware that, SFC issued on January 2, 2015 a letter to iSTAR Futures (“Inquiry of SFC”), considering whether to exercise the Securities and Futures Ordinance (Chapter 571 of Hong Kong Law) and requiring iSTAR Futures to submit a series of documents (including but not limited to the records and documents on client fund flow and on third party’s funds in the client accounts during the period from January 1, 2014 to July 31, 2014) and records; inquiring whether iSTAR Futures, Wu Biwei, Huang Songbo, and/or other related persons have committed improper act and/or are improper and inappropriate persons. The Transferors have confirmed that iSTAR Futures replied to SFC on January 16, 2015. Now therefore, the Transferors and the Guarantor agree to make the following undertakings and guarantees to the Buyer:

(a) The Transferors and the Guarantor confirm that, except for the Inquiry of SFC, the SFC or other regulatory authorities have not issued any other inquiry or enquiry, suspecting the Target Companies or the representatives or the responsible officers thereof contravene related law or regulation;

(b) The Transferors and the Guarantor further undertake and guarantee that, if the act of any of the Transferors, Target Companies or the representatives or responsible officers thereof contravenes related laws or regulations at any time before the Date of Transaction and thus results in any loss, penalty, expenditure (including but not limited to the expenses on engagement of attorneys, accountants and other professional teams and other expenditures) of the Target Companies, and or revocation of any License related to the Business, such penalties, expenditures and losses shall be assumed and borne by the Transferors and the Guarantor.

7.9 The Parties know that, for the present Property leased for the office work of the Target Companies, the affiliate, as the lessee, signed a lease contract (“Lease Contract”) with the Property owner, and that the Property is jointly occupied and used by the Target Companies and a third party company not involved in the present transfer. Accordingly, the Parties agree that, as of April 1, 2015 (inclusive), the Buyer shall bear 65% of the expenses of the Lease Contract and the Transferors bear 35%of such expenses until the Lease Contract expires or the Parties reach a new agreement. The Parties understand that such proportion applies likewise to the air-conditioning fee and electricity charge incurred in business activities to the Target Companies and expenses incurred to the Target Companies in the lease.

8. Information

Subject to Article 11 hereof, if reasonably required by the Buyer, the Transferors and the Guarantor will, under the condition of not contravening other provisions of this Agreement, ensure that the Buyer and the agents and professional advisers thereof have access to the business, assets, liabilities, contracts, certificates & licenses, events and other related information (if any) required in such inquiry, and related information on documents of title and other certificates of ownership.

9. Guarantee

9.1 In view that the Buyer agrees to sign this Agreement, the Guarantor, in the form of an agreement, hereby warrants and undertakes as an undertaker instead of only as a warrantor:

(a) To irrevocably and unconditionally warrant that the Transferors appropriately and accurately implement all and multiple obligations mentioned herein and related documents thereof and to bear all losses and expenses of the Buyer (whether this Agreement is cancelled or terminated or not) arising from the breach or non-performance of this Agreement and other related documents due to reasons not attributable to the gross negligence, breach or non-performance of this Agreement by the Buyer; and

(b) To make reasonable compensation for any action, requirement, claim, loss, debt and various reasonable expenses (including all penalties, interests, reasonable legal fees and other expenses and any related Taxes) that the Buyer shall bear and that arise from the fault or fraud of the Transferors, or failure on the part of the Transferors to perform the obligations or to Not appropriately pay any loss and payable in full and on time;

9.2 Under the following circumstances, the liabilities of the Guarantor shall not be prejudiced, affected or exempted:

(a) Any arrangement made by and between the Buyer and the Transferors;

(b) Grace granted to the Transferors or other persons in time or in other aspects;

(d) Invalidity, illegality or unenforceability of any provisions hereof or any obligations or liability of the Transferors hereunder;

(e) Any waiver, exercise, or negligence in exercising, or update or rescission of rights of the Transferors or other persons as involved in the Agreement, or compromise, arrangement or reconciliation of any Party; or

(f) Bankruptcy, insolvency, liquidation, dissolution, consolidation, restructuring of the Transferors or other Parties hereunder, inability and ability-losing of the appointed liquidator of the Transferors or other Parties hereunder, or any change in the organization, status or authority of the Transferors or other Parties hereunder.

9.3 The guarantee under Article 9.1 is continuous and remains valid until the date permitted by law to the largest extent.

9.4 The guarantee under Article 9.1 is supplementary to any rights or mortgages held by the Buyer at the present or in the future for causing the performance and abidance by the guarantee obligations, provided that such guarantee will not prejudice or replace such rights or mortgages.

9.5 Any payment under the guarantee in Article 9.1 shall be paid in full and shall not undergo any deduction or withholding (whether resulting from offset, counterclaim, revenue, expense, Tax or other reasons or not).

9.6 The Buyer shall have the right to require at any time the Guarantor to perform its guarantee under Article 9.1 without first filing a lawsuit against the Transferors with respect to this Agreement.

10. Non-Competition Undertakings

10.1 In view that the Buyer agrees to sign this Agreement, the Transferors and the Guarantor agree to hereby irrevocably and unconditionally warrant and undertake, in the form of an agreement, that, within one year from the Date of Transaction, the companies directly or indirectly held, managed or controlled thereby or the subsidiary companies thereof will not directly or indirectly, separately or jointly in any form or in any capacity on behalf of any person, firm or company in Hong Kong:

(a) operate or engage in any or all the Business or any part thereof, or directly or indirectly be involved in or participate in the operation of such Business, or have stake or interest in the operation of such Business;

(b) not solicit or recruit, or attempt to solicit or recruit, any employees of the Target Companies, whether such employee breaches the contract with the Target Companies or not due to resignation;

(c) not solicit or entice, or attempt to solicit or entire, the Business brought about by any person, firm company or organization that has been a customer of the Target Companies on or before the Date of Transaction, or that is a certain prospective customer of the Target Companies; and

(d) not use, or disclose or divulge to any person, any information of the Target Companies and the customers thereof.

10.2 Though the Parties hereto all agree that the restrictions under Article 10.1 are reasonable under all circumstances, they admit that the restrictions of such nature may lose effect due to technicality; therefore, the Parties agree and announce that: where any of the restrictions mentioned above is ruled to be invalid due to exceeding the range reasonably required for safeguarding the rights and interests of buyer in all events, if deleting some words or shortening such period or narrowing down the scope of business activities or territory involved therein will render such restrictions valid, the foregoing restrictions shall undergo the amendment necessary to make such restrictions valid and then apply.

11. Indemnity Warranty

11.1 All Transferors and the Guarantor jointly and severally agree and undertake to give indemnity warranty to the Buyer and the Target Companies that they will indemnify and hold fully harmless, from the Date of Transaction to the date permitted by law to the largest extent, the Buyer and Target Companies from all losses, expenditures, expenses or liabilities arising from any or all other liabilities or potential liabilities of the Target Companies on or before the Date of Transaction that are known to all Transferors and the Guarantor and that have not been disclosed to the Buyer, except the liabilities Disclosed or the liabilities or potential liabilities that are not known to the Transferors and the Guarantor; there is no upper limit on the total indemnify amount given by the Transferor and the Guarantor to the Buyer.

11.2 All Transferors and the Guarantor jointly and severally agree and undertake to give indemnity Warranty to the Buyer and the Target Companies that they will indemnify and hold harmless, from the Date of Transaction to the date permitted by law to the largest extent, the Buyer and Target Companies from all losses, expenditures, expenses or liabilities arising from any or all liabilities or potential liabilities, of the Target Companies on or before the Date of Transaction, that have been disclosed or that are not known to the Transferors and the Guarantor. If the foregoing liabilities arise from the act and/or omission and/or breach of any Warranty by (a) the Transferors and/or any person related thereto and/or (b) Target Companies, the Directors, Licensed Corporations, employees, agents, representatives and professional advisers thereof, there is no upper limit on the total indemnify amount given by the Transferor and the Guarantor to the Buyer; however, if the responsibilities do not arise from the act and/or omission and/or breach of any Warranty by (a) the Transferors and/or any person related thereto and/or (b) Target Companies, the Directors, Licensed Corporations, employees, agents, representatives and professional advisers thereof, the upper limit on the total indemnity amount given by the Transferors and the Guarantor to the Buyer shall be the purchase price.

11.3 All Transferors and the Guarantor jointly and severally agree and undertake to give indemnity Warranty to the Buyer and the Target Companies that they will indemnify and hold harmless, from the Date of Transaction to the date permitted by law to the largest extent, the Buyer and Target Companies from all losses, expenditures, expenses or liabilities arising from any or all liabilities or potential liabilities of the Target Companies that are caused by a dispute or lawsuit and potential dispute or lawsuit with the employees thereof, or clients or customers of business thereof (including but not limited to the Business), or parties that have business relations therewith on or before the Date of Transaction. If the foregoing liabilities arise from the act and/or omission and/or breach of any Warranty by (a) the Transferors and/or any person related thereto and/or (b) Target Companies, the Directors, Licensed Corporations, employees, agents, representatives and professional advisers thereof, there is no upper limit on the total indemnify amount given by the Transferor and the Guarantor to the Buyer; however, if the responsibilities do not arise from the act and/or omission and/or breach of any Warranty by (a) the Transferors and/or any person related thereto and/or (b) Target Companies, the Directors, Licensed Corporations, employees, agents, representatives and the professional advisers thereof, the upper limit on the total indemnity amount given by the Transferors and the Guarantor to the Buyer shall be the purchase price.

11.4 All Transferors and the Guarantor jointly and severally agree and undertake to give indemnity Warranty to the Buyer and the Target Companies that they will indemnify and hold harmless, from the Date of Transaction to the date permitted by law to the largest extent, the Buyer and Target Companies from all losses, expenditures, expenses or liabilities arising from any or all liabilities or potential liabilities of the Target Companies on or before the Date of Transaction that are caused due to violation of any laws and regulations of Hong Kong or any other applicable jurisdiction (including but not limited to the violation of the Company Ordinance of Hong Kong by reason of previous failure on the part of the Target Companies to submit/put on file the annual returns on time), the regulations or codes of SFC, or the regulations or codes on Trading Licenses. If the foregoing liabilities arise from the act and/or omission and/or breach of any Warranty by (a) the Transferors and/or any person related thereto and/or (b) Target Companies, the Directors, Licensed Corporations, employees, agents, representatives and professional advisers thereof, there is no upper limit on the total indemnify amount given by the Transferor and the Guarantor to the Buyer; however, if the responsibilities do not arise from the act and/or omission and/or breach of any Warranty by (a) the Transferors and/or any person related thereto and/or (b) Target Companies, the Directors, Licensed Corporations, employees, agents, representatives and professional advisers thereof, the upper limit on the total indemnity amount given by the Transferors and the Guarantor to the Buyer shall be the purchase price.

12. Confidentiality

12.1 Except for disclosure made according to Article 12.2, any Party shall maintain strict confidentiality of information received or obtained thereby due to the conclusion or performance of this Agreement, including:

(a) The contents and provisions of this Agreement and other agreements, contracts and matters hereunder;

(b) Negotiation of this Agreement; and

12.2 Any Party may disclose confidential information under the following circumstances:

(a) according to the requirement of any government law;

(b) according to the requirement of any stock exchange or regulatory agency or government agency;

(c) with the written consent of the other Parties hereto, who have not withheld or delayed the written approval without justifiable reasons;

(d) the information has become public not due to the fault of any Party; or

(e) The information is disclosed to the professional advisers, auditors and investment advisers of the Parties hereto so as to obtain professional opinions on this Agreement.

12.3 After the termination of this Agreement, the restrictions included in Article 12 shall still apply without limitation of time.

13. Partial Invalidity

13.1 If any provisions hereof becomes illegal, invalid or unenforceable at any time in any aspect, the legality, validity, and enforceability of the remaining parts hereof shall not be thus affected or damaged.

13.2 If any provisions hereof becomes illegal or unenforceable in a jurisdiction, such illegality or unenforceability shall not affect the legality or enforceability thereof in another jurisdiction.

14. Transfer

This Agreement shall still binding (as the case may be) on the successors, transferees, and personal representatives of all Parties, provided that the rights of the Parties as provided herein may not be transferred, unless otherwise explicitly prescribed.

15. Subsequent Effect of the Agreement

Subject to the clauses hereof, the provisions of this Agreement, including Warranties, that have not been fully performed at the time of transaction shall remain effective after the transaction.

16. General Terms and Conditions

16.1 On the condition of abiding by the terms and conditions hereof, each contracting Party shall bear its own legal fees, accounting fees and other expenses and expenditures incurred in the negotiation on the dealing of Salable Equities contemplated herein, on the signature of this Agreement, and on the implementation of the dealing contemplated herein. After the termination of this Agreement, this Article shall still apply.

16.2 This Agreement includes an entire agreement reached by the Parties hereto with respect to the subject matter hereof and supersedes all agreements, memoranda of understanding, arrangements, representations, warranties or dealings concluded previously by the Parties hereto with respect to such subject matter; the Parties hereto confirm that they will not make any claim for any superseded agreement.

16.3 All stamp duties arising from the dealing of the Salable Equities shall be equally borne by the Buyer and the Transferors.

16.2 Any amendment to this Agreement shall not be binding unless recorded in the documents signed by the Parties hereto.

16.3 The failure or delay on the part of any contracting Party to exercise any of its rights hereunder shall not deemas a waiver of such rights; any single or partial exercise of any rights hereunder does not preclude any other or further exercise of such rights, or the exercise of any rights, or damage or affect any other rights. The rights and remedies provided in this Agreement are accumulative and do not preclude any rights or remedies provided in laws.

16.4 Any date or period mentioned in this Agreement and any other dates or periods replacing such date or period upon the approval of the Parties hereto or by other means are critical and necessary.

17. Notice

17.1 Any notice, requirement, legal instrument, document or other communications (collectively referred to as “ Communications ” in this Article 17) given pursuant to this Agreement shall be written in English or Chinese, shall be made in writing, may be sent personally or by mail or be transmitted to the fax number (if any) of related Parties, and shall indicate the recipient and/or other persons specified in Article 17.4 to whom the Communications shall be copied.

17.2 If the Party to whom the Communications shall be sent or copied according to this Agreement needs to change its address or fax number, it shall send a written notice to all other Parties pursuant to the provisions of Article 17 and indicate in such notice that such change is made for the purpose of this Agreement; such change shall not take effect unless and until five days after such notice is sent.

17.3 All Communications shall be given in the following manner and shall be deemed received by the recipient of such Communications at the time indicated beside related mode of sending:

Mode of sending	deemed time of receipt
Local mailing or courier service	24 hours
Fax	at the time of transmission
Air courier/express mail	3 days
Air mail	5 days

17.4 The initial address and fax number, recipient and cc recipient of the Communications to the Parties are as follows:

To the Transferors:

Address: Rooms 3705-07, the Center, 99 Queen’s Road Central, Hong Kong

Fax number: +852 3900 1705

Recipient: Mr. Tang Zhenyu

To the Buyer:

Address: 37F, Tower A, Poly Plaza, No. 99 of Zhongnan Road, Wuchang District, Wuhan

Fax number: 027-87618863 (Wuhan)

Recipient: Mr. Wu Jiangang

To the Guarantor:

Address: Rooms 3705-07, the Center, 99 Queen’s Road Central, Hong Kong

Fax number: +852 3900 1705

Recipient: Mr. Tang Zhenyu

17.5 The Communications delivered pursuant to Article 17 shall be deemed effectively given. If the Communications are delivered to the address of the recipient or the address has been correctly written on the envelope containing such Communications and the Communications are mailed or sent to the address of the Recipient or transmitted to the recipient appropriately by fax, such Communications shall be deemed given and/or received. If the Communications are sent by fax, they shall be deemed appropriately given after the successful transmission report printed by the fax machine is received.

17.6 Any provision of this Article does not preclude the delivery of Communications by other means permitted by law or proof of such delivery.

18. Copies and Legal Language

18.1 This Agreement may be signed in any number of copies or separate copies. Each copy so signed shall be deemed as an original, provided that all copies shall constitute the same document and be binding on all Parties.

18.2 This Agreement is written in Chinese.

19. Governing Law, Jurisdiction and Receiving Agent of Legal Instruments

19.1 This Agreement shall be governed by and interpreted in accordance with the laws of Hong Kong. The Parties hereby irrevocably agree that court of Hong Kong serves as the non-exclusive tribunal. The contracting Parties hereby irrevocably agree to waive any objection to any court or place of litigation involved in this Article that they may raise at any time or any objection to claims made in lawsuits filed before other courts.

19.2 The Transferors and the Guarantor hereby irrevocably designate Mr. Tang Zhenyu (address: Rooms 3705-07, the Center, 99 Queen’s Road Central, Hong Kong, telephone: 852-3900 1701, fax: 852 3900 1705) as their agent (“ Transferors’ Agent ”) to receive and confirm any writ, subpoena, order, judgment or other legal proceeding notice (collectively referred to a the “ Legal Notice ”) in Hong Kong on behalf of the Transferors. The personal delivery of the writ and/or any other related documents to the Transferors’ Agent or sending of such writ and/or other documents to the foregoing address or known new address by registered mail, such writ and/or other documents shall be deemed effectively served on the second Business Day after they are mailed; if there is a mail box at the foregoing address or the known new address, the putting of such writ and/or other documents into such mail box (whether sent to the Transferors or not or received by the Transferors or not) shall be deemed that such writ and/or other documents have been effectively given. If the Transferors’ Agent is unable to continue serving as the agent of such Transferors for any reason, the Transferors shall appoint another agent in Hong Kong for the same purpose and shall notify the other contracting Parties hereto in writing of such appointment pursuant to Article 17. According to Article 17, unless and until the notice on the appointment of the new agent is deemed to have been received by other contracting Parties hereto, any Legal Notice shall be deemed to have been appropriately given to the Transferors under law if it is appropriately sent to the Transferors’ Agent.

19.3 The Buyer hereby irrevocably designates Stevenson, Wong & Co. (address: 4/F, 5/F & 1602 Central Tower, 28 Queen’s Road Central, Hong Kong, telephone: 852-2526 6311, Fax: 852-2845 0638) as its agent (“Buyer’s Agent”) to receive and confirm any Legal Notice in Hong Kong on behalf of the Buyer. The personal delivery of the writ and/or any other related documents to the Buyer’ Agent or sending of such writ and/or other documents to the foregoing address or known new address by registered mail, such writ and/or other documents shall be deemed effectively served on the second Business Day after they are mailed; if there is a mail box at the foregoing address or the known new address, the putting of such writ and/or other documents into such mail box (whether sent to the Buyer or not or received by the Buyer or not) shall be deemed that such writ and/or other documents have been effectively give. If the Buyer’s Agent is unable to continue serving as the agent of such Buyer for any reason, the Buyer shall appoint another agent in Hong Kong for the same purpose and shall notify the other contracting Parties hereto in writing of such appointment pursuant to Article 17. According to Article 17, unless and until the notice on the appointment of the new agent is deemed to have been received by other contracting Parties hereto, any Legal Notice shall be deemed to have been appropriately given to the Buyer under law if it is appropriately sent to the Buyer’ Agent.

19.4 The provisions of Article 17, after necessary amendment, shall apply to any Communication between the receiving agents of the legal instruments as designated by the contracting Parties in Article 19 or between the successors’ agents.

[The remainder of this page is intentionally left blank]

In witness whereof, this Agreement is signed on the date stated on the first page.

Signed by

Wang Jun

For and on behalf of iSTAR Capital International Co. Limited

Witness: Zhang Na

Signed by

Wang Jun

For and on behalf of iSTAR Management Limited

Witness: Zhang Na

Signed by

Wu Jiangang

For and on behalf of Tianfeng Securities Co., Ltd.

Witness:

Signed by

Wang Jun

For and on behalf of Beijing Fuhua Innovation & Technology Development Co., Ltd.

Witness: Zhang Na

Appendix 3

Representations and Warranties

1. Transferors and the Guarantor, Target Companies, and Salable Equities

1.1 The Transferors and the Guarantor have sufficient power to sign this Agreement, exercise their rights hereunder, and fulfill their obligations hereunder; in addition, once this Agreement is signed, the provisions of this Agreement shall be legal, effective and binding on the Transferors and the Guarantor.

1.2 On the Date of Transaction, the Salable Equities account for 100% of the shares issued by each Target Company.

1.3 On the Date of Transaction, the Salable Equities are beneficially owned by the Seller and the Seller has the right, power and authorization to sell and transfer the Salable Equities. On the Date of Transaction, the Salable Equities are not subject to the restrictions of any Encumbrance and are attached with ancillary rights.

1.4 Except for the approval of the Board of Directors, CSRC, and SFC, the sale and transfer of Salable Equities do not need the consent of any third person.

1.5 The original or the Director-certified copy of the newest articles of association and other constitutional documents of the Target Companies has been provided to the Buyer. To the best knowledge and belief of the Transferors, the contents of the articles of association and other constitutional documents of the Target Companies are true and complete and are attached with the resolution of the Target Companies adopted according to related requirements of laws on which the establishment of the Target Companies is based.

1.6 On or before the Date of Transaction, the Target Companies are legally established and validly existing according to the laws of the place where they are registered and established and have full rights and legal power to operate their business and own their assets. To the best knowledge and belief of the Transferors, the Target Companies have not become bankrupt or liquidated, nor have been required to undergo liquidation or bankruptcy by any resolution, application or order, and no liquidator or receiver has been assigned for the assets of the Target Companies.

1.7 To the best knowledge and belief of the Transferors, the details of the Target Companies as listed in Appendix 1 and such Business in Appendix 2 are true and accurate in all aspects.

1.8 To the best knowledge and belief of the Transferors, subject to the obtainment of approval from the SFC for related sale, the conclusion of this Agreement, sale of the Salable Equities, and the compliance with and performance of their liabilities hereunder will not conflict with or contravene any law, decree, or agreement binding on the Target Companies or any judgment, injunction, order, decision, and ruling that are issued by any court, arbitration tribunal and administrative or government agency.

1.9 The Target Companies have not taken any actions resulting in its liquidation, nor have taken or instituted nor will institute or face any legal proceeding or lawsuit that will cause the liquidation of the Target Companies.

1.10 The Transferors and the Guarantor have not taken any actions resulting in its liquidation, nor have taken or instituted nor will institute or face any legal proceeding or lawsuit that will cause the liquidation of the Transferors.

2. Shares

2.1 The Target Companies have not reached any unfulfilled agreement with any person or undertaken to any person to issue, provide or give shares, securities or bonds of any form or type.

3. Performance under Law and Company Registration

3.1 The Target Companies have legally and validly performed the requirements of document submission and registration pursuant to the laws and regulations of the place where they are registered and established as well as the provisions of other related laws.

3.2 To the best knowledge and belief of the Transferors, the statutory instruments and resolutions of the Target Companies are all written according to law and the Target Companies have performed the requirements of related laws for the Target Companies, issued shares, bonds and other securities.

3.3 The Target Companies, as the hypothecation (if any) of the beneficiary, have been registered with related registration authority or government department pursuant to the requirements of the relevant laws.

3.4 The originals of all evidentiary documents on the ownership of significant properties of the Target Companies, all signed copies of significant contracts to which the Target Companies serve as a party, and other important documents and materials of the Target Companies are held or controlled by the Target Companies.

4. Accounts

4.1 The Accounts, to the best knowledge and belief of the Transferors:

(a) on the date of accounts, are correctly prepared and made according to applicable laws and regulations and generally accepted good accounting standards and truthfully, fairly, completely and correctly reflect the financial situation of the Target Companies on the date of accounts;

(b) make true and fair description of the operation and financial situation of the Target Companies;

(c) have not been subject to any prejudicial influence of any unusual, special or non-repetitive events that have not been disclosed in the Accounts; and

(d) fully and comprehensively disclose the financial situation of the Target Companies up to the date or related accounts.

4.2 The Accounts and other accounts books and records are owned or controlled by the Target Companies, have all been appropriately recorded in writing and demonstrated correctly, reflect that all dealings concluded by the Target Companies are carried out according to applicable laws and regulations and commonly adopted and generally accepted good accounting standards, and truly and fairly reflect the financial, trading and contractual status of the Target Companies, the fixed assets, current assets, contingent assets and liabilities thereof, as well as the debtors and debtees thereof. The accounting standards of the Target Companies have been consistent and have not undergone any material change since the Target Companies have been established.

4.3 As of February 28, 2015 (“ Date of Accounts ”),

(a) The Target Companies have not concluded any significant contracts or undertakings (except for the businss contracts reached in routine operation) and have not reached any agreement on the acquisition of, sale of, or consent to acquire or sell, significant fixed assets;

(b) The Target Companies have not incurred any liabilities (except for the normal commerce clauses that are abided by in normal commercial operation);

(c) The Target Companies have not been involved in any accident that may result in the termination of any significant contracts or any existing significant rights and interests of the companies by any third party, or any event that the Target Companies are required to repay any large-amount payment or debt before the maturity date;

(d) The Target Companies have not set up any Encumbrance on all or part of their assets;

(e) The Target Companies carry out their routine operation as usual in the same manner (including nature and scope) so as to maintain their basic business reasonably satisfactory to the Buyer; the Target Companies have not added to or issued any liability regarding their non- fixed assets or carrying value, nor have reached any unusual or abnormal contracts;

(f) Except for the ordinary business-related resolutions adopted at the annual general meetings, the Target Companies have not adopted any resolutions at the general meetings thereof;

(g) The Target Companies have not paid, announced the payment of, or decided to pay, or planned to pay, any dividend or other distributions to the shareholders of the Target Companies;

(h) The Target Companies have not suffered any significant event that damages the reputation, routine operation, financial situation or prospect of the Target Companies and the Target Companies conclude dealings and bearings only under their normal operation conditions;

(i) The Target Companies have not suffered any significant event that affects the tax liabilities of the Target Companies or causes the Target Companies to be deemed to (compared with the actual situation) have any income, interest or gain, which renders the Target Companies liable to pay any tax that should have been directly paid or first borne by another third person, firm or company;

(j) Except for the director’s fee, the Target Companies have not paid any remuneration (or bonus) to any Management personnel or employee thereof or increased the benefits of such personnel or employee, nor have undertaken to increase such remuneration (except for those provided in the New Employment Agreement with the Management of the Target Companies) in the future (whether retroactive or not); and

(k) There is no significant and adverse change in the financial situation and prospect of the Target Companies, and the Target Companies only conclude dealings and assume liabilities in their routine business.

4.4 All the following significant contracts (if any) signed by the Target Companies before April 1, 2015 shall be disclosed to the Buyer in writing or be reflected in the Accounts:

(d) Unless required by general business operation, any contract concerning the borrowing or loan exceeding HK $1,000,000.

4.5 Except for those provided herein, the Target Companies have not announced or paid any dividend from the Date of Accounts.

4.6 As of the Date of Accounts, the Target Companies have not undergone any Material Adverse Change (or impact).

5. Financial Condition

5.1 From the date of this Agreement and the Date of Accounts, there is no

(a) Significant dealing that constitutes non-routine business operation;

(b) Loan, indemnity or Warranty concluded by the Target Companies for any other person, except for those signed as required by the normal operation of the Target Companies;

(d) Any sale or transfer of any tangible or intangible assets that are required in maintaining the basic operation of the Target Companies; or

(e) Any damage, destruction or loss, whether insured or not, which causes serious damage to the Property and Business (by the entirety) of the Target Companies.

5.2 To the best knowledge and belief of the Transferors, the accounts and records of the Target Companies are prepared according to the accounting policies that correspondingly adopted in the business place of such company, are treated according to the related provisions of local laws, reasonably record and fairly reflect all dealings, accounts and records of the Target Companies, and are free of any major deviation or inconsistency.

5.3 Except for the dealings carried out by the Target Companies in normal business operation activities in connection with this Agreement or involved herein, the Target Companies have not had any unrecorded debt, contingent debt and undertakings from the date on which this Agreement is signed to the date of the transaction is completed.

5.4 Except for the liabilities and obligations of the Target Companies that are created in the routine business operation or according to law or that have been disclosed, the Target Companies do not have any other significant obligations and liabilities.

5.5 Except for those that have been disclosed, from the signature date of this Agreement to the account management date, the Target Companies do not have:

(a) ;; any loan or debt of any credit or lending natural

(b) any mortgage, pledge or bond or any obligation (including conditional obligation) to establish mortgage, pledge or bond, except for the mortgage, pledge or bond incurred in recurrent business; and

5.6 Except for all guarantees from which the Transferors and the Guarantor are discharged pursuant to Article 3.1(1), the Transferors or the Target Companies have not done any act that may affect or damage the use by the Target Companies of the draft, loan, or other financing.

5.7 Except for the dealings of the Target Companies that have been disclosed and that are created in the normal business operation activities, or that are in connection herewith or that are involved herein, the Target Companies, from the signature date of this Agreement to the Date of Transaction, have not had any unrecorded loan or borrowing that shall be paid but that has not been paid to any third party, nor have issued any indemnity/Warranty in the favor of any third person or formed mortgage of any other forms, nor have any obligations and undertakings to third persons.

6. Licenses

6.1 The Target Companies have obtained Licenses issued by SFC for (in the case of iSTAR Futures) type 2 Regulated Activities (dealing in futures contract), (in the case of iSTAR Wealth) type 4 Regulated Activities (giving investment advice relating to the sale/purchase of securities), type 5 Regulated Activities (giving investment advice relating to the sale/purchase of futures contracts), and type 9 Regulated Activities (providing assets management), and the foregoing Licenses remain effective and take effect from the issuance date of such Licenses to the Date of Transaction specified herein. The Target Companies have obtained a futures dealer certificate issued by Hong Kong Futures Exchange Limited and a clearing participating certificate issued by HKFE Clearing Corporation Limited, and the foregoing Licenses remain effective and take effect from the issuance date of such Licenses to the Date of Transaction specified herein.

6.2 To the best knowledge and belief of the Transferors, no circumstance has occurred that may result in the revocation, cancellation, withdrawal, termination or suspension of the registration or approval of any License.

6.3 To the best knowledge and belief of the Transferors, there is no investigation or inquiry which will result in the revocation, withdrawal, or termination of the Licenses or suspension of such Licenses, registration or approval.

6.4 To the best knowledge and belief of the Transferors, all related employees of each Target Company meet the requirements of Licenses (including professional training or experience) and are thus employed or appointed to act in such capacity.

6.5 Each Target Company has the internal monitoring procedures and financial & operation ability and is able to, under reasonable expectation, protect its business under the License from financial loss arising from theft, fraud or other dishonest act, or professional improperness or negligence.

7. Insurance

7.1 To the best knowledge and belief of the Transferors, the Target Companies have not suffered any uninsured non-recurring or abnormal loss.

7.2 Each Target Company has purchased effective insurances against main risks of its major assets (including but not limited to the Property) and the main risks of its major business, for a general and prudent amount. Such insurances are all validly existing (if the insurances have expired, the Target Companies shall be urged to renew the same) and the Target Companies have not received any written notice on revocation of such insurance policies.

7.3 To the best knowledge of thebuyers, the Target Companies have not committed any act or omission, which has rendered or may render such insurance policies invalid or possibly invalid or has resulted in or may result in the possible increase of the insurance premiums.

8. Tax

8.1 To the best knowledge and belief of the Transferors, the Target Companies have abided by, in all aspects, the tax-related registrations and notices required by relevant laws, have kept proper and complete records of tax matters, and have filed tax tables on schedule; there is no pending dispute with tax bureau and other tax authorities.

8.2 To the best knowledge and belief of the Transferors, the Target Companies have: (a) paid all payable taxes incurred on or before the Date of Transaction; and (b) taken all steps to obtain all tax breaks that they are entitled to on or before the Date of Transaction.

8.3 To the best knowledge and belief of the Transferors, there is no dispute between the Target Companies and government agencies over the related taxes, and the Seller does not know any pending dispute or the possibility of dispute.

9. Major Dealings

9.1 Unless otherwise provided herein, form the Date of Accounts, the Target Companies have not:

(a) issued or redeemed or agreed to issue or redeem any share or loan capital;

(b) Announced or paid or distributed any dividend, made any investment distribution, repaid any loan or investment loan in whole or in part;

(c) carried out any major dealings (including but not limited to the trading of important assets) or incurred any liabilities (except for those incurred in routine operation); or

(d) given any Warranty or indemnity, or given any Warranty or indemnity on behalf of any person or company.

10. Lawsuit

10.1 The Target Companies have not been involved in any lawsuit, arbitration, complaint, or other disputes over law or contract, nor have participated in the hearing of any statutory government department, authority, organization or agency, nor have been investigated with respect to any significant dispute or by a government agency in the place where the business of the Target Companies is operated.

10.2 There is no lawsuit, arbitration, complaint, or other litigation over law or contract, against the Target Companies, or investigation threatened or pending; to the best knowledge and belief of the Seller, there is no fact or circumstance that may result in such lawsuit, arbitration, investigation or hearing.

10.3 To the best knowledge and belief of the Transferors, there is no unfulfilled court judgment or order against the Target Companies and the Target Companies have not been subject to the restrictions of any continuous injunction, writ of execution or decree.

11. Contract and Undertaking

11.1 From the Date of Accounts, the Target Companies have operated business as usual and, except for the dealing hereunder, the Target Companies have not carried out dealings or incurred any significant liabilities and obligations, unless such liabilities or obligations are concluded in the normal routine operation on the fair and reasonable basis.

11.2 The Target Companies have not contravened any significant contracts and undertakings.

12. Liquidation

12.1 To the best knowledge and belief of the Transferors, there is no court order or petition or resolution requiring the liquidation of the Target Companies, or any detention, enforcement, any other proceedings or any legal actions against the Target Companies which result in the obtainment of the property owned by the Target Companies.

12.2 To the best knowledge and belief of the Transferors, there is no appointment of an enforcer or liquidator with respect to the real estate or property of the Target Companies.

12.3 To the best knowledge and belief of the Transferors, no Target Company has reached any arrangement or consultation with its debtees or debtees of any type.

12.4 To the best knowledge and belief of the Transferors, there is no circumstance under which any floating mortgage may be enforced, nor any circumstance that may result in the enforceability of floating mortgage.

13. Trading and Business

13.1 Both Target Companies carry out business operation activities according to relevant existing laws of Hong Kong or applicable laws of other jurisdictions, and there is no court order, injunction or judgment that is given by a court or government agency in Hong Kong or other jurisdictions that may cause adverse impact on the Target Companies and the Property or operation thereof.

13.2 In order to cause the Target Companies to operate their business effectively, to the best knowledge and belief of the Transferors, the Target Companies have obtained the licenses, permits, approvals and authorizations related to operation and such licenses, permits, approvals and authorizations are all legal and validly existing; the seller does not know any reasons that may result in the suspension, cancellation or abolishment of the foregoing licenses, permits, approvals or authorizations or that may cause the foregoing licenses, permits, approvals or authorizations not to be renewed or reissued upon the expiration thereof.

13.3 From the Date of Accounts, all businesses of the Target Companies are carried out normally.

13.4 The Target Companies or the Directors, managers, agents or employees (during the term of office) have not committed or done any act or omitted any matter and such act or omission has violated the related laws, decrees or regulations of Hong Kong or other places (especially the provisions of Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong) and all bylaws and rules, the Company (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of Laws of Hong Kong), and the Company Ordinance (Chapter 622 of Laws of Hong Kong) ) and thus should be subject to fines or any other punishments.

14. Miscellaneous

14.1 Neither of the Target Companies has:

(a) violated any law, ordinance, order, detailed rule or regulation binding thereupon, or contravened the provisions of the articlesof association and detailed rules of the Target Companies, or breached any trust, covenant, agreement or license to which it is a party, or violated any indemnity, mortgage, pledge or bond;

(b) participated in any performable dealing, which is unenforceable because it is cancellable or even invalid or illegal on the suggestion of a Party; or

(c) omitted or permitted the omission of any act done for the purpose of protecting the ownership of the properties of the Target Companies or for enforcing or retaining the preferential ownership of any property.

14.2 All information contained in any material furnished by the Transferors and the Guarantor for the purpose of concluding this Agreement is true and accurate and is free of any undisclosed significant fact or event, which may cause the foregoing information or document to be untrue, incorrect, or misleading.

14.3 The Transferors and the Guarantor have full legal capacity to sign this Agreement, to exercise their corresponding rights, and to perform their corresponding obligations; this Agreement, once signed by the Parties, will become an effective document that is binding on all Parties and, subject to the clauses hereof, may enforce the Parties to perform their obligations pursuant to related provisions.

14.4 The execution, delivery, and performance of the obligations hereunder by each of Transferors and the Guarantor will not hinder the implementation of the following provisions, (a) laws, regulations or any order or judgment formulated by any government, agency or tribunal in Hong Kong or in any jurisdiction where it is registered or operated; (b) company registration laws and company registration documents on the date this Agreement is signed and on the date the transaction is completed; and (c) any mortgage, contract, undertaking or document to which it is a party or that is binding thereupon.

14.5 The execution, delivery and performance of this Agreement (to ensure effectiveness or feasibility) and dealing of Salable Equities, unless otherwise provided herein, do not need to obtain any consent, permit, approval or authorization of any government agency, or filing or registration.

14.6 Unless otherwise provided herein, the signature and implementation of this Agreement do not need any waiver, consent or approval of any government agency or any third party nor, unless otherwise provided herein, the filing with any government agency or any related third party.

14.7 From the signature date of this Agreement to the Date of Transaction, to the best knowledge and belief of the Transferors, the contents listed in the foreword, appendixes and annexes are all true, accurate, and complete.

15. Money Laundering and Terrorist Financial Activities

15.1 The Business has abided by from the outset all laws and regulations on anti-money laundering and counter-terrorism finance promulgated by all and any applicable jurisdictions and the rules, regulations, guidelines or circulars issued or administered by any government agency in any applicable jurisdictions, including but not limited to Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance (Chapter 615 of Laws of Hong Kong), Drug Trafficking (Recovery of Proceeds) Ordinance (Chapter 405 of Laws of Hong Kong), Organized and Serious Crimes Ordinance (Chapter 455 of Laws of Hong Kong), and United Nations (Anti-Terrorism Measures) Ordinance (Chapter 575 of Laws of Hong Kong); to the best knowledge and belief of the Transferors, the Target Companies have not been involved in any legal action, lawsuit or legal proceeding launched by a government agency or other authorities or organizations of any jurisdiction on anti-money laundering and anti-terrorism finance, nor face the threat of such legal action or lawsuit or legal proceeding.

16. Licensed Corporation

16.1 By the Date of Transaction hereof, there is no circumstance that results in the possible revocation, withdrawal, cancellation, termination or suspension of the Licenses, registrations or approvals issued by SFC and/or any government agency to the Target Companies as the Licensed Corporations.

16.2 To the best knowledge and belief of the Transferors, no Licensed Corporation nor the Director or employee thereof has received any investigation or inquiry which will result in the revocation, withdrawal, termination or suspension by any regulatory authorities (including but not limited to the SFC) of Licensed Corporations of the Licenses, registrations or approvals issued thereto.

16.3 To the best knowledge and belief of the Transferors, all related employees of each Target Company meet the requirements of Licenses (including professional training or experience) and are thus employed or appointed to act by the Target companies while employed by an affiliate of the Target Companies . If such employees are employed by an affiliate of the Target Companies, the Transferors shall, after the signature of this Agreement, assist the Target Companies in completing the transfer of the personnel relations of related employees.

17. No Omission of Major Disclosure

17.1 To the best knowledge and belief of the Transferors, the Transferors and the Target Companies have fairly, reasonably, comprehensively and honestly disclosed all significant events or major adverse events of the Target Companies in all aspects to the Buyer in writing.

18. No Material Adverse Change

18.1 To the best knowledge and belief of the Transferors, the Target Companies are free of any material adverse influence or change in all aspects and are free of any event that may result in such influence or charge.

19. Employee

19.1 There is no previous, present, threatened, or pending dispute between a Target Company and its employees of any group or category, and there is no arrangement between the Target Company and the labor union or organization acting on behalf of such employees.

19.2 The Target Companies are not liable to provide, after the Date of Transaction, any other benefits to their employees than the year-end bonus equal to the wage of not more than one month, except for the benefits provided according to relevant laws, or regulations, or related articles of association.

19.3 Neither Target Company has any pension, provident fund, separation or retirement welfare fund, plan or arrangement, which will cause the Target Company to adopt an agreement and to provide retirement benefits of any type (the forgoing term shall include the welfare and provident fund payable at the time of retirement, separation, death, or disability or any other benefits usually provided in the retirement plan) to any of its Directors or senior officers or any spouse or other families of such Directors or senior officers.

19.4 The employment contract to which all Target Companies are a party may be terminated, without making significant compensations, by giving a notice of not more than one month.

Appendix 4

Tax Indemnity Agreement

Dated on: March 30, 2015

iSTAR Capital International Co. Limited

and

iSTAR Management Limited

and

Tianfeng Securities Co., Ltd.

and

iSTAR International Futures Co. Limited

iSTAR International Wealth Management Co. Limited

Beijing Fuhua Innovation & Technology Development Co., Ltd.

(“Guarantors”)

Tax Indemnity Agreement for iSTAR International Futures Co. Limited and iSTAR International Wealth Management Co. Limited

This Agreement dated on March 30, 2015 is signed and entered into by and among the following Parties.

Contracting Parties:

(4) ISTAR INTERNATIONAL FUTURES CO. LIMITED , a limited company registered and organized in Hong Kong, with the registered office at Rooms 3705-07, the Center, 99 Queen’s Road Central, Hong Kong (“ iSTAR Futures ”);

(5) ISTAR INTERNATIONAL WEALTH MANAGEMENT CO. LIMITED , a limited company registered and organized in Hong Kong, with the registered office at Rooms 3705-07, the Center, 99 Queen’s Road Central, Hong Kong (“ iSTAR wEALTH ”; collectively referred to as the “ Target Companies ” together with iSTAR Futures); and

Beijing Fuhua Innovation & Technology Development Co., Ltd. , a limited liability company registered and organized in Beijing, China, with the registered address at Rooms 938-941, Tower C, International Enterprise Building, No.35 of Finance Street, Xicheng District, Beijing, China (the “ Guarantor ”) .

Foreword:

(A) The Transferors, the Buyer and the Guarantor signed the Agreement for Sale of 100% Equities of iSTAR International Futures Co. Limited and 100% Equities of iSTAR International Wealth Management Co. Limited (hereinafter referred to as the “ Sale Agreement ”) on March 30, 2015.

(B) The Transferors and the Guarantor agree to sign this Agreement in favor of the Buyer and the Target Companies with respect to the tax liabilities of the Target Companies.

1. Interpretations

1.1 Unless otherwise indicated in the context, the terms and words defined in the Sale Agreement shall have the same meaning when used herein.

1.2 In this Agreement, unless otherwise required by the context:

“Relief”: means any reduction, allowance, preference, offset, deduction or exemption of any tax that the Target Companies are entitled to according or ordinance or any other legal bases; and

"Claim” includes any claim, counter claim, evaluation, notice, application for claim or other documents made, or actions taken, by or on behalf of tax or any other related statutory or government agency of Hong Kong or British Virgin Islands, on the basis of which the Target Companies shall be liable or be required to be liable to pay tax of any form or shall be revoked of the right to any relief or refund of tax of any form, which should have been provided to the Target Companies in the absence of such tax claim; if the revocation of the right to any relief or refund of tax of any form shall be deemed to have created tax liability, the amount of such relief or refund or (if the amount is relatively small) the amount of foregoing tax liabilities of the Target Companies that is reduced due to such relief; in the absence of the afore-said revocation, related tax rate that is adopted for such period of relief or that takes effect during such period or (if the period for Tax rate has not been determined) the final known tax rate, and the profit of the Target Companies to set off against such relief as is shown in the audited financial statements for such period.

In this Agreement, unless otherwise indicated, all warranties, representations, compensations, covenants, agreements and undertakings made or signed by the Guarantor or the Transferors are jointly and severally made or signed by the Guarantor and the Transferors.

1.3 The headings in this Agreement are for convenience of reference only and shall not affect the interpretation hereof.

1.4 In this Agreement, words importing the singular include the plural and vice versa; words importing gender or neutral gender include all genders and a reference to a person includes corporate bodies and unincorporated bodies.

2. Compensation

2.1 Subject to the compliance with the provisions hereof, the Transferors and the Guarantor hereby undertake to the Buyer and the successor thereof and the Target Companies that they will compensate the Target Companies and cause, at any time during the term hereof, the Target Companies to continue being compensated for any income, profit or proceeds earned, charged or collected on or before the data of this Agreement by the Target Companies, or any tax arising from any event or dealing (whether separately or in connection with any circumstance that appears on or before the date of this Agreement) concluded or created on or before the date of this Agreement.

2.2 The compensation stated in Article 2.1 shall not apply to the following:

(a) Any provisions or reserve made for taxes in the accounts on the date specified by the Target Companies at the time of transaction; or

(b) Any Claim arising from any retroactive change to the law or practice of the tax bureau or any related authority of Hong Kong or British Virgin Islands that takes effect after the date of this Agreement, or any Claim created or added due to the increate of tax rate after such date (retroactive).

2.3 The compensation provided in Article 2.2 shall extend to all penalties, fines, interests, expenses and expenditures arising from any levy that the Transferors shall bear according to Article 2 hereof.

2.4 The Parties agree that if a Claim has been made pursuant to the Sale Agreement , such Claim may not be filed again pursuant to this Agreement.

3. Claim and Payment

3.1 This Agreement shall be permanently effective from the date of this Agreement.

3.2 If the claimed tax arises from the dishonest intention and/or act of (a) the Transferors and/or any persons related thereto and/or (b) Target Companies, or the Directors, Licensed Corporations, employees, agents, representatives, or professional advisers thereof, there is no upper limit on the total amount of indemnity given by the Transferors and the Guarantor to the Buyer; however, if the claimed tax does not arise from the dishonest intention and/or act of (a) the Transferors and/or any persons related thereto and/or (b) Target Companies, or the Directors, Licensed Corporations, employees, agents, representatives, or professional advisers thereof, the upper limit on the total amount of indemnity given by the Transferors and the Guarantor to the Buyer shall be the purchase price.

3.3 All moneys that the Transferors shall pay pursuant to this Agreement shall be paid without any deduction or withholding that is caused whether by tax or other reasons. If such deduction or withholding is required by law, the Transferors shall pay such moneys after the foregoing deduction or withholding and the amount of such moneys shall be equal to the amount that the payee shall be entitled to in the absence of the any of the foregoing deduction or withholding requirement.

3.4 If the Transferors or the Guarantor shall make compensation to the Buyer due to any Claim, while the Buyer or any Target Company has obtained the compensation from a third party or the repayment or refund of related tax authorities with regard to such Claim, the Buyer shall return, to the Transferors or the Guarantor, the compensation paid by the Transferors or the Guarantor after deducting reasonable expenses or other expenditures directly incurred in the obtainment of the compensation from such third party or the repayment or refund from related tax authorities.

4. Guarantee

4.1 In view that the Buyer agrees to sign this Agreement, the Guarantor hereby warrants and undertakes:

(a) to irrevocably and unconditionally warrant that the Transferors will properly and accurately fulfill all and multiple obligations mentioned herein and related documents hereof and bear all losses and expenses (whether this Agreement is cancelled or terminated or nor) directly caused by the breach or non-performance by the Transferors of this Agreement and related documents hereof.

(b) To make compensation for any action, requirement, Claim, loss, debt and various expenses (including all penalties, interests, legal fees and other expenses and any related Taxes) that the Buyer or any Target Company shall bear and that arise from the fault or fraud of the Transferors, or failure on the part of the Transferors to perform the obligations or to appropriately pay any loss and payable in full and on time .

4.2 Under any of the following circumstances, the liabilities of the Transferors and the Guarantor shall not be prejudiced, affected or exempted:

(a) Any arrangement made by and between the Buyer and the Transferors;

(b) Grace granted to the Transferors, Guarantor or other persons in time or in other aspects;

(d) Invalidity, illegality or unenforceability of any provisions hereof or any obligation or liability of the Transferors hereunder;

(f) Bankruptcy, insolvency, liquidation, dissolution, consolidation, restructuring of the Transferors or the Guarantor or other persons, inability and ability-losing of the appointed liquidator of the Transferors or the Guarantor or other persons, or any change in the organization, status or authority of the Transferors or the Guarantor or other persons.

4.3 The guarantee under Article 4.1 is continuous and remains valid until the date permitted by law to the largest extent.

4.4 The guarantee under Article 4.1 is the supplementary to any right or mortgage held by the Buyer at the present or in the future for causing the performance and abidance by the guarantee obligations, provided that such guarantee will not prejudice or replace such rights or mortgage.

4.5 Any payment under the guarantee in Article 4.1 shall be paid in full and shall not undergo any deduction or withholding (whether resulting from offset, counter claim, revenue, expense, tax or other reasons or not).

5. Notice

5.1 Any notice, requirement, legal instrument, document or other communications (collectively referred to as “ Communications ” in this Article 5) given pursuant to this Agreement shall be written in English or Chinese, shall be made in writing, may be sent personally or by mail or be transmitted to the fax number (if any) of related Parties, and shall indicate the recipient and/or other persons specified in Article 5.4 to whom the Communications shall be copied..

5.2 If the Party to whom the Communications shall be sent or copied according to this Agreement needs to change its address or fax number, it shall send a written notice to all other Parties pursuant to the provisions of Article 5 and indicate in such notice that such change is made for the purpose of this Agreement; such change shall not take effect unless and until five days after such notice is sent.

5.3 All Communications shall be given in the following manner and shall be deemed received by the recipient of such Communications at the time indicated beside related mode of sending:

Mode of sending	deemed time of receipt
Local mailing or courier service	24 hours
Fax	at the time of transmission
Air courier/express mail	3 days
Air mail	5 days

5.4 The initial address and fax number, recipient and cc recipient of the Communications to the Parties are as follows:

To the Transferors:

Address: Rooms 3705-07, the Center, 99 Queen’s Road Central, Hong Kong

Fax number: 852-3900 1705

Recipient: Governing Board

To the Buyer:

Address: 37F, Tower A, Poly Plaza, No. 99 of Zhongnan Road, Wuchang District, Wuhan

Fax number: 027-87618863 (Wuhan)

Recipient: Mr. Wu Jiangang

To the Guarantor:

Address: Rooms 3705-07, the Center, 99 Queen’s Road Central, Hong Kong

Fax number: 852-3900 1705

Recipient: Governing Board

To the Target Companies:

Address: Rooms 3705-07, the Center, 99 Queen’s Road Central, Hong Kong

Fax number: 852-3900 1705

Recipient: Governing Board

5.5 The Communications delivered pursuant to Article 5 shall be deemed effectively given. If the Communications are delivered to the address of the recipient or the address has been correctly written on the envelope containing such Communications and the Communications are mailed or sent to the address of the Recipient or transmitted to the recipient appropriately by fax, such Communications shall be deemed given and/or received. If the Communications are sent by fax, they shall be deemed appropriately given after the successful transmission report printed by the fax machine is received.

5.6 Any provisions of this Article does not preclude the delivery of Communications by other means permitted by law or proof of such delivery.

6. Miscellaneous Provisions

6.1 This Agreement shall be binding and effective on the successors and transferees of the Parties; without the prior written consent of the other Parties, no Party, except for the Buyer, may transfer its rights and obligations hereunder.

6.2 This Agreement constitutes the entire agreement with respect to the dealing contemplated herein. No Party to this Agreement will rely on any representations or warranties of the other Parties that do not constitute the provisions hereof.

6.3 Any amendment to this Agreement shall not be binding before it is signed in writing by the Parties hereto or the representatives thereof.

6.4 The failure or delay to exercise the rights or compensations hereunder shall not deem as a waiver of such rights or compensations or the waiver of any other rights or compensations; any single or partial exercise of any rights or compensations hereunder does not preclude any further exercise of such rights or compensations, or the exercise of any other rights or compensations.

6.5 The rights, powers and compensations included in this Agreement are accumulative and do not preclude any rights or compensations conferred by laws.

6.6 If reasonably required by the Buyer during the term hereof, the Transferors or the Guarantor will efficiently implement these documents and implement further stipulations and provide any and all compensations hereunder to the Buyer and the successor thereof as well as the Target Companies.

6.7 This Agreement may be signed in any number of copies or separate copies. Each copy so signed shall be deemed as an original, provided that all copies shall constitute the same document and shall be binding on all Parties.

6.8 If any provisions hereof becomes illegal, invalid or unenforceable at any time in any aspect, the legality, validity, and enforceability of the remaining parts hereof shall not be thus affected or damaged. If any provision hereof becomes illegal or unenforceable in a jurisdiction, such illegality or unenforceability shall not affect the legality or enforceability thereof in another jurisdiction.

7. Governing Law, Jurisdiction and Receiving Agent of Legal Instruments

7.1 This Agreement shall be governed by and interpreted in accordance with the laws of Hong Kong. The Parties hereby irrevocably agree that court of Hong Kong serves as the non-exclusive tribunal. The contracting Parties hereby irrevocably agree to waive any objection to any court or place of litigation involved in this Article that they may raise at any time or any objection to Claims made in lawsuits filed to other courts.

7.2 The Transferors and the Guarantor hereby irrevocably designate Mr. Tang Zhenyu (address: Rooms 3705-07, the Center, 99 Queen’s Road Central, Hong Kong, telephone: 852-3900 1701, fax: 852 3900 1705) as their agent (“ Transferors’ Agent ”) to receive and confirm any writ, subpoena, order, judgment or other legal proceeding notice (collectively referred to the “ Legal Notice ”) in Hong Kong on behalf of the Transferors and the Guarantor. The personal delivery of the Legal Notice to the Transferors’ Agent or sending of such Legal Notice to the foregoing address or known new address by registered mail, such Legal Notice shall be deemed effectively served on the second Business Day after it is mailed; if there is a mail box at the foregoing address or the known new address, the putting of such Legal Notice into such mail box (whether sent to the Transferors or not or received by the Transferors or not) shall be deemed that such Legal Notice has been effectively given. If the Transferors’ Agent is unable to continue serving as the agent of such Transferors for any reason, the Transferors shall appoint another agent in Hong Kong for the same purpose and shall notify the other contracting Parties hereto in writing of such appointment pursuant to Article 7. According to Article 7, unless and until the notice on the appointment of the new agent is deemed to have been received by other contracting Parties hereto, any Legal Notice shall be deemed to have been appropriately given to the Transferors under law if it is appropriately sent to the Transferors’ Agent.

7.3 The Buyer hereby irrevocably designates Stevenson, Wong & Co. (address: 4/F, 5/F & 1602 Central Tower, 28 Queen’s Road Central, Hong Kong, telephone: 852-2526 6311, Fax: 852-2845 0638) as its agent (“Buyer’s Agent”) to receive and confirm any Legal Notice in Hong Kong on behalf of the Buyer. The personal delivery of the Legal Notice to the Buyer’ Agent or sending of such Legal Notice to the foregoing address or know new address, such Legal Notice shall be deemed effectively served on the second Business Day after it is mailed; if there is a mail box at the foregoing address or the known new address, the putting of such Legal Notice into such mail box (whether sent to the Buyer or not or received by the Buyer or not) shall be deemed that such Legal Notice has been effectively served. If the Buyer’s Agent is unable to continue serving as the agent of such Buyer for any reason, the Buyer shall appoint another agent in Hong Kong for the same purpose and shall notify the other contracting Parties hereto in writing of such appointment pursuant to Article 7. According to Article 7, unless and until the notice on the appointment of the new agent is deemed to have been received by other contracting Parties hereto, any Legal Notice shall be deemed to have been appropriately given to the Buyer under law if it is appropriately sent to the Buyer’ Agent.

7.4 The provisions of Article 5, after necessary amendment, shall apply to any Communication between the receiving agents of the legal instruments as designated by the contracting Parties in Article 7 or between the successors’ agents.

[The remainder of this page is intentionally left blank]

Page for Signature

This Agreement is concluded in the form of a deed and the effective date hereof shall be the date stated on the first page.

Signature of the Buyer

Tianfeng Securities Co., Ltd.

Seal:

Name:

Position: Director

Signature of the Transferors

iSTAR Capital International Co. Limited, the Transferor

Seal:

Name: Wang Jun

Position: Director

iSTAR Management Limited

Seal:

Name: Wang Jun

Position: Director

Signature of the Guarantor

Beijing Fuhua Innovation & Technology Development Co., Ltd.

Seal:

Name: Wang Jun

Position: authorized person

Signature of the Target Companies

iSTAR International Futures Co. Limited

Seal:

Name: Wang Jun

Position: Director

iSTAR International Wealth Management Co., Limited

Seal:

Name: Wang Jun

Position: Director

Dated on: September 28, 2015

iSTAR Capital International Co. Limited

(“iSTAR Capital International”)

and

iSTAR Management Limited

(“iSTAR Management”)

and

Tianfeng Securities Co., Ltd.

(“Buyer”)

and

Beijing Fuhua Innovation & Technology Development Co., Ltd.

(“Guarantor”)

Supplementary Agreement (II) to Agreement for Sale of 100% Equities of iSTAR International Futures Co. Limited and 100% Equities of iSTAR International Wealth Management Co. Limited

This Supplementary Agreements dated on September 28, 2015 is concluded and entered into by and among the following Parties:

Contracting Parties:

(2) ISTAR MANAGEMENT LIMITED , a limited company registered and organized in British Virgin Islands, with the registered office at P.O. Box 957, Offshore Incorporations Centre Road Town , Tortola , British Virgin Islands (“ iSTAR Management”, collectively referred to as the “Transferors” together with iSTAR Capital International )

(4) Beijing Fuhua Innovation & Technology Development Co., Ltd., a limited liability company that is registered and organized in Beijing China, with the registered address at: A1701, 1702, 1703, 1705, 1706, and 1707, No. 28 Xuanwumenwai Avenue, Xicheng District, Beijing, China (the “Guarantor”).

Foreword:

(A) The Buyer, iSTAR Capital International, iSTAR Management, and the Guarantor signed on March 30, 2015 an agreement for sale of all equities of iSTAR Futures and iSTAR Wealth and a supplementary Agreement to the foregoing sale agreement on April 9, 2015 (hereinafter collectively referred to as the “ Sale Agreement ”). According to the Sale Agreement , if any of the Conditions Precedent stated in Article 3.1 of the Sale Agreement cannot be satisfied or be waived or exempted by the Buyer on September 30, 2015 or a later date approved by the Parties in writing, the Sale Agreement and the matters stated therein as well as the rights and obligations of the Parties hereto, subject to not conflicting the liabilities of any Party to the other Party for the breach of any provision of the Sale Agreement before the termination hereof, the Sale Agreement shall lose effect and terminate as of October 1, 2015.

(B) The Parties to the Sale Agreement hereby agree to extend the term of the Conditions Precedent mentioned in Article 3.2 of the Sale Agreement pursuant to this Supplementary Agreement.

Now therefore, the Parties agree as follows:

1. Definitions

1.1 Unless otherwise required by the context, the terms and words defined in the Sale Agreement shall have the same meaning when used in this Supplementary Agreement.

1.2 The statutory provisions mentioned shall be construed to be the amendment and revision of such provisions from time to time, or change in the application thereof according to the other provisions (whether the change is made before or after the date of this Supplementary Agreement) and to include the newly formulated provisions (whether amended or not).

1.3 The provisions and schedules mentioned refer to the provisions and schedules of this Supplementary Agreement. The schedules hereto (if any) shall be deemed to constitute a part of this Supplementary Agreement.

1.4 The headings are for convenience only and shall not affect the interpretation of this Supplementary Agreement.

1.5 In this Supplementary Agreement, words importing the singular include the plural and vice versa; words importing gender or neutral gender include any genders and a reference to a person includes corporate bodies and unincorporated bodies.

1.6 The document of provisions subject to approval means a document whose provisions have been approved by the Parties hereto or the representatives thereof and that has been signed by the Parties hereto or the representatives thereof for identification.

2. Extension of the Term of Conditions Precedent

The Buyer, the Transferors and the Guarantor unconditionally and irrevocably agree to extend the deadline mentioned in Article 3.2 of the Sale Agreement from September 30, 2015 to December 31, 2015. in case any precedent condition stated in the Sale Agreement cannot be satisfied, or be waived or exempted by the Buyer on December 31, 2015 or a later date approved by the Parties in writing, the Sale Agreement , this Supplementary Agreement, and the matters stated therein as well as the rights and obligations of the Parties hereto, subject to not conflicting the liabilities of any Party to the other Party for the breach of any provision of the Sale Agreement and this Supplementary Agreement before the termination hereof, the Sale Agreement and this Supplementary Agreement shall lose effect and terminate as of January 1, 2016.

3. General Provisions

3.1 Article 9, Article 12 through Article 19 (including the beginning and ending provisions) of the Sale Agreement shall apply to this Supplementary Agreement.

3.2 This Supplementary Agreement is an integral part of the Sale Agreement ; if there is any discrepancy between this Supplementary Agreement and the Sale Agreement , this Supplementary Agreement shall prevail.

3.3 Unless otherwise explicitly stated in this Supplementary Agreement, this Supplementary Agreement shall not constitute an amendment to any provisions of the Sale Agreement .

3.4 This Supplementary Agreement may be signed in any number of copies and all copies shall constitute one and the same agreement. Any Party hereto may sign this Supplementary Agreement by signing a copy.

3.5 This Supplementary Agreement shall be governed by and interpreted in accordance with the laws of Hong Kong. The other provisions of the Sale Agreement shall remain unchanged.

[The remainder of this page is intentionally left blank]

In witness whereof, this Agreement is signed on the date stated on the first page.

Signed by Wang Jun

For and on behalf of iSTAR Capital International Co. Limited

Witness: [ illegible ]

Signed by Wang Jun

For and on behalf of iSTAR ManagementLimited

Witness: [ illegible ]

Signed by Wu Jiangang

For and on behalf of

Tianfeng Securities Co., Ltd.

Witness: Wu Jiangang

Signed Wang Jun

For and on behalf of Beijing Fuhua Innovation & Technology Development Co., Ltd.

Witness: [ illegible ]

Dated on: April 9, 2015

iSTAR Capital International Co. Limited

(“iSTAR Capital International”)

and

iSTAR Management Limited

(“iSTAR Management”)

and

Tianfeng Securities Co., Ltd.

(“Buyer”)

and

Beijing Fuhua Innovation & Technology Development Co., Ltd.

(“Guarantor”)

Supplementary Agreement to Agreement for Sale of 100% Equities of iSTAR International Futures Co. Limited and 100% Equities of iSTAR International Wealth Management Co. Limited

This Supplementary Agreements dated on April 9, 2015 is concluded and entered into by and among the following Parties:

Contracting Parties:

(1) ISTAR CAPITAL INTERNATIONAL CO. LIMITED, a limited company registered and organized in British Virgin Islands, with the registered office at P.O. Box 957, Offshore Incorporations Centre Road Town , Tortola , British Virgin Islands (“ iSTAR Capital International”);

(2) ISTAR MANAGEMENT LIMITED, a limited company registered and organized in British Virgin Islands, with the registered office at P.O. Box 957, Offshore Incorporations Centre Road Town , Tortola , British Virgin Islands (“ iSTAR Management”, collectively referred to as the “Transferors” together with iSTAR Capital International )

(3) Tianfeng Securities Co., Ltd., a company limited by shares that is registered and organized in Wuhan, Hubei, China, with the registered office at 37F, Tower A, Poly Plaza, No. 99 of Zhongnan Road, Wuchang District, Wuhan, Hubei, China (the “Buyer”); and

(4) Beijing Fuhua Innovation & Technology Development Co., Ltd., a limited liability company registered and organized in Beijing, China, with the registered address at Rooms 938-941, Tower C, International Enterprise Building, No.35 of Finance Street, Xicheng District, Beijing, China (the “Guarantor”) .

(The foregoing Parties are collectively referred to as the Parties)

Whereas:

1. The Parties signed the Agreement for Sale of 100% Equities of iSTAR International Futures Co. Limited and 100% Equities of iSTAR International Wealth Management Co. Limited (“Original Agreement“) on March 30, 2015;

2. The Original Agreement stipulates that, within ten working days after the Original Agreement is signed, the Buyer shall deposit a Down Payment of forty million Hong Kong dollars (HK$40,000,000) in a lump sum in the bank account of thetransferee;

3. Subject to the provisions of existing and effective laws of the place where the Buyer is located, the Buyer is unable to complete the payment of the Down Payment specified in the Original Agreement to the Transferors within the period set forth in the Original Agreement.

Now therefore, the Parties understand and supplementarily reach and conclude the following agreement:

1. The Buyer shall, within five working days after this Supplementary Agreement is signed, pay RMB 33,000,000 Yuan (the “Payment”) to the Guarantor of the Original Agreement;

2. The Payment shall serve as a cash deposit for the consideration specified in the Original Agreement and shall, within five working days after the completion of the payment of the total transfer price prescribed in the Original Agreement, be returned by the Guarantor of the original Agreement to the Buyer;

3. The bank account information of Guarantor of the Original Agreement for receiving the cash deposit for the consideration paid by the Buyer is:

Company name: Beijing Fuhua Innovation & Technology Development Co., Ltd.

Bank name: Bank of Communications, Beijing Municipal Branch, Business Department

Account number: 110060149012015083356

4. Any matter not stated in this Supplementary Agreement shall be implemented pursuant to the provisions of the Original Agreement.

-------------------The remainder of this page is intentionally left blank-----------

Signed by Wang Jun

For and on behalf of iSTAR Capital International Co. Limited

Signed by Wang Jun

For and on behalf of iSTAR Management Limited

Signed by Wu Jiangang

For and on behalf of Tianfeng Securities Co., Ltd.

Signed Wang Jun

For and on behalf of Beijing Fuhua Innovation & Technology Development Co., Ltd.

Exhibit 4.116

Dated on: April 9, 2015

iSTAR Capital International Co. Limited

(“iSTAR Capital International”)

and

iSTAR Management Limited

(“iSTAR Management”)

and

Tianfeng Securities Co., Ltd.

(“Buyer”)

and

Beijing Fuhua Innovation & Technology Development Co., Ltd.

(“Guarantor”)

Agreement for Sale of 100% Equities of iSTAR International Futures Co. Limited and 100% Equities of iSTAR International Wealth Management Co. Limited

Supplement (1)

This Agreement dated on April 9, 2015 is signed and entered into by and among the following Parties.

Contracting Parties:

(1) ISTAR CAPITAL INTERNATIONAL CO. LIMITED , a limited company registered in British Virgin Islands, with the registered office at P.O. Box 957, Offshore Incorporations Centre Road Town , Tortola , British Virgin Islands (“ iSTAR Capital International ”);

(2) ISTAR MANAGEMENT LIMITED , a limited company registered in British Virgin Islands, with the registered office at P.O. Box 957, Offshore Incorporations Centre Road Town , Tortola , British Virgin Islands (“ iSTAR Management ”, collectively referred to as the “ Transferors ” together with iSTAR Capital International )

On March 30, 2015, the Contracting Parties signed a sale & purchase agreement about the 100% equity of iSTAR International Futures Co. Limited and iSTAR international Wealth Management Co. Limited (the “ Agreement ”).

Pursuant the Agreement, the Buyer need to pay HK$ 40 million to the bank account designated by iSTAR Capital International and iSTAR Management within 10 working days after the sign of the Agreement

As limited by the laws and regulations in PRC, the Buyer cannot pay the HK$ 40 million as required in the Agreement.

Now therefore, the Contracting Parties reach and enter into an agreement as follows:

The Buyer pays RMB 33 million to the Guarantor within 5 working days after the sign of the Supplement (1).

The Guarantor need to pay back the RMB 33 million to the Buyer within 5 working days after the Buyer paid all the considerations pursuant to the Agreement.

Hereunder is the bank accounts detail of the Guarantor to receive the RMB 33 million.

For the clauses do not mentioned in the supplement (1), the Contracting Parties execute pursuant to the Agreement.

[The remainder of this page is intentionally left blank]

In witness whereof, this Agreement is signed on the date stated on the first page.

Signed by

Wang Jun

For and on behalf of iSTAR Capital International Co. Limited

Signed by

Wang Jun

For and on behalf of iSTAR Management Limited

Signed by

Wu Jiangang

For and on behalf of Tianfeng Securities Co., Ltd.

Signed by

Wang Jun

For and on behalf of Beijing Fuhua Innovation & Technology Development Co., Ltd.

Exhibit 4.117

Dated on: September 28, 2015

iSTAR Capital International Co. Limited

(“iSTAR Capital International”)

and

iSTAR Management Limited

(“iSTAR Management”)

and

Tianfeng Securities Co., Ltd.

(“Buyer”)

and

Beijing Fuhua Innovation & Technology Development Co., Ltd.

(“Guarantor”)

Supplement (2)

Agreement for Sale of 100% Equities of iSTAR International Futures Co. Limited and 100% Equities of iSTAR International Wealth Management Co. Limited

EXECUTION VERSION

This Agreement dated on September 28, 2015 is signed and entered into by and among the following Parties.

Contracting Parties:

(1) ISTAR CAPITAL INTERNATIONAL CO. LIMITED , a limited company registered and organized in British Virgin Islands, with the registered office at P.O. Box 957, Offshore Incorporations Centre Road Town , Tortola , British Virgin Islands (“ iSTAR Capital International ”);

(2) ISTAR MANAGEMENT LIMITED , a limited company registered and organized in British Virgin Islands, with the registered office at P.O. Box 957, Offshore Incorporations Centre Road Town , Tortola , British Virgin Islands (“ iSTAR Management ”, collectively referred to as the “ Transferors ” together with iSTAR Capital International )

(3) Tianfeng Securities Co., Ltd. , a company limited by shares that is registered and organized in Wuhan, Hubei, China, with the registered office at 37F, Tower A, Poly Plaza, 99 Zhongnan Road, Wuchang District, Wuhan, Hubei, China (the “ Buyer ”); and

(4) Beijing Fuhua Innovation & Technology Development Co., Ltd. , a limited liability company registered and organized in Beijing, China, with the registered address at Rooms A1701, 1702, 1703, 1705, 1706, 1707, 35 Finance Street, Xicheng District, Beijing, China (the “ Guarantor ”) .

Foreword:

A．

On March 30, 2015, the Buyer, the iSTAR Capital International and the iSTAR Management signed an agreement about the sale of the 100% equity of iSTAR International Futures Co. Limited and iSTAR international Wealth Management Co. Limited (collectively the “ Sale Agreement ”) and on April 9, 2015 a supplement about the Sale Agreement (Supplement (1)).

According to the Sale Agreement, i f any Conditions Precedent stated in Article 3.2 of the Sale Agreement cannot be satisfied or be waived or exempted by the Buyer on September 30, 2015 or a later date approved by the Parties hereto in writing, the Sale Agreement shall lose effect and terminate on Jan. 1, 2016, provided that the Sale Agreement, this Supplement and any matters covered thereby as well as the rights and obligations of each Party hereto shall not conflict with the liabilities assumed by any Party to the other Party for breaching any provisions hereof before the termination of this Agreement;

B．Each of the Parties hereto agrees to extend the deadline for the conditions precedent mentioned in article 3.2 of the Sale Agreement pursuant to this Supplement.

NOW THEREFORE, the Contracting Parties reach and enter into an agreement as follows:

Definitions

1.1

Unless the context otherwise requires, the words and sentences defined in the Sale Agreement shall have the same meaning thereto when used herein.

1.2

Statutory provisions referred to herein shall mean the amendments, reenactment to or of such provisions or the modifications (whether modified before or after the date hereof) of applicability as per other provisions from time to time and include the reenacted provisions (whether changed or not).

1.3

The articles and schedules referred to herein shall mean those contained herein. Schedules to this Supplement (if any) shall be deemed to be a part of this Supplement.

1.4

Titles and headings herein are for convenience only and shall not affect the construction of this Supplement.

1.5

Words importing the singular include the plural and vice versa; Words importing any gender include every gender; and references to person are references to corporate body or unincorporated body.

1.6

The documents consisting of articles subject to approval mean the documents, the articles of which have been approved by each Party hereto or its representatives and that have been signed by each Party hereto or its representatives, for the purpose of identification.

Extension of Conditions Precedent Deadline

The Buyer, Transferor and Guarantor agree unconditionally and irrevocably that the deadline set forth in Article 3.2 of Sale Agreement will be extended from Sep. 30 2015 to Dec. 31, 2015. i f any Conditions Precedent stated in Article 3.2 of the Sale Agreement cannot be satisfied or be waived or exempted by the Buyer on September 30, 2015 or a later date approved by the Parties hereto in writing, the Sale Agreement shall lose effect and terminate on Jan. 1, 2016, provided that the Sale Agreement, this Supplement and any matters covered thereby as well as the rights and obligations of each Party hereto shall not conflict with the liabilities assumed by any Party to the other Party for breaching any provisions hereof before the termination of this Agreement;

General Provisions

3.1

Article 9, 12 through 19 of the Sale Agreement (including Article 12 and 19) are applicable to this Supplement.

3.2

This Supplement is an integral part of the Sale Agreement, in case of any conflict between this Supplement and the Sale Agreement, this former shall control.

3.3

Unless otherwise expressly specified herein, this Supplement shall not be deemed to amend any articles contained in the Sale Agreement.

3.4

This Supplement may be executed in counterparts in any number all of which together constitutes one and same agreement; any contracting party may execute the supplement through signing a counterpart.

3.5

This Supplement is governed and construed by the laws of Hong Kong. Other articles in the Sale Agreement remain unchanged.

[The remainder of this page is intentionally left blank]

IN WITNESS WHEREOF, this Agreement has been entered into the day and year first above written.

Wang Jun

For and on behalf of

iSTAR Capital International Co., Limited

Signed by

In presence of:

Wang Jun

For and on behalf of

iSTAR Management Limited

Signed by

In presence of:

Wu Jiangang

For and on behalf of

Tianfeng Securities Co., Ltd.

Signed by

In presence of:

Wang Jun

For and on behalf of

Beijing Fuhua Innovation & Technology Development Co., Ltd.

Signed by

In presence of:

Exhibit 4.118

Agreement on Enforcement of Arbitration Award

Party A: Fortune (Beijing) Huiying Investment Consultation Co., Ltd. (“CIC”)

Residence: Room 1136, 10, Xuanwumenwai Street, Xicheng District, Beijing

Legal representative: Yang Lin

Party B: Langfang Shengshi Real Estate Development Co., Ltd.

Residence: North of Eastern Section, Langba Road, Hancun Town, Yongqing County, Langfang

Legal representative: Zhan Jiantao

Party C: Beijing Bluestone Investment Management Co., Ltd.

Residence: Room 605, Qingyun Dangdai Building, 9, Mantingfangyuan Community, Qingyun Lane, Haidian District, Beijing

Legal representative: Wang Ling

Party D: Wang Ling

Residence: 301, Unit 4, Building 19, Wan Liu Wan Quan Xin Xin Community, Haidian District, Beijing

ID card number:

Whereas award Z. G. M. J. C. Zi No. 1130 (the “Award”) was made on October 23, 2015 with respect to dispute arising out of loan and equity transfer among the said four parties, which has been submitted to China International Economical and Trade Arbitration Commission. NOW THEREFORE the said four parties (collectively referred to as “the Parties”) have reached the following agreement with respect to enforcement of the award through equal negotiations for mutual observance and performance:

Article 1

The Parties have no objection to the result of the arbitration, and they all agree that Party A has the following creditor’s rights to Party B, Party C and Party D according to such result:

1. Loan

1.1 Principal: RMB55, 885, 080.65;

1.2 Fund occupation cost: RMB8, 833, 448.22 (from March 10, 2015 to December 10, 2015 at annual interest rate of 21%);

2. Equity transfer price

2.1 Principal: RMB82, 000,000;

2.2 Fund occupation cost: RMB 4, 373, 333.33(from September 21, 2014 to December 31, 2014);

2.3 Fund occupation cost: RMB16, 247, 903.23 (from January 1, 2015 to December 10, 2015 at annual interest rate of 21%);

3 Attorney fee: RMB 500, 000.

4 Arbitration fee: RMB 890.904.7

The Parties acknowledge the said debts are RMB168, 730, 670.13 in total.

Article 2

Party A agrees that all the debts determined in the result of the arbitration will be discharged by Party B. If Party B could discharge the debts prior to December 10, 2015, Party A agrees to reduces the debt by RMB13,845,589.48 (including attorney fee of RMB500,000, arbitration cost of RMB890.904.7 and fund occupation cost of RMB12,454.684.78), that is to say, the total amount payable by Party B is RMB154,885,080.65, and Party B shall remit all the amounts to the following account of Party A prior to December 10, 2015:

Opening bank: China Construction Bank Beijing Fuxing Branch;

Account name: Fortune (Beijing) Huiying Investment Consultation Co., Ltd.;

Account number: 11001046500053004058

Article 3

If Party B fully repaid the above debt within the agreed time limit, Party A shall, within 5 working days upon receipt of full repayment, coordinate with Party B in discharging all securities created for the said debt, and the result of the arbitration shall be deemed as have been enforced without objections by any party.

Article 4

In the event that Party B fails to fully repaid the said debts within the agreed time limit set forth herein, Party A’s undertaking of debt reduction will become invalid immediately, in which case Party A has the right to initiate award enforcement procedures and has the right of indemnity of all creditor’s rights, and Party B, Party C and Party D shall bear the relevant legal liabilities according to result of the arbitration.

Article 5

This agreement represents the consensus reached by the Parties in order to promote enforcement of the award, and shall not be deemed as replacement or alteration of the arbitration.

Article 6

This agreement is made in quadruplicate, with each Party holding one copy. This agreement shall come into force immediately after being signed or affixed with seals by each Party. Each of those copies shall have the same legal effect.

(Intentionally left blank below)

Party A (seal):

Authorized signatory:

Date: December 9, 2015

Party B (seal):

Authorized signatory:

Date: December 9, 2015

Party C (seal):

Authorized signatory:

Date: December 9, 2015

Party D (seal):

Authorized signatory:

Date: December 9, 2015

Exhibit 4.119

Reorganization Framework Agreement

May 2015

Table of contents

Article 1 Reorganization scheme	4
1.1 Termination of VIE agreement	4
1.2 Arrangement for variation in equity Financial Sector holds in Cowboy Network	4
1.3 Principle of reorganization	5
Article 2 Reorganization steps and closing	5
2.1 Execution of relevant implementation documents	5
2.2 Performing variation registration procedures	5
Article 3 Confidentiality	5
Article 4 Breach of contract and liability	6
4.1 Breach of contract	6
4.2 Liability for breach of contract	6
Article 5 Governing law and settlement of dispute	6
5.1 Governing law	6
5.2. Settlement of dispute	6
Article 6 Supplementary provisions	6
6.1 Effect	6
6.2 Termination of agreement and legal consequence	7
6.3 Amendment	7
6.4 Counterpart	7
Exhibit 1 List of VIE Agreements	9

Reorganization Framework Agreement

This reorganization framework agreement (hereinafter referred to as the “Agreement”) was entered into by the following Parties (hereinafter referred to collectively as the “Parties” and individually as the “Party”) in Beijing on May 4, 2015:

（1）

China Finance Online Co., Ltd. (”Financial Sector”)

Authorized representative:

Residence：

(2) Danford (H.K.) limited (”Investor”)

Authorized representative:

Residence: Rooms 05-07, 37F, The Center, 99, Queen’s Road, Hong Kong

(3) Dongjin Investment Co., Ltd. (”Cayman Company” or “Dongjin Investment”)

Authorized representative:

Residence: P.O. Box 613 GT, 4 ^TH Floor Harbour Centre, George Town, Grand Cayman K Y 1-1107, Cayman Islands

(4) Beijing Cairuitong Technology Co., Ltd. (”WFOE” or “CRT”)

Legal representative: Ma Yong

Residence: Room 401, Building 1, Courtyard 1, Shangdi Road East, Haidian District, Beijing

(5) Caifu Xinying Technology (Beijing) Co., Ltd. (”Domestic-funded Company” or “CFXY”)

Legal representative: Ma Yong

Residence: Room 1108, Building 29, Courtyard 9, An’ning Zhuang Road West, Haidian District, Beijing

(6) Beijing Cowboy Network Technology Co., Ltd. (”Cowboy Network”)

Legal representative: Lu Yuxun

Residence: Room1702, 17F, 28, Beisanhuan Road East, Chaoyang District, Beijing

(7) Ma Yong

ID card number:

Residence：

(8) Wang Yongzhe

ID card number:

Residence:

WHEREAS:

(1) Dongjing Investment is a limited company incorporated and validly existing under laws of Cayman, which, through Dongjing Investment Service Limited, one of its subsidiaries in Hong Kong, incorporates CRT, a wholly-funded subsidiary of Dongjing Investment in Beijing; CRT and CFXY and its shareholders (Ma Yong and Wang Yongzhe) have entered into a series of control agreements set out in the Exhibit 1 (collectively referred to as the “VIE Agreement”). Cayman Company realizes its control over agreements of CFXY through arrangements made in such VIE agreement. Cowboy Network is a subsidiary in which CFXY holds 90% equity;

(2) Investor, a wholly-funded subsidiary indirectly controlled by the Financial Sector, acquired shares of Cayman Company in January 2013, thus holding its 2% equity, thereby indirectly acquiring 1.8% equity of Cowboy Network. Besides, the Financial Sector holds 10% equity in Cowboy Network through Beijing Zhongcheng Futong Technology Co., Ltd. (”ZCFT”);

(3) Cowboy Network intends to return red chip and seeks for listing and trading in domestic capital market of China (the “Reorganization”);

THEREFORE, the Parties, through friendly negotiations and based on true expression of intent, reached the following agreement for mutual observance with respect to matters related to variation in equity of Cowboy Network held by Financial Sector which are involved in this reorganization.

Article 1 Reorganization scheme

1.1 Termination of VIE agreement

1.1.1 Each Party acknowledges and agrees that all VIE agreements entered into between CRT and CFXY and its shareholders (Ma Yong and Wang Yongzhe) are terminated as of the date of this agreement.

1.1.2 As of the date of this agreement, neither Party will undertake any legal or contractual obligation thereunder to the other Party. Neither Party shall take any legal act against the other Party with respect to any matter arising out of or in connection with the VIE agreement.

1.2 Arrangement for variation in equity Financial Sector holds in Cowboy Network

1.2.1 The 1.8% equity the Financial Sector indirectly holds in Cowboy Network through the Investor will be held by ZCFT or any other entity designated by the Financial Sector. For this purpose, CFXY shall transfer the 1.8% equity it holds in Cowboy Network to the said transferee for a consideration of RMB 1.00.

1.2.2 The 1.8% equity the Financial Sector holds in Cowboy Network through the ZCFT will be held by Beijing Guorong Chengyuan Technology Co., Ltd. or any other entity designated by the Financial Sector.

1.2.3 The 5.00004% equity the Financial Sector holds in Cowboy Network through the ZCFT will be held by Caifuqicheng (Beijing) Technology Co., Ltd. or any other entity designated by the Financial Sector.

1.2.4 The 4.99996% equity the Financial Sector holds in Cowboy Network through the ZCFT will be held by Shenzhen Shangtong Software Co., Ltd. or any other entity designated by the Financial Sector.

1.3 Principle of reorganization

1.3.1 The Parties acknowledge and agree that reorganization arrangements hereunder represent agreement the Parties reach through equitable negotiations based on true expression of their own intents. The Parties undertake that they will do their own utmost efforts and will cause their affiliates to promote full implementation of reorganization target contemplated herein.

1.3.2 The Parties shall be responsible for coordination within transition period in principles of reliance on and responsible for each other to lay good foundation for their future development and cooperation.

Article 2 Reorganization steps and closing

2.1 Execution of relevant implementation documents

After this agreement is executed, the Parties will coordinate and will cause their affiliates involved in the reorganization to coordinate with each other to execute necessary implementation documents for the restructuring based on conditions and principles set forth herein within reasonable time as soon as practicable, including but not limited to (1) agreement for transfer of equity of Cowboy Network; (2) necessary resolution documents (resolution of shareholder’s meeting and resolution of board of directors).

2.2 Performing variation registration procedures

After the above relevant implementation documents are executed, the Parties and they will cause their affiliates involved in the reorganization to provide cooperation positively to perform registration procedures necessary for the change with respect to matters involved in the reorganization with competent governmental authority (including but not limited to authority for commercial & industrial administration) to realize the objective of reorganization set forth herein.

Article 3 Confidentiality

The Parties shall take appropriate actions to keep in strict confidence any information and date involved in formation and performance of this agreement, and either party, without written consent of the other party, shall not disclose information and data relating to cooperation (unless information is provided for professional organizations appointed with consent of the Parties and documents are submitted to governmental authority).The Parties shall cause their staff to keep in confidence their trade secret the staff obtains or knows during his or her performance of duty, and staff of either Party, without consent of the other Party, shall not use or disclose the said confidential information it obtains during his or her work other than the cooperation.

Article 4 Breach of contract and liability

4.1 Breach of contract

Failure of either Party or its affiliate involved in the reorganization to perform the whole or part of or to properly perform its obligations hereunder, or violation of any provision hereof by such Party or such affiliate constitute breach of contract (the breaching party referred to as “Defaulting Party”).

4.2 Liability for breach of contract

The defaulting party shall be liable for any and all actual direct losses, damages, costs or liabilities of other Parties due to the breach of contract. In the event that the fault is attributable to the Parties, each Party shall bear their own liability and loss on the basis of facts. For avoidance of ambiguity, the defaulting party in no event shall be liable to other Parties for any indirect or incidental loss or damage, and any loss of profit due to such breach.

Article 5 Governing law and settlement of dispute

5.1 Governing law

Conclusion, performance and interpretation of this agreement shall be governed by current laws and regulations of China.

5.2. Settlement of dispute

Any dispute and claim arising out of or in connection with interpretation, breach, termination and effect of this agreement shall be settled through friendly negotiations. Either Party shall commence its negotiations with respect to dispute with other Parties upon receipt of written request for negotiations from other Parties In the event that the dispute cannot be settled within thirty (30) days upon negotiations, either Party may submit the dispute to Beijing Arbitration Commission for arbitration under its rules in Beijing. Arbitration award is final and binding upon the Parties.

Article 6 Supplementary provisions

6.1 Effectiveness of agreement

6.1.1 This agreement comes into force from the date of its execution by legal representatives or authorized representatives of the Parties.

6.1.2 This agreement is intended to define consensus reached by the Parties and their relevant related parties in principle with respect to the transaction. The Parties and any other related party shall negotiate and execute exact legal documents in connection with the transaction in principles set forth herein.

6.1.3 Exact legal document executed by the Parties and related parties in future shall fall within the framework of principles set out herein. Any provision of any such exact legal document that violates this agreement shall be invalid.

6.2 Termination of agreement and legal consequence

6.2.1 This agreement may be terminated with consensus reached by the Parties.

6.2.2 Termination of any transaction document shall neither influence right or debt of either Party incurred or accumulated up to such termination, including accrued or accumulated debts to other Parties under such transaction document and applicable laws, or any claim against other Parties or Party to which such Party is entitled under such transaction document, nor influence any provision that survives from termination expressed or implied in such transaction document.

6.2.3 Article 3 (Confidentiality), Article 4 (Breach of contract and liability), Article 5 (Governing law and settlement of dispute), and this Article 6 (Supplementary provisions) hereof shall survive from termination of this agreement and any other transaction document and remain binding upon the Parties.

6.3 Amendment

Any amendment to, supplement to or alteration of this agreement shall be made in writing only, and shall not come into force and have binding effects until it is signed by authorized representatives of the Parties.

6.4 Counterpart

This agreement shall be made in octuplicate, with each Party holding one copy, each of which shall have the same legal effects.

(Intentionally left blank below)

(This page intentionally left blank and is execution page)

IN WITNESS WHEREOF, Duly authorized representatives of each Party have executed this agreement in the place and on the date on the first written.

China Finance Online Co., Ltd.

(Seal)

Authorized representative (signature):

Danford (H.K.) limited

(Seal)

Authorized representative (signature):

Dongjin Investment Co., Ltd. ( “Cayman Company” or “Dongjin Investment”)

(Seal)

Authorized representative (signature):

Beijing Cairuitong Technology Co., Ltd.

(Seal)

Legal representative (signature):

Caifu Xinying Technology (Beijing) Co., Ltd.

(Seal)

Legal representative (signature):

Beijing Cowboy Network Technology Co., Ltd. ( “Cowboy Network”)

(Seal)

Authorized representative (signature):

Ma Yong (signature):

Wang Yongzhe (signature):

Exhibit 1 List of VIE Agreements

Exhibit 4.120

Equity Transfer Agreement

This equity transfer agreement (the “Agreement”) is made in Beijing on May 25, 2015 by and between:

Transferor: Beijing Glory Technology Co., Ltd.

Address: Unit 1135, 10 Xuanwumenwai Street, Xuanwu District, Beijing

Transferee: Shanghai Zheshang Business Consultation Co., Ltd.

Address: Unit 104, Block 34, 58 South Baozhen Road, Baozhen Town, Chongming County, Shanghai

WHEREAS:

Beijing Cowboy Network Technology Co., Ltd. (the “Target”) is a limited liability company incorporated and validly existing under the laws of the People’s Republic of China. Registered capital of the Target is RMB5,000,000.

The Transferor holds 1.8% of equity in the Target, and it has fully paid its capital contribution in accordance with the laws.

The Transferor intends to assign all its 1.8% of equity in the Target to the Transferee.

Therefore, the Transferor and the Transferee have reached the following agreement through equal consultation:

Article 1 Subject of transfer

1.1 Under terms and conditions hereof, the Transferor agrees to assign to the Transferee, and the Transferee agrees to accept from the Transferor the equity held by the Transferor in the Target and represented by the registered capital of RMB90,000 the Transferor has fully paid (1.8% of total registered capital of the Target), and all rights and interests attached thereto (the “Shareholder’s equity”).

Article 2 Consideration for transfer and payment

2.1 Consideration for transfer: the Transferee shall pay RMB5,400,000 to the account designated by the Transferor (the “Consideration for Transfer”) in the consideration of the Transferor transferring the shareholder’s equity to the Transferee hereunder.

2.2 Payment method: the Transferee shall fully pay the consideration for transfer equal to RMB5,400,000 within 5 working days upon completion of registration of change in equity with the commercial & industrial authority.

Article 3 Closing of equity

3.1 For the purpose of this agreement, the term “completion date of equity transfer” shall mean the date on which change in equity of the Target is registered with the commercial & industrial authority (the “Completion Date”).As of the completion date, the Transferee shall undertake all rights and obligations of the Transferor to the Target covered by the assigned equity.

3.2 The Parties shall take all necessary acts to assist the Transferee and the Target in performing all necessary procedures for equity transfer until the completion date.

3.3 The Parties shall bear their own fees, taxes and duties incurred in connection with the equity transfer in accordance with the laws.

Article 4 Representations and warranty:

4.1 The Transferor hereby unconditionally and irrevocably represents and warrants to the Transferee as follows:

4.1.1 The Transferor is the legitimate and actual owner of the shareholder’s equity. The equity is free from any lien, pledge, claim, and any other security interest and any third-party right, and it is not bound by any prior right of shareholder (including but not limited to preemptive right or first refusal right).The Transferee will not be recovered by any third party upon its acceptance of the shareholder’s equity.

4.1.2 The Target is a limited company legally incorporated and validly existing under the laws of the PRC. Transfer of equity hereunder will not violate the articles of association of the Target.

4.1.3 Execution hereof and completion of transaction contemplated hereunder will neither cause the Transferor to violate, cancel or terminate any agreement it has entered into, nor constitute any event of breach under any agreement, undertaking or any other formal document.

4.1.4 Representations and warranties made by the Transferor hereunder, and expressions in connection with this transfer are true, accurate and complete and contain no any concealed or misleading information as of the date of this agreement.

4.2 The Transferee hereby unconditionally and irrevocably represents and warrants to the Transferor as follows:

4.2.2 Execution hereof and completion of transaction contemplated hereunder will neither cause the Transferee to violate, cancel or terminate any agreement it has entered into, nor constitute any event of breach under any agreement, undertaking or any other formal document;

4.2.2 Representations and warranties made by the Transferee hereunder, and expressions in connection with this transfer are true, accurate and complete and without any concealed or misleading information as of the date of this agreement.

Article 5 Notice

5.1 Any notice, request, demand and any other correspondence under or in connection with this agreement shall be made in writing. Any notice hereunder shall be sent by person, prepaid registered air, recognized express service provider or fax to address and/or number of each Party. Any such notice shall be deemed to be delivered as follows: (1) the date of delivery if such notice is given by person; (2) the seventh (7th) day after the date of deposit (stamp date) if such notice is sent by prepaid registered air; (3) the third (3rd) day after such notice is delivered to the recognized express provider if such notice is sent by express; and (4) the first working day after such notice is sent by fax.

Article 6 Liability for breach of contract

6.1 After this agreement is signed, if either Party violates or fails to perform any obligation hereunder, such Party shall bear liability for breach and shall be liable for any and all consequential economic losses of the other Party.

Article 7 Governing law

7.1 The conclusion, effects, interpretation and performance of this agreement and any dispute arising out of this agreement shall be governed by Chinese law.

7.2 If any provision of this agreement is held to be invalid or unenforceable under the relevant current laws and regulations, and such invalidity or unenforceability of such provision does not affect the remaining provisions hereof, the rest of provisions hereof shall remain be performed, and the Parties shall adjust such invalid or unenforceable provision under the relevant current laws and regulations so that such provision becomes valid provision and complies with principles and spirit reflected herein as far as possible.

Article 8 Coming into force, and settlement of dispute

8.1 This agreement shall become effective as of the signing date.

8.2 Any dispute between the Parties in connection with interpretation or performance of the relevant provision hereof shall be settled through friendly negotiations. If no written agreement is reached through negotiations, such dispute shall be submitted for arbitration hereunder, and the arbitration shall be final and exclusive. Unless expressly stated herein, either Party hereby expressly waives its right to bring any such dispute to court, and such waiver shall be irrevocable.

8.3 Any such dispute shall be submitted to China International Economical and Trade Arbitration Commission (the “Commission”) for arbitration in Beijing. Arbitration shall be performed under the arbitration rules then in force. Unless otherwise specified in the arbitration award, the losing party shall bear arbitration costs (including reasonable attorney fee and expenses).

Article 9 Supplementary provisions

9.1 Either Party’s failure to exercise or delay in exercising any right hereunder shall not be deemed as waiver of such right, and single or partial exercise of any right shall not influence exercise of such right in future.

9.2 Headings of provisions hereof are inserted for reference, and such headings in no event shall be used for or influence interpretation of provisions hereof.

9.3 Each Party hereto enters into this agreement for legal purpose. Any provision hereof is serviceable and separate from any other provision hereof. In the event that one or more provisions hereof is or are invalid, unlawful or unenforceable at any time, validity, legality or enforceability of the remaining provisions hereof shall not be consequentially influenced, and each Party shall do its utmost efforts to enter into a new provision to replace such invalid, unlawful or unenforceable provision to achieve the same commercial purpose of the original provision to the maximum extent.

9.4 This agreement shall be binding upon legal successor of each Party.

9.5 Any matter not mentioned herein shall be subject to negotiations between the Parties. Supplementary agreement shall be made in writing, and shall not be effective until it is signed and acknowledged by the Parties.

9.6 This agreement is made in quadruplicate, with each Party holding one copy, and the remaining two copies for performing the relevant legal procedures. Each copy shall have the same legal effects. (Intentionally left blank below)

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferor: Beijing Glory Technology Co., Ltd.

_______________ (Seal)

Transferee: Shanghai Zheshang Business Consultation Co., Ltd.

_______________ (Seal)

Exhibit 4.121

Equity Transfer Agreement

This equity transfer agreement (the “Agreement”) is made in Beijing on May 25, 2015 by and between:

Transferor: Fortune (Beijing) Qicheng Technology Co., Ltd.

Address: Unit 1135, 10 Xuanwumenwai Street, Xuanwu District, Beijing

Transferee: Beijing Leshi Excellence Investment Management Partnership.（limited partnership）

Address: No.19 ，Unit1708, 17F cloud modern Building，9 Manting Fangyuan Town ,Qing Yunli, Hai dian District, Beijing

WHEREAS：

The Transferor holds 5.00004% of equity in the Target, and it has fully paid its capital contribution in accordance with the laws.

The Transferor intends to assign all its 0.00004% of equity in the Target to the Transferee.

Therefore, the Transferor and the Transferee have reached the following agreement through equal consultation:

Article 1 Subject of transfer

1.1 Under terms and conditions hereof, the Transferor agrees to assign to the Transferee, and the Transferee agrees to accept from the Transferor the equity held by the Transferor in the Target and represented by the registered capital of RMB 2 the Transferor has fully paid (0.00004% of total registered capital of the Target), and all rights and interests attached thereto (the “Shareholder’s equity”).

Article 2 Consideration for transfer and payment

2.1 Consideration for transfer: the Transferee shall pay RMB120 to the account designated by the Transferor (the “Consideration for Transfer”) in the consideration of the Transferor transferring the shareholder’s equity to the Transferee hereunder.

2.2 Payment method: the Transferee shall fully pay the consideration for transfer equal to RMB120 within 5 working days upon completion of registration of change in equity with the commercial & industrial authority.

Article 3 Closing of equity

3.2 The Parties shall take all necessary acts to assist the Transferee and the Target in performing all necessary procedures for equity transfer until the completion date.

3.3 The Parties shall bear their own fees, taxes and duties incurred in connection with the equity transfer in accordance with the laws.

Article 4 Representations and warranty:

4.1 The Transferor hereby unconditionally and irrevocably represents and warrants to the Transferee as follows:

4.1.2 The Target is a limited company legally incorporated and validly existing under the laws of the PRC. Transfer of equity hereunder will not violate the articles of association of the Target.

4.2 The Transferee hereby unconditionally and irrevocably represents and warrants to the Transferor as follows:

Article 5 Notice

Article 6 Liability for breach of contract

Article 7 Governing law

7.1 The conclusion, effects, interpretation and performance of this agreement and any dispute arising out of this agreement shall be governed by Chinese law.

Article 8 Coming into force, and settlement of dispute

8.1 This agreement shall become effective as of the signing date.

Article 9 Supplementary provisions

9.2 Headings of provisions hereof are inserted for reference, and such headings in no event shall be used for or influence interpretation of provisions hereof.

9.3 Each Party hereto enters into this agreement for legal purpose. Any provision hereof is severable and separate from any other provision hereof. In the event that one or more provisions hereof is or are invalid, unlawful or unenforceable at any time, validity, legality or enforceability of the remaining provisions hereof shall not be consequentially influenced, and each Party shall do its utmost efforts to enter into a new provision to replace such invalid, unlawful or unenforceable provision to achieve the same commercial purpose of the original provision to the maximum extent.

9.4 This agreement shall be binding upon legal successor of each Party.

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferor: Fortune (Beijing) Qicheng Technology Co., Ltd.

_______________ (Seal)

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferee: Beijing Le Shi Excellence Investment Management Partnership.（limited partnership）

_______________ (Seal)

Exhibit 4.122

Equity Transfer Agreement

This equity transfer agreement (the “Agreement”) is made in Beijing on May 25, 2015 by and between:

Transferor: Fortune (Beijing) Qicheng Technology Co., Ltd.

Address: Unit 1135, 10 Xuanwumenwai Street, Xuanwu District, Beijing

Transferee: Shanghai Ever Bright Yan Ze Venture Capital Enterprise（limited partnership）

Address: Suit 147, M Zone, 1st Floor of Building 3, No. 7 Xiayi Industry Section, Qinpu District Industry Park, Shanghai

WHEREAS：

The Transferor holds 5.00004% of equity in the Target, and it has fully paid its capital contribution in accordance with the laws.

The Transferor intends to assign all its 2% of equity in the Target to the Transferee.

Therefore, the Transferor and the Transferee have reached the following agreement through equal consultation:

Article 1 Subject of transfer

1.1 Under terms and conditions hereof, the Transferor agrees to assign to the Transferee, and the Transferee agrees to accept from the Transferor the equity held by the Transferor in the Target and represented by the registered capital of RMB100,000 the Transferor has fully paid (2% of total registered capital of the Target), and all rights and interests attached thereto (the “Shareholder’s equity”).

Article 2 Consideration for transfer and payment

2.1 Consideration for transfer: the Transferee shall pay RMB6,000,000 to the account designated by the Transferor (the “Consideration for Transfer”) in the consideration of the Transferor transferring the shareholder’s equity to the Transferee hereunder.

2.2 Payment method: the Transferee shall pay the 60% of the consideration for transfer within 10 working days upon this agreement takes effect , that is 3,600,000;the remaining 40% ,that is 2,400,000 shall be paid within 2 days upon completion of registration of change in equity with the commercial & industrial authority.

2.3 Receivable Bank account :

Beijing Riches Qi Cheng Technology Co., Ltd.

Bank: China Construction Bank Beijing Branch Fuxin Sub-branch

Bank account No.: 11001046500053004041

Article 3 Closing of equity

3.2 The Parties shall take all necessary acts to assist the Transferee and the Target in performing all necessary procedures for equity transfer until the completion date.

3.3 The Parties shall bear their own fees, taxes and duties incurred in connection with the equity transfer in accordance with the laws.

Article 4 Representations and warranty:

4.1 The Transferor hereby unconditionally and irrevocably represents and warrants to the Transferee as follows:

4.1.2 The Target is a limited company legally incorporated and validly existing under the laws of the PRC. Transfer of equity hereunder will not violate the articles of association of the Target.

4.2 The Transferee hereby unconditionally and irrevocably represents and warrants to the Transferor as follows:

4.2.1 Execution hereof and completion of transaction contemplated hereunder will neither cause the Transferee to violate, cancel or terminate any agreement it has entered into, nor constitute any event of breach under any agreement, undertaking or any other formal document;

Article 5 Notice

Article 6 Liability for breach of contract

Article 7 Governing law

7.1 The conclusion, effects, interpretation and performance of this agreement and any dispute arising out of this agreement shall be governed by Chinese law.

Article 8 Coming into force, and settlement of dispute

8.1 This agreement shall become effective as of the signing date.

Article 9 Supplementary provisions

9.2 Headings of provisions hereof are inserted for reference, and such headings in no event shall be used for or influence interpretation of provisions hereof.

9.4 This agreement shall be binding upon legal successor of each Party.

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferor: Fortune (Beijing) Qicheng Technology Co., Ltd.

_______________ (Seal)

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferee: Shanghai Ever Bright Yan Ze Venture Capital Enterprise（limited partnership）

_______________ (Seal)

Equity Transfer Agreement

This equity transfer agreement (the “Agreement”) is made in Beijing on May 20, 2015 by and between:

Transferor: Beijing Riches Qi Cheng Technology Co., Ltd.

Address: Unit 1135, 10 Xuanwumenwai Street, Xuanwu District, Beijing

Transferee: Shanghai Ever Bright Yan Ze Investment Co., Ltd.（limited partnership）

Address: Suit 147, M Zone, 1st Floor of Building 3, No. 7 Xiayi Industry Section, Qinpu District Industry Park, Shanghai

WHEREAS：

1 Beijing Cowboy Network Technology Co., Ltd. (the “Target”) is a limited liability company incorporated and validly existing under the laws of the People’s Republic of China. Registered capital of the Target is RMB5,000,000.

2 The Transferor holds 5.00004% of equity in the Target, and it has fully paid its capital contribution in accordance with the laws.

3 The Transferor intends to assign all its 2% of equity in the Target to the Transferee.

Therefore, the Transferor and the Transferee have reached the following agreement through equal consultation:

Article 1 Subject of transfer

1.1 Under terms and conditions hereof, the Transferor agrees to assign to the Transferee, and the Transferee agrees to accept from the Transferor the equity held by the Transferor in the Target and represented by the registered capital of RMB100,000 the Transferor has fully paid (2% of total registered capital of the Target), and all rights and interests attached thereto (the “Shareholder’s equity”).

Article 2 Consideration for transfer and payment

2.2 Payment method: the Transferee shall pay the 60% of the consideration for transfer within 10 working days upon this agreement takes effect, that is 3,600,000;the remaining 40% ,that is 2,400,000 shall be paied within 2 days upon completion of registration of change in equity with the commercial & industrial authority.

2.3 Receivable Bank account :

Beijing Riches Qi Cheng Technology Co., Ltd.

Bank: China Construction Bank Beijing Branch Fuxin Sub-branch

Bank account No.: 11001046500053004041

Article 3 Closing of equity

3.2 The Parties shall take all necessary acts to assist the Transferee and the Target in performing all necessary procedures for equity transfer until the completion date.

3.3 The Parties shall bear their own fees, taxes and duties incurred in connection with the equity transfer in accordance with the laws.

Article 4 Representations and warranty:

4.1 The Transferor hereby unconditionally and irrevocably represents and warrants to the Transferee as follows:

4.1.2 The Target is a limited company legally incorporated and validly existing under the laws of the PRC. Transfer of equity hereunder will not violate the articles of association of the Target.

4.2 The Transferee hereby unconditionally and irrevocably represents and warrants to the Transferor as follows:

Article 5 Notice

Article 6 Liability for breach of contract

Article 7 Governing law

7.1 The conclusion, effects, interpretation and performance of this agreement and any dispute arising out of this agreement shall be governed by Chinese law.

far as possible.

Article 8 Coming into force, and settlement of dispute

8.1 This agreement shall become effective as of the signing date.

Article 9 Supplementary provisions

9.2 Headings of provisions hereof are inserted for reference, and such headings in no event shall be used for or influence interpretation of provisions hereof.

9.4 This agreement shall be binding upon legal successor of each Party.

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferor: Beijing Riches Qi Cheng Technology Co., Ltd.

_______________ (Seal)

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferee: Shanghai Ever Bright Yan Ze Investment Co., Ltd.（limited partnership）

_______________ (Seal)

Equity Transfer Agreement

This equity transfer agreement (the “Agreement”) is made in Beijing on May 25, 2015 by and between:

Transferor: Beijing Riches Qi Cheng Technology Co., Ltd.

Address: Unit 1135, 10 Xuanwumenwai Street, Xuanwu District, Beijing

Transferee: Shanghai Ever Bright Yan Ze Investment Co., Ltd.（limited partnership）

Address: Suit 147, M Zone, 1st Floor of Building 3, No. 7 Xiayi Industry Section, Qinpu District Industry Park, Shanghai

WHEREAS：

2 The Transferor holds 5.00004% of equity in the Target, and it has fully paid its capital contribution in accordance with the laws.

3 The Transferor intends to assign all its 1% of equity in the Target to the Transferee.

Therefore, the Transferor and the Transferee have reached the following agreement through equal consultation:

Article 1 Subject of transfer

1.1 Under terms and conditions hereof, the Transferor agrees to assign to the Transferee, and the Transferee agrees to accept from the Transferor the equity held by the Transferor in the Target and represented by the registered capital of RMB50,000 the Transferor has fully paid (1% of total registered capital of the Target), and all rights and interests attached thereto (the “Shareholder’s equity”).

Article 2 Consideration for transfer and payment

2.1 Consideration for transfer: the Transferee shall pay RMB3,000,000 to the account designated by the Transferor (the “Consideration for Transfer”) in the consideration of the Transferor transferring the shareholder’s equity to the Transferee hereunder.

2.2 Payment method: the Transferee shall pay the 60% of the consideration for transfer within 10 working days upon this agreement takes effect , that is RMB1,800,000; the remaining 40% ,that is RMB 1,200,000 shall be paid within 2 days upon completion of registration of change in equity with the commercial & industrial authority.

2.3 Receivable Bank account :

Beijing Riches Qi Cheng Technology Co., Ltd.

Bank: China Construction Bank Beijing Branch Fuxin Sub-branch

Bank account No.: 11001046500053004041

Article 3 Closing of equity

3.2 The Parties shall take all necessary acts to assist the Transferee and the Target in performing all necessary procedures for equity transfer until the completion date.

3.3 The Parties shall bear their own fees, taxes and duties incurred in connection with the equity transfer in accordance with the laws.

Article 4 Representations and warranty:

4.1 The Transferor hereby unconditionally and irrevocably represents and warrants to the Transferee as follows:

4.1.2 The Target is a limited company legally incorporated and validly existing under the laws of the PRC. Transfer of equity hereunder will not violate the articles of association of the Target.

4.2 The Transferee hereby unconditionally and irrevocably represents and warrants to the Transferor as follows:

Article 5 Notice

Article 6 Liability for breach of contract

Article 7 Governing law

7.1 The conclusion, effects, interpretation and performance of this agreement and any dispute arising out of this agreement shall be governed by Chinese law.

far as possible.

Article 8 Coming into force, and settlement of dispute

8.1 This agreement shall become effective as of the signing date.

Article 9 Supplementary provisions

9.2 Headings of provisions hereof are inserted for reference, and such headings in no event shall be used for or influence interpretation of provisions hereof.

9.4 This agreement shall be binding upon legal successor of each Party.

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferor: Beijing Riches Qi Cheng Technology Co., Ltd.

_______________ (Seal)

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferee: Shanghai Ever Bright Yan Ze Investment Co., Ltd.（limited partnership）

_______________ (Seal)

Exhibit 4.123

Equity Transfer Agreement

This equity transfer agreement (the “Agreement”) is made in Beijing on May15, 2015 by and between:

Transferor: Shenzhen Shangtong Software Co., Ltd.

Address: Suit 1009, 10F 4 Building Saige Science and Technology Park, Huaqiang North Road Futian District, Shenzhen

Transferee: Shanghai Ever Bright Fu Yi Venture Capital Enterprise (limited partnership)

Address: Suit 147, M Zone, 1st Floor of Building 3, No. 7 Xiayi Industry Section, Qinpu District Industry Park, Shanghai

WHEREAS：

The Transferor holds 4.99996% of equity in the Target, and it has fully paid its capital contribution in accordance with the laws.

The Transferor intends to assign all its 2% of equity in the Target to the Transferee.

Therefore, the Transferor and the Transferee have reached the following agreement through equal consultation:

Article 1 Subject of transfer

1.1 Under terms and conditions hereof, the Transferor agrees to assign to the Transferee, and the Transferee agrees to accept from the Transferor the equity held by the Transferor in the Target and represented by the registered capital of RMB100,000 the Transferor has fully paid (2% of total registered capital of the Target), and all rights and interests attached thereto (the “Shareholder’s equity”).

Article 2 Consideration for transfer and payment

2.3 Receivable Bank account :

Shenzhen Shang Tong software Co., Ltd..

Bank: China Bank Shenzhen Branch Bakualing Sub-branch

Bank account No.: 749757936474

Closing of equity

3.2 The Parties shall take all necessary acts to assist the Transferee and the Target in performing all necessary procedures for equity transfer until the completion date.

3.3 The Parties shall bear their own fees, taxes and duties incurred in connection with the equity transfer in accordance with the laws.

Article 3 Representations and warranty:

4.1 The Transferor hereby unconditionally and irrevocably represents and warrants to the Transferee as follows:

4.1.2 The Target is a limited company legally incorporated and validly existing under the laws of the PRC. Transfer of equity hereunder will not violate the articles of association of the Target.

4.2 The Transferee hereby unconditionally and irrevocably represents and warrants to the Transferor as follows:

Article 5 Notice

Article 6 Liability for breach of contract

Article 7 Governing law

7.1 The conclusion, effects, interpretation and performance of this agreement and any dispute arising out of this agreement shall be governed by Chinese law.

Article 8 Coming into force, and settlement of dispute

8.1 This agreement shall become effective as of the signing date.

Article 9 Supplementary provisions

9.2 Headings of provisions hereof are inserted for reference, and such headings in no event shall be used for or influence interpretation of provisions hereof.

9.4 This agreement shall be binding upon legal successor of each Party.

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferor: Shenzhen Shang Tong software Co., Ltd

_______________ (Seal)

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferee: Shanghai Ever Bright Fu Yi Venture Capital Enterprise (limited partnership)

_______________ (Seal)

Equity Transfer Agreement

This equity transfer agreement (the “Agreement”) is made in Beijing on May 25, 2015 by and between:

Transferor: Shenzhen Shang Tong software Co., Ltd.

Address: Suit 1009, 10F 4 Building Saige Science and Technology Park, Huaqiang North Road Futian District, Shenzhen

Transferee: Shanghai Ever Bright Fu Yi Investment Co., Ltd.（limited partnership）

Address: Suit 147, M Zone, 1st Floor of Building 3, No. 7 Xiayi Industry Section, Qinpu District Industry Park, Shanghai

WHEREAS：

The Transferor holds 4.99996% of equity in the Target, and it has fully paid its capital contribution in accordance with the laws.

The Transferor intends to assign all its 0.5% of equity in the Target to the Transferee.

Therefore, the Transferor and the Transferee have reached the following agreement through equal consultation:

Article 1 Subject of transfer

1.1 Under terms and conditions hereof, the Transferor agrees to assign to the Transferee, and the Transferee agrees to accept from the Transferor the equity held by the Transferor in the Target and represented by the registered capital of RMB25,000 the Transferor has fully paid (0.5% of total registered capital of the Target), and all rights and interests attached thereto (the “Shareholder’s equity”).

Article 2 Consideration for transfer and payment

2.1 Consideration for transfer: the Transferee shall pay RMB1,500,000 to the account designated by the Transferor (the “Consideration for Transfer”) in the consideration of the Transferor transferring the shareholder’s equity to the Transferee hereunder.

2.2 Payment method: the Transferee shall pay the 60% of the consideration for transfer within 10 working days upon this agreement takes effect , that is RMB900,000; the remaining 40% ,that is RMB600,000 shall be paid within 2 days upon completion of registration of change in equity with the commercial & industrial authority.

2.3 Receivable Bank account :

Shenzhen Shang Tong software Co., Ltd..

Bank: China Bank Shenzhen Branch Bakualing Sub-branch

Bank account No.: 749757936474

Article 3 Closing of equity

3.2 The Parties shall take all necessary acts to assist the Transferee and the Target in performing all necessary procedures for equity transfer until the completion date.

3.3 The Parties shall bear their own fees, taxes and duties incurred in connection with the equity transfer in accordance with the laws.

Article 4 Representations and warranty

4.1 The Transferor hereby unconditionally and irrevocably represents and warrants to the Transferee as follows:

4.1.2 The Target is a limited company legally incorporated and validly existing under the laws of the PRC. Transfer of equity hereunder will not violate the articles of association of the Target.

4.2 The Transferee hereby unconditionally and irrevocably represents and warrants to the Transferor as follows:

Article 5 Notice

Article 6 Liability for breach of contract

Article 7 Governing law

7.1 The conclusion, effects, interpretation and performance of this agreement and any dispute arising out of this agreement shall be governed by Chinese law.

Article 8 Coming into force, and settlement of dispute

8.1 This agreement shall become effective as of the signing date.

Article 9 Supplementary provisions

9.2 Headings of provisions hereof are inserted for reference, and such headings in no event shall be used for or influence interpretation of provisions hereof.

9.4 This agreement shall be binding upon legal successor of each Party.

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferor: Shenzhen Shang Tong software Co., Ltd

_______________ (Seal)

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferee: Shanghai Ever Bright Fu Yi Investment Co., Ltd.（limited partnership）.

_______________ (Seal)

Equity Transfer Agreement

This equity transfer agreement (the “Agreement”) is made in Beijing on May 25, 2015 by and between:

Transferor: Shenzhen Shang Tong software Co., Ltd.

Address: Suit 1009, 10F 4 Building Saige Science and Technology Park, Huaqiang North Road Futian District, Shenzhen

Transferee: Wang Xiaoming

Address: Suit 602, No.6, 99 alley , 677Wu Zhong Road, Minghang District, Shanghai

WHEREAS：

The Transferor holds 4.99996% of equity in the Target, and it has fully paid its capital contribution in accordance with the laws.

The Transferor intends to assign all its 0.5% of equity in the Target to the Transferee.

Therefore, the Transferor and the Transferee have reached the following agreement through equal consultation:

Article 1 Subject of transfer

1.1 Under terms and conditions hereof, the Transferor agrees to assign to the Transferee, and the Transferee agrees to accept from the Transferor the equity held by the Transferor in the Target and represented by the registered capital of RMB25,000 the Transferor has fully paid (0.5% of total registered capital of the Target), and all rights and interests attached thereto (the “Shareholder’s equity”).

Article 2 Consideration for transfer and payment

2.2 Payment method: the Transferee shall pay the 60% of the consideration for transfer within 10 working days upon this agreement takes effect , that is 900,000; the remaining 40% ,that is 600,000 shall be paid within 2 days upon completion of registration of change in equity with the commercial & industrial authority.

2.3 Receivable Bank account :

Shenzhen Shang Tong software Co., Ltd..

Bank: China Bank Shenzhen Branch Bakualing Sub-branch

Bank account No.: 749757936474

Article 3 Closing of equity

3.2 The Parties shall take all necessary acts to assist the Transferee and the Target in performing all necessary procedures for equity transfer until the completion date.

3.3 The Parties shall bear their own fees, taxes and duties incurred in connection with the equity transfer in accordance with the laws.

Article 4 Representations and warranty:

4.1 The Transferor hereby unconditionally and irrevocably represents and warrants to the Transferee as follows:

4.1.2 The Target is a limited company legally incorporated and validly existing under the laws of the PRC. Transfer of equity hereunder will not violate the articles of association of the Target.

4.2 The Transferee hereby unconditionally and irrevocably represents and warrants to the Transferor as follows:

Article 5 Notice

Article 6 Liability for breach of contract

Article 7 Governing law

7.1 The conclusion, effects, interpretation and performance of this agreement and any dispute arising out of this agreement shall be governed by Chinese law.

Article 8 Coming into force, and settlement of dispute

8.1 This agreement shall become effective as of the signing date.

Article 9 Supplementary provisions

9.2 Headings of provisions hereof are inserted for reference, and such headings in no event shall be used for or influence interpretation of provisions hereof.

9.4 This agreement shall be binding upon legal successor of each Party.

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferor: Shenzhen Shang Tong software Co., Ltd

_______________ (Seal)

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferee: Wang Xiaoming

_______________ (Seal)

Exhibit 4.124

Equity Transfer Agreement

This equity transfer agreement (the “Agreement”) is made in Beijing on May 25, 2015 by and between:

Transferor: Shenzhen Shangtong software Co., Ltd.

Address: Suit 1009, 10F 4 Building Saige Science and Technology Park, Huaqiang North Road Futian District, Shenzhen

Transferee: Beijing Le Shi excellence investment management partnership.（limited partnership）

Address: No.19 ，Suit 1708, 17F cloud modern Building，9 Manting Fangyuan Town ,Qing Yun Li,Hai Dian District, Beijing

WHEREAS:

The Transferor holds 4.99996% of equity in the Target, and it has fully paid its capital contribution in accordance with the laws.

The Transferor intends to assign all its 1.99996% of equity in the Target to the Transferee.

Therefore, the Transferor and the Transferee have reached the following agreement through equal consultation:

Article 1 Subject of transfer

1.1 Under terms and conditions hereof, the Transferor agrees to assign to the Transferee, and the Transferee agrees to accept from the Transferor the equity held by the Transferor in the Target and represented by the registered capital of RMB99,998 the Transferor has fully paid (1.99996% of total registered capital of the Target), and all rights and interests attached thereto (the “Shareholder’s equity”).

Article 2 Consideration for transfer and payment

2.1 Consideration for transfer: the Transferee shall pay RMB5,999,880 to the account designated by the Transferor (the “Consideration for Transfer”) in the consideration of the Transferor transferring the shareholder’s equity to the Transferee hereunder.

2.2 Payment method: the Transferee shall fully pay the consideration for transfer equal to RMB5,999,880 within 5 working days upon completion of registration of change in equity with the commercial & industrial authority.

Article 3 Closing of equity

3.2 The Parties shall take all necessary acts to assist the Transferee and the Target in performing all necessary procedures for equity transfer until the completion date.

3.3 The Parties shall bear their own fees, taxes and duties incurred in connection with the equity transfer in accordance with the laws.

Article 4 Representations and warranty:

4.1 The Transferor hereby unconditionally and irrevocably represents and warrants to the Transferee as follows:

4.1.2 The Target is a limited company legally incorporated and validly existing under the laws of the PRC. Transfer of equity hereunder will not violate the articles of association of the Target.

4.2 The Transferee hereby unconditionally and irrevocably represents and warrants to the Transferor as follows:

Article 5 Notice

Article 6 Liability for breach of contract

Article 7 Governing law

7.1 The conclusion, effects, interpretation and performance of this agreement and any dispute arising out of this agreement shall be governed by Chinese law.

Article 8 Coming into force, and settlement of dispute

8.1 This agreement shall become effective as of the signing date.

Article 9 Supplementary provisions

9.2 Headings of provisions hereof are inserted for reference, and such headings in no event shall be used for or influence interpretation of provisions hereof.

9.4 This agreement shall be binding upon legal successor of each Party.

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferee: Beijing Le Shi excellence investment management partnership.（limited partnership）

_______________ (Seal)

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferor: Shenzhen Shangtong software Co., Ltd.

_______________ (Seal)

Exhibit 4.125

Equity Transfer Agreement

This equity transfer agreement (the “Agreement”) is made in Beijing on May 25, 2015 by and between:

Transferor: Shenzhen Shangtong software Co., Ltd.

Address: Suit 1009, 10F 4 Building Saige Science and Technology Park, Huaqiang North Road Futian District, Shenzhen

Transferee: Xiaoming Wang

Address: Suit 602, No.6, 99 alley , 677Wu Zhong Road, Minghang District, Shanghai

WHEREAS：

The Transferor holds 4.99996% of equity in the Target, and it has fully paid its capital contribution in accordance with the laws.

The Transferor intends to assign all its 0.5% of equity in the Target to the Transferee.

Therefore, the Transferor and the Transferee have reached the following agreement through equal consultation:

Article 1 Subject of transfer

1.1 Under terms and conditions hereof, the Transferor agrees to assign to the Transferee, and the Transferee agrees to accept from the Transferor the equity held by the Transferor in the Target and represented by the registered capital of RMB25,000 the Transferor has fully paid (0.5% of total registered capital of the Target), and all rights and interests attached thereto (the “Shareholder’s equity”).

Article 2 Consideration for transfer and payment

2.2 Payment method: the Transferee shall pay the 60% of the consideration for transfer within 2 working days upon this agreement takes effect , that is 900,000;the remaining 40% ,that is 600,000 shall be paid within 2 days upon completion of registration of change in equity with the commercial & industrial authority.

2.3 Receivable Bank account :

Shenzhen Shang Tong Software Co., Ltd..

Bank: China Bank Shenzhen Branch Bakualing Sub-branch

Bank account No.: 749757936474

Article 3 Closing of equity

3.2 The Parties shall take all necessary acts to assist the Transferee and the Target in performing all necessary procedures for equity transfer until the completion date.

3.3 The Parties shall bear their own fees, taxes and duties incurred in connection with the equity transfer in accordance with the laws.

Article 4 Representations and warranty:

4.1 The Transferor hereby unconditionally and irrevocably represents and warrants to the Transferee as follows:

4.1.2 The Target is a limited company legally incorporated and validly existing under the laws of the PRC. Transfer of equity hereunder will not violate the articles of association of the Target.

4.2 The Transferee hereby unconditionally and irrevocably represents and warrants to the Transferor as follows:

Article 5 Notice

Article 6 Liability for breach of contract

Article 7 Governing law

7.1 The conclusion, effects, interpretation and performance of this agreement and any dispute arising out of this agreement shall be governed by Chinese law.

Article 8 Coming into force, and settlement of dispute

8.1 This agreement shall become effective as of the signing date.

Article 9 Supplementary provisions

9.2 Headings of provisions hereof are inserted for reference, and such headings in no event shall be used for or influence interpretation of provisions hereof.

9.4 This agreement shall be binding upon legal successor of each Party.

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferor: Shenzhen Shangtong Software Co., Ltd.

_______________ (Seal)

(Execution page)

This agreement was executed by each party in Beijing on the date first above written.

Transferee: Xiaoming Wang

_______________ (Seal)

Exhibit 4.126

Framework Agreement

regarding reorganization and sale of businesses

related to Stockstar.com

December of 2015

Table of Contents

Article 1. Purchase Subject	7
1.1 Purchase Subject	7
1.2 Interests related to the Purchase Subject	8
Article 2. Purchase Consideration and Payment Arrangement	10
2.1 Purchase Consideration	10
2.2 Payment Arrangement of the Purchase Consideration	10
Article 3. Closing	12
3.1 Closing Date	12
3.2 Closing Condition	12
3.3 Closing Matters	13
3.4 Rights and Liabilities	14
3.5 Undertakings after the Closing	15
Article 4. Special Arrangement	16
4.1 Transitional Period Arrangement	16
4.2 Arrangement regarding Shanghai Security Assets	17
4.3 Arrangement regarding the remaining 10% equities of each of Shanghai Meining and CFO Securities Consulting	17
4.4 Taxes Burdens	18
4.5 Principle of Negotiation	18
Article 5. Confidentiality	19
Article 6. Breach and Liability	20
6.1 Breach of the Agreement	20
6.2 Material Breach of the Agreement	20
6.3 Liability	21
Article 7. Governing Law and Dispute Resolution	22
7.1 Governing Law	22
7.2 Dispute Resolution	23
Article 8. By-laws	24
8.1 Legal Force of the Agreement	24
8.2 Termination of the Agreement and Legal Consequences	24
8.3 Amendment of the Agreement	25
8.4 Counterpart	25
Exhibit 1 The Targeted Equity Structure of the Subject CompAnies	28

Framework Agreement

regarding reorganization and sale of businesses

related to Stockstar.com

This Framework Agreement regarding reorganization and sale of businesses related to Stockstar.com (“Agreement”) is entered into by the following parties as of December 11, 2015, in Beijing, China:

Seller :

(1)

China Finance Online Co., Ltd. (“CFO”), located at 13/F, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Central, Hong Kong, with authorized representative Zhao Zhiwei;

(2)

Tibet Fortune Jinyuan Network Technology Co., Ltd (“Tibet Company”), located at Unit 2#6-2, B district of No. 158 Sunshine New City, Jinzhu West Road, Lhasa, with legal representative Zhao Zhiwei,

(“CFO” and “Tibet Company”, collectively referred to as the “Sellers”)

Purchaser :

(1)

Shanghai EBI Ruotong Venture Capital Investment Enterprise (Limited Partnership)(“EBI Fund”), located at 1/F, Room 188, N district , #3 Building, No. 7 of Xiayi Industry Zone, Qinpu District Industry Park, Shanghai, with Business Executive Partner/ authorized legal representative Sun Yiyang/Shanghai EBI Investment Management Co., Ltd., ;

(2)

Shanghai EBI Capital Co., Ltd.(“EBI Investment”), located at 1/F, Room 176, B district, #3 Building, No. 7 of Xiayi Industry Zone, Qinpu District Industry Park, Shanghai, with legal representative Qiu Xiong

(“EBI Fund” and “EBI Investment”, collectively referred to as the “Purchasers”)

Subject Company :

(1)

Zhongcheng Futong Co., Ltd. (“Zhongcheng Futong”), located at Room 1128, No. 10 Xuanwumenwai Street, Xicheng District, Beijing, with legal representative Wang Jun;

(2)

Shanghai Fenxin Information Technology Co., Ltd. (“Shanghai Fenxin”), Located at 4/F Room 403-3, #8 Building, No. 58 of Buzhen South Road, Chongming County, Shanghai, with legal representative Shan Shan;

(3)

Shanghai Meining Computer Software Co., Ltd (“Shanghai Meining”), located at 4/F, #5 Building, No. 33 of Leshan Road, Xuhui District, Shanghai, with legal representative Zhao Zhiwei;

(4)

Shanghai Stockstar Securities Advisory and Investment Co., Ltd. (“CFO Securities Consulting”), located at Roon 301-B, #8 Building, No. 690 of Zhangjiang High Technology Industry Park, Shanghai, with legal representative Jiang Nan

(“Zhongcheng Futong, “Shanghai Fenxin”, “Shanghai Meining”, and “CFO Securities Consulting”, collectively referred to as the “Subject Companies”)

RECITALS

(1)

WHEREAS, CFO is an American company listed on NASDAQ, who indirectly controls Shanghai Meining and “CFO Securities Consulting” by its affiliates within Chinese Territory which also operate and manage the Website of Stockstar at (http://www.stockstar.com) and related businesses and assets (collectively referred to as the “Stockstar Businesses”);

(2)

WHEREAS, CFO is carrying out internal reorganization with respect to Stockstar Businesses, during the process of which 90% of the equities and interests of each of Shanghai Meining and CFO Securities Consulting (including their relative branches, businesses and assets with respect to Stockstar Businesses) will be transferred under the names of Shanghai Fenxin and Zhongcheng Futong which are wholly-owned subsidiaries of Tibet Company which is indirectly held by CFO, respectively, 90% of the equities of CFO Securities Consulting will be transferred under the name of Zhongcheng Futong, and 90% of the equities of Shanghai Meining will be transferred under the name of Shanghai Fenxin (collectively referred to as the “Stockstar Reorganization”). Before execution of this Agreement, Tibet Company, Shanghai Fenxin, Zhongcheng Futong, Shanghai Meining, CFO Securities Consulting and other relative companies has entered into a whole set of equities assignments agreement and the involved equity assignments under which are pending for registration of changes by industrial and commercial administration and approval/record by competent authorities;

(3)

WHEREAS, Tibet Company currently propose to sell the Subject Companies transferred to Shanghai Fenxin and Zhongcheng Futong upon the above mentioned Stockstar Reorganization by transferring the equities of Shanghai Fenxin and Zhongcheng Futong to EBI Fund which is a private equity investment fund incorporated and managed by EBI Investment; the Purchasers agree to purchase the Subject Companies subject to the terms and conditions of this Agreement. Upon completion of the mentioned purchase, EBI Fund will indirectly hold 90% of the equities and interests of each of Shanghai Meining and CFO Securities Consulting (including each of their relative branches, businesses and assets with respect to Stockstar Businesses) by wholly holding of Shanghai Fenxin and Zhongcheng Futong (“the Transaction”);

THEREFORE, in witness whereof, through friendly negotiation based on real intentions of each party, the parties entered into this Agreement with respect to the Transaction as follows:

Article 1. Purchase Subject

1.1

Purchase Subject

The Sellers and the Purchasers hereby agree that for the purpose of furtherance of the purchase of Stockstar businesses mentioned in Recitals, based on the equity structure of the Subject Companies upon the completion of reorganization of Stochstar, Tibet Company shall transfer 21 million registered capital of Shanghai Fenxin which is 100% amount of its company registered capital, and 32 million registered capital of Zhongcheng Futong which is 100% amount of its company registered capital, both of which held by Tibet Company, along with respective equities and all rights, obligations and liabilities pertained thereto (collectively referred to as the “Purchase Subject”), to the fullest extent, to EBI Fund subject to the terms and conditions of this Agreement, and EBI Fund agrees to purchase the Purchase Subject subject to the agreed price and conditions under this Agreement.

1.2

Interests related to the Purchase Subject

Upon completion of this Transaction, by holding Shanghai Fenxin and Zhongcheng Futong, EBI Fund will indirectly hold the following:

(1)

90% of the equities and interests and their respective branches of each of Shanghai Meining and CFO Securities Consulting;

(2)

Stockstar Businesses and Stockstar Businesses related assets, including but not limited to, Stockstar Website (http://www.stockstar.com) and its domain name, security investment and consultation business authorization certificate (ref no.: zx0069), China value-added telecommunications business license(ref no.: Shanghai B2-20100044), China value-added telecommunications business license(ref no.: Shanghai B2-20040014) and trademark properties with respect to “Stockstar” in Chinese characters (“证券之星”and “证星”), as set out in Exhibit 3 attached herewith in the key assets list related to Stockstar Businesses.

(3)

Stockstar Businesses related key personals. The Sellers agrees to transfer Stockstar Businesses related key personals (as set out in Exhibit 4 in the key personal lists) to the fullest extent to the Subject Companies or keep their respective positions in the Subject Companies, and complete the execution, renewal or alteration of the employ agreement with the key personals before the closing date. The salaries, benefits, social security charges, public housing fund and other remunerations such personal may obtain shall not be lower than which such personal could have obtained before the closing date.

For avoidance of doubt, the 5% equity of Shanghai Stockstar Fortune Management Co., Ltd( “Shanghai Security Fortune”) held by Shanghai Meining does not fall in the scope governed by this Transaction, which shall be divested during the process of the reorganization of Stockstar. The chart of the targeted equity structure of the Subject Companies upon completion of this Transaction is set out in Exhibit 2 attached herewith.

Article 2. Purchase Consideration and Payment Arrangement

2.1 Purchase Consideration

The parties acknowledge that, the purchase consideration with respect to this Transaction shall be RMB200 million (two hundred million)(“Purchase Consideration”), which shall be the full consideration for the Purchasers’ acquiring of the purchase subject and the interests mentioned in Article1.2 hereunder, of which, 60 million as consideration for acquiring of Zhongcheng Futong and CFO Securities Consulting, and 140 million as consideration for acquiring of Shanghai Fenxin and Shanghai Meining.

2.2 Payment Arrangement of the Purchase Consideration

The parties acknowledge that, the Purchasers will pay for the Purchase Consideration by three payments subject to this Article 2.2 to the account set out in this provision or other accounts as designated by Tibet Company:

(1)

The first payment: the Purchasers shall pay for 15% of the Purchase Consideration, which is amount to RMB 30 million (thirty million) to Tibet Company as the first payment within five (5) days upon the execution of this Agreement (the “First Payment”).

(2)

The second payment: the Purchasers shall pay for 25% of the Purchase Consideration, which is amount to RMB 50 million (fifty million) to Tibet Company as the second payment on or before December 31, 2015 upon the completion of registration of changes by industrial and commercial administration regarding Zhongcheng Futong as subscribed by Article 3.3(1) hereof (the “Second Payment”).

(3)

The last payment: the Purchasers shall pay up the remaining Purchase Consideration, which is amount to RMB 120 million (one hundred and twenty million) to Tibet Company within three(3) days upon completions of registration of changes by industrial and commercial administration regarding Shanghai Fenxin, Shanghai Meining and CFO Securities Consulting respectively (the “Last Payment”).

The designated account for receiving the payments of Tibet Company is as follows:

The Bank Account: China Construction Bank Co., Ltd. Beijing Railway Branch Sales Department

Account No.: 11001013900053023453

Account Holder: Beijing Zhongjin Jiade Technology Co., Ltd.

Article 3. Closing

3.1 Closing Date

The parties acknowledge that the closing date of this Transaction shall be December 31, 2015 (the “Closing Date”).

3.2 Closing Condition

The completion of Closing Matters by the Sellers under Article 3.3 hereof shall be deemed accomplished with fulfillment of each and every condition set forth in this Article 3.2 as follows:

(1)

This Agreement as true, effective, complete and binding agreement has been duly executed by the parties or its respective authorized representative;

(2)

The parties has carried out all necessary internal approval proceedings with respect to this Transaction, including but not limited to obtaining resolution passed by the board of directors and/or meeting of shareholders/determination by the meeting of shareholders with regard to approval of this Transaction and consent to sign and execute all related transaction documents;

(3)

The Purchasers has paid the first payment to Tibet Company subject to Article 2.2(1) hereof.

3.3 Closing Matters

Subject to the fulfillment of the all closing conditions set forth in Article 2.2 and 3.2, the parties will complete the closing with regarding the following Matters (the “Closing Matters”) on or before the Closing Date:

(1)

The Sellers shall proactively assist the Purchaser to carry on the procedure of Industrial and Commercial Registration of Changes which is necessary for transferring the businesses of Zhongcheng Futong under the name of EBI Fund (“ICRC of Zhongcheng Futong”) ;

(2)

Delivery of operation and management rights: the Sellers shall deliver the operation and management rights to the Purchasers;

(3)

Delivery of assets: the Sellers shall deliver the key assets related to the Stockstar Businesses to the fullest extent to the Purchasers for their control;

(4)

Alternation of officers: the Purchasers shall be entitled to assign or employ officers (provided that for the purpose of furtherance the reorganization of Stockstar, the board of directors and officers of Shanghai Meining and CFO Securities Consulting shall continue to take position and perform their respective duties in the Subject Company, and hold liable to for sustaining the ordinary course of operation of the Subject Company until March 31, 2016).

3.4 Rights and Liabilities

As of the Closing Date, the rights enjoyed by the Sellers with respect to the Purchase Subject under Article 1.1 hereof and the related rights of Purchase Subject under Article 1.2 hereof shall be transferred to the Purchaser. Any obligations or liabilities existing or incurring upon the mentioned equity and interests before the closing date, or any obligations or liabilities existing or incurring after the Closing Date arising out of or from any facts or circumstances existing or incurred before the Closing Date shall be borne by the Sellers. The Purchasers shall be held liable to any liabilities or obligations arising out of or from any facts or circumstances existing or incurred after the Closing Date.

3.5 Undertakings after the Closing

The parties acknowledge that for the interests of the Purchasers, the Sellers hereby undertake to carry on the completion of the alternation procedures with respect to Industrial and Commercial Registration of Changes and other approval/record processes with related authorities, which mainly include:

(1)

Industrial and Commercial Registration of Changes with respect to transfer 90% equities of Shanghai Meining under the name of Shanghai Fenxin (the “ICRC of Shanghai Meining”);

(2)

Industrial and Commercial Registration of Changes with respect to transfer 90% equities of CFO Securities Consulting under the name of Zhongcheng Futong (the “ICRC of CFO Securities Consulting”);

(3)

Industrial and Commercial Registration of Changes with respect to transfer 100% equities of Shanghai Fenxin under the name of EBI Fund(the “ICRC of Shanghai Fenxin”);

(4)

Obtaining Approvals/records with respect to China value-added telecommunications business license (ref no.: Shanghai B2-20100044), China value-added telecommunications business license (ref no.: Shanghai B2-20040014) and the website domain name, by Shanghai Meining, which is necessary for furtherance of the reorganization of Stockstar.

Article 4. Special Arrangement

4.1 Transitional Period Arrangement

The parties agree that, the one(1) year period upon the execution of this Agreement shall be deemed as transitional period of the Stockstar Businesses (the “Transitional Period”), during which, the parties further agree that:

(1)

The Sellers shall assist the Purchaser to keep the stable operation of Stockstar Businesses, for which, the Sellers is obliged to provide material support and business assistance to the Subject Companies, from discontinuance of Stockstar Businesses. The parties further acknowledge that, for the purpose of this Article 4.1(1), the Transitional Period may be extended to three (3) years upon execution of this Agreement as requested by the Purchasers.

(2)

With respect to the names related to the Stockstar Businesses which is still in use by the Sellers and their affiliates, the Sellers and their affiliates will gradually change or remove the same from relevant companies during the Transitional Period and insure to terminate any use of the Stockstar Businesses related names as the Transitional Period expires.

4.2 Arrangement regarding Shanghai Security Assets

As of the execution date of this agreement, Shanghai Security Fortune still holds 100% equities and interests of Shanghai Stockstar Assets Management Co., Ltd. (“Shanghai Security Assets”) which has not developed any material business for three years before the execution of this agreement. Subject to the agreement in Article 4.1(2), the parties agree that the Purchaser shall be entitled to appoint relative entities to acquire 100% of equities with regarding to Shanghai Security Assets at a price equivalent to the net assets value (shall be calculated to cash amount) before June 30, 2016.

4.3 Arrangement regarding the remaining 10% equities of each of Shanghai Meining and CFO Securities Consulting

Upon completion of this Transaction, EBI Fund will hold 90% equities of each of Shanghai Meining and Shanghai Security Comprehensive Research through Shanghai Fenxin and Zhongcheng Futong, the remaining 10% equities of each of Shanghai Meining and CFO Securities Consulting shall still be held by the Sellers. In case that the operation of Shanghai Meining and CFO Securities Consulting businesses are hindered due to restrictions imposed on the oversea-funded companies which the Purchasers belong to, the Sellers may transfer the remaining 10% equities of each of Shanghai Meining and CFO Securities Consulting to the Purchasers upon their request. Provided the foregoing contemplated transfer of equity shall be evaluated and priced by an investment institution agreed upon by the parties. The purchase price shall not be lower than the evaluated price.

4.4 Taxes Burdens

All related taxes incurred by this Transaction shall be borne by each party on their own by law.

4.5 Principle of Negotiation

It is agreed that any specific problems occurred during the performance of this Agreement (including those involving Purchase Consideration payment time and ICRC of Subject Companies) shall be coordinated and amicably negotiated by the parties.

Article 5. Confidentiality

The parties shall take reasonable steps to keep strict confidentiality of any materials or information involved in the execution and performance of this Agreement. Without prior written consent of the other parties, no party shall disclose any relevant materials or information related to the cooperation to others, unless to the employed professional institute agreed upon by the parties or to related government authorities for the purpose of filing or registration. The parties shall cause their respective employees to keep confidentiality of the trade secrets of the parties which may be obtained or assessed by such employees in his/her line of duty. Without consent of the parties, any employees from any party shall not make use of or disclose any of the aforesaid confidential information obtained from his/her work for any purpose other than the cooperation herein.

Article 6. Breach and Liability

6.1 Breach of the Agreement

Any party fails of performance any obligations hereunder, partial or wholly, or performs any obligations hereunder inadequately, or violates any provisions hereof, whether by act or omission, shall constitute breach of the Agreement (the party committed such breach hereinafter referred as the “Breaching Party”).

6.2 Material Breach of the Agreement

Any breach of the Agreement which cannot be cured and caused material losses to other parties shall be deemed as material breach of the Agreement; any breach which can be cured however the Breaching Party failed to cure the same within thirty (30) days upon notice of the non-Breaching Party shall also be deemed as material breach of the Agreement.

6.3 Liability

(1) The Breaching Party shall be responsible for any actual and direct losses, damages, liabilities, all taxes, cost and expenses(including but not limited to attorney fees, travelling fees, charges, agent fees) caused by such breach to other parties. If the parties are all in fault, they shall each bear their proper share of the liabilities and losses in accordance with the circumstances. For avoidance of doubt, in no case shall the Breaching Party be responsible for any indirect or accidental losses or damage, and any profit losses caused by such breach. In case of a material breach of the Agreement, the non-Breaching Party shall be entitled to terminate this Agreement and request the Breaching Party to compensate any losses or assume liabilities subject to the provisions of this Agreement.

(2) If the Sellers refuse to continue to perform this Agreement without any reason after the Purchasers made the first payment in accordance with Article 2.2(1) hereof, and still refuse to perform within thirty(30) days upon written notice of the Purchasers, it should be deemed as a material breach of the Agreement, accordingly the Purchasers shall be entitled to terminate this Agreement, meanwhile the Sellers shall refund the first payment to the Purchasers and shall pay a penalty equivalent to the first payment (eg.:RMB30 Million) to the Purchasers.

(3) If the Purchasers fails to timely pay any payment of the Purchase Consideration to Tibet Company subject to any provision of this Agreement, Purchase shall pay an overdue penalty on daily basis at a rate of 5 per 10,000 per day of due total amount charged from the date when delay of payment has taken place. If the Purchasers delay to pay any payment of the Purchase Consideration and failed to make the payment with thirty (30) days upon written notice of the Sellers, it shall be deemed as a material breach of the Agreement, accordingly the Sellers shall be entitled to terminate the Agreement, meanwhile the Purchase shall pay a penalty equivalent to the first payment (eg.:RMB30 Million) to the Sellers.

Article 7. Governing Law and Dispute Resolution

7.1 Governing Law

This agreement including its execution and performance shall be governed and construed by current laws and regulations of P. R. C. China.

7.2 Dispute Resolution

Any dispute or claim arising out of or in relation to interpretation, breach, termination or effect of the Agreement shall be resolved via amicable negotiation. Where a dispute taken place, any party shall commerce a negotiation with other parties upon receipt of written request for negotiation delivered from other party/parties. If the dispute cannot be resolved with thirty (30) days after the commencement of negotiation by the parties, any party may submit the dispute before the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in accordance with the rules of arbitration of CIETAC in Beijing. The arbitration award is final and binding upon the parties.

Article 8. By-laws

8.1 Legal Force of the Agreement

(1) This Agreement shall be in force as the date of execution by respective legal representative of the parties and affirmed the seal.

(2) The Agreement intends to specify the principle agreement reached by each party and other relevant parties with regard to the Transaction. Each party and other relevant parties shall further negotiate and execute other specific legal documents related to this Transaction in accordance with the principles set forth in this Agreement.

(3) Specific legal documents hereinafter executed by each party and other relevant parties shall be within the framework set forth in this Agreement. Any provisions or terms of the specific legal documents violating any provisions of this agreement shall be void and null.

8.2 Termination of the Agreement and Legal Consequences

(1)

This Agreement may be terminated upon agreement of the parties.

	(2)	Any termination of any transaction documents shall neither affect any rights or liabilities occurred or accumulated before the termination, including any liabilities occurred or accumulated by such party to other parties subject to such transaction documents and applicable law, or any claim may be arisen by such party subject to such transaction documents against other party (parties), nor shall such termination affect any provisions that should survive the termination expressly or implicitly incorporated in such transaction documents.

(3)

After the termination of this Agreement or any other transaction documents, Article 5 (Confidentiality), Article 6 ( Breach and Liability) and Article 7 (Governing Law and Dispute Resolution) and Article 8 (By-laws) shall survive and binding upon the parties.

8.3 Amendment of the Agreement

Any amendment, supplement or change of this Agreement shall not be valid and binding upon the parties unless made in written and executed by authorized representative of the parties.

8.4 Counterpart

This agreement is made in octuplicate, each of which may be held by one party, and each copy shall has the same legal effect.

(The remaining of this page intentionally left blank)

(Signature page without any content)

IN WITNESS HEREWITH, the authorized representative of each party has executed this agreement as of the date and place set firth at the beginning of this Agreement.

The Sellers:

China Finance Online Co., Ltd.

(seal)

Authorized representative (Signature): ______________________________

Tibet Fortune Jinyuan Network Technology Co., Ltd

(seal)

Legal representative or Authorized representative (Signature): ______________________________

(Signature page without any content)

IN WITNESS HEREWITH, the authorized representative of each party has executed this agreement as of the date and place set forth at the beginning of this Agreement.

Purchaser :

Shanghai EBI Ruotong Venture Capital Investment Enterprise

(seal)

Business Executive Partner/ authorized legal representative (Signature): ______________________________

Shanghai EBI Capital Co., Ltd.

(seal)

Legal representative or Authorized representative (Signature): ______________________________

(Signature page without any content)

IN WITNESS HEREWITH, the authorized representative of each party has executed this agreement as of the date and place set firth at the beginning of this Agreement.

Subject Company :

Zhongcheng Futong Co., Ltd.

(seal)

Legal representative or Authorized representative (Signature): ______________________________

Shanghai Fenxin Information Technology Co., Ltd.

(seal)

Legal representative or Authorized representative (Signature): ______________________________

Shanghai Meining Computer Software Co., Ltd

(seal)

Legal representative or Authorized representative (Signature): ______________________________

Shanghai Stockstar Securities Advisory and Investment Co., Ltd.

(seal)

Legal representative or Authorized representative (Signature): ______________________________

Exhibit 4.127

Share Transfer Agreement

Shanghai Stockstar Information & Technology Co., Ltd.

This Agreement is jointly made and executed in the Company’s conference room on Aug. 27, 2015 by and between the following parties:

Transferor: Shanghai Meining Computer Software Co., Ltd. (hereinafter as “Party A”);

Transferee: Beijing Glory Technology Co., Ltd. (hereinafter as “Party B”); and

Shanghai Stockstar Information & Technology Co., Ltd. (hereinafter referred to as the “Subject Company”) owns registered capital of RMB 100,000, 5% of which is contributed by Party A, i.e. RMB 5,000.

The parties agree as follows through negotiation and pursuit to the provisions of relevant laws and regulations:

Article 1 Subject Matter and Price of Equity Transfer

Party A transfers 5% of equities in the Subject Company to the new shareholder, Beijing CFO Glory Technology Co., Ltd., at a price of RMB5,000.

Article 2 Other rights adhere to the equities will be transferred together with the equities upon the equity transfer.

Article 3 The Transferee shall pay the transfer price off regarding the equity transfer to the Transferor within fifteen (15) days upon execution of this Agreement.

Article 4 Undertaking and Warrants

Party A warrants that it owns the legal title of, as well as complete and effective right of disposal of such equities to be transferred to Party B under Article 1 hereof. Party A warrants that no pledge or mortgage or other encumbrance is set on the contemplated equities hereof and thereby it shall be free from any third person’s claim thereof.

Article 5 Liabilities for Breach

Party B undertakes to fully pay off the payment regarding the equity transfer within the agreed timeframe; otherwise, it shall be deemed as a breach of the Agreement and Party B shall pay a penalty at the rate of 0.3 percent per day.

Article 6 Resolution of Dispute

This Agreement is governed and construed by the relevant laws of the People’s Republic of China. Any disputes resulting from or in connection with this Agreement shall be resolved through friendly negotiation by the Parties hereto, otherwise, such dispute shall be submitted to Shanghai Arbitration Commission for arbitration or directly before a competent people’s court.

Article 7 Miscellaneous

This Agreement is made in quadruplicate, three of which shall be held by the Parties hereto and the Subject Company and the forth shall be summited to the competent bureau of industry for the purpose of relevant procedures.

This Agreement shall come into effect upon execution by each Party.

The credit and debt of the Company prior to the equity transfer shall be enjoyed and borne by the Transferor and thereafter by the Transferee.

Party A: (Signature)

Party B: (Signature)

(Aug. 27, 2015)

Exhibit 4.128

Share Transfer Agreement

Shanghai Stockstar Information & Technology Co., Ltd.

This Agreement is jointly made and executed in the Company’s conference room on Aug. 27, 2015 by and between the following parties:

Transferor: Na Zhang

(hereinafter as “Party A”);

Transferee: Beijing Glory Technology Co., Ltd. (hereinafter as “Party B”); and

Shanghai Stockstar Information & Technology Co., Ltd. (hereinafter referred to as the “Subject Company”) owns registered capital of RMB 100,000, 40% of which is contributed by Party A, i.e. RMB 40,000.

The parties agree as follows through negotiation and pursuit to the provisions of relevant laws and regulations:

Article 1 Subject Matter and Price of Equity Transfer

Party A transfers 40% of equities in the Subject Company to the new shareholder, Beijing CFO Glory Technology Co., Ltd., at a price of RMB40,000.

Article 2 Other rights adhere to the equities will be transferred together with the equities upon the equity transfer.

Article 3 The Transferee shall pay the transfer price off regarding the equity transfer to the Transferor within fifteen (15) days upon execution of this Agreement.

Article 4 Undertaking and Warrants

Article 5 Liabilities for Breach

Article 6 Resolution of Dispute

Article 7 Miscellaneous

This Agreement shall come into effect upon execution by each Party.

The credit and debt of the Company prior to the equity transfer shall be enjoyed and borne by the Transferor and thereafter by the Transferee.

Party A: (Signature)

Party B: (Signature)

(Aug. 27, 2015)

Exhibit 4.129

Share Transfer Agreement

Shanghai Stockstar Information & Technology Co., Ltd.

This Agreement is jointly made and executed in the Company’s conference room on Aug. 27, 2015 by and between the following parties:

Transferor: Xun Zhao

(hereinafter as “Party A”);

Transferee: Beijing Premium Technology Co., Ltd. (hereinafter as “Party B”); and

Shanghai Stockstar Information & Technology Co., Ltd. (hereinafter referred to as the “Subject Company”) owns registered capital of RMB 100,000, 55% of which is contributed by Party A, i.e. RMB 55,000.

The parties agree as follows through negotiation and pursuit to the provisions of relevant laws and regulations:

Article 1 Subject Matter and Price of Equity Transfer

Party A transfers 55% of equities in the Subject Company to the new shareholder, Beijing Zhongjinjiade Technology Co., Ltd., at a price of RMB55,000.

Article 2 Other rights adhere to the equities will be transferred together with the equities upon the equity transfer.

Article 3 The Transferee shall pay the transfer price off regarding the equity transfer to the Transferor within fifteen (15) days upon execution of this Agreement.

Article 4 Undertaking and Warrants

Article 5 Liabilities for Breach

Article 6 Resolution of Dispute

Article 7 Miscellaneous

This Agreement shall come into effect upon execution by each Party.

The credit and debt of the Company prior to the equity transfer shall be enjoyed and borne by the Transferor and thereafter by the Transferee.

Party A: (Signature)

Party B: (Signature)

(Aug. 27, 2015)

Exhibit 4.130

Share Transfer Agreement

Shanghai Stockstar Securities Advisory and Investment Co., Ltd.

This Agreement is jointly made and executed in Beijing on Dec. 10, 2015 by the following parties:

Party A: Shanghai Meining Computer Software Co., Ltd.

Party B: Zhiwei Zhao

Party C: Jun Wang

(Party A, Party B and Party C collectively referred to as “Transferor”)

Party D: Tibet Fortune Jinyuan Network Technology Co., Ltd.

Party E: Zhongcheng Futong Co., Ltd.

(Party D and Party E Collectively as “Transferee”)

WHEREAS , Shanghai Stockstar Securities Advisory and Investment Co., Ltd. (hereinafter referred to as the “Subject Company”) with registered capital of RMB 60,000,000, 2.5% of its equity is held by Party A, 55% by Party B and 42.5% by Party C. The above parties reach to the following terms regarding the matter of equity transfer through joint negotiation and in accordance with the provisions of relevant laws and regulations:

Article 1 Purposes and Price of Equity Transfer

1.1 Party A will transfer its 2.5% equities of the Subject Company to the new shareholder, Party E, at a price of RMB 1,133,432.56; Party B will transfer its 10% equities of the Subject Company to the new shareholder, Party D, at a price of RMB 1,641,025.64, and the remaining 45% to Party E at a price of RMB 7,384,615.36; Party C will transfer its 42.5% equities of the Subject Company to the new shareholder, Party E for RMB 6,974,359.00; and the Transferee agrees to accept the respective equities of the Subject Company from the Transferor for the aforesaid prices.

Upon completion of the foregoing transfers, Party D will hold 10% equities of the Subject Company and Party E will hold the remaining 90% thereof.

Article 2 Transfer of Rights and Obligations

2.1 Other rights adhered to the equities will be transferred together with the equities upon the equity transfer.

Article 3 Payment

The Transferee shall make a payment in lump sum regarding the equity transfer to the Transferor within five (5) days upon execution of this Agreement. The equity transfer prices payable to Party B and Party C shall be remitted to the following account:

Account name: Caifu Software (Beijing) Co., Ltd.

Bank Account: Business Dept. of Beijing Branch of the Bank of Communications

Account No.: 110060149018002447173

Article 4 Undertakings and Warrants

The Transferor warrants that it owns the legal title of, complete and effective right of disposal of the equities under Article 1 hereof to be transferred to the Transferee. The Transferor warrants that no pledge or mortgage or other encumbrance set on the contemplated equities hereof and thereby it shall be free from any third person’s claim thereof.

Article 5 Liability for Breach

The Transferee undertakes to fully pay off the price of equity transfer within the agreed period, otherwise, it shall be deemed as a breach of the Agreement and shall pay a penalty at the rate of 0.3 percent per day.

Article 6 Resolution of Dispute

This Agreement is governed and construed by the relevant laws of the People’s Republic of China. Any disputes resulting from or in connection with this Agreement shall be resolved through friendly negotiation, otherwise, such dispute shall be submitted to Beijing Arbitration Commission for arbitration or directly with a competent people’s court for trial.

Article 7 Miscellaneous

This Agreement is made in sextuplicate, five of which shall be held by each party and one by the Subject Company.

This Agreement shall come into effect upon execution of each Party.

The credit and debt of the Subject Company prior to the equity transfer will be enjoyed and borne by the Transferor and thereafter by the Transferee.

[Following is the Signature page of the Equity Transfer Agreement]

Party A:

Shanghai Meining Computer Software Co., Ltd.

(Seal)

Party B:

Zhiwei Zhao (Signature)

Party C:

Jun Wang (Signature)

Party D:

Tibet Fortune Jinyuan Network Technology Co., Ltd.

(Seal)

Party E:

Beijing Zhongcheng Futong Co., Ltd.

(Seal)

Exhibit 4.131

Agreement of Termination

Regarding the Strategic Consulting and Services Agreement,

The Technical Support Agreement and the Operation Agreement

and

Among

Shanghai Chongzhi Information & Technology Co., Ltd.,

and Shanghai Stockstar Information & Technology Co., Ltd.

Sep. 20, 2015

Agreement of Termination

This Agreement of Termination (hereinafter referred to as the “Agreement”) is made and entered into in Beijing, PRC (hereinafter “China”) as of Sep. 20, 2015 by and among the following parties:

Party A: Shanghai Chongzhi Co., Ltd.

Registered address: Unite 106, Building 2, No. 407 Datong Road, Bao Town, Chongming County, Shanghai

Party B: Shanghai Stockstar Information & Technology Co., Ltd.

Registered Address: Unite 118, Building 2, No. 300 Baozhen South Road, Chongming County, Shanghai

WHEREAS , the aforesaid parties signed the Strategic Consulting and Services Agreement,

The Technical Support Agreement and the Operation Agreement in 2009.11.30, in which the two sides agreed to carry out cooperation of strategic consulting services, operational support, and technical support.

WHEREAS , each of the parties hereto intends to terminate the foregoing Strategic Consulting and Services Agreement, Technical Support Agreement and Operation Agreement (hereinafter referred to as the “ Original Agreements ” ).

Now Therefore , through friendly negotiation, the Parties hereby agree as follows:

Termination and Exemptions

1.1

The Parties agree to terminate the Original Agreements as of the execution date of this Agreement. The Parties agree to waive any and all causes of action currently made or threaten to be made resulted from or in connection with the Original Agreements, regardless of the nature and cause of such causes of action, or whether related to any lawsuit, liability, guarantee, breach of contract or commitment, obligation, claims, demand, losses and costs, or whether known at present or not, contingent or fixed, occurred in the past or present (collectively as "Claims").

1.2

The parties hereby expressly agree to take any risks arising from unreal facts, unknown facts or differences between true facts and the information of acknowledge or relied upon. The parties hereto intends to ultimately and permanently resolve all the disputes that exists or may occur in future, resulting from or relating to the Original Agreements, in spite of whether the understanding of each of the parties regarding the facts, laws or other circumstances thereof is true. Exemption of each party hereto shall completely, thoroughly, unconditionally and immediately supersede all the rights, Claims, demands and causes of action that exists or may exist on the execution date hereof. Each Party warrants and undertakes that it has carried out independent investigation on the facts, laws or other circumstances relevant to the discussed, referred to or exempted matters hereunder that are necessary and required at its independent judgment and discretion. At the time of execution of this agreement, no Party relies on any statement, commitment or warrant made by the other parties or persons yet not explicitly provided herein regarding existence or none existence of any facts, laws or other circumstances.

Neither Party shall be responsible for the other parties regarding any legal or contractual obligations under the Original Agreements.

1.3

Neither Party shall take any legal action against the other parties with respect to any matters arising from or relevant to the Original Agreements.

No Transfer

2.1

Party hereby warrants and undertakes that all Claims have been totally and ultimately waived and none of the Claims’ interests was or will be transferred to make against the other parties. It is agreed that in case any existing transfer aforesaid whether made on the transferring party’s free will or not is alleged by any third party or claimed for any interests thereof by any third party, the transferring party shall keep the other parties free from any related liabilities and indemnify the other parties for any losses or costs (incl. attorney fees) incurred therefrom.

2.2

Where any Party or any person on behalf of such Party or any person who alleged obtaining any interests in any Claims upon assignment initiates, participates or otherwise seeks relief through a lawsuit against the other parties based on any waived Claims hereunder, or arises a Claim waived hereunder against the other parties in any other ways, such party agree to directly pay for any attorney fees incurred for defending such Claims by the other parties.

Miscellaneous

3.1

The Agreement is governed and construed by the laws of the People’s Republic of China.

3.2

The Agreement constitutes the entire agreement of the parties hereto in regard to the subject matters hereunder and supersedes all the prior concluded agreements, covenants and letters.

3.3

This Agreement may be executed in several counterparts, each as an original and all counterparts together constitute a complete agreement.

This Agreement is signed by the authorized representative of each Party and takes effect as of the execution date. This Agreement is made in duplicate with same effects each of which should be held by one party hereto.

[Signature page to follow without text body]

IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its authorized signatory as of the day and year first written above.

Party A: Shanghai Chongzhi Information & Technology Co., Ltd.

Common seal:

Authorized representative (signature):

Party B: Shanghai Stockstar Information & Technology Co., Ltd.

Common seal:

Authorized representative (signature):

Exhibit 4.132

Agreement of Termination

Regarding the Purchase Option and Cooperation Agreement, the Loan Agreement and the Share Pledge Agreement

and

Among

Shanghai Chongzhi Co., Ltd.,

Na Zhang,

Xun Zhao,

and Shanghai Stockstar Information & Technology Co., Ltd.

Sep. 20, 2015

Agreement of Termination

Party A: Shanghai Chongzhi Co., Ltd.

Registered address: Unite 106, Building 2, No. 407 Datong Road, Bao Town, Chongming County, Shanghai

Party B: Na Zhang

ID No.:

Party C: Xun Zhao

ID No.:

Party D: Shanghai Stockstar Information & Technology Co., Ltd.

Registered Address: Unite 118, Building 2, No. 300 Baozhen South Road, Chongming County, Shanghai

WHEREAS , the aforesaid parties signed a Loan Agreement in 2010, in which Party A agrees to loan to Party B and Party C for their purchase of all equities of Party D.

WHEREAS , the aforesaid parties signed an Purchase Option and Cooperation Agreement, in which they agree that Party B and Party C grants to Party A or any other eligible party designated by Party A an exclusive right of first refusal to purchase, wholly or partially, the equity of Party D held by Party B and/or Party C at any time pursuant to the laws of China. Party A on the one hand, Party B and Party C on the other hand are hereinafter collectively referred to as “Both Parties”.

WHEREAS , the aforesaid parties signed an Share Pledge Agreement on Jan. 5, 2012, in which the parties agree that Party B and Party C pledge all equity respectively held by them in Party D for all of Party D’s debts under the services agreement owned to Party A to secure Party A’s proper collection of all costs from Party D thereunder.

WHEREAS , each of the parties hereto intends to terminate the foregoing Purchase Option and Cooperation Agreement, Loan Agreement and Share Pledge Agreement (hereinafter referred to as the “ Original Agreements ” ).

Now Therefore , through friendly negotiation, the Parties hereby agree as follows:

Termination and Exemptions

1.1

1.2

Neither Party shall be responsible for the other parties regarding any legal or contractual obligations under the Original Agreements. The funds under the Loan Agreement loaned by Party B and Party C from Party A have been paid off and therefore no Party thereto shall have any rights and assume any obligations to the other parties.

1.3

Neither Party shall take any legal action against the other parties with respect to any matters arising from or relevant to the Original Agreements.

No Transfer

2.1

2.2

Miscellaneous

3.1

The Agreement is governed and construed by the laws of the People’s Republic of China.

3.2

The Agreement constitutes the entire agreement of the parties hereto in regard to the subject matters hereunder and supersedes all the prior concluded agreements, covenants and letters.

3.3

This Agreement may be executed in several counterparts, each as an original and all counterparts together constitute a complete agreement.

This Agreement is signed by the authorized representative of each Party and takes effect as of the execution date. This Agreement is made in quadruplicate with same effects each of which should be held by one party hereto.

[Signature page to follow without text body]

IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its authorized signatory as of the day and year first written above.

Party A: Shanghai Chongzhi Co., Ltd.

Common seal:

Authorized representative (signature):

Party B: Na Zhang

(Signature):

Party C: Xun Zhao

(Signature):

Party D: Shanghai Stockstar Information & Technology Co., Ltd.

Common seal:

Authorized representative (signature):

Exhibit 4.133

Termination Agreement

Regarding the Strategic Consulting and Service Agreement,

The Technical Support Agreement and the Operation Agreement

and

Among

Fortune Software (Beijing) Co., Ltd.

and

Shanghai Stockstar Securities Advisory and Investment Co., Ltd.

December. 8, 2015

Termination Agreement

This Termination Agreement (hereinafter referred to as the “Agreement”) is made and entered into in Beijing, PRC (hereinafter “China”) as of Sep. 20, 2015 by and among the following parties:

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

Registered address: Room 626, Beijing space precision building, No. 30 Haidian South Road, Haidian District, Beijing

Party B: Shanghai Stockstar Securities Advisory and Investment Co., Ltd.

Registered Address.: 301-B ， No. 8 room ， No. 690 Building ， Bibo Road ， Shanghai

WHEREAS , the aforesaid parties signed Strategic Consulting and Service Agreement,

The Technical Support Agreement and the Operation Agreement in 2014.5.14, in which the two sides agreed to carry out cooperation of strategic consulting services, operational support, and technical support.

WHEREAS , each of the parties hereto intends to terminate the foregoing Strategic Consulting and Service Agreement, The Technical Support Agreement and the Operation Agreement (hereinafter referred to as the “ Original Agreements ” ).

Now Therefore , through friendly negotiation, the Parties hereby agree as follows:

Termination and Exemptions

1.1

1.2

Neither Party shall be responsible for the other parties regarding any legal or contractual obligations under the Original Agreements.

1.3

Neither Party shall take any legal action against the other parties with respect to any matters arising from or relevant to the Original Agreements.

No Transfer

2.1

2.2

Miscellaneous

3.1

The Agreement is governed and construed by the laws of the People’s Republic of China.

3.2

The Agreement constitutes the entire agreement of the parties hereto in regard to the subject matters hereunder and supersedes all the prior concluded agreements, covenants and letters.

3.3

This Agreement may be executed in several counterparts, each as an original and all counterparts together constitute a complete agreement.

[Signature page to follow without text body]

IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its authorized signatory as of the day and year first written above.

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

Common seal:

Authorized representative (signature):

Party B: Shanghai Stockstar Securities Advisory and Investment Co., Ltd.

Common seal:

Authorized representative (signature):

Exhibit 4.134

Agreement of Termination

Regarding the Purchase Option and Cooperation Agreement and Loan Agreement

and

Among

Fortune Software (Beijing) Co., Ltd.

Zhiwei Zhao,

and Shanghai Stockstar Securities Advisory and Investment Co., Ltd.

December. 8, 2015

Agreement of Termination

This Agreement of Termination (hereinafter referred to as the “Agreement”) is made and entered into in Beijing, PRC (hereinafter “China”) as of Dec. 20, 2015 by and among the following parties:

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

Registered address: Room 626, Beijing space precision building, No. 30 Haidian South Road, Haidian District, Beijing

Party B: Zhiwei Zhao

ID No.:

Party C: Shanghai Stockstar Securities Advisory and Investment Co., Ltd.

Registered Address.: 301-B ， No. 8 room ， No. 690 Building ， Bibo Road ， Shanghai

WHEREAS , the aforesaid parties signed a Loan Agreement in 2014.5.14 in which Party A agrees to loan to Party B for his purchase of all equities of PartyC.

WHEREAS , the aforesaid parties signed a Purchase Option and Cooperation Agreementin 2014.5.14, in which they agree that Party B grants to Party A or any other eligible party designated by Party A an exclusive right of first refusal to purchase, wholly or partially, the equity of Party C held by Party B at any time pursuant to the laws of China. Party A on the one hand, Party B on the other hand are hereinafter collectively referred to as “Both Parties”.

WHEREAS , each of the parties hereto intends to terminate the foregoing Loan Agreement, Purchase Option and Cooperation Agreement (hereinafter referred to as the “ Original Agreements ” ).

Now Therefore , through friendly negotiation, the Parties hereby agree as follows:

Termination and Exemptions

1.1

1.2

1.3

Neither Party shall take any legal action against the other parties with respect to any matters arising from or relevant to the Original Agreements.

No Transfer

2.1

2.2

Miscellaneous

3.1

The Agreement is governed and construed by the laws of the People’s Republic of China.

3.2

The Agreement constitutes the entire agreement of the parties hereto in regard to the subject matters hereunder and supersedes all the prior concluded agreements, covenants and letters.

3.3

This Agreement may be executed in several counterparts, each as an original and all counterparts together constitute a complete agreement.

This Agreement is signed by the authorized representative of each Party and takes effect as of the execution date. This Agreement is made in triplicate with same effects each of which should be held by one party hereto.

[Signature page to follow without text body]

IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its authorized signatory as of the day and year first written above.

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

Common seal:

Authorized representative (signature):

Party B: Zhiwei Zhao

(Signature):

Party C: Shanghai Stockstar Securities Advisory and Investment Co., Ltd.

(Signature):

Common seal:

Authorized representative (signature):

Exhibit 4.135

Agreement of Termination

Regarding the Purchase Option and Cooperation Agreement and the Loan Agreement

and

Among

Fortune Software (Beijing) Co., Ltd.

Jun Wang,

and Shanghai Stockstar Securities Advisory and Investment Co., Ltd.

Dec. 8, 2015

Agreement of Termination

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

Registered address: Room 626, Beijing space precision building, No. 30 Haidian South Road, Haidian District, Beijing

Party B: Jun Wang

ID No.:370102197012163311

Party C: Shanghai Stockstar Securities Advisory and Investment Co., Ltd.

Registered Address.: 301-B ， No. 8 room ， No. 690 Building ， Bibo Road ， Shanghai

WHEREAS , the aforesaid parties signed a Loan Agreement in 2014.5.14 in which Party A agrees to loan to Party B for his purchase of all equities of PartyC.

WHEREAS , the aforesaid parties signed an Purchase Option and Cooperation Agreement in 2014.5.14, in which they agree that Party B grants to Party A or any other eligible party designated by Party A an exclusive right of first refusal to purchase, wholly or partially, the equity of Party C held by Party B at any time pursuant to the laws of China. Party A on the one hand, Party B on the other hand are hereinafter collectively referred to as “Both Parties”.

WHEREAS , each of the parties hereto intends to terminate the foregoing Loan Agreement, Purchase Option and Cooperation Agreement (hereinafter referred to as the “ Original Agreements ” ).

Now Therefore , through friendly negotiation, the Parties hereby agree as follows:

Termination and Exemptions

1.1

1.2

1.3

Neither Party shall take any legal action against the other parties with respect to any matters arising from or relevant to the Original Agreements.

No Transfer

2.1

2.2

Miscellaneous

3.1

The Agreement is governed and construed by the laws of the People’s Republic of China.

3.2

The Agreement constitutes the entire agreement of the parties hereto in regard to the subject matters hereunder and supersedes all the prior concluded agreements, covenants and letters.

3.3

This Agreement may be executed in several counterparts, each as an original and all counterparts together constitute a complete agreement.

[Signature page to follow without text body]

IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its authorized signatory as of the day and year first written above.

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

Common seal:

Authorized representative (signature):

Party B: Jun Wang

(Signature):

Party C: Shanghai Stockstar Securities Advisory and Investment Co., Ltd.

(Signature):

Common seal:

Authorized representative (signature):

Exhibit 4.136

Equity Transfer Agreement

Zhongcheng Futong Co., Ltd.

This Agreement is jointly made and executed in Beijing on Dec. 24, 2015 by the following parties:

Party A: Tibet Fortune Jinyuan Network Technology Co., Ltd.

(Party A as “Transferor”)

Party B: Shanghai EBI Capital Co., Ltd.

Party C: Xiaoming Wang

(Party B and Party C collectively referred to as “Transferee”)

WHEREAS , Zhongcheng Futong Co., Ltd. (hereinafter referred to as the “Subject Company”) with registered capital of RMB 32,000,000, 100% of its equity is held by Party A. The above party reach to the following terms regarding the matter of equity transfer through joint negotiation and in accordance with the provisions of relevant laws and regulations:

Article 1 Purposes and Price of Equity Transfer

1.1 Party A will transfer its 99.97% equities of the Subject Company to the new shareholder, Party B, at a price of RMB 59,982,000; Party B agrees to accept the 99.97% equities of the Subject Company from the Transferor at a price of RMB 59,982,000.

1.2 Party A will transfer its 0.03% equities of the Subject Company to the new shareholder, Party C, at a price of RMB 18,000; Party C agrees to accept the 0.03% equities of the Subject Company from the Transferor at a price of RMB 18,000.

Upon completion of the foregoing transfers, Party B will hold 99.97% equities of the Subject Company and Party C will hold 0.03% equities of the Subject Company.

Article 2 Transfer of Rights and Obligations

Other rights adhered to the equities will be transferred together with the equities upon the equity transfer.

Article 3 Payment

The Transferee shall make a payment in lump sum regarding the equity transfer to the Transferor within five (5) days upon execution of this Agreement.

Article 4 Undertakings and Warrants

Article 5 Liability for Breach

Article 6 Resolution of Dispute

This Agreement is governed and construed by the relevant laws of the People’s Republic of China. Any disputes resulting from or in connection with this Agreement shall be resolved through friendly negotiation, otherwise, such dispute shall be submitted to Beijing Arbitration Commission for arbitration or directly with a competent people’s court for trial.

Article 7 Miscellaneous

This Agreement is made in quadruplicate, three of which shall be held by each party and one by the Subject Company.

This Agreement shall come into effect upon execution of each Party.

The credit and debt of the Subject Company prior to the equity transfer will be enjoyed and borne by the Transferor and thereafter by the Transferee.

[Following is the Signature page of the Equity Transfer Agreement]

Party A:

Tibet Fortune Jinyuan Network Technology Co., Ltd.

(Seal)

Party B:

Shanghai EBI Capital Co., Ltd.

Party C:

Xiaoming Wang (Signature)

Exhibit 4.137

Dated on: April 8, 2016

iSTAR Capital International Co. Limited

(“Transferor”)

and

Tianfeng Securities Co., Ltd.

(“Tianfeng Securities”)

and

iSTAR International Wealth Management Co. Limited

(“Target Company”)

Agreement for Sale of 100% Equities of iSTAR International Wealth Management Co. Limited

Contents

Definitions

Sale of Equities

Conditions Precedent and Before-Transaction Liabilities

Transaction

Representations and Warranties

Acts from the Signature Date of the Agreement to the Date of Transaction

Further Stipulations and other Warranties

Information

Indemnity Warranty

10.

Confidentiality

11.

Partial Invalidity

12.

Transfer

13.

Subsequent Effect of the Agreement

14.

General Terms and Conditions

15.

Notice

16.

Copies and Legal Language

17.

Governing Law, and Jurisdiction

Signature summary information

Appendix 1 Basic Information of iSTAR International Wealth Management Co. Limited

Appendix 2 Information of the Business

Appendix 3 Representations and Warranties

Appendix 4 Tax Indemnity Agreement

This Agreement dated on April 8, 2016 is signed and entered into by and among the following Parties.

Contracting Parties:

(2) Tianfeng Securities Co., Ltd. , a company limited by shares that is registered and organized in Wuhan, Hubei, China, with the registered office at 37F, Tower A, Poly Plaza, 99 Zhongnan Road, Wuchang District, Wuhan, Hubei, China (the “ Tianfeng Securities ”); and

(3) ISTAR INTERNATIONAL WEALTH MANAGEMENT CO. LIMITED , a limited company registered and organized in Hong Kong, with the registered office at Rooms 3705-07, The Center, 99 Queen’s Road Central, Hong Kong ( “ Target Company ”)

Any Party is referred to herein as a “ Party ” individually and as the “ Parties ” c ollectively.

Foreword:

(A) The Transferor is the beneficial owner of all equities issued by the Target Company . The summary information of the Target Company is listed in Appendix 1 .

(B) The Target Company has obtained all approvals, certificates, licenses that shall be obtained for operating the Business (see the definition below), which remain effective at the present. The duplicate of the license for such Business and related search results are stated in Appendix 2 .

(C) The Transferor agrees to, on the terms and conditions of this Agreement, sell the Salable Equities (see the definition below) to Tianfeng Securities or a third party designated thereby (collectively referred to as the “ Buyer ”) and the Buyer agrees to purchase such equities on the same terms and conditions. From the signature date of this Agreement to the time when the transaction is carried out, the Transferor is the beneficial owner of the Salable Equities.
(D) The Parties and other persons signed an agreement for sale of 100% equities of the Target Company and 100% equities of iSTAR International Futures Co. Limited (“ iSTAR Futures ”) and a supplementary agreement thereto (collectively referred to as the “ Previous Sale Agreement ”) on March 30, 2015, April 9, 2015, and September 28, 2015. Tianfeng Securities, according to the provisions of the Previous Sale Agreement, has paid RMB 33,000,000 Yuan (“ Cash Guarantee ”) to Beijing Fuhua Innovation & Technology Development Co., Ltd. (“ Beijing Fuhua ”) as the cash deposit for the consideration of the Previous Sale Agreement. However, the Parties have not completed the delivery pursuant to the Previous Sale Agreement.

(E) In accordance with the provisions of the Previous Sale Agreement, the Target Company and iSTAR Futures have appointed Mr. Wu Jiangang, the representative of Tianfeng Securities, to serve as the director of such company.

Now therefore, the contracting Parties reach and enter into an agreement as follows:

1. Definitions

1.1 In this Agreement, including the statement of fact, appendixes and annexes, the following words shall have the following meanings, unless otherwise required by the context:

1.2 “Audited Accounts” mean the audited consolidated financial statements of the Target Company that are prepared according to Hong Kong Accounting Standards for three fiscal years up to December 31, 2014 and for three months up to March 31, 2015, including the audited income statement, cash flow statement, balance sheet, all notes to financial statements, and auditors’ reports for such years;

“Management Accounts” mean the consolidated management accounts for the period from March 31, 2015 to, the end of the month preceding the date of transaction, including the unaudited income statement, cash flow statement, balance sheet and all notes for such period; and Management Accounts and the Audited Accounts are collectively referred to as the “Accounts”;

“Agreement”: means this agreement and the Agreement amended from time to time pursuant to the provisions of Article 15.2 ;

“Board of directors”: for a company or enterprise at a certain time, means the board of directors of such company or enterprise at such time;

“Business” means the business that is being operated by the Target Company, including but not limited to: the business involved in all regulated activities subject to the regulation of Securities and Futures Commission of Hong Kong (the summary information of which is listed in Appendix 2 ), including the business carried out as:

(i) an intermediary of type 4 regulated activities of Securities and Futures Commission of Hong Kong (giving investment advice relating to the sale/purchase of securities);

(ii) an intermediary of type 5 regulated activities of Securities and Futures Commission of Hong Kong (giving investment advice relating to the sale/purchase of futures contracts); and

(iii) an intermediary of type 9 regulated activities of Securities and Futures Commission of Hong Kong (providing assets management).

“Director”: in the case of a certain company at a certain time, means the director of such company at such time;

“HK$” means Hong Kong dollar, the legal currency of Hong Kong at the present;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Intellectual Property” means the trademark, patent, registered design, right of reproduction /copyright, software copyright, trade name, mark, other business logo, domain name, business secret, other business or service business name (whether registered or registerable or not), all related applications and rights to application, and all other intellectual properties and industrial properties incorporated in the proprietary technologies that may exist around the world;

“China” means the People’s Republic of China and, for the purpose of this Agreement, does not include Hong Kong SAR, Macao SAR, and Taiwan;

“SFC" means Securities & Futures Commission of Hong Kong;

“ CSRC” means China Securities Regulatory Commission;

“Tax” means:

(ii) Any compensation, allowance, or offset that may be exempted according to tax regulations but which is deprived or deductions in the calculation of profit; and

(iii) All expenses, interests, penalties, charges or expenditures that shall be paid or borne by the Target Company in connection with tax or any exemption, allowance or offset or in the calculation of the right to deduct from profit or tax;

“Warranty” means the representations, warranties and undertakings make by the Transferor with respect to the Target Company and that are listed in Article 5 and Appendix 3 ;

“Warranty-related Claim” means any claim made by the Buyer for the breach by the Transferor of any warranty;

“Conditions Precedent” mean the conditions precedent as listed in Article 3.1 hereof;

“Regulated Activities” shall have the meaning as given to such term in the Securities and Futures Ordinance of Hong Kong;

“%”: means percent;

“Property” means the property located at Rooms 3705-07, the Center, 99 Queen’s Road Central, Hong Kong;

“Licensed” has the meaning given to such term in the Securities and Futures Ordinance of Hong Kong;

“Licensee Corporation” has the meaning given to such term in the Securities and Futures Ordinance of Hong Kong and, for the purpose of this Agreement, refers to the Target Company and the Licensed Corporations in connection with the Business;

“Disclosed” means that disclosure has been made in this Agreement (including appendixes and schedules) in a fair and reasonable manner;

“Tax Indemnity Agreement” means a tax indemnity agreement that shall be signed, sealed and delivered to the Buyer by the Transferor and the Target Company on the date of transaction with respect to all tax liabilities of the Transferor or the Target Company on or before the date of transaction from which the Transferor shall indemnify the Buyer and the Target Company; the contents and format of such agreement are listed in Appendix 4 ;

“Salable Equities” mean 6,000,000 ordinary shares that have been issued by the Target Company, which are 100% share capital issued thereby and are all beneficially held by the Transferor;

“New Employment Agreement” means the employment agreement that is newly signed by each Target Company and the management members of such Target Company as assigned by the Buyer on or before the date of transaction and whose terms and conditions shall obtain the prior written consent of the Buyer;

“Management of the Target Company” means all of the management members of the Target Company;

“SFC License” means the license ( Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong)) (CE number: ASF056) that is issued by Securities and Futures Commission of Hong Kong to the Target Company for corresponding part of the Business; and

“License” means the SFC license.

1.2 In this Agreement:

(b) “ Articles ” and “ sections ” mean the articles and sections of this Agreement;

(c) “ Annexes ” and “ Appendixes ” mean the annexes and appendixes to this Agreement, unless otherwise indicated;

(d) “ Paragraph ” means a section mentioning such paragraph of a paragraph in an appendix;

(f) Words importing a gender includes the feminine gender, masculine gender and neutral gender; person includes company and vice versa in all events;

(g) If any date of payment or any day mentioned herein does not fall on a Business Day, such day shall be postponed to the following Business Day; and

(h) If permitted by the context, the “Buyer” and the “Transferor” include the Buyer, the Transferor, and their respective successors and approved transferees.

1.3 The headings and contents herein are for the convenience of reading only and shall not affect the interpretation of this Agreement.

1.5 The definitions and names in Article 1 and the preface shall apply to this Agreement and the appendixes.

1.6 The appendixes shall constitute a part of this Agreement and shall have the same effect as if such appendixes were explicitly stated in the main body of this Agreement; a reference to this “ Agreement ” herein shall include the appendixes hereto.

2. Salable Equities

2.1 Subject to the terms and conditions hereunder and subject to the satisfaction of the Conditions Precedent stated in Article 3.1 , the Transferor, as the legal and beneficial owner of the Salable Equities, agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase and receive from the Transferor, the Salable Equities free of any lien, pledge and other Encumbrances, together with all existing rights and subsequent ancillary or additional rights to the Salable Equities from the signature date of this Agreement, including but not limited to all dividends announced, distributed or paid on the date of this Agreement or thereafter.

2.2 Subject to Article 2.3, the total transfer price for the Salable Equities shall be the total calculated in the following manner:

(a) HK$ 10,000,000;

(b) HK$ 7,000,000, as the consideration accepted by the Parties for discharging Tianfeng Securities from all its liabilities and obligations under the Previous Sale Agreement (including but not limited to Article 7.4 and Article 7.9 of the Previous Sale Agreement); and

(c) Total net asset value of the Target Company as stated in the audited financial report up to December 31, 2015 ("Target Net Assets Value”).

Subject to the terms hereof, the Buyer and the seller shall pay and treat the total transfer price in the following manner:

(a) Within seven days after Beijing Fuhua returns the cash guarantee pursuant to Article 7.10 , the Buyer shall pay twenty two million Hong Kong Dollars ( HK $22, 000,000) (“Down Payment”) to the bank account designated by the Transferor; and

(c) If any date of payment does not fall on a Business Day, the payment shall be postponed to the following Business Day.

2.3 Adjustment to the transfer price:

(a) At the earliest time reasonably possible after the Date of Transaction, but in no case later than ninety (90) days after the Date of Transaction, the Buyer shall procure the Target Company to prepare audited financial statements of the Target Company up to the Date of Transaction according to Hong Kong Accounting Standards and to deliver to the Transferor the audited consolidated financial statements (“ Actual Financial Statements ”) of the Target Company that state the net assets value of the Target Company on the Date of Transaction (“ Actual Net Assets Value ”). Such Actual Financial Statements shall be audited by an accounting form jointly accepted by the Buyer and the Transferor and designated by the Target Company. The Actual Net Assets Value stated in such Actual Financial Statements shall be used for this Article 2.3 and such amount shall be final and binding.

(b) If the Actual Net Assets Value is lower than the Target Net Assets Value, the price for transfer shall correspondingly decrease by the balance between the Actual Net Assets Value and the Target Net Assets Value and the Transferor shall pay such balance to the Buyer within ten Business Days after the Actual Financial Statements are issued. For the avoidance of ambiguity, the reduction in net assets resulting from the labor cost of employees of the Target Company as assigned by the Buyer shall be borne by the Buyer, and the Transferor does not need to make up for such labor cost.

(c) Where the Actual Net Assets Value is higher than the Target Net Assets Value, the price for transfer shall correspondingly increase by the balance between the Actual Net Assets Value and the Target Net Assets Value and the Buyer shall pay such balance to the Transferor within ten Business Days after the Actual Financial Statements are issued.

3. Conditions Precedent and Before-transaction Liabilities

3.1 The purchase by the Buyer of the Salable Equities shall be preconditioned on the satisfaction of all following conditions:

(a) The Buyer and the agents and professional advisers thereof carry out due diligence (“ Due Diligence ”) in law, accounting, finance, business, operation or other aspects of the Target Company as deemed important by the Buyer and have not discovered any material untruthfulness;

(b) The Buyer, under the assistance of the Transferor and Target Company, apply to SFC and/or other regulatory authorities for approving or agreeing to approve this Agreement and all dealing procedures, licenses, change of shareholders, and (if applicable) Directors or Licensed Corporations, and have obtained all necessary approvals and permits;

(c) The Buyer and the Transferor have obtained, according to all applicable laws and regulations, all necessary approvals and permits, in connection with this Agreement and the matters on the dealing contemplated herein;

(d) The Buyer ensures that CSRC has granted approval or agreed to all dealings contemplated herein;

(f) The Buyer has not, from the signature date of this Agreement, discovered or become aware of any abnormal operation by the Target Company, or any Material Adverse Change in the Business, situation (including assets, finance, and legal status), operation, performance or property of the Target Company, or any undisclosed significant potential risks of the Target Company.

(g) The New Employment Agreement signed by the Target Company pursuant to the provisions of Article 7.10(b) continues to be performed and remains fully effective;

(h) (If applicable) The Transferor have obtained, for the Target Company, the written consent, of the banks or financial institutions that have loan and/or mortgage and/or other contractual relationship with such Target Company, to the change of the shareholders of the Target Company to the shareholders of the Buyer, unless such change is not required in related to contractual relationship;

(i) (If applicable) The Transferor has released the Target Company from all pledges, guarantees or Encumbrances of any other forms that are provided by any Target Company to any third party as well as registration or enrollment in connection therewith.

(j) There is no circumstance that has resulted in, results in or may possibly result in the failure on the part of the Transferor to sell the Salable Equities or any part thereof.

(k) There is no event that has resulted in, results in, or may possibly result in any Material Adverse Change in the ability of the Target Company and the Transferor to perform or abide by any obligation, undertaking or covenant under this Agreement;

(l) Except for the affiliated party transactions and balances carried out due to recurrent businesses, the Target Company have stopped other affiliated party transactions and have paid off all related affiliated party balances; and

(m) (If applicable) The Transferor has caused, and the Target Company has paid off or been exempted from all loans lent by all Transferor and/or other affiliates as the lenders to the Target Company.

3.2 The Buyer may waive, in writing, any Condition Precedent stated in Article 3.1 (with the exception of Articles 3.1 (b) and (c) ). If any Conditions Precedent stated in Article 3.1 cannot be satisfied or be waived or exempted by the Buyer on September 21, 2016 or a later date approved by the Parties in writing, this Agreement shall lose effect and terminate on September 22, 2016 (“ Date of Termination ”), provided that this Agreement and any matter stated herein as well as the rights and obligations of the Parties hereto shall not conflict with the liabilities assumed by any Party to the other Party for breaching any provisions hereof before the termination of this Agreement; unless the application under Article 3.1(b) hereof submitted by the Buyer is successfully accepted by SFC, in which case the Date of Termination hereof shall be postponed to December 21, 2016 and the Parties shall continue to actively make efforts and to complete with due diligence related declaration and examination& approval cooperation pursuant to the requirements of the regulatory authority, i.e. under the precondition that the application under Article 3.1(b) hereof is successfully accepted by SFC, if any Conditions Precedent stated in Article 3.1 cannot be satisfied or be waived or exempted by the Buyer on December 21, 2016 or a later date approved by the Parties in writing, this Agreement shall lose effect and terminate on December 21, 2016. After the termination of this Agreement, Article 3.2, Article 8, Article 9, Article 10, and Articles 14 through 17 shall remain effective.

3.3 The Transferor and the Target Company warrant making their best reasonable efforts to cause the satisfaction, before the time specified in Article 3.1 (if applicable), of the conditions specified in such Article.

3.4 The Buyer and the agents and professional advisers thereof have the right to (but are not obligated to) carry out Due Diligent mentioned in Article 3.1(a) ; and the Transferor undertakes to reasonably provide assistance (and undertake to cause the assistance to be reasonably provided) to the Buyer and the agents and professional advisers thereof in such investigation and verification.

4. Transaction

4.1 The transaction shall be carried out at the four o’clock on the afternoon of the fifth (5 ^th ) Business Day (Hong Kong time) after all Conditions Precedent in Article 3.1 have been satisfied or exempted (or on a later date or at a later time determined by the Parties in writing) (“ Date of Transaction ”) in the office of the Buyer’s attorney. At the time of the transaction, all (nor some) of the following Businesses shall be handled:

(a) If the Buyer complies with Article 4.1 (d) , the Transferor shall deliver or cause to be delivered to the Buyer:

(i) instrument of transfer and voucher of sale or other similar documents that are officially signed by the Transferor (or the Transferor causes a third party or its nominee to be officially sign the same, if applicable) in favor of the Buyer or the nominee designated thereby with regard to the Salable Equities so as to grant valid, legal and beneficial ownership of the Salable Equities to the Buyer or the nominee designated thereby so that the Buyer or such nominee will become a registered shareholder of the Salable Equities;

(ii) Original stocks of the Salable Equities;

(iii) Tax Indemnity Agreement that is properly signed, sealed and delivered by the Transferor and Target Company;

(v) Verified copy of Certificate of Good Standing and Certificate of Incumbency of the Transferor;

(vi) (If applicable) Written proof on the release of the Target Company from any pledge, guarantee or Encumbrance of any other forms provided by the Target Company to a third party and from related registration or enrollment;

(ix) Corporate organization documents, original articles of association, all registers of shareholders, registers of Directors, and registers of pledges of each Target Company, and originals of all documents and statutory records of the Target Company, corporate seal and corporate steel seal of the Target Company, all SFC Licenses and originals of communication documents with related issuing authorities of the foregoing Licenses, all attachments to letters issued by SFC to any Target Company, and all attachments to letters sent by such Target Company to SFC, and Business contracts for operating the Business, and customer archives;

(x) Financial data of the Target Company, original of financial report of each fiscal year (December 31) audited by an accountant, monthly bank statements, bank passbooks (if any) and originals or verified copies of letters and documents sent by banks to the Target Company or sent by the Target Company to the banks;

(xi) Deliver, to the Buyer, the verified copy proving the meeting record of the board meeting mentioned in Article 4.1(b) .

(xii) Deliver, to the Buyer, the verified copy proving the meeting record of the board meeting mentioned in Article 4.1(c) .

(b) The Transferor holds a board meeting, at which,

(i) The transfer of Salable Equities to the Buyer is approved;

(ii) This Agreement, Tax Indemnity Agreement and all contemplated matters are approved;

(iii) The signature, (if applicable) sealing, and delivery by the representatives of the Transferor of this Agreement, Tax Indemnity Agreement and other dealing-related documents are approved; and

(iv) other matters reasonably required by the Buyer before the Date of Transaction are dealt with and decided on so as to cause this Agreement and the dealing hereunder to take effect.

(i) The transfer of the Salable Equities by the transfers to the Buyer or a nominee designated thereby and the registration of such transfer are approved;

(ii) The issuance of new stocks with respect to the Salable Equities and the registration of shareholders in the name of the Buyer or the nominee designated thereby are approved;

(iii) The signature, (if applicable) sealing, and delivery by the representative of the Target Company of this Agreement, Tax Indemnity Agreement and all related matters contemplated therein are approved;

(iv) The list of persons that are authorized to operate the bank accounts and to change all existing bank accounts (if any) of the Target Company pursuant to the requirements of the Buyer and specimen signatures are approved; and

(v) Other related matters are dealt with pursuant to reasonable requirements made by the Buyer before the Date of Transaction so as to perform all terms and liabilities in this Agreement and in the documents signed under this dealing.

The Buyer must provide all necessary materials at least two Business Days before the Date of Transaction so as to adopt the foregoing resolutions, provided that the Transferor shall advise the Buyer at least seven Business Days before the Date of Transaction of the list of all materials and requirements for the Materials to be provided by the Buyer for the adoption of such resolutions.

(d) Subject to the compliance with Articles 4.1 (a), (b) and (c) by the Transferor, the Buyer shall deliver verified copies of approval documents issued by competent review body to the Buyer; related resolutions shall concern the approval of the form and contents of this Agreement and Tax Indemnity Agreement as well as related documents under this Agreement, Tax Indemnity Agreement and this dealing and shall prove the power of the authorized representative to sign, (if applicable) seal, and deliver this Agreement and Tax Indemnity Agreement on behalf of the Buyer.

4.2 The Transferor agrees to assist in signing any document concerning the equity transfer so as to confirm and ensure that the Buyer or other purchaser becomes the legal owner and beneficial owner of 100% equities of the Target Company on the Date of Transaction, unless any provision of the document may be interpreted to the disadvantage of the Transferor.

5. Representations and Warranties

5.1 Apart from any other representations or warranties made by the Transferor hereunder, the Transferor represents and warrants to the Buyer that all representations and warranties listed in Annex 3 hereto are true, accurate, complete and non-misleading on the date of this Agreement, at the time of transaction, and at all times before the transaction.

5.2 Unless explicitly listed, breaches of contract shall not be restricted by the contents of any other paragraphs and subparagraphs of Appendix 3 or any contents of this Agreement.

5.3 Any investigation conducted by the Buyer or its agents does not affect its claim or reduces the amount of compensation it is entitled to and the Transferor shall not defend on the ground that the Buyer should have known or should have had the knowledge of circumstances resulting in claims.

5.4 The Transferor shall not take the fact, as a defense against the claim made by the Buyer hereunder, that the Transferor relies on the information furnished thereto by any Target Company or by any of their respective representatives.

5.5 The Transferor may not, before the Date of Transaction, conduct, permit or carry out any act that may constitute a material breach (i.e. any act that will reduce the accuracy of any Warranty or lead to any misunderstanding thereof at the time of occurrence or on the Date of Transaction) or permit the Transferor or any Target Company to commit any act that may constitute material breach or non-performance of liability. The Transferor hereby warrants that it will, after becoming aware of the same, disclose to the Buyer in writing (1) any fact that occurs before the Date of Transaction, that constitutes or may result in breach, or (2) any fact that is inconsistent with any Warranty or may reduce the accuracy of the Warranty, or (3) any fact that will lead to the misunderstanding the Warranty and the fact that, at that time, constitutes a breach, or is inconsistent with any Warranty, or (4) any fact that may reduce the accuracy of the Warranty, or lead to the misunderstanding thereof.

5.6 If the Warranties include such presentations as “ to the knowledge of the Transferor ”, “ to the best knowledge, information or views of the Transferor ” and “ to the best knowledge and belief of the Transferor ”, such Warranties shall be deemed to be made by the Transferor according to the best knowledge, information and views of the directors, managers and other employees of the Transferor after getting a reasonable and necessary knowledge and to have reasonably ensured the authenticity and accuracy of all Warranties.

5.8 The Buyer signs this Agreement on the basis of the Warranty clause and other clauses hereof; if the Warranty clause and other clauses hereof (including but not limited to the indemnity clause) have not been fully performed after the Date of Transaction, related clauses shall remain effective after the Date of Transaction until the date permitted by law to the largest extent.

5.9 For the avoidance of dispute, the Parties hereto agree that, if any condition arises, at any time during the period from the date on which this Agreement is signed and takes effect to the Date of Transaction, under which the purchase price shall be returned due to the reasons attributable to the Seller while the Buyer does not know the appearance of such condition before paying any part of the purchase price and thus is unable, for any reason, to terminate this Agreement and/or take back any part of the purchase price that the Buyer has paid to the Transferor, that the Transferor will be deemed to have seriously breached related Warranties and must pay the Buyer liquidated damages equal to the purchase price paid by the Buyer to the Transferor; the Parties hereto agree that the liquidated damages in this Article 5.9 are not the compensation in the penalty clause. All rights of the Buyer related to this Article 5.9 shall remain effective until the date permitted by law to the largest extent.

6. Acts between the Signature Date of the Agreement to the Date of Transaction

6.1 Without the prior written consent of the Buyer or unless otherwise provided herein, the Transferor undertakes and warrants that the Target Company may not commit the following acts during the period from the signature date of this Agreement to the Date of Transaction:

(c) Except for general normal business, establishing or permitting any hypothecation, pledge (fixed or floating), lien, mortgage, or mortgage or Encumbrance in other forms, or rights and interests of any nature (whether similar to the foregoing or not), or establishing or creating lien on any part of its business, property or assets of the Target Company, except for the lien that is created according to law or by its normal business operation and that involves a small amount;

(d) Unless required by general operation, borrowing any borrowing or loan exceeding HK$1,000,000;

(e) Beyond the routine business process, making any advance payment, or giving other credit or any guarantee or indemnity warranty to any person, or serving as a guarantor to any person, or guaranteeing the liability or obligation of any person, or accepting any direct or indirect liability, with an amount of guarantee exceeding HK$1,000,000;

(f) Changing the provisions of any financing/loan document or mortgage arrangement that has material adverse impact on the overall Target Company;

(g) Breaching the liabilities and obligations (including payment liabilities) under all agreements and contracts concluded thereby and all liabilities in connection therewith;

(h) Notifying the Buyer at the earliest time possible when the Target Company have any circumstance or event (including Taxes) that may result in any significant claim or liability (whether at the present or in the future, actual or contingent, joint or several);

(i) Amending the outline of association and/or articles of association of the Target Company, while such amendment constitutes material adverse impact on the rights and interests of the Buyer;

(j) Except for the Management employees assigned by the Buyer in Article 7.1 hereof, appointing new Directors, employing any new employees, and concluding any service agreement with the Directors or senior executives of the Target Company, while the annual salary of such employees, Directors or senior executives exceed HK$1,000,000;

(l) Terminating any agreement or waiving any right therein, which causes Material Adverse Change in the Target Company;

(m) Terminating, or permitting the cancellation of, any presently effective insurance policy related to the significant assets of the Target Company;

(n) Concluding any partnership or joint venture arrangement with an investment amount exceeding HK$1,000,000;

(o) Liquidating the Target Company in any form;

(p) Taking any actions contravening the provisions of this Agreement or hindering the transaction;

(q) Announcing distraction of any dividend or other fund allocation arrangement to the shareholders of the Target Company; or

(r) Taking any actions that may possibly affect the continued validity of all approvals, consents and Licenses necessary to the continuous operation of the Business by the Target Company.

7. Further Stipulations and Other Warranties

7.1 The Target Company agrees that Mr. Wu Jiangang continues serving as a Director of the Target Company.

7.2 Before the Date of Transaction, the Parties unanimously agree that the actual control power and management & operation power of the Target Company shall still be vested in the Transferor, who undertakes to make reasonable efforts to procure that the Target Company:

(a) Operate business in the routine business scope according to the past practices, continue operating normally, abide by all applicable laws (including conditions of the license, code of conduct, rules and other requirements of SFC and any other applicable government authorities) and any agreement to which the Target Company is a party;

(b) Maintain and renew (if required) all applicable licenses necessary to the operation of Business;

(d) Manage its assets under the current conditions;

(e) Try its best efforts to completely maintain its present business structure; and

(f) Maintain good business relations as usual (under the precondition of following the past business practices) with employees and cooperators, and to warrant doing so until the Date of Transaction;

(f) Maintain responsible officers and representatives of a number not less than that required by SFC for each Business of the Target Company and ensure the normal operation of business; and

(g) Does not carry out any serious improper operation or asset transfer.

7.3 After the transaction, the Transferor will efficiently implement these documents and implement further stipulations and will grant all legal and beneficial ownership and future rights (in the case of the Salable Equities, including the right to collect the profit and distribution announced, distributed or paid on or after the Date of Transaction) of the Salable Equities (free of any Encumbrance) to the Buyer.

7.4 Except for the guarantee and undertakings hereunder, all guarantee liabilities (whether corporate guarantee or individual guarantee) of the Transferor for the Target Company and the guarantee liabilities (whether corporate guarantee or individual guarantee) concluded or made to any bank or financial institution shall be discharged within a reasonable period after the transaction. The Buyer confirms that, after the completion of the purchase of the Salable Equities on the Date of Transaction, it shall negotiate with the banks on the bank financing of Target Company and that the Transferor assumes no liability for whether the bank financing can be extended or not after the Date of Transaction.

7.5 The Transferor undertakes not to negotiate or conclude any contract or agreement with a third party or to make any undertakings in favor of a third party before the Date of Transaction so as to:

(a) sell, transfer, dispose of, or trade, Salable Equities, or any part thereof;

(b) grant any right of negotiation to any person (whether exclusive right or non-exclusive right) for the purpose of or in connection with selling, transferring, disposing of, or trading, Salable Equities, or any part thereof; or

7.6 The Transferor further undertakes, if the dealing fails to be concluded pursuant to the provisions hereof or loses effect and terminates according to Article 3 hereof, it agrees to return the Down Payment to the Buyer within 14 days after this Agreement loses effect and terminates.

7.7 The Transferor agrees to make the following undertakings and guarantees to the Buyer:

(a) The Transferor confirms that, except for the Inquiry of SFC, the SFC or other regulatory authorities have not issued any other inquiry or enquiry, suspecting the Target Company or the representatives or the responsible officers thereof contravene related law or regulation;

(b) The Transferor further undertakes and guarantees that, if any act of any of the Transferor, Target Company or the representatives or responsible officers thereof contravene related laws or regulations at any time before the Date of Transaction and thus results in any loss, penalty, expenditure (including but not limited to the expenses on engagement of attorneys, accountants and other professional teams and other expenditures) of the Target Company, and/or revocation of any License related to the Business, such penalties, expenditures, and/or losses resulting from the revocation of any license relevant to the Business shall be assumed and borne by the Transferor.

7.8 The Parties hereby waive, exempt and perpetually discharge the other Parties hereto from, any and all liabilities, demands, causes of action, lawsuits, liabilities, undertakings, contracts, disputes, agreements, promises, rights of action for the recovery of damages, judgments, enforcements, claims and requirements that they have instituted, are instituting or will institute against the other Parties hereto in connection with the following matters, whether instituted or not, necessary or probable, known or unknown, or based on common law or equity:

(a) Previous Sale Agreement or transaction contemplated therein; or

(b) Any fact or circumstance arising in the duration of the Previous Sale Agreement (including the act or omission or state of fact of Mr. Wu Jiangang, the representative assigned by Tianfeng Securities to the Target Company and iSTAR Futures, and other persons in connection with the Business).

Notwithstanding the foregoing, if the negligence or improper act of the Buyer or the management staff assigned thereby to the Target Company and iSTAR Futures causes an actual direct loss exceeding HK$ 1,000,000 to the Target Company and iSTAR Futures, the Transferor shall have the right to claim for such loss against the Buyer.

7.9 The Parties hereby confirm and agree that the Buyer shall procure that the Target Company conducts further cooperation with the Transferor in the Business relevant to the License of the Target Company after the Date of Transaction; detailed matters shall be determined by the Parties through separate consultation.

7.10 Since the Previous Sale Agreement terminated on January 1, 2016, with respect to all rights and obligations under such Previous Sale Agreement that have been performed in the duration of such Previous Sale Agreement, the Parties hereby confirm the following arrangement:

(a) The Buyer shall procure that Mr. Wu Jiangang resigns from the Director position of iSTAR Futures within seven days from the date this Agreement is signed;

(b) The Transferor shall procure that the Target Company signs, within seven days from the date this Agreement is signed, a New Employment Agreement respectively with Xie Hongwei, Liao Huaixi and Ye Zhu, the form and content of which shall be satisfactory to the Buyer;

(c) The Buyer shall procure that Xie Hongwei, Liao Huaixi and Ye Zhu sign a termination agreement, the content of which shall be satisfactory to the Buyer, on the same date they sign the New Employment Agreement, so as to terminate their employment relations with iSTAR Futures; and

(d) The Transferor shall procure that Beijing Fuhua returns, within five days after this Agreement is signed, the cash guarantee to Tianfeng Securities in full to the bank account designated by Tianfeng Securities.

7.11 After the conclusion of the transaction, the Buyer undertakes to procure, within six months from the Date of Transaction, that the Target Company waives the use of “iSTAR” brand. Such waiver includes but is not limited to the right to use the trade name, trademark, product, service and other intangible assets incorporating “iSTAR” of the Target Company.

8. Information

Subject to Article 10 hereof, if reasonably required by the Buyer, the Transferor will, under the condition of not contravening other provisions of this Agreement, ensure that the Buyer and the agents and professional advisers thereof have access to the business, assets, liabilities, contracts, certificates & licenses, events and other related information (if any) required in such inquiry, and related information on documents of title and other certificates of ownership.

9 . Indemnity Warranty

9.1 The Transferor agrees and undertakes to give indemnity warranty to the Buyer and the Target Company that it will indemnify and hold fully harmless, from the Date of Transaction to the date permitted by law to the largest extent, the Buyer and Target Company from all losses, expenditures, expenses or liabilities arising from any or all other liabilities or potential liabilities of the Target Company on or before the Date of Transaction that are known to the Transferor and that have not been disclosed to the Buyer, except the liabilities Disclosed; there is no upper limit on the total indemnify amount given by the Transferor to the Buyer.

9.2 The Transferor agrees and undertakes to give indemnity Warranty to the Buyer and the Target Company that they will indemnify and hold harmless, from the Date of Transaction to the date permitted by law to the largest extent, the Buyer and Target Company from all losses, expenditures, expenses or liabilities arising from any or all liabilities or potential liabilities, of the Target Company on or before the Date of Transaction, that have been disclosed or that are not known to the Transferor. If the foregoing liabilities arise from the act and/or omission and/or breach of any Warranty and/or negligence by (a) the Transferor and/or any person related thereto and/or (b) Target Company, the Directors, Licensed Corporations, employees, agents, representatives and professional advisers thereof, there is no upper limit on the total indemnify amount given by the Transferor to the Buyer; however, if the responsibilities do not arise from the act and/or omission and/or breach of any Warranty and/or negligence by (a) the Transferor and/or any person related thereto and/or (b) Target Company, the Directors, Licensed Corporations, employees, agents, representatives and professional advisers thereof, the upper limit on the total indemnity amount given by the Transferor to the Buyer shall be the purchase price. For the avoidance of ambiguity, the loss caused by any employee assigned by the Transferee to the Target Company is excluded.

9.3 The Transferor agrees and undertakes to give indemnity Warranty to the Buyer and the Target Company that they will indemnify and hold harmless, from the Date of Transaction to the date permitted by law to the largest extent, the Buyer and Target Company from all losses, expenditures, expenses or liabilities (including but not limited to reasonable legal costs or other expenses) arising from any or all liabilities or potential liabilities of the Target Company that are caused by a dispute or lawsuit and potential dispute or lawsuit with the employees thereof, or clients or customers of business thereof (including but not limited to the Business), or parties that have business relations therewith on or before the Date of Transaction. If the foregoing liabilities arise from the act and/or omission and/or breach of any Warranty and/or negligence by (a) the Transferor and/or any person related thereto and/or (b) Target Company, the Directors, Licensed Corporations, employees, agents, representatives and professional advisers thereof, there is no upper limit on the total indemnify amount given by the Transferor to the Buyer; however, if the responsibilities do not arise from the act and/or omission and/or breach of any Warranty and/or negligence by (a) the Transferor and/or any person related thereto and/or (b) Target Company, the Directors, Licensed Corporations, employees, agents, representatives and the professional advisers thereof, the upper limit on the total indemnity amount given by the Transferor to the Buyer shall be the purchase price. For the avoidance of ambiguity, the loss caused by any employee assigned by the Transferee to the Target Company is excluded.

9.4 The Transferor agrees and undertakes to give indemnity Warranty to the Buyer and the Target Company that they will indemnify and hold harmless, from the Date of Transaction to the date permitted by law to the largest extent, the Buyer and Target Company from all losses, expenditures, expenses or liabilities (including but not limited to reasonable legal costs or other expenses) arising from any or all liabilities or potential liabilities of the Target Company on or before the Date of Transaction that are caused due to violation of any laws and regulations of Hong Kong or any other applicable jurisdiction (including but not limited to the violation of the Company Ordinance of Hong Kong by reason of previous failure on the part of the Target Company to submit/put on file the annual returns on time), the regulations or codes of SFC. If the foregoing liabilities arise from the act and/or omission and/or breach of any Warranty and/or negligence by (a) the Transferor and/or any person related thereto and/or (b) Target Company, the Directors, Licensed Corporations, employees, agents, representatives and professional advisers thereof, there is no upper limit on the total indemnify amount given by the Transferor to the Buyer; however, if the responsibilities do not arise from the act and/or omission and/or breach of any Warranty and/or negligence by (a) the Transferor and/or any person related thereto and/or (b) Target Company, the Directors, Licensed Corporations, employees, agents, representatives and professional advisers thereof, the upper limit on the total indemnity amount given by the Transferor to the Buyer shall be the purchase price. For the avoidance of ambiguity, the loss caused by any employee assigned by the Transferee to the Target Company is excluded.

10. Confidentiality

10.1 Except for disclosure made according to Article 10.2 , any Party shall maintain strict confidentiality of information received or obtained thereby due to the conclusion or performance of this Agreement, including:

(a) The contents and provisions of this Agreement and other agreements, contracts and matters hereunder;

(b) Negotiation of this Agreement; and

10.2 Any Party may disclose confidential information under the following circumstances:

(a) according to the requirement of any government law;

(b) according to the requirement of any stock exchange or regulatory agency or government agency;

(c) with the written consent of the other Parties hereto, who have not withheld or delayed the written approval without justifiable reasons;

(d) the information has become public not due to the fault of any Party; or

(e) The information is disclosed to the professional advisers, auditors and investment advisers of the Parties hereto so as to obtain professional opinions on this Agreement.

10.3 After the termination of this Agreement, the restrictions included in Article 10 shall still apply without limitation of time.

11. Partial Invalidity

11.1 If any provisions hereof become illegal, invalid or unenforceable at any time in any aspect, the legality, validity, and enforceability of the remaining parts hereof shall not be thus affected or damaged.

11.2 If any provisions hereof become illegal or unenforceable in a jurisdiction, such illegality or unenforceability shall not affect the legality or enforceability thereof in another jurisdiction.

12. Transfer

This Agreement shall still be binding (as the case may be) on the successors, transferees, and personal representatives of all Parties, provided that the rights of the Parties as provided herein may not be transferred, unless otherwise explicitly prescribed.

13. Subsequent Effect of the Agreement

Subject to the clauses hereof, the provisions of this Agreement, including Warranties, that have not been fully performed at the time of transaction shall remain effective after the transaction.

14. General Terms and Conditions

14.1 On the condition of abiding by the terms and conditions hereof, each contracting Party shall bear its own legal fees, accounting fees and other expenses and expenditures incurred in the negotiation on the dealing of Salable Equities contemplated herein, on the signature of this Agreement, and on the implementation of the dealing contemplated herein. After the termination of this Agreement, this Article shall still apply.

14.2 This Agreement includes an entire agreement reached by the Parties hereto with respect to the subject matter hereof and supersedes all agreements, memoranda of understanding, arrangements, representations, warranties or dealings concluded previously by the Parties hereto with respect to such subject matter; the Parties hereto confirm that they will not make any claim for any superseded agreement.

14.3 All stamp duties arising from the dealing of the Salable Equities shall be equally borne by the Buyer and the Transferor.

14.4 Any amendment to this Agreement shall not be binding unless recorded in the documents signed by the Parties hereto.

14.5 The failure or delay on the part of any contracting Party to exercise any of its rights hereunder shall not deem as a waiver of such rights; any single or partial exercise of any rights hereunder does not preclude any other or further exercise of such rights, or the exercise of any rights, or damage or affect any other rights. The rights and remedies provided in this Agreement are accumulative and do not preclude any rights or remedies provided in laws. Without limiting the foregoing provisions, the Parties hereby acknowledge and agree that, if any clause provided herein fails to be performed according to corresponding provisions hereof or is otherwise contravened, such failure or contravention will result in irreparable damage that can not be sufficiently remedied by money. Therefore, the Parties agree that they have the right to use the injunction to prevent any breach hereof and to enforce the terms and conditions hereunder.

14.6 Any date or period mentioned in this Agreement and any other dates or periods replacing such date or period upon the approval of the Parties hereto or by other means are critical and necessary.

15. Notice

15.1 Any notice, requirement, legal instrument, document or other communications (collectively referred to as “ Communications ” in this Article 15 ) given pursuant to this Agreement shall be written in English or Chinese, shall be made in writing, may be sent personally or by mail or be transmitted to the fax number (if any) of related Parties, and shall indicate the recipient and/or other persons specified in Article 15.4 to whom the Communications shall be copied.

15.2 If the Party to whom the Communications shall be sent or copied according to this Agreement needs to change its address or fax number, it shall send a written notice to all other Parties pursuant to the provisions of Article 15 and indicate in such notice that such change is made for the purpose of this Agreement; such change shall not take effect unless and until five days after such notice is sent.

15.3 All Communications shall be given in the following manner and shall be deemed received by the recipient of such Communications at the time indicated beside related mode of sending:

Mode of sending deemed time of receipt

Local mailing or courier service 24 hours

Fax at the time of transmission

Air courier/express mail 3 days

Air mail 5 days

15.4 The initial address and fax number, recipient and cc recipient of the Communications to the Parties are as follows:

To the Transferor:

Address: Rooms 3705-07, the Center, 99 Queen’s Road Central, Hong Kong

Fax number: +852 3900 1705

Recipient: Mr. Shi Shaoming

To the Buyer:

Address: 37F, Tower A, Poly Plaza, No. 99 of Zhongnan Road, Wuchang District, Wuhan

Fax number: 027-87618863 (Wuhan)

Recipient: Mr. Wu Jiangang

15.5 The Communications delivered pursuant to Article 15 shall be deemed effectively given. If the Communications are delivered to the address of the recipient or the address has been correctly written on the envelope containing such Communications and the Communications are mailed or sent to the address of the Recipient or transmitted to the recipient appropriately by fax, such Communications shall be deemed given and/or received. If the Communications are sent by fax, they shall be deemed appropriately given after the successful transmission report printed by the fax machine is received.

15.6 Any provision of this Article does not preclude the delivery of Communications by other means permitted by law or proof of such delivery.

16. Copies and Legal Language

16.1 This Agreement may be signed in any number of copies or separate copies. Each copy so signed shall be deemed as an original, provided that all copies shall constitute the same document and be binding on all Parties.

16.2 This Agreement is written in Chinese.

17. Governing Law and Jurisdiction

17.1 This Agreement shall be governed by and interpreted in accordance with the laws of Hong Kong. The Parties hereby irrevocably agree that court of Hong Kong serves as the non-exclusive tribunal. The contracting Parties hereby irrevocably agree to waive any objection to any court or place of litigation involved in this Article that they may raise at any time or any objection to claims made in lawsuits filed before other courts.

[The remainder of this page is intentionally left blank]

In witness whereof, this Agreement is signed on the date stated on the first page.

Signed by

Tang Zhenyu

For and on behalf of iSTAR Capital International Co. Limited

Witness: Shi Shaoming

Signed by

Wu Jiangang

For and on behalf of Tianfeng Securities Co., Ltd.

Witness: Liu Wenhua

Signed by

Tang Zhenyu

For and on behalf of iSTAR International Wealth Management Co. Limited

Witness: Shi Shaoming

Appendix 1

Basic Information of iSTAR International Wealth Management Co. Limited

Company name: iSTAR International Wealth Management Co. Limited

Company number: 1253127

Registered place: Hong Kong

Date of registration: July 4, 2008

Registered address: Rooms 3705-07, the Center, 99 Queen’s Road Central, Hong Kong

Directors:	Zhao Zhiwei
	Tang Kai Shing
	Wang Jun
	Wu Jiangang
	Shi Shaoming

Issued share capital: 6,000,000 ordinary shares

Company secretary: Hang Cheuk Secretaries Limited

Shareholders: iSTAR Capital International Co. Limited (holding 6,000,000 ordinary shares)

Subsidiary: none

License: license ( Securities and Futures Ordinance ) (Chapter 571 of Laws of Hong Kong)

CE number: ASF056
Regulated Activities:	type 4:	giving investment advice relating to the sale/purchase of securities
	Type 5:	giving investment advice relating to the sale/purchase of futures contracts
	Type 9:	providing assets management
Such license shall be subject to the following conditions:

Type 9: with respect to type 9 regulated activities, the Licensee Corporation may not carry out any business involving collective investment scheme under its discretionary management. The definition of “collective investment scheme” has been given in the definition clause of the Securities and Futures Ordinance.

Appendix 2

Information of the Business

Appendix 3

Representations and Warranties

1. Transferor, Target Company, and Salable Equities

1.1 The Transferor has sufficient power to sign this Agreement, exercise their rights hereunder, and fulfill their obligations hereunder; in addition, once this Agreement is signed, the provisions of this Agreement shall be legal, effective and binding on the Transferor.

1.2 On the Date of Transaction, the Salable Equities account for 100% of the shares issued by the Target Company.

1.4 Except for the approval of the Board of Directors and SFC, the sale and transfer of Salable Equities do not need the consent of any third person.

1.5 The original or the Director-certified copy of the newest articles of association and other constitutional documents of the Target Company has been provided to the Buyer. To the best knowledge and belief of the Transferor, the contents of the articles of association and other constitutional documents of the Target Company are true and complete and are attached with the resolution of the Target Company adopted according to related requirements of laws on which the establishment of the Target Company is based.

1.6 On or before the Date of Transaction, the Target Company is legally established and validly existing according to the laws of the place where they are registered and established and have full rights and legal power to operate their business and own their assets. To the best knowledge and belief of the Transferor, the Target Company has not become bankrupt or liquidated, nor has been required to undergo liquidation or bankruptcy by any resolution, application or order, and no liquidator or receiver has been assigned for the assets of the Target Company.

1.7 To the best knowledge and belief of the Transferor, the details of the Target Company as listed in Appendix 1 and such Business in Appendix 2 are true, accurate and complete in all aspects and will not lead to any misunderstanding.

1.8 To the best knowledge and belief of the Transferor, subject to the obtainment of approval from the SFC for related sale, the conclusion of this Agreement, sale of the Salable Equities, and the compliance with and performance of their liabilities hereunder will not conflict with or contravene any law, decree, or agreement binding on the Target Company or any judgment, injunction, order, decision, and ruling that are issued by any court, arbitration tribunal and administrative or government agency.

1.9 The Target Company has not taken any actions resulting in its liquidation, nor have taken or instituted nor will institute or face any legal proceeding or lawsuit that will cause the liquidation of the Target Company.

1.10 The Transferor has not taken any actions resulting in its liquidation, nor have taken or instituted nor will institute or face any legal proceeding or lawsuit that will cause the liquidation of the Transferor.

2. Shares

2.1 The Target Company has not reached any unfulfilled agreement with any person or undertaken to any person to issue, provide or give shares, securities or bonds of any form or type.

3. Performance under Law and Company Registration

3.1 The Target Company has legally and validly performed the requirements of document submission and registration pursuant to the laws and regulations of the place where they are registered and established as well as the provisions of other related laws.

3.2 To the best knowledge and belief of the Transferor, the statutory instruments and resolutions of the Target Company are all written according to law and the Target Company has performed the requirements of related laws for the Target Company, issued shares, bonds and other securities.

3.3 The Target Company, as the hypothecation (if any) of the beneficiary, has been registered with related registration authority or government department pursuant to the requirements of the relevant laws.

3.4 The originals of all evidentiary documents on the ownership of significant properties of the Target Company, all signed copies of significant contracts to which the Target Company serves as a party, and other important documents and materials of the Target Company are held or controlled by the Target Company.

4. Accounts

4.1 The Accounts, to the best knowledge and belief of the Transferor:

(b) make true and fair description of the operation and financial situation of the Target Company;

(c) have not been subject to any prejudicial influence of any unusual, special or non-repetitive events that have not been disclosed in the Accounts; and

(d) fully and comprehensively disclose the financial situation of the Target Company up to the date or related accounts.

4.2 The Accounts and other accounts books and records are owned or controlled by the Target Company, have all been appropriately recorded in writing and demonstrated correctly, reflect that all dealings concluded by the Target Company are carried out according to applicable laws and regulations and commonly adopted and generally accepted good accounting standards, and truly and fairly reflect the financial, trading and contractual status of the Target Company, the fixed assets, current assets, contingent assets and liabilities thereof, as well as the debtors and debtees thereof. The accounting standards of the Target Company has been consistent and have not undergone any material change since the Target Company has been established.

4.3 As of April 1, 2015 (“ Date of Accounts ”),

(a) The Target Company has not concluded any significant contracts or undertakings (except for the businss contracts reached in routine operation) and have not reached any agreement on the acquisition of, sale of, or consent to acquire or sell, significant fixed assets;

(b) The Target Company has not incurred any liabilities (except for the normal commerce clauses that are abided by in normal commercial operation);

(c) The Target Company has not been involved in any accident that may result in the termination of any significant contracts or any existing significant rights and interests of the companies by any third party, or any event that the Target Company is required to repay any large-amount payment or debt before the maturity date;

(d) The Target Company has not set up any Encumbrance on all or part of their assets;

(e) The Target Company carries out their routine operation as usual in the same manner (including nature and scope) so as to maintain their basic business reasonably satisfactory to the Buyer; the Target Company has not added to or issued any liability regarding their non- fixed assets or carrying value, nor have reached any unusual or abnormal contracts;

(f) Except for the ordinary business-related resolutions adopted at the annual general meetings, the Target Company has not adopted any resolutions at the general meetings thereof;

(g) The Target Company has not paid, announced the payment of, or decided to pay, or planned to pay, any dividend or other distributions to the shareholders of the Target Company;

(h) The Target Company has not suffered any significant event that damages the reputation, routine operation, financial situation or prospect of the Target Company and the Target Company concludes dealings and bearings only under their normal operation conditions;

(i) The Target Company has not suffered any significant event that affects the tax liabilities of the Target Company or causes the Target Company to be deemed to (compared with the actual situation) have any income, interest or gain, which renders the Target Company liable to pay any tax that should have been directly paid or first borne by another third person, firm or company;

(j) Except for the director’s fee, the Target Company has not paid any remuneration (or bonus) to any Management personnel or employee thereof or increased the benefits of such personnel or employee, nor have undertaken to increase such remuneration in the future (whether retroactive or not); and

(k) There is no significant and adverse change in the financial situation and prospect of the Target Company, and the Target Company only concludes dealings and assume liabilities in their routine business.

4.4 All the following significant contracts (if any) signed by the Target Company before April 1, 2015 shall be disclosed to the Buyer in writing or be reflected in the Accounts:

(c) Except for general normal business, establishing or permitting any hypothecation, pledge (fixed or floating), lien, mortgage, or mortgage or Encumbrance in other forms, or rights and interests of any nature (whether similar to the foregoing or not), or establishing or creating lien on any part of its business, property or assets of the Target Company, except for the lien that is created according to law or by its normal business operation and that involves a small amount;

(d) Unless required by general business operation, any contract concerning the borrowing or loan exceeding HK $1,000,000.

4.5 Except for those provided herein, the Target Company has not announced or paid any dividend from the Date of Accounts.

4.6 As of the Date of Accounts, the Target Company has not undergone any Material Adverse Change (or impact).

5. Financial Condition

5.1 From the date of this Agreement and the Date of Accounts, there is no

(a) Significant dealing that constitutes non-routine business operation;

(b) Loan, indemnity or Warranty concluded by the Target Company for any other person, except for those signed as required by the normal operation of the Target Company;

(d) Any sale or transfer of any tangible or intangible assets that are required in maintaining the basic operation of the Target Company; or

(e) Any damage, destruction or loss, whether insured or not, which causes serious damage to the Property and Business (by the entirety) of the Target Company.

5.2 To the best knowledge and belief of the Transferor, the accounts and records of the Target Company are prepared according to the accounting policies that correspondingly adopted in the business place of such company, are treated according to the related provisions of local laws, reasonably record and fairly reflect all dealings, accounts and records of the Target Company, and are free of any major deviation or inconsistency.

5.3 Except for the dealings carried out by the Target Company in normal business operation activities in connection with this Agreement or involved herein, the Target Company have not had any unrecorded debt, contingent debt and undertakings from the date on which this Agreement is signed to the date of the transaction is completed.

5.4 Except for the liabilities and obligations of the Target Company that are created in the routine business operation or according to law or that have been disclosed, the Target Company does not have any other significant obligations and liabilities.

5.5 Except for those that have been disclosed, from the signature date of this Agreement to the account management date, the Target Company does not have:

(a) any loan or debt of any credit or lending natural

5.6 Except for all guarantees from which the Transferor is discharged pursuant to Article 3.1(1) , the Transferor or the Target Company has not done any act that may affect or damage the use by the Target Company of the draft, loan, or other financing.

5.7 Except for the dealings of the Target Company that have been disclosed and that are created in the normal business operation activities, or that are in connection herewith or that are involved herein, the Target Company, from the signature date of this Agreement to the Date of Transaction, has not had any unrecorded loan or borrowing that shall be paid but that has not been paid to any third party, nor have issued any indemnity/Warranty in the favor of any third person or formed mortgage of any other forms, nor have any obligations and undertakings to third persons.

6. Licenses

6.1 The Target Company has obtained Licenses issued by SFC for type 4 Regulated Activities (giving investment advice relating to the sale/purchase of securities), type 5 Regulated Activities (giving investment advice relating to the sale/purchase of futures contracts), and type 9 Regulated Activities (providing assets management), and the foregoing Licenses remain effective and take effect from the issuance date of such Licenses to the Date of Transaction specified herein.

6.2 To the best knowledge and belief of the Transferor, no circumstance has occurred that may result in the revocation, cancellation, withdrawal, termination or suspension of the registration or approval of any License.

6.3 To the best knowledge and belief of the Transferor, there is no investigation or inquiry which will result in the revocation, withdrawal, or termination of the Licenses or suspension of such Licenses, registration or approval.

6.4 To the best knowledge and belief of the Transferor, the Target Company and the responsible officers thereof have abided by all license-issuing conditions of the foregoing licenses, all laws and regulations applicable to Licensee Corporations and responsible officers thereof (including Securities and Futures Ordinance and Securities and Futures (Financial Resources) Rules ) and approvals, notices, regulations, codes, and guidelines promulgated by SFC for the regulation of Licensee Corporations and responsible officers thereof (including Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission , Competence Guidelines , and Fit and Proper Guidelines ). All information furnished by the Target Company and the responsible officers thereof to SFC shall be true, accurate and complete in all aspects and shall be non-misleading.

6.5 The board of directors of the Target Company has passed and adopted the compliance handbook,, internal monitoring policy & procedure handbook, and code of conduct that satisfy the statutory requirements and requirements of SFC so as to ensure that the Target Company fully meets the statutory requirements and the requirements of SFC in such terms as compliance, internal separation of duties, financial and corporate accounts, firewall, frauds in market, conflict of interest and confidentiality of information. The Target Company is able to, under reasonable expectation, protect its business under the License from financial loss arising from theft, fraud or other dishonest act, or professional improperness or negligence.

7. Insurance

7.1 To the best knowledge and belief of the Transferor, the Target Company has not suffered any uninsured non-recurring or abnormal loss.

8. Tax

8.1 To the best knowledge and belief of the Transferor, the Target Company has abided by, in all aspects, the tax-related registrations and notices required by relevant laws, have kept proper and complete records of tax matters, and have filed tax tables on schedule; there is no pending dispute with tax bureau and other tax authorities.

8.2 To the best knowledge and belief of the Transferor, the Target Company has: (a) paid all payable taxes incurred on or before the Date of Transaction; and (b) taken all steps to obtain all tax breaks that they are entitled to on or before the Date of Transaction.

8.3 To the best knowledge and belief of the Transferor, there is no dispute between the Target Company and government agencies over the related taxes, and the Seller does not know any pending dispute or the possibility of dispute.

9. Major Dealings

9.1 Unless otherwise provided herein, form the Date of Accounts, the Target Company have not:

(a) issued or redeemed or agreed to issue or redeem any share or loan capital;

(b) Announced or paid or distributed any dividend, made any investment distribution, repaid any loan or investment loan in whole or in part;

(c) carried out any major dealings (including but not limited to the trading of important assets) or incurred any liabilities (except for those incurred in routine operation); or

(d) given any Warranty or indemnity, or given any Warranty or indemnity on behalf of any person or company.

10. Lawsuit

10.1 The Target Company has not been involved in any ongoing or possible lawsuit, arbitration, complaint, or other disputes over law or contract, nor have participated in the hearing of any statutory government department, authority, organization or agency, nor have been investigated with respect to any significant dispute or by a government agency in the place where the business of the Target Company is operated.

10.2 There is no lawsuit, arbitration, complaint, or other litigation over law or contract, against the Target Company, or investigation threatened or pending; to the best knowledge and belief of the Seller, there is no fact or circumstance that may result in such lawsuit, arbitration, investigation or hearing.

10.3 To the best knowledge and belief of the Transferor, there is no unfulfilled court judgment or order against the Target Company and the Target Company has not been subject to the restrictions of any continuous injunction, writ of execution or decree.

11. Contract and Undertaking

11.1 From the Date of Accounts, the Target Company have operated business as usual and, except for the dealing hereunder, the Target Company has not carried out dealings or incurred any significant liabilities and obligations, unless such liabilities or obligations are concluded in the normal routine operation on the fair and reasonable basis.

11.2 The Target Company has not contravened any significant contracts and undertakings.

12. Liquidation

12.1 To the best knowledge and belief of the Transferor, there is no court order or petition or resolution requiring the liquidation of the Target Company, or any detention, enforcement, any other proceedings or any legal actions against the Target Company which result in the obtainment of the property owned by the Target Company.

12.2 To the best knowledge and belief of the Transferor, there is no appointment of an enforcer or liquidator with respect to the real estate or property of the Target Company.

12.3 To the best knowledge and belief of the Transferor, the Target Company has not reached any arrangement or consultation with its debtees or debtees of any type.

12.4 To the best knowledge and belief of the Transferor, there is no circumstance under which any floating mortgage may be enforced, nor any circumstance that may result in the enforceability of floating mortgage.

13. Trading and Business

13.1 The Target Company carries out business operation activities according to relevant existing laws of Hong Kong or applicable laws of other jurisdictions, and there is no court order, injunction or judgment that is given by a court or government agency in Hong Kong or other jurisdictions that may cause adverse impact on the Target Company and the Property or operation thereof.

13.2 In order to cause the Target Company to operate their business effectively, to the best knowledge and belief of the Transferor, the Target Company has obtained the licenses, permits, approvals and authorizations related to operation and such licenses, permits, approvals and authorizations are all legal and validly existing; the seller does not know any reasons that may result in the suspension, cancellation or abolishment of the foregoing licenses, permits, approvals or authorizations or that may cause the foregoing licenses, permits, approvals or authorizations not to be renewed or reissued upon the expiration thereof.

13.3 From the Date of Accounts, all businesses of the Target Company are carried out normally.

13.4 The Target Company or the Directors, managers, agents or employees (during the term of office) have not committed or done any act or omitted any matter and such act or omission has violated the related laws, decrees or regulations of Hong Kong or other places (especially the provisions of Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong) and all bylaws and rules, the Company (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of Laws of Hong Kong), and the Company Ordinance (Chapter 622 of Laws of Hong Kong) ) and thus should be subject to fines or any other punishments.

14. Miscellaneous

14.1 The Target Company has not:

(a) violated any law, ordinance, order, detailed rule or regulation binding thereupon, or contravened the provisions of the articles of association and detailed rules of the Target Company, or breached any trust, covenant, agreement or license to which it is a party, or violated any indemnity, mortgage, pledge or bond;

(b) participated in any performable dealing, which is unenforceable because it is cancellable or even invalid or illegal on the suggestion of a Party; or

(c) omitted or permitted the omission of any act done for the purpose of protecting the ownership of the properties of the Target Company or for enforcing or retaining the preferential ownership of any property.

14.2 All information contained in any material furnished by the Transferor for the purpose of concluding this Agreement is true and accurate and is free of any undisclosed significant fact or event, which may cause the foregoing information or document to be untrue, incorrect, or misleading.

14.3 The Transferor has full legal capacity to sign this Agreement, to exercise their corresponding rights, and to perform their corresponding obligations; this Agreement, once signed by the Parties, will become an effective document that is binding on all Parties and, subject to the clauses hereof, may enforce the Parties to perform their obligations pursuant to related provisions.

14.4 The execution, delivery, and performance of the obligations hereunder by the Transferor will not hinder the implementation of the following provisions, (a) laws, regulations or any order or judgment formulated by any government, agency or tribunal in Hong Kong or in any jurisdiction where it is registered or operated; (b) company registration laws and company registration documents on the date this Agreement is signed and on the date the transaction is completed; and (c) any mortgage, contract, undertaking or document to which it is a party or that is binding thereupon.

14.7 From the signature date of this Agreement to the Date of Transaction, to the best knowledge and belief of the Transferor, the contents listed in the foreword, appendixes and annexes are all true, accurate, and complete.

15. Money Laundering and Terrorist Financial Activities

15.1 The Business has abided by from the outset all laws and regulations on anti-money laundering and counter-terrorism finance promulgated by all and any applicable jurisdictions and the rules, regulations, guidelines or circulars issued or administered by any government agency in any applicable jurisdictions, including but not limited to Anti - Money Laundering and Counter - Terrorist Financing (Financial Institutions ) Ordinance (Chapter 615 of Laws of Hong Kong), Drug Trafficking (Recovery of Proceeds) Ordinance (Chapter 405 of Laws of Hong Kong), Organized and Serious Crimes Ordinance (Chapter 455 of Laws of Hong Kong), and United Nations (Anti-Terrorism Measures) Ordinance (Chapter 575 of Laws of Hong Kong); to the best knowledge and belief of the Transferor, the Target Company has not been involved in any legal action, lawsuit or legal proceeding launched by a government agency or other authorities or organizations of any jurisdiction on anti-money laundering and anti-terrorism finance, nor face the threat of such legal action or lawsuit or legal proceeding.

16. Licensed Corporation

16.2 To the best knowledge and belief of the Transferor, no Licensed Corporation nor the Director or employee thereof has received any investigation or inquiry which will result in the revocation, withdrawal, termination or suspension by any regulatory authorities (including but not limited to the SFC of Hong Kong) of Licensed Corporations of the Licenses, registrations or approvals issued thereto.

17. No Omission of Major Disclosure

17.1 To the best knowledge and belief of the Transferor, the Transferor and the Target Company have fairly, reasonably, comprehensively and honestly disclosed all significant events or major adverse events of the Target Company in all aspects to the Buyer in writing.

18. No Material Adverse Change

18.1 To the best knowledge and belief of the Transferor, the Target Company is free of any material adverse influence or change in all aspects and are free of any event that may result in such influence or charge.

19. Employee

19.2 The Target Company is not liable to provide, after the Date of Transaction, any other benefits to their employees than the year-end bonus equal to the wage of not more than one month, except for the benefits provided according to relevant laws, or regulations, or related articles of association.

19.4 The employment contract to which the Target Company is a party may be terminated, without making significant compensations, by giving a notice of not more than one month.

Appendix 4

Tax Indemnity Agreement

Dated on: April 8 , 2016

iSTAR Capital International Co. Limited

and

Tianfeng Securities Co., Ltd.

and

iSTAR International Wealth Management Co. Limited

Tax Indemnity Agreement for iSTAR International Wealth Management Co. Limited

This Agreement dated on April 8, 2016 is signed and entered into by and among the following Parties.

Contracting Parties:

(2) Tianfeng Securities Co., Ltd. , a company limited by shares that is registered and organized in Wuhan, Hubei, China, with the registered office at 37F, Tower A, Poly Plaza, No. 99 of Zhongnan Road, Wuchang District, Wuhan, Hubei, China (“ Buyer ”); and

(3) ISTAR INTERNATIONAL WEALTH MANAGEMENT CO. LIMITED , a limited company registered and organized in Hong Kong, with the registered office at Rooms 3705-07, the Center, 99 Queen’s Road Central, Hong Kong ( “ Target Company ”).

Foreword:

(A) The Transferor and the Buyer signed the Agreement for Sale of 100% Equities of iSTAR International Wealth Management Co. Limited (hereinafter referred to as the “ Sale Agreement ”) on April 8, 2016.

(B) The Transferor agrees to sign this Agreement in favor of the Buyer and the Target Company with respect to the tax liabilities of the Target Company.

1. Interpretations

1.1 Unless otherwise indicated in the context, the terms and words defined in the Sale Agreement shall have the same meaning when used herein.

1.2 In this Agreement, unless otherwise required by the context:

“Relief”: means any reduction, allowance, preference, offset, deduction or exemption of any tax that the Target Company is entitled to according or ordinance or any other legal bases; and

"Claim” includes any claim, counter claim, evaluation, notice, application for claim or other documents made, or actions taken, by or on behalf of tax or any other related statutory or government agency of Hong Kong or British Virgin Islands, on the basis of which the Target Company shall be liable or be required to be liable to pay tax of any form or shall be revoked of the right to any relief or refund of tax of any form, which should have been provided to the Target Company in the absence of such tax claim; if the revocation of the right to any relief or refund of tax of any form shall be deemed to have created tax liability, the amount of such relief or refund or (if the amount is relatively small) the amount of foregoing tax liabilities of the Target Company that is reduced due to such relief; in the absence of the afore-said revocation, related tax rate that is adopted for such period of relief or that takes effect during such period or (if the period for Tax rate has not been determined) the final known tax rate, and the profit of the Target Company to set off against such relief as is shown in the audited financial statements for such period.

1.3 The headings in this Agreement are for convenience of reference only and shall not affect the interpretation hereof.

2. Compensation

2.1 Subject to the compliance with the provisions hereof, the Transferor hereby undertakes to the Buyer and the successor thereof and the Target Company that it will compensate the Target Company and cause, at any time during the term hereof, the Target Company to continue being compensated for any income, profit or proceeds earned, charged or collected on or before the data of this Agreement by the Target Company, or any tax arising from any event or dealing (whether separately or in connection with any circumstance that appears on or before the date of this Agreement) concluded or created on or before the date of this Agreement.

2.2 The compensation stated in Article 2.1 shall not apply to the following:

(a) Any provisions or reserve made for taxes in the accounts on the date specified by the Target Company at the time of transaction; or

2.3 The compensation provided in Article 2.2 shall extend to all penalties, fines, interests, expenses and expenditures arising from any levy that the Transferor shall bear according to Article 2 hereof.

2.4 The Parties agree that if a Claim has been made pursuant to the Sale Agreement , such Claim may not be filed again pursuant to this Agreement.

3. Claim and Payment

3.1 This Agreement shall be permanently effective from the date of this Agreement.

3.2 If the claimed tax arises from the dishonest intention and/or act and/or careless negligence of (a) the Transferor and/or any persons related thereto and/or (b) Target Company, or the Directors, Licensed Corporations, employees, agents, representatives, or professional advisers thereof, there is no upper limit on the total amount of indemnity given by the Transferor to the Buyer; however, if the claimed tax does not arise from the dishonest intention and/or act and/or careless negligence of (a) the Transferor and/or any persons related thereto and/or (b) Target Company, or the Directors, Licensed Corporations, employees, agents, representatives, or professional advisers thereof, the upper limit on the total amount of indemnity given by the Transferor to the Buyer shall be the purchase price.

3.3 All moneys that the Transferor shall pay pursuant to this Agreement shall be paid without any deduction or withholding that is caused whether by tax or other reasons. If such deduction or withholding is required by law, the Transferor shall pay such moneys after the foregoing deduction or withholding and the amount of such moneys shall be equal to the amount that the payee shall be entitled to in the absence of the any of the foregoing deduction or withholding requirement.

3.4 If the Transferor shall make compensation to the Buyer due to any Claim, while the Buyer or any Target Company has obtained the compensation from a third party or the repayment or refund of related tax authorities with regard to such Claim, the Buyer shall return, to the Transferor, the compensation paid by the Transferor after deducting reasonable expenses or other expenditures directly incurred in the obtainment of the compensation from such third party or the repayment or refund from related tax authorities.

4. Notice

4.1 Any notice, requirement, legal instrument, document or other communications (collectively referred to as “ Communications ” in this Article 4 ) given pursuant to this Agreement shall be written in English or Chinese, shall be made in writing, may be sent personally or by mail or be transmitted to the fax number (if any) of related Parties, and shall indicate the recipient and/or other persons specified in Article 4.4 to whom the Communications shall be copied..

4.2 If the Party to whom the Communications shall be sent or copied according to this Agreement needs to change its address or fax number, it shall send a written notice to all other Parties pursuant to the provisions of Article 4 and indicate in such notice that such change is made for the purpose of this Agreement; such change shall not take effect unless and until five days after such notice is sent.

4.3 All Communications shall be given in the following manner and shall be deemed received by the recipient of such Communications at the time indicated beside related mode of sending:

Mode of sending deemed time of receipt

Local mailing or courier service 24 hours

Fax at the time of transmission

Air courier/express mail 3 days

Air mail 5 days

4.4 The initial address and fax number, recipient and cc recipient of the Communications to the Parties are as follows:

To the Transferor:

Address: Rooms 3705-07, The Center, 99 Queen’s Road Central, Hong Kong

Fax number: 852-3900 1705

Recipient: Governing Board

To the Buyer:

Address: 37F, Tower A, Poly Plaza, No. 99 of Zhongnan Road, Wuchang District, Wuhan

Fax number: 027-87618863 (Wuhan)

Recipient: Mr. Wu Jiangang

To the Target Company:

Address: Rooms 3705-07, the Center, 99 Queen’s Road Central, Hong Kong

Fax number: 852-3900 1705

Recipient: Governing Board

4.5 The Communications delivered pursuant to Article 4 shall be deemed effectively given. If the Communications are delivered to the address of the recipient or the address has been correctly written on the envelope containing such Communications and the Communications are mailed or sent to the address of the Recipient or transmitted to the recipient appropriately by fax, such Communications shall be deemed given and/or received. If the Communications are sent by fax, they shall be deemed appropriately given after the successful transmission report printed by the fax machine is received.

4.6 Any provisions of this Article do not preclude the delivery of Communications by other means permitted by law or proof of such delivery.

5. Miscellaneous Provisions

5.1 This Agreement shall be binding and effective on the successors and transferees of the Parties; without the prior written consent of the other Parties, no Party, except for the Buyer, may transfer its rights and obligations hereunder.

5.2 This Agreement constitutes the entire agreement with respect to the dealing contemplated herein. No Party to this Agreement will rely on any representations or warranties of the other Parties that do not constitute the provisions hereof.

5.3 Any amendment to this Agreement shall not be binding before it is signed in writing by the Parties hereto or the representatives thereof.

5.4 The failure or delay to exercise the rights or compensations hereunder shall not deem as a waiver of such rights or compensations or the waiver of any other rights or compensations; any single or partial exercise of any rights or compensations hereunder does not preclude any further exercise of such rights or compensations, or the exercise of any other rights or compensations.

5.5 The rights, powers and compensations included in this Agreement are accumulative and do not preclude any rights or compensations conferred by laws.

5.6 If reasonably required by the Buyer during the term hereof, the Transferor will efficiently implement these documents and implement further stipulations and provide any and all compensations hereunder to the Buyer and the successor thereof as well as the Target Company.

5.7 This Agreement may be signed in any number of copies or separate copies. Each copy so signed shall be deemed as an original, provided that all copies shall constitute the same document and shall be binding on all Parties.

5.8 If any provisions hereof become illegal, invalid or unenforceable at any time in any aspect, the legality, validity, and enforceability of the remaining parts hereof shall not be thus affected or damaged. If any provision hereof becomes illegal or unenforceable in a jurisdiction, such illegality or unenforceability shall not affect the legality or enforceability thereof in another jurisdiction.

6. Governing Law, Jurisdiction and Receiving Agent of Legal Instruments

6.1 This Agreement shall be governed by and interpreted in accordance with the laws of Hong Kong. The Parties hereby irrevocably agree that court of Hong Kong serves as the non-exclusive tribunal. The contracting Parties hereby irrevocably agree to waive any objection to any court or place of litigation involved in this Article that they may raise at any time or any objection to Claims made in lawsuits filed to other courts.

6.2 The Transferor hereby irrevocably designates Mr. Shi Shaoming (address: Rooms 3705-07, the Center, 99 Queen’s Road Central, Hong Kong, telephone: 852-3900 1701, fax: 852 3900 1705) as their agent (“ Transferor’s Agent ”) to receive and confirm any writ, subpoena, order, judgment or other legal proceeding notice (collectively referred to the “ Legal Notice ”) in Hong Kong on behalf of the Transferor. The personal delivery of the Legal Notice to the Transferor’ Agent or sending of such Legal Notice to the foregoing address or known new address by registered mail, such Legal Notice shall be deemed effectively served on the second Business Day after it is mailed; if there is a mail box at the foregoing address or the known new address, the putting of such Legal Notice into such mail box (whether sent to the Transferor or not or received by the Transferor or not) shall be deemed that such Legal Notice has been effectively given. If the Transferor’ Agent is unable to continue serving as the agent of such Transferor for any reason, the Transferor shall appoint another agent in Hong Kong for the same purpose and shall notify the other contracting Parties hereto in writing of such appointment pursuant to Article 6 . According to Article 6 , unless and until the notice on the appointment of the new agent is deemed to have been received by other contracting Parties hereto, any Legal Notice shall be deemed to have been appropriately given to the Transferor under law if it is appropriately sent to the Transferor’s Agent.

6.3 The Buyer hereby irrevocably designates Mr. Wu Jiangang (address: Room 1108, 11/F, Nexxus Building , 41 Connaught Road, Central, Hong Kong, telephone: 86-13310130661) as its agent (“Buyer’s Agent”) to receive and confirm any Legal Notice in Hong Kong on behalf of the Buyer. If any Legal Notice is delivered to the Buyer’ Agent personally or sent to the foregoing address or known new address by registered mail, such Legal Notice shall be deemed effectively served on the second Business Day after it is mailed; if there is a mail box at the foregoing address or the known new address, the putting of writ and/or other related documents into such mail box (whether sent to the Buyer or not or received by the Buyer or not) shall be deemed that such writ and/or documents have been effectively served. If the Buyer’s Agent is unable to continue serving as the agent of such Buyer for any reason, the Buyer shall appoint another agent in Hong Kong for the same purpose and shall notify the other contracting Parties hereto in writing of such appointment pursuant to Article 6 . According to Article 6 , unless and until the notice on the appointment of the new agent is deemed to have been received by other contracting Parties hereto, any Legal Notice shall be deemed to have been appropriately given to the Buyer under law if it is appropriately sent to the Buyer’ Agent.

6.4 The provisions of Article 4 , after necessary amendment, shall apply to any Communication between the receiving agents of the legal instruments as designated by the contracting Parties in Article 6 or between the successors’ agents.

[The remainder of this page is intentionally left blank]

Page for Signature

This Agreement is concluded in the form of a deed and the effective date hereof shall be the date stated on the first page.

Signature of the Buyer

Tianfeng Securities Co., Ltd.

Seal:

Name: Wu Jiangang

Position: authorized person

Signature of the Transferor

iSTAR Capital International Co. Limited, the Transferor

Seal:

Name: Tang Zhenyu

Position: authorized person

Signature of the Target Company

iSTAR International Wealth Management Co., Limited

Seal:

Name: Tang Zhenyu

Position: authorized person

Exhibit 8.1

The following table sets forth the details of our principal subsidiaries and significant PRC-incorporated affiliates as of December 31, 2015:

Name	Jurisdiction of Incorporation	Legal Ownership Interest
Fortune Software (Beijing) Co., Ltd.	PRC	100%
China Finance Online (Beijing) Co., Ltd.	PRC	100%
Shenzhen Genius Information Technology Co., Ltd.	PRC	100%
Zhengyong Information & Technology (Shanghai) Co., Ltd.	PRC	100%
Zhengtong Information & Technology (Shanghai) Co., Ltd.	PRC	100%
Beijing Fuhua Innovation Technology Development Co., Ltd. *	PRC	Nil
Beijing Chuangying Advisory and Investment Co., Ltd.*	PRC	Nil
Shanghai Meining Computer Software Co., Ltd.*	PRC	Nil
Shanghai Chongzhi Co., Ltd.*	PRC	Nil
Fortune (Beijing) Qicheng Technology Co., Ltd.*	PRC	Nil
Shenzhen Shangtong Software Co., Ltd. *	PRC	Nil
Shenzhen Newrand Securities Advisory and Investment Co., Ltd.*	PRC	Nil
Shezhen Newrand Securities Training Center*	PRC	Nil
Shanghai Stockstar Wealth Management Co., Ltd.*	PRC	Nil
Fortune (Beijing) Huiying Investment Consulting 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
Zhengjin (Beijing) Wisdom Petroleum and Chemical Investment Management Co., Ltd. *	PRC	Nil
Zhengjin (Qingdao) Wisdom Trading Co., Ltd. *	PRC	Nil
Zhengjin (Jiangsu) Precious Metals Co., Ltd. *	PRC	Nil
iTougu (Beijing) Network Technology Co., Ltd. *	PRC	Nil
Yinglibao (Beijing) Network Technology Co., Ltd.	PRC	Nil
Shenzhen Tahoe Investment and Development Co., Ltd.*	PRC	Nil
Tibet Fortune Jinyuan Network Technology Co., Ltd. *	PRC	Nil
Shanghai Guiwo Information Technology 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 Credit Co. Limited	Hong Kong	85%

__________________

* Denotes variable interest entities or subsidiaries of variable interest entities

Exhibit 12.1

Certification by the Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Zhiwei Zhao, certify that:

1.	I have reviewed this annual report on Form 20-F of China Finance Online Co. Limited;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

5.	The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Date: April 27, 2016

By: /s/ Zhiwei Zhao

Name: Zhiwei Zhao

Title: Chief Executive Officer

Exhibit 12.2

Certification by the Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jun Wang, certify that:

1.	I have reviewed this annual report on Form 20-F of China Finance Online Co. Limited;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Date: April 27, 2016

By: /s/ Jun Wang

Name: Jun Wang

Title: Chief Financial Officer

Exhibit 13.1

CERTIFICATION OF PERIODIC FINANCIAL REPORT

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of China Finance Online Co. Limited (the “Company”) on Form 20-F for the fiscal year ended December 31, 2014 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zhiwei Zhao, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 27, 2016

By:	/s/ Zhiwei Zhao
	Name: Zhiwei Zhao
	Title: Chief Executive Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 13.2

CERTIFICATION OF PERIODIC FINANCIAL REPORT

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of China Finance Online Co. Limited (the “Company”) on Form 20-F for the fiscal year ended December 31, 2014 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jun Wang, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 27, 2016

By:	/s/ Jun Wang
	Name: Jun Wang
	Title: Chief Financial Officer

Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (No. 333-157670, No.333-139192, and No.333-123802) and Form S-8/A (No. 333-139192) of China Finance Online Co. Limited, its subsidiaries, its variable interest entities (“VIEs”) and its VIE’s subsidiaries of our report dated April 27, 2016, with respect to the consolidated financial statements and financial statement schedule of China Finance Online Co. Limited, its subsidiaries, its variable interest entities (“VIEs”) and its VIE’s subsidiaries for the years ended December 31, 2015, which appears in this Form 20-F.

/s/ BDO China Shu Lun Pan Certified Public Accountants LLP

Beijing, China

April 27, 2016

Exhibit 15.2

Consent of Jincheng Tongda & Neal Law Firm

April 27, 2016

China Finance Online Co. Limited

17 ^th Floor of Fuzhuo Plaza A

No. 28 Xuanwai Street, Xicheng District

Beijing 100052, China

We hereby consent to the reference to our firm and the summary of our opinion under the “Item 4. Information on the Company - B. Business overview - Regulation” and “Item 4. Information on the Company - C. Organizational structure” in China Finance Online Co. Limited’s Annual Report on Form 20-F for the fiscal year ended December 31, 2015 (the “ Annual Report ”), which will be filed with the Securities and Exchange Commission (the “ SEC ”) on April 27, 2016. We also consent to the filing with the SEC of this consent letter as an exhibit to the Annual Report.

Yours faithfully,

/s/ Jincheng Tongda & Neal Law Firm