6-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

Amendment No. 1 to the report of directors on Form 6-K for the
year ended December 31, 2008, which was filed on June 2, 2009

Commission File Number: 000-50975

China Finance Online Co. Limited

(Translation of registrant’s name into English)

HONG KONG

(Jurisdiction of incorporation or organization)

9th Floor of Tower C, Corporate Square
NO.35 Financial Street, Xicheng District
Beijing, China 100140

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: þ Form 20-F o Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: o Yes þ No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a

Explanatory Note

This Amendment No. 1 to Form 6-K (the “Form 6-K/A”) amends our report of directors for the year ended December 31, 2008, originally filed with the Securities and Exchange Commission (“SEC”) on June 2, 2009 (the “Form 6-K”) to correct certain figures in the Form 6-K. The Form 6-K incorrectly stated in the table under the heading “Arrangement to Purchase Shares or Debentures” that, as of December 31, 2008, the number of underlying shares under the 2004 Stock Incentive Plan for the directors, Lee Kheng Nam, Guo Fansheng and Wang Ling is 320,000, 240,000 and 240,000, respectively, and the total number of underlying shares under the 2004 Stock Incentive Plan is 2,660,000.

This Form 6-K/A amends the foregoing figures as follows: As of December 31, 2008, the number of underlying shares under the 2004 Stock Incentive Plan for the directors, Lee Kheng Nam, Guo Fansheng and Wang Ling is 300,000, 109,600, and 109,600, respectively, and the total number of underlying shares under the 2004 Stock Incentive Plan is 2,379,200.

The remaining portions of the Form 6-K are unaffected by the changes described above and have not been amended. This Form 6-K/A continues to speak as of the date of the Form 6-K and no attempt has been made in this Form 6-K/A to modify or update disclosures in the original Form 6-K except as noted above. This Form 6-K/A does not reflect events occurring after the filing of the Form 6-K or modify or update any related disclosures and information not affected by the amendment is unchanged and reflects the disclosure made at the time of the filing of the Form 6-K with the SEC, except as noted above. Accordingly, this Form 6-K/A should be read in conjunction with any documents incorporated by reference to the Form 6-K and filed with the SEC, including any amendments to those filings.

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TABLE OF CONTENTS

SIGNATURE	4
EXHIBIT INDEX	5
EX-99.1 AMENDED REPORT OF DIRECTORS

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	China Finance Online Co. Limited
Date: June 23, 2009	By:	/s/ Jun Wang
		Name:	Jun Wang
		Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.		Description
	99.1	Amended Report of the Directors for the year ended December 31, 2008

5

EX-99.1

EXHIBIT 99.1

CHINA FINANCE ONLINE CO. LIMITED

AMENDED REPORT OF THE DIRECTORS

The directors of China Finance Online Co. Limited, or the Company, present their report and the audited financial statements for the year ended December 31, 2008, or the Financial Statements, which can be accessed through the SEC website at http:///www.sec.gov or through Company’s website at http://www.chinafinanceonline.com/investor/annual_rep.asp beginning May 22, 2009. The Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States.

PRINCIPAL ACTIVITIES

The Company acts as an investment holding company and provides corporate management services. The activities of its principal subsidiaries including its variable interest entity are set out in note 1 to the Financial Statements.

RESULTS

The results of the Company and its subsidiaries for the year ended December 31, 2008 are set out in the consolidated income statement on page F-4 of the Financial Statements.

The directors do not recommend the payment of a dividend and propose that the profit for the year be retained.

PROPERTY AND EQUIPMENT

Details of the movements during the year in property and equipment of the Company and its subsidiaries are set out in note 6 to the Financial Statements.

SHARE CAPITAL

In 2008, the Company issued 260,000 shares to Gainer Capital Inc in satisfaction of an option exercise commitment issued outside of the Company’s 2004 Stock Incentive Plan. The Company also issued share options to purchase 2,820,840 ordinary shares pursuant to the 2004 Stock Incentive Plan during 2008. Further, the Company issued and allotted 10,558,493 ordinary shares to selective employees pursuant to 2007 Equity Incentive Plan during 2007. Based on the Company’s operating performance during 2008, 8,658,048 shares and 4,329,024 shares were activated and vested, respectively, as of December 31,2008 pursuant to 2007 Equity Incentive Plan .Other than the foregoing, the Company did not issue any share capital in the year ended December 31, 2008.

DIRECTORS

The directors of the Company during 2008 and up to the date of this report were:

Mr. Zhao Zhiwei
Mr. Hugo Shong
Mr. Lee Kheng Nam
Mr. Wang Ling
Mr. Guo Fansheng

In accordance with Article 8 of the Company’s Articles of Association, all remaining directors retire at the forthcoming annual general meeting and, being eligible, offer themselves for re-election.

MANAGEMENT CONTRACTS

No substantial contracts concerning the management and administration of the Company were entered into or existed during 2008.

ARRANGEMENTS TO PURCHASE SHARES OR DEBENTURES

As of March 31, 2009, the Company granted the directors options to purchase 2,660,000 ordinary shares of the Company pursuant to 2004 Stock Incentive Plan, of which 280,800 shares were exercised by the directors. Details of directors’ share options at December 31, 2008 were as follows:

		Number of
		underlying
		shares under
		2004 Stock
Name of director	Capacity	Incentive Plan
Zhao Zhiwei	Director		1,600,000
Hugo Shong	Director		260,000
Lee Kheng Nam	Independent director		300,000
Guo Fansheng	Independent director		109,600
Wang Ling	Independent director		109,600
			2,379,200

Particulars of the Company’s 2007 performance-based equity incentive plan are set out in note 10 to the Financial Statements.

Other than as disclosed above, at no time during the year was the Company or any of its subsidiaries a party to any arrangements to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

AUDITORS

A resolution will be proposed to the forthcoming Annual General Meeting of the Company to re-appoint Deloitte Touche Tohmatsu as auditors of the Company.

On behalf of the Board

/s/ Hugo Shong Hugo Shong

CHAIRMAN

June 1, 2009