6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

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

June 2, 2010

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 100033

(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

TABLE OF CONTENTS

 EX-99.1 REPORT OF DIRECTORS

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 2, 2010	By:	/s/ Jun Wang
		Name:	Jun Wang
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Report of the Directors for the year ended December 31, 2009

EX-99.1

EXHIBIT 99.1

CHINA FINANCE ONLINE CO. LIMITED

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, 2009, or the Financial Statements, which can be accessed through the SEC website at http:///www.sec.gov or through the Company’s website at http://www.chinafinanceonline.com/investor/annual_rep.asp beginning May 28, 2010. 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, 2009 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 7 to the Financial Statements.

SHARE CAPITAL

In 2009, the Company issued 50,000 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 185,730 shares to employees under the Company’s 2004 Stock Incentive Plan.

In addition, the Company granted share options to purchase 10,000 ordinary shares pursuant to the 2004 Stock Incentive Plan during 2009. 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 and 2009, 4,329,024 and 2,886,016 shares were vested as of December 31, 2008 and 2009. Other than the foregoing, the Company did not issue any share capital for the year ended December 31, 2009.

DIRECTORS

The directors of the Company during 2009 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 2009.

ARRANGEMENTS TO PURCHASE SHARES OR DEBENTURES

As of March 31, 2010, the Company granted the directors options to purchase 3,810,000 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 March 31, 2010 were as follows:

		Number of
		underlying
		shares under
		2004 Stock
Name of director	Capacity	Incentive Plan
Zhao Zhiwei	Director		2,350,000
Hugo Shong	Director		360,000
Lee Kheng Nam	Independent director		400,000
Guo Fansheng	Independent director		209,600
Wang Ling	Independent director		209,600
			3,529,200

Particulars of the Company’s 2007 performance-based equity incentive plan are set out in note 11 to the Financial Statements.

Other than as disclosed above, at no time during 2009 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 2, 2010