-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, THPQbLwrkXCP3m9jZnD2OxAJWPmxCalfZV3ArQ7UWOel+7NHxPzD4XWtLdYEGhgw UmNyaN2Sgsm+MwOZp2UQxw== 0001145549-05-000477.txt : 20050331 0001145549-05-000477.hdr.sgml : 20050331 20050331075650 ACCESSION NUMBER: 0001145549-05-000477 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050331 FILED AS OF DATE: 20050331 DATE AS OF CHANGE: 20050331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Finance Online Co. LTD CENTRAL INDEX KEY: 0001297830 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50975 FILM NUMBER: 05716284 BUSINESS ADDRESS: STREET 1: RM 610B, 6/F, PING STREET 2: NO.23 FINANCIAL STREET, XICHENG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100032 BUSINESS PHONE: (86-10)6621-0631 MAIL ADDRESS: STREET 1: RM 610B, 6/F, PING STREET 2: NO.23 FINANCIAL STREET, XICHENG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100032 6-K 1 u99639e6vk.txt CHINA FINANCE ONLINE CO. LIMITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE MONTH OF MARCH 2005 CHINA FINANCE ONLINE CO. LIMITED (Translation of registrant's name into English) ROOM 610B, 6/F PING'AN MANSION NO. 23 FINANCIAL STREET XICHENG DISTRICT, BEIJING 100032 CHINA (86-10) 6621-0631 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. FORM 20-F [X] 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): 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): 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. YES [ ] NO [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-____________. CHINA FINANCE ONLINE CO. LIMITED FORM 6-K TABLE OF CONTENTS
PAGE ------ Signature Page 3 China Finance Online Announces Stock Repurchase Program, dated March 31, 2005 Page 4
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 By: /s/ Sam Qian ----------------------------- Name: Sam Qian Title: President and Chief Financial Officer Date: March 31, 2005
EX-99.1 2 u99639exv99w1.txt EX-99.1 CFO ANNOUNCES STOCK REPURCHASE PROGRAM EXHIBIT 99.1 CHINA FINANCE ONLINE ANNOUNCES STOCK REPURCHASE PROGRAM Beijing, China, March 31, 2005 -- China Finance Online Co. Limited (Nasdaq: JRJC), one of the leading companies that specialize in providing online financial and listed company data and information in China, announced today that its board of directors has approved a stock repurchase program pursuant to which the company expects to purchase from time to time up to US$10 million worth of its American Depositary Shares, or ADSs, over a period of six months. Under the terms of the approved stock repurchase program, China Finance Online will repurchase its ADSs through open market purchases on NASDAQ on terms deemed appropriate by the company in compliance with the anti-manipulation provisions of the SEC's Rule 10b-18. The timing and amount of repurchase transactions under this program will depend on market conditions as well as other corporate and regulatory considerations, and will also be subject to Rule 10b-18 requirements. The purchases will be funded from available working capital. As of February 28, 2005, China Finance Online had 6,320,000 ADSs outstanding. "We believe that China Finance Online's stock is undervalued in the marketplace and as such represents a sound investment for the company," said Sam Qian, president and chief financial officer of China Finance Online. "In addition, we believe this repurchase represents China Finance Online's commitment to its shareholders and serves as an indication of the fundamental strength of the company and its positive outlook for long-term growth. We are confident in the future of China Financial Online and believe this repurchase program articulates our confidence while at the same time allows us to maintain significant cash for strategic purposes." SAFE HARBOR STATEMENT This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Among other things, the quotations from management in this press release, as well as China Finance Online's strategic and operational plans, contain forward looking statements. China Finance Online may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission on forms 20-F and 6-K, etc., in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about China Finance Online's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, China Finance Online's historical losses, its limited operating history, declines or disruptions in the online financial industry, the recurrence of SARS, China Finance Online's reliance on relationships with Chinese stock exchanges and raw data providers, fluctuations in quarterly operating results, failure to successfully compete against new and existing competitors, and other risks outlined in China Finance Online's filings with the U.S. Securities and Exchange Commission, including its registration statement on Form F-1, as amended. China Finance Online does not undertake any obligation to update any forward-looking statement, except as required under applicable law. ABOUT CHINA FINANCE ONLINE CO. LIMITED China Finance Online Co. Limited specializes in providing online financial and listed company data and information in China. Through its website, www.jrj.com, the company offers subscription-based service packages that integrate financial and listed company data and information from multiple sources with features and functions such as data and information search, retrieval, delivery, storage and analysis. These features and functions are delivered through proprietary software that is available by download. For further information please contact: Jing Wu China Finance Online Co. Limited Tel: (+86-10) 6621-0425 Email: ir@jrj.com
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