EX-99.2 3 exhibit2.htm EX-99.2 Exhibit  EX-99.2

THIS PROXY IS SOLICITED ON BEHALF OF

THE BOARD OF DIRECTORS OF CHINA FINANCE ONLINE CO. LIMITED
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 30, 2006

The undersigned shareholder of CHINA FINANCE ONLINE CO. LIMITED, a Hong Kong company (the “Company”), hereby acknowledges receipt of the notice of annual general meeting of shareholders and proxy statement, each dated July 24, 2006, and hereby appoints Mr. Zhiwei Zhao, the Company’s chief executive officer and the person designated by the Company to receive voting proxies, proxies, with full power to his substitution, on behalf and in the name of the undersigned, to represent the undersigned at the annual general meeting of shareholders of the Company to be held on AUGUST 30, 2006 at 10:00 a.m., Beijing time, at the Company’s offices located at 9th Floor of Tower C, Corporate Square, No. 35 Financial Street, Xicheng District, Beijing, 100032, China, and at any adjournment or adjournments thereof, and to vote all ordinary shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below and (ii) in the discretion of any proxy upon such other business as may properly come before the meeting, all as set forth in the notice of annual general meeting and in the proxy statement furnished herewith.

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This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the following proposals:

                 
 
   ORDINARY RESOLUTIONS   FOR   AGAINST   ABSTAIN
 
                
 
                
1
  (i) To re-elect Mr.
Kheng Nam Lee as
Director to serve
for the ensuing two
years and until his
successor is
elected and duly
qualified. 		 







 







 







 
     
 
 
 
                
 
   (ii) To re-elect
Mr. Fansheng Guo as
Director to serve
for the ensuing two
years and until his
successor is
elected and duly
qualified. 		 







 







 







 
      
 
 
 
                
 
   [ ] Withhold
authority to vote
for any individual
nominee (write
number(s) of
nominee(s) directly
below): 		 






 






 






 
      
 
 
                 
 
   ORDINARY RESOLUTIONS   FOR   AGAINST   ABSTAIN
 
                
 
                
2
  To approve the
appointment of
Deloitte Touche
Tohmatsu CPA Ltd.
as our independent
auditors for a term
ending at our next
annual general
meeting to be held
in 2007 and to
authorize the board
of directors to
determine their
remuneration. 		 













 













 













 
     
 
 
 
                
3
  To consider and
approve the audited
consolidated
financial
statements for the
year 2005 together
with the Reports of
the Directors and
the Auditors
thereon. 		 









 









 









 
     
 
 
 
                
4
  To authorize our
board of directors
during the next
year to issue
ordinary shares or
preference shares
upon such terms and
conditions as the
board of directors,
in its discretion,
shall determine. 		 










 










 










 
     
 
 
 
                
5
  To approve the
increase in the
number of ordinary
shares available
for issuance under
the 2004 Stock
Incentive Plan by
5,000,000 ordinary
shares to
15,688,488 ordinary
shares. 		 










 










 










 
 
 
 
 

DATED:      ,2006

SHAREHOLDER NAME:

     

     

Signature

     

Signature

THIS PROXY SHOULD BE MARKED, DATED AND SIGNED BY THE SHAREHOLDER(S) EXACTLY AS HIS OR HER NAME APPEARS ON THEIR STOCK CERTIFICATE, AND RETURNED PROMPTLY IN THE ENCLOSED ENVELOPE. PERSONS SIGNING IN A FIDUCIARY CAPACITY SHOULD SO INDICATE. IF SHARES ARE HELD BY JOINT TENANTS OR AS COMMUNITY PROPERTY, BOTH SHOULD SIGN. PLEASE DATE, SIGN AND MAIL THIS PROXY CARD BACK AS SOON AS POSSIBLE!

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