China Finance Online Co. Limited

SIGNATURES

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: 07/28/2006	By:	Zhiwei Zhao
	Name:	Zhiwei Zhao
	Title:	Chief Exeutive Officer

EXHIBIT INDEX

Exhibit No.		Description

99.1		Report of the Directors for the year ended on December 31, 2005

EX-99.1 2 exhibit1.htm EX-99.1 Exhibit EX-99.1

CHINA FINANCE ONLINE CO. LIMITED

REPORT OF THE DIRECTORS

The directors present their report and the audited financial statements for the year ended 31 December 2005.

PRINCIPAL ACTIVITIES

The Company acts as an investment holding company and provides corporate management services. The activities of its principal subsidiaries are set out in note 14 to the financial statements.

RESULTS

The results of the Group for the year ended 31 December 2005 are set out in the consolidated income statement on page 4.

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 Group are set out in note 12 to the financial statements.

SHARE CAPITAL

Details of movements during the year in the share capital of the Company are set out in note 18 to the financial statements.

DIRECTORS

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

Mr. Zhao Zhiwei (appointed on 25 July 2005) Mr. Hugo Shong Mr. Lee Kheng Nam Mr. Wang Ling Mr. Guo Fansheng Mr. Ning Jun (resigned on 25 July 2005)

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 the year.

ARRANGEMENTS TO PURCHASE SHARES OR DEBENTURES

During the year, directors were granted options to purchase 1,090,000 shares of the Company. None of the directors exercised any options except that Ning Jun exercised 1,295,000 share options during the year. Details of directors’ share options at 31 December 2005 were as follows:


		Number of		Number of
Name of director	Capacity	options held		underlying shares
Zhao Zhiwei	Director		400,000		400,000
Ning Jun	Director*		430,000		430,000
Hugo Shong	Director		160,000		160,000
Lee Khen g Nam	Independent director		220,000		220,000
Guo Fansheng	Independent director		140,000		140,000
Wang Ling	Independent director		140,000		140,000
			¨D¨D¨D¨D¨D¨D¨D		¨D¨D¨D¨D¨D¨D¨D
			1,490,000		1,490,000

* Resigned during the year.

Particulars of the Company’s stock incentive plan are set out in note 19 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 Messrs. Deloitte Touche Tohmatsu as auditors of the Company.

On behalf of the Board

Hugo Shong
CHAIRMAN
21 April 2006

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 100032
——————————————————————————————————— (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: [x] Form 20-F [ ] 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 [x] No