China Finance Online Co. Ltd – ‘8-A12G’ on 10/4/04

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      China Finance Online Co., Limited                      3     12K 

Document Table of Contents

8-A12G
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR 12(g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

CHINA FINANCE ONLINE CO. LIMITED

(Exact name of registrant as specified in its charter)

                                                                [Download Table]

             Hong Kong SAR                              Not Applicable          
             -------------                              --------------          
                                                                                

(State of incorporation or organization)    (I.R.S. Employer Identification No.)


China Finance Online Co. Limited
Room 610B, 6/F Ping'an Mansion
 No. 23 Financial Street
Xicheng District, Beijing 100032
 China
 (86-10) 6621-0631
 -----------------
 (Address, including ZIP code of registrant's principal executive offices)

If this form relates to the registration of a class of securities pursuant to   
Section 12(b) of the Exchange Act and is effective pursuant to General          
Instruction A.(c), check the following box. [ ]                                 

If this form relates to the registration of a class of securities pursuant to   
Section 12(g) of the Exchange Act and is effective pursuant to General          
Instruction A.(d), check the following box. [X]                                 

Securities to be registered pursuant to Section 12(b) of the Act:               

                                                                [Download Table]

                                            Name of each exchange on
Title of each class be                     which each class is to be
 to be so registered                                registered      
----------------------                     -------------------------
                                                                    
        None                                           None         


 Securities Act registration statement file number to which this form relates:
333-119166 (if applicable)
----------                

 Securities to be registered pursuant to Section 12(g) of the Act:

Ordinary Shares, par value HK$0.001 per share*
 (not for trading; but only in connection with the American Depositary Shares)
(Title of class)

* American Depositary Shares, each representing 5 Ordinary Shares, are being    
registered under the Securities Act of 1933, as amended, pursuant to a separate 
Registration Statement on Form F-6 for listing on the Nasdaq National Market,   
and accordingly are exempt from registration under Section 12(g) of the         
Securities Exchange Act of 1934, as amended, pursuant to rule 12g3-2(c)         
thereunder.                                                                     

8-A12G
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.                

This Registration Statement relates to the Ordinary Shares, par value HK$0.001  
per share, of China Finance Online Co. Limited, a limited company organized and 
existing under the laws of the Hong Kong Special Administrative Region (the     
"Registrant"). A description of such Ordinary Shares is contained under the     
heading "Description of Share Capital," "Description of American Depositary     
Shares" and "Taxation" in the Registrant's Registration Statement on Form F-1,  
filed with the Securities and Exchange Commission on September 21, 2004         
(Registration No.333-119166), as amended, which description is incorporated     
herein by reference.                                                            

ITEM 2. EXHIBITS.                                                               

1. Copy of Specimen Ordinary Share Certificate of the Registrant (incorporated  
by reference from Exhibit 4.1 to the Registrant's Registration Statement on Form
F-1).                                                                           

2. Copy of Specimen American Depositary Receipts (incorporated by reference from
Exhibit 4.3 to the Registrant's Registration Statement on Form F-1).            

3. Amended and Restated Memorandum and Articles of Association of the Registrant
(incorporated by reference from Exhibit 3.1 to the Registrant's Registration    
Statement on Form F-1).                                                         

4. Shareholders Agreement of China Finance Online Co. Limited among PTV-China,  
Inc., Vertex Technology Fund (III) Ltd., Cast Holding, Inc., Normart            
Enterprises, Inc., China Finance Online Col, ltd., Cen Anin, Zou Qixiong, Lin   
Gang, Zhang Libo, Ning Jun, Wang Xinzheng, Fan Zhongkui and Zheng Changqing     
dated June 2000 (incorporated by reference from Exhibit 4.2 to the Registrant's 
Registration Statement on Form F-1).                                            

5. Form of Deposit Agreement (incorporated by reference from Exhibit 4.4 to the 
Registrant's Registration Statement on Form F-1).                               

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SIGNATURE 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of    
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized.                         

                                        CHINA FINANCE ONLINE CO. LIMITED

Date: October 4, 2004                       By: /s/ Jun Ning                    
                                            ----------------------------
                Jun Ning
                                            Chairman and Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
Filed on:		10/4/04		3					F-1/A
		9/21/04		2					F-1
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