Form 6-K China Finance Online For: Jun 01

 

 

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 1, 2021

Commission File Number: 000-50975

 

 

 

 

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TABLE OF CONTENTS

 

 

 

 

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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.

 

 

 

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EXHIBIT INDEX

 

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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, 2020, 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://ir.chinafinanceonline.com/phoenix.zhtml?c=183451&p=irol-reportsannual beginning May 17, 2021. 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 entities ("VIEs") and its VIEs' subsidiaries are set out in note 1 to the Financial Statements.

RESULTS

The results of the Company and its subsidiaries including its variable interest entities ("VIEs") and its VIEs' subsidiaries for the year ended December 31, 2020 are set out in the consolidated statements of comprehensive income 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 including its VIEs and its VIEs' subsidiaries are set out in note 10 to the Financial Statements.

SHARE CAPITAL

In 2020, the Company did not grant any option or restricted share pursuant to the 2014 Stock Incentive Plan.

In 2020, the Company did not issue any ordinary share pursuant to the 2004 Plan and 2014 Plan.

DIRECTORS

The directors of the Company up to the date of this report were as follows:

Mr. Zhiwei Zhao

Mr. Z. James Chen

Mr. Yaowei Zhang

Mr. Jingming Zhao

Ms. Xin Yue Jasmine Geffner

We have a staggered board of directors, which means half the number of our directors (excluding our chief executive officer) shall retire from office by rotation at every annual general meeting. The directors to retire at each annual general meeting shall be those who have been longest in office since their last election. Any director appointed by the board of directors since the last annual general meeting shall hold office only until the next following annual general meeting and shall then be eligible for re-

 

 

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election but shall not be taken into account in determining the number of directors who are to retire by rotation. Our chief executive officer will at all times be a director, and will not retire as a director, so long as he remains as the chief executive officer. Our board of directors is currently comprised of five members. Mr. Zhiwei Zhao and Mr. Yaowei Zhang are required to retire by rotation at the 2021 annual general meeting. Mr. Jingming Zhao and Ms. Xin Yue Jasmine Geffner as directors are required for re-election at the 2021 annual general meeting.

MANAGEMENT CONTRACTS

No substantial contracts concerning the management and administration of the Company were entered into or existed during 2020.

ARRANGEMENTS WITH DIRECTORS TO PURCHASE SHARES OR DEBENTURES

As of the date of this report, the Company has granted the directors share awards of 4,600,000 ordinary shares of the Company pursuant to the Company’s 2004 Stock Incentive Plan, out of which 2,350,000 ordinary shares have expired. Details of directors’ underlying share awards at the date of this report were as follows:

As of the date of this report, the Company has granted the directors share awards of 5,170,000 ordinary shares of the Company pursuant to the Company’s 2014 Stock Incentive Plan. Certificates evidencing the shares shall only be issued to the participant if and when the applicable restrictions on the restricted shares lapse in accordance with the terms of the applicable award agreement and the 2014 Plan. Details of directors’ awards at the date of this report were as follows:

 

Particulars of the Company’s 2007 performance-based equity incentive plan are set out in note 16 to the Financial Statements.

Other than as disclosed above, at no time during 2020 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 appoint BDO China Shu Lun Pan Certified Public Accountants LLP as auditors of the Company.

 

 

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On behalf of the Board

/s/ Z. James Chen

Z. James Chen
EXECUTIVE DIRECTOR
June 1, 2021

 

 

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