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, 2015, or the Financial Statements, which can be accessed through the SEC website athttp:///www.sec.gov or through the Company’s website athttp://ir.chinafinanceonline.com/phoenix.zhtml?c=183451&p=irol-reportsannual beginning April 27, 2016. 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, 2015 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 variable interest entities ("VIEs") and its VIEs' subsidiaries are set out in note 14 to the Financial Statements.
SHARE CAPITAL
In 2015, the Company issued 4,585,085 shares to employees under the Company’s 2004 and 2014 Stock Incentive Plans, and issued 1,095,000 shares under the Company’s option agreements that were independent of the 2004 Plan. In addition, the Company granted share options to purchase 3,920,000 ordinary shares pursuant to the 2014 Stock Incentive Plan during 2015.
Other than the foregoing, the Company did not issue any share capital for the year ended December 31, 2015.
DIRECTORS
The directors of the Company up to the date of this report were as follows:
Mr. Zhiwei Zhao
Mr. Jun Wang
Mr. Z. James Chen
Mr. Jian Wang
Mr. Yaowei Zhang
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-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. Excluding our chief executive officer, Mr. Z. James Chen and Mr. Jun Wang are required to retire by rotation at the 2016 annual general meeting.
MANAGEMENT CONTRACTS
No substantial contracts concerning the management and administration of the Company were entered into or existed during 2015.
ARRANGEMENTS TO PURCHASE SHARES OR DEBENTURES
As of the date of this report, the Company has granted the directors options to purchase 7,100,240 ordinary shares of the Company pursuant to the Company’s 2004 Stock Incentive Plan. Details of directors’ share awards at the date of this report were as follows:
| | | | Number of | |
| Name of director | | Capacity | underlying shares under 2004 Stock Incentive Plan | |
| Zhiwei Zhao | | Director | 4,200,000 | |
| Jun Wang* | | Director | 2,900,240 | |
| | | | 7,100,240 | |
*Mr. Jun Wang was granted options to purchase 1,050,000 shares of the Companyunder the 2004 Stock Incentive Plan prior to his appointment as a director of the Company.
As of the date of this report, the Company has granted the directors an aggregate of 650,000 restricted shares 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:
| | | | Number of | |
| Name of director | |
Capacity | underlying shares under 2014 Stock Incentive Plan | |
| Zhiwei Zhao | | Director | 260,000 | |
| Jun Wang | | Director | 150,000 | |
| Z. James Chen | | Independent director | 80,000 | |
| Jian Wang | | Independent director | 80,000 | |
| Yaowei Zhang | | Independent director | 80,000 | |
| | | | 650,000 | |
Particulars of the Company’s 2007 performance-based equity incentive plan are set out in note 19 to the Financial Statements.
Other than as disclosed above, at no time during 2015 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.
On behalf of the Board
/s/ Zhiwei Zhao
Zhiwei Zhao
CHAIRMAN
May 27, 2016
