The purpose of the Nominations Committee (the “ Committee”) and this Nominations Committee Charter (this “ Charter”) of China Finance Online Co. Limited (the “ Company”) is (a) to identify (i) individuals qualified to be members of the Board of Directors (the “ Board”) and (ii) directors qualified to serve on Board committees; (b) to select, or recommend for the Board’s selection, the individual(s) to be named in the Company’s annual report as candidate(s) for election to the Board; (c) upon any mid-term Board vacancy or other circumstance under which applicable law and the Company’s Memorandum of Association and Articles of Association (the “ Constitutional Documents”) allow the Board to appoint a new director, to select, or recommend for the Board’s selection, the individual(s) to be appointed as director(s) by the Board; and (d) to make recommendations to the Board regarding (i) which directors the Board appoints to serve on its various committees, (ii) which committee member is selected as the chairperson of each committee, and (iii) the terms of directors’ and chairpersons’ service on each committee (or as chairperson, as applicable) and on the Board. No appointment by the Board shall be invalid, however, as a result of any failure of the Committee to make a recommendation to the Board regarding such appointment. In the event of any inconsistency between a nominee selected (or recommended) by the Committee and a nominee selected (or recommended to shareholders) by the Board, the Board’s choice shall be respected.

The Committee will be comprised of two or more directors. All members of the Committee shall: (a) be independent directors (as determined by the Board) under the independence standards of the Nasdaq National Market (“ Nasdaq”), which standards are set forth under the definition of “independent director” under Rule 4200(a)(15) of the Nasdaq Marketplace Rules (set forth in Annex A attached hereto). The members of the Committee shall be appointed by and serve at the discretion of the Board. The Board will appoint the Chairperson of the Committee.

The Board delegates to the Committee the express authority to do the following, to the fullest extent permitted by applicable law and the Company’s Constitutional Documents:

1. Board Composition . Evaluate the size and composition of the Board, develop criteria for Board membership, and evaluate the independence of existing and prospective directors.
2. Candidates and Nominees . Actively seek and evaluate qualified individuals to become new directors as needed. Review and develop the Board’s criteria for selecting new directors, including standards for director independence and the need to ensure that a majority of members of the Board are neither United States citizens nor United States residents to preserve the Company’s status as a “foreign private issuer,” as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act”), which definition is set forth in Annex B hereto. In accordance with the Company’s Corporate Governance Guidelines, establish procedures to solicit, review, and recommend to the Board, potential director nominees proposed by shareholders. Select or recommend that the Board select the director nominees to stand for election at any meeting of shareholders or by written consent in lieu of such meeting. Criteria that will be used in connection with evaluating and selecting new directors will include factors relating to whether the director candidate would meet the definition of independence required by the Nasdaq National Market, the Exchange Act or other applicable laws and regulations, as well as skills, occupation, and experience in the context of the needs of the Board, and such other matters as the Committee shall determine to be necessary or appropriate from time to time and in light of the facts and circumstances then applicable for the Committee.
3. Current Directors. Review the suitability of each Board member for continued service when his or her term expires and when he or she has a significant change in status.
4. Committees . Evaluate the nature, structure and composition of other Board committees. Make recommendations to the Board as to qualifications of members of the Board’s committees, committee member appointment and removal, and committee reporting to the Board.
5. Succession Planning. Monitor and make recommendations with respect to succession planning for the Chief Executive Officer and other officers.
6. Annual Review. Annually review the Committee’s own performance.
7. Recommendations. Make recommendations and report to the Board and other Board committees with respect to any of the foregoing matters.
8. Other Actions. Take such other actions as may be necessary or appropriate to fulfill the Committee’s purposes (as stated above) and as may be requested or required by the Board from time to time.

Minutes of each meeting will be kept with the regular corporate records.

Subject to prior approval by the Board, the Committee may appoint subcommittees, as necessary.

1. Retention of Independent Counsel and Advisors. The Committee has the power, in its discretion, to retain at the Company’s expense such independent counsel and other advisors and experts as it deems necessary or appropriate to carry out its duties.
2. Reliance Permitted. In carrying out its duties, the Committee may act in reliance on management, the independent public accountants, the internal auditors (if any), internal and outside advisors and experts (financial, legal or otherwise), and any officers, employees, consultants and agents of the Company, as it deems necessary or appropriate.
3. Investigations. The Committee has the authority to conduct any investigation it deems necessary or appropriate to enable it to carry out its duties.
4. Required Participation of Employees. The Committee shall have unrestricted access to the Board, the other committees of the Board, the independent public accountants, the internal auditors (if any), internal and outside advisors and experts (financial, legal or otherwise), and any officers, employees, consultants and agents of the Company, and may require any such person to attend a meeting of the Committee or to meet with any members of, or consultants or advisors to, the Committee.