exv4w68






Exhibit 4.68




[Translated from the original Chinese version]

SHARE PLEDGE AGREEMENT




This Share Pledge Agreement (this “Agreement”) is executed by and among the following parties on
June 8, 2008.



Pledgor A: Zhenfei Fan

Address: 9/F.,Tower C, Corporation Mansion, No.35 Financial Avenue Xicheng

District, Beijing 100140 China

ID No.: 37082197711186915




Pledgor B: Xun Zhao

Address: 9/F.,Tower C, Corporation Mansion, No.35 Financial Avenue Xicheng

District, Beijing 100140 China

ID No.: 430502197212241538




Pledgee: Fortune Software (Beijing) Co., Ltd.

Registered address: Room12B11, Qingyun Dangdai Plaza, No.9 Building of Mantingfangyuan Housing
Estate, Qingyunli, Haidian District, Beijing



Unless otherwise provided hereunder, Pledgor A and Pledgor B shall hereinafter be referred to
collectively as the “Pledgors”.



WHEREAS:



1. Zhenfei Fan, Pledgor A, and Xun Zhao, Pledgor B, are both citizens of the
People’s Republic of China (the “PRC”), and hold 55% and 45% of the equity interest in
Shanghai Chongzhi Information Technology Co. Ltd.(“Chongzhi”), respectively. Chongzhi is a
company registered in Shanghai, PRC, engaged in the business of network operation.



2. Pledgee is a wholly foreign-own enterprise registered in Beijing, PRC, with approvals from the
relevant PRC authorities to engage in the business of, among others, internet technology consulting
and technology services. Chongzhi and Pledgee have entered into the agreements (collectively, the
“Service Agreements”).



3. To secure the fees payable under the Service Agreements (the “Service Fee”) from Chongzhi to
Pledgee, Pledgors hereby pledge their respective interests in Chongzhi to Pledgee.



Pursuant to the provisions of the Service Agreements, Pledgors and Pledgee have agreed to enter
into this Agreement according to the following terms and conditions.



ARTICLE 1. DEFINITIONS




Unless otherwise provided herein, the terms below shall have the following meanings:



1.1 “Pledge Rights” means the rights set forth in Article 2 of this Agreement.



1.2 “Share Equity” means the equity interest held by Pledgors in Chongzhi.



1.3 “Pledged Property” means the share interest and the dividends deriving therefrom pledged by
Pledgors to Pledgee under this Agreement.



1.4 “Secured Indebtedness” means all the amounts payable by Chongzhi to Pledgee under the Service
Agreements, including the Service Fee and interests accrued thereon, liquidated damages,
compensations, costs and expenses incurred by Pledgee in connection with collection of such fees,
interest, damages and compensations, and losses incurred to Pledgee as a result of any default by
Chongzhi and other expenses payable under the Service Agreements.



 









 





1.5 “Term of Pledge” means the term stated in Section 4.1 of this Agreement.



1.6 “Service Agreements” means all the agreements entered into by Chongzhi and Pledgee, including
but not limited to Strategy Consulting Services Agreement and Technical Support Agreement.



1.7 “Event of Default” means any event set forth in Article 8 of this Agreement.



1.8 “Notice of Default” means the notice issued by Pledgee in accordance with this Agreement
declaring an Event of Default.



ARTICLE 2. PLEDGE RIGHTS




2.1 Pledgors hereby pledge to Pledgee all of their Share Equity in Chongzhi to secure the Secured
Indebtedness of Chongzhi. Pledge Rights shall mean Pledgee’s priority right in receiving
compensation from the sale or auction proceeds of the Pledged Property (including the dividends
generated by the Share Equity during the term of this Agreement).



ARTICLE 3. SCOPE OF PLEDGE SECURITY




3.1 The scope of pledge security hereunder shall cover all of the Secured Indebtedness,
including all the Service Fee and interest accrued thereon, liquidated damages,
compensation, costs and expenses incurred by Pledgee to collect such fee, interests, damages
and compensation, and losses incurred to Pledgee as a result of any default by Chongzhi and all
other expenses payable under the Service Agreements.



ARTICLE 4. TERM OF PLEDGE AND REGISTRATION




4.1 This Agreement shall become effective on the date when the Pledge hereunder is registered in
the Shareholders’ List of Chongzhi. The term of the Pledge shall be the same as the term of the
Strategy Consulting Services Agreement (should the term of the Strategy Consulting Services
Agreement be extended, the term of the Pledge shall be extended accordingly). Pledgors shall cause
Chongzhi to register the Pledge hereunder in its Shareholders’ List within three (3) days after
this Agreement is executed.



4.2 In the event that any change of the matters registered in Chongzhi’s Shareholders’ List is
required as a result of change of any matters relating to the Pledge, Pledgors and Pledgee shall
cause the matters registered in Chongzhi’s Shareholders’ List be changed accordingly within fifteen
(15) days after such change takes place.



ARTICLE 5. CUSTODY OF CERTIFICATES




Pledgors shall deliver to Pledgee the capital contribution certificates with respect to their
interest in Chongzhi and Chongzhi’s Shareholders’ List within seven (7) days after this Agreement
is executed.



ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF PLEDGORS




6.1 Pledgors are legally registered shareholders of Chongzhi and have paid Chongzhi the full amount
of their respective portions of Chongzhi’s registered capital required under Chinese law. Pledgors
neither have sold nor will sell to any third party their Share Equity in Chongzhi.



6.2 Pledgors fully understand the contents of the Service Agreements and have entered into this
Agreement voluntarily. The signatories signing this Agreement on behalf of Pledgors have the rights
and authorizations to do so.



6.3 All documents, materials and certificates provided by Pledgors to Pledgee hereunder are
correct, true, complete and valid.



 









 





6.4 When Pledgee exercises its right hereunder in accordance with this Agreement, there shall be no
intervention from any other parties.



6.5 Pledgee shall have the right to dispose of and transfer the Pledge Rights in accordance with
the provisions hereof.



6.6 Pledgors have not created any mortgage, pledge, secured interests or other form of debt
liabilities over the Share Equity other than the Pledge created hereunder.



ARTICLE 7. COVENANTS OF PLEDGORS




7.1 For the benefit of Pledgee, Pledgors hereby make the following covenants, during the term of
this Agreement:



7.1.1 without the prior written consent of Pledgee, Pledgors shall not transfer the Share Equity,
or create or consent to any creation of any pledge over, the Share Equity that may affect Pledgee’s
rights and interests hereunder, or cause the shareholders’ meetings of Chongzhi to adopt any
resolution on sale, transfer, pledge or in other manner disposal of the Share Equity or approving
the creation of any other security interest on the Share Equity, provided that the Share
Equity may be transferred to Pledgee or any party designated by Pledgee according to
Purchase Option and Cooperation Agreement dated June 8, 2008 among Pledgee, Pledgors, and
Chongzhi and Pledgors may transfer the Share Equity to each other to the extent such transfer will
not effect Pledgee’s interest (the transferring Pledgor shall deliver a prior notice to Pledgee
before making the transfer).



7.1.2 Pledgors shall comply with all laws and regulations applicable to the Pledge. Within five (5)
days of receipt of any notice, order or recommendation issued or promulgated by competent
government authorities relating to the Pledge, Pledgors shall deliver such notice, order or
recommendation to Pledgee, and shall comply with the same, or make objections or statements with
respect to the same upon Pledgee’s reasonable request or with Pledgee’s consent.



7.1.3 Pledgors shall promptly notify Pledgee of any event or notice received by Pledgors that may
have a material effect on Pledgee’s rights in the Pledged Property or any portion thereof, as well
as promptly notify Pledgee of any change to any warranty or obligation of Pledgors hereunder, or
any event or notice received by Pledgors that may have a material effect to any warranty or
obligation of the Pledgors hereunder.



7.2 Pledgors warrant that Pledgee’s exercise of the Pledge Rights as pledge pursuant to this
Agreement shall not be interrupted or impaired by Pledgors or any successors or representatives of
Pledgors or any other parties through any legal proceedings.



7.3 Pledgors hereby warrant to Pledgee that, to protect or perfect the security interest created by
this Agreement to secure the Secured Indebtedness, Pledgors will execute in good faith, and cause
other parties who have an interest in the Pledge Rights to execute, all certificates of rights and
instruments as requested by Pledgee, and/or take any action, and cause other parties who have an
interest in the Pledge Rights to take any action, as requested by Pledgee, and facilitate the
exercise by Pledgee of its rights and authority provided hereunder, and execute all amendment
documents relating to certificates of Share Equity with Pledgee or its designated person(s)
(natural persons/legal persons), and shall provide Pledgee, within a reasonable period of time,
with all notices, orders and decisions regarding the Pledge Rights requested by Pledgee. Pledgors
hereby warrant to Pledgee that, for Pledgee’s benefit, Pledgors shall comply with all warranties,
covenants, agreements, representations and conditions provided hereunder. In the event that
Pledgors fail to comply with or perform any warranties, covenants, agreements, representations and
conditions, Pledgors shall indemnify Pledgee for all of its losses resulting therefrom.



ARTICLE 8. EVENTS OF DEFAULT




8.1 Each of the following events shall constitute an Event of Default:



 









 





8.1.1 Chongzhi fails to pay in full any Secured Indebtedness on time;



8.1.2 Any representation or warranty made by Pledgors under Article 6 of this

Agreement is misleading or untrue, or Pledgors have violated any of the warranties in Article 6 of
this Agreement;



8.1.3 Pledgors breach any of the covenants in Article 7 of this Agreement;



8.1.4 Pledgors breach any other provisions of this Agreement;



8.1.5 Pledgors give up all or any part of the Pledged Property, or transfer all or any part of the
Pledged Property without the written consent of Pledgee (except the transfers permitted hereunder);



8.1.6 Any of Pledgors’ loans, guarantees, indemnification, commitment or other indebtedness to any
third party (1) have been subject to a demand of early repayment due to an event of default; or (2)
have become due but failed to be repaid in a timely manner, thus leading Pledgee to believe that
Pledgors’ ability to perform their obligations under this Agreement has been impaired;



8.1.7 Pledgors are unable to repay any other material debts;



8.1.8 Any applicable laws have rendered this Agreement illegal or made it impossible for Pledgors
to continue to perform their obligations hereunder;



8.1.9 All approvals, licenses, permits or authorizations from government agencies that make this
Agreement enforceable, legal and effective have been withdrawn, terminated, invalidated or
substantively revised;



8.1.10 Any adverse change has taken place to any properties owned by Pledgors, which leads Pledgee
to believe that Pledgors’ ability to perform their obligations under this Agreement has been
affected;



8.1.11 The successor or trustee of Chongzhi is only able to partially perform or refuses to perform
the payment obligations under the Service Agreements;



8.1.12 Any breach of other provisions of this Agreement resulting from any action or omission by
Pledgors; and



8.1.13 Any other event whereby Pledgee is unable to exercise its right with respect to the Pledge
hereunder pursuant to relevant laws.



8.2 Pledgors shall immediately notify Pledgee in writing of any event set forth in Section 8.1 or
any circumstance which many lead to any such event as soon as Pledgors know or are aware of such
event.



8.3 Unless an Event of Default set forth in this Section 8.1 has been resolved to the satisfaction
of Pledgee, Pledgee may, upon the occurrence of an Event of Default or at any time thereafter,
issue a Notice of Default to Pledgors in writing and demand that Pledgors to immediately pay all
the amounts due under the Service Agreements and all other amounts payable due to Pledgee, or
exercise Pledge Rights in accordance with the provisions of this Agreement.



ARTICLE 9. EXERCISE OF PLEDGE RIGHTS




9.1 Prior to the full payment of Secured Indebtedness under the Service Agreements, Pledgors shall
not assign, or in any manner dispose of, the Pledged Property without Pledgee’s written consent.



9.2 Pledgee shall issue a Notice of Default to Pledgors when exercising the Pledge Rights.



 









 





9.3 Subject to the provisions of Section 8.3, Pledgee may exercise the right to dispose of the
Pledged Property concurrently with the issuance of the Notice of Default in accordance with Section
8.3 or at any time after the issuance of the Notice of Default.



9.4 Pledgee shall have the right to dispose of the Pledged Property under this Agreement in part or
in whole in accordance with legal procedures (including but not limited to negotiated transfer,
auction or sale of the Pledged Property) and receive a priority payment from the proceeds of the
Pledged Property until all of the Secured Indebtedness have been fully repaid.



9.5 When Pledgee exercises its rights under the Pledge in accordance with this Agreement, Pledgors
shall not create any impediment, and shall provide necessary assistance to enable Pledgee to
exercise the Pledge Rights.



ARTICLE 10. ASSIGNMENT




10.1 Without Pledgee’s prior consent, Pledgors cannot give away or assign to any party their rights
and obligations under this Agreement.



10.2 This Agreement shall be valid and binding on each Pledgor and their respective successors.



10.3 Pledgee may assign any and all of its rights and obligations under the Service Agreements to
its designated person(s) (natural/legal persons) at any time, in which case the assignees shall
have the rights and obligations of Pledgee under this Agreement, as if it were a party to this
Agreement.



10.4 In the event that the Pledgee changes due to any transfer permitted hereunder, the new parties
to the Pledge shall execute a new pledge agreement.



ARTICLE 11. TERMINATION




This Agreement shall be terminated when the Secured Indebtedness has been fully repaid and Chongzhi
is no longer obliged to undertake any obligations under the Service Agreements. In this
circumstance, Pledgee shall cancel or terminate this Agreement as soon as reasonably practicable.



ARTICLE 12. HANDLING FEES AND OTHER EXPENSES




12.1 All fees and out of pocket expenses relating to this Agreement, including but not limited to
legal fees, cost of documentation, stamp duty and any other taxes and fees, shall be borne by
Pledgors. In the event that the law requires Pledgee to pay any taxes, Pledgors shall reimburse
Pledgee for such taxes paid by Pledgee.



12.2 In the event that Pledgors fail to pay any taxes or fees in accordance with the provisions of
this Agreement, or due to any other reasons, Pledgee has to recover such taxes and fees payable by
Pledgors through any means or in any manner, all costs and expenses (including but not limited to
all the taxes, handling fees, management fees, cost of litigation, attorney’s fees and insurance
premiums) resulting therefrom shall be borne by Pledgors.



ARTICLE 13. FORCE MAJEURE




13.1 In the event that the performance of this Agreement is delayed or impeded by “an event of
force majeure”, the party affected by such event of force majeure shall not be liable for any
liability hereunder with respect to the part of performance being delayed or impeded. “An event of
force majeure” means any event beyond the reasonable control of the effected party and cannot be
avoided even if the affected party has exercised reasonable care, which include but not limited to
government actions, acts of God, fire, explosions, geographic changes, storms, flood, earthquakes,
tides, lightning and war. Notwithstanding the foregoing, a lack of credit, funds or financing shall
not be deemed as a circumstance beyond the reasonable control of an effected party. The party
affected by “an event of force majeure” and seeking to relieve the



 









 







performance liability under this Agreement or any provisions thereof shall notify the other party
of its intention for seeking such relief and the measures it will take to reduce the impact of the
force majeure as soon as possible.



13.2 The party affected by force majeure shall not be liable for any liability with respect to the
part of performance being delayed or impeded if the effected party has taken reasonable efforts to
perform this Agreement. As soon as the course of such relief is eliminated, the Parties shall use
their best efforts to resume the performance of this Agreement.



ARTICLE 14. RESOLUTION OF DISPUTES




14.1 This Agreement shall be governed by and construed according to the laws of PRC.



14.2 In the event of any dispute with respect to the construction and performance of the provisions
of this Agreement, the parties shall first try to resolve the dispute through friendly
consultations. Upon failure of such consultations, any party may submit the relevant disputes to
the China International Economic and Trade Arbitration Commission for arbitration in accordance
with its then effective arbitration rules. The arbitration shall be administered in Beijing and the
language used for the arbitration shall be Chinese. The arbitration award shall be final and
binding on all parties.



ARTICLE 15. NOTICES




Notices sent by the parties hereto shall be in writing (“in writing” shall include facsimiles and
telexes). If sent by hand, such notice shall be deemed to have been delivered upon actual delivery;
if sent by telex or facsimile, such notice shall be deemed to have been delivered at the time of
transmission. If the date of transmission is not a business day or if transmission is after working
hours, then the next business day shall be deemed as the date of delivery. The address of delivery
shall be the addresses of the Parties stated on the first page of this Agreement or addresses
notified in writing at any time after this Agreement is executed.



ARTICLE 16. AMENDMENTS, TERMINATION AND CONSTRUCTION




16.1 No amendment to this Agreement shall be effective unless such amendment has been agreed by all
of the Parties and the Parties have obtained necessary authorization and approvals with respect to
such amendment (including the approval that Pledgee must obtain from the audit committee or other
independent body established according to the Sarbanes-Oxley Act and the NASDAQ Rules under the
board of directors of its overseas holding company — China Finance Online Co., Limited). The
appendixes, exhibits and amendments of this Agreement shall be an integral part of this Agreement.



16.2 The provisions to this Agreement are severable from each other. The invalidity of any
provision hereof shall not effect the validity or enforceability of any other provision hereof.



ARTICLE 17. EFFECTIVENESS AND OTHERS




17.1 This Agreement shall take effect upon satisfaction of the following conditions:



(1) This Agreement has been executed by all parties hereto; and



(2) Pledgors have recorded the Pledge hereunder in the Shareholders’ List of Chongzhi.



17.2 This Agreement is written in Chinese in three counterparts. Each of the Parties shall hold one
counterpart.



IN WITNESS WHEREOF, the parties have caused this Agreement executed by their
duly authorized representatives in Beijing on the date first above written.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




 









 








[Execution page only]




	 	 	 	 	 
	Pledgor A: Zhenfei Fan

 	 	 
	 	 	 
	Signature: 	 	 
	 	 	 
	 
	Pledgor B: Xun Zhao

 	 	 
	 	 	 
	Signature: 	 	 
	 	 	 
	 
	Pledgee: Fortune Software (Beijing) Co., Ltd.



(Seal)

Authorized representative:

 	 	 
	 	 	 
	Signature: