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CNET [ChinaNet Online] 10-K/A: (Original Filing)

[] [(1) I have reviewed this Annual Report on Form 10-K/A of ChinaNet Online Holdings, Inc., for the fiscal year ended December 31, 2012. (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [(1) I have reviewed this Annual Report on Form 10-K/A of ChinaNet Online Holdings, Inc., for the fiscal year ended December 31, 2012. (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [As Adopted Sarbanes - Oxley Act of 2002 (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 30, 2013 April 30, 2013]

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CNET [ChinaNet Online] 10-K/A:

[] [(1) I have reviewed this Annual Report on Form 10-K/A of ChinaNet Online Holdings, Inc., for the fiscal year ended December 31, 2012. (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [(1) I have reviewed this Annual Report on Form 10-K/A of ChinaNet Online Holdings, Inc., for the fiscal year ended December 31, 2012. (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [As Adopted Sarbanes - Oxley Act of 2002 (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 30, 2013 April 30, 2013]

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CNET [ChinaNet Onlines,] 10-K/A: (Original Filing)

[S Yes S Yes S S Large Accelerated Filer S Yes 2 EXPLANATORY NOTE This Amendment No. 1 does not affect any other portion of the 2012 Annual Report.ditionally, exceptecifically referenced herein, this Amendment No. 1 does not reflect any event occurring after April 15, 2013, the filingte of the 2012 Annual Report.] [(1)I have reviewed this Annual Report on Form 10-K/A of ChinaNet Onlines, for the fiscal year ended December 31, 2012. (2)Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [(1)I have reviewed this Annual Report on Form 10-K/A of ChinaNet Onlines, for the fiscal year ended December 31, 2012. (2)Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [Asoptedrbanes - Oxley Act of 2002 (2)the informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. April 30, 2013 April 30, 2013 exh_321.htm 4 EX-32.1]

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CNET [ChinaNet Onlines,] 10-K/A: S Yes S Yes S S Large Accelerated

[S Yes S Yes S S Large Accelerated Filer S Yes 2 EXPLANATORY NOTE This Amendment No. 1 does not affect any other portion of the 2012 Annual Report.ditionally, exceptecifically referenced herein, this Amendment No. 1 does not reflect any event occurring after April 15, 2013, the filingte of the 2012 Annual Report.] [(1)I have reviewed this Annual Report on Form 10-K/A of ChinaNet Onlines, for the fiscal year ended December 31, 2012. (2)Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [(1)I have reviewed this Annual Report on Form 10-K/A of ChinaNet Onlines, for the fiscal year ended December 31, 2012. (2)Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [Asoptedrbanes - Oxley Act of 2002 (2)the informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. April 30, 2013 April 30, 2013 exh_321.htm 4 EX-32.1]

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CNET [ChinaNet Online] 8-K: (Original Filing)

[ChinaNet Online Holdings Reports Fourth Quarter and Full Year 2012 Financial Results th Management to host conference call on Wednesday, April 17 BEIJING, April 1 , 2013 -- ChinaNet Online Holdings, Inc. ("ChinaNet" or the “Company”), (Nasdaq: CNET), a , today announced financial results for the 2012. Summary Financials Fourth Q uarter 2012 Results (USD) (Unaudited) Q4 2012 Q4 2011] []

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CNET [ChinaNet Online] 8-K: ChinaNet Online Holdings Reports Fourth Quarter and Full

[ChinaNet Online Holdings Reports Fourth Quarter and Full Year 2012 Financial Results th Management to host conference call on Wednesday, April 17 BEIJING, April 1 , 2013 -- ChinaNet Online Holdings, Inc. ("ChinaNet" or the “Company”), (Nasdaq: CNET), a , today announced financial results for the 2012. Summary Financials Fourth Q uarter 2012 Results (USD) (Unaudited) Q4 2012 Q4 2011] []

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CNET [ChinaNet Onlines,] 8-K: (Original Filing)

[ChinaNet Onlines Reports Fourth Quarter and Full Year 2012 Financial Results th Management to hostnferencell on Wednesday, April 17 Summary Financials Fourth Q uarter 2012 Results (USD) (Unaudited) Q4 2012 Q4 2011 CHANGEles $8.3 million $6.2 million % +34 Gross Profit $4.8 million $3.0 million +60% Gross Margin] [exh_992.htm 3 EX-99.2]

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CNET [ChinaNet Onlines,] 8-K: ChinaNet Onlines Reports Fourth Quarter and Full Year

[ChinaNet Onlines Reports Fourth Quarter and Full Year 2012 Financial Results th Management to hostnferencell on Wednesday, April 17 Summary Financials Fourth Q uarter 2012 Results (USD) (Unaudited) Q4 2012 Q4 2011 CHANGEles $8.3 million $6.2 million % +34 Gross Profit $4.8 million $3.0 million +60% Gross Margin] [exh_992.htm 3 EX-99.2]

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CNET [ChinaNet Online] 10-K: S £ Yes S £ Yes £ S

[S £ Yes S £ Yes £ S £ £ £ S Large Accelerated Filer £ S Yes DOCUMENTS INCORPORATED BY REFERENCE TABLE OF CONTENTS PART I] [Subsidiaries China Net Online Media Group Limited, a British Virgin Islands company. CNET Online Technology Limited, a Hong Kong company. Rise King Century Technology Development (Beijing) Co., Ltd., a wholly foreign-owned enterprise (“WOFE”), established in the People’s Republic of China (the “PRC”). Through a series of contractual agreements between the WFOE and Business Opportunity Online (as defined below), Beijing CNET] [INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statement of ChinaNet Online Holdings, Inc. (the “Company”) on Form S-8 (file No. 333-178269) of our report dated April 15, 2013, llp Marcum Bernstein & Pinchuk LLP New York, New York April 15, 2013] [(1) I have reviewed this Annual Report on Form 10-K of ChinaNet Online Holdings, Inc., for the fiscal year ended December 31, 2012. (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [(1) I have reviewed this Annual Report on Form 10-K of ChinaNet Online Holdings, Inc., for the fiscal year ended December 31, 2012. (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [As Adopted Sarbanes - Oxley Act of 2002 (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 15, 2013 April 15, 2013]

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CNET [ChinaNet Online] 10-K: (Original Filing)

[S £ Yes S £ Yes £ S £ £ £ S Large Accelerated Filer £ S Yes DOCUMENTS INCORPORATED BY REFERENCE TABLE OF CONTENTS PART I] [Subsidiaries China Net Online Media Group Limited, a British Virgin Islands company. CNET Online Technology Limited, a Hong Kong company. Rise King Century Technology Development (Beijing) Co., Ltd., a wholly foreign-owned enterprise (“WOFE”), established in the People’s Republic of China (the “PRC”). Through a series of contractual agreements between the WFOE and Business Opportunity Online (as defined below), Beijing CNET] [INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statement of ChinaNet Online Holdings, Inc. (the “Company”) on Form S-8 (file No. 333-178269) of our report dated April 15, 2013, llp Marcum Bernstein & Pinchuk LLP New York, New York April 15, 2013] [(1) I have reviewed this Annual Report on Form 10-K of ChinaNet Online Holdings, Inc., for the fiscal year ended December 31, 2012. (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [(1) I have reviewed this Annual Report on Form 10-K of ChinaNet Online Holdings, Inc., for the fiscal year ended December 31, 2012. (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [As Adopted Sarbanes - Oxley Act of 2002 (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 15, 2013 April 15, 2013]

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