[SCHEDULE TO Item 1. Summary Term Sheet. The information set forth in the section of the Offer Letter titled “Summary” is incorporated herein by reference. Item 2. Subject Company Information. (a) Name and Address. (b) Securities. (c) Trading Market and Price. The information set forth in the Offer Letter under “The Offer, Section 6. Price Range of Shares” is incorporated] [OFFER LETTER IMPORTANT PROCEDURES • • • • your other required documents cannot be delivered to the Depositary before the expiration of the Offer, THE COMPANY WILL NOT ISSUE FRACTIONAL SHARES IN THE OFFER AND WILL PAY A CASH ADJUSTMENT FOR ANY FRACTIONAL SHARE BASED UPON THE LAST SALE PRICE OF OUR SHARES ON THE NASDAQ GLOBAL MARKET ON THE] [LETTER OF TRANSMITTAL The Depositary for the Offer is: Empire Stock Transfer Inc. BY MAIL, HAND OR OVERNIGHT DELIVERY: Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) Series A-1 Total Number Total Number of Shares Total Name(s) and Address(es) of Registered Holder(s) Series A-2 Total Number Total Number of Shares] [NOTICE OF GUARANTEED DELIVERY This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if: • Depositary • Time will not permit all required documents, including a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal) and any other] [CHINANET ONLINE HOLDINGS, INC. of Offer Letter to Exchange for Shares THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 30, 2011, UNLESS THE TENDER OFFER IS EXTENDED. December 1, 2011 To Brokers, Dealers, Commercial Banks, Offer Letter Offer Company Shares Offer Period Expiration Date Enclosed for your consideration are the Offer] [CHINANET ONLINE HOLDINGS, INC. of Offer Letter to Exchange for Shares THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 30, 2011, UNLESS THE TENDER OFFER IS EXTENDED. To Our Clients: Offer Letter Offer Company Shares Offer Period Expiration Date Enclosed for your consideration are the Offer Letter, dated December 1, 2011]

[SCHEDULE TO Item 1. Summary Term Sheet. The information set forth in the section of the Offer Letter titled Summary isorporated herein by reference. Item 2. Subjectmpany Information. (a)Name anddress. (b)Securities. (c)Trading Market and Price. The information set forth in the Offer Letter under The Offer, Section 6. Price Range of Shares isorporated herein by] [OFFER LETTER IMPORTANT PROCEDURES your other required documentsnnot be delivered to the Depositary before the expiration of the Offer, THEMPANY WILL NOT ISSUE FRACTIONAL SHARES IN THE OFFER AND WILL PAY ASHJUSTMENT FOR ANY FRACTIONAL SHARE BASED UPON THE LASTLE PRICE OF OUR SHARES ON THE NASDAQ GLOBAL MARKET ON THE LAST TRADINGY BEFORE THE] [LETTER OF TRANSMITTAL The Depositary for the Offer is: Empire Stock Transfer BY MAIL, HAND OR OVERNIGHT DELIVERY: Name(s) anddress(es) of Registered Holder(s) (Please fill in, if blank, exactly name(s) Series A-1 Total Number Total Number of Shares Total Name(s) anddress(es) of Registered Holder(s) Series A-2 Total Number] [NOTICE OF GUARANTEED DELIVERY This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if: Depositary Time will not permitl required documents,luding a properlympleted and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal) and any other] [CHINANET ONLINES, of Offer Letter to Exchange for Shares THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 30, 2011, UNLESS THE TENDER OFFER IS EXTENDED. December 1, 2011 To Brokers, Dealers,mmercial Banks, Offer Letter Offermpany Shares Offer Period] [CHINANET ONLINES, of Offer Letter to Exchange for Shares THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 30, 2011, UNLESS THE TENDER OFFER IS EXTENDED. To Our Clients: Offer Letter Offermpany Shares Offer Period Expirationte Enclosed for yournsideration are the Offer Letter,ted December 1, 2011 (the]