[ChinaNet Online Holdings Reports Fourth Quarter and Full Year 2011 Earnings · $28.7 million FY 2011 revenues slightly exceeded revised guidance of $26.5 to $28.5 million · 3 Initiated BMSCB services with a total of 6 BEIJING, April , 201 “ ” -- ChinaNet Online Holdings, Inc. ("ChinaNet" or the CNET), a , today announced financial results for the fourth] []
[x o Yes x o Yes o x o o o x Large Accelerated Filer o x Yes April 12 DOCUMENTS INCORPORATED BY REFERENCE TABLE OF CONTENTS PART I] [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 16, 2012, llp llp Marcum Bernstein & Pinchuk New York, New York April 16, 2012] [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 March 31, 2011, except for revised disclosures in Note 1, 2, 22, 27 and 28, which was dated February 29, 2012, llp llp Bernstein & Pinchuk] [(1) I have reviewed this Annual Report on Form 10-K of ChinaNet Online Holdings, Inc., for the fiscal year ended December 31, 2011. (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, 2011. (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 16, 2012 April 16, 2012]
[x o Yes x o Yes o x o o o x Large Accelerated Filer o x Yes April 12 DOCUMENTS INCORPORATED BY REFERENCE TABLE OF CONTENTS PART I] [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 16, 2012, llp llp Marcum Bernstein & Pinchuk New York, New York April 16, 2012] [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 March 31, 2011, except for revised disclosures in Note 1, 2, 22, 27 and 28, which was dated February 29, 2012, llp llp Bernstein & Pinchuk] [(1) I have reviewed this Annual Report on Form 10-K of ChinaNet Online Holdings, Inc., for the fiscal year ended December 31, 2011. (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, 2011. (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 16, 2012 April 16, 2012]
[] [AMENDMENT TO EXCLUSIVE TECHNICAL AND CONSULTING AGREEMENT This amendment agreement (this Amendment) is entered into by and among the following parties (the Parties) on April 12, 2012 in Beijing. ) Party A: Simlife (Beijing Party B: Xiamen Xinreli Scientific and Technology Co,Ltd. This Amendment is the supplement to the exclusive technical and consulting agreement (the Agreement) entered into by Party] [Cooperative Agreement for China Mobile Game Business SP China Mobile Group Jiangsu Company Limited Party A: Mailing Add.: No.59 Huju Road, Nanjing City, Jiangsu Province, P.R.China Post Code: 210029 Tel.: 13800250222 Fax No.: 025-68906678 Deposit Bank: Hongqiao Banking Office of Agricultural Bank of China Account No.: 033111004040000340 and Beijing AirInbox Information Technologies Co., Ltd. Party B: Mailing Add.: 33F., Tengda] [Cooperative Agreement for China Mobile Game Business SP China Mobile Group Jiangsu Company Limited Party A: Mailing Add.: No.59 Huju Road, Nanjing City, Jiangsu Province, P.R.China Post Code: 210029 Tel.: 13800250222 Fax No.: 025-68906678 Deposit Bank: Hongqiao Banking Office of Agricultural Bank of China Account No.: 033111004040000340 and Beijing Wireless Interactive Network Technologies Co., Ltd., Party B: Mailing Add.: 33F.,] [Contract Registration No.: 2 0 1 1 1 1 0 0 3 3 0 0 0 3 5 5 TECHNICAL SERVICE CONTRACT (Including Technical Training and Technical Intermediate Service) Cooperative Agreement for Interactive Voice Response (IVR) of China Mobile Group Beijing Company Limited XS-1109-003 China Mobile Group Beijing Company Limited Client: (Party A) Beijing AirInbox Information Technologies Co., Ltd. Agent:] [Contract Registration No.: 2011110033000359 Registered TECHNICAL SERVICE CONTRACT (Including Technical Training and Technical Intermediate Service) Cooperative Agreement for Monternet MMS of China Mobile Group Beijing Company Limited XS-1109-002 China Mobile Group Beijing Company Limited Client: (Party A) Beijing AirInbox Information Technologies Co., Ltd. Agent: (Party B) Haidian Beijing Signing Place: Valid as from: August.1st, 2011 until July.31st, 2012 1 Cooperative] [SHARE PURCHASE AGREEMENT by and among KongZhong Corporation, Noumena Innovation (BVI) Ltd., Brilliant International Limited, Noumena Productions Limited, Xin Pang, Chuang Xu, Winged Tiger Limited, Rational Trading (BVI) Limited, Pei-Jen Chang, Michael Tse, Victor Su, Timothy Wang, Alan Young, and Steven Hong Dated as of Feb 15, 2012 THIS SHARE PURCHASE AGREEMENT Agreement exempted company with limited liability organized and] [Assets Transfer Agreement by and between Beijing Noumena Innovations Co., Ltd. Pang Xin Xu Chuang and Kongzhong (China) Co., Ltd. February 10, 2012 This Assets Transfer Agreement (hereinafter referred to as "the Agreement") is signed between and by the following parties at Beijing in the People's Republic of China (hereinafter referred to as "China ") on February 10, 2012: Beijing] [List of Subsidiaries and Consolidated Entities of KongZhong Corporation, as of March 31, 2012 Name of the Subsidiaries or Consolidated Entities State or Jurisdiction of Incorporation Beijing AirInbox Information Technologies Co., Ltd. People’s Republic of China Beijing Boya Wuji Technologies Co., Ltd. People’s Republic of China Beijing Chengxitong Information Technology Co., Ltd. People’s Republic of China Beijing Shiyuan Leya Culture] [CERTIFICATION I, Leilei Wang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong Corporation; 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 such statements were made,] [CERTIFICATION I, Jay Chang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong Corporation; 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 such statements were made,] [KONGZHONG CORPORATION Certification April 16, 2012 Leilei Wang Chief Executive Officer] [kongzhong corporation Certification April 16, 2012 Jay Chang Chief Financial Officer] [[Letterhead of King & Wood Mallesons] April 16, 2012 KongZhong Corporation th 35 No. 168 Xizhimenwai Street Beijing, China 100044 Dear Sirs, Yours faithfully, King & Wood Mallesons] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-122530, 333-132219, 333-140538 and 333-156640) and Form F-3 (No. 333-159147) of our reports dated April 16, 2012 relating to the consolidated financial statements of KongZhong Corporation and its subsidiaries and variable interest entities (the "Company") and the effectiveness]
[Table of Contents Part I 3 ITEM 1. Business 5 ITEM 1A. Risk Factors 15 ITEM 1b. Unresolved Staff Comments 26 ITEM 2. Properties 26 ITEM 3. Legal Proceedings 27 ITEM 4. Mine Safety Disclosures 28 Part II 29 ITEM 5. 29 ITEM 6. Selected Financial Data 30 ITEM 7. Discussion and Analysis of Financial Condition and Results of Operations] [List of Subsidiaries The Company has the following subsidiaries: — Goodwill Rich International Limited, a Hong Kong company — Dalian Fusheng Consulting Co. Ltd., a PRC company And W O F E’s subsidiaries: — Rongcheng Xinfa Petrol Company, Ltd. (located in Rongcheng City, Shandong Province, and established in September 2007 under the laws of the PRC). — Suzhou Fusheng Petrochemical] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-168303) pertaining to Andatee China Marine Fuel Services Corporation of our report dated April 16, 2012, with respect to the consolidated balance sheet of Andatee China Marine Fuel Services Corporation as of December 31, 2011, and the] [Absence of Consent by Jewett Schwartz Wolfe & Associates The Company is unable to file consent of Jewett Schwartz Wolfe & Associates, the Company’s predecessor auditor (“JSW”) for incorporation by reference of its report in the Company’s Registration Statement on Form S-8 (No. 333-168303) since JSW has ceased its operations. This may limit the ability of the Company’s security holders] [CERTIFICATION I, An Fengbin, certify that: 1. I have reviewed this Form 10-K of Andatee China Marine Fuel Services Corporation; 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 such statements were] [CERTIFICATION I, Wang Haipeng, certify that: 1. I have reviewed this Form 10-K of Andatee China Marine Fuel Services Corporation; 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 such statements were] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for said period. An Fengbin, Chief Executive Officer] [CERTIFICATION OF CHIEF FINANCIAL OFFICER 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for said period. Wang Haipeng, Chief Financial Officer]
[Title of Each Class Name of Each Exchange on Which Registered American Depositary Shares, each representing two common shares, par value US$0.0001 per share New York Stock Exchange None Securities for None Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual] [Xinyuan Real Estate Co., Ltd. List of Subsidiaries as of March 31, 2012 Company Name Jurisdiction of Incorporation Parent Company Equity Xinyuan Real Estate, Ltd. Cayman Islands Xinyuan Real Estate Co., Ltd. 100% Xinyuan International Property Investment Co., Ltd. Cayman Islands Xinyuan Real Estate Co., Ltd. 100% Xinyuan International (HK) Property Investment Co., Limited. Hong Kong Xinyuan International Property Investment] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Yong Zhang, certify that: 1. I have reviewed this Annual Report on Form 20-F of Xinyuan Real Estate Co., Ltd.; 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] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Thomas Gurnee, certify that: 1. I have reviewed this Annual Report on Form 20-F of Xinyuan Real Estate Co., Ltd.; 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] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER Yong Zhang Yong Zhang Chairman and Chief Executive Officer] [CERTIFICATION OF CHIEF FINANCIAL OFFICER Thomas Gurnee Thomas Gurnee Director and Chief Financial Officer (Principal Financial Officer)] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement and related Prospectus (Form F-3 No. 333-160518) of Xinyuan Real Estate Co., Ltd., (2) Registration Statement and related Prospectus (Form F-3 No. 333-166389) of Xinyuan Real Estate Co., Ltd., and (3) Registration Statement (Form S-8 No. 333-152637) of]
[Title of Each Class Name of Each Exchange on Which Registered American Depositary Shares, each representing two common shares, par value US$0.0001 per share New York Stock Exchange None Securities for None Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual] [Xinyuan Real Estate Co., Ltd. List of Subsidiaries as of March 31, 2012 Company Name Jurisdiction of Incorporation Parent Company Equity Xinyuan Real Estate, Ltd. Cayman Islands Xinyuan Real Estate Co., Ltd. 100% Xinyuan International Property Investment Co., Ltd. Cayman Islands Xinyuan Real Estate Co., Ltd. 100% Xinyuan International (HK) Property Investment Co., Limited. Hong Kong Xinyuan International Property Investment] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Yong Zhang, certify that: 1. I have reviewed this Annual Report on Form 20-F of Xinyuan Real Estate Co., Ltd.; 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] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Thomas Gurnee, certify that: 1. I have reviewed this Annual Report on Form 20-F of Xinyuan Real Estate Co., Ltd.; 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] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER Yong Zhang Yong Zhang Chairman and Chief Executive Officer] [CERTIFICATION OF CHIEF FINANCIAL OFFICER Thomas Gurnee Thomas Gurnee Director and Chief Financial Officer (Principal Financial Officer)] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement and related Prospectus (Form F-3 No. 333-160518) of Xinyuan Real Estate Co., Ltd., (2) Registration Statement and related Prospectus (Form F-3 No. 333-166389) of Xinyuan Real Estate Co., Ltd., and (3) Registration Statement (Form S-8 No. 333-152637) of]
