[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]

[S Yes S Yes S S Large Accelerated Filer S Yes DOCUMENTSORPORATED BY REFERENCE TABLE OFNTENTS PART I 2 ITEM 1 BUSINESS 2 ITEM 1A. RISK FACTORS 26 ITEM 1B. UNRESOLVED STAFFMMENTS 41 ITEM 2 PROPERTIES 41 ITEM 3 LEGAL PROCEEDINGS 42 ITEM 4 MINEFETY DISCLOSURES 42] [Subsidiaries China Net Online Media Limited, a British Virgin Islandsmpany. CNET Online Technology Limited, a Hong Kongmpany. Rise King Century Technology Development (Beijing) a wholly foreign-owned enterprise (WOFE), established in the Peoples Republic of China (the). Through a series ofntractualreements between the WFOE and Business Opportunity Online (as defined below), Beijing CNET Online (as defined] [INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMSNSENT Wensent to theorporation by reference in the Registration Statement of ChinaNet Onlines, (thempany) on Form S-8 (file No. 333-178269) of our reportted April 15, 2013, Marcum Bernstein & Pinchuk New York, New York April 15, 2013 exh_231.htm] [(1)I have reviewed this Annual Report on Form 10-K 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 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 15, 2013 April 15, 2013 exh_321.htm 6 EX-32.1]