[TABLE OF CONTENTS PAGE PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets 1-2 Consolidated Statements of Income and Comprehensive Income 3-4 Consolidated Statements of Cash Flows 5-6 Notes to Consolidated Financial Statements 7-37 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 38-61] [Labor Contract Party A (Employer): Party B (Employee): Date of Signing: 1 Party A: Rise King Century Technology Development (Beijing) Co., Ltd. Address: No.3 Min Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing. Legal Representative: ZHANG Zhige Party B: CHENG Handong (employee) Resident ID No.: 422201197101291310 Place of Household Registration: Xiaogan City, Hubei Province Contact Telephone] [Labor Contract Party A (Employer): Party B (Employee): Date of Signing: 1 Party A: Rise King Century Technology Development (Beijing) Co., Ltd. Address: No.3 Min Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing. Legal Representative: ZHANG Zhige Party B: ZHANG Zhige (employee) Resident ID No.: 441722197410300075 Place of Household Registration: Shenzhen City, Guangdong Province Contact Telephone] [Employment Contract Employment Contract nd This Employment Contract of Rise King Century ‘Technology Development (Beijing) Co., Ltd. (this “Contract”) is entered into by and between the following parties as of [May 22 Party A: Rise King Century Technology Development (Beijing) Co., Ltd. Address: Basement of Building 6, Yuquan Huigu Park, No. 3 Minzhuang Road Haidian District, Beijing. Party B: Home] [Labor Contract Party A (Employer): Party B (Employee): Date of Signing: 1 Party A: ChinaNet Online Holdings, Inc. st Address: No.3 Min Zhuang Road, 1 Legal Representative: CHENG Handong Party B: HU Min (employee) Resident ID No.: 422201196912070023 Place of Household Registration: Xiaogan City, Hubei Province Contact Telephone No.: I. Term of the Contract Article 1. Being unanimously agreed by] [Party A: Rise King Century Technology Development (Beijing) Co., Ltd. Address: Building 6, Qinghua Science and Technology Yuquan Huigu Park 3 Minzhuang Road, Haidian District, Beijing Legal Representative: Party B: XU Hongli Date of Birth: _____, 1969 Resident ID Card No.: Resident registration: Contact Phone: Home Address: Postal Code: Article I Term of the Contract (1) 1. The two parties] [Labor Contract Party A: Shangji Online (Beijing) Network Technology Co., Ltd. Address: 2nd Floor, Building 6, Yuquan Industry Huigu Park 3 Minzhuang Road, Haidian District, Beijing Legal Representative: CHENG Handong Party B: WU Li (Employee) Resident ID Card No.: 422201197809031346 Resident registration: Kaocheng City, Hubei Province Contact Phone: Article I Term of the Contract (1) 1. The two parties agree] [CERTIFICATION I, Handong Cheng, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of ChinaNet Online Holdings, Inc.; 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] [CERTIFICATION I, Zhige Zhang certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of ChinaNet Online Holdings, Inc.; 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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE 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. November 15, 2010 Handong Cheng Chief Executive Officer Zhige Zhang Chief Financial Officer (Principal Accounting and Financial Officer) EX-32.1 10 v202524_ex32-1.htm]

[TABLE OFNTENTS PAGE PART I. FINANCIAL INFORMATION Item 1. Financial Statementsnsolidated Balance Sheets 1-2nsolidated Statements ofome andmprehensiveome 3-4nsolidated Statements ofsh Flows 5-6 Notes tonsolidated Financial Statements 7-37 Item 2. Managements Discussion and Analysis of Financialndition and Results of Operations 38-61 Item 3. Quantitative and Qualitative Disclosuresout Market Risk] [Laborntract Party A (Employer): Party B (Employee):te of Signing: 1 Party A: Rise King Century Technology Development (Beijing)dress: No.3 Min Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing. Legal Representative:ZHANG Zhige Party B:CHENG Handong (employee) Resident ID No.: 422201197101291310 Place of Household Registration: Xiaogan City, Hubei Province] [Laborntract Party A (Employer): Party B (Employee):te of Signing: 1 Party A: Rise King Century Technology Development (Beijing)dress: No.3 Min Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing. Legal Representative:ZHANG Zhige Party B:ZHANG Zhige (employee) Resident ID No.: 441722197410300075 Place of Household Registration: Shenzhen City, Guangdong Province] [Employmentntract Employmentntract nd This Employmentntract of Rise King Century Technology Development (Beijing) (thisntract) is entered into by and between the following parties of [May22 PartyA: Rise King Century Technology Development (Beijing)dress: Basement of Building 6, Yuquan Huigu Park, No. 3 Minzhuang Road HaidianDistrict, Beijing.] [Laborntract Party A (Employer): Party B (Employee):te of Signing: 1 Party A: ChinaNet Onlines, stdress:No.3 Min Zhuang Road, 1 Legal Representative:CHENG Handong Party B:HU Min (employee) Resident ID No.: 422201196912070023 Place of Household Registration: Xiaogan City, Hubei Provincentact Telephone No.: I. Term of thentract] [Party A:Rise King Century Technology Development (Beijing)dress:Building 6, Qinghuaience and Technology Yuquan Huigu Park 3 Minzhuang Road, Haidian District, Beijing Legal Representative: Party B:XU Honglite of Birth: _____, 1969 Resident IDrd No.: Resident registration:ntact Phone: Homedress: Postalde: Article ITerm of thentract] [Laborntract Party A:Shangji Online (Beijing) Network Technologydress:2nd Floor, Building 6, Yuquan Industry Huigu Park 3 Minzhuang Road, Haidian District, Beijing Legal Representative:CHENG Handong Party B:WU Li (Employee) Resident IDrd No.:422201197809031346 Resident registration:Kaocheng City, Hubei Provincentact Phone: Article I Term of thentract (1) 1.The two partiesree that the term of thisntract shall be based on] [CERTIFICATION I, Handong Cheng, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of ChinaNet Onlines,; 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 such statements] [CERTIFICATION I, Zhige Zhang certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of ChinaNet Onlines,; 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 such statements] [18 U.S.C. SECTION 1350, SECTION 906 OF THERBANES-OXLEY ACT OF 2002 (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. November 15, 2010 Handong Cheng Chief Executive Officer Zhige Zhang Chief Financial Officer (Principal Accounting and Financial Officer)]