[EXPLANATORY NOTE TABLE OF CONTENTS PART I 2 ITEM 1 Business 2 ITEM 1A. Risk Factors 24 ITEM 1B. Unresolved Staff Comments 39 ITEM 2 Properties 39 ITEM 3 Legal Proceedings 39 ITEM 4 (Removed and Reserved) 39 PART II. 40 ITEM 5] [CERTIFICATION (1) I have reviewed this Annual Report on Form 10-K/A of ChinaNet Online Holdings, Inc., for the fiscal year ended December 31, 2010. (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] [CERTIFICATION (1) I have reviewed this Annual Report on Form 10-K/A of ChinaNet Online Holdings, Inc., for the fiscal year ended December 31, 2010. (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] [Certification 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. February 29, 2012 February 29, 2012]

[EXPLANATORY NOTE TABLE OFNTENTS PART I 2 ITEM 1 Business 2 ITEM 1A. Risk Factors 24 ITEM 1B. Unresolved Staffmments 39 ITEM 2 Properties 39 ITEM 3 Legal Proceedings 39 ITEM 4 (Removed and Reserved) 39 PART II. 40 ITEM 5 40 ITEM 6 Selected Financialta 41 ITEM 7] [CERTIFICATION (1)I have reviewed this Annual Report on Form 10-K/A of ChinaNet Onlines, for the fiscal year ended December 31, 2010. (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] [CERTIFICATION (1)I have reviewed this Annual Report on Form 10-K/A of ChinaNet Onlines, for the fiscal year ended December 31, 2010. (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] [Certificationoptedrbanes - Oxley Act of 2002 (2)the informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. February 29, 2012 February 29, 2012 v303869_ex32-1.htm 4 EX-32.1]