[o x s TABLE OF CONTENTS PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements Consolidated Balance Sheets as of March 31, 2012 (Unaudited) and December 31, 2011 F1-F2 Consolidated Statements of Operations and Comprehensive (Loss)/Income for the Three Months Ended March 31, 2012 and 2011 (Unaudited) F3-F4 Consolidated Statements of Cash Flows F5-F6 Notes to Consolidated Financial Statements (Unaudited)] [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. May 21, 2012 Handong Cheng Chief Executive Officer Zhige Zhang Chief Financial Officer (Principal Accounting and Financial Officer)]