[Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☒ April 12, 2016 was 30,355,722. DOCUMENTS INCORPORATED BY REFERENCE TABLE OF CONTENTS PART I 2 ITEM 1 BUSINESS 2 ITEM 1A. RISK FACTORS 22 ITEM 1B. UNRESOLVED STAFF COMMENTS 35 ITEM 2 PROPERTIES 35 ITEM 3 LEGAL PROCEEDINGS 36 ITEM 4 MINE SAFETY DISCLOSURES 36 PART] [Subsidiaries China Net Online Media Group Limited, a British Virgin Islands company. China Net Online Media Group Limited is the sole shareholder of CNET Online Technology Limited, a Hong Kong company, and the sole shareholder of ChinaNet Investment Holding Ltd., a British Virgin Islands company. ChinaNet Investment Holding Ltd. is a 40% shareholder of ChinaNet Holdings Korea, a Korean company.] [Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in the Registration Statement of ChinaNet Online Holdings, Inc. on Form S-8 llp llp Marcum Bernstein & Pinchuk New York, New York April 14, 2016 • • • • • Fax • marcumbp.com NEW YORK OFFICE] [CERTIFICATION (1) I have reviewed this Annual Report on Form 10-K of ChinaNet Online Holdings, Inc., for the fiscal year ended December 31, 2015. (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 of ChinaNet Online Holdings, Inc., for the fiscal year ended December 31, 2015. (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. April 14, 2016 April 14, 2016]