Exhibit 31.2

 

CERTIFICATION

 

I, Zhige Zhang, the Chief Financial Officer of the registrant, certifythat:

 

(1)         Ihave reviewed this Annual Report on Form 10-K/A of ChinaNet Online Holdings, Inc., for the fiscal year ended December 31, 2010.

 

(2)         Basedon my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respect tothe period covered by this report;

 

(3)         Basedon my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presentedin this report;

 

(4)         Theregistrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in ExchangeAct Rules 13a-15(f) and 15a-15(f)) for the registrant and have:

 

a.           Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries and VIEs, is made known to us by others within those entities,particularly during  the period in which this report is being prepared;

 

b.           Designed such internal control over financialreporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles:

 

c.           Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.           Disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarterthat has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financialreporting; and

 

(5)          Theregistrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of the  registrant’s board of directors(or persons performing the equivalent functions):

 

a.           Allsignificant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;and

 

b.           anyfraud, whether or not material, that involves management or  other employees who have a significant role in the registrant’s  internalcontrol over financial reporting.

 

Date: February 29, 2012