UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)





| | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE     | 
| | -------------------------------------------------------- | 
| | SECURITIES EXCHANGE ACT OF 1934                          | 
| |                                                          | 
| | For the Fiscal Year Ended December 31, 2015              | 
| |                                                          | 
| | OR                                                       | 
| |                                                          | 
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE | 
| | SECURITIES EXCHANGE ACT OF 1934                          | 
| | For the transition period from _____ to __________       | 





COMMISSION FILE NO. 001-34647





CHINANET ONLINE HOLDINGS, INC.



(Exact name of registrant as specified in its
charter)



|NEVADA                                                                 |  | 20-4672080                          
|---------------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of
        incorporation or organization) |  | (I.R.S. Employer Identification No.)



No. 3 Min Zhuang Road, Building 6,

Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC

(Address of principal executive offices)



+86-10-6900-5520

(Issuer’s telephone number, including area code)





Securities Registered Pursuant to Section 12(b) of the Act:



|Title of Each Class | Name of Exchange On which Registered
|------------------- | ------------------------------------
|                    |                                     
|$0.001 Common Stock | Nasdaq Capital Market               



Securities Registered Pursuant to Section 12(g) of the Act: 
None.



Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.

Yes o No x





Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act.

Yes o No x











Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

Yes x No o





Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).

Yes x No o



Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.  Yes o No x



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a “smaller reporting company. See the definition of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.



Large Accelerated Filer o
     Accelerated Filer o     Non-Accelerated Filer o      Smaller
Reporting Company x



Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act).

Yes o   No x





The aggregate market value of the 17,648,178 shares of common equity
stock held by non-affiliates of the Registrant was approximately $22,766,150 on the last business day of the Registrant’s
most recently completed second fiscal quarter, based on the last sale price of the registrant’s common stock on such date
of $1.29 per share, as reported on the Nasdaq Capital Market.



The number of shares outstanding of the Registrant’s common stock,
$0.001 par value as of April 29, 2016 was 30,355,722.











EXPLANATORY NOTE



This Amendment No. 1 (“Amendment No. 1”) to the Annual Report
on Form 10-K of ChinaNet Online Holdings, Inc. (the “Company”) for the fiscal year ended December 31, 2015 as filed
with the Securities and Exchange Commission (the “SEC”) on April 14, 2016 (the “2015 Annual Report”), is
being filed to include in the Annual Report the information required by Part III (Items 10, 11, 12, 13 and 14) of Form 10-K and
updates to the Exhibit Index.



This Amendment No. 1 does not affect any other portion of the 2015 Annual
Report. Additionally, except as specifically referenced herein, this Amendment No. 1 does not reflect any event occurring after
April 14, 2016, the filing date of the 2015 Annual Report.



















SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS



This Amendment No. 1 to the Annual Report on Form 10-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange
Act of 1934, as amended. These statements relate to future events or our future financial performance. We have attempted to identify
forward-looking statements by terminology including “anticipates”, “believes”, “expects”, “can”,
“continue”, “could”, “estimates”, “expects”, “intends”, “may”,
“plans”, “potential”, “predict”, “should” or “will” or the negative
of these terms or other comparable terminology. These statements are only predictions. Uncertainties and other factors, including
the risks outlined under Risk Factors contained in Item 1A of the Annual Report on Form 10-K, may cause our actual results,
levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance
or achievements expressed or implied by these forward-looking statements.



Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations
are as of the date this Amendment No. 1 is filed, and we do not intend to update any of the forward-looking statements after the
filing date to conform these statements to actual results, unless required by law.



We file annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and proxy and information statements and amendments to reports filed or furnished pursuant to Sections
13(a) and 15(d) of the Securities Exchange Act of 1934, as amended. You may read and copy these materials at the SEC’s Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference
room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding us and other companies that file materials with the SEC electronically.
You may also obtain copies of reports filed with the SEC, free of charge, via a link included on our website at www.chinanet-online.com.



PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



Executive Officers and Directors



The following discussion sets forth information regarding
the executive officers and directors of the Company as of April 29, 2016. The board of directors is comprised of only one class.
All of the directors will serve until the next annual meeting of stockholders and until their successors are elected and qualified,
or until their earlier death, retirement, resignation or removal. Provided below is a brief description of our executive officers’
and directors’ business experience during the past five years.



|Name              |  | Age |  | Other positions with Company; other
        directorships held in last five years |  | Has served as Company
        director since
|----------------- |  | --- |  | --------------------------------------------------------------------------------- |  | --------------------------------------------
|Handong Cheng     |  | 45  |  | Chairman of the Board, Chief Executive Officer and President                      |  | September 2007                              
|George Chu        |  | 40  |  | Chief Operating Officer, Secretary and Director                                   |  | June 2015                                   
|Watanabe Mototake |  | 74  |  | Independent Non-Executive Director                                                |  | November 2009                               
|Zhiqing Chen      |  | 43  |  | Independent Non-Executive Director                                                |  | November 2009                               
|Douglas MacLellan |  | 60  |  | Independent Non-Executive Director                                                |  | November 2009                               
|Chang Qiu         |  | 52  |  | Independent Non-Executive Director                                                |  | December 2014                               



The business experience during at least the last five years of each of
these individuals is as follows:



Handong Cheng, Chairman of the Board. Chief Executive
Officer and President. Mr. Cheng has served as Chief Executive Officer of ChinaNet since September 2007. Prior to that role,
from October 2003 to September 2007, Mr. Cheng acted as President of ChinaNet Online Advertising Limited. Mr. Cheng holds an EMBA
degree from Guanghua School of Management at the Peking University, and a degree in economic law from the College of Law of Wuhan
University.



1







George Kai Chu, Chief Operating Officer, Secretary
and Director. Mr. Chu has been our Chief Operating Officer and Secretary since May 2010. From December 2007 to May 2010, Mr.
Chu served as the Special Executive to the Chairman of Dachan Food (Asia) Ltd. in Beijing and also served at Dachan Food as the
Head of the Beijing and Hubei Operations. From June 2007 to December 2007, Mr. Chu acted as Senior Business Advisor to the Chinese
Aviation and Space Industry Development Association (CASIDA) in Taipei. From January 2005 to June 2007, Mr. Chu served as a Senior
Vice President at the Royal Bank of Canada Financial Group, Asset Management in Vancouver, Toronto and New York. Mr. Chu has a
joint major bachelor degree in accounting and management information systems from Simon Fraser University, an MBA degree from Harvard
University and an EMBA degree from Guanghua School of Management at the Peking University.



Zhiqing Chen, Director.Mr. Chen has
been a partner at Chen & Partners Law Firm since July 2010. From January 2002 to June 2010, Mr. Chen was a partner at Jin Mao
P.R.C. Lawyers in Shanghai, a law firm specializing in corporate law, including foreign investments and mergers and acquisitions.
Mr. Chen’s clients include local PRC enterprises as well as international corporations. Prior to joining the Company, Mr.
Chen served as a non-management director for Shanghai Fumai Investment Management Co., Ltd., Shanghai Zhijinwu Investment Management
Co., Ltd, and Shanghai Merciful Groups Co., Ltd. Mr. Chen received a bachelor’s degree in international law from East China
University and an EMBA degree from Guanghua School of Management at the Peking University.



Watanabe Mototake, Director.Mr. Watanabe
serves as a corporate advisor to SJI, Inc. (Jasdaq Market), a provider of computer and computer peripheral equipment and software
merchant wholesaler, and has served in several capacities there since July 2005, including operating officer, manager of the president’s
office and corporate auditor. From June 2007 to June 2008, Mr. Watanabe served as the Corporate Auditor for SJ Holdings, Inc.,
a provider of information services such as system development and provision of system-related consulting and maintenance support
services. From April 2000 to April 2005, Mr. Watanabe served as the executive director for TCC Inc., a power conversion company
specializing in high quality connectors and adapters for the RF connector industry. Mr. Watanabe graduated in 1966 from Chuo University
Faculty of Commerce in Japan.



Douglas MacLellan, Director.Mr. MacLellan currently serves as
chairman of eWellness Healthcare Corporation (OTCQB: EWLL), a distance monitored physical therapy telemedicine company. Until
April 2014, he was chairman and chief executive officer at Radient Pharmaceuticals Corporation, a vertically integrated specialty
pharmaceutical company, and also serves as president and chief executive officer for the MacLellan Group, an international financial
advisory firm established in 1992, where he advises clients on strategic planning, operational activities, corporate finance,
economic policy, asset allocation and mergers & acquisitions. From August 2005 to May 2009, Mr. MacLellan was co-founder and
vice chairman at Ocean Smart, Inc., a Canadian based aquaculture company. From February 2002 to September 2006, Mr. MacLellan
served as chairman and co-founder at Broadband Access MarketSpace, Ltd., a China based IT advisory firm, and was also a co-founder
at Datalex Corp., a software and IT company specializing in mainframe applications, from February 1997 to May 2002. Mr. MacLellan
was educated at the University of Southern California in economic and international relations.



Chang Qiu, Director. Mr. Qiu has served as
a Principal of Sansar Capital Management since 2007. From 2001 through 2007, Mr. Qiu served as the Founder, Managing Director and
Senior Equity Analyst of Forun Technologies. Prior to that, Mr. Qiu worked at IBM and other organizations in business and research
functions. Mr. Qiu received an MBA degree from Columbia Business School, a Ph.D degree from Colorado School of Mines, and a bachelor’s
degree from Wuhan University, China.



The business experience during at least the last
five years of the Company’s executive officers not included above is as follows:



Zhige Zhang, Chief Financial Officer and Treasurer.
Mr. Zhang has served as Chief Financial Officer of ChinaNet since January 2009. Prior to that role, from January 2008 to January
2009, Mr. Zhang served as Executive Director of ChinaNet Online Media Group Limited. From January 2007 to December 2007, Mr. Zhang
was Director and Vice President of Fu Jian Rong Ji Software Limited Corporation, a software company. From August 2002 to December
2006, Mr. Zhang acted as Chief Operating Officer of Beijing HSHZ Information System Engineering Company, a computer technology
company. Mr. Zhang holds a degree in industry design from Guilin University of Electronic Technology.





2





Ken Jenfeng Wu, Chief Information Officer.Mr. Wu has served as
our Chief Information Officer since February 2015. From 2012 to 2014, Mr. Wu served as the Managing Director of Trussti Technologies
Pte Ltd. From 2010 to 2012, Mr. Wu served as the Chief Technology Officer of Blackwell Global Investments (Cyprus) Limited. Mr.
Wu holds a Bachelor of Computer Science and Engineering from Tatung University, Taiwan.



Mable Mingyu Chang, Chief Branding Officer.
Ms. Chang has served as our Chief Branding Officer since April 2015. Prior to that role, from March 2011 to March 2015, Ms. Chang
acted as the General Manager of our operating subsidiaries in Quanzhou City, Fujian Province, the PRC, which are primarily engaged
in providing offline brand management and sales channel building services. Ms. Chang has over fifteen years of experience in brand
management and consulting services and acted as brand consultant in several international advertising firms, including The Brand
Union, Ogilvy and Lintas Beijing. Ms. Chang holds a Bachelor of Food Science from National Chung Hsing, Taiwan.



Family Relationships



No director or executive officer is related to any other director or executive
officer.



Board Operations



Board Leadership Structure



Mr. Handong Cheng holds the positions of chief executive
officer and chairman of the Board of the Company. The Board believes that Mr. Cheng’s services as both chief executive officer
and chairman of the Board is in the best interest of the Company and its stockholders. Mr. Cheng possesses detailed and in-depth
knowledge of the issues, opportunities and challenges facing the Company in the advertising and media industry and its business
and is thus best positioned to develop agendas that ensure that the Board’s time and attention are focused on the most critical
matters relating to the business of the Company. His combined role enables decisive leadership, ensures clear accountability, and
enhances the Company’s ability to communicate its message and strategy clearly and consistently to the Company’s stockholders,
employees and customers.



The Board has not designated a lead director. Given
the limited number of directors comprising the Board, the independent directors call and plan their executive sessions collaboratively
and, between meetings of the Board, communicate with management and one another directly. Under these circumstances, the directors
believe designating a lead director to take on responsibility for functions in which they all currently participate might detract
from rather than enhance performance of their responsibilities as directors.



Director Qualifications



The Company seeks directors with established strong
professional reputations and experience in areas relevant to the strategy and operations of its businesses. The Company also seeks
directors who possess the qualities of integrity and candor, who have strong analytical skills and who are willing to engage management
and each other in a constructive and collaborative fashion, in addition to the ability and commitment to devote time and energy
to service on the Board and its committees. We believe that all of our directors meet the foregoing qualifications.



The Nominating and Corporate Governance Committee
and the Board believe that the leadership skills and other experience of the Board members, as described below, provide the Company
with a range of perspectives and judgment necessary to guide our strategies and monitor their execution.



Handong Cheng. Mr. Cheng is the founder of
the Company and has been serving the franchise and advertising media industries for more than ten years. In 2003, he participated
in the establishment of Beijing ChinaNet Online Advertising limited and Business Opportunity Online (Beijing) Networking Technology
Ltd. (www.28.com), an entity engaged in operational, administration and management activities. Mr. Cheng has contributed to the
Board’s strong leadership and vision for the development of the Company.





3





George Chu. Mr. Chu has been our Chief Operating
Officer and Secretary since May 2010. Mr. Chu has years of experience in capital markets, financial and business management.



Douglas MacLellan.Mr. MacLellan has been
working in China since 1983 and has experience with joint venture and wholly-foreign owned enterprise structuring. In addition,
Mr. MacLellan has nearly twenty years of active audit committee chair experience.



Zhiqing Chen. Mr. Chen contributes to the
Board extensive legal knowledge with respect to foreign investments and mergers and acquisitions. Mr. Chen also has experience
working with PRC enterprises and international corporations.



Mototake Watanabe.Mr. Watanabe has
nearly twenty years of experience in management, finance, business strategy and audit.



Chang Qiu. Mr. Qiu has extensive experience
working with PRC enterprises and international corporations. Mr. Qiu contributes to the Board his knowledge with respect to foreign
investments, business strategy and corporate finance.



Meetings of the Board of Directors



The Board held five meetings during 2015. During
2015, no director attended fewer than 75% of the meetings of the Board and Board committees of which the director was a member.



The Company’s directors are expected to attend
board meetings as frequently as necessary to properly discharge their responsibilities and to spend the time needed to prepare
for each such meeting. The Company’s directors are expected to attend annual meetings of stockholders, but we do not have
a formal policy requiring them to do so. All of our directors attended the 2015 annual meeting of stockholders.



Code of Ethics



The Company adopted a Code of Ethics applicable to
its directors, officers and employees on December 21, 2009. The Code of Ethics is designed to deter wrongdoing and to promote ethical
conduct and full, fair, accurate, timely and understandable reports that the Company files or submits to the Securities and Exchange
Commission and others. A printed copy of the Code of Ethics may be obtained free of charge by writing to us at our headquarters
located at No. 3 Min Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC 100195 or on our website,
www.chinanet-online.com.



Board Committees



The Board has a standing audit, compensation, and
nominating and corporate governance committee, comprised solely of independent directors. Each committee has a charter, which is
available at the Company’s website, www.chinanet-online.com.



Audit Committee



The Audit Committee, which is established in accordance
with Section 3(a)(58)(A) of the Exchange Act, engages Company’s independent accountants, reviewing their independence and
performance; reviews the Company’s accounting and financial reporting processes and the integrity of its financial statements;
the audits of the Company’s financial statements and the appointment, compensation, qualifications, independence and performance
of the Company’s independent auditors; the Company’s compliance with legal and regulatory requirements; and the performance
of the Company’s internal audit function and internal control over financial reporting. The Audit Committee held four meetings
during 2015.





4





The members of the Audit Committee are Douglas MacLellan,
Chair, Zhiqing Chen and Mototake Watanabe. The Board has determined that Douglas MacLellan is an audit committee financial expert,
as defined in the Exchange Act.



Audit Committee Report



With respect to the audit of the Company’s
financial statements for the year ended December 31, 2015, the Audit Committee:



| | • | reviewed and discussed the audited financial statements with management;                                                                                                                                                                                                                                                                                                
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | discussed with the Company’s independent accountants the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and                                                                             
| | • | received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with the independent accountant the independent accountant’s independence.



Based upon the foregoing review and discussion, the
Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2015, which was filed on April 14, 2016.



Douglas MacLellan, Chair

Zhiqing Chen

Mototake Watanabe



Compensation Committee



The Compensation Committee reviews annually the Company’s
corporate goals and objectives relevant to the officers’ compensation, evaluates the officers’ performance in light
of such goals and objectives, determines and approves the officers’ compensation level based on this evaluation; makes recommendations
to the Board regarding approval, disapproval, modification, or termination of existing or proposed employee benefit plans, makes
recommendations to the Board with respect to non-CEO and non-CFO compensation and administers the Company’s incentive-compensation
plans and equity-based plans. The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees
as it may deem appropriate in its sole discretion. The chief executive officer of the Company may not be present during voting
or deliberations of the Compensation Committee with respect to his compensation. The Company’s executive officers do not
play a role in suggesting their own salaries. Neither the Company nor the Compensation Committee has engaged any compensation consultant
who has a role in determining or recommending the amount or form of executive or director compensation. The Compensation Committee
held one meeting during 2015.



The members of the Compensation Committee are Douglas
MacLellan, Chair, Zhiqing Chen and Mototake Watanabe.



Nominating and Corporate Governance Committee



The Nominating and Corporate Governance Committee
assists the Board in identifying qualified individuals to the Board as its nominees for election as directors, in determining the
composition of the Board, and in assessing the Board’s effectiveness. The Nominating and Corporate Governance Committee did
not hold any meetings during 2015.





5





The members of the Nominating and Corporate Governance
Committee are Zhiqing Chen, Chair, Douglas MacLellan and Mototake Watanabe.



The Nominating and Corporate Governance Committee
will consider director candidates recommended by security holders. Potential nominees to the Board are required to have such experience
in business or financial matters as would make such nominee an asset to the Board and may, under certain circumstances, be required
to be “independent”, as such term is defined under Rule 5605 of the listing standards of NASDAQ and applicable SEC
regulations. Security holders wishing to submit the name of a person as a potential nominee to the Board must send the name, address,
and a brief (no more than 500 words) biographical description of such potential nominee to the Nominating and Corporate Governance
Committee at the following address: Nominating and Corporate Governance Committee of the Board of Directors, c/o ChinaNet Online
Holdings, Inc., No. 3 Min Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC. Potential director nominees
will be evaluated by personal interview, such interview to be conducted by one or more members of the Nominating and Corporate
Governance Committee, and/or any other method the Nominating and Corporate Governance Committee deems appropriate, which may, but
need not, include a questionnaire. The Nominating and Corporate Governance Committee may solicit or receive information concerning
potential nominees from any source it deems appropriate. The Nominating and Corporate Governance Committee need not engage in an
evaluation process unless (i) there is a vacancy on the Board, (ii) a director is not standing for re-election, or (iii) the Nominating
and Corporate Governance Committee does not intend to recommend the nomination of a sitting director for re-election. A potential
director nominee recommended by a security holder will not be evaluated differently from any other potential nominee. Although
it has not done so in the past, the Nominating and Corporate Governance Committee may retain search firms to assist in identifying
suitable director candidates.



The Board does not have a formal policy on Board
candidate qualifications. The Board may consider those factors it deems appropriate in evaluating director nominees made either
by the Board or stockholders, including judgment, skill, strength of character, experience with businesses and organizations comparable
in size or scope to the Company, experience and skill relative to other Board members, and specialized knowledge or experience.
Depending upon the current needs of the Board, certain factors may be weighed more or less heavily. In considering candidates for
the Board, the directors evaluate the entirety of each candidate’s credentials and do not have any specific minimum qualifications
that must be met. “Diversity,” as such, is not a criterion that the Committee considers.The directors will
consider candidates from any reasonable source, including current Board members, stockholders, professional search firms or other
persons. The directors will not evaluate candidates differently based on who has made the recommendation.



Stockholder Communications



Stockholders can mail communications to the Board,
c/o Secretary, ChinaNet Online Holdings, Inc., No. 3 Min Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing,
PRC, who will forward the correspondence to each addressee.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934 requires Company’s
directors and executive officers and any beneficial owner of more than 10% of any class of Company equity security to file reports
of ownership and changes in ownership with the Securities and Exchange Commission and furnish copies of the reports to Company.
Based solely on the Company’s review of copies of such forms and written representations by Company’s executive officers
and directors received by it, Company believes that during 2015, all such reports were filed timely.



ITEM 11. EXECUTIVE COMPENSATION



Compensation of Executive Officers





6





Our Board of Directors has not adopted or established
a formal policy or procedure for determining the amount of compensation paid to our executive officers. No pre-established, objective
performance goals or metrics have been used by the Board of Directors in determining the compensation of our executive officers.



Elements of Compensation



Our executive officers receive a base salary to compensate
them for services rendered during the year. In additional to their base salary, we also provide equity incentives to attract and
retain executive talent for the Company’s continued success.



Base Salary and Bonus. The value of base salary and
bonus for each our executive reflects his skill set and the market value of that skill set in the sole discretion of the Board
of Director.



Equity Incentives. The ChinaNet Online Holdings,
Inc. 2015 Equity Incentive Plan (the “2015 Plan”) provides for the granting of distribution equivalent rights, incentive
stock options, non-qualified stock options, performance share awards, performance unit awards, restricted stock awards, restricted
stock unit awards, stock appreciation rights, tandem stock appreciation rights, unrestricted stock awards or any combination of
the foregoing, as may be best suited to the circumstances of the particular employee, director or consultant as provided therein
(the “Awards”). Certain Awards are intended to qualify as “incentive stock options” within the meaning
of the Internal Revenue Code (the “Code”).



Retirement Benefits. Our executive officers are not
presently entitled to company-sponsored retirement benefits.



Perquisites. We have not provided our executive officers
with any material perquisites and other personal benefits and, therefore, we do not view perquisites as a significant or necessary
element of our executive’s compensation.



Deferred Compensation. We do not provide our executives
the opportunity to defer receipt of annual compensation.



Summary Compensation Table



The following table sets forth information regarding compensation of the
named executive officers for each of the two fiscal years in the period ended December 31, 2015.



|SUMMARY COMPENSATION OF NAMED EXECUTIVE OFFICERS      
|------------------------------------------------------
|Name and Principal Position                           
|Handong Cheng (Principal Executive Officer)           
|                                                      
|Zhige Zhang (Principal Financial Officer)             
|                                                      
|George Kai Chu (Chief Operating Officer and Secretary)
|                                                      



| | (1) | The aggregate grant date fair value of the restricted stock awarded to each named executive officer is computed in accordance
with FASB ASC Topic 718.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The aggregate grant date fair value of the options awarded to each executive officer is computed in accordance with FASB ASC
Topic 718. One-third of the options were vested when awarded, an additional one-third of the options will be vested on the first
anniversary of the date of grant and the remaining one-third of the option will be vested on the second anniversary of the date
of grant. The exercise price of the options was $0.84 per share and the options will expire on September 14, 2020.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





7





Our executive officers are reimbursed by us for any
out-of-pocket expenses incurred in connection with activities conducted on our behalf. There is no limit on the amount of these
out-of-pocket expenses and there will be no review of the reasonableness of such expenses by anyone other than our Board, which
includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.



Employment Agreements



We, through Rise King Century Technology Development
(Beijing) Co., Ltd., our indirect wholly owned subsidiary (“Rise King WFOE”), or Business Opportunity Online (Beijing)
Network Technology Co., Ltd. (Business Opportunity Online”) or Beijing CNET Online Advertising Co., Ltd. (“Beijing
CNET Online”), our indirect wholly owned Variable Interest Entities, entered into a standard employment contract with our
executive officers from April 1, 2009 or the actual employment start date, if later, for a set period of years. According to these
contracts, these executive officers will devote substantially all of his/her time to the service of the Company and may not compete
directly or indirectly with us. These executive officers also agreed that in the event that his/her employment with us is terminated,
for a period of two year following the date of his/her termination of employment, he/she will not contact, for any commercial purpose,
or provide to a third party, information about clients or entities with which we were acquainted during the term of his employment
with us. Subject to certain exceptions, either party may terminate the employment agreement upon 30 days prior written notice.
Before April 1, 2009, we did not have any employment agreements with any of our executive officers.



The Company does not have change-in-control agreements
with any of its directors or executive officers, and the Company is not obligated to pay severance or other enhanced benefits to
executive officers upon termination of their employment.



OUTSTANDING EQUITY AWARDS AT FISCAL 2015 YEAR END



|OPTION AWARDS                                          |  | STOCK AWARDS                                                                                               
|------------------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------
|Name                                                   |  | Number of
        Securities
        Underlying
        Unexercised
        Options (#)
        Exercisable
|Handong Cheng (Principal Executive Officer)            |  | 59,840                                                                                                     
|                                                       |  | 82,833                                                                                                     
|                                                       |  | -                                                                                                          
|Zhige Zhang (Principal Financial Officer)              |  | 16,500                                                                                                     
|George Kai Chu (Chief Operating Officer and Secretary) |  | 7,740                                                                                                      
|                                                       |  | 69,367                                                                                                     
|                                                       |  | -                                                                                                          



| | (1) | The aggregate market value of shares or units of stock that have not vested is computed based on
the closing bid price of the Company’s common stock on April 25, 2016, which is $0.69 per share, as reported on the Nasdaq
Capital Market.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





8





Compensation of Directors



The following table sets forth information regarding compensation of each
director, other than named executive officers, for fiscal 2015.



|FISCAL 2015 DIRECTOR COMPENSATION
|---------------------------------
|Name                             
|                                 
|Douglas MacLellan                
|                                 
|Zhiqing Chen                     
|                                 
|Mototaka Watanabe                
|                                 
|Chang Qiu                        



Certain Relationships and Related Transactions



It is Company’s policy to not enter any transaction
(other than compensation arrangements in the ordinary course) with any director, executive officer, employee, or principal stockholder
or party related to them, unless authorized by a majority of the directors having no interest in the transaction, upon a favorable
recommendation by the Audit Committee (or a majority of its disinterested members).



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS



The following table sets forth certain information
regarding beneficial ownership of Common Stock, as of April 29, 2016, by each of the Company’s directors and executive officers;
all executive officers and directors as a group, and each person known to the Company to own beneficially more than 5% of Company’s
Common Stock. Except as otherwise noted, the persons identified have sole voting and investment powers with respect to their shares.



9









|                                                                                      |  |  | Common Stock     | 
|------------------------------------------------------------------------------------- |  |  | ---------------- | 
|Name of Beneficial Owner (1)                                                          |  |  | Number of Shares | 
|Handong Cheng (3)(5)                                                                  |  |  | 9,662,505        | 
|Zhige Zhang (3)(6)                                                                    |  |  | 7,514,662        | 
|George Kai Chu (7)                                                                    |  |  | 2,150,977        | 
|Mable Mingyu Chang (8)                                                                |  |  | 53,200           | 
|Ken Jenfeng Wu (9)                                                                    |  |  | 69,048           | 
|Zhiqing Chen (10)                                                                     |  |  | 160,000          | 
|Watanabe Mototake (11)                                                                |  |  | 110,000          | 
|Douglas MacLellan (12)                                                                |  |  | 80,000           | 
|Chang Qiu                                                                             |  |  | -                | 
|All Directors and Executive Officers as a Group (9 persons)                           |  |  | 12,360,480       | 
|Rise King Investments Limited (3)(4)                                                  |  |  | 7,439,912        | 
|Xuanfu Liu (3)                                                                        |  |  | 7,439,912        | 
|__________
                                                  * Less than one percent. |  |  |                  | 
|                                                                                      |  |  |                  | 



(1) The address of each director and executive officer is c/o ChinaNet
Online Holdings, Inc., No. 3 Min Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing PRC 100195.



(2) Beneficial ownership is determined in accordance with the rules
of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock subject to securities
anticipated to be exercisable or convertible at or within 60 days of April 29, 2016, are deemed outstanding for computing the percentage
of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person. The
indication herein that shares are anticipated to be beneficially owned is not an admission on the part of the listed stockholder
that he, she or it is or will be a direct or indirect beneficial owner of those shares.



(3) Rise King Investments Limited (“Rise King”) is collectively
owned by Handong Cheng, Xuanfu Liu and Zhige Zhang. As a result, Mr. Cheng, Mr. Liu and Mr. Zhang may be deemed to be beneficial
owners of the shares of our common stock held by Rise King. Each of Mr. Cheng, Mr. Liu and Mr. Zhang disclaim such beneficial ownership,
and nothing herein shall be deemed to be an admission that Mr. Cheng, Mr. Liu or Mr. Zhang is the beneficial owner of any such
shares for any purpose. Information regarding this beneficial owner is furnished in reliance upon the Form 4, dated August 18,
2015.



(4) The business address of Rise King Investments Limited is P.O. Box
957, Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands. Information regarding this beneficial owner is
furnished in reliance upon the Schedule 13D, dated July 6, 2009.



(5) Consists of (i) 7,439,912 shares of common stock owned by Rise King
and which are deemed to be beneficially owned by Mr. Cheng; (ii) 2,079,920 shares of common stock owned directly by Mr. Cheng;
and (iii) options to purchase up to 142,673 shares of the Company’s common stock that are exercisable within 60 days from
April 29, 2016.



(6) Consists of (i) 7,439,912 shares of common stock of which are owned
by Rise King and which are deemed to be beneficially owned by Mr. Zhang; (ii) 58,250 shares of common stock held directly by Mr.
Zhang; and (iii) options to purchase up to 16,500 shares of the Company’s common stock that are exercisable within 60 days
from April 29, 2016.



(7) Consists of (i) 2,073,870 shares of common stock and (ii) options
to purchase up to 77,107 shares of the Company’s common stock that are exercisable within 60 days from April 29, 2016.



(8) Consists of (i) 38,200 shares of common stock and (ii) options to purchase up to 15,000
shares of the Company’s common stock that are exercisable within 60 days from April 29, 2016.



(9) Consists of (i) 54,048 shares of common stock and (ii) options to
purchase up to 15,000 shares of the Company’s common stock that are exercisable within 60 days from April 29, 2016.





10





(10) Consists of (i) 100,000 shares of common stock and (ii) options
to purchase up to 60,000 shares of the Company’s common stock that are exercisable within 60 days from April 29, 2016.



(11) Consists of (i) 50,000 shares of common stock and (ii) options
to purchase up to 60,000 shares of the Company’s common stock that are exercisable within 60 days from April 29, 2016.



(12) Consists of options to purchase up to 80,000 shares of the Company’s common stock
that are exercisable within 60 days from April 29, 2016.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



Certain Relationships and Related Transactions

Related parties of the Company represented
direct or indirect unconsolidated investees of the Company or entities that are directly or indirectly owned by Mr. Handong Cheng
or Mr. Xuanfu Liu, the owners of the Company’s PRC VIEs, Business Opportunities Online and Beijing CNET Online before the
Company’s offshore restructuring. The Company provides advertising and marketing services to the following related parties
in its normal course of business on the same terms as those provided to its unrelated clients.

Revenue from related parties:

|                                                                          |  | Year Ended December 31,
|------------------------------------------------------------------------- |  | -----------------------
|                                                                          |  | 2015                   
|                                                                          |  |                        
|                                                                          |  |                        
|-Beijing Saturday Education Technology Co., Ltd.                          |  |                        
|-Chuangshi Meiwei (Beijing) International Investment Management Co., Ltd. |  |                        
|-Beijing Saimeiwei Food Equipment Technology Co., Ltd,                    |  |                        
|-Beijing Fengshangyinli Technology Co., Ltd.                              |  |                        
|                                                                          |  |                        



Director Independence



The Board has determined that Watanabe Mototake,
Zhiqing Chen, Douglas MacLellan and Chang Qiu are “independent” under the current independence standards of Rule 5605(a)(2)
of the Marketplace Rules of The NASDAQ Stock Market, LLC and meet the criteria set forth in Rule 10A(m)(3) under the U.S. Securities
Exchange Act of 1934, as amended (the “Exchange Act”).



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES



Services and Fees of Independent Accountants



Marcum Bernstein &
Pinchuk LLP served as the Company’s independent accountants for fiscal 2015. Aggregate
fees billed to the Company by Marcum Bernstein & Pinchuk LLP during the fiscal years ended December 31, 2015 and 2014 were
as follows:









|Fees               |  | 2015 |         | 2014
|------------------ |  | ---- | ------- | ----
|Audit Fees         |  | $    | 241,150 |     
|Audit Related Fees |  | $    |         |     
|Tax Fees           |  | $    |         |     
|All Other Fees     |  | $    | 10,000  |     
|Total              |  | $    | 251,150 |     









11





Audit Fees



This category includes aggregate fees billed by our
independent auditors for the audit of our annual financial statements, review of financial statements included in our quarterly
reports on Form 10-Q and services that are normally provided by the auditor in connection with statutory and regulatory filings
for those fiscal years.



Audit-Related Fees



This category consists of services by our independent
auditors that, including accounting consultations on transaction related matters, are reasonably related to the performance of
the audit or review of our financial statements and are not reported above under Audit Fees.



Tax Fees



This category consists of professional services rendered
for tax compliance and preparation of our corporate tax returns and other tax advice.



All Other Fees



This category consists of professional services rendered
for products and services provided, other than the services reported above under Audit Fees, Audit-Related Fees and Tax Fees.



Pre-Approval of Services



The Audit Committee must pre-approve all audit, review,
attest and permissible non-audit services (including any permissible internal control-related services) to be provided to the company
or its subsidiaries by the independent auditors. The Audit Committee may establish pre-approval policies and procedures in compliance
with applicable SEC rules. All services described under the caption Services and Fees of Independent Accountants were pre-approved.



Part IV



ITEM 15 Exhibits and Financial Statement Schedules



| | a) | The following are filed with this report:
| | -- | -----------------------------------------

| | (1) | The financial statements listed on the Financial Statement’s Table of Contents
| | --- | ------------------------------------------------------------------------------

| | (2) | Not applicable
| | --- | --------------

| | (3) | The exhibits referred to below, which include the following managerial contracts or compensatory plans or arrangements:
| | --- | -----------------------------------------------------------------------------------------------------------------------



|2.1 | Share Exchange Agreement, dated as of June 26, 2009, by and among Emazing Interactive, Inc., G. Edward Hancock, China Net Online Media Group Limited, and the shareholders of China Net Online Media Group Limited.(1)
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.2 | Agreement and Plan of Merger (2)                                                                                                                                                                                      
|3.1 | Articles of Incorporation of Emazing Interactive, Inc., as amended (1)                                                                                                                                                
|3.2 | Articles of Merger. (2)                                                                                                                                                                                               





12







|3.3   | By-laws. (4)                                                                                                                                                                                                                                                                                      
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1*  | 2011 Omnibus Securities and Incentive Plan (9)                                                                                                                                                                                                                                                    
|4.2*  | ChinaNet Online Holdings, Inc. 2015 Equity Incentive Plan. (13)                                                                                                                                                                                                                                   
|10.1  | Exclusive Business Cooperation Agreement, dated October 8, 2008, by and between Rise King Century Technology Development (Beijing) Co., Ltd. and Beijing CNET Online Advertising Co., Ltd. (1)                                                                                                    
|10.2  | Exclusive Option Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Handong Cheng with respect to Mr. Cheng’s equity interest in Beijing CNET Online Advertising Co., Ltd. (1)      
|10.3  | Exclusive Option Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Xuanfu Liu with respect to Mr. Liu’s equity interest in Beijing CNET Online Advertising Co., Ltd. (1)           
|10.4  | Exclusive Option Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Li Sun with respect to Ms. Sun’s equity interest in Beijing CNET Online Advertising Co., Ltd.(1)                
|10.5  | Equity Interest Pledge Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Handong Cheng with respect to Mr. Cheng’s equity interest in Beijing CNET Online Advertising Co., Ltd. (1)
|10.6  | Equity Interest Pledge Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Xuanfu Liu with respect to Mr. Liu’s equity interest in Beijing CNET Online Advertising Co., Ltd. (1)     
|10.7  | Equity Interest Pledge Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Li Sun with respect to Ms. Sun’s equity interest in Beijing CNET Online Advertising Co., Ltd. (1)         
|10.8  | Power of Attorney of Handong Cheng, dated as of October 8, 2008, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as his agent and attorney in connection with his equity interest in Beijing CNET Online Advertising Co., Ltd. (1)                                        
|10.9  | Power of Attorney of Xuanfu Liu, dated as of October 8, 2008, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as his agent and attorney in connection with his equity interest in Beijing CNET Online Advertising Co., Ltd. (1)                                           
|10.10 | Power of Attorney of Li Sun, dated as of October 8, 2008, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as her agent and attorney in connection with her equity interest in Beijing CNET Online Advertising Co., Ltd. (1)                                               
|10.11 | Exclusive Business Cooperation Agreement, dated October 8, 2008, by and between Rise King Century Technology Development (Beijing) Co., Ltd. and Business Opportunity Online (Beijing) Network Technology Co., Ltd. (1)                                                                           



13







|10.12 | Exclusive Option Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Business Opportunity Online (Beijing) Network Technology Co., Ltd. and Handong Cheng with respect to Mr. Cheng’s equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd. (1)      
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.13 | Exclusive Option Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Business Opportunity Online (Beijing) Network Technology Co., Ltd. and Xuanfu Liu with respect to Mr. Liu’s equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd. (1)           
|10.14 | Exclusive Option Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Business Opportunity Online (Beijing) Network Technology Co., Ltd. and Li Sun with respect to Ms. Sun’s equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd. (1)               
|10.15 | Equity Interest Pledge Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Business Opportunity Online (Beijing) Network Technology Co., Ltd. and Handong Cheng with respect to Mr. Cheng’s equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd. (1)
|10.16 | Equity Interest Pledge Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Business Opportunity Online (Beijing) Network Technology Co., Ltd. and Xuanfu Liu with respect to Mr. Liu’s equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd. (1)     
|10.17 | Equity Interest Pledge Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Business Opportunity Online (Beijing) Network Technology Co., Ltd. and Li Sun with respect to Ms. Sun’s equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd. (1)         
|10.18 | Power of Attorney of Handong Cheng, dated as of October 8, 2008, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as his agent and attorney in connection with his equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd. (1)                                                                 
|10.19 | Power of Attorney of Xuanfu Liu, dated as of October 8, 2008, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as his agent and attorney in connection with his equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd. (1)                                                                    
|10.20 | Power of Attorney of Li Sun, dated as of October 8, 2008, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as her agent and attorney in connection with her equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd. (1)                                                                        
|10.21 | Entrustment Agreement, dated June 5, 2009, by and between Rise King Investments Limited and Handong Cheng, Xuanfu Liu and Li Sun. (1)                                                                                                                                                                                                               
|10.22 | Share Transfer Agreement, dated April 28, 2009, by and between Yang Li and Handong Cheng. (1)                                                                                                                                                                                                                                                       
|10.23 | Share Transfer Agreement, dated April 28, 2009, by and between Yang Li and Xuanfu Liu. (1)                                                                                                                                                                                                                                                          
|10.24 | Share Transfer Agreement, dated April 28, 2009, by and between Yang Li and Li Sun. (1)                                                                                                                                                                                                                                                              
|10.25 | Internet Banking Experiencing All-in-One Engine Strategic Cooperation Agreement, dated August 7, 2008, by and between Henan Branch of China Construction Bank and Shanghai Borongdingsi Computer Technology Co., Ltd. (1)                                                                                                                           



14







|10.26  | Cooperation Agreement, dated July 8, 2008, by and between Beijing CNET Online Advertising Co., Ltd. and Shanghai Borongdingsi Computer Technology Co., Ltd. (1)                                                                                                              
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.27  | Supplemental Agreement to the Cooperation Agreement, dated December 10, 2008, by and between Beijing CNET Online Advertising Co., Ltd. and Shanghai Borongdingsi Computer Technology Co., Ltd. (1)                                                                           
|10.28  | Office Lease Agreement, dated January 1, 2009, by and between Beijing YuQuanHuiGu  Realty Management Ltd. Co. and Business Opportunity Online (Beijing) Network Technology Ltd. Co. (1)                                                                                      
|10.29  | Office Lease Agreement, dated January 1, 2009, by and between Beijing YuQuanHuiGu  Realty Management Ltd. Co. and Beijing CNET Online Advertising Co., Ltd. (1)                                                                                                              
|10.30  | Office Lease Agreement, dated January 1, 2009, by and between Beijing YuQuanHuiGu  Realty Management Ltd. Co. and Rise King Century Technology Development (Beijing) Co., Ltd. (1)                                                                                           
|10.31  | Securities Purchase Agreement, dated as of August 21, 2009. (3)                                                                                                                                                                                                              
|10.32  | Securities Escrow Agreement, dated as of August 21, 2009. (3)                                                                                                                                                                                                                
|10.33* | Independent Director Agreement effective as of November 30, 2009 by and between the Company and Douglas MacLellan. (5)                                                                                                                                                       
|10.34* | Independent Director Agreement effective as of November 30, 2009 by and between the Company and Mototaka Watanabe. (5)                                                                                                                                                       
|10.35* | Independent Director Agreement effective as of November 30, 2009 by and between the Company and Zhiqing Chen. (5)                                                                                                                                                            
|10.36  | Exclusive Business Cooperation Agreement, dated as of December 6, 2010, by and between Rise King Century Technology Development (Beijing) Co., Ltd. and Rise King (Shanghai) Advertisement & Media Co., Ltd. (8)                                                             
|10.37  | Exclusive Option Agreement, dated as of December 6, 2010, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Wei Yanmin and Rise King (Shanghai) Advertisement & Media Co., Ltd. (8)                                                                 
|10.38  | Exclusive Option Agreement, dated as of December 6, 2010, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Wu Huamin and Rise King (Shanghai) Advertisement & Media Co., Ltd. (8)                                                                  
|10.39  | Equity Interest Pledge Agreement dated as of December 6, 2010, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Wei Yanmin and Rise King (Shanghai) Advertisement & Media Co., Ltd. (8)                                                            
|10.40  | Equity Interest Pledge Agreement dated as of December 6, 2010, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Wu Huamin and Rise King (Shanghai) Advertisement & Media Co., Ltd. (8)                                                             
|10.41  | Power of Attorney of Wei Yanmin, dated as of December 6, 2010, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as his exclusive agent and attorney in connection with his equity interest in Rise King (Shanghai) Advertisement & Media Co., Ltd. (8)



15







|10.42 | Power of Attorney of Wu Huamin, dated as of December 6, 2010, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as his exclusive agent and attorney in connection with his equity interest in Rise King (Shanghai) Advertisement & Media Co., Ltd. (8)
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.43 |                                                                                                                                                                                                                                                                             
|10.44 |                                                                                                                                                                                                                                                                             
|10.45 |                                                                                                                                                                                                                                                                             
|10.46 |                                                                                                                                                                                                                                                                             
|10.47 |                                                                                                                                                                                                                                                                             
|10.48 |                                                                                                                                                                                                                                                                             
|14    |                                                                                                                                                                                                                                                                             
|21.1  | Subsidiaries of the Registrant                                                                                                                                                                                                                                              
|23.1  | Consent of Marcum Bernstein & Pinchuk LLP                                                                                                                                                                                                                                   
|31.1  | Certification pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. +                                                                                                                                             
|31.2  | Certification pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. +                                                                                                                                             
|32.1  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. +                                                                                                                                                   

| | + | Filed herewith
| | - | --------------

| | * | Denotes managerial contracts or compensatory plans or arrangements:
| | - | -------------------------------------------------------------------

| | (1) | Incorporated by reference herein to the Report on Form 8-K filed on July 2, 2009.
| | --- | ---------------------------------------------------------------------------------

| | (2) | Incorporated by reference herein to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on July 24, 2009.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Incorporated by reference herein to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on August 27, 2009.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Incorporated by reference herein to the Company’s Registration Statement on Form SB-1 filed with the Securities
and Exchange Commission on October 20, 2006.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Incorporated by reference herein to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on December 2, 2009.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------



16







| | (6) | Incorporated by reference herein to the Company’s Current Report on Form 8-K filed on December 21, 2009
| | --- | -------------------------------------------------------------------------------------------------------

| | (7) | Incorporated by reference herein to the Company’s Annual Report on Form 10-K filed on March 31, 2011.
| | --- | -----------------------------------------------------------------------------------------------------

| | (8) | Incorporated by reference herein to the Company’s Registration Statement on Form S-1 filed on May 11, 2011.
| | --- | -----------------------------------------------------------------------------------------------------------

| | (9) | Incorporated by reference herein to the Company’s Current Report on Form 8-K filed on December 16, 2011.
| | --- | --------------------------------------------------------------------------------------------------------

| | (10) | Incorporated by reference herein to the Company’s Current Report on Form 8-K filed on September 11, 2012.
| | ---- | ---------------------------------------------------------------------------------------------------------

| | (11) | Incorporated by reference herein to the Company’s Current Report on Form 8-K filed on May 7, 2015.
| | ---- | --------------------------------------------------------------------------------------------------

| | (12) | Incorporated by reference herein to the Company’s Current Report on Form 8-K filed on May 28, 2015.
| | ---- | ---------------------------------------------------------------------------------------------------

| | (13) | Incorporated by reference herein to Appendix A to the Company’s Proxy Statement on Schedule 14A filed on April 30, 2015.
| | ---- | ------------------------------------------------------------------------------------------------------------------------

| | (b) | The exhibits listed on the Exhibit Index are filed as part of this report.
| | --- | --------------------------------------------------------------------------

| | (c) | Not applicable.
| | --- | ---------------







17









SIGNATURES



Pursuant to the requirements of Section 13 or 15(d)
of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned
thereunto duly authorized.



|                      | ChinaNet Online Holdings, Inc.
|--------------------- | ------------------------------
|                      |                               
|Dated: April 29, 2016 | By:                           
|                      | Name:                         
|                      | Title:                        

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.



|Dated: April 29, 2016 | By:    | /s/ Handong Cheng                                                
|--------------------- | ------ | -----------------------------------------------------------------
|                      | Name:  | Handong Cheng                                                    
|                      | Title: | Chairman and Chief Executive Officer(Principal Executive Officer)



|Dated: April 29, 2016 | By:    | /s/ Zhige Zhang                                     
|--------------------- | ------ | ----------------------------------------------------
|                      | Name:  | Zhige Zhang                                         
|                      | Title: | Chief Financial Officer(Principal Financial Officer)



|Dated: April 29, 2016 | By:    | /s/ George Kai Chu
|--------------------- | ------ | ------------------
|                      | Name:  | George Kai Chu    
|                      | Title: | Director          
|                      |        |                   
|Dated: April 29, 2016 | By:    | /s/ Zhiqing Chen  
|                      | Name:  | Zhiqing Chen      
|                      | Title: | Director          



|Dated: April 29, 2016 | By:    | /s/ Mototaka Watanabe
|--------------------- | ------ | ---------------------
|                      | Name:  | Mototaka Watanabe    
|                      | Title: | Director             



|Dated: April 29, 2016 | By:    | /s/ Douglas MacLellan
|--------------------- | ------ | ---------------------
|                      | Name:  | Douglas MacLellan    
|                      | Title: | Director             



|Dated: April 29, 2016 | By:    | /s/ Chang Qiu
|--------------------- | ------ | -------------
|                      | Name:  | Changhua Qiu 
|                      | Title: | Director     





18