Exhibit 31.2

 

**CERTIFICATION**

** **

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

 

(1)	I have reviewed this Annual Report onForm 10-K/A of ChinaNet Online Holdings, Inc., for the fiscal year ended December 31, 2015.

 

(2)	Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

(3)	Based on my knowledge, the financialstatements, and other financial information included in this report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

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

 

a.	Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during theperiod 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 in theregistrant’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)	The registrant’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.	All significant deficiencies and materialweaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affectthe registrant’s ability to record, process, summarize and report financial information; and

 

b.	any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the registrant’s internal control over financialreporting.

 

Date: April 29, 2016

 

By: /s/ Zhige Zhang

Name: Zhige Zhang

Title:  Chief Financial Officer