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October 8, 2019
Handong Cheng
Chief Executive Officer
ChinaNet Online Holdings, Inc.
No. 9 South Min Zhuang Road
Haidian District
Beijing, PRC 100195
Re: ChinaNet Online Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-3
Filed September 16, 2019
File No. 333-228061
Dear Mr. Cheng:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our November 29,
2018 letter.
Amendment No. 2 to Registration Statement on Form S-3 filed September 16, 2019
General
1. We note your response to prior comment 1. We continue to believe your
February 2018
agreement with a third-party for the development of your
blockchain-powered platform
should be filed as a material agreement. In this regard, the agreement
contemplates the
payment of $4.94 million to the third-party, $3.72M of which you have
paid to date.
Accordingly, please file this agreement as an exhibit. See Item
601(b)(10) of Regulation
S-K.
Handong Cheng
FirstNameOnline Holdings, Inc.
ChinaNet LastNameHandong Cheng
Comapany 2019
October 8, NameChinaNet Online Holdings, Inc.
Page 2
October 8, 2019 Page 2
FirstName LastName
2. We note your responses to prior comments 4 and 5, including your
statement that you are
still in the early stages of research and development of your
blockchain-powered platform
and that you do not believe the platform is material to your business
at this time. In light
of your prior public statements that you are transitioning your
business to focus
on blockchain-powered solutions, we believe additional disclosure
concerning your
blockchain-powered platform is appropriate to the extent you continue
to pursue
such solutions. Accordingly, please revise your disclosure to clarify
whether the
blockchain-powered platform is currently commercially available and
whether it has
generated any revenues. If your blockchain-powered platform is still
under development,
please revise to disclose the platform's current stage of development,
including a timeline
of when you anticipate the commercial launch of the platform and a
summary of material
remaining development costs. Additionally, please ensure your revised
disclosure
addresses the following:
Please clearly describe how your platform will operate and how
users will benefit
from your blockchain-powered platform, including specific
examples that highlight
how and why a user will use your platform and the tokens
generated by your
platform.
Your response indicates that your blockchain-powered platform is
being built on the
Ethereum blockchain, a third-party blockchain. Please disclose
this and discuss risks
and challenges related the fact your platform will be dependent
on another
blockchain.
Your response indicates that your blockchain-powered platform
will generate tokens
that may be used as payment for services you render or products
available on the
platform. Please revise to disclose examples of how a platform
user will earn,
generate or receive a token and what types of services and
products a user may
acquire with this token. Additionally, please revise to disclose:
(1) the material terms
and characteristics of this token; (2) the process by which the
distribution of this
token will occur; and (3) the risks of holding the token, such as
the threat of a
cybersecurity breach.
3. We note your response to prior comment 6 and the risk factor on page
20 of your Form
10-K for the fiscal year ended December 31, 2018 concerning the
regulation of blockchain
technology and digital assets in China. Please revise your next
amendment to discuss all
other regulations that may have a material effect on your
blockchain-powered platform,
such as the Cyberspace Administration of China's Regulations on the
Management of
Blockchain Information Services that appear to have gone into effect
on February 15,
2019.
Handong Cheng
FirstNameOnline Holdings, Inc.
ChinaNet LastNameHandong Cheng
October 8, NameChinaNet Online Holdings, Inc.
Comapany 2019
Page 3
October 8, 2019 Page 3
FirstName LastName
Information Incorporated by Reference, page 11
4. We note your response to prior comment 3. However, it appears the most
recent
amendment fails to specifically incorporate by reference certain
filings, including your
Form 10-K for the fiscal year ended December 31, 2018 and your Form
10-Qs for the
quarterly periods ended March 31, 2019 and June 30, 2019. Please
revise. Also, please
incorporate by reference all Item 8.01 Form 8-Ks filed since December
31, 2018. See
Item 12(a) of Form S-3.
Exhibits
5. Please file as an exhibit a consent from your independent registered
public accounting
firm with your next amendment.
Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or
Matthew Crispino,
Staff Attorney, at (202) 551-3456 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Tahra Wright, Esq.