 |
Loeb
& Loeb LLP
345
Park Avenue
New
York, NY 10154-1895
|
Direct
Main
Fax
|
212.407.4000
212.407.4000
212.407.4990
|
November
12, 2009
|
Jessica
Plowgian
Attorney-Advisor
Securities
and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
|
| Re: | ChinaNet Online Holdings, Inc. |
|
|
Form
S-1
|
|
|
Filed
September 22, 2009
|
|
|
File
No. 333-162038
|
Dear Ms.
Plowgian:
On
behalf of ChinaNet Online Holdings, Inc. (the “Company”), we hereby submit to
you Amendment No. 1 (“Amendment No. 1”) to the above-referenced Registration
Statement on Form S-1 (the “Registration Statement”), reflecting changes made in
response to the comments of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) contained in your letter dated October
19, 2009 to Handong Cheng, Chief Executive Officer of the Company, pertaining to
the Registration Statement.
All responses to the Staff’s comments
set forth in this letter are submitted on behalf of the Company at its
request. To facilitate your review, we have set forth in this letter
each of the Staff’s comments with the Company's corresponding response
below. We have marked the enclosed Amendment No. 1 to show changes
and all references to page numbers below pertain to the page numbers in the
marked version of Amendment No. 1 submitted herewith.
General
|
1.
|
We
note that you are registering a significant number of your outstanding
shares for resale. Due to the significant number of shares
being registered, it appears that this may be an indirect primary offering
by the company. Because you are not eligible to conduct a
primary offering on Form S-3, you are not eligible to conduct a primary
at-the-market offering under Rule 415(a)(4). If the offering is a primary
offering, you must fix the offering price of the securities for the
duration of the offering and identify the selling stockholders as
underwriters.
|
If
you disagree with our analysis, please provide us with a detailed legal analysis
as to why this offering should be regarded as a secondary offering. This
analysis should include the following among any other relevant
factors:
|
|
·
|
The total number of shares
being registered as a percentage of shares outstanding held by
non-affiliates, as well as the number of shares being registered on behalf
of each selling shareholders as a percentage of shares outstanding held by
non- affiliates;
|
|
Los Angeles New York Chicago Nashville www.loeb.com
A limited liability partnership including professional corporations
|
 |
Jessica
Plowgian
Securities
and Exchange Commission
November
12, 2009
Page
2
|
|
|
·
|
The number of selling
shareholders and the percentage of the overall offering made by each
shareholder;
|
|
|
·
|
The date on which and the
manner in which each selling shareholder received the shares and/or the
overlying securities;
|
|
|
·
|
An explanation of the
relationship between the company and each of the selling
shareholders;
|
|
|
·
|
Any relationships among any of
the selling shareholders;
|
|
|
·
|
The dollar value of the shares
registered in relation to the proceeds that you received from the selling
shareholders for the securities (excluding amounts of proceeds that were
returned or will be returned to the selling shareholders and/or their
affiliates in fees or other payments);
and
|
|
|
·
|
The discount at which the
shareholders will purchase the common stock underlying the warrants and
preferred stock upon conversion or
exercise.
|
Response
to Comment 1:
We
respectfully disagree with the Staff’s position that this offering by the
selling stockholders is an indirect primary offering by the
Company. According to the Staff’s Compliance and Disclosure
Interpretation 612.09 (January 26, 2009), whether an offering is a secondary
offering or a disguised primary offering is a question of fact and consideration
should be given to (i) how long the selling shareholders have held the shares,
(ii) the circumstances under which they received them, (iii) their relationship
to the issuer, (iv) the amount of shares involved, (v) whether the sellers are
in the business of underwriting securities and (vi) whether under all the
circumstances it appears that the seller is acting as a conduit for the
issuer. Even if all of the selling stockholders were affiliates of
the Company (which, as discussed below, is not the case), the offering may be
considered a genuine secondary offering under appropriate circumstances, as the
Staff has previously recognized in its Compliance and Disclosure Interpretation
212.15 (January 26, 2009), because affiliates of issuers are not necessarily
treated as being the alter egos of the issuers. In addition,
according to the Staff’s Compliance and Disclosure Interpretation 216.14
(February 27, 2009), secondary sales may be made even in cases where the
affiliate owns more than 50% of the issuer's securities unless the facts and
circumstances indicate that the affiliate is acting as an underwriter or by or
on behalf of the issuer (while this interpretation was given in connection with
General Instruction I.B.3 to Form S-3, its rationale is equally applicable in
this situation).
Applying
the principles outlined above to the relevant facts, we believe that the
transaction should be treated as a resale secondary offering. The
following reasons demonstrate that the selling stockholders are neither the
alter ego of the Company nor underwriters for an offering by the Company and,
therefore, that this transaction is appropriately described as a resale
secondary offering:
|
Jessica
Plowgian
Securities
and Exchange Commission
November
12, 2009
Page
3
|
|
|
·
|
None
of the investors who received securities in the private placement of
convertible preferred shares and warrants consummated in August 2009 (the
“August Placement”) is an “affiliate” of the Company, as such term is
defined under Rule 405 promulgated under the Securities Act of 1933, as
amended. None of such investors, directly, or indirectly
(including through any contractual arrangement), controls, or is
controlled by, or is under common control with, the
Company.
|
|
|
·
|
There
is only one selling stockholder, Star (China) Holdings Limited (“Star
(China)”) (holding 1,279,080 shares), that may be deemed to be an
affiliate of the Company because its sole shareholder is one of the
Company’s directors. Star (China) was not an investor in the
August Placement and is registering merely 3.61% of the total number of
shares being offered, or 426,360 shares of the 11,807,776 shares being
offered pursuant to the resale
prospectus.
|
|
|
·
|
The
securities issued as part of the August Placement were distributed to a
large number of investors (almost 40) and of the 77 selling stockholders,
only five are registering more than 5% of the total number of securities
being registered, and none of those five are
affiliates.
|
|
|
·
|
The
August Placement was structured as a traditional PIPE, with the investors
bearing market risk, and not as an equity line of credit. The
investors made customary representations as to their investment intent and
agreed to transfer restrictions and legending of certificates and, based
upon information obtained from the selling stockholders, do not have an
existing short position in the Company's common stock (see also our
response to Comment 11 below).
|
|
|
·
|
The
securities being registered for resale are shares of common stock and
shares of common stock underlying fixed rate convertible preferred stock
and fixed exercise price warrants with standard weighted average
anti-dilution provisions and adjustments for corporate changes, stock
reclassifications and similar events and, therefore, present no risk of
“downward spiral” dilution of current shareholders if the Company’s stock
price decreases.
|
|
|
·
|
With
the exception of six selling stockholders, who, as the Company has
disclosed, are registered broker-dealers or affiliates of broker-dealers,
to our knowledge, none of the selling stockholders are in the business of
underwriting securities or buying and selling securities, other than for
their own accounts.
|
In response to the Staff’s inquiry, the
Company wishes to clarify that prior to and after the August Placement, the
Company had 15,774,300 shares of common stock issued and outstanding, of which
7,060,280 shares of common stock were held by non-affiliates. On a
fully-diluted basis, the Company had 24,676,956 shares issued and outstanding
after the August Placement, of which 15,962,936 shares of common stock were held
by non-affiliates. The shares registered pursuant to the Registration
Statement constitute 167.2% of the issued and outstanding shares held by
non-affiliates and 47.85% of the issued and outstanding shares held by
non-affiliates on a fully-diluted basis. While the number of shares
registered pursuant to the Registration Statement is not insignificant, it is
only one of the factors the Staff has recognized as relevant for the
determination of whether an offering is a secondary offering and has to be
viewed in the context of the other the facts described above, which indicate
that the offering at issue is a valid secondary offering.
|
Jessica
Plowgian
Securities
and Exchange Commission
November
12, 2009
Page
4
|
On three charts attached hereto as
Exhibit A, we have attached additional information as requested pursuant to your
Comment 1 in support of our position. The information indicates that
there are no other relationships between the Company and the selling
stockholders, acting individually or as a group, which may be deemed to
constitute an affiliate relationship with us, other than what we described
above.
Applying the Staff’s past guidance to
the facts outlined above, the Company believes that the relationship between the
Company and the selling stockholders and the facts and circumstances of this
proposed offering as described above clearly lead to a conclusion that the
proposed resale is a valid secondary offering by the selling stockholders listed
in the prospectus and that the selling stockholders are not acting as a conduit
for an offering of the shares on behalf of the Company or acting underwriters
with respect to the securities offered thereby.
Summary, page
1
|
2.
|
Disclose
that the number of shares being registered represent ___% of your shares
currently outstanding and ___% of your shares held by
non-affiliates.
|
Response
to Comment 2:
The
disclosure has been revised in accordance with the Staff’s
comment. Please see the cover page of the prospectus.
|
3.
|
Disclose
the total dollar value of the securities underlying the preferred stock
and warrants that you have registered for resale (using the number of
underlying securities that you have registered for resale and a recent
market price per share for those
securities).
|
Response
to Comment 3:
The
disclosure has been revised in accordance with the Staff’s
comment. Please see the cover page of the prospectus.
|
Jessica
Plowgian
Securities
and Exchange Commission
November 12,
2009
Page
5
|
Recent Developments, page
2
|
4.
|
Clarify
whether the shares of common stock put in escrow pursuant to this
transaction are the common shares underlying the warrants or the preferred
stock.
|
Response
to Comment 4:
The
disclosure has been revised in accordance with the Staff’s
comment. Please see page 6 of Amendment No. 1.
Use of Proceeds, page
21
|
5.
|
Please
clarify the circumstances in which the warrants would be exercised by
cashless exercise.
|
Response
to Comment 5:
The
disclosure has been revised in accordance with the Staff’s
comment. Please see page 22 of Amendment No. 1.
Selling Stockholders, page
70
|
6.
|
We
note your disclosure that TriPoint Global, Paul Hickey, Greg Freihofner,
Chatsworth Securities, LLC, Michael S. Dimeo, and Syndicated Capital, Inc.
are broker-dealers or affiliated with broker-dealers. Please separately
identify which person or entity is a broker-dealer and which person or
entity is an affiliate of a broker-dealer. For each person or entity that
is a broker-dealer, revise to disclose that it is an underwriter of the
shares it is offering.
|
Response
to Comment 6:
We have
revised the disclosure on page 71 to separately identify which person or entity
is a broker-dealer and which person or entity is an affiliate of a
broker-dealer. However, we respectfully disagree that those entities
or persons identified as broker dealers are underwriters with respect to the
shares they are offering for resale, and therefore have not identified them as
such. We have been advised by each of these persons or entities that
they acquired the shares in the ordinary course of their business, and further
none of them have any arrangements or agreements with us, or we have been
advised, with any other person to distribute the
shares. .
|
7.
|
Please
revise your disclosure to provide the percentage of shares of common stock
beneficially owned by each selling shareholder prior to the
offering.
|
Response
to Comment 7:
|
Jessica
Plowgian
Securities
and Exchange Commission
November 12,
2009
Page
6
|
The
disclosure as requested has been included in the Selling Stockholder Table on
page 72.
|
8.
|
If
the exercise price of the warrants or conversion price of the preferred
stock represents a discount to the market price per share of your common
stock on the date of sale, please disclose the total possible profit the
selling shareholders could realize as a result of any conversion or
exercise discount in a table with the following information disclosed in
separate columns or rows:
|
|
|
·
|
the market price per share of
the securities underlying the preferred stock and warrants on the dates of
the sales of the preferred stock and
warrants;
|
|
|
·
|
the conversion/exercise price
per share of the underlying securities on the date of the sale of the
preferred stock and warrants, calculated by using the price per share
established in the preferred stock and
warrants;
|
|
|
·
|
the combined market price of
the total number of shares underlying the preferred stock and warrants,
calculated by using the market price per share on the date of the sale of
the preferred stock and warrants and the total possible shares underlying
the preferred stock and
warrants;
|
|
|
·
|
the total possible shares the
selling shareholders may receive and the combined conversion/exercise
price of the total number of shares underlying the preferred stock and
warrants calculated by using the conversion/exercise price on the date of
the sale of the preferred stock and warrants and the total possible number
of shares the selling shareholders may receive;
and
|
|
|
·
|
the total possible discount to
the market price as of the date of the sale of the preferred stock and
warrants, calculated by subtracting the total conversion/exercise price on
the date of the sale of the preferred stock and warrants from the combined
market price of the total number of shares underlying the preferred stock
and warrants on that date.
|
Response
to Comment 8:
The
disclosure as requested has been included on page 6.
|
9.
|
If
applicable, please disclose the total possible profit to be realized as a
result of any conversion discounts for securities underlying any other
warrants, options, notes, or other company securities that are held by the
selling shareholders or any affiliates of the selling shareholders,
presented in a table with the following information disclosed in separate
columns or rows:
|
|
Jessica
Plowgian
Securities
and Exchange Commission
November 12,
2009
Page
7
|
|
|
·
|
market price per share of the
underlying securities on the date of the sale of that other
security;
|
|
|
·
|
the conversion/exercise price
per share as of the date of the sale of that other security, calculated as
follows:
|
|
|
-
|
if the conversion/exercise
price per share is set at a fixed price, use the price per share on the
date of the sale of that other security;
and
|
|
|
-
|
if the conversion/exercise
price per share is not set at a fixed price and, instead, is set at a
floating rate in relationship to the market price of the underlying
security, use the conversion/exercise discount rate and the market rate
per share on the date of the sale of that other security and determine the
conversion/exercise price per share as of that
date;
|
|
|
·
|
the total possible shares to be
received under the particular securities (assuming complete
conversion/exercise);
|
|
|
·
|
the combined market price of
the total number of underlying shares, calculated by using the market
price per share on the date of the sale of that other security and the
total possible shares to be
received;
|
|
|
·
|
the total possible shares to be
received and the combined conversion price of the total number of shares
underlying that other security calculated by using the conversion price on
the date of the sale of that other security and the total possible number
of underlying shares; and
|
|
|
·
|
the total possible discount to
the market price as of the date of the sale of that other security,
calculated by subtracting the total conversion/exercise price on the date
of the sale of that other security from the combined market price of the
total number of underlying shares on that
date.
|
Response
to Comment 9:
We have
not provided the information requested by the Staff, as there are no other
warrants, options, notes or other company securities that are held by the
selling stockholders or any affiliates of the selling stockholders. As a
result, we do not believe that this comment 9 is applicable to the
Company.
|
10.
|
Disclose
in a table all prior securities transactions between you (or any of your
predecessors) and the selling shareholders, any affiliates of the selling
shareholders, or any person with whom any selling shareholder has a
contractual relationship regarding the transaction (or any predecessors of
those persons), with the table including the following information
disclosed separately for each
transaction:
|
|
Jessica
Plowgian
Securities
and Exchange Commission
November 12,
2009
Page
8
|
|
|
·
|
the date of the
transaction;
|
|
|
·
|
the number of shares of the
class of securities subject to the transaction that were outstanding prior
to the transaction;
|
|
|
·
|
the number of shares of the
class of securities subject to the transaction that were outstanding prior
to the transaction and held by persons other than the selling
shareholders, affiliates of the company, or affiliates of the selling
shareholders;
|
|
|
·
|
the number of shares of the
class of securities subject to the transaction that were issued or
issuable in connection with the
transaction;
|
|
|
·
|
the percentage of total issued
and outstanding securities that were issued or issuable in the transaction
(assuming full issuance), with the percentage calculated by taking the
number of shares issued or issuable in connection with the applicable
transaction, and dividing that number by the number of shares issued and
outstanding prior to the applicable transaction and held by persons other
than the selling shareholders, affiliates of the company, or affiliates of
the selling shareholders;
|
|
|
·
|
the market price per share of
the class of securities subject to the transaction immediately prior to
the transaction; and
|
|
|
·
|
the current market price per
share of the class of securities subject to the
transaction.
|
Response
to Comment 10:
With
respect to securities transactions that occurred prior to the Share Exchange
transaction, we have included a table on page 71, disclosing the information
requested.
With
respect to the securities transactions in which the other Selling Stockholders
received their shares, specifically the Share Exchange and the August Financing,
since the information requested would have been repetitive for each of the
Selling Stockholders who were issued shares in those separate transactions,
instead of including a table we have included additional disclosure in the
introduction to the Selling Stockholder Table on page 71, which provides a brief
summary and cross-reference to more detailed disclosure in Amendment No. 1
regarding those transactions and includes the information
requested.
|
Jessica
Plowgian
Securities
and Exchange Commission
November 12,
2009
Page
9
|
|
11.
|
Disclose
whether — based on information obtained from the selling shareholders —
any of the preferred stock or warrant holders that are selling
shareholders have an existing short position in your common stock and, if
any of the selling shareholders have an existing short position in your
stock, the following additional
information:
|
|
|
·
|
the date on which each such
selling shareholder entered into that short position;
and
|
|
|
·
|
the relationship of the date on
which each such selling shareholder entered into that short position to
the date of the announcement of the preferred stock and warrant
transactions and the filing of the registration
statement.
|
Response
to Comment 11:
Based
upon information obtained from the selling stockholders, none of the selling
stockholders who invested in the August Placement have an existing short
position in the Company's common stock.
|
12.
|
Provide
the following information:
|
|
|
·
|
a materially complete
description of the relationships and arrangements that have existed in the
past three years or are to be performed in the future between you (or any
of your predecessors) and the selling shareholders, any affiliates of the
selling shareholders, or any person with whom any selling shareholder has
a contractual relationship regarding the transactions (or any predecessors
of those persons) — the information provided should include, in reasonable
detail, a complete description of the rights and obligations of the
parties in connection with the sale of the preferred stock and warrants;
and
|
|
|
·
|
copies of all agreements
between you (or any of your predecessors) and the selling shareholders,
any affiliates of the selling shareholders, or any person with whom any
selling shareholder has a contractual relationship regarding the
transaction (or any predecessors of those persons) in connection with the
sale of the preferred stock and
warrants.
|
If
it is your view that such a description of the relationships and arrangements
between and among those parties already is presented in the prospectus and that
all agreements between and/or among those parties are included as exhibits to
the registration statement, please provide us with confirmation of your view in
this regard.
|
Jessica
Plowgian
Securities
and Exchange Commission
November 12,
2009
Page
10
|
Response
to Comment 12:
We refer
the Staff to our response with respect to Comment 10. We believe that the
description that the Staff requests is already presented in the prospectus and
that all agreements that are material contracts and required to be filed as
exhibits to the registration statement with respect to the transactions have
been filed.
Very
truly yours,
/s/ Loeb & Loeb LLP
Loeb
& Loeb LLP
EXHIBIT
A
|
CHINANET
ONLINE HOLDINGS, INC.
|
Offering
=
11,807,776
shares
|
Outstanding shares held by non affiliates = 7,060,280 | 11/06/09 last trade price = $4.60 | |||||||||
|
Holders
of Common Stock Underlying Preferred and Warrants
|
||||||||||||
|
Name of Selling
Shareholder
|
Securities
in Offering
|
% of
Offering
|
% of
Oustanding
Held by
Non-Affiliates
|
Date
Securities Received
|
Manner
Securities Received
|
Relationship
with Company
|
Relationship
w/other
Selling
Shareholder(s) (1)
|
Value
of Shares Registered (2)
|
Proceeds
from Shares Registered (3)
|
Value
of Shares Registered Relative to Proceeds
(3) |
Purchase
Price Discount For Stock Underlying
Preferred (3) |
Purchase
Price Discount for Stock Underlying
Warrants (3) |
|
Jayhawk
Private Equity Fund II, L.P.
|
800,000
|
6.78%
|
11.33%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$3,680,000.00
|
$2,350,000.00
|
$1,330,000.00
|
$840,000.00
|
$490,000.00
|
|
Blue
Earth Fund, L.P.
|
800,000
|
6.78%
|
11.33%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$3,680,000.00
|
$2,350,000.00
|
$1,330,000.00
|
$840,000.00
|
$490,000.00
|
|
Taylor
International Fund, Ltd.
|
1,000,000
|
8.47%
|
14.16%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$4,600,000.00
|
$2,937,500.00
|
$1,662,500.00
|
$1,050,000.00
|
$612,500.00
|
|
Silver
Rock II, Ltd.
|
200,000
|
1.69%
|
2.83%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$920,000.00
|
$587,500.00
|
$332,500.00
|
$210,000.00
|
$122,500.00
|
|
Ancora
Greater China Fund, LP
|
200,000
|
1.69%
|
2.83%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$920,000.00
|
$587,500.00
|
$332,500.00
|
$210,000.00
|
$122,500.00
|
|
Eric
E. Shear
|
40,000
|
0.34%
|
0.57%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$184,000.00
|
$117,500.00
|
$66,500.00
|
$42,000.00
|
$24,500.00
|
|
Bruce
A. Shear
|
40,000
|
0.34%
|
0.57%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$184,000.00
|
$117,500.00
|
$66,500.00
|
$42,000.00
|
$24,500.00
|
|
Tangiers
Investors, LP
|
20,000
|
0.17%
|
0.28%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$92,000.00
|
$58,750.00
|
$33,250.00
|
$21,000.00
|
$12,250.00
|
|
Charles
M. Ognar
|
160,000
|
1.36%
|
2.27%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$736,000.00
|
$470,000.00
|
$266,000.00
|
$168,000.00
|
$98,000.00
|
|
Dynacap
Global Capital Fund II, LP
|
32,000
|
0.27%
|
0.45%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$147,200.00
|
$94,000.00
|
$53,200.00
|
$33,600.00
|
$19,600.00
|
|
Michael
Cohen
|
200,000
|
1.69%
|
2.83%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$920,000.00
|
$587,500.00
|
$332,500.00
|
$210,000.00
|
$122,500.00
|
|
Trillion
Growth China LP
|
168,000
|
1.42%
|
2.38%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$772,800.00
|
$493,500.00
|
$279,300.00
|
$176,400.00
|
$102,900.00
|
|
BBS
Capital Fund, LP
|
400,000
|
3.39%
|
5.67%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$1,840,000.00
|
$1,175,000.00
|
$665,000.00
|
$420,000.00
|
$245,000.00
|
|
Sansar
Capital Management
|
2,000,000
|
16.94%
|
28.33%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$9,200,000.00
|
$5,875,000.00
|
$3,325,000.00
|
$2,100,000.00
|
$1,225,000.00
|
|
Richard
D. Squires
|
160,000
|
1.36%
|
2.27%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$736,000.00
|
$470,000.00
|
$266,000.00
|
$168,000.00
|
$98,000.00
|
|
Paul
Hickey
|
160,000
|
1.36%
|
2.27%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$736,000.00
|
$470,000.00
|
$266,000.00
|
$168,000.00
|
$98,000.00
|
|
Kevin
M. Goldstein
|
8,000
|
0.07%
|
0.11%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$36,800.00
|
$23,500.00
|
$13,300.00
|
$8,400.00
|
$4,900.00
|
|
Daybreak
Special Situations Master Fund, Ltd.
|
120,000
|
1.02%
|
1.70%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$552,000.00
|
$352,500.00
|
$199,500.00
|
$126,000.00
|
$73,500.00
|
|
Kinder
Investments L.P.
|
280,000
|
2.37%
|
3.97%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$1,288,000.00
|
$822,500.00
|
$465,500.00
|
$294,000.00
|
$171,500.00
|
|
SPI
Hawaii Investments, LP
|
240,000
|
2.03%
|
3.40%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$1,104,000.00
|
$705,000.00
|
$399,000.00
|
$252,000.00
|
$147,000.00
|
|
Alpha
Capital
|
120,000
|
1.02%
|
1.70%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$552,000.00
|
$352,500.00
|
$199,500.00
|
$126,000.00
|
$73,500.00
|
|
Greg
Freihofner
|
40,000
|
0.34%
|
0.57%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$184,000.00
|
$117,500.00
|
$66,500.00
|
$42,000.00
|
$24,500.00
|
|
The
USX China Fund
|
80,000
|
0.68%
|
1.13%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$368,000.00
|
$235,000.00
|
$133,000.00
|
$84,000.00
|
$49,000.00
|
|
Ferghan
O'Regan
|
120,000
|
1.02%
|
1.70%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$552,000.00
|
$352,500.00
|
$199,500.00
|
$126,000.00
|
$73,500.00
|
|
Herbert
Verse
|
20,000
|
0.17%
|
0.28%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$92,000.00
|
$58,750.00
|
$33,250.00
|
$21,000.00
|
$12,250.00
|
|
Jesper
Kronborg
|
20,000
|
0.17%
|
0.28%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$92,000.00
|
$58,750.00
|
$33,250.00
|
$21,000.00
|
$12,250.00
|
|
Peter
Nordin Aps
|
20,000
|
0.17%
|
0.28%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$92,000.00
|
$58,750.00
|
$33,250.00
|
$21,000.00
|
$12,250.00
|
|
Henrick
Gumaelius
|
40,000
|
0.34%
|
0.57%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$184,000.00
|
$117,500.00
|
$66,500.00
|
$42,000.00
|
$24,500.00
|
|
PK
Solutions AB
|
28,000
|
0.24%
|
0.40%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$128,800.00
|
$82,250.00
|
$46,550.00
|
$29,400.00
|
$17,150.00
|
|
Enebybergs
Revisionsbyra AB
|
40,000
|
0.34%
|
0.57%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$184,000.00
|
$117,500.00
|
$66,500.00
|
$42,000.00
|
$24,500.00
|
|
PJ
Levay Lawrence
|
60,000
|
0.51%
|
0.85%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$276,000.00
|
$176,250.00
|
$99,750.00
|
$63,000.00
|
$36,750.00
|
|
Peter
Gustafsson
|
28,000
|
0.24%
|
0.40%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$128,800.00
|
$82,250.00
|
$46,550.00
|
$29,400.00
|
$17,150.00
|
|
Robin
Whaite
|
119,200
|
1.01%
|
1.69%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$548,320.00
|
$350,150.00
|
$198,170.00
|
$125,160.00
|
$73,010.00
|
|
Garolf
AB
|
80,000
|
0.68%
|
1.13%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$368,000.00
|
$235,000.00
|
$133,000.00
|
$84,000.00
|
$49,000.00
|
|
Olive
or Twist Limited
|
40,000
|
0.34%
|
0.57%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$184,000.00
|
$117,500.00
|
$66,500.00
|
$42,000.00
|
$24,500.00
|
|
Allan
C. Lichtenberg
|
40,000
|
0.34%
|
0.57%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$184,000.00
|
$117,500.00
|
$66,500.00
|
$42,000.00
|
$24,500.00
|
|
SPI
Dallas Investments, LP
|
80,000
|
0.68%
|
1.13%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$368,000.00
|
$235,000.00
|
$133,000.00
|
$84,000.00
|
$49,000.00
|
|
Hua-Mei
21st Century Partners
|
160,000
|
1.36%
|
2.27%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$736,000.00
|
$470,000.00
|
$266,000.00
|
$168,000.00
|
$98,000.00
|
|
Guerilla
Partners
|
80,000
|
0.68%
|
1.13%
|
08/21/09
|
Purchase
in Private Placement
|
Passive
Investor
|
None
|
$368,000.00
|
$235,000.00
|
$133,000.00
|
$84,000.00
|
$49,000.00
|
|
(1)
To our knowledge.
|
|
(2)
Assumes $2.50 per Unit, and Receipt of $3.00 or $3.75 exercise price per
share underlying warrants, as applicable
|
|
(3)
Assuming Value at Per Share Price Shown As Per Date
Above.
|
| CHINANET ONLINE HOLDINGS, INC. |
Offering
=
11,807,776
shares
|
Outstanding
shares held by
non
affiliates
= 7,060,280
|
11/06/09
last trade price = $4.60
|
|||||||
| Holders of Common Stock | ||||||||||
|
Name
of Selling Shareholder
|
Securities
in Offering
|
% of
Offering
|
% of
Oustanding Held by
Non-Affiliates |
Date
Securities Received
|
Manner
Securities Received
|
Relationship
with Company
|
Relationship
w/other Selling
Shareholder(s) (1) |
Value
of Shares Registered (2)
|
Proceeds
from Shares Registered
|
Value
of Shares Registered Relative to Proceeds
(3) |
|
Kathy
Donahoe
|
5,000
|
0.04%
|
0.07%
|
12/31/08
|
Consideration
for Services
|
Service
Provider
|
None
|
$23,000.00
|
$0.00
|
$23,000.00
|
|
Charles
Driscoll
|
10,000
|
0.08%
|
0.14%
|
11/14/08
|
Private
Placement
|
Passive
Investor
|
None
|
$46,000.00
|
$0.00
|
$46,000.00
|
|
Charles
Herlocher
|
2,500
|
0.02%
|
0.04%
|
01/30/09
|
Private
Resale from Stockholder
|
Passive
Investor
|
None
|
$11,500.00
|
$0.00
|
$11,500.00
|
|
Michael
Goode
|
2,000
|
0.02%
|
0.03%
|
01/30/09
|
Private
Resale from Stockholder
|
Passive
Investor
|
None
|
$9,200.00
|
$0.00
|
$9,200.00
|
|
Charles
Smith
|
5,000
|
0.04%
|
0.07%
|
01/30/09
|
Consideration
for Services
|
Service
Provider
|
Relative
of Charles W. Smith and Mark Smith
|
$23,000.00
|
$0.00
|
$23,000.00
|
|
Charles
W. Smith
|
2,000
|
0.02%
|
0.03%
|
12/30/08
|
Consideration
for Services
|
Service
Provider
|
Relative
of Charles Smith and Mark Smith
|
$9,200.00
|
$0.00
|
$9,200.00
|
|
Mark
Smith
|
10,000
|
0.08%
|
0.14%
|
07/05/08
|
Consideration
for Services
|
Service
Provider
|
Relative
of Charles W. Smith and Charles Smith
|
$46,000.00
|
$0.00
|
$46,000.00
|
|
TriPoint
Capital Advisors ("TCA")
|
200,000
|
1.69%
|
2.83%
|
06/26/09
|
Consideration
for Services
|
Financial
Advisor
|
Affiliate
of Tripoint Global Equities, LLC
|
$920,000.00
|
$0.00
|
$920,000.00
|
|
Stephen
S. Taylor
|
100,000
|
0.85%
|
1.42%
|
10/10/09
|
Private
Resale from Stockholder
|
Passive
Investor
|
Portfolio
Manager of Taylor International Fund, Ltd.
|
$460,000.00
|
$0.00
|
$460,000.00
|
|
G.
Edward Hancock
|
30,000
|
0.25%
|
0.42%
|
04/11/06
|
Consideration
for Assets Sold
|
President,
Director and Principal Shareholder of Predecessor
|
None
|
$138,000.00
|
$0.00
|
$138,000.00
|
|
J
and M Group, LLC
|
55,000
|
0.47%
|
0.78%
|
08/21/09
|
Consideration
for Services
|
Investor
Relations Firm
|
None
|
$253,000.00
|
$0.00
|
$253,000.00
|
|
Richever
Limited
|
300,000
|
2.54%
|
4.25%
|
06/26/09
|
Consideration
for Services
|
Affiliate
of PRC Law Firm
|
None
|
$1,380,000.00
|
$0.00
|
$1,380,000.00
|
|
Star
(China) Holdings Limited
|
426,360
|
3.61%
|
6.04%
|
06/26/09
|
Received
as per Share Exchange
|
Passive
Investor; Owned by Director of Company
|
None
|
$1,961,256.00
|
$0.00
|
$1,961,256.00
|
|
Surplus
Elegant Investment Limited
|
626,360
|
5.30%
|
8.87%
|
06/26/09
|
Received
as per Share Exchange
|
Passive
Investor
|
Same
100% holder as Allglad
|
$2,881,256.00
|
$0.00
|
$2,881,256.00
|
|
Growgain
Limited
|
213,180
|
1.81%
|
3.02%
|
06/26/09
|
Received
as per Share Exchange
|
Passive
Investor
|
None
|
$980,628.00
|
$0.00
|
$980,628.00
|
|
Allglad
Limited
|
426,360
|
3.61%
|
6.04%
|
06/26/09
|
Received
as per Share Exchange
|
Passive
Investor
|
Same
100% holder as Surplus
|
$1,961,256.00
|
$0.00
|
$1,961,256.00
|
|
Clear
Jolly Holdings Limited
|
426,360
|
3.61%
|
6.04%
|
06/26/09
|
Received
as per Share Exchange
|
Passive
Investor
|
None
|
$1,961,256.00
|
$0.00
|
$1,961,256.00
|
|
Michael
Jordan
|
45,000
|
0.38%
|
0.64%
|
09/17/09
|
Private
Resale from Stockholder
|
Passive
Investor
|
None
|
$207,000.00
|
$0.00
|
$207,000.00
|
|
Matthew
Hayden
|
75,000
|
0.64%
|
1.06%
|
09/17/09
|
Private
Resale from Stockholder
|
Principal
with Investor Relations Firm
|
None
|
$345,000.00
|
$0.00
|
$345,000.00
|
|
Chesapeake
Group
|
65,000
|
0.55%
|
0.92%
|
09/18/09
|
Consideration
for Services
|
Investor
Relations Firm
|
None
|
$299,000.00
|
$0.00
|
$299,000.00
|
|
(1)
To our knowledge.
|
|
(2)
Assuming Value at Per Share Price Shown As Per Date
Above.
|
| CHINANET ONLINE HOLDINGS, INC. | Offering
=
11,807,776
shares
|
Outstanding
shares held by
non
affiliates
= 7,060,280
|
11/06/09 last trade price = $4.60 | |||||||
| Holders of Placement Agent Warrants | ||||||||||
|
Name
of Selling Shareholder
|
Securities
in Offering
|
% of
Offering
|
% of
Oustanding Held by
Non-Affiliates |
Date
Securities Received
|
Manner
Securities Received
|
Relationship
with Company
|
Relationship
w/other Selling
Shareholder(s) (1) |
Value
of Shares Registered (2)
|
Proceeds
from Shares Registered (3)
|
Value
of Shares Registered Relative to Proceeds
(3) |
|
TriPoint
Global Equities, LLC ("TGE")
|
440,335
|
3.73%
|
6.24%
|
08/21/09
|
Consideration
for Services
|
Placement
Agent
|
Affiliate
of Tripoint Capital Advisors
|
$2,025,541.00
|
$1,293,484.06
|
$732,056.94
|
|
John
Finley
|
47,741
|
0.40%
|
0.68%
|
08/21/09
|
Consideration
for Services
|
Registered
Person Associated with TGE
|
Registered
Person Associated with TGE
|
$219,608.60
|
$140,239.19
|
$79,369.41
|
|
Brian
Corbman
|
768
|
0.01%
|
0.01%
|
08/21/09
|
Consideration
for Services
|
Registered
Person Associated with TGE
|
Registered
Person Associated with TGE
|
$3,532.80
|
$2,256.00
|
$1,276.80
|
|
Patrick
Gaynes
|
1,612
|
0.01%
|
0.02%
|
08/21/09
|
Consideration
for Services
|
Registered
Person Associated with TGE
|
Registered
Person Associated with TGE
|
$7,415.20
|
$4,735.25
|
$2,679.95
|
|
Jason
Stein
|
4,937
|
0.04%
|
0.07%
|
08/21/09
|
Consideration
for Services
|
Registered
Person Associated with TGE
|
Registered
Person Associated with TGE
|
$22,710.20
|
$14,502.44
|
$8,207.76
|
|
Michael
Graichen
|
4,721
|
0.04%
|
0.07%
|
08/21/09
|
Consideration
for Services
|
Registered
Person Associated with TGE
|
Registered
Person Associated with TGE
|
$21,716.60
|
$13,867.94
|
$7,848.66
|
|
Andrew
Kramer
|
34,277
|
0.29%
|
0.49%
|
08/21/09
|
Consideration
for Services
|
Registered
Person Associated with TGE
|
Registered
Person Associated with TGE
|
$157,674.20
|
$100,688.69
|
$56,985.51
|
|
Nicole
Wang
|
8,572
|
0.07%
|
0.12%
|
08/21/09
|
Consideration
for Services
|
Registered
Person Associated with TGE
|
Registered
Person Associated with TGE
|
$39,431.20
|
$25,180.25
|
$14,250.95
|
|
Brett
Sherman
|
2,968
|
0.03%
|
0.04%
|
08/21/09
|
Consideration
for Services
|
Registered
Person Associated with TGE
|
Registered
Person Associated with TGE
|
$13,652.80
|
$8,718.50
|
$4,934.30
|
|
Kirk
Birkenfeld
|
7,392
|
0.06%
|
0.10%
|
08/21/09
|
Consideration
for Services
|
Registered
Person Associated with TGE
|
Registered
Person Associated with TGE
|
$34,003.20
|
$21,714.00
|
$12,289.20
|
|
Hebe
Xu
|
5,173
|
0.04%
|
0.07%
|
08/21/09
|
Consideration
for Services
|
Registered
Person Associated with TGE
|
Registered
Person Associated with TGE
|
$23,795.80
|
$15,195.69
|
$8,600.11
|
|
Chatsworth
Securities, LLC
|
18,838
|
0.16%
|
0.27%
|
08/21/09
|
Consideration
for Services
|
Sub-Placement
Agent to TGE
|
Sub-Placement
Agent to TGE
|
$86,654.80
|
$55,336.63
|
$31,318.18
|
|
Michael
S. Dimeo
|
24,608
|
0.21%
|
0.35%
|
08/21/09
|
Consideration
for Services
|
Associated
Person of Sub-Placement Agent to TGE
|
Associated
Person of Sub-Placement Agent to TGE
|
$113,196.80
|
$72,286.00
|
$40,910.80
|
|
Syndicated
Capital, Inc.
|
6,152
|
0.05%
|
0.09%
|
08/21/09
|
Consideration
for Services
|
Sub-Placement
Agent to TGE
|
Sub-Placement
Agent to TGE
|
$28,299.20
|
$18,071.50
|
$10,227.70
|
|
Swatick
Majumdar
|
25,500
|
0.22%
|
0.36%
|
08/21/09
|
Consideration
for Services
|
Associated
Person of Sub-Placement Agent to TGE
|
Associated
Person of Sub-Placement Agent to TGE
|
$79,925.00
|
$74,906.25
|
$5,018.75
|
|
James
Welch
|
17,375
|
0.15%
|
0.25%
|
08/21/09
|
Consideration
for Services
|
Associated
Person of Sub-Placement Agent to TGE
|
Associated
Person of Sub-Placement Agent to TGE
|
$79,925.00
|
$51,039.06
|
$28,885.94
|
|
Ralph
DiFiore
|
4,972
|
0.04%
|
0.07%
|
08/21/09
|
Consideration
for Services
|
Associated
Person of Sub-Placement Agent to TGE
|
Associated
Person of Sub-Placement Agent to TGE
|
$22,871.20
|
$14,605.25
|
$8,265.95
|
|
Joel
Matcovsky
|
3,315
|
0.03%
|
0.05%
|
08/21/09
|
Consideration
for Services
|
Associated
Person of Sub-Placement Agent to TGE
|
Associated
Person of Sub-Placement Agent to TGE
|
$15,249.00
|
$9,737.81
|
$5,511.19
|
|
(1)
To our knowledge.
|
|
(2)
Assumes Receipt of $2.50, $3.00 or $3.75 exercise price per share
underlying warrants, as applicable
|
|
(3)
Assuming Value at Per Share Price Shown As Per Date
Above.
|