UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________

FORM 8-K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported):  April 16, 2012
 
CHINANET ONLINE HOLDINGS, INC.
 
(Exact Name of Registrant as Specified in Charter)

 
Nevada	 
000-52672	 
20-4672080	
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)	

No.3 Min Zhuang Road, Building 6,
Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC 100195	
(Address of Principal Executive Offices and Zip Code)	

Registrant’s telephone number, including area code: 011-86-51600828

____________________________________
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
       [  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
       [  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
       [  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
       [  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
Item 2.02. Results of Operations and Financial Condition.

On April 16, 2012, ChinaNet Online Holdings, Inc., a Nevada corporation (the “Company”), issued a press release containing certain financial results for its fourth fiscal quarter and fiscal year 2011.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

As provided in General Instruction B.2 of SEC Form 8-K, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.
 
Item 8.01. Other Events.
 
Attached is a slideshow presentation presented by the Company at meetings with various investors, which includes information about the Company’s business and financial information, which the Registrant has made available.
 
Item 9.01. Financial Statements and Exhibits.
 
(d)           Exhibits:
 
No.	Description	
99.1	Press Release dated April 16, 2012	
99.2	Corporate Presentation	

 

 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated:  April 16, 2012	CHINANET ONLINE HOLDINGS, INC.	
 
 	By:	/s/ Handong Cheng	 	

 	Name: Handong Cheng	

 	Title:   Chief Executive Officer	

 

 
 
Exhibit Index
No.	Description	
99.1	Press Release dated Apirl 16, 2012	
99.2	Corporate Presentation	

 

 

EXHIBIT 99.1
 
ChinaNet Online Holdings Reports Fourth Quarter and Full Year 2011 Earnings

· 	$28.7 million FY 2011 revenues slightly exceeded revised guidance of $26.5 to $28.5 million	
 
· 	Initiated BMSCB services with a total of 63 customers	

BEIJING, April 16, 2012 -- ChinaNet Online Holdings, Inc. ("ChinaNet" or the “Company”), (Nasdaq: CNET), a leading B2B (business to business) Internet technology company providing online-to-offline ("O2O") sales channel expansion service for small and medium-sized enterprises (SMEs) and entrepreneurial management and networking services for entrepreneurs in the People's Republic of China, today announced financial results for the fourth quarter and full year 2011.

Summary Financials
 
Fourth Quarter 2011 Results (USD) (Unaudited)	
 	
 	Q4 2011	Q4 2010	CHANGE	
Sales	$6.2 million	$10.4 million	-40%	
Gross Profit	$3.0 million	$7.2 million	-58%	
Gross Margin	49.0%	69.5%	-29%	
Net Income Attributable to Common Stockholders	-$3.9 million	$4.5 million	-187%	
Adjusted Net Income Attributable to Common Stockholders	-$1.8 million(1)	$4.5 million	-139%	
EPS (Diluted)	-$0.19	$0.23	-184%	
Adjusted EPS (Diluted)	-$0.08(1)	$0.23	-138%	
 	
(1) Non-GAAP adjusted net income attributable to common shareholders and EPS excludes: (1) a $0.7 million non-cash gain on deconsolidation of a subsidiary and $0.2 million of the related deferred income tax expenses; (2) a $0.1 million non-cash charge of the changes in fair value of the contingent consideration receivables related to make good provisions upon acquisition of VIEs; and (3) a $2.6 million non-cash stock compensation expense recognized for restricted stock and options issued to management, directors and employees in the three month period ended December 31, 2011.
 
Fourth Quarter 2011 Financial Results
 
Revenues for the fourth quarter of 2011 decreased by 40% to $6.2 million from $10.4 million in the fourth quarter of 2010 due to a significant reduction in advertising spending by our existing customers.  We believe that the decrease in such spending is due to a lack of available credit. Revenue from internet advertising and marketing decreased by 60% to $3.5 million, as compared to the fourth quarter of 2010 due to decreased spending from the majority of both traditional and branded customers. Sales from brand management and sales channel building services increased $0.4 million to $0.9 million in the fourth quarter of 2011, representing 14% of total revenues in that period.
 
"Our results during the year were significantly affected by the overall downturn in the SME sector," explained Mr. Handong Cheng, Chairman and CEO of the Company. "Credit was significantly constrained for most of the year, which hit our core small business customers the hardest. We took aggressive measures, which included the launch of new portals such as liansuo.com and chuangye.com to counter these trends. While we believe these investments will add new sources of high margin sales over the next several years, it will take time for these businesses to become a meaningful contributor to our overall performance."
 
Total cost of sales for the fourth quarter of 2011 was $3.2 million, essentially unchanged from the same period a year ago. Gross profit was $3.0 million for the fourth quarter of 2011, representing gross margin of 49.0%, compared to $7.2 million of gross profit and gross margin of 69.5% in the fourth quarter of 2010. The year-over-year decline was a result of significantly lower sales from internet advertising and marketing segment, which contributes higher than average margins.
 
Operating expenses for the three months ended December 31, 2011 were approximately $7.5 million, up 193% from $2.6 million in the comparable period in 2010. General and administrative expenses increased $4.1 million to $5.2 million due to the inclusion of non-cash stock compensation expenses, bad debt provisions and expenses from newly-formed businesses. Research and development expenses increased by 240% year-over-year to $1.0 million, as the Company continued to invest aggressively in technology and new product development and inclusion of non-cash stock compensation expenses.
 
The Company had an operating loss of $4.5 million in the fourth quarter of 2011 compared to $4.7 million operating income in the fourth quarter of 2010. Excluding the $2.6 million of non-cash stock compensation expenses, operating losses for the three months ended December 31, 2011 was approximately $1.9 million.
 
GAAP net loss attributable to common stockholders for the fourth quarter of 2011 was $3.9 million and loss per share was $0.19 compared to $4.5 million net income attributable to common stockholders and $0.23 earnings per share in the fourth quarter of 2010, respectively. Non-GAAP adjusted net loss attributable to common stockholders and loss per share for the fourth quarter of 2011 were $1.8 million and $0.08, respectively.
 
Full Year 2011 Results (USD)	
 	
 	FY 2011	FY 2010	CHANGE	
Sales	$28.7 million	$41.6 million	-31%	
Gross Profit	$16.7 million	$22.6 million	-26%	
Gross Margin	58.1%	54.4%	+7%	
Net Income Attributable to Common Stockholders	$2.6 million	$15.8 million	-84%	
Adjusted Net Income Attributable to Common Stockholders	$4.5 million(1)	$13.9 million(2)	-67%	
EPS (Diluted)	$0.14	$0.79	-82%	
Adjusted EPS (Diluted)	$0.24(1)	$0.70(2)	-66%	
 	
(1) Non-GAAP adjusted net income attributable to common shareholders and EPS excludes: (1) a $0.9 million non-cash gain on deconsolidation of subsidiaries and $0.2 million of the related deferred income tax expenses; (2) a $0.1 million non-cash charge of the changes in fair value of the contingent consideration receivables related to make good provisions upon acquisition of VIEs; and (3) a $2.6 million non-cash stock compensation expense recognized for restricted stock and options issued to management, directors and employees in the twelve month period ended December 31, 2011.
 
(2) Non-GAAP adjusted net income attributable to common shareholders and EPS excludes a $1.9 million non-cash gain related to changes in fair value of warrants for the twelve month period ended December 31, 2010.	
 
Revenues for the year ended December 31, 2011 decreased by 31% to $28.7 million compared to the same period in 2010. Revenue from the internet advertising and marketing decreased by 30% year-over-year to $20.0 million, representing 70% of total sales, while TV advertisement revenues decreased by 48% to $6.4 million, representing 22% of total sales. Beginning in the second quarter of 2011, internet advertising clients reduced their spending on value-added services while maintaining their basic advertising services, which resulted in an approximately 30% decline in average revenue per client.
 
FY 2011 Revenue Breakdown by Business Unit (USD in thousands)
 
 	FY 2011	%	FY 2010	%	% Change	
Internet Advertisement	$19,981	70%	$28,563	69%	-30%	
TV Advertisement	$6,434	22%	$12,493	30%	-48%	
Bank Kiosk	$487	2%	$531	1%	-8%	
Brand Mgmt. & Sales Channel Expansion	$1,829	6%	--	--	--	
 
Total cost of sales for the year ended December 31, 2011 was $12 million compared to $19 million for the same period in 2010. Gross profit for the year ended December 31, 2011 was $16.7 million, representing gross margin of 58.1%, compared to $22.6 million in gross profit and gross margin of 54.4% for the same period in 2010. Internet advertisement and TV advertisement generated gross margins of 69% and 19% for the year ended December 31, 2011 compared to 76% and 4% in the same period a year ago, respectively.
 
Operating expenses for the year ended December 31, 2011 increased by 74% to $13.5 million. General and administrative expenses increased by $4.4 million from 2010 to $7.9 million due to increased salary and other administrative expenses related to new business units, non-cash stock compensation expenses and a $2.6 million bad debt provisions. Research and development expenses grew by 135% year-over-year to $2.1 million.
 
Operating income for the year ended December 31, 2011 decreased by 79% from the prior year to $3.2 million. Operating margins were 11.0% compared to 35.7% in the period a year ago.
 
GAAP net income attributable to common stockholders for the year ended December 31, 2011 was $2.6 million. Non-GAAP adjusted net income attributable to common shareholders was $4.5 million and $13.9 million for the years ended December 31, 2011 and 2010, respectively. Non-GAAP adjusted diluted earnings per share was $0.24 for the year ended December 31, 2011 compared to $0.70 in the same period in 2010, based on 20.4 million and 20.9 million issued and outstanding shares, respectively.
 
Balance Sheet and Cash Flow
 
The Company had $10.7 million in cash and cash equivalents as of December 31, 2011, compared to $15.6 million as of December 31, 2010, working capital of $27.0 million, compared to $26.6 million as of December 31, 2010, and a current ratio of 4.5 to 1 compared 5.3 to 1 as of December 31, 2010.
 
The Company had cash outflow from operations of $0.6 million for the year ended December 31, 2011 due primarily to prepayments for advertising resources that will be sold in 2012. ChinaNet spent approximately $9.7 million on acquisitions and received an aggregate of approximately $8.9 million in cash for the sale of its 49% equity interest in Beijing Yang Guang and for the collection of working capital loans made to Beijing Yang Guang. Total shareholders’ equity of ChinaNet was $41.7 million at December 31, 2011 compared to $35.8 million at December 31, 2010.
 
Business Updates
 
Due to restrictive bank lending and monetary policies impacting available credit for new and existing SME’s in China, management is focusing on several new growth initiatives to help offset short-term challenges on 28.com. These include:
 
· 	Launching an English-language, full-service portal dedicated to serving U.S. and international franchises looking to expand into China:  www.expand2china.com . ChinaNet will leverage its strong relationships with thousands of SMEs, entrepreneurs, and regulators and industry-leading technology tools and services to help international franchises expand into China. Since its initial debut in September in West Coast Franchise Expo in Los Angeles, CA, ChinaNet has engaged in preliminary discussions with five prospective clients in the U.S.	
 
· 	Signing 15 clients for the Company’s sales channel promotion and sales channel building services, approximately one year after its initial expansion into Taiwan. The Company continues to allocate additional sales and marketing resources to further penetrate this high-growth market.	
 
· 	Leveraging the Company’s existing portfolio of technologies and services through its management tool platform, Flying Cloud ( www.feitengyun.com ), to accelerate the adoption of cloud-computing based services among franchisees and franchisors. The website, launched at the end of 2011, currently has 60 SMEs on beta trials. Additional features are being developed and a commercial launch is scheduled to occur by the end of May 2012.	
 
· 	Launching a reality show for entrepreneurs. Based on the same premise as the hit TV game show “Shark Tank” in the U.S., each episode of this show will feature eight prominent or rising enterprises, such as Peak, Fornet and Rongchan, who will evaluate the potential success of 5 finalist entrepreneurs who will be selected from an initial group of hundreds of entrepreneurs. The winner will receive sponsorship from the participating enterprises to start and operate his/her own business.	
 
· 	Opening ChinaNet’s first franchise expo centre in Beijing for small to medium sized business owners to showcase their franchise ideas to prospective business partners. The center, which is approximately 17,000 square feet, opened at the end of 2011 and provides shared space for franchise owners to conduct exhibitions, training, meetings and other business activities in a professional setting in exchange for a monthly fee. Management expects to attract new franchisees and entrepreneurs for its online marketing and brand management services over time while generating incremental fees from monthly service fees.	
 
Conference Call
 
The conference call will take place at 8:30 am ET on Monday, April 16, 2012. Interested participants should call 1 877-317-6776 when calling within the United States or +1 412-317-6776 when calling internationally. When prompted on dial-in, ask for "ChinaNet Online Holdings".
 
A playback will be available through April 26, 2012. To listen, please call +1-877-344-7529 within the United States or +1-412-317-0088 if calling internationally. Utilize the pass code 10012680 for the replay.
 
This call is being webcast by MZ Technologies and can be accessed by clicking on the following link: http://webcast.mz-ir.com/publico.aspx?codplataforma=3683 .
 
About ChinaNet Online Holdings, Inc.
 
The Company, a parent company of ChinaNet Online Media Group Ltd., incorporated in the BVI ("ChinaNet"), a leading business to business Internet technology company focusing on providing online-to-offline sales channel expansion service for small and medium-sized enterprises and entrepreneurial management and networking service for entrepreneurs in China. Founded in 2003 and based in Beijing, PRC, the Company's services include its 28.com portal to connect SME franchisors with new franchisees, Internet advertising and marketing with other value-added communication channels, brand management & sales channel solutions, and cloud-computing based management tools, to be officially commercialized in 2012. Website: http://www.chinanet-online.com .
 
About Non-GAAP Financial Measures
 
To supplement the audited consolidated statement of income and comprehensive income presented in accordance with GAAP, we are also providing non-GAAP measures of income from operations, income before income tax expenses, net income, net income attributable to us, net income attributable to our common stockholders and basic and diluted earnings per share for the year ended December 31, 2011 and 2010, which are adjusted from results based on GAAP to exclude the non-cash gain and expenses recorded, which related to the gain on deconsolidation of subsidiaries, the related deferred income tax expenses, changes in fair value of contingent consideration receivables related to the “make-good” provisions upon acquisition of VIEs, and non-cash share-based compensation expenses recognized for the restricted stock and common stock purchase options issued to our management, directors and employees on November 30, 2011 for the year ended December 31, 2011, and the non-cash gain recorded for the fair value changes of the warrants we issued in our August 2009 financing for the year ended December 31, 2010. The non-GAAP financial measures are provided to enhance the investors' overall understanding of our current performance in on-going core operations as well as prospects for the future. These measures should be considered in addition to results prepared and presented in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. We use both GAAP and non-GAAP information in evaluating our operating business results internally and therefore deemed it important to provide all of this information to investors.
 
The following table presents reconciliations of our non-GAAP financial measures to the audited consolidated statements of income and comprehensive income for the years ended December 31, 2011 and 2010 (all amounts, except number of shares and per share data, are presented in thousands of US dollars):
 
 	 	Year Ended December 31,	 	
 	 	2011	 	 	2010	 	
 	 	GAAP	 	 	NON GAAP	 	 	GAAP	 	 	NONGAAP	 	
 	 	US$	 	 	US$	 	 	US$	 	 	US$	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross Profit	 	$	16,704	 	 	$	16,704	 	 	$	22,617	 	 	$	22,617	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
   Selling expenses	 	 	3,506	 	 	 	2,827	 	 	 	3,403	 	 	 	3,403	 	
   General and administrative expenses	 	 	7,904	 	 	 	6,647	 	 	 	3,460	 	 	 	3,460	 	
  Research and development expenses	 	 	2,132	 	 	 	1,461	 	 	 	907	 	 	 	907	 	
 	 	 	13,542	 	 	 	 	 	 	 	7,770	 	 	 	7,770	 	
 	 	 	 	 	 	 	10,935	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from operations	 	$	3,162	 	 	 	 	 	 	$	14,847	 	 	 	14,847	 	
Adjusted income from operations	 	 	 	 	 	$	5,769	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other income (expenses):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Changes in fair value of warrants	 	 	-	 	 	 	-	 	 	 	1,861	 	 	 	-	 	
Changes in fair value of contingent consideration receivables	 	 	(70	)	 	 	-	 	 	 	-	 	 	 	-	 	
Interest income	 	 	13	 	 	 	13	 	 	 	13	 	 	 	13	 	
Gain on deconsolidation of subsidiaries	 	 	925	 	 	 	-	 	 	 	-	 	 	 	-	 	
Other income	 	 	5	 	 	 	5	 	 	 	6	 	 	 	6	 	
 	 	 	873	 	 	 	 	 	 	 	1,880	 	 	 	 	 	
 	 	 	 	 	 	 	18	 	 	 	 	 	 	 	19	 	
Income before income tax expense, equity method investments and noncontrolling interests	 	 	4,035	 	 	 	 	 	 	 	16,727	 	 	 	 	 	
Adjusted income before income tax expense, equity method investments and noncontrolling interests	 	 	 	 	 	 	5,787	 	 	 	 	 	 	 	14,866	 	
Income tax expense	 	 	1,035	 	 	 	827	 	 	 	352	 	 	 	352	 	
Income before equity method investments and noncontrolling interests	 	 	3,000	 	 	 	 	 	 	 	16,375	 	 	 	 	 	
Adjusted income before equity method investments and noncontrolling interests	 	 	 	 	 	 	4,960	 	 	 	 	 	 	 	14,514	 	
Share of losses in equity investment affiliates	 	 	(219	)	 	 	(219	)	 	 	-	 	 	 	-	 	
Net income	 	 	2,781	 	 	 	 	 	 	 	16,375	 	 	 	 	 	
Adjusted net income	 	 	 	 	 	 	4,741	 	 	 	 	 	 	 	14,514	 	
Net loss attributable to noncontrolling interest	 	 	214	 	 	 	214	 	 	 	214	 	 	 	214	 	
Net income attributable to ChinaNet Online Holdings, Inc.	 	 	2,995	 	 	 	 	 	 	 	16,589	 	 	 	 	 	
Adjusted net income attributable to ChinaNet Online Holdings, Inc.	 	 	 	 	 	 	4,955	 	 	 	 	 	 	 	14,728	 	
Dividend for series A convertible preferred stock	 	 	(407	)	 	 	(407	)	 	 	(794	)	 	 	(794	)	
Net income attributable to common shareholders of ChinaNet Online	 	$	2,588	 	 	 	 	 	 	$	15,795	 	 	 	 	 	
Adjusted net income attributable to common shareholders of ChinaNet Online	 	 	 	 	 	$	4,548	 	 	 	 	 	 	$	13,934	 	

Earnings per common share-Basic	 	$	0.14	 	 	 	 	 	 	$	0.94	 	 	 	 	 	
Adjusted earnings per common share-Basic	 	 	 	 	 	$	0.25	 	 	 	 	 	 	$	0.83	 	
 	 	$	0.14	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings per common share-Diluted	 	 	 	 	 	 	 	 	 	$	0.79	 	 	 	 	 	
Adjusted earnings per common share-Diluted	 	 	 	 	 	$	0.24	 	 	 	 	 	 	$	0.70	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average number of common shares   outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	 	18,545,609	 	 	 	18,545,609	 	 	 	16,778,176	 	 	 	16,778,176	 	
Diluted	 	 	18,759,240	(1)	 	 	20,384,766	(2)	 	 	20,896,061	 	 	 	20,896,061	 	
 
(1)  	For the year ended December 31, 2011, the effect of the 1,625,526 incremental shares resulted from assumed conversion of the convertible preferred stock was not included, because its effect was anti-dilutive under GAAP measures.	
 
(2)  	For the year ended December 31, 2011, the effect of the 1,625,526 incremental shares resulted from assumed conversion of the convertible preferred stock was included, because the effect was dilutive for not including the non-cash gain and expenses related to the non-recurring transactions incurred under NON-GAAP measures.	
 
 Safe Harbor
 
This release contains certain "forward-looking statements" relating to the business of ChinaNet Online Holdings, Inc., which can be identified by the use of forward-looking terminology such as "believes," "expects," "anticipates," "estimates" or similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, including business uncertainties relating to government regulation of our industry, market demand, reliance on key personnel, future capital requirements, competition in general and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are or will be described in greater detail in our filings with the Securities and Exchange Commission. These forward-looking statements are based on ChinaNet's current expectations and beliefs concerning future developments and their potential effects on the company. There can be no assurance that future developments affecting ChinaNet will be those anticipated by ChinaNet. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. ChinaNet undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
 
Contact:
 
Ted Haberfield, President
MZ North America, IR
MZ Group
Direct:                      +1-760-755-2716
Email:           thaberfield@mzgroup.us

-- FINANCIAL TABLES --

CHINANET ONLINE HOLDINGS, INC.	 	
CONSOLIDATED BALANCE SHEETS	 	
(In thousands)	 	

 	 	December 31,	 	December 31,	 	
 	 	2011	 	 	2010	 	
 	 	(US $'000)	 	 	(US $'000)	 	
Assets	 	 	 	 	 	 	
Current assets:	 	 	 	 	
  Cash and cash equivalents	 	$	10,695	 	 	$	15,590	 	
  Accounts receivable, net	 	 	4,444	 	 	 	4,319	 	
  Other receivables	 	 	3,631	 	 	 	7,811	 	
  Prepayment and deposits to suppliers	 	 	15,360	 	 	 	3,325	 	
  Due from related parties	 	 	324	 	 	 	185	 	
  Deposit for acquisitions	 	 	-	 	 	 	1,512	 	
  Contingent consideration receivables	 	 	159	 	 	 	-	 	
  Other current assets	 	 	129	 	 	 	31	 	
Total current assets	 	 	34,742	 	 	 	32,773	 	
 	 	 	 	 	 	 	 	 	
Investment in and advance to equity investment affiliates	 	 	1,396	 	 	 	7,162	 	
Property and equipment, net	 	 	1,902	 	 	 	2,010	 	
Intangible assets, net	 	 	8,151	 	 	 	51	 	
Goodwill	 	 	10,999	 	 	 	-	 	
Deferred tax assets-non current	 	 	92	 	 	 	-	 	
 	 	$	57,282	 	 	$	41,996	 	
 	 	 	 	 	 	 	 	 	
Liabilities and Stockholders’ Equity	 	
Current liabilities:	 	 	 	 	 	
  Accounts payable	 	$	268	 	 	$	174	 	
  Advances from customers	 	 	724	 	 	 	2,120	 	
  Accrued payroll and other accruals	 	 	616	 	 	 	470	 	
  Due to equity investment affiliate	 	 	220	 	 	 	-	 	
  Due to related parties	 	 	161	 	 	 	291	 	
  Due to Control Group	 	 	-	 	 	 	81	 	
  Due to director	 	 	-	 	 	 	559	 	
  Payable for acquisition	 	 	550	 	 	 	-	 	
  Taxes payable	 	 	5,040	 	 	 	2,193	 	
  Other payables	 	 	114	 	 	 	10	 	
  Dividends payable	 	 	5	 	 	 	255	 	
Total current liabilities	 	 	7,698	 	 	 	6,153	 	

Deferred tax liability-non current	 	 	1,893	 	 	 	-	 	
Long-term borrowing from director	 	 	137	 	 	 	132	 	
 	 	 	9,728	 	 	 	6,285	 	

Commitments and contingencies	 	 	 	 	
 	 	 	 	 	 	 	
Stockholders’ equity:	 	 	 	 	
Series A convertible preferred stock (US$0.001 par value; authorized 8,000,000 shares; issued and outstanding Nil and 2,877,600 shares at December 31, 2011 and 2010, respectively; aggregate liquidation preference amount: $5 and $7,449, including accrued but unpaid dividends of $5 and $255, at December 31, 2011 and 2010, respectively.	 	 	-	 	 	 	3	 	
Common stock (US$0.001 par value; authorized 50,000,000 shares; issued and outstanding 22,146,540 shares and 17,102,320 shares at December 31, 2011 and 2010, respectively)	 	 	22	 	 	 	17	 	
  Additional paid-in capital	 	 	20,747	 	 	 	18,614	 	
  Statutory reserves	 	 	2,117	 	 	 	1,587	 	
  Retained earnings	 	 	16,688	 	 	 	14,630	 	
  Accumulated other comprehensive income	 	 	2,132	 	 	 	930	 	
Total ChinaNet’s Online Holdings, Inc.’s stockholders’ equity	 	 	41,706	 	 	 	35,781	 	
  Noncontrolling interest	 	 	5,848	 	 	 	(70	)	
Total stockholders’ equity	 	 	47,554	 	 	 	35,711	 	
 	 	$	57,282	 	 	$	41,996	 	

CHINANET ONLINE HOLDINGS, INC.	 	
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME	 	
(In thousands, except for number of shares and per share data)	 	

 	 	Years Ended December 31,	
 	 	2011	 	 	2010	 	
 	 	(US $'000)	 	 	(US $'000)	 	
Sales	 	 	 	 	 	 	
    To unrelated parties	 	$	28,105	 	 	$	40,423	 	
    To related parties	 	 	626	 	 	 	1,164	 	
 	 	 	28,731	 	 	 	41,587	 	
Cost of sales	 	 	12,027	 	 	 	18,970	 	
Gross margin	 	 	16,704	 	 	 	22,617	 	
 	 	 	 	 	 	 	 	 	
Operating expenses	 	 	 	 	 	 	 	 	
   Selling expenses	 	 	3,506	 	 	 	3,403	 	
   General and administrative expenses	 	 	7,904	 	 	 	3,460	 	
   Research and development expenses	 	 	2,132	 	 	 	907	 	
 	 	 	13,542	 	 	 	7,770	 	
 	 	 	 	 	 	 	 	 	
Income from operations	 	 	3,162	 	 	 	14,847	 	
 	 	 	 	 	 	 	 	 	
Other income (expense):	 	 	 	 	 	
   Changes in fair value of warrants	 	 	-	 	 	 	1,861	 	
   Changes in fair value of contingent consideration receivables	 	 	(70	)	 	 	-	 	
   Interest income	 	 	13	 	 	 	13	 	
   Gain on deconsolidation of subsidiaries	 	 	925	 	 	 	-	 	
   Other income	 	 	5	 	 	 	6	 	
 	 	 	873	 	 	 	1,880	 	
 	 	 	 	 	 	 	 	 	
Income before income tax expense, equity method investments and   noncontrolling interests	 	 	4,035	 	 	 	16,727	 	
   Income tax expense	 	 	1,035	 	 	 	352	 	
Income before equity method investments and noncontrolling interests	 	 	3,000	 	 	 	16,375	 	
   Share of losses in equity investment affiliates	 	 	(219	)	 	 	-	 	
Net income	 	 	2,781	 	 	 	16,375	 	
   Net loss attributable to noncontrolling interests	 	 	214	 	 	 	214	 	
Net income attributable to ChinaNet Online Holdings, Inc.	 	 	2,995	 	 	 	16,589	 	
   Dividend of Series A convertible preferred stock	 	 	(407	)	 	 	(794	)	
Net income attributable to common shareholders of ChinaNet Online Holdings, Inc.	 	$	2,588	 	 	$	15,795	 	
 	 	 	 	 	 	 	 	 	
Earnings per share	 	 	 	 	 	 	 	 	
Earnings per common share	 	 	 	 	 	
Basic	 	$	0.14	 	 	$	0.94	 	
Diluted	 	$	0.14	 	 	$	0.79	 	
 	 	 	 	 	 	 	 	 	
Weighted average number of common shares outstanding:	 	 	 	 	 	
   Basic	 	 	18,545,609	 	 	 	16,778,176	 	
   Diluted	 	 	18,759,240	 	 	 	20,896,061	 	

Comprehensive Income	 	 	 	 	 	 	 	 	
   Net income	 	 	2,781	 	 	 	16,375	 	
   Foreign currency translation gain	 	 	1,254	 	 	 	813	 	
 	 	$	4,035	 	 	$	17,188	 	
Comprehensive Income	 	 	 	 	 	 	 	 	
   Comprehensive loss attributable to noncontrolling interest	 	 	(162	)	 	 	(214	)	
   Comprehensive income attributable to ChinaNet’s Online Holdings, Inc.	 	 	4,197	 	 	 	17,402	 	
 	 	$	4,035	 	 	$	17,188	 	

CHINANET ONLINE HOLDINGS, INC.	
CONSOLIDATED STATEMENTS OF CASH FLOWS	
(In thousands)	
 
 	 	Years Ended December 31,	 	
 	 	2011	 	 	2010	 	
 	 	(US $'000)	 	 	(US $'000)	 	

Cash flows from operating activities	 	 	 	 	 	 	
Net income	 	$	2,781	 	 	$	16,375	 	
Adjustments to reconcile net income to net cash provided by operating activities	 	 	 	 	 	 	 	 	
  Depreciation and amortization	 	 	1,012	 	 	 	465	 	
  Share-based compensation expenses	 	 	2,900	 	 	 	337	 	
  Changes in fair value of warrants	 	 	-	 	 	 	(1,861	)	
  Changes in fair value of contingent consideration receivables	 	 	70	 	 	 	-	 	
  Allowances for doubtful debts	 	 	2,583	 	 	 	-	 	
  Share of losses in  equity investment affiliates	 	 	219	 	 	 	-	 	
  Gain on deconsolidation of subsidiaries	 	 	(925	)	 	 	-	 	
  Gain on disposal of property and equipment	 	 	(3	)	 	 	-	 	
  Deferred taxes	 	 	27	 	 	 	-	 	
Changes in operating assets and liabilities	 	 	 	 	 	 	 	 	
  Accounts receivable	 	 	(2,100	)	 	 	(1,013	)	
  Other receivables	 	 	5,276	 	 	 	(4,961	)	
  Prepayments and deposits to suppliers	 	 	(11,247	)	 	 	905	 	
  Due from related parties	 	 	(130	)	 	 	315	 	
  Other current assets	 	 	(197	)	 	 	1	 	
  Accounts payable	 	 	27	 	 	 	(123	)	
  Advances from customers	 	 	(1,575	)	 	 	1,146	 	
  Accrued payroll and other accruals	 	 	166	 	 	 	271	 	
  Due to director	 	 	(559	)	 	 	559	 	
  Due to Control Group	 	 	(82	)	 	 	(1,073	)	
  Due to related parties	 	 	(139	)	 	 	112	 	
  Other payables	 	 	490	 	 	 	(17	)	
  Taxes payable	 	 	803	 	 	 	144	 	
Net cash provided by operating activities	 	 	(603	)	 	 	11,582	 	
 	 	 	 	 	 	 	 	 	
Cash flows from investing activities	 	 	 	 	 	 	 	 	
  Purchases of vehicles and office equipment	 	 	(741	)	 	 	(1,001	)	
  Purchases of intangible assets	 	 	(1,445	)	 	 	(60	)	
  Cash from acquisition of VIEs	 	 	330	 	 	 	148	 	
  Cash effect on deconsolidation of VIEs	 	 	(1,670	)	 	 	-	 	
  Long-term investment in and advance to equity investment affiliates	 	 	(1,712	)	 	 	(6,985	)	
  Payment for acquisition of VIEs	 	 	(9,731	)	 	 	(1,475	)	
  Disposal of investment in and loan repayment from equity investment affiliate	 	 	8,885	 	 	 	-	 	
Net cash used in investing activities	 	 	(6,084	)	 	 	(9,373	)	
 	 	 	 	 	 	 	 	 	
Cash flows from financing activities	 	 	 	 	 	 	 	 	
  Cash investment contributed by noncontrolling interest	 	 	378	 	 	 	145	 	
  Dividend paid to convertible preferred stockholders	 	 	(657	)	 	 	(912	)	
  Short-term loan borrowed from equity investment affiliate	 	 	216	 	 	 	-	 	
Capital contributions received in advance from new shareholders of Zhao Shang Ke Hubei before deconsolidation	 	 	1,545	 	 	 	-	 	
Net cash provided by financing activities	 	 	1,482	 	 	 	(767	)	
 	 	 	 	 	 	 	 	 	
Effect of exchange rate fluctuation on cash and cash equivalents	 	 	310	 	 	 	231	 	
 	 	 	 	 	 	 	 	 	
Net increase in cash and cash equivalents	 	 	(4,895	)	 	 	1,673	 	
  Cash and cash equivalents at beginning of year	 	 	15,590	 	 	 	13,917	 	
  Cash and cash equivalents at end of period	 	$	10,695	 	 	$	15,590	 	

EXHIBIT 99.2