ChinaNet Online Holdings, Inc. Annual Report 2009

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 or oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number 000-52672 CHINANET ONLINE HOLDINGS, INC.(Exact name of registrant as specified in its charter)Nevada 20-4672080(State or other jurisdiction of (I.R.S. Employer Identification No.)incorporation or organization) No.3 Min Zhuang Road, Building 6,Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC 100195(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: +86-10-51600828 Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassName of Exchange on whichRegistered$0.0001 Common StockNYSE Amex 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 ¨ No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 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 forthe past 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required tobe submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files). Yes ¨ No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and willnot 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 orany amendment to this Form 10-K. 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. Seedefinitions of “ large accelerated filer,” “ accelerated filer” and “ smaller reporting company” in Rule 12b-2 of the Exchange Act.Large accelerated filer ¨Accelerated filer ¨ Non-accelerated filer ¨Smaller reporting company x Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x The aggregate market value of the 2,593,040 shares of voting and non-voting common equity stock held by non-affiliates of the registrant was approximately$6,482,600 as of June 30, 2009, the last business day of the registrant’s most recently completed second fiscal quarter, based on the last sale price of theregistrant’s common stock on such date of $2.50 per share, as reported on the OTC Bulletin Board. The number of shares outstanding of the registrant’s common stock at $.0001 par value as of March 29, 2010 was 16,426,320. DOCUMENTS INCORPORATED BY REFERENCE None. CHINANET ONLINE HOLDINGS, INC.TABLE OF CONTENTS Annual Report on Form 10-K for the Year Ended December 31, 2009 PAGEPART I Item 1. Business 4Item 1A Risk Factors 24Item 1B Unresolved Staff Comments 39Item 2. Properties 39Item 3. Legal Proceedings 39Item 4. Removed and Reserved 39 PART II Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 39Item 6. Selected Financial Data 40Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 41Item 7A. Quantitative and Qualitative Disclosures about Market Risk Item 8. Financial Statements and Supplementary Data 62Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 62Item 9A. Controls and Procedures 62Item 9B. Other Information 63 PART III Item 10. Directors, Executive Officers and Corporate Governance 63Item 11. Executive Compensation 67Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters 70Item 13. Certain Relationships and Related Transactions, and Director Independence 74Item 14. Principal Accountant Fees and Services 76 PART IV Item 15. Exhibits and Financial Statement Schedules 77 SIGNATURES S-1EXHIBIT INDEX E-1FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA F-1 2 FORWARD LOOKING STATEMENTS This 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 ofthe Securities Exchange Act of 1934. 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 this Form 10-K, may cause our actual results, levels ofactivity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or impliedby 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 Form 10-K is filed, and we do not intend to update any of the forward-lookingstatements 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 toreports 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 atthe 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 roomby 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 andother 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. 3PART I ITEM 1.BUSINESS Business Overview The Company is a holding company that conducts its primary businesses through its subsidiaries and operating companies, Business OpportunityOnline, Beijing CNET Online, and Shanghai Borongdongsi. We are one of China’s leading full-service media development and advertising platforms for thesmall and medium enterprise (the “SME” ) market. We are a service-oriented business that leverages proprietary advertising technology to prepare andpublish rich media enabled advertising campaigns for clients on the Internet and on television. Our goal is to strengthen our position as the leadingdiversified media advertising provider in China. Our multi-platform advertising network consists of the website www.28.com (“28.com”), our Internetadvertising portal, ChinaNet TV, our TV production and advertising unit, and our bank kiosk advertising unit, which is primarily used as an advertisingplatform for clients in the financial services industry. Using proprietary technology, we provide additional services as a lead generator. We also havepursued a strategy as a re-seller of Internet and television advertising space that we purchase in bulk. We have provided advertising and lead generation services to over 500 clients in a variety of consumer focused industries. Our media campaignservice combines both Internet and television advertising, thereby maximizing advertising exposure for our clients. Through the high traffic internet portal28.com, operated through Business Opportunity Online, companies and entrepreneurs advertise their products, services and business opportunities. 28.comoffers campaign management tools for our clients including lead generation and capture, advanced tracking, search engine optimization, resourcescheduling, and content management. Through the 28.com site our customers can build sales channels and develop relationships directly with sales agents,distributors, resellers and/or franchisees. It also functions as a one-stop destination for end-users seeking new business opportunities. Through our ChinaNetTV division, operated through Beijing CNET Online, we have in-house television productions and distribution capabilities. We create and distributetelevision shows that are typically 10 or 20 minutes in length and broadcast on local television stations. Airtime is purchased in 40 minute blocks which airtwo to four segments each. The television shows are comprised of advertisements, similar to infomercials, but include promotions for several clients duringthe allotted time. We have also commenced production, on a lesser scale, of web video advertisements for clients to be placed on 28.com. In May 2008, we launched our bank kiosk division, operated through Shanghai Borongdongsi, which provides interactive LCD ad displaystargeting banking customers. In cooperation with the China Construction Bank, we placed 200 interactive kiosks in its branches throughout HenanProvince. Each kiosk has an LCD advertising display panel, which provides advertising aimed at bank customers. The kiosk also provides Internet access ona separate screen so that customers can perform basic non-cash banking functions such as transferring money, purchasing annuities and/or insurance, andpaying bills. We derive our revenue principally by: ·charging our clients fixed monthly fees to advertise on 28.com; ·charging productions fees for television and web video spots; ·selling advertising time slots on our television shows and bank kiosks; ·reselling Internet space and television space at a discount to the direct cost of any individual space or time slot, but at a mark-up to our costdue to purchase of these items in bulk; and ·collecting fees associated with lead generation The five largest industries in terms of revenue in which our advertising clients operate are (1) food and beverage, (2) women accessories, (3)footwear, apparel and garments, (4) home goods and construction materials, and (5) environmental protection equipment. Advertisers from these industriestogether accounted for approximately 87% of our revenue in 2009. 4 Since we commenced our current business operations in 2003, we have experienced significant growth in our network and in our financialresults. We generated total revenues of $37.7 million in 2009 compared to $21.5 million in 2008 and a net income of $4.0 million in 2009 compared to netincome of $2.8 million in 2008. When our net income of $4.0 million in 2009 is adjusted to exclude non-cash charges related to our issuance of Series Apreferred stock and warrants in our August 2009 financing, we generated net income of $8.4 million in 2009. When our net income is presented as requiredby US GAAP to recognize a deemed dividend in 2009 arising from the intrinsic value of the beneficial conversion feature of our Series A preferred stock, weexperienced a net loss attributable to common shareholders of $2.3 million. On December 22, 2009, we entered into a co-operation agreement with China’s Social Welfare & Education Foundation to fund public service programs insupport of the government’s social goal of raising employment rates among college graduates in China. According to the agreement, we will donateapproximately $1.5 million per year for the next three years starting in 2010 to China’s Social Welfare & Education Foundation. These funds will help tosupport the Venture Resources Program (“Program”). Through the Program, college graduates will apply for grants that will help offset the costs associatedwith starting a new business. Important information regarding the Program will be accessible through ChinaNet’s www.28.com portal which will serve as theofficial website for the Program. College graduates lacking real world experience will also benefit from guidance provided by well-known entrepreneurs andventure experts. These experts will teach business knowledge, help students establish self-awareness, inspire and support students to develop their ownbusinesses, and to improve their prospects for employment. Recent Development On March 29, 2010, we entered into an agreement to amend certain provisions of the Series A-1, Series A-2 and the placement agent Warrants withthe holders of those Warrants originally issued on August 21, 2009. The amendment to the Warrants removes certain anti-dilution protection rights that wereapplicable if the Company were to issue new shares of common stock or common stock equivalents at a price per share less than the exercise prices of theSeries A-1, Series A-2 and the placement agent Warrants, which are currently $3.00, $3.75 and $2.5 to $3.75, respectively. In addition, the amendment to theWarrants added a provision to grant the holders of the Warrants an approval right until December 31, 2010, over any new issuance of shares of common stockor common stock equivalents at a price per share less than the exercise prices of the Warrants then in effect or without consideration. The parties agreed thatthe amendments to the Warrants would be retroactive from and including, August 21, 2009. Except as set forth above, the terms and provisions of theWarrants shall remain in full force and effect.Industry and Market OverviewOverview of the Advertising Market in China China has the largest advertising market in Asia, excluding Japan. According to ZenithOptimedia in 2007, China’s advertising market was the fifthlargest in the world by media expenditure, which was approximately $15.4 billion, accounting for 15.6% of the total advertising spending in the Asia-Pacificregion. ZenithOptimedia also projected that the advertising market in China will be one of the fastest growing advertising markets in the world, at a CAGRof 12.8% from 2007 to 2011. By 2011, China is projected to account for 19.6% of the total advertising spending in the Asia-Pacific region. The growth of China’s advertising market is driven by a number of factors, including the rapid and sustained economic growth and increases indisposable income and consumption in China. According to ZenithOptimedia, China was the third largest economy in the world in 2007 in terms of GDP,which amounted to US$3.1 trillion. According to the National Bureau of Statistics of China, the annual disposable income per capita in urban householdsincreased from RMB 13,786 in 2007 to RMB 15,781 in 2008 and to 17,175 in 2009, which, representing an increase of 14.5% and 8.8% respectively. 5 We believe the advertising market in China has significant potential for future growth due to relatively low levels of advertising spending per capitaand as a percentage of GDP compared to more developed countries or regions. The following table sets forth the advertising spending per capita and as apercentage of GDP in 2007 in China compared to more developed countries or regions: Advertising Spending in 2007 Per Capita(US$) As a % ofGDP China $11.62 0.5%Hong Kong 438.63 1.5%South Korea 206.71 1.0%Japan 320.76 0.9%Asia Pacific (weighted average) 29.98 0.8%United States 586.11 1.3%United Kingdom 419.79 0.9% Source: ZenithOptimedia (December, 2008)According to ZenithOptimedia’s latest research, China will become the second largest economy and the fourth largest advertisement market in theworld, the percentage of the expected increase of advertising spending in China for 2010 compares to 2009 will rebound to 10.5%. The following table setsforth the percentage of advertising spending increase compares with previous year in China compared to more developed countries or regions from 2004through 2010:Advertising spending growth rate 2004-2010 Year05 vs.04 Year06 vs.05 Year07 vs.06 Year08 vs.07 Year09 vs.08 Year10 vs.09 % % % % % % China 16.5 20.2 14.1 13.5 7.4 10.5 Global 6.1 6.9 6.3 1.0 -10.2 3.9 United States 3.1 4.5 2.6 -3.7 -12.7 -2.4 Europe 4.7 5.8 4.2 -1.5 -11.8 -0.5 Asia Pacific 9.1 5.9 6.3 2.3 -3.1 5.3 Japan 8.5 1.1 0.7 -3.9 -8.4 0.0 Source: ZenithOptimedia (December, 2009) Overview of the Internet Advertising IndustryAccording to ZenithOptimedia, the Internet is the only advertising medium that is expected to experience an increase in expenditures in 2010 andwill remain a stabled growth thereafter. This growth is expected to stem primarily from the use of search engine, rich media, video and game embeddedadvertisements. The growth of Internet advertising is expected to be 11.3% in 2010 and 15.3% in 2011, and according to the iResearch China MerchantWebsite Research Report, is expected to reach $5.8 billion in 2012. 6The diagram below depicts annual size, growth, and potential growth of Chinese Internet advertising market from 2001 to 2012:High Demand for the Internet Advertising in ChinaWe believe that the Internet advertising market in China also has significant potential for future growth due to high demand from the rapiddevelopment of franchise and chain store business and the SMEs. According to the 2008 China Franchise Development Report by China Chain Store &Franchise Development Report, there were approximately 3,000 franchise enterprises and 260,000 chain stores in China by the end of 2007, and the numberof franchise enterprises and chain stores is expected to increase to 4,000 and 320,000, respectively by 2010. The development of the SME market is still in its early stages and since their sales channels and distribution networks are still underdeveloped, theyare driven to search for new participants by utilizing Internet advertising. The SMEs tend to be smaller, less-developed brands primarily focused onrestaurants, garments, building materials, home appliances, and entertainment with low start-up costs within a range of $1,000-$15,000. The Chinesegovernment has promulgated a series of laws and regulations to protect and promote the development of SMEs which appeals to entrepreneurs looking tobenefit from the central government’s support of increased domestic demand. SMEs are now responsible for about 60% of China's industrial output andemployment of about 75% of urban Chinese workforce. SMEs are creating the most new urban jobs, and they are the main destination for workers laid-offfrom state-owned enterprises (SOEs) that re-enter the workforce.Our Principal Products and ServicesOur products and services include: ·Bundled advertising campaign services, comprised of 28.com, our Internet advertising portal, and our television and web advertisement services; ·Agency services, whereby we re-sell to our customers web advertising space on third-party Internet sites and television advertising space; and ·Resale of Internet Advertising resources; and ·In-bank advertising services conducted through our network of kiosks located in bank branches. 7 Internet AdvertisingWe founded 28.com in 2003. 28.com is a leading Internet site for information about small business opportunities in China. It was one of the earliestentrants in this sector, allowing it to currently hold a 30% market share in China. Our revenue from 28.com is twice as big as our closest competitor, u88.cn.We have provided services to more than 500 long-term clients advertising business opportunities on the site. The platform provides advertisers with the toolsto build sales channels and develop relationships directly with sales agents, distributors, resellers and/or franchisees. 28.com has the following features whichenable it to be an attractive platform for the advertisers: ·Allows entrepreneurs interested in inexpensive franchise and business opportunities to find in-depth details about these opportunities in variousindustries; ·Provides one-stop shopping for SMEs and entrepreneurs by providing customized services such as design, website setup, and advertisementplacement through promoting; ·Bundles with 28.com video production, advanced traffic generation techniques and search-engine optimization.28.com charges its clients fixed monthly fees for ad placements on its homepage at an average monthly price of $3,000. The site has providedservices to more than 500 long term clients and the total revenue per month reached approximately $1.5 million in 2009. This segment accounted for 47.0%of our revenue in 2009 and 53% of our revenue in 2008.Television AdvertisingAs part of our media campaign services, we produce and distribute television shows that are comprised of advertisements similar to infomercials, butinclude promotions for several clients during the allotted time. Our clients pay us for editorial coverage and advertising spots. We are one of the largerproducers of television shows of this nature in China, with a total show time that reached 23,210 minutes in 2009 and an estimated 35,000 minutes in 2010.The shows produced by our TV unit are distributed during airtime purchased on the biggest national satellite television stations including Hunan TV, JiangxiTV, Shandong TV, Guangdong TV, Fujian TV, Guangxi TV, Mongolia TV, Yunnan TV, Tianjin TV and Heilongjiang TV. The brand of shows produced byus are entitled “Gold List,” “Online Business Opportunities,” “The Charm of Wealth,” “ Venture Express,” “Start” and “Run’ s Road to Wealth.” Thissegment accounted for 49% of our revenue in 2009 and 33% of our revenue in 2008.Resale of Internet Advertising ResourcesWe resell to our clients sponsored search resources from Baidu. This segment accounted for 3.0% of our revenue in 2009.Bank KiosksWe operate our bank kiosk advertising network, launched in 2008, through Shanghai Borongdingsi. We place our kiosk machines, each of whichincludes a large, LCD advertising display, in bank branches to target banking patrons. We market our LCD display network to advertisers in the financialservices and insurance industries. As of December 31, 2009, we had approximately 200 flat-panel displays placed in branches of China Construction Bank inHenan Province. The kiosks are useful to the banks because, in addition to the LCD advertising display, they provide bank customers with free Internetaccess to on-line banking services, thereby potentially shortening wait times in branches for teller services. We believe bank kiosks are a cost effectivesolution for advertisers because the interactive client interface captures information for follow up and also due to the ability to update content remotely. Weoriginally planned to place 2,000 kiosks by the end of 2009. However, we noted that our target clients in this segment who are mostly financial andinsurance service institutions had not been fully recovered from the negative effect of the global financial crisis, and we also noted that our potentialcompetitors who are also engaged in the outdoor advertising business encountered a decrease of revenue in the year. Therefore, we decided to suspend ourfurther expansion in this segment in 2009. Along with the improvement of the global economy and the recovery of the financial industry, we plan to proceedwith our expansion in this segment by increase approximately 1,300 kiosks and to enhance the corresponding central control system and the client servicesystem in 2010. 8Our target client base for bank kiosk advertising include: large telecommunication companies, large banks, well-known insurance and financialinstitutions and auto companies. Such as: China Telecom, China Mobile, China Unicom, China Construction Bank, Ping An of China, China InternationalFund Management Co., Ltd., Toyota, PICC, Guangzhou Honda and Audi. As of December 31, 2009, we generated US$ 0.15 million revenue from thisbusiness segment from Henan Standard Life.Internet Information ManagementInternet information management is a new business segment that we launched in August 2009, which offers our clients an intelligence softwareproduct based on our proprietary search engine optimization technology. The main objective of the product is to help our clients gain an early warning ofpotential negative exposure on the internet so that when necessary they can formulate an appropriate response. We charge a monthly fee to clients using thisservice. For the year ended December 31, 2009, we generated US$ 0.12 million revenue from this new business segment. We plan to build our efforts to offerthis service to our existing clients in the future. Our Competitive Strengths Over our seven-year history, we believe that we have built a strong track record of significant competitive strengths such as: Innovative Operations ·Client-based innovation. Our services, which bundle for a set fee Internet ads, television shows and other services, including lead generation,simplifies the targeting process for our clients by allowing them to use one vendor for their Internet and television ad buys. ·Target market innovation and expansion of audience base. We believe that by offering multiple advertising media platforms, we enableadvertisers to reach a wide range of consumers with complementary and mutually reinforcing advertising campaigns. We are better able to attractadvertisers who want to reach targeted consumer groups through a number of different advertising media in different venues and at different timesof the day. Strong Technological Advantages ·Award winning R&D team. We have a R&D team with extensive experience in China’s advertising and marketing industry. Bin Zhang, VicePresident of China Net TV, has been actively engaged in technology research and development in this area since 1998. We appointed our ChiefTechnology Officer Mr. Hongli Xu in September 2009. Mr. Xu has about 20 years experience in the internet and software development industryin various sectors, we believe Mr. Xu will provide critical leadership in our R&D team, as we continue to elevate ChinaNet's position in theChinese media and advertising markets. ·Advanced campaign tracking and monitoring tools. We have deployed advanced tracking, search engine optimization, resource scheduling,content management and ad campaign management tools so as to achieve effective and efficient advertising effects. ·Valuable intellectual property. We have three copyright certificates and property rights for three software products in connection with theInternet advertising business which were developed by our research and development team. ·Experienced management team. We have an experienced management team. In particular, Handong Cheng, our founder, chairman and chiefexecutive officer has over ten years’ experience in management. He demonstrated his entrepreneurship and business leadership by starting up ourbusiness and he has successfully grown our business to become a pioneer in online media marketing and advertising services. He also secured ourstatus as the sole strategic alliance partner of China Construction Bank with respect to bank kiosk advertising. Zhige Zhang, our chief financialofficer has over six years’ experience in software development and Internet ad technology. 9 First Mover Advantages ·Early Market Entrant as a vertically integrated ad portal and Internet agency. We have over 5 years of operations as a vertically integrated adportal and ad agency. We have 7 years of experience as an Internet advertising agency. We commenced our Internet advertising services businessin 2003 and was among the first companies in China to create a site and a business focused on Internet advertising. We rapidly established asizeable nationwide network, secured a significant market share and enhanced awareness of our brand. Our early entry into the market has alsoenabled us to accumulate a significant amount of knowledge and experience in this nascent segment of the advertising industry. ·Early mover advantage in bank kiosk. We are one of earlier advertising agents to have established an in-bank advertising network. We believethat the establishment of our in-bank kiosk segment gives us a competitive edge over competing networks as well as over many other forms oftraditional advertising. ·Exclusive Strategic Partnership with Top Chinese banks. In 2008, we entered into an eight-year strategic partnership with China ConstructionBank to be its strategic partner in the establishment of a nationwide network of bank kiosks displaying our clients’ advertising on large LCDscreens and providing bank customers with free internet access to on-line banking services. We pay for the kiosks and then provide them toChina Construction Bank for free in exchange for the exclusive right to display advertising on the kiosks. We have already placed 200 kiosks atbranches in Henan Province. We also have been negotiating similar potential deals with Bank of Communications and Agricultural Bank ofChina., but, as of December 31, 2009, we have not yet signed any new strategic partnership agreement with another bank due to our decision notto expand further in this segment in 2009. However, we have been maintained active communications with these banks, and we will continue ournegotiations with them in 2010 as part of our plan to further grow the kiosk business in fiscal year 2010. We believe exclusivity with the topChinese banks will create higher barriers to entry for potential competitors. Growth Strategy Our objectives are to strengthen our position as the leading Internet advertising and marketing services and diversified media advertising network in Chinaand continue to achieve rapid growth. We intend to achieve these objectives by implementing the following strategies:Nationally Expand Our Bank Kiosk PlatformWe intend to expand our bank kiosk platform in 2010 in order to appeal to our financial industry advertisers and increase our revenues in this business line.To achieve this goal, we intend to increase the number of bank kiosks. We intend to enter into new strategic partnerships with other banks to achieve thisresult.Continue to Expand Internet Advertising through Adding New Modules into Our 28.com NetworkWe intend to add new modules into the 28.com site, such as customer relationship management (CRM), supply chain management and enterprise resourcesplanning (ERP) systems in order to enhance the functionality of our Internet advertising network. We have launched a new module which was Internetinformation Management in August 2009. This product is an artificial intelligence software that is based on our proprietary search engine optimizationtechnology which helps our clients gain an early warning in order to identify and respond to potential negative exposure on the internet. We chargedmonthly fee to these clients. Although this segment is not consider as our primary source of revenue, we will continue to promote this service to our clientsas a value-added service to help us achieve more revenue with limited increase of our cost of revenue. 10Leverage our integrated platform to increase operational and cross-selling synergiesWe plan to maximize opportunities for our business to increase both revenue and cost synergies. We intend to increase cross-selling by developingadditional flexible, bundled advertising packages that allow advertisers to reach consumers by complementary and reinforcing media. At the same time, weintend to further leverage the existing elements of our integrated media platform to enhance the platform’s attractiveness to advertisers. Advertisers canlaunch a coordinated campaign across multiple media while enjoying cost savings from our bundling and volume discounts.Promote Our Brand Name and Augment Our Service Offerings to Attract a Wider Client Base and Increase Revenues Enhancing our brand name in the industry will allow us to solidify and broaden our client base by growing market awareness of our services and ourability to target discrete consumer groups more effectively than mass media. We believe the low cost of reaching consumers with higher-than-averagedisposable incomes through our network and our development of additional advertising media platforms and channels within our network can enable ourcustomers to reach that goal. As we increase our advertising client base and increase sales, demand for and sale of time slots and frame space on our networkwill grow.Our Advertising Clients; Sales and MarketingOur Advertising Clients The quality and coverage of our network has attracted a broad base of advertising clients. As of December 31, 2009, more than 500 long term customers havepurchased advertising time s lots on our 28.com portal, China Net TV and our bank kiosks. We derive all of our revenues from: ·charging our clients fixed monthly fees to advertise on 28.com; ·charging production fees for television and web video spots; ·Selling advertising time slots on our television shows and bank kiosks; ·reselling Internet space and television space at a discount to the direct cost of any individual space or time slot, but at a mark-up to our cost due topurchase of these items in bulk; and ·collecting fees associated with lead generation.For the year ended December 31, 2009, we derived 47% of our revenues from our Internet advertising and 49% from our TV advertising.The following table sets forth a breakdown of our revenue from Internet advertising by industry for the year ended December 31, 2009:Industry Percentage of total revenue Food and beverage 22.0%Women Accessories 11.0%Footwear, apparel and garments 23.0%Home Goods and Construction Materials 13.0%Environmental Protection Equipment 11.0%Cosmetic and Health Care 5.0%Education Network 11.0%Others 4.0%Total 100.0% 11 Sales and MarketingSales and Marketing. We employ an experienced advertising sales force. We provide in-house education and training to our sales force to ensurethey provide our current and prospective clients with comprehensive information about our services, the advantages of using our advertising networks asmarketing channels, and relevant information regarding the advertising industry. We also market our advertising services from time to time by placingadvertisements on television, and acting as sponsor to third-party programming as well as to our shows.Market Research. We believe our advertising clients derive substantial value from our ability to provide advertising services targeted at specificsegments of consumer markets. Market research is an important part of evaluating the effectiveness and value of our business to advertisers. We conductmarket research, consumer surveys, demographic analysis and other advertising industry research for internal use to evaluate new and existing advertisingchannels. We also purchase or commission studies containing relevant market study data from reputable third-party market research firms, iResearchConsulting Co., Ltd. We typically consult such studies to assist us in evaluating the effectiveness of our network to our advertisers. A number of these studiescontain research on the numbers and socio-economic and demographic profiles of the people who visit our network.SuppliersThe primary hardware required for the operation of our business consists of servers and other firmware with which we operate 28.com, videoproduction and editing equipment for our television programming, and components for our bank kiosks, including the LCD displays. We also develop andinstall software in our displays to assist us with the configuration, editing and operation of our advertising content cycles. Maintaining a steady supply ofthese kiosks and their proprietary LCD displays is important to our operations and the growth of our advertising network. We purchase our televisiondisplays from third party manufacturers who build these components according to our specifications. We select component suppliers based on price andquality. As there are several other qualified alternative suppliers for our equipment, our obligation to our current suppliers is not exclusive. We have neverexperienced any material delay or interruption in the supply of our digital television displays. We deploy advanced traffic generation techniques, search-engine optimization and other technologies that assist advertisers, advertising agenciesand web publishers in creating and delivering Internet ads, monitoring and analyzing website traffic, tracking the performance of advertising campaigns andimplementing direct marketing.Research and DevelopmentWe intend to continue to optimize our Standard Operating Environment (the “SOE”) technology in order to reduce cost and time to deploy,configure, maintain, support and manage computer servers and system. Whether or not we deploy newer technology will depend upon cost and networksecurity. We also continue to develop proprietary software and systems in connection with the operation of and provision of services through 28.com toenhance ease of use. In addition, we focus on enhancing related software systems enabling us to track and monitor advertiser demands. 12Intellectual PropertyWe have three software copyright certificates issued by the State Copyright Office of the PRC (“SCO”) as below: Name of Software Registration Number基于互联网广告效果投放综合监测及管理平台软件 V1.0Software V1.0 of General Monitoring and Management Platform on InternetAdvertising Effect 2008SRBJ4073基于效果的搜索引擎服务平台软件 V1.0Software V1.0 of Effect-based Search Engine Service Platform 2008SRBJ4084基于互联网广告留言综合分析及管理平台软件 V1.0Software V1.0 of General Analysis and Management Platform on InternetBased Advertising Message 2008SRBJ4084 With this intellectual property, we can facilitate our provision of services that are in demand by the appropriate customers and can track end users tohelp our customers assess and adjust their marketing strategies.We started the upgrade process of our Office Automation (OA) system in 2009, to enhance the accuracy of our client service and efficiency of ourcross-department communication. Our OA system upgrade mainly include the following modules: Advertising contract management, Accounts receivablecollection management, Customer relationship management.We plan to increase the investment of R&D expenditures to enhance the safety of our hardware and server which we dependent upon in supportingour network and managing and monitoring programs on the network.CompetitionWe compete with other advertising companies in China including companies that operate Internet advertising portals or television advertising medianetworks, such as u88.cn 3158.com 08.cn and 78.cn. We compete for advertising clients primarily on the basis of network size and coverage, location, price,the range of services that we offer and our brand name. We also compete for overall advertising spending with other alternative advertising media companies,such as wireless telecommunications, street furniture, billboard, frame and public transport advertising companies, and with traditional advertising media,such as newspapers, magazines and radio. Legal ProceedingsWe are currently not a party to any legal or administrative proceedings and are not aware of any pending or threatened legal or administrativeproceedings against us in all material aspects. We may from time to time become a party to various legal or administrative proceedings arising in the ordinarycourse of our business.Government RegulationThe PRC government imposes extensive controls and regulations over the media industry, including on television, radio, newspapers, magazines,advertising, media content production, and the market research industry. This section summarizes the principal PRC regulations that are relevant to our linesof business.Regulations on the Advertising Industry in ChinaForeign Investments in AdvertisingUnder the Administrative Provision on Foreign Investment in the Advertising Industry, jointly promulgated by the SAIC and MOFCOM on March 2,2004, or the 2004 Provision, foreign investors can invest in PRC advertising companies either through wholly owned enterprises or joint ventures withChinese parties. Since December 10, 2005, foreign investors have been allowed to own up to 100% equity interest in PRC advertising companies. However,the foreign investors must have at least three years of direct operations outside China in the advertising industry as their core business. This requirement isreduced to two years if foreign investment in the advertising company is in the form of a joint venture. Such requirement is also provided similarly in thenewly promulgated regulation that replaced the 2004 Provision as of October 1, 2008, except that according to the new regulation, the establishment ofwholly foreign-owned advertising companies must be approved by the SAIC or its authorized provincial counterparts and provincial MOFCOM instead ofthe SAIC and MOFCOM only. Foreign-invested advertising companies can engage in advertising design, production, publishing and agency, provided thatcertain conditions are met and necessary approvals are obtained. 13We have not engaged in direct operations outside China in the advertising industry as our core business. Therefore, our subsidiary in China, RiseKing WFOE, is ineligible to apply for the required licenses for providing advertising services in China. Our advertising business is operated by BusinessOpportunity Online and Beijing CNET Online in China. We have been, and are expected to continue to be, dependent on these companies to operate ouradvertising business. We do not have any equity interest in our PRC Operating Entities, but Rise King WFOE, receives the economic benefits of the samethrough the Contractual Arrangements.We have been advised by our PRC counsel, that each of the Contractual Agreements complies, and immediately after the completion of thetransactions contemplated herein, will comply with all applicable PRC laws and regulations and does not violate, breach, contravene or otherwise conflictwith any applicable PRC laws, rules or regulations. However, there exist substantial uncertainties regarding the application, interpretation and enforcement ofcurrent and future PRC laws and regulations and its potential effect on its corporate structure and contractual arrangements. The interpretation of these lawsand regulations are subject to the discretion of competent PRC authorities. There can be no assurance that the PRC regulatory authorities will not take a viewdifferent from the opinions of our PRC counsel and determine that its corporate structure and contractual arrangements violate PRC laws, rules andregulations. In the event that the PRC regulatory authorities determine in their discretion that our corporate structure and contractual arrangements violateapplicable PRC laws, rules and regulations, including restrictions on foreign investment in the advertising industry in the future, We may be subject to severepenalties, including an order to cease its business operations.Business License for Advertising CompaniesOn October 27, 1994, the Tenth Session of the Standing Committee of the Eighth National People’s Congress adopted the Advertising Law whichbecame effective on February 1, 1995. According to the currently effective Advertising Law and its various implementing rules, companies engaging inadvertising activities must obtain from the SAIC or its local branches a business license which specifically includes within its scope the operation of anadvertising business. Companies conducting advertising activities without such a license may be subject to penalties, including fines, confiscation ofadvertising income and orders to cease advertising operations. The business license of an advertising company is valid for the duration of its existence,unless the license is suspended or revoked due to a violation of any relevant law or regulation. We have obtained such a business license from the localbranches of the SAIC as required by existing PRC regulations. We do not expect to encounter any difficulties in maintaining the business license. However, ifwe seriously violate the relevant advertising laws and regulations, the SAIC or its local branches may revoke our business licenses.OutdoorsThe Advertising Law in China stipulates that the exhibition and display of outdoor advertisements must comply with certain requirements. Itprovides that the exhibition and display of outdoors advertisements must not: ·utilize traffic safety facilities and traffic signs;·impede the use of public facilities, traffic safety facilities and traffic signs;·obstruct commercial and public activities or create an unpleasant sight in urban areas;·be placed in restrictive areas near government offices, cultural landmarks or historical or scenic sites; or·be placed in areas prohibited by the local governments from having outdoor advertisements.In addition to the Advertising Law, the SAIC promulgated the Outdoor Advertising Registration Administrative Regulations on December 8, 1995,as amended on December 3, 1998 and May 22, 2006, which also governs the outdoor advertising industry in China. Under these regulations, outdooradvertisements in China must be registered with the local SAIC before dissemination. The advertising distributors are required to submit a registrationapplication form and other supporting documents for registration. After review and examination, if an application complies with the requirements, the localSAIC will issue an Outdoor Advertising Registration Certificate for such advertisement. The content, quantity, format, specifications, periods, distributors’name, and locations of dissemination of the outdoor advertisement must be submitted for registration with the local SAIC. A change of registration with localSAICs must be effected in the event of a change in the distributor, the location of dissemination, the periods, the content, the format, or the specifications ofthe advertisements. It is unclear whether the SAIC, or any of its local branches in the municipalities and provinces covered by our network, will deem ourbusiness as outdoor advertising business, and thus require us to obtain the Outdoor Advertising Registration Certificate. If the PRC government determinesthat we were obligated to complete outdoor advertisement registration as an outdoor advertising network operator, we may be subject to administrativesanctions, including discontinuation of its business for failure to complete such registration.”14In addition, on December 6, 2007, the State Administration of Radio, Film and Television (“SARFT”) promulgated the December 2007 Noticepursuant to which the broadcasting of audio and visual programs, including news, drama series, sports, technology, entertainment and other programs,through radio and television networks, the Internet and other information systems affixed to vehicles and buildings and in airports, bus and railway stations,shopping malls, banks, hospitals and other outdoor public media would be subject to approval by the SARFT. The December 2007 Notice required the localbranches of SARFT to investigate and record any organization or company engaging in the activities described in the December 2007 Notice withoutpermission, to send written notices to such organizations or companies demanding their compliance with the December 2007 Notice, and to report the resultsof such investigations to SARFT by January 15, 2008. We have not yet received any notice from the SARFT or any of its local branches demandingcompliance with the December 2007 Notice. We may, however, be required to obtain an approval from SARFT under the December 2007 Notice, or may berequired to remove entertainment programs from its advertising network.Advertising ContentPRC advertising laws, rules and regulations set forth certain content requirements for advertisements in China including, among other things,prohibitions on false or misleading content, superlative wording, socially destabilizing content or content involving obscenities, superstition, violence,discrimination or infringement of the public interest. Advertisements for anesthetic, psychotropic, toxic or radioactive drugs are prohibited. There are alsospecific restrictions and requirements regarding advertisements that relate to matters such as patented products or processes, pharmaceutical products,medical procedures, alcohol, tobacco, and cosmetics. In addition, all advertisements relating to pharmaceuticals, medical instruments, agrochemicals andveterinary pharmaceuticals, together with any other advertisements which are subject to censorship by administrative authorities according to relevant lawsor regulations, must be submitted to relevant authorities for content approval prior to dissemination.Advertisers, advertising operators, including advertising agencies, and advertising distributors are required by PRC advertising laws and regulationsto ensure that the content of the advertisements they prepare or distribute is true and in full compliance with applicable laws. In providing advertisingservices, advertising operators and advertising distributors must review the supporting documents provided by advertisers for advertisements and verify thatthe content of the advertisements complies with applicable PRC laws, rules and regulations. Prior to distributing advertisements that are subject togovernment censorship and approval, advertising distributors are obligated to verify that such censorship has been performed and approval has beenobtained. Violation of these regulations may result in penalties, including fines, confiscation of advertising income, orders to cease dissemination of theadvertisements and orders to publish an advertisement correcting the misleading information. In circumstances involving serious violations, the SAIC or itslocal branches may revoke violators’ licenses or permits for their advertising business operations. Furthermore, advertisers, advertising operators oradvertising distributors may be subject to civil liability if they infringe on the legal rights and interests of third parties in the course of their advertisingbusiness.We do not believe that advertisements containing content subject to restriction or censorship comprise a material portion of the advertisementsdisplayed on our media network. However, there can be no assurance that each advertisement displayed on our network complies with relevant PRCadvertising laws and regulations. Failure to comply with PRC laws and regulations relating to advertisement content restrictions governing the advertisingindustry in China may result in severe penalties. 15Regulation on Intellectual PropertyRegulation on TrademarkThe Trademark Law of the PRC was adopted at the 24th meeting of the Standing Committee of the Fifth National People’s Congress on August 23,1982 and amended on February 22, 1993 and October 27, 2001. The Trademark Law sets out the guidelines on administration of trademarks and protectionof the exclusive rights of trademark owners. In order to enjoy an exclusive right to use a trademark, one must register the trademark with the TrademarkBureau of the SAIC and obtain a registration certificate.Regulation on PatentsThe Patent Law of the PRC was adopted at the 4th Meeting of the Standing Committee of the Sixth National People’s Congress on March 12, 1984and subsequently amended in 1992 and 2000. The Patent Law extends protection to three kinds of patents: invention patents, utility patents and designpatents. According to the Implementing Regulations of the Patent Law, promulgated by the State Council of the PRC on December 28, 2002 and effective onFebruary 1, 2003, an invention patent refers to a new technical solution relating to a product, a process or improvement. When compared to existingtechnology, an invention patent has prominent substantive features and represents notable progress. A utility patent refers to any new technical solutionrelating to the shape, the structure, or their combination, of a product. Utility patents are granted for products only, not processes. A design patent (orindustrial design) refers to any new design of the shape, pattern or color of a product or any combination thereof that creates an aesthetic feeling and issuitable for industrial application. Inventors or designers must register with the State Intellectual Property Office to obtain patent protection. The term ofprotection is twenty years for invention patents and ten years for utility patents and design patents. Unauthorized use of patent constitutes an infringementand the patent holders are entitled to claims of damages, including royalties, to the extent reasonable, and lost profits.Regulation on CopyrightThe Copyright Law of the PRC was adopted at the 15th Meeting of the Standing Committee of the Seventh National People’s Congress onSeptember 7, 1990 and amended on October 27, 2001. Unlike patent and trademark protection, copyrighted works do not require registration for protectionin China. However, copyright owners may wish to voluntarily register with China’s National Copyright Administration to establish evidence of ownership inthe event enforcement actions become necessary. Consent from the copyright owners and payment of royalties are required for the use of copyrighted works.Copyrights of movies or other audio or video works usually expire fifty years after their first publication. We believe that we are in compliance with the PRCregulations on copyright.Regulations on Foreign Currency ExchangeForeign Currency ExchangePursuant to the Foreign Currency Administration Rules promulgated on August 25, 2008 and various regulations issued by SAFE and other relevantPRC government authorities, the Renminbi is freely convertible only to the extent of current account items, such as trade-related receipts and payments,interest and dividends. Capital account items, such as direct equity investments, loans and repatriation of investment, require the prior approval from SAFE orits local branch for conversion of the Renminbi into a foreign currency, such as U.S. dollars, and remittance of the foreign currency outside the PRC.Payments for transactions that take place within the PRC must be made in Renminbi. Domestic companies or individuals can repatriate foreign currencypayments received from abroad or deposit these payments abroad subject to applicable regulations that expressly require repatriation within certain period.Foreign-invested enterprises may retain foreign exchange in accounts with designated foreign exchange banks subject to a cap set by SAFE or its localbranch. Foreign currencies received under current account items can be either retained or sold to financial institutions engaged in the foreign exchangesettlement or sales business without prior approval from SAFE by complying with relevant regulations. Foreign exchange income under capital account canbe retained or sold to financial institutions engaged in foreign exchange settlement and sales business, with prior approval from SAFE unless otherwiseprovided. 16Our business operations, which are subject to the foreign currency exchange regulations, have all been in accordance with these regulations. We willtake steps to ensure that our future operations are in compliance with these regulations.Foreign Exchange Registration of Offshore Investment by PRC ResidentsPursuant to SAFE’s Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing andInbound Investment via Overseas Special Purpose Vehicles, or Circular No. 75, issued on October 21, 2005 and effective on November 1, 2005, (i) a PRCresident, including a PRC resident natural person or a PRC company, shall register with the local branch of SAFE before it establishes or controls an overseasSPV for the purpose of overseas equity financing (including convertible debt financing); (ii) when a PRC resident contributes the assets of or its equityinterests in a domestic enterprise to an SPV, or engages in overseas financing after contributing assets or equity interests to an SPV, such PRC resident shallregister his or her interest in the SPV and the change thereof with the local SAFE branch; and (iii) when the SPV undergoes a material event outside China,such as a change in share capital, or merger or acquisition, the PRC resident shall, within 30 days of the occurrence of such event, register such change withthe local branch of SAFE. PRC residents who are shareholders of SPVs established before November 1, 2005 were required to register with the local SAFEbranch before March 31, 2006. Such deadline has been further extended by the Circular 106. Under Circular No. 75, failure to comply with the registration procedures set forth above may result in penalties, including restrictions on a PRCsubsidiary’s foreign exchange activities in capital accounts and its ability to distribute dividends to the SPV. On May 29, 2007, SAFE issued Circular 106 asthe implementing rules of Circular 75, which provides more detailed provisions and requirements for the registration procedures.On December 25, 2006, the People’s Bank of China promulgated the “Measures for the Administration of Individual Foreign Exchange,” and onJanuary 5, 2007, SAFE promulgated the implementation rules on those measures. These regulations became effective on February 1, 2007. Pursuant to theseregulations, PRC citizens who are granted shares or share options by an overseas listed company according to its employee share option or share option planare required, through a qualified PRC agent which may be the PRC subsidiary of such overseas listed company, to register with the SAFE and completecertain other procedures related to the share option or share option plan. Foreign exchange income received from the sale of shares or dividends distributedby the overseas listed company must be remitted into a foreign currency account of such PRC citizen or be exchanged into Renminbi. In addition, Circular106 requires a PRC resident to make the SPV filing together with the employee stock option filing. Moreover, the PRC resident is required to make anamendment to the previous filings when he or she exercises his or her employee stock options.Dividend DistributionThe principal laws, rules and regulations governing dividends paid by PRC operating subsidiaries include the Company Law of the PRC (1993), asamended in 2006, the Wholly Foreign Owned Enterprise Law (1986), as amended in 2000, and the Wholly Foreign Owned Enterprise Law ImplementationRules (1990), as amended in 2001. Under these laws and regulations, PRC subsidiaries, including wholly owned foreign enterprises, or WFOEs, and domesticcompanies in China, may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards andregulations. In addition, its PRC significant subsidiaries, including WFOEs and domestic companies, are required to set aside at least 10% of their after-taxprofit based on PRC accounting standards each year to their statutory capital reserve fund until the cumulative amount of such reserve reaches 50% of theirrespective registered capital. These reserves are not distributable as cash dividends.TaxOn March 16, 2007, the Fifth Session of the Tenth National People’s Congress of PRC passed the Enterprise Income Tax Law of the People’sRepublic of China, or EIT Law, which became effective on January 1, 2008. On November 28, 2007, the State Council at the 197th Executive Meetingpassed the Regulation on the Implementation of the Income Tax Law of the People’s Republic of China, which became effective on January 1, 2008. TheEIT Law adopted a uniform tax rate of 25% for all enterprises (including foreign-invested enterprises) and revoked the existing tax exemption, reduction andpreferential treatments applicable to foreign-invested enterprises. However, there is a transition period for enterprises, whether foreign-invested or domestic,that received preferential tax treatments granted by relevant tax authorities prior to the effectiveness of the EIT Law. Enterprises that were subject to anenterprise income tax rate lower than 25% may continue to enjoy the lower rate and gradually transit to the new tax rate within five years after the effectivedate of the EIT Law. 17Under the EIT Law, enterprises are classified as either “resident enterprises” or “non-resident enterprises.” Pursuant to the EIT Law and theImplementation Rules, enterprises established under PRC laws, or enterprises established outside China whose “de facto management bodies” are located inChina, are considered “resident enterprises” and subject to the uniform 25% enterprise income tax rate for their global income. According to theImplementation Rules, “de facto management body” refers to a managing body that in practice exercises overall management and control over theproduction and business, personnel, accounting and assets of an enterprise. Our management is currently based in China and is expected to remain in Chinain the future. In addition, although the EIT Law provides that “dividends, bonuses and other equity investment proceeds between qualified residententerprises” is exempted income, and the Implementation Rules refer to “dividends, bonuses and other equity investment proceeds between qualified residententerprises” as the investment proceeds obtained by a resident enterprise from its direct investment in another resident enterprise, however, it is unclearwhether our circumstance is eligible for exemption.Furthermore, the EIT Law and Implementation Rules provide that the “non-resident enterprises” are subject to the enterprise income tax rate of 10%on their income sourced from China, if such “non-resident enterprises” (i) do not have establishments or premises of business in China or (ii) haveestablishments or premises of business in China, but the relevant income does not have actual connection with their establishments or premises of business inChina. Such income tax may be exempted or reduced by the State Council of the PRC or pursuant to a tax treaty between China and the jurisdictions inwhich its non-PRC shareholders reside. Under the Double Tax Avoidance Arrangement between Hong Kong and Mainland China, if the Hong Kong residententerprise owns more than 25% of the equity interest in a company in China, the 10% withholding tax on the dividends the Hong Kong resident enterprisereceived from such company in China is reduced to 5%. If China Net HK is considered to be a Hong Kong resident enterprise under the Double TaxAvoidance Arrangement and is considered to be a “non-resident enterprise” under the EIT Law, the dividends paid to us by Rise King WFOE may be subjectto the reduced income tax rate of 5% under the Double Tax Avoidance Arrangement. However, based on the Notice on Certain Issues with Respect to theEnforcement of Dividend Provisions in Tax Treaties, issued on February 20, 2009 by the State Administration of Taxation, if the relevant PRC tax authoritiesdetermine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, suchPRC tax authorities may adjust the preferential tax treatment. We are in the process of evaluating the impact of the EIT Law on our results of operations. Any significant income tax expenses may have a materialadverse effect on our net income in 2008 and beyond. Reduction or elimination of the financial subsidies or preferential tax treatments we currently enjoy orimposition of additional taxes on us or our subsidiary in China may significantly increase our income tax expense and materially reduce our net income.Provisions Regarding Mergers and Acquisitions of Domestic Enterprises by Foreign InvestorsOn August 8, 2006, six PRC regulatory agencies, including CSRC, MOC, SAT, SASAC, SAIC and SAFE, jointly promulgated the M&A Rules,which became effective on September 8, 2006, to regulate foreign investment in PRC domestic enterprises. The M&A Rules provide that the MOC must benotified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise and any of the followingsituations exist: (i) the transaction involves an important industry in China; (ii) the transaction may affect national “economic security”; or (iii) the PRCdomestic enterprise has a well-known trademark or historical Chinese trade name in China. The M&A Rules also contain a provision requiring offshore SPVsformed for the purpose of the overseas listing of equity interests in PRC companies and controlled directly or indirectly by PRC companies or individuals, toobtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange. On September 21, 2006, the CSRC issued aclarification that sets forth the criteria and procedures for obtaining any required approval from the CSRC.To date, the application of the M&A Rules is unclear. Our PRC counsel, has advised us that: ·the CSRC approval requirement applies to SPVs that acquire equity interests in PRC companies through share exchanges and cash, and seekoverseas listings; and ·based on their understanding of the current PRC laws, rules and regulations and the M&A Rules, unless there are new PRC laws andregulations or clear requirements from the CSRC in any form that require the prior approval of the CSRC for the listing and trading of anyoverseas SPV’s securities on an overseas stock exchange, the M&A Rules do not require that we obtain prior CSRC approval because: (i) theShare Exchange is a purely foreign related transaction governed by foreign laws, not subject to the jurisdiction of PRC laws and regulations;(ii) we are not a special purpose vehicle formed or controlled by PRC companies or PRC individuals; and (iii) we are owned or substantivelycontrolled by foreigners. However, the interpretation and application of the M&A Rules remain unclear, and the PRC government authorities have the sole discretion todetermine whether the transaction is subject to the approval of the CSRC, especially when taking into consideration of the performance-based incentiveoption arrangement by way of the Share Transfer Agreements. If the CSRC or another PRC regulatory agency subsequently determines that CSRC approval isrequired for the transaction, we cannot predict how long it would take to obtain the approval. In addition, we may need to apply for a remedial approval fromthe CSRC and may be subject to certain administrative or other sanctions from these regulatory agencies.Further, new rules and regulations or relevant interpretations may be issued from time to time that may require us to obtain retroactive approval fromthe CSRC in connection with the business combination. If this were to occur, our failure to obtain or delay in obtaining the CSRC approval for the businesscombination would subject us to sanctions imposed by the CSRC and other PRC regulatory agencies. These sanctions could include fines and penalties onour operations in China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially andadversely affect our business, results of operations and financial condition.If the CSRC or another PRC regulatory agency subsequently determines that CSRC approval is required for the business combination, we may needto apply for a remedial approval from the CSRC and may be subject to certain administrative punishments or other sanctions from these regulatory agencies.New rules and regulations or relevant interpretations may require that we retroactively obtain approval from the CSRC in connection with the businesscombination. If this were to occur, our failure to obtain or delay in obtaining the CSRC approval for the transaction would subject us to sanctions imposed bythe CSRC and other PRC regulatory agencies. These sanctions could include fines and penalties on our operations in China, restrictions or limitations on ourability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect our business, results of operations andfinancial condition.The M&A Rules also established additional procedures and requirements expected to make merger and acquisition activities in China by foreigninvestors more time-consuming and complex, including requirements in some instances that the MOC be notified in advance of any change-of-controltransaction in which a foreign investor takes control of a PRC domestic enterprise. These rules may also require the approval from the MOC where overseascompanies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. Complying with the requirements of the newregulations to complete such transactions could be time-consuming, and any required approval processes, including MOC approval, may delay or inhibit ourability to complete such transactions, which could affect our ability to expand our business.Our Corporate History and BackgroundWe were incorporated in the State of Texas in April 2006 and re-domiciled to become a Nevada corporation in October 2006. From the date of ourincorporation until June 26, 2009, when we consummated the Share Exchange (as defined below), our business development activities were primarilyconcentrated in web server access and company branding in hosting web based e-games. 18 Our wholly owned subsidiary, China Net Online Media Limited was incorporated in the British Virgin Islands on August 13, 2007 (“China Net”). InApril 11, 2008, China Net became the parent holding company of a group of companies comprised of CNET Online Technology Limited, a Hong Kongcompany (“China Net HK”), which established and is the parent company of Rise King Century Technology Development (Beijing) Co., Ltd., a whollyforeign-owned enterprise (“WFOE”) established in the People's Republic of China (“Rise King WFOE”). We refer to the transactions that resulted in ChinaNet becoming an indirect parent company of Rise King WFOE as the “Offshore Restructuring.” We operate our business in China primarily through BusinessOpportunity Online (Beijing) Network Technology Co., Ltd. (“Business Opportunity Online”), Beijing CNET Online Advertising Co., Ltd. (“ Beijing CNETOnline ”), and Shanghai Borongdingsi Computer Technology Co., Ltd. (“Shanghai Borongdingsi”). Business Opportunity Online, Beijing CNET Online andShanghai Borongdingsi, were incorporated on December 8, 2004, January 27, 2003 and August 3, 2005, respectively. From time to time, we refer to themcollectively as the “ PRC Operating Entities ”.Shanghai Borongdingsi is owned 51% by Beijing CNET Online. Beijing CNET Online and Shanghai Borongdingsi entered into a cooperationagreement in June 2008, followed up with a supplementary agreement in December 2008, to conduct e-banking advertisement business. The business isbased on an e-banking cooperation agreement between Shanghai Borongdingsi and Henan provincial branch of China Construction Bank which allowsShanghai Borongdingsi or its designated party to conduct in-door advertisement business within the business outlets throughout Henan Province. The e-banking cooperation agreement has a term of eight years starting August 2008. However, Shanghai Borongdingsi was not able to conduct the advertisementas a stand-alone business due to the lack of an advertisement business license and supporting financial resources. Pursuant to the aforementioned cooperationagreements, Beijing CNET Online committed to purchase equipment, and to provide working capital, technical and other related support to ShanghaiBorongdingsi. Beijing CNET Online owns the equipment used in the kiosk business, is entitled to sign contracts in its name on behalf of the business, andholds the right to collect the advertisement revenue generated from the kiosk business exclusively until the recovery of the cost of purchase of theequipment. Thereafter, Beijing CNET Online has agreed to distribute 49% of the succeeding net profit generated from the e-banking advertising business, ifany, to the minority shareholders of Shanghai Borongdingsi.RestructuringIn October 2008, a restructuring plan was developed (the “Restructuring”). The Restructuring was accomplished in two steps. The first step was forRise King WFOE to acquire control over Business Opportunity Online and Beijing CNET Online (collectively the “PRC Operating Subsidiaries”) byentering into a series of contracts (the “Contractual Agreements”), which enabled Rise King WFOE to operate the business and manage the affairs of the PRCOperating Subsidiaries. Both of the PRC Operating Subsidiaries at that time and currently are owned by Messrs. Handong Cheng, Xuanfu Liu and Ms. Li Sun(the “PRC Shareholders”). Messrs. Cheng and Liu, are now our Chief Executive Officer and Chief Operating Officer, respectively. After the PRCRestructuring was consummated, the second step was for China Net to enter into and complete a transaction with a U.S. public reporting company, wherebythat company would acquire China Net, China Net HK and Rise King WFOE, and control the PRC Operating Subsidiaries (the “China Net Companies”). 19Legal Structure of the PRC Restructuring The PRC Restructuring was consummated in a manner so as not to violate PRC laws relating to restrictions on foreign ownership of businesses incertain industries in the PRC and the PRC M&A regulations.The Foreign Investment Industrial Guidance Catalogue jointly issued by the Ministry of Commerce (“MOFCOM”) and the National Developmentand Reform Commission in 2007 classified various industries/business into three different categories: (i) encouraged for foreign investment, (ii) restricted toforeign investment, and (iii) prohibited from foreign investment. For any industry/business not covered by any of these three categories, they will be deemedindustries/business permitted to have foreign investment. Except for those expressly provided restrictions, encouraged and permitted industries/business areusually open to foreign investment and ownership. With regard to those industries/business restricted to or prohibited from foreign investment, there isalways a limitation on foreign investment and ownership.The business of the PRC Operating Subsidiaries falls under the class of a business that provides Internet content or information services, a type ofvalue added telecommunication services, for which restrictions upon foreign ownership apply, which means Rise King WFOE is not allowed to do thebusiness the PRC Operating Subsidiaries companies are currently pursuing. Advertising business is open to foreign investment but one of the requirements isthat the foreign investors of a WFOE shall have been carrying out advertising business for over three years pursuant to the Foreign Investment AdvertisingMeasures as amended by MOFCOM and the State Administration of Industry and Commerce (“ SAIC ”) on August 22, 2008. Rise King WFOE is not allowedto engage in the advertising business because its shareholder, China Net HK, does not meet such requirements. In order to control the business andoperations of the PRC Operating Subsidiaries, and consolidate the financial results of the two companies in a manner that does not violate current PRC laws,Rise King WFOE executed the Contractual Agreements with the PRC Shareholders and each of the PRC Operating Subsidiaries. The Contractual Agreementsallow us through Rise King WFOE to, among other things, secure significant rights to influence the two companies’ business operations, policies andmanagement, approve all matters requiring shareholder approval, and the right to receive 100% of the income earned by the PRC Operating Subsidiaries. Inreturn, Rise King WFOE provides consulting services to the PRC Operating Subsidiaries. In addition, to ensure that the PRC Operating Subsidiaries and thePRC Shareholders perform their obligations under the Contractual Arrangements, the PRC Shareholders have pledged to Rise King WFOE all of their equityinterests in the PRC Operating Subsidiaries. They have also entered into an option agreement with Rise King WFOE which provides that at such time thatcurrent restrictions under PRC law on foreign ownership of Chinese companies engaging in the Internet content or information services in China are lifted,Rise King WFOE may exercise its option to purchase the equity interests in the PRC Operating Subsidiaries directly.Each of the PRC Shareholders entered into a share transfer agreement (the “Share Transfer Agreement”) with Mr. Yang Li, the sole shareholder ofRise King BVI, which is a 55% shareholder of China Net. The PRC Shareholders have been granted the incentive options for the contributions that they havemade and will continue to make to Rise King BVI. Under the Share Transfer Agreements Mr. Li granted to each of the PRC Shareholders an option to acquire,in the aggregate 10,000 shares of Rise King BVI, representing 100% of the issued and outstanding shares of Rise King BVI, provided that certain financialperformance thresholds were met by the China Net. The Share Transfer Agreement was formalized and entered into on April 28, 2009. Subject to registeringwith the State Administration of Foreign Exchange (“SAFE”) prior to the exercise and issuance of the Option Shares under the Share Transfer Agreements,which is an administrative task, there is no prohibition under PRC laws for the PRC Shareholders to earn an interest in Rise King BVI after the PRCRestructuring is consummated in compliance with PRC law.Pursuant to the Share Transfer Agreement, the Option Shares vest and become exercisable in one-third increments upon the China Net Companiesattaining consolidated gross revenue performance targets for fiscal 2009, the six month period ended June 30, 2010 and the six month period endedDecember 31, 2010 of RMB 100 million, RMB 60 million and RMB 60 million. If the China Net Companies achieve the performance targets the exerciseprice will be $1.00 per share. If the targets are not met, the exercise price shall increase to $2.00 per shares. Therefore, as of February 14, 2011, 100% of theOption Shares will be exercisable. 20Accounting Treatment of the RestructuringThe Restructuring is accounted for as a transaction between entities under common control in a manner similar to pooling of interests, with noadjustment to the historical basis of the assets and liabilities of the PRC Operating Subsidiaries. The operations of the Entities are consolidated as if thecurrent corporate structure had been in existence throughout the period presented in the audited financial statements. The Restructuring is accounted for inthis manner because pursuant to an Entrustment Agreement dated June 5, 2009 (the “Entrustment Agreement”) between Rise King BVI and the PRCShareholders, Rise King BVI granted to the PRC Shareholders, on a collective basis, managerial control over each of the China Net Companies by delegatingto the PRC Shareholders its shareholder rights, including the right to vote, and its rights to designate management of the China Net Company. TheEntrustment Agreement, together with the Contractual Arrangements, demonstrates the ability of the PRC Shareholders to continue to control BusinessOpportunity Online and Beijing CNET Online, which are under our common control.Below is a summary of the material terms of the Contractual Agreements.Exclusive Business Cooperation AgreementsPursuant to Exclusive Business Cooperation Agreements entered into by and between Rise King WFOE and each of the PRC Operating Subsidiariesin October 2008, Rise King WFOE has the exclusive right to provide to the PRC Operating Subsidiaries complete technical support, business support andrelated consulting services, which include, among other things, technical services, business consultations, equipment or property leasing, marketingconsultancy and product research. Each PRC Operating Subsidiary has agreed to pay an annual service fee to Rise King WFOE equal to 100% of its auditedtotal amount of operational income each year. Each PRC Operating Subsidiary has also agreed to pay a monthly service fee to Rise King WFOE equal to100% of the net income generated on a monthly basis. The payment and terms of payment are fixed to ensure that Rise King WFOE obtains 100% of the netincome for that month, although adjustments may be made upon approval by Rise King WFOE to provide for operational needs. If at year end, after an auditof the financial statements of any PRC Operating Subsidiary, there is determined to be any shortfall in the payment of 100% of the annual net income, suchPRC Operating Subsidiary must pay such shortfall to Rise King WFOE. Each agreement has a ten-year term, subject to renewal and early termination inaccordance with the terms therein.Exclusive Option AgreementsUnder Exclusive Option Agreements entered into by and among Rise King WFOE, each of the PRC Shareholders, dated as of October 8, 2008, eachof the PRC Shareholders irrevocably granted to Rise King WFOE or its designated person an exclusive option to purchase, to the extent permitted by PRClaw, a portion or all of their respective equity interest in any PRC Operating Subsidiary for a purchase price of RMB 10 or a purchase price to be adjusted tobe in compliance with applicable PRC laws and regulations. Rise King WFOE or its designated person has the sole discretion to decide when to exercise theoption, whether in part or in full. Each of these agreements has a ten-year term, subject to renewal at the election of Rise King WFOE.Equity Pledge AgreementsUnder the Equity Pledge Agreements entered into by and among Rise King WFOE, the PRC Operating Subsidiaries and each of the PRCShareholders, dated as of October 8, 2008, the PRC Shareholders pledge, all of their equity interests in PRC Operating Subsidiaries to guarantee BeijingCNET Online’s performance of its obligations under the Exclusive Business Cooperation Agreement. If Beijing CNET Online or any of the PRC Shareholdersbreaches his/her respective contractual obligations under this agreement, or upon the occurrence of one of the events regarded as an event of default undereach such agreement, Rise King WFOE, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interests. The PRCShareholders of the PRC Operating Subsidiaries agree not to dispose of the pledged equity interests or take any actions that would prejudice Rise KingWFOE's interest, and to notify Rise King WFOE of any events or upon receipt of any notices which may affect Rise King WFOE's interest in the pledge. Eachof the equity pledge agreements will be valid until all the payments due under the Exclusive Business Cooperation Agreement have been fulfilled. 21Irrevocable Powers of AttorneyThe PRC Shareholders have each executed an irrevocable power of attorney, dated as of October 8, 2008, to appoint Rise King WFOE as theirexclusive attorneys-in-fact to vote on their behalf on all PRC Operating Subsidiary matters requiring shareholder approval. The term of each power ofattorney is valid so long as such shareholder is a shareholder of the respective PRC Operating Subsidiary. Share Exchange On June 26, 2009, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”), with (i) ChinaNet BVI, (ii) ChinaNet BVI’sshareholders, Allglad Limited, a British Virgin Islands company (“Allglad”), Growgain Limited, a British Virgin Islands company ("Growgain"), Rise KingInvestments Limited, a British Virgin Islands company (“Rise King BVI”), Star (China) Holdings Limited, a British Virgin Islands company (“Star”), SurplusElegant Investment Limited, a British Virgin Islands company (“Surplus”), Clear Jolly Holdings Limited, a British Virgin Islands company (“ Clear ” andtogether with Allglad, Growgain, Rise King BVI, Star and Surplus, the “ChinaNet BVI Shareholders”), who together own shares constituting 100% of theissued and outstanding ordinary shares of ChinaNet BVI (the “ChinaNet BVI Shares”), and (iii) G. Edward Hancock, the former principal stockholder of theCompany. Pursuant to the terms of the Exchange Agreement, the ChinaNet BVI Shareholders transferred to the Company all of the ChinaNet BVI Shares inexchange for the issuance of 13,790,800 (the “Exchange Shares” ) shares of Common Stock (the “Share Exchange”). As a result of the Share Exchange,ChinaNet BVI became a wholly owned subsidiary of the Company and the Company is now a holding company, which through certain contractualarrangements with operating companies in the PRC, is engaged in providing advertising, marketing and communication services to small and mediumcompanies in China. Immediately prior to the Share Exchange, we cancelled and retired 4,400,000 shares of our issued and outstanding Common Stock (the “CancelledShares”) (reducing our issued and outstanding shares to 1,383,500), and issued 600,000 shares of our Common Stock in the aggregate to certain third partiesin consideration for services rendered (resulting in 1,983,500 shares of issued and outstanding Common Stock immediately prior to the Share Exchange). Acash amount of $300,000, previously deposited by us into an escrow account was paid to G. Edward Hancock, our former majority shareholder and owner ofthe Cancelled Shares, as consideration for cancelling the Cancelled Shares in connection with the Share Exchange. As a result of the cancellation of theCancelled Shares, the share issuance described above, and the Share Exchange, we had 15,774,300 shares issued and outstanding immediately following theShare Exchange. In connection with the Share Exchange, we entered into a Registration Rights Agreement dated June 26, 2009 with certain of our stockholderssignatory thereto. Pursuant to the Registration Rights Agreement, we agreed to provide those stockholders signatory thereto, for a 90-day period from thedate of signing, piggyback registration rights under the Securities Act on a portion of their shares. In the event that we do not file such registration statementwithin the 90-day period, the stockholders holding a majority of the securities registrable under the Registration Rights Agreement will have a demandregistration right. There are no other penalties or liquidated damages (in securities of the Company, cash or otherwise) as a result of the Company notsuccessfully filing a registration statement within the 90-day period or pursuant to the terms of the demand. Although we timely complied with the filing of aregistration statement as required, due to the SEC’s application of Rule 415, we were cutback certain shares on the registration statement and, as a result, wewere unable to register the shares held by these stockholders. Name Change Prior to July 14, 2009, our company name was Emazing Interactive, Inc. On July 14, 2009, the Company caused to be formed a corporation underthe laws of the State of Nevada called ChinaNet Online Holdings, Inc. (the "Merger Sub") and acquired one hundred shares of its common stock for cash. Assuch, Merger Sub was merged with and into the Company. As a result of the merger, the separate existence of the Merger Sub ceased. As a further result ofthe merger, our corporate name was changed to “ChinaNet Online Holdings, Inc.” We are the surviving corporation in the merger and, except for the namechange provided for in the Agreement and Plan of Merger, there was no change in our directors, officers, capital structure or business. 22 2009 Financing On August 21, 2009 (the “Closing Date”), we entered into a securities purchase agreement (the “Purchase Agreement”), with several investors,including institutional, accredited and non-US persons and entities (the “ Investors ”), pursuant to which we sold units, comprised of 10% Series AConvertible Preferred Stock, par value $.001 per share (the “Series A Preferred Stock”), and two series of warrants, for a purchase price of $2.50 per unit andgross proceeds of approximately $10.3 million (the “Financing”). Net proceeds from the Financing were approximately $9.5 million. We sold 4,121,600units in the aggregate, which included (i) 4,121,600 shares of our Series A Preferred Stock, (ii) Series A-1 Warrants to purchase 2,060,800 shares of CommonStock at an exercise price of $3.00 per share with a three-year term, and (ii) Series A-2 Warrants to purchase 2,060,800 shares of Common Stock at an exerciseprice of $3.75 with a five-year term. In connection with the Financing, we issued to TriPoint Global Equities, LLC warrants to purchase 329,728 shares of ourCommon Stock at an exercise price of $2.50 per share, 164,864 at an exercise price of $3.00 and 164,864 at an exercise price of $3.75. The warrants expire onAugust 20, 2014. In connection with the Financing, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors in whichwe agreed to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register the CommonStock underlying the Series A Preferred Stock, the Series A-1 Warrants and the Series A-2 Warrants (the “Registrable Securities) , thirty (30) days after theclosing of the Financing. All of the Registrable Securities were registered on a Registration Statement of Form S-1 (Reg. No. 333-162038), which wenteffective on December 31, 2009. We are required to keep the Registration Statement continuously effective under the Securities Act until such date as is theearlier of the date when all of the securities covered by that registration statement have been sold or the date on which such securities may be sold withoutany restriction pursuant to Rule 144 (the “Financing Effectiveness Period”). In connection with the Financing, we entered into a securities escrow agreement with the Investors (the “Escrow Agreement”), pursuant to whichRise King Investment Limited, a British Virgin Islands company (the “Principal Stockholder”), initially placed 2,558,160 shares of Common Stock (the“Escrow Shares”) into an escrow account. Of the Escrow Shares, 1,279,080 shares (equivalent to 50% of the Escrow Shares) are being held as security for theachievement of audited net income equal to or greater than $7.7 million for the fiscal year 2009 (the “2009 Performance Threshold”) and the remaining1,279,080 of the Escrow Shares are being held as security for the achievement of audited net income equal to or greater than $14 million for the fiscal year2010 (the “2010 Performance Threshold”).If we achieve at least 95% of the applicable Performance Threshold, all of the Escrow Shares for the corresponding fiscal year shall be returned to thePrincipal Stockholder. If we achieve less than 95% of the applicable Performance Threshold, the Investors shall receive in the aggregate, on a pro rata basis(based upon the number of shares of Series A Preferred Stock or Conversion Shares owned by each such Investor as of the date of distribution of the EscrowShares), 63,954 shares of the Escrow Shares for each percentage by which the applicable Performance Threshold was not achieved up to the total number ofEscrow Shares for the applicable fiscal year. Any Escrow Shares not delivered to any Investor because such Investor no longer holds shares of Series APreferred Stock or Conversion Shares shall be returned to the Principal Stockholder.For the purposes of the Escrow Agreement, net income is defined in accordance with US GAAP and reported by us in our audited financialstatements for each of the fiscal years ended 2009 and 2010; provided, however, that net income for each of fiscal years ended 2009 and 2010 shall beincreased by any non-cash charges incurred (i) as a result of the Financing, including without limitation, as a result of the issuance and/or conversion of theSeries A Preferred Stock, and the issuance and/or exercise of the Warrants, (ii) as a result of the release of the Escrow Shares to the Principal Stockholderand/or the Investors, as applicable, pursuant to the terms of the Escrow Agreement, (iii) as a result of the issuance of ordinary shares of the PrincipalStockholder to Messrs. Handong Cheng and Xuanfu Liu and Ms. Li Sun (the “PRC Shareholders”), upon the exercise of options granted to the PRCShareholders by the Principal Stockholder, (iv) as a result of the issuance of warrants to any placement agent and its designees in connection with theFinancing, (v) the exercise of any warrants to purchase Common Stock outstanding and (vi) the issuance under any performance based equity incentive planthat we adopt. 23In addition, we are a party to a Lock-Up Agreement with each of our executive officers and directors (the “Affiliates”), under which the Affiliateshave agreed with not to offer, sell, contract to sell, assign, transfer, hypothecate gift, pledge or grant a security interest in, or other wise dispose of any sharesof our common stock that such Affiliates presently own or may acquire after the Closing Date during the period commencing on the Closing Date andexpiring on the date that is six months following the effective date of the Registration Statement (the “Lock-up Period”), which is June 30, 2010. EachAffiliate further agreed that during the 12-month period following the Lock-up Period, such Affiliate shall not transfer more than one-twelfth (1/12) of suchAffiliate’s holding of Common Stock during any one calendar month.Our net income as adjusted for the purposes of the Escrow Agreement was $8.4 million and therefore we exceeded the 2009 Performance Threshold. EmployeeAs of December 31, 2009, we had 224 full-time employees, 91 of which are in sales and marketing, 53 in operations and support, 23 in managementand administration and 57 in technology and R & D.We are compliant with local prevailing wage, contractor licensing and insurance regulations, and have good relations with our employees.As required by PRC regulations, we participate in various employee benefit plans that are organized by municipal and provincial governments,including pension, work-related injury benefits, maternity insurance, medical and unemployment benefit plans. We are required under PRC laws to makecontributions to the employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximumamount specified by the local government from time to time. Members of the retirement plan are entitled to a pension equal to a fixed proportion of the salaryprevailing at the member ’ s retirement date.Generally we enter into a standard employment contract with our officers and managers for a set period of years and a standard employment contract withother employees for a set period of years. According to these contracts, all of our employees are prohibited from engaging in any activities that compete withour business during the period of their employment with us. Furthermore, the employment contracts with officers or managers include a covenant thatprohibits officers or managers from engaging in any activities that compete with our business for two years after the period of employment.Corporation Information Our principal executive offices are located at No. 3 Min Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC. Our telephonenumber at this address is (86 10) 51600828 and our fax number is (86 10) 51600 328. For more information, see www.chinanet-online.com. ITEM 1A. RISK FACTORS In addition to the other information in this Form 10-K, readers should carefully consider the following important factors. These factors, among others, insome cases have affected, and in the future could affect, our financial condition and results of operations and could cause our future results to differmaterially from those expressed or implied in any forward-looking statements that appear in this on Form 10-K or that we have made or will makeelsewhere. 24 Risks Related to Our Business The recent global economic and financial market crisis has had and may continue to have a negative effect on the market price of our business, andcould have a material adverse effect on our business, financial condition, results of operations and cash flow. The recent global economic and financial market crisis has caused, among other things, a general tightening in the credit markets, lower levels ofliquidity, increases in the rates of default and bankruptcy, lower consumer and business spending, and lower consumer net worth, in the United States, Chinaand other parts of the world. This global economic and financial market crisis has had, and may continue to have, a negative effect on the market price of ourbusiness, the volatility of which has increased as a result of the disruptions in the financial markets. It may also impair our ability to borrow funds or enterinto other financial arrangements if and when additional founds become necessary for our operations. We believe many of our advertisers have also beenaffected by the current economic turmoil. Current or potential advertisers may no longer be in business, may be unable to fund advertising purchases ordetermine to reduce purchases, all of which would lead to reduced demand for our advertising services, reduced gross margins, and increased delays ofpayments of accounts receivable or defaults of payments. We are also limited in our ability to reduce costs to offset the results of a prolonged or severeeconomic downturn given our fixed costs associated with our operations. Therefore, the global economic and financial market crisis could have a materialadverse effect on our business, financial condition, results of operations and cash flow. In addition, the timing and nature of any recovery in the credit andfinancial markets remains uncertain, and there can be no assurance that market conditions will improve in the near future or that our results will not continueto be materially and adversely affected. We have a limited operating history, which may make it difficult to evaluate our business and prospects. We began our Internet advertising service via 28.com in 2003, and entered into the TV production and advertising with China Net TV in May 2008.Both the Internet and TV advertising platforms are targeting SME customers. The SME market in China is still in its early stages. In addition, we started ourbank kiosk advertising service through Shanghai Borongdingsi for financial sector customers in 2008. Accordingly, our limited operating history and theearly stage of development of the markets in which we operate makes it difficult to evaluate the viability and sustainability of our business and its acceptanceby advertisers and consumers. Although our revenues have grown rapidly, we cannot assure you that we will maintain our profitability or that we will notincur net losses in the future. We expect that our operating expenses will increase as we expand. Any significant failure to realize anticipated revenue growthcould result in operating losses. We may be subject to, and may expend significant resources in defending against, government actions and civil suits based on the content and serviceswe provide through our Internet, TV and bank kiosk advertising platforms. PRC advertising laws and regulations require advertisers, advertising operators and advertising distributors, including businesses such as ours, toensure that the content of the advertisements they prepare or distribute is fair, accurate and in full compliance with applicable laws, rules and regulations.Although we comply with the requirements by reviewing the business licenses and the profiles of our clients, clients may post advertisements about businessopportunities that are not legitimate over which we have no control. Violation of these laws, rules or regulations may result in penalties, including fines,confiscation of advertising fees, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleadinginformation. In circumstances involving serious violations, the PRC government may revoke a violator’s license for its advertising business operations.In April 2009, CCTV reported a story that a franchised store advertised on 28.com turned out to be a scam, and the fraud victim asserted she joinedthe store because she trusted the website. Pursuant to the PRC advertising law, Business Opportunity Online as the publisher of advertisement has theobligation to check relevant documents and verify the content of the advertisement. For commercial franchise business in China, a franchiser needs to file anapplication with the MOC or its local branches through the website http://txjy.syggs.mofcom.gov.cn/. When a franchiser issues an advertisement throughBusiness Opportunity Online, Business Opportunity Online checks the business license, the franchiser’s registration form, the trade mark certificate and otherrelevant documents to verify the content of the advertisement. The Internet information services regulations and the anti unfair competition regulations havesimilar requirements for Internet advertisement publishers. Based on the laws and regulations above, it is our view that there is neither any mandatoryrequirement that Business Opportunity Online bear any responsibility for the franchiser’s business activities, nor any valid action or investigation that can bebrought by the consumer or the government against Business Opportunity Online based on the franchiser’s business activities. Nevertheless, the possibilityremains that Business Opportunity Online may be required to assume civil and administrative responsibilities subject to further investigation or enforcementby competent authorities. 25 If advertisers or the viewing public do not accept, or lose interest in, our advertising platforms, our revenues may be negatively affected and ourbusiness may not expand or be successful. The Internet and bank kiosk advertising platforms in China are relatively new and their potential is uncertain. We compete for advertising revenueswith many forms of more established advertising media. Our success depends on the acceptance of our advertising platforms by advertisers and theircontinuing interest in these media as part of their advertising strategies. Our success also depends on the viewing public’s continued receptiveness towardsour advertising models. Advertisers may elect not to use our services if they believe that viewers are not receptive to our platforms or that our platforms donot provide sufficient value as an effective advertising medium. If a substantial number of advertisers lose interest in advertising on our platforms, we will beunable to generate sufficient revenues and cash flows to operate our business, and our financial condition and results of operations would be materially andadversely affected. We operate in the advertising industry, which is particularly sensitive to changes in economic conditions and advertising trends. Demand for advertising resulting advertising spending by our clients, is particularly sensitive to changes in general economic conditions. Forexample, advertising expenditures typically decrease during periods of economic downturn. Advertisers may reduce the money they spend to advertise onour advertising platforms for a number of reasons, including: ·a general decline in economic conditions; ·a decline in economic conditions in the particular cities where we conduct business; ·a decision to shift advertising expenditures to other available less expensive advertising media; and ·a decline in advertising spending in general. A decrease in demand for advertising media in general, and for our advertising services in particular, would materially and adversely affect ourability to generate revenues, and have a material and adverse effect on our financial condition and results of operations. If the Internet and, in particular, Internet marketing are not broadly adopted in China, our ability to generate revenue and sustain profitability fromthe website 28.com could be materially and adversely affected. Our future revenues and profits from our online advertising agency business that we operate through 28.com are dependent in part upon advertisersin China increasingly accepting the use of the Internet as a marketing channel, which is at an early stage in China. Penetration rates for personal computers,the Internet and broadband in China are all relatively low compared to those in more developed countries. Furthermore, many Chinese Internet users are notaccustomed to using the Internet for e-commerce or as a medium for other transactions. Many of our current and potential SME clients have limitedexperience with the Internet as a marketing channel, and have not historically devoted a significant portion of their marketing budgets to the Internetmarketing and promotion. As a result, they may not consider the Internet as effective in promoting their products and services as traditional print andbroadcast media. 26 We face significant competition, and if we do not compete successfully against new and existing competitors, we may lose our market share, and ourprofitability may be adversely affected. Increased competition could reduce our profitability and result in a loss of market share. Some of our existing and potential competitors may havecompetitive advantages, such as significantly greater financial, marketing or other resources, and may successfully mimic and adopt our business models.Moreover, increased competition will provide advertisers with a wider range of media and advertising service alternatives, which could lead to lower pricesand decreased revenues, gross margins and profits. We cannot assure you that we will be able to successfully compete against new or existing competitors. Failure to manage our growth could strain our management, operational and other resources, which could materially and adversely affect our businessand prospects. We have been expanding our operations and plan to continue to expand rapidly in China. To meet the demand of advertisers for a broader coverage,we must continue to expand our platforms by showing our TV productions and advertisements on more television stations, and expanding the bank kioskplatforms in terms of numbers and locations. The continued growth of our business has resulted in, and will continue to result in, substantial demand on ourmanagement, operational and other resources. In particular, the management of our growth will require, among other things: ·increased sales and sales support activities; ·improved administrative and operational systems; ·enhancements to our information technology system; ·stringent cost controls and sufficient working capital; ·strengthening of financial and management controls; and ·hiring and training of new personnel. As we continue this effort, we may incur substantial costs and expend substantial resources. We may not be able to manage our current or futureoperations effectively and efficiently or compete effectively in new markets we enter. If we are not able to manage our growth successfully, our business andprospects would be materially and adversely affected. Key employees are essential to growing our business. Handong Cheng, our chief executive officer and president, Zhige Zhang, our chief financial officer and Xuanfu Liu, our chief operating officer areessential to our ability to continue to grow our business. They have established relationships within the industries in which we operate. If they were to leaveus, our growth strategy might be hindered, which could limit our ability to increase revenue. However, the Company currently has no employmentagreements with key employees. In addition, we face competition for attracting skilled personnel. If we fail to attract and retain qualified personnel to meet current and future needs,this could slow our ability to grow our business, which could result in a decrease in market share. We may need additional capital and we may not be able to obtain it at acceptable terms, or at all, which could adversely affect our liquidity andfinancial position. We may need additional cash resources due to changed business conditions or other future developments. If these sources are insufficient to satisfyour cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The incurrence of indebtedness would result inincreased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. 27 Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including: ·investors’ perception of, and demand for, securities of alternative advertising media companies; ·conditions of the U.S. and other capital markets in which we may seek to raise funds; ·our future results of operations, financial condition and cash flow; ·PRC governmental regulation of foreign investment in advertising service companies in China; ·economic, political and other conditions in China; and ·PRC governmental policies relating to foreign currency borrowings. Our failure to protect our intellectual property rights could have a negative impact on our business. We believe our brand, trade name, copyrights, domain name and other intellectual property are critical to our success. The success of our businessdepends in part upon our continued ability to use our brand, trade names and copyrights to further develop and increase brand awareness. The infringementof our trade names and copyrights could diminish the value of our brand and its market acceptance, competitive advantages or goodwill. In addition, ourinformation and operational systems, which have not been patented or otherwise registered as our property, are a key component of our competitiveadvantage and our growth strategy. Monitoring and preventing the unauthorized use of our intellectual property is difficult. The measures we take to protect our brand, trade names,copyrights, domain name and other intellectual property rights may not be adequate to prevent their unauthorized use by third parties. Furthermore,application of laws governing intellectual property rights in China and abroad is uncertain and evolving, and could involve substantial risks to us. If we areunable to adequately protect our brand, trade names, copyrights, domain name and other intellectual property rights, we may lose these rights and ourbusiness may suffer materially. Further, unauthorized use of our brand, domain name or trade names could cause brand confusion among advertisers and harmour reputation. If our brand recognition decreases, we may lose advertisers and fail in our expansion strategies, and our business, results of operations,financial condition and prospects could be materially and adversely affected. We rely on computer software and hardware systems in managing our operations, the failure of which could adversely affect our business, financialcondition and results of operations. We are dependent upon our computer software and hardware systems in supporting our network and managing and monitoring programs on thenetwork. In addition, we rely on our computer hardware for the storage, delivery and transmission of the data on our network. Any system failure thatinterrupts the input, retrieval and transmission of data or increases the service time could disrupt our normal operation. Any failure in our computer softwareor hardware systems could decrease our revenues and harm our relationships with advertisers and consumers, which in turn could have a material adverseeffect on our business, financial condition and results of operations. We have limited insurance coverage. The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited insurance products. We havedetermined that the risks of disruption or liability from our business, the loss or damage to our property, including our facilities, equipment and officefurniture, the cost of insuring for these risks, and the difficulties associated with acquiring such insurance on commercially reasonable terms make itimpractical for us to have such insurance. As a result, we do not have any business liability, disruption, litigation or property insurance coverage for ouroperations in China except for insurance on some company owned vehicles. Any uninsured occurrence of loss or damage to property, or litigation or businessdisruption may result in the incurrence of substantial costs and the diversion of resources, which could have an adverse effect on our operating results. 28 If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations,result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to loseconfidence in our reported financial information and have a negative effect on the market price for shares of our Common Stock. Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We maintain a system of internalcontrol over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal financialofficer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptedaccounting principles. As a public company, we will have significant additional requirements for enhanced financial reporting and internal controls. We are required todocument and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requiresannual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent registered publicaccounting firm addressing these assessments. However, recent changes to the rules of the Securities and Exchange Commission have delayed therequirement for inclusion of such auditor attestation report in our annual report for the year ended December 31, 2009 until we file our annual report for the2010 fiscal year. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react tochanges in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that isadequate to satisfy our reporting obligations as a public company. We cannot assure you that we will not, in the future, identify areas requiring improvement in our internal control over financial reporting. Wecannot assure you that the measures we will take to remediate any areas in need of improvement will be successful or that we will implement and maintainadequate controls over our financial processes and reporting in the future as we continue our growth. If we are unable to establish appropriate internalfinancial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements,harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have anegative effect on the market price for shares of our Common Stock. Lack of experience as officers of publicly traded companies of our management team may hinder our ability to comply with Sarbanes-Oxley Act. It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by theSarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance staff or consultants in order to develop andimplement appropriate internal controls and reporting procedures. If we are unable to comply with the Sarbanes-Oxley Act’s internal controls requirements,we may not be able to obtain the independent auditor certifications that Sarbanes-Oxley Act requires publicly traded companies to obtain. We will incur increased costs as a result of being a public company. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, theSarbanes-Oxley Act, as well as new rules subsequently implemented by the SEC, has required changes in corporate governance practices of publiccompanies. We expect these new rules and regulations to increase our legal, accounting and financial compliance costs and to make certain corporateactivities more time-consuming and costly. In addition, we will incur additional costs associated with our public company reporting requirements. We arecurrently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we mayincur or the timing of such costs. 29 Risks Relating to Regulation of Our Business and to Our Structure If the PRC government finds that the agreements that establish the structure for operating our China business do not comply with PRC governmentalrestrictions on foreign investment in the advertising industry, we could be subject to severe penalties. All of our operations are conducted through the PRC Operating Entities (as defined below), and through our contractual agreements (as definedbelow) with each of our PRC Operating Subsidiaries (as defined below) in China. PRC regulations require any foreign entities that invest in the advertisingservices industry to have at least two years of direct operations in the advertising industry outside of China. Since December 10, 2005, foreign investors havebeen allowed to own directly 100% of PRC companies operating an advertising business if the foreign entity has at least three years of direct operations inthe advertising business outside of China or less than 100% if the foreign investor has at least two years of direct operations in the advertising industryoutside of China. We do not currently directly operate an advertising business outside of China and cannot qualify under PRC regulations any earlier thantwo or three years after we commence any such operations outside of China or until we acquire a company that has directly operated an advertising businessoutside of China for the required period of time. Our PRC Operating Subsidiaries hold the requisite licenses to provide advertising services in China. OurPRC Operating Subsidiaries directly operate our advertising network. We have been and are expected to continue to be dependent on these PRC OperatingSubsidiaries to operate our advertising business for the foreseeable future. We have entered into Contractual Agreements with the PRC OperatingSubsidiaries, pursuant to which we, through Rise King WFOE, provide technical support and consulting services to the PRC Operating Subsidiaries. Inaddition, we have entered into agreements with our PRC Operating Subsidiaries and each of their shareholders which provide us with the substantial abilityto control these affiliates. If we, our existing or future PRC Operating Subsidiaries or the PRC Operating Entities are found to be in violation of any existing or future PRClaws or regulations or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities, including the StateAdministration for Industry and Commerce, or SAIC, which regulates advertising companies, would have broad discretion in dealing with such violations,including: ·revoking the business and operating licenses of Rise King WFOE and/or the PRC Operating Subsidiaries; ·discontinuing or restricting the operations of Rise King WFOE and/or the PRC Operating Subsidiaries; ·imposing conditions or requirements with which we, Rise King WFOE and/or our PRC Operating Subsidiaries may not be able to comply; ·requiring us or Rise King WFOE and/or PRC Operating Subsidiaries to restructure the relevant ownership structure or operations; or ·restricting or prohibiting our use of the proceeds of this offering to finance our business and operations in China. The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business. We rely on contractual arrangements with the PRC Operating Subsidiaries and their shareholders for our China operations, which may not be aseffective in providing operational control as direct ownership. We rely on contractual arrangements with our PRC Operating Subsidiaries and their shareholders to operate our advertising business. Thesecontractual arrangements may not be as effective in providing us with control over the PRC Operating Subsidiaries as direct ownership. If we had directownership of the PRC Operating Subsidiaries, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of thosecompanies, which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level. However, under the currentcontractual arrangements, as a legal matter, if the PRC Operating Subsidiaries or any of their subsidiaries and shareholders fail to perform its or theirrespective obligations under these contractual arrangements, we may have to incur substantial costs and resources to enforce such arrangements, and rely onlegal remedies under PRC laws, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you to beeffective. Accordingly, it may be difficult for us to change our corporate structure or to bring claims against the PRC Operating Subsidiaries if they do notperform their obligations under its contracts with us or if any of the PRC citizens who hold the equity interest in the PRC Operating Subsidiaries do notcooperate with any such actions. 30 Many of these contractual arrangements are governed by PRC laws and provide for the resolution of disputes through either arbitration or litigationin the PRC. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRClegal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in thePRC legal system could limit our ability to enforce these contractual arrangements. In the event we are unable to enforce these contractual arrangements, wemay not be able to exert effective control over our operating entities, and our ability to conduct our business may be negatively affected. Contractual arrangements we have entered into among the PRC Operating Subsidiaries may be subject to scrutiny by the PRC tax authorities and afinding that we owe additional taxes or are ineligible for our tax exemption, or both, could substantially increase our taxes owed, and reduce our netincome and the value of your investment. Under PRC law, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. If any of thetransactions we have entered into among our subsidiaries and affiliated entities are found not to be on an arm’s-length basis, or to result in an unreasonablereduction in tax under PRC law, the PRC tax authorities have the authority to disallow our tax savings, adjust the profits and losses of our respective PRCentities and assess late payment interest and penalties. If any of our PRC Operating Subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict their ability topay dividends or make other distributions to us. In addition, the PRC tax authorities may require us to adjust our taxable income under the contractualarrangements with the PRC Operating Entities we currently have in place in a manner that would materially and adversely affect the PRC Operating Entities’ability to pay dividends and other distributions to us. Furthermore, relevant PRC laws and regulations permit payments of dividends by the PRC OperatingEntities only out of their retained earnings, if any, determined in accordance with PRC accounting standards and regulations. Under PRC laws andregulations, each of the PRC Operating Entities is also required to set aside a portion of its net income each year to fund specific reserve funds. These reservesare not distributable as cash dividends. In addition, subject to certain cumulative limits, the statutory general reserve fund requires annual appropriations of10% of after-tax income to be set aside prior to payment of dividends. As a result of these PRC laws and regulations, the PRC Operating Entities are restrictedin their ability to transfer a portion of their net assets to us whether in the form of dividends, loans or advances. Any limitation on the ability of the PRCOperating Entities to pay dividends to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficialto our businesses, pay dividends, or otherwise fund and conduct our business. 31 Risks Associated With Doing Business In China There are substantial risks associated with doing business in China, as set forth in the following risk factors. Our operations and assets in China are subject to significant political and economic uncertainties. Changes in PRC laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, importsand sources of supply, devaluations of currency or the nationalization or other expropriation of private enterprises could have a material adverse effect on ourbusiness, results of operations and financial condition. Under its current leadership, the Chinese government has been pursuing economic reform policies thatencourage private economic activity and greater economic decentralization. There is no assurance, however, that the Chinese government will continue topursue these policies, or that it will not significantly alter these policies from time to time without notice. We derive a substantial portion of ours sales from China. Substantially all of our sales are generated from China. We anticipate that sales of our products in China will continue to represent a substantialproportion of our total sales in the near future. Any significant decline in the condition of the PRC economy could adversely affect consumer demand of ourproducts, among other things, which in turn would have a material adverse effect on our business and financial condition. Currency fluctuations and restrictions on currency exchange may adversely affect our business, including limiting our ability to convert ChineseRenminbi into foreign currencies and, if Chinese Renminbi were to decline in value, reducing our revenue in U.S. dollar terms. Our reporting currency is the U.S. dollar and our operations in China use their local currency as their functional currencies. Substantially all of ourrevenue and expenses are in Chinese Renminbi. We are subject to the effects of exchange rate fluctuations with respect to any of these currencies. Forexample, the value of the Renminbi depends to a large extent on Chinese government policies and China’s domestic and international economic andpolitical developments, as well as supply and demand in the local market. Since 1994, the official exchange rate for the conversion of Renminbi to the U.S.dollar had generally been stable and the Renminbi had appreciated slightly against the U.S. dollar. However, on July 21, 2005, the Chinese governmentchanged its policy of pegging the value of Chinese Renminbi to the U.S. dollar. Under the new policy, Chinese Renminbi may fluctuate within a narrow andmanaged band against a basket of certain foreign currencies. As a result of this policy change, Chinese Renminbi appreciated approximately 2.5% against theU.S. dollar in 2005 and 3.3% in 2006. It is possible that the Chinese government could adopt a more flexible currency policy, which could result in moresignificant fluctuation of Chinese Renminbi against the U.S. dollar. We can offer no assurance that Chinese Renminbi will be stable against the U.S. dollar orany other foreign currency. The income statements of our operations are translated into U.S. dollars at the average exchange rates in each applicable period. To the extent theU.S. dollar strengthens against foreign currencies, the translation of these foreign currencies denominated transactions results in reduced revenue, operatingexpenses and net income for our international operations. Similarly, to the extent the U.S. dollar weakens against foreign currencies, the translation of theseforeign currency denominated transactions results in increased revenue, operating expenses and net income for our international operations. We are alsoexposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign subsidiaries into U.S. dollars in consolidation. If there is achange in foreign currency exchange rates, the conversion of the foreign subsidiaries’ financial statements into U.S. dollars will lead to a translation gain orloss which is recorded as a component of other comprehensive income. In addition, we have certain assets and liabilities that are denominated in currenciesother than the relevant entity’s functional currency. Changes in the functional currency value of these assets and liabilities create fluctuations that will leadto a transaction gain or loss. We have not entered into agreements or purchased instruments to hedge our exchange rate risks, although we may do so in thefuture. The availability and effectiveness of any hedging transaction may be limited and we may not be able to successfully hedge our exchange rate risks. 32Although Chinese governmental policies were introduced in 1996 to allow the convertibility of Chinese Renminbi into foreign currency for currentaccount items, conversion of Chinese Renminbi into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires theapproval of the State Administration of Foreign Exchange, or SAFE, which is under the authority of the People’s Bank of China. These approvals, however,do not guarantee the availability of foreign currency conversion. We cannot be sure that we will be able to obtain all required conversion approvals for ouroperations or that Chinese regulatory authorities will not impose greater restrictions on the convertibility of Chinese Renminbi in the future. Because asignificant amount of our future revenue may be in the form of Chinese Renminbi, our inability to obtain the requisite approvals or any future restrictions oncurrency exchanges could limit our ability to utilize revenue generated in Chinese Renminbi to fund our business activities outside of China, or to repayforeign currency obligations, including our debt obligations, which would have a material adverse effect on our financial condition and results of operations We may have limited legal recourse under PRC laws if disputes arise under our contracts with third parties. The Chinese government has enacted laws and regulations dealing with matters such as corporate organization and governance, foreign investment,commerce, taxation and trade. However, their experience in implementing, interpreting and enforcing these laws and regulations is limited, and our ability toenforce commercial claims or to resolve commercial disputes is unpredictable. If our new business ventures are unsuccessful, or other adverse circumstancesarise from these transactions, we face the risk that the parties to these ventures may seek ways to terminate the transactions, or, may hinder or prevent us fromaccessing important information regarding the financial and business operations of these acquired companies. The resolution of these matters may be subjectto the exercise of considerable discretion by agencies of the Chinese government, and forces unrelated to the legal merits of a particular matter or dispute mayinfluence their determination. Any rights we may have to specific performance, or to seek an injunction under PRC law, in either of these cases, are severelylimited, and without a means of recourse by virtue of the Chinese legal system, we may be unable to prevent these situations from occurring. The occurrenceof any such events could have a material adverse effect on our business, financial condition and results of operations. We must comply with the Foreign Corrupt Practices Act. We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S. companies from engaging in bribery or otherprohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some of our competitors, are notsubject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in mainland China. If ourcompetitors engage in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage insecuring business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage. Although weinform our personnel that such practices are illegal, we can not assure you that our employees or other agents will not engage in such conduct for which wemight be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties. Changes in foreign exchange regulations in the PRC may affect our ability to pay dividends in foreign currency or conduct other foreign exchangebusiness. The Renminbi is not a freely convertible currency currently, and the restrictions on currency exchanges may limit our ability to use revenuesgenerated in Renminbi to fund our business activities outside the PRC or to make dividends or other payments in United States dollars. The PRC governmentstrictly regulates conversion of Renminbi into foreign currencies. Over the years, foreign exchange regulations in the PRC have significantly reduced thegovernment’s control over routine foreign exchange transactions under current accounts. In the PRC, the State Administration for Foreign Exchange, or theSAFE, regulates the conversion of the Renminbi into foreign currencies. Pursuant to applicable PRC laws and regulations, foreign invested enterprisesincorporated in the PRC are required to apply for “Foreign Exchange Registration Certificates.” Currently, conversion within the scope of the “currentaccount” (e.g. remittance of foreign currencies for payment of dividends, etc.) can be effected without requiring the approval of SAFE. However, conversionof currency in the “capital account” (e.g. for capital items such as direct investments, loans, securities, etc.) still requires the approval of SAFE. 33 Recent PRC regulations relating to mergers and acquisitions of domestic enterprises by foreign investors may increase the administrative burden weface and create regulatory uncertainties. On August 8, 2006, the Ministry of Commerce (the “MOC”), joined by the China Securities Regulatory Commission (the “CSRC”), State-ownedAssets Supervision and Administration Commission of the State Council (the “SASAC”), the State Administration of Taxation (the “SAT”), the StateAdministration of Industry and Commerce (the “SAIC”), and SAFE, jointly promulgated a rule entitled the Provisions Regarding Mergers and Acquisitions ofDomestic Enterprises by Foreign Investors (the “M&A Rules”), which took effect as of September 8, 2006. This new regulation, among other things, hascertain provisions that require SPVs formed for the purpose of acquiring PRC domestic companies and controlled by PRC individuals, to obtain the approvalof the CSRC prior to publicly listing their securities on an overseas stock market. However, the new regulation does not expressly provide that approval fromthe CSRC is required for the offshore listing of a Special Purpose Vehicle or the SPV which acquires, directly or indirectly, equity interest or shares ofdomestic PRC entities held by domestic companies or individuals by cash payment, nor does it expressly provide that approval from CSRC is not requiredfor the offshore listing of a SPV which has fully completed its acquisition of equity interest of domestic PRC equity prior to September 8, 2006. OnSeptember 21, 2006, the CSRC published on its official website a notice specifying the documents and materials that are required to be submitted forobtaining CSRC approval. It is not clear whether the provisions in the new regulation regarding the offshore listing and trading of the securities of a SPV applies to an offshorecompany such as us which owns controlling contractual interest in the PRC Operating Entities. We believe that the M&A Rules and the CSRC approval arenot required in the context of the share exchange under our transaction because (i) such share exchange is a purely foreign related transaction governed byforeign laws, not subject to the jurisdiction of PRC laws and regulations; (ii) we are not a SPV formed or controlled by PRC companies or PRC individuals;and (iii) we are owned or substantively controlled by foreigners. However, we cannot be certain that the relevant PRC government agencies, including theCSRC, would reach the same conclusion, and we still cannot rule out the possibility that CSRC may deem that the transactions effected by the shareexchange circumvented the new M&A rules, the PRC Securities Law and other rules and notices. If the CSRC or another PRC regulatory agency subsequently determines that the CSRC’s approval is required for the transaction, we may facesanctions by the CSRC or another PRC regulatory agency. If this happens, these regulatory agencies may impose fines and penalties on our operations in thePRC, limit our operating privileges in the PRC, delay or restrict the repatriation of the proceeds from this offering into the PRC, restrict or prohibit paymentor remittance of dividends to us or take other actions that could have a material adverse effect on our business, financial condition, results of operations,reputation and prospects, as well as the trading price of our shares. The CSRC or other PRC regulatory agencies may also take actions requiring us, or makingit advisable for us, to delay or cancel the transaction. The M&A Rules, along with foreign exchange regulations discussed in the above subsection, will be interpreted or implemented by the relevantgovernment authorities in connection with our future offshore financings or acquisitions, and we cannot predict how they will affect our acquisition strategy.For example, our operating companies’ ability to remit dividends to us, or to engage in foreign-currency-denominated borrowings, may be conditioned uponcompliance with the SAFE registration requirements by such Chinese domestic residents, over whom we may have no control. In addition, such Chinesedomestic residents may be unable to complete the necessary approval and registration procedures required by the SAFE regulations. Such uncertainties mayrestrict our ability to implement our acquisition strategy and adversely affect our business and prospects. The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. China only recently has permitted provincial and local economic autonomy and private economic activities, and, as a result, we are dependent onour relationship with the local government in the province in which we operate our business. Chinese government has exercised and continues to exercisesubstantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may beharmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and othermatters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central orlocal governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additionalexpenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future,including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variationsin the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could requireus to divest ourselves of any interest we then hold in Chinese properties. 34 Future inflation in China may inhibit our activity to conduct business in China. In recent years, the Chinese economy has experienced periods of rapid expansion and high rates of inflation. These factors have led to the adoptionby Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and containinflation. High inflation may in the future cause Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibiteconomic activity in China, and thereby harm the market for our products. We may have difficulty establishing adequate management, legal and financial controls in the PRC. We may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the PRC. As a result of these factors, we mayexperience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of accountand corporate records and instituting business practices that meet Western standards. We may have difficulty establishing adequate management, legal andfinancial controls in the PRC. You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based on UnitedStates or other foreign laws against us and our management. We conduct substantially all of our operations in China and substantially all of our assets are located in China. In addition, some of our directors andexecutive officers reside within China. As a result, it may not be possible to effect service of process within the United States or elsewhere outside China uponsome of our directors and senior executive officers, including with respect to matters arising under U.S. federal securities laws or applicable state securitieslaws. It would also be difficult for investors to bring an original lawsuit against us or our directors or executive officers before a Chinese court based on U.S.federal securities laws or otherwise. Moreover, China does not have treaties with the United States or many other countries providing for the reciprocalrecognition and enforcement of judgment of courts. New PRC enterprise income tax law could adversely affect our business and our net income. On March 16, 2007, the National People’s Congress of the PRC passed the new Enterprise Income Tax Law (or EIT Law), which took effect on ofJanuary 1, 2008. The new EIT Law imposes a unified income tax rate of 25.0% on all companies established in China. Under the EIT Law, an enterpriseestablished outside of the PRC with “de facto management bodies” within the PRC is considered as a resident enterprise and will normally be subject to theenterprise income tax at the rate of 25.0% on its global income. The new EIT Law, however, does not define the term “de facto management bodies.” If thePRC tax authorities subsequently determine that we should be classified as a resident enterprise, then our global income will be subject to PRC income tax ata tax rate of 25.0%. With the introduction of the EIT Law, China has resumed imposition of a withholding tax (10.0% in the absence of a bilateral tax treaty or newdomestic regulation reducing such withholding tax rate to a lower rate). Per the Double Tax Avoidance Arrangement between Hong Kong and MainlandChina, a Hong Kong company as the investor, which is considered a “non-resident enterprise” under the EIT Law, may enjoy the reduced withholding taxrate of 5% if it holds more than 25% equity interest in its PRC subsidiary. As China Net HK is the sole shareholder of Rise King WFOE, substantially all ofour income will derive from dividends we receive from Rise King WFOE through China Net HK. When we declare dividends from the income in the PRC, wecan not assure whether such dividends may be taxed at a reduced withholding tax rate of 5% per the Double Tax Avoidance Arrangement between HongKong and Mainland China as the PRC tax authorities may regard our China Net HK as a shell company formed only for tax purposes and still deem Rise KingWFOE in the PRC as the subsidiary directly owned by us. Based on the Notice on Certain Issues with respect to the Enforcement of Dividend Provisions inTax Treaties, issued on February 20, 2009 by the State Administration of Taxation, if the relevant PRC tax authorities determine, in their discretion, that acompany benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust thepreferential tax treatment. 35 Investors should note that the new EIT Law provides only a framework of the enterprise tax provisions, leaving many details on the definitions ofnumerous terms as well as the interpretation and specific applications of various provisions unclear and unspecified. Any increase in our tax rate in the futurecould have a material adverse effect on our financial conditions and results of operations. Under the new EIT Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in unfavorable tax consequencesto us and holders of our securities. Under the new EIT Law, an enterprise established outside of China with its “de facto management body” in China is considered a “residententerprise,” meaning that it can be treated the same as a Chinese enterprise for enterprise income tax purposes. The implementing rules of the new EIT Lawdefines “de facto management body” as an organization that exercises “substantial and overall management and control over the production and operations,personnel, accounting, and properties” of an enterprise. Currently no interpretation or application of the new EIT Law and its implementing rules is available,therefore it is unclear how tax authorities will determine tax residency based on the facts of each case. If the PRC tax authorities determine that China Net is a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRCtax consequences could follow. First, we will be subject to enterprise income tax at a rate of 25% on our worldwide income as well as PRC enterprise incometax reporting obligations. This would mean that income such as interest on offering proceeds and other non-China source income would be subject to PRCenterprise income tax at a rate of 25%. Second, although under the new EIT Law and its implementing rules dividends paid to us by our PRC subsidiarieswould qualify as “tax-exempt income,” we cannot guarantee that such dividends will not be subject to a 10% withholding tax, as the PRC foreign exchangecontrol authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities thatare treated as resident enterprises for PRC enterprise income tax purposes. Finally, a 10% withholding tax will be imposed on dividends we pay to our non-PRC shareholders. Our Chinese operating companies are obligated to withhold and pay PRC individual income tax in respect of the salaries and other income received bytheir employees who are subject to PRC individual income tax. If they fail to withhold or pay such individual income tax in accordance with applicablePRC regulations, they may be subject to certain sanctions and other penalties, which could have a material adverse impact on our business. Under PRC laws, Rise King WFOE and the PRC Operating Subsidiaries will be obligated to withhold and pay individual income tax in respect ofthe salaries and other income received by their employees who are subject to PRC individual income tax. Such companies may be subject to certain sanctionsand other liabilities under PRC laws in case of failure to withhold and pay individual income taxes for its employees in accordance with the applicable laws. In addition, the SAT has issued several circulars concerning employee stock options. Under these circulars, employees working in the PRC (whichcould include both PRC employees and expatriate employees subject to PRC individual income tax) are required to pay PRC individual income tax inrespect of their income derived from exercising or otherwise disposing of their stock options. Our PRC entities will be obligated to file documents related toemployee stock options with relevant tax authorities and withhold and pay individual income taxes for those employees who exercise their stock options.While tax authorities may advise us that our policy is compliant, they may change their policy, and we could be subject to sanctions. 36 Because Chinese laws will govern almost all of our business’ material agreements, we may not be able to enforce our rights within the PRC orelsewhere, which could result in a significant loss of business, business opportunities or capital. The Chinese legal system is similar to a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legalcases have little precedential value. Although legislation in the PRC over the past 25 years has significantly improved the protection afforded to variousforms of foreign investment and contractual arrangements in the PRC, these laws, regulations and legal requirements are relatively new. Due to the limitedvolume of published judicial decisions, their non-binding nature, the short history since their enactments, the discrete understanding of the judges orgovernment agencies of the same legal provision, inconsistent professional abilities of the judicators, and the inclination to protect local interest in the courtrooms, interpretation and enforcement of PRC laws and regulations involve uncertainties, which could limit the legal protection available to us, and foreigninvestors, including you. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business,business opportunities or capital and could have a material adverse impact on our business, prospects, financial condition, and results of operations. Inaddition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) thatmay have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until some time after the violation. In addition, anylitigation in the PRC, regardless of outcome, may be protracted and result in substantial costs and diversion of resources and management attention. Risks Related to our Securities Insiders have substantial control over us, and they could delay or prevent a change in our corporate control even if our other stockholders wanted it tooccur. Our executive officers, directors, and principal stockholders hold approximately 80% of our outstanding Common Stock. Accordingly, thesestockholders are able to control all matters requiring stockholder approval, including the election of directors and approval of significant corporatetransactions. This could delay or prevent an outside party from acquiring or merging with us even if our other stockholders wanted it to occur. There may not be sufficient liquidity in the market for our securities in order for investors to sell their securities. There is currently only a limited public market for our Common Stock and there can be no assurance that a trading market will develop further or bemaintained in the future. As of March 30, 2010, the closing trade price of our Common Stock was $ 4.84 per share. As of March 30, 2010, we hadapproximately shareholders of record of our Common Stock, not including shares held in street name. In addition, during the past two years our CommonStock has had a trading range with a low price of $1.00 per share and a high price of $5.90 per share. The market price of our Common Stock may be volatile. The market price of our Common Stock has been and will likely continue to be highly volatile, as is the stock market in general. Some of the factorsthat may materially affect the market price of our Common Stock are beyond our control, such as changes in financial estimates by industry and securitiesanalysts, conditions or trends in the industry in which we operate or sales of our common stock. These factors may materially adversely affect the market priceof our Common Stock, regardless of our performance. In addition, the public stock markets have experienced extreme price and trading volume volatility.This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating performance ofthe specific companies. These broad market fluctuations may adversely affect the market price of our Common Stock. Because the Company became public by means of a reverse merger, it may not be able to attract the attention of major brokerage firms. Additional risks may exist since the Company became public through a “reverse merger.” Securities analysts of major brokerage firms may notprovide coverage of the Company since there is little incentive to brokerage firms to recommend the purchase of its Common Stock. No assurance can begiven that brokerage firms will want to conduct any secondary offerings on behalf of the Company in the future. 37 The outstanding warrants may adversely affect us in the future and cause dilution to existing stockholders. We currently have warrants outstanding to purchase up to 4,781,056 shares of our Common Stock. These warrants have a term ranging from threeyears to five years and exercise price ranges from $2.50 to $3.75 per share, subject to adjustment in certain circumstances. Exercise of the warrants may causedilution in the interests of other stockholders as a result of the additional Common Stock that would be issued upon exercise. In addition, sales of the sharesof our Common Stock issuable upon exercise of the warrants could have a depressive effect on the price of our stock, particularly if there is not a coincidingincrease in demand by purchasers of our Common Stock. Further, the terms on which we may obtain additional financing during the period any of thewarrants remain outstanding may be adversely affected by the existence of these warrants as well. We may need additional capital and may sell additional securities or other equity securities or incur indebtedness, which could result in additionaldilution to our shareholders or increase our debt service obligations. We may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions wemay decide to pursue. If our cash resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain acredit facility. The sale of additional equity securities or equity-linked debt securities could result in additional dilution to our shareholders. The incurrenceof indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations.We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.We have not paid dividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited to the value of ourstock. We have never paid any cash dividends on our Common Stock and do not anticipate paying any cash dividends on our common stock in theforeseeable future and any return on investment may be limited to the value of our stock. We plan to retain any future earning to finance growth. The NYSE Amex may delist our securities from quotation on its exchange which could limit investors’ ability to make transactions in our securities andsubject us to additional trading restrictions. Our Common Stock is traded on the NYSE Amex, a national securities exchange. We cannot assure you that our securities will meet the continued listingrequirements be listed on the NYSE Amex in the future. If the NYSE Amex delists our Common Stock from trading on its exchange, we could face significant material adverse consequences including: ·a limited availability of market quotations for our securities; ·a determination that our Common Stock is a “penny stock” which will require brokers trading in our Common Stock to adhere to more stringent rulesand possibly resulting in a reduced level of trading activity in the secondary trading market for our Common Stock; ·a limited amount of news and analyst coverage for our company; and ·a decreased ability to issue additional securities or obtain additional financing in the future. Our Common Stock is considered “penny stock.” The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject tospecific exemptions. The market price of our Common Stock is currently less than $5.00 per share and therefore may be a “penny stock.” Brokers and dealerseffecting transactions in “penny stock” must disclose certain information concerning the transaction, obtain a written agreement from the purchaser anddetermine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers or dealers to sell the CommonStock and may affect your ability to sell shares. 38 ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2.PROPERTIESThe following table summaries the location of real property we lease. We do not own any real property.Item Address Leased/Owned1 No. 3 Min, Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC, 1 st Floor Leased 2 No. 3 Min, Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC, 2 nd Floor Leased 3 No. 3 Min, Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC, Basement Leased We believe that our existing facilities and equipment are well maintained and in good operating condition, and are sufficient to meet our needs forthe foreseeable future. ITEM 3.LEGAL PROCEEDINGS We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not currentlya party to any litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legalexposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations. ITEM 4.REMOVED AND RESERVED PART II ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES Our common stock has been listed on the NYSE AMEX under the trading symbol “CNET” since March 4, 2010. Prior to that time our commonstock was quoted on the OTC Bulletin Board (“ OTCBB ”) under the trading symbol “EMZG, ” until August 14, 2009, when our ticker symbol was change to“CHNT.” The last reported price for our common stock on the NYSE AMEX on March 30, 2010 was $4.84 per share. 39 The following table shows the high and low bid quotations for our common stock reported by the OTCBB during 2008 and 2009, and the high andlow closing sale prices for our common stock for the first quarter of 2010. The OTCBB quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.Year Period High Low 2008 First Quarter $1.00 $1.00 Second Quarter $1.00 $1.00 Third Quarter $1.00 $1.00 Fourth Quarter $1.00 $1.00 2009 First Quarter $0.25 $0.25 Second Quarter $2.50 $1.65 Third Quarter $4.50 $1.75 Fourth Quarter $ 5.90 $ 3.75 2010 First Quarter (through March 30, 2010) $7.00 $3.75 Holders As of March 29, 2010, there were approximately 468 record holders of our common stock. Dividends We have never paid any dividends and we plan to retain earnings, if any, for use in the development of the business. Payment of future dividends, ifany, will be at the discretion of the board of directors after taking into account various factors, including current financial condition, operating results andcurrent and anticipated cash needs. If we ever determine to pay a dividend, we may experience difficulties in completing the administrative proceduresnecessary to obtain and remit foreign currency from China for the payment of such dividends from the profits of the PRC Operating Subsidiaries. We have notpaid any cash dividends on shares of our common stock and do not plan to do so in the near future. We currently plan to retain future earnings to fund thedevelopment and growth of our business. Any future determination related to our dividend policy will be made at the discretion of our board of directors. Securities Authorized for Issuance Under Equity Compensation Plans See “Item 11. Executive Compensation” for the aggregate information regarding our equity compensation plans in effect on December 31, 2009. Equity RepurchasesDuring the fourth quarter of our fiscal year ended December 31, 2009, neither we nor any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under theExchange Act) purchased any shares of our common stock, the only class of our equity securities registered pursuant to Section 12 of the Exchange Act. Recent Sales of Unregistered Securities Any previous sales of unregistered securities by the Company have been previously disclosed in our reports on Form 10-Q or Form 8-K, as applicable, filedwith the SEC. ITEM 6.SELECTED FINANCIAL DATA As a smaller reporting company, we are not required to include disclosure under this Item. 40 ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our auditedconsolidated financial statements and the related notes to the consolidated financial statements included elsewhere in this Form 10-K. Our auditedconsolidated financial statements have been prepared in accordance with U.S. GAAP. In addition, our audited consolidated financial statements and thefinancial data included in this Form 10-K reflect our reorganization and have been prepared as if our current corporate structure had been in placethroughout the relevant periods. The following discussion and analysis contains forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding our expectations,beliefs, intentions or future strategies that are signified by the words “expect,” “anticipate,” “intend,” “believe,” or similar language. All forward-lookingstatements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Our business and financial performance are subject to substantial risks and uncertainties. Actual results could differ materially fromthose projected in the forward-looking statements. In evaluating our business, you should carefully consider the information set forth under the heading“Risk Factors” and elsewhere in this Form 10-K. Readers are cautioned not to place undue reliance on these forward-looking statements. Overview Our company (formerly known as Emazing Interactive, Inc.) was incorporated in the State of Texas in April 2006 and re-domiciled to become a Nevadacorporation in October 2006. From the date of our company’s incorporation until June 26, 2009, when our company consummated the Share Exchange (asdefined below), our company’s activities were primarily concentrated in web server access and company branding in hosting web based e-games. On June 26, 2009, our company entered into a Share Exchange Agreement (the “Exchange Agreement”), with (i) China Net Online Media GroupLimited, a company organized under the laws of British Virgin Islands (“China Net BVI”), (ii) China Net BVI’s shareholders, Allglad Limited, a British VirginIslands company (“Allglad”), Growgain Limited, a British Virgin Islands company ("Growgain"), Rise King Investments Limited, a British Virgin Islandscompany (“Rise King BVI”), Star (China) Holdings Limited, a British Virgin Islands company (“Star”), Surplus Elegant Investment Limited, a British VirginIslands company (“Surplus”), Clear Jolly Holdings Limited, a British Virgin Islands company (“Clear” and together with Allglad, Growgain, Rise King BVI,Star and Surplus, the “China Net BVI Shareholders”), who together owned shares constituting 100% of the issued and outstanding ordinary shares of ChinaNet BVI (the “China Net BVI Shares”) and (iii) G. Edward Hancock, our principal stockholder at such time. Pursuant to the terms of the Exchange Agreement,the China Net BVI Shareholders transferred to us all of the China Net BVI Shares in exchange for the issuance of 13,790,800 shares (the “Exchange Shares”)of our common stock (the “Share Exchange”). As a result of the Share Exchange, China Net BVI became our wholly owned subsidiary and we are now aholding company which, through certain contractual arrangements with operating companies in the People’s Republic of China (the “PRC”), is engaged inproviding advertising, marketing and communication services to small and medium companies in China. Our wholly owned subsidiary, China Net BVI, was incorporated in the British Virgin Islands on August 13, 2007. In April 11, 2008, China Net BVIbecame the parent holding company of a group of companies comprised of CNET Online Technology Limited, a Hong Kong company (“China Net HK”),which established and is the parent company of Rise King Century Technology Development (Beijing) Co., Ltd., a wholly foreign-owned enterprise(“WFOE”) established in the PRC (“Rise King WFOE”). We refer to the transactions that resulted in China Net BVI becoming an indirect parent company ofRise King WFOE as the “Offshore Restructuring.” Through a series of contractual agreements, we operate our business in China primarily through BusinessOpportunity Online (Beijing) Network Technology Co., Ltd. (“Business Opportunity Online”), Beijing CNET Online Advertising Co., Ltd. (“Beijing CNETOnline”). Beijing CNET Online owns 51% of Shanghai Borongdingsi Computer Technology Co., Ltd. (“Shanghai Borongdingsi”). Business OpportunityOnline, Beijing CNET Online and Shanghai Borongdingsi, were incorporated on December 8, 2004, January 27, 2003 and August 3, 2005, respectively.From time to time, we refer to them collectively as the “PRC Operating Entities.” 41 Through our PRC Operating Entities, we are now one of China’s leading full-service media development and advertising platform for the small andmedium enterprise (the “SME”) market. We are a service oriented business that leverages proprietary advertising technology to prepare and publish richmedia enabled advertising campaigns for clients on the internet and on television. Our goal is to strengthen our position as the leading diversified mediaadvertising provider in China. Our multi-platform advertising network consists of www.28.com, our internet advertising portal; our TV production andadvertising unit, and our newly launched bank kiosk advertising unit, which is primarily used as an advertising platform for clients in the financial servicesindustry. Using proprietary technology, we provide additional services as a lead generator. We are also a re-seller of internet and television advertising spacethat we purchase in large volumes from other well-known internet portals. We launched a new service in August 2009, which is known as “InternetInformation Management” service. This product is an intelligence software that is based on our proprietary search engine optimization technology whichhelps our clients gain an early warning in order to identify and respond to potential negative exposure on the internet. Basis of presentation, critical accounting policies and management estimates ·Change of reporting entity and basis of presentation As a result of the Share Exchange on June 26, 2009, the former China Net BVI shareholders own a majority of our common stock. The transaction wasregarded as a reverse merger whereby China Net BVI was considered to be the accounting acquirer as its shareholders retained control of our company afterthe Share Exchange, although we are the legal parent company. The share exchange was treated as a recapitalization of our company. As such, China NetBVI (and its historical financial statements) is the continuing entity for financial reporting purposes. Pursuant to the terms of the Share Exchange, EmazingInteractive, Inc. was delivered with zero assets and zero liabilities at time of closing. Following the Share Exchange, we changed our name from EmazingInteractive, Inc. to ChinaNet Online Holdings, Inc. Our financial statements have been prepared as if China Net BVI had always been the reporting companyand then on the share exchange date, had changed its name and reorganized its capital stock. ·Critical accounting policies and management estimates The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the UnitedStates of America (“U.S. GAAP”) and include the accounts of the Company, and its subsidiaries and Variable Interest Entities (“VIEs”). We prepare ourfinancial statements in conformity with US GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets andliabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during thefinancial reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historicalexperience and on various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component ofthe financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment thanothers in their application. We consider the policies discussed below to be critical to an understanding of our financial statements. FASB Establishes Accounting Standards Codification ™ In June 2009, the FASB issued Accounting Standards Update No. 2009-01, “Generally Accepted Accounting Principles” (ASC Topic 105) whichestablishes the FASB Accounting Standards Codification (“the Codification” or “ASC”) as the official single source of authoritative U.S. generally acceptedaccounting principles (“GAAP”). All existing accounting standards are superseded. All other accounting guidance not included in the Codification will beconsidered non-authoritative. The Codification also includes all relevant Securities and Exchange Commission (“SEC”) guidance organized using the sametopical structure in separate sections within the Codification. 42 Following the Codification, the Financial Accounting Standards Board will not issue new standards in the form of Statements, FASB Staff Positionsor Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASU”) which will serve to update the Codification, providebackground information about the guidance and provide the basis for conclusions on the changes to the Codification. The Codification is not intended to change GAAP, but it will change the way GAAP is organized and presented. The Codification or ASC iseffective for interim and annual periods ending after September 15, 2009. The principal impact on our financial statements for adopting the Codification islimited to disclosures as all future references to authoritative accounting literature will be referenced in accordance with the Codification. In order to ease thetransition to the Codification, we are providing the standards issued and adopted prior to the adoption of the Codification cross-reference alongsidereferences to the Codification.Foreign currency translation Our functional currency is United States dollars (“US$”), and the functional currency of China Net HK is Hong Kong dollars (“HK$”). Thefunctional currency of our PRC operating entities is Renminbi (“RMB’), and PRC is the primary economic environment in which we operate. For financial reporting purposes, the financial statements of our PRC operating entities, which are prepared using the RMB, are translated into ourreporting currency, the United States Dollar (“U.S. dollar”). Assets and liabilities are translated using the exchange rate at each balance sheet date. Revenueand expenses are translated using average rates prevailing during each reporting period, and shareholders' equity is translated at historical exchange rates.Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income in shareholders’ equity. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange ratesprevailing at the dates of the transactions. The resulting exchange differences are included in the determination of net income of the consolidated financialstatements for the respective periods. The exchange rates used to translate amounts in RMB into US$ for the purposes of preparing the consolidated financial statements are as follows: 2009 2008 Balance sheet items, except for equity accounts 6.8372 6.8542 Items in the statements of income and comprehensive income, and statements cash flows 6.8409 6.9623 (a)No representation is made that the RMB amounts could have been, or could be converted into US$ at the above rates.Revenue recognition Our revenue recognition policies are in compliance with ASC Topic 605 (Staff Accounting Bulletin No. 104, “Revenue Recognition”). In accordancewith ASC Topic 605, revenues are recognized when the four of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the servicehas been rendered, (iii) the fees are fixed or determinable, and (iv) collectability is reasonably assured. 43 Sales Sales include revenues from reselling of advertising time purchased from TV stations and internet advertising, reselling of internet advertising spacesand other advertisement related resources. No revenue from advertising-for-advertising barter transactions was recognized because the transactions did notmeet the criteria for recognition in ASC Topic 605, subtopic 20 (formerly Emerging Issues Task Force (“EITF”) abstract issue No. 99-17”). Advertisingcontracts establish the fixed price and advertising services to be provided. Pursuant to advertising contracts, we provides advertisement placements indifferent formats, including but not limited to banners, links, logos, buttons, rich media and content integration. Revenue is recognized ratably over theperiod the advertising is provided and, as such, we consider the services to have been delivered. We treat all elements of advertising contracts as a single unitof accounting for revenue recognition purposes. Based upon our credit assessments of its customers prior to entering into contracts, we determine ifcollectability is reasonably assured. In situations where collectability is not deemed to be reasonably assured, we recognizes revenue upon receipt of cashfrom customers, only after services have been provided and all other criteria for revenue recognition have been met.Taxation1.Income tax We adopt ASC Topic 740 (formerly SFAS No. 109, “Accounting for income taxes”) and uses liability method to accounts for income taxes. Under thismethod, deferred tax assets and liabilities are determined based on the difference between of the financial reporting and tax bases of assets and liabilitiesusing enacted tax rates that will be in effect in the period in which the differences are expected to reverse. We record a valuation allowance to offset deferredtax assets if based on the weight of available evidence; it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. Theeffect on deferred taxes of a change in tax rates is recognized in income statement in the period that includes the enactment date. We had no deferred taxassets and liabilities recognized for the year ended December 31, 2009 and 2008. We adopt ASC Topic 740-10-25-5 through 740-10-25-7 and 740-10-25-13, (formerly FASB Interpretation No. 48 (“FIN 48”) “Accounting forUncertainty in Income Taxes”), which prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position takenor expected to be taken in a tax return. This Interpretation also provides guidance on recognition of income tax assets and liabilities, classification of currentand deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interimperiods, and income tax disclosures. For the year ended December 31, 2009 and 2008, we did not have any interest and penalties associated with taxpositions and did not have any significant unrecognized uncertain tax positions. i). We are incorporated in the State of Nevada. Under the current law of Nevada we are not subject to state corporate income tax. We became a holdingcompany and do not conduct any substantial operations of our own after the Share Exchange. No provision for federal corporate income tax has been made inour financial statements as no assessable profits for the year ended December 31, 2009 or prior periods. ii). China Net BVI was incorporated in the British Virgin Islands (“BVI”). Under the current law of the BVI, we are not subject to tax on income orcapital gains. Additionally, upon payments of dividends by China Net BVI to us, no BVI withholding tax will be imposed. iii). China Net HK was incorporated in Hong Kong and does not conduct any substantial operations of its own. No provision for Hong Kong profits taxhave been made in our financial statements as no assessable profits for the year ended December 31, 2009. Additionally, upon payments of dividends byChina Net HK to its sole shareholder, China Net BVI, no Hong Kong withholding tax will be imposed. 44 iv). Our PRC operating entities, being incorporated in the PRC, are governed by the income tax law of the PRC and are subject to PRC enterpriseincome tax (“EIT”). Effective from January 1, 2008, the EIT rate of PRC was changed from 33% of to 25%, and applies to both domestic and foreign investedenterprises. ·Rise King WFOE is a software company qualified by the related PRC governmental authorities and was entitled to a two-year EIT exemption from itsfirst profitable year and a 50% reduction of its applicable EIT rate, which is 25% of its taxable income for the exceeding three years. Rise KingWFOE had a net loss for the year ended December 31, 2008 and its first profitable year is fiscal year 2009 which has been verified by the local taxbureau by accepting the application filed by us. Therefore, it was entitled to a two-year EIT exemption for fiscal year 2009 through fiscal year 2010and a 50% reduction of its applicable EIT rate which is 25% for fiscal year 2011 through fiscal year 2013. ·Business Opportunity Online was qualified as a High and New Technology Enterprise in Beijing High-Tech Zone in 2005 and was entitled to athree-year EIT exemption for fiscal year 2005 through fiscal year 2007 and a 50% reduction of its applicable EIT rate for the exceeding three yearsfor fiscal year 2008 through fiscal year 2010. However, in March 2007, a new enterprise income tax law (the “New EIT”) in the PRC was enactedwhich was effective on January 1, 2008. Subsequently, on April 14, 2008, relevant governmental regulatory authorities released new qualificationcriteria, application procedures and assessment processes for “High and New Technology Enterprise” status under the New EIT which would entitlethe re-qualified and approved entities to a favorable statutory tax rate of 15%. Business Opportunity Online did not obtained the approval of itsreassessment of the qualification as a “High and New Technology Enterprise” under the New EIT law as of December 31, 2008, therefore, its incometax was computed using the income tax rate of 25% for the year ended December 31, 2008. With an effective date of September 4, 2009, Business Opportunity Online obtained the approval of its reassessment of the qualification as a “Highand New Technology Enterprise” under the New EIT law and was entitled to a favorable statutory tax rate of 15%. Under the previous EIT laws andregulations, High and New Technology Enterprises enjoyed a favorable tax rate of 15% and were exempted from income tax for three yearsbeginning with their first year of operations, and were entitled to a 50% tax reduction to 7.5% for the subsequent three years and 15% thereafter. Thecurrent EIT Law provides grandfathering treatment for enterprises that were (1) qualified as High and New Technology Enterprises under theprevious EIT laws, and (2) established before March 16, 2007, if they continue to meet the criteria for High and New Technology Enterprises underthe current EIT Law. The grandfathering provision allows Business Opportunity Online to continue enjoying their unexpired tax holidays providedby the previous EIT laws and regulations. Therefore, its income tax was computed using a tax rate of 7.5% for the year ended December 31, 2009 dueto its unexpired tax holidays for fiscal year 2009 through fiscal year 2010. ·The applicable income tax rate for Beijing CNET Online was 25% for the year ended December 31, 2009 and 2008. ·The New EIT also imposed a 10% withholding income tax for dividends distributed by a foreign invested enterprise to its immediate holdingcompany outside China, which were exempted under the previous enterprise income tax law and rules. A lower withholding tax rate will be appliedif there is a tax treaty arrangement between mainland China and the jurisdiction of the foreign holding company. Holding companies in HongKong, for example, will be subject to a 5% rate. Rise King WFOE is owned by an intermediate holding company in Hong Kong and will be entitledto the 5% preferential withholding tax rate upon distribution of the dividends to this intermediate holding company.2.Business tax and relevant surcharges Revenue of advertisement services are subject to 5.5% business tax and 3% cultural industry development surcharge of the net service income afterdeducting amount paid to ending media promulgators. Revenue of internet technical support services is subjected to 5.5% business tax. Business taxcharged was included in cost of sales.3.Value added tax As a small-scale value added tax payer, revenue from sales of self-development software of Rise King WFOE is subject to 3% value added tax.45 Warrant liabilities On August 21, 2009 (the “Closing Date”), we entered into a securities purchase agreement (the “Purchase Agreement”), with several investors, includinginstitutional, accredited and non-US persons and entities (the “Investors”), pursuant to which we sold units, comprised of 10% Series A Convertible PreferredStock, par value US$0.001 per share (the “Series A preferred stock”), and two series of warrants, for a purchase price of US$2.50 per unit (the “August 2009Financing”). We sold 4,121,600 units in the aggregate, which included (i) 4,121,600 shares of Series A preferred stock, (ii) Series A-1 Warrants to purchase2,060,800 shares of common stock at an exercise price of US$3.00 per share with a three-year term, and (iii) Series A-2 Warrants to purchase 2,060,800 sharesof common stock at an exercise price of US$3.75 with a five-year term. Net proceeds were approximately US$9,162,000, net of issuance costs ofapproximately US$1,142,000. TriPoint Global Equities, LLC acted as placement agent and received (i) a placement fee in the amount equal to 8% of thegross proceeds and (ii) warrants to purchase up to 329,728 shares of common stock at an exercise price of US$2.50, 164,864 shares at an exercise price ofUS$3.00 and 164,864 shares at an exercise price of US$3.75 respectively, with a five-year term (“Placement Agent Warrants” and together with the Series A-1Warrants and Series A-2 Warrants, the “Warrants”). The Warrants have an initial exercise price which is subject to adjustments in certain circumstances for stock splits, combinations, dividends anddistributions, reclassification, exchange or substitution, reorganization, merger, consolidation or sales of assets, issuance of additional shares of commonstock or equivalents. The Warrants may not be exercised if it would result in the holder beneficially owning more than 9.99% of our outstanding commonshares. That limitation may be waived by the holders of the warrants by sending a written notice to us not less than 61 days prior to the date that they wouldlike to waive the limitation. Accounting for warrants We analyzed the Warrants in accordance to ASC Topic 815 “Derivatives and Hedging” (formerly SFAS No. 133, “Accounting for Derivative Instrumentsand Hedging Activities”) to determine whether the Warrants meet the definition of a derivative under ASC Topic 815 and if so, whether the Warrants meet thescope exception of ASC Topic 815, which is that contracts issued or held by the reporting entity that are both (1) indexed to its own stock and (2) classifiedin stockholders’ equity shall not be considered to be derivative instruments for purposes of ASC Topic 815. We adopted the provisions of ASC Topic 815subtopic 40 (formerly Emerging Issues Task Force (“EITF”) Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to anEntity’s Own Stock”), which applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative, as defined byASC Topic 815 and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. As a result of adopting ASCTopic 815 subtopic 40, we concluded that the Warrants issued in the August 2009 financing should be treated as a derivative liability, because the Warrantsare entitled to a price adjustment provision to allow the exercise price to be reduced, in the event we will issue or sell any additional shares of common stockat a price per share less than the then-applicable exercise price or without consideration, which is typically referred to as a “Down-round protection” or “anti-dilution” provision. According to ASC Topic 815 subtopic 40, the “Down-round protection” provision is not considered to be an input to the fair value of afixed-for-fixed option on equity shares which leads the Warrants fail to be qualified as indexed to our own stock and then to fail to meet the scope exceptionsof ASC Topic 815. Therefore, we accounted for the Warrants as derivative liabilities under ASC Topic 815. Pursuant to ASC Topic 815, derivatives shouldbe measured at fair value and re-measured at fair value with changes in fair value recorded in earnings at each reporting period. Fair value of the warrants Fair value is generally based on independent sources such as quoted market prices or dealer price quotations. To the extent certain financial instrumentstrade infrequently or are non-marketable securities, they may not have readily determinable fair values. We estimated the fair value of the Warrants and SeriesA preferred stock using various pricing models and available information that we deems most relevant. Among the factors considered in determining the fairvalue of financial instruments are discounted anticipated cash flows, the cost, terms and liquidity of the instrument, the financial condition, operating resultsand credit ratings of the issuer or underlying company, the quoted market price of similar traded securities, and other factors generally pertinent to thevaluation of financial instruments. 46 Placement agent warrants In accordance with Staff Accounting Bulletin Topic 5.A: “Miscellaneous Accounting-Expenses of Offering” (“ASC Topic 340 subtopic 10 section S99-1”), “specific incremental costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged against the grossproceeds of the offering.” In accordance with the SEC accounting and reporting manual “cost of issuing equity securities are charged directly to equity asdeduction of the fair value assigned to share issued.” Accordingly, we concluded that the warrants issued to the placement agents are directly attributable tothe August 2009 financing. If we had not issued the warrants to the placement agent, we would have had to pay the same amount of cash as the fairvalue. Therefore, we deducted the total fair value of the Placement agent warrants as of the Commitment Date as a deduction of the fair value assigned to theSeries A preferred stock. Since they contain the same terms as the Series A-1 and Series A-2 Warrants, the Placement Agent Warrants are also entitled to the benefit of the “Down-round protection” provision, which means that the Placement Agent Warrant will also need to be accounted for as a derivative under SFAS 133 (“ASC Topic815”) with changes in fair value recorded in earnings at each reporting period.Series A preferred stock Key terms of the Series A preferred stock sold by us in the August 2009 financing are summarized as follows: Dividends Dividends on the Series A preferred stock shall accrue and be cumulative from and after the issuance date. For each outstanding share of Series Apreferred stock, dividends are payable at the per annum rate of 10% of the Liquidation Preference Amount of the Series A preferred stock. Dividends arepayable quarterly within thirty (30) days following the last Business Day of each August, November, February and May of each year (each, a “DividendPayment Date”), and continuing until such stock is fully converted. We shall have the right, at its sole and exclusive option, to pay all or any portion of eachand every quarterly dividend that is payable on each Dividend Payment Date, either (i) in cash, or (ii) by issuing to the holder of Series A preferred stock suchnumber of additional Conversion Shares which, when multiplied by US$2.5 would equal the amount of such quarterly dividend not paid in cash. Voting Rights The Series A preferred stock holders are entitled to vote separately as a class on matters affecting the Series A Preferred Stock and with regard to certaincorporate matters set forth in the Series A Certificate of Designation, so long as any shares of the Series A preferred stock remain outstanding. Holders of theSeries A Preferred Stock are not, however, entitled to vote on general matters along with holders of common stock. Liquidation Preference In the event of the liquidation, dissolution or winding up of the affairs of us, whether voluntary or involuntary (each, a “Liquidation”), the holders of theSeries A preferred stock then outstanding shall be entitled to receive, out of the assets of us available for distribution to its stockholders, an amount equal toUS$2.5 per share of the Series A preferred stock, plus any accrued but unpaid dividends thereon, whether or not declared, together with any other dividendsdeclared but unpaid thereon, as of the date of Liquidation (collectively, the “Series A Liquidation Preference Amount”) before any payment shall be made orany assets distributed to the holders of the common stock or any other junior stock. If upon the occurrence of Liquidation, the assets thus distributed amongthe holders of the Series A shares shall be insufficient to permit the payment to such holders of the full Series A Preference Amount, then the entire assets of uslegally available for distribution shall be distributed ratably among the holders of the Series A preferred stock. 47 Conversion Rights Voluntary Conversion: At any time on or after the date of the initial issuance of the Series A preferred stock, the holder of any such shares of Series A preferred stock may, at suchholder’s option, subject to the limitations described below in “Conversion Restriction”, elect to convert all or portion of the shares of Series A preferred stockheld by such person into a number of fully paid and non-assessable shares of common stock equal to the quotient of Liquidation preference amount of theSeries A preferred stock divided by the initial conversion price of US$2.5. The initial conversion price may be adjusted for stock splits and combinations,dividend and distributions, reclassification, exchange or substitution, reorganization, merger, consolidation or sales of assets, issuance of additional shares ofcommon stock or equivalents with lower price or without considerations etc, as stimulated in the Certification of Designation. Mandatory Conversion: All outstanding shares of the Series A preferred stock shall automatically convert into shares of Common Stock, subject to the limitations describedbelow in “Conversion Restriction”, at the earlier to occur of (i) twenty-four month anniversary of the Closing Date, and (ii) at such time that the VolumeWeighted Average Price of our common stock is no less than US$5.00 for a period of ten (10) consecutive trading days with the daily volume of the commonstock of at least 50,000 shares per day. Conversion Restriction Holders of the Series A preferred stock may not convert the preferred stock to shares of common stock if the conversion would result in the holderbeneficially owning more than 9.99% of our outstanding shares of common stock. That limitation may be waived by a holder of the Series A preferred stockby sending a written notice to us on not less than 61 days prior to the date that they would like to waive the limitation. Registration Rights Agreement In connection with the Financing, we entered into a registration rights agreement (the “RRA”) with the Investors in which we agreed to file a registrationstatement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register the shares of common stock underlying theSeries A preferred stock (the “Conversion Shares”) and the Warrants (the “Warrant Shares”), thirty (30) days after the closing of the Financing. We haveagreed to use its best efforts to have the Registration Statement declared effective within 150 calendar days after filing, or 180 calendar days after filing in theevent the Registration Statement is subject to a “full review” by the SEC. We are required to keep the Registration Statement continuously effective under the Securities Act until such date as is the earlier of the date when all ofthe securities covered by that registration statement have been sold or the date on which such securities may be sold without any restriction pursuant to Rule144 (the “Financing Effectiveness Period”). We will pay liquidated damages of 2% of each holder’s initial investment in the Units sold in the Financing permonth, payable in cash, up to a maximum of 10%, if the Registration Statement is not filed or declared effective within the foregoing time periods or ceasesto be effective prior to the expiration of the Financing Effectiveness Period. However, no liquidated damages shall be paid with respect to any securitiesbeing registered that we are not permitted to include in the Financing Registration Statement due to the SEC’s application of Rule 415. We evaluated the contingent obligation related to the RRA liquidated damages in accordance to “ASC Topic 825 “Financial Instruments” subtopic20” (formerly Financial Accounting Standards Board Staff Position No. EITF 00-19-2 “Accounting for Registration Payment Arrangements”), which requiredthe contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separateagreement or included as a provision of a financial instrument or other agreement be separately recognized and measured in accordance with “ASC Topic450” “Contingencies” (formerly SFAS No. 5, “Accounting for Contingencies”). The shares of common stock underlying the Series A preferred stock (the“Conversion Shares”) and the Warrants (the “Warrant Shares”) have been successfully registered. Therefore, we concluded that such obligation was notprobable to incur and no contingent obligation related to the RRA liquidated damages needs to be recognized for the year ended December 31, 2009. 48 Security Escrow Agreement We entered into a securities escrow agreement with the Investors (the “Escrow Agreement”), pursuant to which Rise King Investment Limited, a BritishVirgin Islands company (the “Principal Stockholder”), initially placed 2,558,160 shares of our common stock (the “Escrow Shares”) into an escrowaccount. Of the Escrow Shares, 1,279,080 shares (equivalent to 50% of the Escrow Shares) are being held as security for the achievement of audited netincome equal to or greater than $7.7 million for the fiscal year 2009 (the “2009 Performance Threshold”) and the remaining 1,279,080 of the Escrow Sharesare being held as security for the achievement of audited net income equal to or greater than $14 million for the fiscal year 2010 (the “2010 PerformanceThreshold”). If we achieve at least 95% of the applicable Performance Threshold, all of the Escrow Shares for the corresponding fiscal year shall be returned to thePrincipal Stockholder. If we achieve less than 95% of the applicable Performance Threshold, the Investors shall receive in the aggregate, on a pro rata basis(based upon the number of shares of Series A preferred stock or conversion shares owned by each such Investor as of the date of distribution of the EscrowShares), 63,954 shares of the Escrow Shares for each percentage by which the applicable Performance Threshold was not achieved up to the total number ofEscrow Shares for the applicable fiscal year. Any Escrow Shares not delivered to any investor because such investor no longer holds shares of Series Apreferred stock or conversion shares shall be returned to the Principal Stockholder. For the purposes of the Escrow Agreement, net income is defined in accordance with US GAAP and reported by us in its audited financial statements foreach of the fiscal years ended 2009 and 2010; provided, however, that net income for each of fiscal years ended 2009 and 2010 shall be increased by anynon-cash charges incurred (i) as a result of the Financing , including without limitation, as a result of the issuance and/or conversion of the Series A preferredstock, and the issuance and/or exercise of the Warrants, (ii) as a result of the release of the Escrow Shares to the Principal Stockholder and/or the investors, asapplicable, pursuant to the terms of the Escrow Agreement, (iii) as a result of the issuance of ordinary shares of the Principal Stockholder to Messrs. HandongCheng and Xuanfu Liu and Ms. Li Sun (the “PRC Shareholders”), upon the exercise of options granted to the PRC Shareholders by the Principal Stockholder,(iv) as a result of the issuance of warrants to any placement agent and its designees in connection with the Financing, (v) the exercise of any warrants topurchase common stock outstanding and (vi) the issuance under any performance based equity incentive plan that we adopts. In accordance to ASC Topic 718 and ASU No. 2010-05—Compensation—Stock Compensation: Escrowed Share Arrangements and the Presumptionof Compensation. We evaluated the substance of this arrangement and whether the presumption of compensation has been overcome. According to theSecurity Escrow Agreement signed with our investors, the release of these escrow shares to our Principal Stockholder will not regard to continue employment,and this arrangement is in substance an inducement made to facilitate the financing transaction, rather than as compensatory. Therefore, we concluded thatthis arrangement should be recognized and measured according to its nature and reflects as a deduction of the proceeds allocated to the newly issuedsecurities with no compensation expenses recorded in earnings. 49 Fair Value of the Series A preferred stock: Fair value is generally based on independent sources such as quoted market prices or dealer price quotations. To the extent certain financial instrumentstrade infrequently or are non-marketable securities, they may not have readily determinable fair values. We estimated the fair value of the Warrants and SeriesA preferred stock using various pricing models and available information that management deems most relevant. Among the factors considered indetermining the fair value of financial instruments are discounted anticipated cash flows, the cost, terms and liquidity of the instrument, the financialcondition, operating results and credit ratings of the issuer or underlying company, the quoted market price of similar traded securities, and other factorsgenerally pertinent to the valuation of financial instruments. Accounting for the Series A preferred stock The Series A preferred stock has been classified as permanent equity as there was no redemption provision at the option of the holders that is not withinthe control of us on or after an agreed upon date. We evaluated the embedded conversion feature in its Series A preferred stock to determine if there was anembedded derivative requiring bifurcation. We concluded that the embedded conversion feature of the Series A preferred stock does not required to bebifurcated because the conversion feature is clearly and closely related to the host instrument. Allocation of the proceeds at commitment date and calculation of beneficial conversion featureThe following table summarized the allocation of proceeds to the Series A preferred stock and the Warrants: Gross proceedsAllocated Number ofinstruments Allocatedvalue perinstrument US$(’000) US$ Series A-1 Warrant 2,236 2,060,800 1.08 Series A-2 Warrant 2,170 2,060,800 1.05 Series A preferred stock 5,898 4,121,600 1.43 Total 10,304 In accordance to the schedule above, the unit price is: 1.08*50%+1.05*50%+1.43 = US$2.5 per unit. We then evaluated whether a beneficial conversion feature exists by comparing the operable conversion price of Series A preferred stock with the fairvalue of the common stock at the commitment date. We concluded that the fair value of common stock was greater than the operable conversion price ofSeries A preferred stock at the commitment date and the intrinsic value of the beneficial conversion feature is greater than the proceeds allocated to the SeriesA preferred stock. In accordance to ASC Topic 470 subtopic 20, if the intrinsic value of beneficial conversion feature is greater than the proceeds allocated tothe Series A preferred stock, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds allocated to theSeries A preferred stock. Accordingly, the total proceeds allocated to Series A preferred stock were allocated to the beneficial conversion feature with a creditto Additional paid-in capital upon the issuance of the Series A preferred stock. Since the Series A preferred stock may convert to tour common stock at anytime on or after the initial issue date, all discount was immediately recognized as a deemed dividend and a reduction to net income attributable to commonshareholders. According to Staff Accounting Bulletin Topic 5.A: “Miscellaneous Accounting-Expenses of offering” (“ASC Topic 340 subtopic 10 section S99-1”),“specific incremental costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged against the gross proceedsof the offering”. And in accordance with the SEC accounting and reporting manual “cost of issuing equity securities are charged directly to equity asdeduction of the fair value assigned to share issued”. Accordingly, we deducted the direct issuing cost paid in cash from the assigned fair value to the SeriesA preferred stock. 50Share-based Compensation We accounted for share-based compensation in accordance with ASC Topic 718, (formerly SFAS No. 123R “Share-based Payment”) which requiresthat share-based payment transactions be measured based on the grant-date fair value of the equity instrument issued and recognized as compensationexpense over the requisite service period, or vesting period. Reverse merger and common stock (reclassification of the stockholders’ equity) In a reverse acquisition the historical shareholder’s equity of the accounting acquirer prior to the merger is retroactively reclassified (a recapitalization)for the equivalent number of shares received in the merger after giving effect to any difference in par value of the registrant’s and the accounting acquirer’sstock by an offset in paid in capital.” Pursuant to the terms of Share Exchange Agreement, the China Net BVI shareholders transferred to us all of the China Net BVI shares in exchange forthe issuance of 13,790,800 shares of our common stock. Accordingly, we reclassified our common stock and additional paid-in-capital accounts for the yearended December 31, 2008 accordingly. Recent Development On March 29, 2010, we entered into an agreement to amend certain provisions of the Series A-1, Series A-2 and the placement agent Warrants with theholders of those Warrants originally issued on August 21, 2009. The amendment to the Warrants removes certain anti-dilution protection rights that wereapplicable if the Company were to issue new shares of common stock or common stock equivalents at a price per share less than the exercise prices of theSeries A-1, Series A-2 and the placement agent Warrants, which are currently $3.00, $3.75 and $2.5 to $3.75, respectively. In addition, the amendment to theWarrants added a provision to grant the holders of the Warrants an approval right until December 31, 2010, over any new issuance of shares of common stockor common stock equivalents at a price per share less than the exercise prices of the Warrants then in effect or without consideration. The parties agreed thatthe amendments to the Warrants would be retroactive from and including, August 21, 2009. Except as set forth above, the terms and provisions of theWarrants shall remain in full force and effect. 51A.RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2009 AND 2008The following table sets forth a summary, for the periods indicated, of our consolidated results of operations. Our historical results presented below arenot necessarily indicative of the results that may be expected for any future period. All amounts, except number of shares and per share data, in thousands ofUS dollars. For the year ended December 31, 2009 2008 (US $) (US $) Sales From unrelated parties $35,354 $20,061 From related parties 2,370 1,447 37,724 21,508 Cost of sales 21,233 13,786 Gross margin 16,491 7,722 Operating expenses Selling expenses 4,198 2,705 General and administrative expenses 2,404 1,041 Research and development expenses 480 202 7,082 3,948 Income from operations 9,409 3,774 Other income (expenses): Changes in fair value of warrants (4,425) - Interest income 14 8 Other expenses (99) (20) (4,510) (12) Income before income tax expense 4,899 3,762 Income tax expense 880 962 Net income 4,019 2,800 Other comprehensive income Foreign currency translation gain 14 71 Comprehensive income $4,033 $2,871 Net income $4,019 $2,800 Beneficial conversion feature of Series A convertible preferred stock (5,898) - Dividend of Series A convertible preferred stock (373) - Net income (loss) attributable to common shareholders $(2,252) $2,800 Earnings /(loss) per share Basic and diluted $(0.15) $0.20 Weighted average number of common shares outstanding: Basic and diluted 14,825,125 13,790,800 52 NON-GAAP MEASURES To supplement the audited consolidated statement of income and comprehensive income presented in accordance with Accounting PrinciplesGenerally Accepted in the United States of America ("GAAP"), we also provided non-GAAP measures of income from operations, income before income taxexpenses, net income and basic and diluted earnings per share for the year ended December 31, 2009 and 2008, which are adjusted from results based onGAAP to exclude the non-cash charges recorded, which related to the issuing of Series A preferred stock and warrants in August 2009 financing. The non-GAAP financial measures are provided to enhance the investors' overall understanding of our current performance in on-going core operations as well asprospects for the future. These measures should be considered in addition to results prepared and presented in accordance with GAAP, but should not beconsidered a substitute for or superior to GAAP results. We use both GAAP and non-GAAP information in evaluating and operating business internally andtherefore deems it important to provide all of this information to investors.The following table presented reconciliations of our non-GAAP financial measures to the audited consolidated statements of income andcomprehensive income for the year ended December 31, 2009 and 2008 (all amounts in thousands of US dollars): For the year ended December 31, 2009 2008 GAAP NON GAAP GAAP NON GAAP Income from operations $9,409 $9,409 $3,774 $3,774 Other income (expenses): Changes in fair value of warrants (4,425) - - - Interest income 14 14 8 8 Other expenses (99) (99) (20) (20) (4,510) (85) (12) (12)Income before income tax expense 4,899 9,324 3,762 3,762 Income tax expense 880 880 962 962 Net income 4,019 8,444 2,800 2,800 Other comprehensive income Foreign currency translation gain 14 14 71 71 Comprehensive income $4,033 $8,458 $2,871 $2,871 Net income $4,019 $8,444 $2,800 $2,800 Beneficial conversion feature of series A convertible preferred stock (5,898) - - - Dividend for series A convertible preferred stock (373) (373) - - Net income (loss) attributable to common shareholders $(2,252) $8,071 $2,800 $2,800 Earnings (loss) per common share-Basic $(0.15) $0.54 $0.20 $0.20 Earnings (loss) per common share-Diluted $(0.15) $0.50 $0.20 $0.20 Weighted average number of common shares outstanding: Basic 14,825,125 14,825,125 13,790,800 13,790,800 Diluted 14,825,125 16,725,442 13,790,800 13,790,800 53 REVENUEThe following tables set forth a breakdown of our total revenue, divided into five segments for the periods indicated, with inter-segment transactionseliminated: Revenue type For the year ended December 31, 2009 2008 (Amounts expressed in thousands of US dollars, except percentages) Internet advertisement 17,722 47.0% 11,292 52.5%TV advertisement 18,600 49.3% 7,007 32.6%Internet Ad. resources resell 1,134 3.0% 3,081 14.3%Bank kiosks 152 0.4% 128 0.6%Internet information management 116 0.3% - - Total 37,724 100% 21,508 100% Revenue type For the year ended December 31, 2009 2008 (Amounts expressed in thousands of US dollars, except percentages) Internet advertisement 17,722 100% 11,292 100%--From unrelated parties 16,332 92% 10,740 95%--From related parties 1,390 8% 552 5%TV advertisement 18,600 100% 7,007 100%--From unrelated parties 17,620 95% 6,112 87%--From related parties 980 5% 895 13%Internet Ad. resources resell 1,134 100% 3,081 100%--From unrelated parties 1,134 100% 3,081 100%--From related parties - - - - Bank kiosks 152 100% 128 100%--From unrelated parties 152 100% 128 100%--From related parties - - - - Internet information management 116 100% - - --From unrelated parties 116 100% - - --From related parties - - - - Total 37,724 100% 21,508 100%--From unrelated parties 35,354 94% 20,061 93%--From related parties 2,370 6% 1,447 7% 54 Total Revenues: Our total revenues increased significantly to US$ 37.7 million for the year ended December 31, 2009 from US$ 21.5 million for the sameperiod of 2008. We derive the majority of our advertising service revenues from the sale of advertising space and provision of the related technical support on our portalwebsite www.28.com; and from the sale of advertising time purchased from different TV programs to unrelated third parties and to some of our related parties.We report our advertising revenue between related and unrelated parties because historically about 5%-10% of our advertising service revenues came fromclients related to some of the shareholders of our PRC operating entities. Our advertising services to related parties were provided in the ordinary course ofbusiness on the same terms as those provided to our unrelated advertising clients on an arm’s-length basis. We expect that our internet advertising servicerevenue and TV advertising service revenue will continue to be the primary source and constitute the substantial majority of our revenues for the foreseeablefuture. Our advertising service revenues are recorded net of any sales discounts. These discounts include volume discounts and other customary incentives offeredto our advertising clients, including additional advertising time for their advertisements if we have unused places available in our website and represent thedifference between our official list price and the amount we charge our advertising clients. We typically sign advertising contracts with our advertising clients that require us to place the advertisements on our portal website for specified placesand specified periods; and/or place the advertisements during our purchased advisement time in specific TV programs for specified periods. We recognizerevenues as the advertisement airs over the contractual term based on the schedule agreed upon with our clients.·We achieved a significant increase (about 57%) in internet advertising revenues to US$ 17.7 million for the year ended December 31, 2009 fromUS$ 11.3 million for the same period of 2008. This is primarily as a result of (1) the successful brand building effort for www.28.com we made in2007 and 2008 both on TV and in other well-known portal websites in China; (2) more mature client service technologies; and (3) a moreexperienced sales team.·We also achieved a significant revenue increase (about 165%) in TV advertising, a business that we started in May 2008, to US$ 18.6 million for theyear ended December 31, 2009 from US$ 7.0 million for the same period in 2008. We generated this US$ 18.6 million of TV advertising revenue byselling about 23,210 minutes of advertising time that we purchased from about ten provincial TV stations.·Our resale of internet advertising resources is also a segment that we launched in May 2008. This business is mainly comprised of our resale of aportion of the internet resources that we purchase from other portal websites to our existing internet advertising clients, in order to promote ourexisting clients’ businesses through sponsored search, search engine traffic generation techniques and portal resources of other well-known portalwebsites. We achieved US$ 1.1 million of this revenue for the year ended December 31, 2009 and US$ 3.1 million for the same period of 2008. Wedo not consider this segment to be a core business and revenue source, because it does not promote the www.28.com brand and generates low toeven negative margin due to the high purchase cost of internet resources from other well-known portal websites. Because of these reasons relating tothe segment, we allocated less of our revenue generating capacity to this segment in 2009 to optimize our strategic focus and to better control ourcost of revenue. 55 ·As of December 31, 2009 the bank kiosks advertising business is still in the test-run stage. We will spend more resources to expand this business inthe future through further clients and central control system development.·Internet information management is a new business segment that we launched in August 2009, which offers our clients an artificial intelligencesoftware product based on our proprietary search engine optimization technology. The main objective of the product is to help our clients gain anearly warning of potential negative exposure on the internet so that when necessary they can formulate an appropriate response. We charge amonthly fee to clients using this service. For the year ended December 31, 2009, we generated US$ 0.12 million revenue from this new businesssegment. We plan to build our efforts to offer this service to our existing clients in the future.Cost of revenues Our cost of revenues consists of costs directly related to the offering of our advertising services. The following table sets forth our cost of revenues,divided into five segments, by amount and gross profit ratio for the periods indicated, with inter-segment transactions eliminated: For the year ended December 31, 2009 2008 (Amounts expressed in thousands of US dollars, except percentages) Revenue Cost GP ratio Revenue Cost GP ratio Internet advertisement 17,722 4,456 75% 11,292 4,671 59%TV advertisement 18,600 15,637 16% 7,007 5,939 15%Internet Ad. resources resell 1,134 1,085 4% 3,081 3,154 (2%)Bank kiosk 152 13 91% 128 22 83%Internet information management 116 7 94% - - - Others - 35 N/A - - - Total 37,724 21,233 44% 21,508 13,786 36% Cost of revenues: Our total cost of revenues increased significantly to US$ 21.2 million for the year ended December 31, 2009 from US$ 13.8 million for thesame period of 2008. These increases in costs were in line with the significant increase of our total revenues for the above periods.Our cost of revenues related to the offering of our advertising services mainly consists of internet resources purchased from other portal websites,technical services related to lead generation, sponsored search resources purchased, TV advertisement time costs purchased from TV stations, and businesstaxes and surcharges.·Internet resources cost is the largest component of our cost of revenue for internet advertisement revenue. We purchased these resources from otherwell-known portal websites in China, such as: Baidu, Tengxun (QQ), Google, and sogou, to help our internet advertisement clients to get betterexposure and to generate more visits from their advertisements placed on our portal website. We accomplish these objectives though sponsoredsearch, advanced tracking, advanced traffic generation technologies, and search engine optimization technologies in connection with the well-known portal websites indicated above. Our internet resources cost for internet advertising revenue was US$ 4.5 million and US$ 4.7 million for theyear ended 2009 and 2008, respectively. Our average gross profit ratio for internet advertising services is about 70%-80%. We had a relatively lowergross profit ratio, which is 59% for the year ended December 31, 2008, mainly as a result of the fact that we had not yet generated a stable client basein the first half of fiscal year 2008. With relatively limited revenue generated, the cost spent in the first half of fiscal year 2008 was not yet offset byan internet advertising business that had achieved the economy of scale that we had in the fiscal year 2009. However, this situation has beenimproved significantly since the third quarter of 2008, the gross profit ratio for the six months ended December 31, 2008 increased to 64%, whichled an increase of gross profit ratio for the year ended December 31, 2008 to 59% from 50% for the six months ended June 30, 2008. For the yearended December 31, 2009, the gross profit ratio for this segment improved to 75%. 56 ·TV advertisement time cost is the largest component of our cost of revenue for TV advertisement revenue. We purchase TV advertisement time fromabout ten different provincial TV stations and resell it to our TV advertisement clients through infomercials produced by us. Our TV advertisementtime cost was US$ 15.6 million and US$ 6.0 million for the year ended 2009 and 2008, respectively, which were in line with the increase of our TVadvertising revenue for the above mentioned periods. Our average gross profit ratio for TV advertising business is about 15%.·Our resale of internet advertising resources is also a segment that we launched in May 2008. We purchase advertising resources from Baidu in largevolumes, allowing us to enjoy a more favorable discount on rates. We normally purchase these internet resources for providing value-added servicesto our internet advertising clients on our own portal website www.28.com. However, besides placing advertisements on www.28.com, some of ouradvertising clients also want to use other direct channels for their promotions, so they purchase internet resources from us because, through us, theyhave access to lower rates as compared to the market price. The gross profit ratio for this business is relatively low (about 3%-5%) compared with ourother segments. In 2008, with less experience in running an internet advertising business on www.28.com, we over purchased internet resources andcould not use the resources to generate sufficient revenue to cover our costs due to our lack of a stable client base at that time. That is the mainreason for the negative gross margin we had in this business sector for the year ended December 31, 2008. However, this situation improvedsignificantly in the second half year of 2008, because we successfully increased our client base in the second half of 2008, and brought morerevenue into this business sector accordingly. For the year ended December 31, 2009, the gross profit ratio for this segment improved to 4%. Gross ProfitAs a result of the foregoing, our gross profit was US$ 16.5 million for the year ended December 31, 2009 compared to US$ 7.7 million for the sameperiod of 2008. According to our past experience, the comprehensive gross margin of our business is about 35%-45%. We achieved a much highercomprehensive gross margin for the year ended December 31, 2009 mainly due to the following reasons: (1) we have achieved a relatively stable client basein fiscal year 2009 which brought us more internet advertising revenue in fiscal year 2009 compared with that in fiscal year 2008, (2) the higher recognitionof our website www.28.com by our current and potential customers allowed us to scale back on the use of traffic generation technologies with respect to28.com and their associated costs and (3) our enhancements to our production services for our TV infomercials allowed us to provide, and generate fees for,higher margin services in our TV advertisement segment. Operating Expenses and Net IncomeOur operating expenses consist of selling expenses, general and administrative expenses and research and development expenses. The followingtables set forth our operating expenses, divided into their major categories by amount and as a percentage of our total revenues for the periods indicated. For the year ended December 31, 2009 2008 (Amounts expressed in thousands of US dollars, except percentages) Amount % of totalrevenueAmount % of totalrevenue Total Revenue 37,724 100% 21,508 100%Gross Profit 16,491 44% 7,722 36%Selling expenses 4,198 11% 2,705 13%General and administrative expenses 2,404 7% 1,041 5%Research and development expenses 480 1% 202 1%Total operating expenses 7,082 19% 3,948 19% 57Operating Expenses: Our operating expenses increased significantly to US$ 7.1 million for the year ended December 31, 2009 from US$ 3.9 million for thesame period of 2008.·Selling expenses: Selling expenses increased to US$ 4.2 million for the year ended December 31, 2009 from US$ 2.7 million for the same period of 2008.The increase in our selling expenses was mainly due to (1) increase in brand development expenses for www.28.com; (2) increase in staff performancebonuses due to increase of our revenue; (3) increase in traveling expenses and other marketing expenses due to the expansion of our revenue; and (4)increase in staff salary and benefits due to expansion of our sales force.Our selling expenses primarily consist of brand development advertising expenses we pay to TV stations for the television promotion of www.28.com,other advertising and promotional expenses, staff salaries, benefit and performance bonuses, website server hosting and broadband leasing expenses, andtravel and communication expenses. Among the selling expenses, our website brand development expenses on television accounted for approximately70% of the total selling expenses for the year ended December 31, 2009 and 2008, respectively. As we continue to expand our client base, we willincrease our sales force accordingly, which will result in an increase in selling expenses. In general, we expect selling expenses to remain relativelystable as a percentage of total revenues.· General and administrative expenses: general and administrative expenses increased to US$ 2.4 million for the year ended December 31, 2009 fromUS$ 1.0 million for the same period of 2008. The increase in our general and administrative expenses was mainly due to (1) the increase in staff salariesand benefits due to expansion of the business; (2) the increase in office expenses, entertainment expenses, and travel expenses due to expansion of thebusiness. (3) the increase in professional services charges related to reverse merger transaction and financing transaction, and (4) the increase in share-based compensation expenses recognized for of the issuance of our common stock in exchange for professional services.Our general and administrative expenses primarily consist of salaries and benefits for management, accounting and administrative personnel, officerentals, depreciation of office equipment, professional service fees, maintenance, utilities and other office expenses. We expect that our general andadministrative expenses will increase in future periods as we hire additional personnel and incur additional costs in connection with the expansion of ourbusiness and incur increased professional services costs in connection with disclosure requirements under applicable securities laws, and our efforts tocontinuing to improve our internal control systems in-line with the expansion of our business.·Research and development expenses: Research and development expenses increased to US$ 0.5 million for the year ended December 31, 2009 from US$0.2 million for the same period of 2008. These changes are mainly due to the increase of development cost to our client services based internettechnology in 2009.Our research and development expenses primarily consist of salaries and benefits for the research and development staff, equipment depreciationexpenses, and office utilities and supplies allocated to our research and development department. We expect that our research and development expenseswill increase in future periods as we will expand and optimize our portal website and upgrade our advertising management software. In general, weexpect research and development expenses to remain relatively stable as a percentage of total revenues.Operating Profit: As a result of the foregoing, our operating profit increased significantly to US$ 9.4 million for the year ended December 31, 2009 from US$3.8 million for the same period of 2008.Changes in Fair Value of Warrants: We accounted our warrants issued to investors and placement agent in August 2009 financing as derivative liabilitiesunder ASC Topic 815 “Derivatives and Hedging” (formerly SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”). Pursuant toASC Topic 815, a derivative liability should be measured at fair value at the commitment date, and re-measured at fair value with changes in fair valuerecorded in earnings at each reporting period. With the assistance of an independent appraisal firm, we gauged the total fair value of the warrants we issued inAugust 2009 financing to be approximately US$ 5.1 million as of August 21, 2009 (the Commitment Date) and re-measured to be approximately US$ 9.6million as of December 31, 2009. Therefore, approximately US$ 4.5 million was recorded as changes in fair value of warrants as a deduction of the operatingprofit for the year ended December 31, 2009.58 Interest Income: Our interest income increased to US$ 0.014 million for the year ended December 31, 2009 from US$ 0.008 million for the same period of2008, primarily as a result of higher cash and cash equivalent balances generated from our operating and financing activities.Other Income and Other Expenses: Other income and other expenses represent miscellaneous non-operating related income and expenses occurred. Theincrease of the other expenses for the year ended December 31, 2009 was due to our donation of about US$ 0.08 million to China Communist Youth LeagueQinghai Committee to support young people starting their own business with the help of infomercials provided by www.28.com.Income Tax: We recognized an income tax expense of US$ 0.88 million for the year ended December 31, 2009 and US$ 0.96 million for the same period of2008.With an effective date of September 4, 2009, one of our PRC operating entities, Business Opportunity Online obtained the approval of its reassessment of thequalification as a “High and New Technology Enterprise” under the New EIT law and was entitled to a favorable statutory tax rate of 15%. Under theprevious EIT laws and regulations, High and New Technology Enterprises enjoyed a favorable tax rate of 15% and were exempted from income tax for threeyears beginning with their first year of operations, and were entitled to a 50% tax reduction to 7.5% for the subsequent three years and 15% thereafter. Thecurrent EIT Law provides grandfathering treatment for enterprises that were (1) qualified as High and New Technology Enterprises under the previous EITlaws, and (2) established before March 16, 2007, if they continue to meet the criteria for High and New Technology Enterprises under the current EIT Law.The grandfathering provision allows Business Opportunity Online to continue enjoying their unexpired tax holidays provided by the previous EIT laws andregulations. Business Opportunity Online was eligible to enjoy the grandfathering treatment, because it was established before March 16, 2007 and wasqualified as a “High and New Technology Enterprise” under the previous EIT laws, which was granted with a three-year EIT exemption from fiscal year 2005through 2007 and an 50% EIT deduction to 7.5% from fiscal year 2008 through fiscal year 2010. Therefore, its income tax was computed using a tax rate of7.5% for the year ended December 31, 2009 due to its unexpired tax holidays for fiscal year 2009 through fiscal year 2010. However, for fiscal year 2008, itsincome tax was computed using an effective tax rate of 25% due to not obtaining the reassessment of the qualification as a “High and New TechnologyEnterprise” under the New EIT law as of December 31, 2008. The applicable income tax rate for Beijing CNET Online was 25% for the year ended December 31, 2009 and 2008. Rise King WFOE as a software companyhad a net loss for the year ended December 31, 2008 and was granted a two-year EIT exemption for fiscal year 2009 (its first profitable year) through fiscalyear 2010 and a 50% reduction of its applicable EIT rate which is 25% for fiscal year 2011 through fiscal year 2013. Therefore, no income tax expense wasaccrued for Rise King WFOE for the year ended December 31, 2009 and 2008. Net Income: As a result of the foregoing, our net income amounted to US$ 4.0 million for the year ended December 31, 2009 as compared to US$ 2.8 millionfor the same period of 2008. Excluding the non-cash charges recorded as changes in fair value of warrants for the year ended December 31, 2009, which wasapproximately US$ 4.4 million, we achieved net income amounted to US$ 8.4 million and US$ 2.8 million for the year ended December 31, 2009 and 2008,respectively.Beneficial conversion feature of Series A convertible preferred stock: We evaluated whether a beneficial conversion feature exists by comparing theoperable conversion price of Series A preferred stock with the fair value of the common stock at the commitment date. We concluded that the fair value ofcommon stock was greater than the operable conversion price of Series A preferred stock at the commitment date and the intrinsic value of the beneficialconversion feature is greater than the proceeds allocated to the Series A preferred stock. In accordance to ASC Topic 470 subtopic 20, if the intrinsic value ofbeneficial conversion feature is greater than the proceeds allocated to the Series A preferred stock, the amount of the discount assigned to the beneficialconversion feature is limited to the amount of the proceeds allocated to the Series A preferred stock, which is approximately US$5.9 million. Accordingly,the total proceeds allocated to Series A preferred stock were allocated to the beneficial conversion feature with a credit to Additional paid-in capital upon theissuance of the Series A preferred stock. Since the Series A preferred stock may convert to our common stock at any time on or after the initial issuing date,all discount was immediately recognized as a deemed dividend and a reduction to net income attributable to common shareholders. 59 Dividend for Series A convertible preferred stock: Dividend to Series A convertible stock holders was calculated at the per annum rate of 10% of theliquidation preference amount of the Series A preferred stock which was US$10,304,000 for the year ended December 31, 2009 commencing from thedividend commencement date which is August 21, 2009. B.LIQUIDITY AND CAPITAL RESOURCES Cash and cash equivalents represent cash on hand and deposits held at call with banks. We consider all highly liquid investments with originalmaturities of three months or less at the time of purchase to be cash equivalents. As of December 31, 2009, we had cash and cash equivalents of US$ 13.9million. Our liquidity needs include (i) net cash used in operating activities that consists of (a) cash required to fund the initial build-out and continuedexpansion of our network and (b) our working capital needs, which include advanced payment for advertising time purchased from TV stations and forinternet resources providers, payment of our operating expenses and financing of our accounts receivable; and (ii) net cash used in investing activities thatconsists of the investments in computers and other office equipment. To date, we have financed our liquidity need primarily through proceeds from ouroperating activities.The following table provides detailed information about our net cash flow for the periods indicated For the year ended December 31, 2009 2008 Amounts in thousands of USdollars Net cash provided by operating activities 4,617 821 Net cash used in investing activities (930) (497)Net cash provided by financing actives 7,544 1,981 Effect of foreign currency exchange rate changes on cash 7 57 Net increase in cash and cash equivalents 11,238 2,362 Net cash provided by operating activates: Our net cash provided by operating activities increased to US$ 4.6 million for the year ended December 31, 2009from US$ 0.8 million for the same period of 2008. This is mainly resulting from the increase in our net profit.Net cash used in investing activities: Our net cash used in investing activities increased to US$ 0.9 million for the year ended December 31, 2009 from US$0.5 million for the same period of 2008. This is because, during 2009, our company purchased more vehicle, computers and office equipment as a result of theexpansion of our business and increase in our staff.Net cash provided by financing activities: Our net cash provided by financing activities increased to US$ 7.5 million for the year ended December 31, 2009from US$ 2.0 million for the same period of 2008. This is mainly because we completed our August 2009 financing and received net proceeds of US$ 9.2million from this financing. We also used approximately US$ 1.3 million to pay off the third party loans during fiscal year 2009 and US$ 0.3 million tocancel and retire 4,400,000 shares of our common stock immediately prior to the reverse merger transaction. Net cash provided by financing activities for theyear ended December 31, 2008 was mainly sourced from short-term loans we borrowed from third parties and our directors in that period. 60Our accounts receivable balance as of December 31, 2009 increased to approximately US$3.2 million as compared to US$1.0 million as of December31, 2008. This increase resulted from our adoption of a more aggressive policy of extending credit to our customers in 2009 , allowing our customers to paytheir fees after we provided advertising services to them. In connection with these extensions of credit, we in turn granted credit discounts to our customers asincentives for them to pay in advance. Our main goal in adopting this strategy was to increase market share and revenue. In contract, in 2008, we normallyrequired all customers to pay for the advertising services that we provide in advance. Approximately US$2.2 million in receivables accrued in 2009 havebeen collected after year end. We will continue to strengthen our efforts to manage proactively the collections of our accounts receivable, and to restrict ourcredit policy accordingly if we determine that there is any significant risk of a material increase in bad debts.Our other receivables balance as of December 31, 2009 increased to approximately US$ 2.6 million, including approximately US$2.3 million thatwe remitted to third party as an advanced deposit to participate in a bidding process for 2010 TV advertisement time on several TV stations. In January 2010,we have collected approximately US$1.6 million of our other receivables accrued in 2009. The remaining balance of our other receivables is comprised ofstaff advances paid for normal business purposes. We believe the likelihood of our collection of the remaining balance is high due to the nature of thesereceivables.Our ability to pay dividends is primarily dependent on receiving distributions of funds from our PRC operating entities. Relevant PRC statutorylaws and regulations permit payments of dividends by our PRC operating entities only out of their retained earnings, if any, as determined in accordance withPRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP differ fromthose reflected in the statutory financial statements of our PRC operating entities.In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, a foreign invested enterpriseestablished in the PRC is required to provide certain statutory reserves, namely general reserve fund, the enterprise expansion fund and staff welfare andbonus fund which are appropriated from net profit as reported in the enterprise’s PRC statutory accounts. A wholly-owned foreign invested enterprise isrequired to allocate at least 10% of its annual after-tax profit to the general reserve until such reserve has reached 50% of its respective registered capitalbased on the enterprise’s PRC statutory accounts. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of theboard of directors for all foreign invested enterprises. The aforementioned reserves can only be used for specific purposes and are not distributable as cashdividends. Rising King WFOE was established as a wholly-owned foreign invested enterprise and therefore is subject to the above mandated restrictions ondistributable profits.Additionally, in accordance with the Company Law of the PRC, a domestic enterprise is required to provide statutory common reserve at least 10%of its annual after-tax profit until such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. Adomestic enterprise is also required to provide for discretionary surplus reserve, at the discretion of the board of directors, from the profits determined inaccordance with the enterprise’s PRC statutory accounts. The aforementioned reserves can only be used for specific purposes and are not distributable as cashdividends. China Net Beijing and Business Opportunity Online were established as a domestic invested enterprise and therefore are subject to the abovemandated restrictions on distributable profits.As a result of these PRC laws and regulations that require annual appropriations of 10% of after-tax income to be set aside prior to payment ofdividends as general reserve fund, our PRC operating entities are restricted in their ability to transfer a portion of their net assets to us. Amounts restrictedinclude paid-in capital and statutory reserve funds of our PRC operating entities as determined pursuant to PRC generally accepted accounting principles,totaling approximately US$1.1 million as of December 31, 2009. 61In addition, we entered contractual arrangements with our PRC Operating Entities including engaging Rise King WOFE as the exclusive servicesprovider to provide comprehensive technical support, business support and related consulting services to our PRC Operating entities which allow Rise KingWFOE to receive service fee accordingly. Under PRC law, arrangements and transactions among related parties may be subject to audit or challenge by thePRC tax authorities. If any of the transactions we have entered into among our subsidiaries and affiliated entities are found not to be on an arm’s-length basis,or to result in an unreasonable reduction in tax under PRC law, the PRC tax authorities have the authority to disallow our tax savings, adjust the profits andlosses of our respective PRC entities and assess late payment interest and penalties. The PRC tax authorities may require us to adjust our taxable incomeunder the contractual arrangements with the PRC Operating Entities we currently have in place in a manner that would materially and adversely affect thePRC Operating Entities’ ability to pay dividends and other distributions to us. C.Off-Balance Sheet ArrangementsNone. D.Tabular Disclosure of Contractual Obligations The following table sets forth our company’s contractual obligations as of December 31, 2009: Rentalpayments Server hostingand board-band leasepayments TVadvertisement purchasepayments Total US$(’000) US$(’000) US$(’000) US$(’000) Year ended December 31, -2010 261 84 31,752 32,097 -2011 261 - - 261 -Thereafter - - - - Total 522 84 31,752 32,358 ITEM 7B. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company, we are not required to include disclosure under this Item. ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Our consolidated financial statements and the notes thereto begin on page F-1 of this Annual Report. ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None ITEM 9A. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures. 62 Disclosure Controls Under the supervision and with the participation of management, including our chief executive officer and the chief financial officer, we conducted anevaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under theExchange Act, as of the end of December 31, 2009. Based on this evaluation, our chief executive officer and chief financial officer concluded as of December31, 2009 that our disclosure controls and procedures were effective such that the material information required to be included in our SEC reports is recorded,processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including our consolidatingsubsidiaries, and was made known to them by others within those entities, particularly during the period when this report was being prepared. Management’s Report on Internal Control Over Financial Reporting This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of thecompany's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly publiccompanies (b) Changes in Internal Controls. In addition, no change in our internal control over financial reporting (as defined in Rules 13a-15 or 15d-15 under the 1934 Act) occurred during the fourthquarter of the year ended December 31, 2009, that has materially affected, or is reasonably likely to materially affect, our internal control over financialreporting. ITEM 9B. OTHER INFORMATION None. PART III ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Executive Officers and DirectorsThe following discussion sets forth information regarding the executive officers and directors of the Company as of March 30, 2010. The board of directorsis comprised of only one class. All of the directors will serve until the next annual meeting of shareholders and until their successors are elected and qualified,or until their earlier death, retirement, resignation or removal. To date we have not had an annual meeting. Provided below is a brief description of ourexecutive officers’ and directors’ business experience during the past five years.Name Age PositionHandong Cheng 38 Chairman of the Board, Chief Executive Officer and PresidentZhige Zhang 35 Chief Financial Officer, Treasurer and DirectorXuanfu Liu 43 Chief Operating Officer and SecretaryHai Cui 39 Vice President, Head of Bank Kiosk UnitWen Hu 40 Vice President, Head of Television OperationsLi Wang 45 Vice President, Head of Human ResourcesBing Zhang 39 Vice President, Head of Business Development and AdministrationMin Wu 36 Finance DirectorXinwei Liu 33 Vice General Manager, Head of 28.comHongli Xu 40 Chief Technology Officer Zhiqing Chen 36 Director Mototaka Watanabe 67 Director Douglas MacLellan 54 Director 63 Handong Cheng, Chief Executive Office, President and DirectorMr. Cheng has served as Chief Executive Officer of China Net since September 2007. Prior to that role, from October 2003 to September 2007, Mr.Cheng acted as President of China Net Online Advertising Limited. Mr. Cheng holds and EMBA from Guanghua School of Management in Beijing, and adegree in economic law from the College of Law of Wuhan University. Mr. Cheng appropriately serves on the Board of Directors as Chairman, ChiefExecutive Officer and President because he has acted as the instrumental visionary for our company since 2003, forging our key business strategies that haveled to our current success. Zhige Zhang, Chief Financial Officer, Treasurer and Director Mr. Zhang has served as Chief Financial Officer of China Net since January 2009. Prior to that role, from January 2008 to January 2009, Mr. Zhangserved as Executive Director of China Net. From January 2007 to December 2007, Mr. Zhang was Director and Vice President of Fu Jian Rong Ji SoftwareLimited. From August 2002 to December 2006, Mr. Zhang acted as Chief Operating Officer of Beijing HSHZ Information System EngineeringCompany. Mr. Zhang holds a degree in industry design from Guilin University of Electronic Technology. Xuanfu Liu, Chief Operating Officer and Secretary Mr. Liu joined Business Opportunity Online as a Vice President in January 2004, and has served as Chief Operating Officer of China Net sinceSeptember 2007. Prior to joining Business Opportunity Online, Mr. Liu acted as a human resources officer at Chang Jiang Wired Electricity Factory inWuhan, China. Mr. Liu is the brother of Xinwei Liu.Hai Cui, Vice President Mr. Cui, has served as a Vice President and Head of the Bank Kiosk Unit since 2008. Prior to serving in that role, from 2005 to 2007, Mr. Cui servedas a director and General Manager of Shanghai Borongdingsi. From 2001 to 2005, Mr. Cui was General Manager of Guang Zhou Hui Gang Technology Co.,Limited. Mr. Cui holds a M.S. in Computer Engineering from the College of Information Engineering, University of Zhengzhou.Wen Hu, Vice President Mr. Hu has served as a Vice President and Head of Television Operations since October 2007. Prior to serving as a Vice President of China Net, fromOctober 2005 to September 2007, Mr. Hu acted as Vice General Manager of China Net. Prior to joining China Net, from March 1999 to February 2004, Mr.Hu was Vice General Manager of Beijing Te Li Jie Tidy Technology Limited. Mr. Hu graduated in 1991 from Hu Bei Xiao Gan City Radio and TelevisionUniversity.Li Wang, Vice President Ms. Wang has served as a Vice President and Head of Human Resources since September 2007. Prior to serving in that role, from August 2005 toAugust 2007, Ms. Wang acted as Senior Financial Director of China Net Online Advertising Limited. From November 2001 to July 2005, Ms. Wang acted asFinancial Director for Tidynet Cleaning Technology Limited, Beijing. Ms. Wang holds a degree in accounting from Hu Bei Xiao Gan District BusinessSchool (now Xiao Gan Professional Technology College).Bing Zhang, Vice President Mr. Zhang, has served as a Vice President and Head of Business Development and Administration since 2008. Prior to serving in that role, from2004 to 2007, Mr. Zhang acted as a Senior Consultant to China Net Online Advertising Limited. From 2001 to 2003, Mr. Zhang acted as General Manager forShanghai JOINNS Company. Mr. Zhang holds a M.S. in Chemical Engineering Technology from School of Chemical Engineering, University of Zhengzhou. 64Min Wu, Finance Director and Principal Accounting Officer Ms. Wu has served as Finance Director and principal accounting officer of China Net since February 2009. Prior to serving in that role, from May2005 to December 2007, Ms. Wu acted as Financial Manager of Neotel Telecom Engineering Co., Limited. From February 2001 to May 2003, Ms. Wu wasan accountant with Shenzhen Branch of Shanghai Pudong Development Bank. Ms. Wu holds a degree in business management from South CentralUniversity of Finance and Law, and a MBA from University of Science and Technology, Beijing. Hongli Xu, Chief Technology Officer Mr. Xu served as Project Manager at ThinkingPower Technology Co., Ltd., from 2004 to 2006, an e-government software company focused on thebroadcasting and television industry, where Mr. Xu oversaw the development and management of a full suite of software products designed to improvegovernment interactions with citizens and businesses. From 2001 to 2004, Mr. Xu was Product Manager at Acer Digital Services (China) Company, theworld's third largest PC manufacturer, where he was in charge of internet product development for several of the Company's subsidiaries. From 1998 to 2000,Mr. Xu served as Project Manager at Colored Ribbons Information System Co., Ltd, a software development company focused on the electron industry, wherehe was directly responsible for analyzing, designing, and testing business application solutions and software products. Mr. Xu created the first B2B websitein China, "CCEC.com." Mr. Xu holds a Bachelor Degree in Software from Dalian University of Technology. Xinwei Liu, Vice General Manager Mr. Liu has served as Vice General Manager and Head of 28.com since 2005. Prior to becoming Vice General Manager of China Net, from 2003 to2005, Mr. Liu acted as Managing Director of the China Net Advertising Department. Mr. Liu is the brother of Mr. Xuanfu Liu. Zhiqing Chen, DirectorMr. Chen is a partner of Jin Mao P.R.C. Lawyers in Shanghai, specializing in corporate law, including foreign investments and mergers andacquisitions. 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 MercifulGroups Co., Ltd. Mr. Chen received a law degree in international economics from East China University, a master’s degree in economic philosophy fromFudan University, and an EMBA degree from Beijing University.Mototaka Watanabe, DirectorMr. Watanabe serves as a corporate advisor to SJI, Inc. (Jasdaq Market), a provider of computer and computer peripheral equipment and softwaremerchant wholesaler, and has served in several capacities there since 2005, including operating officer, manager of the president’s office and corporateauditor. From 2000 to 2005, Mr. Watanabe served as the executive director for TCC Inc., a power conversion company specializing in high qualityconnectors and adapters for the RF connector industry. Mr. Watanabe graduated in 1966 from Chuo University Faculty of Commerce in Japan.Douglas MacLellan, DirectorMr. MacLellan currently serves as chairman and chief executive officer at Radient Pharmaceuticals, Inc. (AMEX: RPC), a vertically integratedspecialty pharmaceutical company, and also serves as chairman and chief executive officer for the MacLellan Group, an international financial advisory firmestablished in 1992, where he advises clients on strategic planning, operational activities, corporate finance, economic policy, asset allocation and mergers &acquisitions. From 2005 to 2009, Mr. MacLellan was co-founder and vice chairman at Ocean Smart, Inc. (OTCBB: OCSM), a Canadian based aquaculturecompany. From 2002 to 2006, Mr. MacLellan served as chairman and co-founder at Broadband Access MarketSpace, Ltd., a China based IT advisory firm,and was also co-founder at Datalex Corp., a software and IT company specializing in mainframe applications, from 1997 to 2002. MacLellan was educated atthe University of Southern California, where he received advanced training in classical economic theory and international relations. 65Family RelationshipsThere are no family relationships between any of our directors or executive officers except that Mr. Xinwei Liu is the brother of Mr. Xuanfu Liu. Corporation GovernanceOur board of directors has an audit committee, a nominating and corporate governance committee and a compensation committee, each of which wasformed on November 30, 2009.Audit Committee Our board of directors has a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the SecuritiesExchange Act of 1934, as amended. Zhiqing Chen, Mototaka Watanabe and Douglas MacLellan serve on the audit committee. Our board of directors hasdetermined that each of our Audit Committee members is “independent” as defined by Section 803A of the NYSE Amex Company Guide. Our board of directors has determined that we have at least one “audit committee financial expert,” as defined by the rules and regulations of the SEC, servingon our audit committee, and that Douglas MacLellan is the “audit committee financial expert.” For information about Mr. MacLellan’s relevant experiencewhich qualifies him as an “audit committee financial expert,” please see a description of his business experience under the section entitled, “ExecutiveOfficers and Directors.”Nominating and Corporate Governance CommitteeThe purpose of the nominating and corporate governance committee is to assist our board of directors in identifying qualified individuals to becomeboard members, in determining the composition of the board of directors and in monitoring the process to assess board effectiveness. Each of Messrs. Chen,Watanabe and MacLellan are members of the nominating and corporate governance committee. The nominating and corporate governance committeeoperates under a written charter. Mr. Chen is the chairman of nominating and corporate governance committee.Compensation CommitteeThe compensation committee is responsible for (a) reviewing and providing recommendations to the board of directors on matters relating toemployee compensation and benefit plans, and (b) assisting the board in determining the compensation of the chief executive officer and makingrecommendations to the board with respect to the compensation of the chief financial officer, other executive officers of the Company and independentdirectors. Each of Messrs. Chen, Watanabe and MacLellan are members of the compensation committee. The compensation committee operates under awritten charter. Mr. MacLellan is the chairman of compensation committee.Code of EthicsWe adopted a Corporate Code of Ethics and Conduct on December 21, 2009. The Code of Ethics is designed to deter wrongdoing and to promoteethical conduct and full, fair, accurate, timely and understandable reports that the Company files or submits to the Securities and Exchange Commission andothers. A copy of the Code of Ethics is included as Exhibit 14.1 to this Annual Report on Form 10. A copy of the Code of Ethics is available on our websiteat www.chinanet-online.com. 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 MinZhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC 100195. 66 Mr. Handong Cheng holds the positions of principal executive officer and chairman of the Board of Company. The board has not designated a leaddirector. Given the limited number of directors comprising the board, the independent directors call and plan their executive sessions collaboratively and,between board meetings, communicate with management and one another directly. In the circumstances, the directors believe that formalizing in a leaddirector functions in which they all participate might detract from rather than enhance performance of their responsibilities as directors.The Board of Directors receives regular reports from the Chief Executive Officer and members of senior management on operational, financial, legaland regulatory issues and risks. The Audit Committee of the Board additionally is charged under its Charter with oversight of financial risk, including theCompany’s internal controls, and it receives regular reports from management, the Company’s internal auditors and the Company’s independent auditors.When-ever a Committee of the Board receives a report involving risk identification, risk management or risk mitigation, the Chairman of the Committeereports on that discussion, as appropriate, to the full Board during the next Board meeting.Security Holder Recommendation of Board Nominees There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons whobeneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownershipand reports of changes in ownership of our common stock and other equity securities. These executive officers, directors, and greater than 10% beneficialowners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all other filingrequirements applicable to our executive officers, directors and greater than 10% beneficial owners were complied with during 2009. ITEM 11. EXECUTIVE COMPENSATIONBackground and Compensation Philosophy Our Board of Directors has not adopted or established a formal policy or procedure for determining the amount of compensation paid to ourexecutive officers. No pre-established, objective performance goals or metrics have been used by the Board of Directors in determining the compensation ofour executive officers. Elements of Compensation Some of our executive officers receive a base salary to compensate them for services rendered during the year. Our policy of compensating ourcertain executives with a cash salary has served the Company well. Because of our history of attracting and retaining executive talent, we do not believe it isnecessary at this time to provide our executives equity incentives, or other benefits for the Company to continue to be successful. 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 thesole discretion of the Board of Director. 67 Equity Incentives. We have not granted stock based awards as a component of compensation to our executive officers. In the future, we may makeawards under our equity incentive plan which awards may be granted if our Compensation Committee determines that it is in our best interest and the bestinterest of our stockholders to do so.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 viewperquisites 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 all cash compensation paid by the Company, as well as certain other compensation paid or accrued, for each of the lastthree fiscal years of our company to each named executive officer. Summary Compensation of Named Executive OfficersName and Principal Position FiscalYear Salary($) All OtherCompensation($) Total ($) G. Edward Hancock*Former President 20092008 1,2506,300 -- 1,2506,300 Handong Cheng,Chairman of the Board,President and Chief Executive Officer 20092008 26,57712,009 -- 26,57712,009 Zhige Zhang,Chief Financial Officer, Treasurer and Secretary 20092008 19,142- -- 19,142- Xuanfu LiuChief Operating Officer 20092008 19,108- -- 19,108- Hai CuiVice President, Head of Bank Kiosk Unit 20092008 8,951- 365- 9,316- Wen HuVice President, Head of Television Operations 20092008 18,6327,531 365- 18,9977,531 Li WangVice President, Head of Human Resources 20092008 17,6588,999 365- 18,0238,999 Bing ZhangVice President, Head of Business Development and Administration 20092008 17,892- 365- 18,257- Xinwei LiuVice General Manager, 28.com 20092008 19,5239,729 365- 19,8889,729 Hongli XuChief Technology Officer 20092008 5,967- -- 5,967- Min WuFinance Director 20092008 15,131- 365- 15,496- * Mr .Hancock resigned as President on June 26, 2009, in connection with the Share Exchange.68 Other compensation represents the aggregate grant date fair value of the restricted shares granted to each named executive officer for financialreporting purpose pursuant to FASB ASC Topic 718 during fiscal year 2009.Employment AgreementsWe entered into a standard employment contract with our executive officers from fiscal year 2009 for a set period of years. According to thesecontracts, these executive officers will devote substantially all of his time to the service of the Company and may not compete directly or indirectly withus. Before that, we didn’t have any employment agreements with any of our executive officers.We entered into a standard employment contract with other employees for a set period of years. According to these contracts, all of our employeesare prohibited from engaging in any activities that compete with our business during the period of their employment with us. The Company does not have change-in-control agreements with any of its directors or executive officers, and the Company is not obligated to payseverance or other enhanced benefits to executive officers upon termination of their employment. Outstanding Equity Awards at Fiscal Year-EndOption Awards Name Grant Date Number ofsecuritiesunderlyingUnexercisedOptions (#)Exercisable Number ofsecuritiesunderlyingUnexercisedOptions (#)Unexercisable Option ExercisePrice ($) OptionExpirationDate Market Value ofUnexercisedOptions ($) Douglas MacLelllan 11/30/2009 - 44,000 5 11/29/2014 - Zhiqing Chen 11/30/2009 - 5,000 5 11/29/2014 - Mototaka Watanabe 11/30/2009 - 5,000 5 11/29/2014 - 69 Vesting Schedule for unexercisable options Vesting Schedule Name Grant Date 2010 2011 Douglas MacLelllan 11/30/2009 22,000 22,000 Zhiqing Chen 11/30/2009 2,500 2,500 Mototaka Watanabe 11/30/2009 2,500 2,500 Total 27,000 27,000 Director Compensation for the fiscal year 2009Name Fees Earnedor Paid inCash Stock Awards OptionAwards Non-equityincentive plancompensation Non-qualifieddeferredcompensationearnings All OtherCompensation Total Douglas MacLellan $5,000 - - - - - $5,000 Zhiqing Chen $500 - - - - - $500 Mototaka Watanabe $500 - - - - - $500 Pursuant to one year agreements with the Company each of Messrs. Chen and Watanabe will receive a fee of $300 per month for the term of the agreement, aswell $200 per month as long as each serves on the Audit Committee, while Mr. MacLellan will receive a monthly fee of $3,000 for the term of the agreement,as well as $2,000 a month so long as he serves as the Audit Committee Chairman. Upon execution of their agreements, Messrs. Chen and Watanabe were eachawarded a 5-year option to purchase up to 5,000 shares of common stock of the Company at $5.00 per share, such options vesting in quarterly installmentsannually over 24 months, so long as each is, respectively, a member of the board of directors. Upon execution of his agreement, Mr. MacLellan was awarded(i) one 5-year option to purchase up to 24,000 shares of common stock of the Company at $5.00 per share, such options vesting in quarterly installmentsannually over 24 months, so long as he is a member of the board of directors and (ii) one 5-year option to purchase up to 20,000 shares of common stock ofthe Company at $5.00 per share, such options vesting in quarterly installments over 24 months, so long as he is Chairman of the Audit Committee. TheCompany will also reimburse each Independent Director for expenses related to his or her attending meetings of the board, meetings of committees of theboard, executive sessions and shareholder meetings. ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERSThe following table sets forth certain information regarding beneficial ownership of our Common Stock as of March , 2010 by (i) each person (orgroup of affiliated persons) who is known by us to own more than five percent of the outstanding shares of our common stock, (ii) each director and executiveofficer, and (iii) all of our directors and executive officers and director nominees as a group. As of March 29, 2010, we had 16,426,320 shares of CommonStock issued and outstanding.70 Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Unlessotherwise noted, the principal address of each of the stockholders, directors and officers listed below is No. 3 Min Zhuang Road, Building 6, Yu Quan Hui GuTuspark, Haidian District, Beijing, PRC 100195. All share ownership figures include shares of our Common Stock issuable upon securities convertible or exchangeable into shares of our Common Stockwithin sixty (60) days of March 29, 2010, which are deemed outstanding and beneficially owned by such person for purposes of computing his or herpercentage ownership, but not for purposes of computing the percentage ownership of any other person. Name and Address of Beneficial Owner AmountandNature ofBeneficialOwnership PercentageofOutstandingShares ofCommonStock Rise King Investments Limited (1) (6) 7,434,940 45.26% Star (China) Holdings Limited (2) 1,279,080 7.79% Surplus Elegant Investment Limited (3) 1,879,080 11.44% Allglad Limited (4) 1,279,080 7.79% Clear Jolly Holdings Limited (5) 1,279,080 7.79% Li Sun (6) 7,434,940 45.26% Handong Cheng (6) 7,434,940 45.26% Xuanfu Liu (6) 7,434,940 45.26% Sansar Capital Management (7) 1,640,989 9.99% Taylor International Fund, Ltd. (8) 1,100,000 6.70% Zhige Zhang - * Hai Cui 150 * Wen Hu 150 * Li Wang 150 * Bing Zhang 150 * Min Wu 150 * Xinwei Liu 150 * Hongli Xu - * Douglas McLellan - * Mototaka Watanabe - * Zhiqing Chen - * All Directors and Executive Officers, as a group (11) 7,435,840 45.27% * Less than one percent 71 (1)The business address of Rise King Investments Limited is P.O. Box 957, Offshore Incorporations Center, Road Town, Tortola, British VirginIslands. (2)The business address of Star (China) Holdings Limited is P.O. Box 957, Offshore Incorporations, Center, Road Town, Tortola, British VirginIslands. (3)The business address of Surplus Elegant Investments Limited is Portcullis Trustnet Chambers, Road Town, Tortola, British Virgin Islands. (4)The Business address of Allglad Limited is P.O. Box 957, Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands. (5)The business address of Clear Jolly Holdings Limited is P.O. Box 957, Offshore Incorporations Center, Road Town, Tortola, British VirginIslands. (6)In accordance with an Entrustment Agreement, dated June 5, 2009, by and between Rise King Investments Limited (“Rise King”) and HandongCheng, Xuanfu Liu and Li Sun (collectively, the “Grantees”), Rise King collectively delegated to the Grantees its direct or indirect rights as astockholder of China Net Online Media Group Limited, CNET Online Technology Limited, Rise King Century Technology Development(Beijing) Co., Ltd., or any subsidiaries of such companies (collectively, the “Covered Companies”), including the direct or indirect right to voteany equity interest in the Covered Companies, or to designate the management of such companies. As a result of the delegation of authorityunder the Entrustment Agreement, Mr. Cheng, Mr. Liu and Ms. Sun may be deemed to be beneficial owners of the shares of our common stockheld by Rise King. Each of Mr. Cheng, Mr. Liu and Ms. Sun disclaim such beneficial ownership, and this prospectus shall not be deemed to bean admission that Mr. Cheng, Mr. Liu or Ms. Sun is the beneficial owner of any such shares for any purpose. (7)Consists of 1,000,000 shares underlying Series A Preferred Stock and Series A-1 and Series A-2 Warrants to purchase up to 1,000,000 shares ofour Common Stock, subject to a 9.99% limitation on beneficial ownership of our Common Stock as more fully described in note 3 to the SellingStockholder table below. Mr. Sanjay Motwani, portfolio manager has voting and dispositive power over the shares held by Sansar CapitalManagement. Mr. Motwani may be deemed to beneficially own the shares of Common Stock held by Sansar Capital Management. Mr. Motwanidisclaims beneficial ownership of such shares. The address for Sansar Capital Management is 135 E 57th Street 23rd Floor, New York, NY10022, U. S. A. (8)Consists of 100,000 shares of Common Stock, 500,000 shares underlying Series A Preferred Stock and Series A-1 and Series A-2 Warrants topurchase up to 500,000 shares of our Common Stock, subject to a 9.99% limitation on beneficial ownership of our Common Stock as more fullydescribed in note 3 to the Selling Stockholder table below. Stephen S. Taylor, portfolio manager has voting and dispositive power over theshares held by Taylor International Fund Ltd. Mr. Taylor may be deemed to beneficially own the shares of Common Stock held by TaylorInternational Fund, Ltd. Mr. Taylor disclaims beneficial ownership of such shares. The address for Taylor International Fund, Ltd. is 714 SouthDearborn Street,2nd floor, Chicago, IL 60605. Equity Compensation Plan Information at December 31, 2009The following tabular disclosure provides information as of December 31, 2009 regarding the Company’s common stock authorized for issuance underequity compensation plans.Plan Category Number of Securities to beIssued upon Exercise ofOutstandingOptions WeightedAverageExercise PriceOfOutstandingOptions andRights Number of SecuritiesRemaining Available forFuture Issuance Under EquityCompensation Plans Equity compensation plans approved by security holders 54,000 $5.00 4,891,980 Equity compensation plans not approved by security holders - - - Total 54,000 4,891,980 72 Our 2009 Omnibus Securities and Incentive Plan (the “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 particularemployee, director or consultant as provided herein (the “Awards”). Certain Awards are intended to qualify as “incentive stock options” within the meaningof our Internal Revenue Code (the “Code”). The Plan was approved by our Board on October 30, 2009, but has not yet been approved by our stockholders.The total number of shares of our common stock that may be issued under the Plan may not exceed 5,000,000. In connection with the Financing, weagreed that during a period ending on August 20, 2012, such issuances shall not exceed ten percent (10%) of the issued and outstanding shares of CommonStock of the Company in the aggregate.73Changes in Control There are no arrangements known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date resultin a change in control of the Company. ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Certain Relationships and Related Transactions PRC law currently limits foreign equity ownership of companies that provide value-added telecommunication services and advertisement services(in case the parent company is not qualified). To comply with these foreign ownership restrictions, we operate our business in China through a series ofcontractual arrangements with the PRC Operating Subsidiaries and its shareholders. Some of the shareholders of the PRC Operating Subsidiaries are also ourdirectors and executive officers. These agreements are summarized as follows:Exclusive Business Cooperation AgreementsPursuant to Exclusive Business Cooperation Agreements entered into by and between Rise King WFOE and each of the PRC Operating Subsidiariesin October 2008, Rise King WFOE has the exclusive right to provide to the PRC Operating Subsidiaries complete technical support, business support andrelated consulting services, which include, among other things, technical services, business consultations, equipment or property leasing, marketingconsultancy and product research. Each PRC Operating Subsidiary has agreed to pay an annual service fee to Rise King WFOE equal to 100% of its auditedtotal amount of operational income each year. Each PRC Operating Subsidiary has also agreed to pay a monthly service fee to Rise King WFOE equal to100% of the net income generated on a monthly basis. The payment and terms of payment are fixed to ensure that Rise King WFOE obtains 100% of the netincome for that month, although adjustments may be made upon approval by Rise King WFOE to provide for operational needs. If at year end, after an auditof the financial statements of any PRC Operating Subsidiary, there is determined to be any shortfall in the payment of 100% of the annual net income, suchPRC Operating Subsidiary must pay such shortfall to Rise King WFOE. Each agreement has a ten-year term, subject to renewal and early termination inaccordance with the terms therein.Exclusive Option AgreementsUnder Exclusive Option Agreements entered into by and among Rise King WFOE, each of the PRC Shareholders, dated as of October 8, 2008, eachof the PRC Shareholders irrevocably granted to Rise King WFOE or its designated person an exclusive option to purchase, to the extent permitted by PRClaw, a portion or all of their respective equity interest in any PRC Operating Subsidiary for a purchase price of RMB 10 or a purchase price to be adjusted tobe in compliance with applicable PRC laws and regulations. Rise King WFOE or its designated person has the sole discretion to decide when to exercise theoption, whether in part or in full. Each of these agreements has a ten-year term, subject to renewal at the election of Rise King WFOE.Equity Pledge AgreementsUnder the Equity Pledge Agreements entered into by and among Rise King WFOE, the PRC Operating Subsidiaries and each of the PRCShareholders, dated as of October 8, 2008, the PRC Shareholders pledge, all of their equity interests in PRC Operating Subsidiaries to guarantee BeijingCNET Online’s performance of its obligations under the Exclusive Business Cooperation Agreement. If Beijing CNET Online or any of the PRC Shareholdersbreaches his/her respective contractual obligations under this agreement, or upon the occurrence of one of the events regarded as an event of default undereach such agreement, Rise King WFOE, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interests. The PRCShareholders of the PRC Operating Subsidiaries agree not to dispose of the pledged equity interests or take any actions that would prejudice Rise KingWFOE's interest, and to notify Rise King WFOE of any events or upon receipt of any notices which may affect Rise King WFOE's interest in the pledge. Eachof the equity pledge agreements will be valid until all the payments due under the Exclusive Business Cooperation Agreement have been fulfilled.74 Irrevocable Powers of AttorneyThe PRC Shareholders have each executed an irrevocable powers of attorney, dated as of October 8, 2008, to appoint Rise King WFOE as theirexclusive attorneys-in-fact to vote on their behalf on all PRC Operating Subsidiary matters requiring shareholder approval. The term of each power ofattorney is valid so long as such shareholder is a shareholder of the respective PRC Operating Subsidiary.Entrustment AgreementIn accordance with an Entrustment Agreement, dated June 5, 2009, by and between Rise King Investments Limited (“Rise King”) and HandongCheng, Xuanfu Liu, and Li Sun (collectively, the “Grantees”), Rise King collectively delegated to the Grantees its direct or indirect rights as a stockholder ofChina Net Online Media Group Limited, CNET Online Technology Limited, Rise King Century Technology Development (Beijing) Co., Ltd., or anysubsidiaries of such companies (collectively, the “Covered Companies”), including the direct or indirect right to vote any equity interest in the CoveredCompanies, or to designate the management of such companies. As a result of the delegation of authority under the Entrustment Agreement, Mr. Cheng, Mr.Liu and Ms. Sun 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 Ms. Sundisclaim such beneficial ownership, and this Current Report shall not be deemed to be an admission that Mr. Cheng, Mr. Liu, or Ms. Sun is the beneficialowner of any such shares for any purpose.Share Transfer AgreementEach of the PRC Shareholders entered into a share transfer agreement (the “Share Transfer Agreements”) with Mr. Yang Li, the sole shareholder ofRise King BVI, which is a 55% shareholder of China Net for purpose of granting incentive options to the PRC Shareholders for the contributions that theyhave made and will continue to make to Rise King BVI. Under the Share Transfer Agreements, Mr. Li granted to each of the PRC Shareholders an option toacquire, in the aggregate 10,000 shares of Rise King BVI (4,600 by Mr. Handong Cheng, 3,600 by Mr. Xuanfu Liu and 1,800 by Ms. Li Sun), representing100% of the issued and outstanding shares of Rise King BVI, at a purchase price of $1 per share (the par value of Rise King BVI’s common stock), providedthat certain financial performance thresholds are met by the China Net Companies.Under the terms of each Share Transfer Agreement, the PRC Shareholders will have the right to purchase the aggregate 10,000 shares of Rise KingBVI as follows: (1) one-third of the shares at $1 per share if the China Net Companies generate at least RMB 100,000,000 of gross revenue for the twelve-month period from January 1, 2009 to December 31, 2009; (2) one-third of the shares at $1 per share when the China Net Companies generate at least RMB60,000,000 of gross revenue for the six-month period from January 1, 2010 to June 30, 2010; and (3) one-third of the shares at $1 per share when the ChinaNet Companies generate at least RMB 60,000,000 of gross revenue for the six-month period from July 1, 2010 to December 31, 2010. In the event that theChina Net Companies do not achieve any of the performance targets specified above, the PRC Shareholders may exercise the applicable option at thealternative exercise price of $2 per share. If the PRC Shareholders purchase all shares eligible for purchase under the Share Transfer Agreement, the PRCShareholders will become China Net’s controlling shareholders through their beneficial ownership of Rise King BVI.The Share Transfer Agreements were entered into on April 28, 2009. Subject to registering with the State Administration of Foreign Exchange(SAFE) prior to the exercise and issuance of the option shares under the Share Transfer Agreements, which is an administrative task, there is no prohibitionunder PRC laws for the PRC Shareholders to earn an interest in Rise King BVI after the PRC Restructuring is consummated in compliance with PRC law. Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons It is our policy that we will not enter into transactions required to be disclosed under Item 404 of Regulation S-K unless the audit committee oranother independent body of our Board of Directors first reviews and approves the transactions.75 Director IndependenceOur Board of Directors has determined that each of Messrs. Zhiqing Chen, Mototaka Watanabe and Douglas MacLellan are independent, as that termis defined by Section 803A of the NYSE Amex Company Guide. ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES On July 30, 2009, the Company engaged Bernstein & Pinchuk LLP (“BP”) to serve as its independent auditor. Prior to that time, The Hall Group,CPAs was our independent auditor. Aggregate fees billed to us by The Hall Group, CPA during the fiscal years ended December 31, 2009 and 2008 were: 2009 2008 Audit Fees $4,650 $14,000 Audit Related Fees $- $- Tax Fees $- $- All Other Fees $- $- Total $4,650 $14,000 Aggregate fees billed to us by BP during the fiscal year ended December 31, 2009 and 2008 was 2009 2008 Audit Fees $122,510 $- Audit Related Fees $128,950 $48,000 Tax Fees $- - All Other Fees $- - Total $251,460 $48,000 Audit Fees This category includes aggregate fees billed by our independent auditors for the audit of our annual financial statements, review of financialstatements included in our quarterly reports on Form 10-Q and services that are normally provided by the auditor in connection with statutory and regulatoryfilings for those fiscal years. Audit-Related Fees This category consists of services by our independent auditors that, including accounting consultations on transaction related matters, arereasonably related to the performance of the audit or review of our financial statements and are not reported above under Audit Fees. 76 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 Policies and Procedures by the Audit Committee The committee must pre-approve all audit, review, attest and permissible non-audit services (including any permissible internal control-relatedservices) to be provided to the company or its subsidiaries by the independent auditors. The committee may establish pre-approval policies and procedures incompliance with applicable SEC rules. 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: Exhibit No. Description 2.1 Share Exchange Agreement, dated as of June 26, 2009, by and among Emazing Interactive, Inc., G. Edward Hancock, China Net OnlineMedia Group Limited, and the shareholders of China Net Online Media Group Limited.(1) 2.2 Escrow Agreement, dated as of June 8, 2009, by and between Emazing Interactive, Inc., China Net Online Media Group Limited, EdwardHancock and Leser, Hunter, Taubman & Taubman. (1) 2.3 Agreement and Plan of Merger (2) 3.1 Articles of Incorporation of Emazing Interactive, Inc., as amended (1) 3.2 Articles of Merger. (2) 3.3 Certificate of Designation. (3) 3.4 By-laws. (4) 4.1 Registration Rights Agreement, dated as of June 26, 2009, by and among Emazing Interactive, Inc. and certain stockholders listed therein.(1) 4.2 Form of Series A-1 Warrant. (3) 4.3 Form of Series A-2 Warrant. (3) 4.4 Registration Rights Agreement, dated as of August 21, 2009. (3) 77 Exhibit No. Description4.5* 2009 Omnibus Securities and Incentive Plan 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 CNETOnline 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 OnlineAdvertising 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 OnlineAdvertising Co., Ltd. 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 CNETOnline 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 OnlineAdvertising 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 OnlineAdvertising 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. asher 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) 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 equityinterest 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 inBusiness 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 inBusiness 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 equityinterest in Business Opportunity Online (Beijing) Network Technology Co., Ltd. (1) 78 Exhibit No. Description10.16 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 interestin 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 inBusiness 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 TechnologyCo., 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. asher 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 LiSun. (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 HenanBranch of China Construction Bank and Shanghai Borongdingsi Computer Technology Co., Ltd. (1) 10.26 Cooperation Agreement, dated July 8, 2008, by and between Beijing CNET Online Advertising Co., Ltd. and Shanghai BorongdingsiComputer Technology Co., Ltd. (1) 10.27 Supplemental Agreement to the Cooperation Agreement, dated December 10, 2008, by and between Beijing CNET Online AdvertisingCo., 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 BusinessOpportunity 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 CNETOnline Advertising Co., Ltd. (1) 10.30 Office Lease Agreement, dated January 1, 2009, by and between Beijing YuQuanHuiGu Realty Management Ltd. Co. and Rise KingCentury 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 Form of Lock-up Agreement. (3) 10.34* Independent Director Agreement effective as of November 30, 2009 by and between the Company and Douglas MacLellan. (5) 79 Exhibit No. Description10.35* Independent Director Agreement effective as of November 30, 2009 by and between the Company and Mototaka Watanabe. (5) 10.36* Independent Director Agreement effective as of November 30, 2009 by and between the Company and Zhiqing Chen. (5) 10.37 Warrant Amendment Agreement + 14 Code of Ethics (6) 21.1 Subsidiaries of the Registrant (7) 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 onOctober 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.(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 Registration Statement on Form S-1 filed on September 22, 2009. (b) The exhibits listed on the Exhibit Index are filed as part of this report. (c) Not applicable.80 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by theundersigned, thereunto duly authorized. ChinaNet Online Holdings, Inc. Dated: March 31, 2010By:/s/Handong Cheng Name: Handong Cheng Title:Chairman and Chief Executive Officer 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 registrantand in the capacities and on the dates indicated. Dated: March 31, 2010By:/s/Handong Cheng Name: Handong Cheng Title:Chairman and Chief Executive Officer (PrincipalExecutive Officer) Dated: March 31, 2010By:/s/Zhige Zhang Name: Zhige Zhang Title:Chief Financial Officer (Principal Financial Officer)and Director Dated: March 31, 2010By:/s/Min Wu Name: Min Wu Title:Principal Accounting Officer Dated: March 31, 2010By:/s/Zhiqing Chen Name: Zhiqing Chen Title:Director Dated: March 31, 2010By:/s/Mototaka Watanabe Name: Mototaka Watanabe Title:Director Dated: March 31, 2010By:/s/Douglas MacLellan Name: Douglas MacLellan Title:Director S-1 CHINANET ONLINE HOLDINGS, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 Page Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets F-2 - F-3 Consolidated Statements of Income and Comprehensive Income F-4 - F-5 Consolidated Statements of Stockholders’ Equity F-8 - F-9 Consolidated Statements of Cash Flows F-6 - F-7 Notes to Consolidated Financial Statements F-10 - F-39 CHINANET ONLINE HOLDINGS, INC.INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Pages Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets F-2 Consolidated Statements of Income and Comprehensive Income F-4 Consolidated statements of cash flows F-6 Consolidated Statements of Changes in Stockholders’ Equity F-8 Notes to Consolidated Financial Statements F-10 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders ofChinaNet Online Holdings, Inc.We have audited the accompanying consolidated balance sheets of ChinaNet Online Holdings, Inc. (“the Company”) as of December 31, 2009 and 2008, andthe related consolidated statements of income and comprehensive income, stockholders’ equity and cash flows for each of the years in the two-year periodthen ended. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financialstatements based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is notrequired to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internalcontrol over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonablebasis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31,2009 and 2008, and the results of its operations and its cash flows for each of the years in the two-year period then ended in conformity with accountingprinciples generally accepted in the United States of America./s/ Bernstein & Pinchuk LLPMarch 31, 2010New York, NY F-1 CHINANET ONLINE HOLDINGS, INC.CONSOLIDATED BALANCE SHEETS(In thousands) As of December 31, 2009 2008 (US $) (US $) Assets Current assets: Cash and cash equivalents $13,917 $2,679 Accounts receivable, net 3,173 978 Other receivables 2,636 - Prepayments and deposit to suppliers 4,111 4,072 Due from related parties 492 109 Due from Control Group (see note 8) - 243 Inventories 2 1 Other current assets 30 46 Total current assets 24,361 8,128 Property and equipment, net 1,355 678 Other long-term assets 48 7 $25,764 $8,813 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $290 $37 Advances from customers 914 608 Other payables 27 1,333 Accrued payroll and other accruals 191 66 Due to related parties 24 346 Due to Control Group 1,142 1,149 Due to director - 10 Taxes payable 1,978 1,746 Dividend payable 373 - Total current liabilities 4,939 5,295 Long-term liabilities: Long-term borrowing from director 128 128 Warrant liabilities (see note 16) 9,564 - Commitments and contingencies (see note 22) - - F-2 CHINANET ONLINE HOLDINGS, INC.CONSOLIDATED BALANCE SHEETS (CONTINUED)(In thousands, except for number of shares and per share data) As of December 31, 2009 2008 (US $) (US $) Stockholders’ equity: Series A convertible preferred stock, US$0.001 par value; authorized-8,000,000 shares; issued and outstanding-4,121,600 and nil shares at December 31, 2009 and 2008 respectively (Liquidation preference $10,304) 4 - Common stock (US$0.001 par value; authorized-50,000,000 shares; issued and outstanding 15,828,320 shares and 13,790,800 shares at December 31,2009 and 2008 respectively) 16 14 Additional paid-in capital 10,574 599 Statutory reserves 372 304 Retained earnings 50 2,370 Accumulated other comprehensive income 117 103 Total stockholders’ equity 11,133 3,390 $25,764 $8,813 See notes to the consolidated financial statements F-3 CHINANET ONLINE HOLDINGS, INC.CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME(In thousands) Year ended December 31, 2009 2008 (US $) (US $) Sales From unrelated parties $35,354 $20,061 From related parties 2,370 1,447 37,724 21,508 Cost of sales 21,233 13,786 Gross margin 16,491 7,722 Operating expenses Selling expenses 4,198 2,705 General and administrative expenses 2,404 1,041 Research and development expenses 480 202 7,082 3,948 Income from operations 9,409 3,774 Other income (expenses): Changes in fair value of warrants (see note 16) (4,425) - Interest income 14 8 Other expenses (99) (20) (4,510) (12) Income before income tax expense 4,899 3,762 Income tax expense 880 962 Net income 4,019 2,800 Other comprehensive income Foreign currency translation gain 14 71 Comprehensive income $4,033 $2,871 F-4 CHINANET ONLINE HOLDINGS, INC.CONSOLIDATED STATEMENTS OF INCOME ANDCOMPREHENSIVE INCOME （CONTINUED）(In thousands, except for number of shares and per share data) Year ended December 31, 2009 2008 (US $) (US $) Net income $4,019 $2,800 Beneficial conversion feature of Series A convertible preferred stock (see note 17) (5,898) - Dividend of Series A convertible preferred stock (373) - Net income (loss) attributable to common shareholders $(2,252) $2,800 Earnings /(loss) per share Earnings (loss) per common share Basic and diluted $(0.15) $0.20 Weighted average number of common shares outstanding: Basic and diluted 14,825,125 13,790,800 See notes to the consolidated financial statements F-5 CHINANET ONLINE HOLDINGS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands) Year ended December 31, 2009 2008 (US $) (US $) Cash flows from operating activities Net income $4,019 $2,800 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and Amortization 207 77 Other 8 6 Share-based compensation expenses (see note 25) 360 - Changes in fair value of warrants (see note 16) 4,425 - Allowances for doubtful debts 71 - Changes in operating assets and liabilities Accounts receivable (2,262) (741) Other receivables (2,634) 200 Prepayment and deposit to suppliers (29) (3,570) Due from related parties (382) (107) Due from/to Control Group 235 749 Other current assets 14 (33) Accounts payable 253 (281) Advances from customers 303 471 Accrued payroll and other accruals 124 21 Due to related parties (322) 317 Taxes payable 227 912 Net cash provided by operating activities 4,617 821 Cash flows from investing activities Purchases of vehicles and office equipment (890) (490)Purchases of other long-term assets (40) (7)Net cash used in investing activities (930) (497) F-6 CHINANET ONLINE HOLDINGS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)(In thousands) Year ended December 31, 2009 2008 (US $) (US $) Cash flows from financing activities Increase of long-term borrowing from director - 126 Increase/(decrease) of due to director (10) 548 Increase/(decrease) of other payables (1,308) 1,307 Cancellation and retirement of common stock (see note 18) (300) - Proceeds from issuance of Series A convertible preferred stock and warrants (net of issuance cost of US$ 1,142) 9,162 - Net cash provided by financing activities 7,544 1,981 Effect of exchange rate fluctuation on cash and cash equivalents 7 57 Net increase in cash and cash equivalents 11,238 2,362 Cash and cash equivalents at beginning of year 2,679 317 Cash and cash equivalents at end of year $13,917 $2,679 Supplemental disclosure of cash flow information Interest paid $- $- Income taxes paid $1,129 $673 See notes to the consolidated financial statements F-7 CHINANET ONLINE HOLDINGS, INC.CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY(In thousands, except for number of shares) Series A convertible preferred stock Common Stock Additional Accumulatedother Number ofshares Amount Number ofshares Amount paid-in capital Statutoryreserves Retainedearnings comprehensiveincome Total (US $) (US $) (US $) (US $) (US $) (US $) (US $) Balance, January 1,2008 - - 13,790,800 14 511 67 (193) 32 431 Assets donated byControl Group - - - - 88 - - - 88 Net income for theyear - - - - - - 2,800 - 2,800 Appropriation ofstatutory reserves - - - - - 237 (237) - - Foreign currencytranslationadjustment - - - - - - - 71 71 Balance, December31, 2008 - - 13,790,800 14 599 304 2,370 103 3,390 Effect of reverseacquisition - - 1,383,500 1 (301) - - - (300)Issuance of Series Aconvertible preferredshares 4,121,600 4 - - 5,894 - - - 5,898 Recognition ofbeneficialconversion featureupon issuance ofSeries A convertiblepreferred shares asdeemed dividend - - - - 5,898 - (5,898) - - Deduction of issuingcost - - - - (1,142) - - - (1,142) F-8 CHINANET ONLINE HOLDINGS, INC.CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED)(In thousands, except for number of shares) Series A convertiblepreferred stock Common Stock Additional Accumulatedother Number ofshares Amount Number ofshares Amount paid-incapital Statutoryreserves Retainedearnings comprehensiveincome Total (US $) (US $) (US $) (US $) (US $) (US $) (US $) Deduction ofgrant date fairvalue ofplacementagentwarrants asissuing cost - - - - (733) - - - (733)Series Aconvertiblepreferredstockdividend - - - - - - (373) - (373)Shares issuedfor services - - 600,000 1 149 - - - 150 Share basedcompensationrelated toservice - - - - 79 79 Issuance ofrestrictedshares - - 54,020 - 131 - - - 131 Net income forthe year - - - - - - 4,019 - 4,019 Appropriationof statutoryreserves - - - - - 68 (68) - - Foreigncurrencytranslationadjustment - - - - - - - 14 14 Balance,December 31,2009 4,121,600 4 15,828,320 16 10,574 372 50 117 11,133 See notes to the consolidated financial statementsF-9 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and nature of operationsChinaNet Online Holdings, Inc. (formerly known as Emazing Interactive, Inc.), (the “Company”), was incorporated in the State of Texas in April 2006and re-domiciled to become a Nevada corporation in October 2006. From the date of the Company’s incorporation until June 26, 2009, when theCompany consummated the Share Exchange, the Company’s activities were primarily concentrated in web server access and company branding inhosting web based e-games.On June 26, 2009, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”), with (i) China Net Online Media GroupLimited, a company organized under the laws of British Virgin Islands (“China Net BVI”), (ii) China Net BVI’s shareholders, Allglad Limited, a BritishVirgin Islands company (“Allglad”), Growgain Limited, a British Virgin Islands company ("Growgain"), Rise King Investments Limited, a British VirginIslands company (“Rise King BVI”), Star (China) Holdings Limited, a British Virgin Islands company (“Star”), Surplus Elegant Investment Limited, aBritish Virgin Islands company (“Surplus”), Clear Jolly Holdings Limited, a British Virgin Islands company (“Clear” and together with Allglad,Growgain, Rise King BVI, Star and Surplus, the “China Net BVI Shareholders”), who together owned shares constituting 100% of the issued andoutstanding ordinary shares of China Net BVI (the “China Net BVI Shares”) and (iii) G. Edward Hancock, the principal stockholder of the Company atthat time. Pursuant to the terms of the Exchange Agreement, the China Net BVI Shareholders transferred to the Company all of the China Net BVI Sharesin exchange for the issuance of 13,790,800 shares (the “Exchange Shares”) of the Company’s common stock (the “Share Exchange”). As a result of theShare Exchange, China Net BVI became a wholly owned subsidiary of the Company and the Company is now a holding company, which through certaincontractual arrangements with operating companies in the People’s Republic of China (the “PRC”), which engages in providing advertising, marketingand communication services to small and medium companies in China through www.28.com (the portal website of the Company’s PRC Variable InterestEntity), TV media and bank kiosks.The Company’s wholly owned subsidiary, China Net BVI was incorporated in the British Virgin Islands on August 13, 2007. In April 11, 2008, ChinaNet BVI became the parent holding company of a group of companies comprised of CNET Online Technology Limited, a Hong Kong company (“ChinaNet HK”), which established and is the parent company of Rise King Century Technology Development (Beijing) Co., Ltd., a wholly foreign-ownedenterprise (“WFOE”) established in the PRC (“Rise King WFOE”). The Company refers to the transactions that resulted in China Net BVI becoming anindirect parent company of Rise King WFOE as the “Offshore Restructuring.” Through a series of contractual agreements, the Company operates itsbusiness in China primarily through Business Opportunity Online (Beijing) Network Technology Co., Ltd. (“Business Opportunity Online”), BeijingCNET Online Advertising Co., Ltd. (“Beijing CNET Online”). Beijing CNET Online owns 51% of Shanghai Borongdingsi Computer Technology Co.,Ltd. (“Shanghai Borongdingsi”). Business Opportunity Online, Beijing CNET Online and Shanghai Borongdingsi, were incorporated on December 8,2004, January 27, 2003 and August 3, 2005, respectively. From time to time, we refer to them collectively as the “PRC Operating Entities.”Shanghai Borongdingsi is owned 51% by Beijing CNET Online. Beijing CNET Online and Shanghai Borongdingsi entered into a cooperationagreement in June 2008, followed up with a supplementary agreement in December 2008, to conduct bank kiosk advertisement business. The business isbased on a bank kiosk cooperation agreement between Shanghai Borongdingsi and Henan provincial branch of China Construction Bank which allowsShanghai Borongdingsi or its designated party to conduct in-door advertisement business within the business outlets throughout Henan Province. Thebank kiosk cooperation agreement has a term of eight years starting August 2008. However, Shanghai Borongdingsi was not able to conduct theadvertisement as a stand-alone business due to the lack of an advertisement business license and supporting financial resources. Pursuant to theaforementioned cooperation agreements, Beijing CNET Online committed to purchase equipment, and to provide working capital, technical and otherrelated support to Shanghai Borongdingsi. Beijing CNET Online owns the equipment used in the kiosk business, is entitled to sign contracts in its nameon behalf of the business, and holds the right to collect the advertisement revenue generated from the bank kiosk business exclusively until the recoveryof the cost of purchase of the equipment. Thereafter, Beijing CNET Online has agreed to distribute 49% of the succeeding net profit generated from thebank kiosk advertising business, if any, to the minority shareholders of Shanghai Borongdingsi. F-10CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2. Summary of significant accounting policies a) Change of reporting entity and basis of presentationAs a result of the Share Exchange on June 26, 2009, the former China Net BVI shareholders owned a majority of the common stock of the Company. The transaction was regarded as a reverse acquisition whereby China Net BVI was considered to be the accounting acquirer as its shareholdersretained control of the Company after the Share Exchange, although the Company is the legal parent company. The share exchange was treated as arecapitalization of the Company. As such, China Net BVI (and its historical financial statements) is the continuing entity for financial reportingpurposes. Pursuant to the terms of the Share Exchange, Emazing Interactive, Inc. was delivered with zero assets and zero liabilities at time of closing.Following the Share Exchange, the company changed its name from Emazing Interactive, Inc. to ChinaNet Online Holdings, Inc. The financialstatements have been prepared as if China Net BVI had always been the reporting company and then on the share exchange date, had changed itsname and reorganized its capital stock. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the UnitedStates of America (“U.S. GAAP”) and include the accounts of the Company, its subsidiaries and Variable Interest Entities (“VIEs”), China Net BVI,China Net HK, Rise King WFOE, Beijing CNET Online and Business Opportunity Online. According to the agreements between Beijing CNETOnline and Shanghai Borongdingsi, although Beijing CNET Online legally owns 51% of Shanghai Borongdingsi’s interests, Beijing CNET Onlineonly controls the assets and liabilities related to the bank kiosk business, which has been all included in the financial statements of Beijing CNETOnline, but does not controls other asset of Shanghai Borongdingsi, thus, Shanghai Borongdingsi’s financial statements were not consolidated bythe Company. b) FASB Establishes Accounting Standards Codification ™ In June 2009, the FASB issued Accounting Standards Update No. 2009-01, “Generally Accepted Accounting Principles” (ASC Topic 105) whichestablishes the FASB Accounting Standards Codification (“the Codification” or “ASC”) as the official single source of authoritative U.S. generallyaccepted accounting principles (“GAAP”). All existing accounting standards are superseded. All other accounting guidance not included in theCodification will be considered non-authoritative. The Codification also includes all relevant Securities and Exchange Commission (“SEC”)guidance organized using the same topical structure in separate sections within the Codification. Following the Codification, the Financial Accounting Standards Board will not issue new standards in the form of Statements, FASB Staff Positionsor Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASU”) which will serve to update the Codification,provide background information about the guidance and provide the basis for conclusions on the changes to the Codification. The Codification is not intended to change GAAP, but it will change the way GAAP is organized and presented. The Codification or ASC iseffective for interim and annual periods ending after September 15, 2009. The principal impact on the Company’s financial statements for adoptingthe Codification is limited to disclosures as all future references to authoritative accounting literature will be referenced in accordance with theCodification. In order to ease the transition to the Codification, the Company is providing the standards issued and adopted prior to the adoption ofthe Codification cross-reference alongside references to the Codification. F-11 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS c) Principles of Consolidation The consolidated financial statements include the financial statements of all the subsidiaries and VIEs of the Company. All transactions andbalances between the Company and its subsidiaries and VIEs have been eliminated upon consolidation. d) Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingentassets and liabilities at the date of these consolidated financial statements, and the reported amounts of revenue and expenses during the reportingperiod. Management bases these estimates on historical experiences and the best information available at the time the estimates are made; howeveractual results could differ from those estimates. US GAAP requires management to make estimates and assumptions that affect the reported amountsof assets, liabilities, contingencies and results of operations. While management has based their assumptions and estimates on the facts andcircumstances existing as of December 31, 2009, final amounts may differ from these estimates. e) Foreign currency translation and transactions The functional currency of the Company is United States dollars (“US$”), and the functional currency of China Net HK is Hong Kong dollars(“HK$”). The functional currency of the Company’s PRC operating entities is Renminbi (“RMB’), and PRC is the primary economic environment inwhich the Company operates. For financial reporting purposes, the financial statements of the Company’s PRC operating entities, which are prepared using the RMB, aretranslated into the Company’s reporting currency, the United States Dollar (“U.S. dollar”). Assets and liabilities are translated using the exchangerate at each balance sheet date. Revenue and expenses are translated using average rates prevailing during each reporting period, and stockholders’equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulatedother comprehensive income in stockholders’ equity. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange ratesprevailing at the dates of the transactions. The resulting exchange differences are included in the determination of net income of the consolidatedfinancial statements for the respective periods. The exchange rates used to translate amounts in RMB into US$ for the purposes of preparing the consolidated financial statements are as follows: 2009 2008 Balance sheet items, except for equity accounts 6.8372 6.8542 Items in the statements of income and comprehensive income, and statements cash flows 6.8409 6.9623 F-12 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS No representation is made that the RMB amounts could have been, or could be converted into US$ at the above rates. f) Cash and cash equivalents Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use. The Company considers allhighly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. g) Accounts receivable, net Accounts receivable are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts as needed.The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accountsreceivable. The Company determines the allowance based on aging data, historical collection experience, customer specific facts and economicconditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recoveryis considered remote. The Company did not have any off-balance-sheet credit exposure relating to its customers, suppliers or others. As of December31, 2009 and 2008, the Company has determined that approximately US$71,000 and US$ nil allowance for doubtful debts is required. h) Inventories Inventories, consisting mainly of low value consumable articles are stated at the lower of cost or market value. Inventories are charged to expensewhen being withdrawn. i) Property and equipment, net Property and equipment are recorded at cost less accumulated depreciation. Depreciation is calculated on the straight-line method after taking intoaccount their respective estimated residual values over the following estimated useful lives:Vehicles 5 yearsOffice equipment 3-5 yearsElectronic devices 5 years Depreciation expenses are included in selling expenses, general and administrative expenses and research and development expenses. When property and equipment are retired or otherwise disposed of, resulting gain or loss is included in net income or loss in the year of dispositionfor the difference between the net book value and proceeds received thereon. Maintenance and repairs which do not improve or extend the expecteduseful lives of the assets are charged to expenses as incurred. j) Impairment of long-lived assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not berecoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of the asset to theestimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated futureundiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount of the asset and its fair value. There wereno impairment losses incurred for the years ended December 31, 2009 and 2008. F-13 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS k) Fair ValueAccounting Standard Codification ™ (“ASC”) Topic 820 (formerly Statement of Financial Accounting Standard (“SFAS”) No. 157, “Fair ValueMeasurement and Disclosures”, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exitprice) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on themeasurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs whenmeasuring fair value. There are three levels of inputs that may be used to measure fair value:Level 1 -Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are notactive; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.Level 3 -Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchydisclosures each quarter.The carrying values of cash and cash equivalents, trade and other receivables, prepayments, payables and other liabilities approximate fair valuesdue to their short maturities.Assets and liabilities measured at fair value on a recurring basis are summarized as follows: Fair value measurementusing inputs Carrying amount as of December31, Financial instruments Level 1 Level 2 Level 3 2009 2008 US$(’000) US$(’000) US$(’000) US$(’000) US$(’000) Warrant liabilities - 9,564 - 9,564 - Due to lack of the liquidity of the Company’s underlying stock and other factors, such as registration status, the Company estimated the fair value ofthe warrant liabilities based upon observable inputs such as quoted prices for similar securities, quoted price in markets that are not active or otherinputs that are observable to determine the fair value of the warrant liabilities.There was no asset or liability measured at fair value on a non-recurring basis as of December 31, 2009 and 2008, except warrant liabilities as ofDecember 31, 2009. l) Revenue recognition The Company's revenue recognition policies are in compliance with ASC Topic 605 (Staff Accounting Bulletin No. 104, “Revenue Recognition”).In accordance with ASC Topic 605, revenues are recognized when the four of the following criteria are met: (i) persuasive evidence of anarrangement exists, (ii) the service has been rendered, (iii) the fees are fixed or determinable, and (iv) collectability is reasonably assured. F-14 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Sales Sales include revenues from reselling of advertising time purchased from TV stations and internet advertising, reselling of internet advertisingspaces and other advertisement related resources. No revenue from advertising-for-advertising barter transactions was recognized because thetransactions did not meet the criteria for recognition in ASC Topic 605, subtopic 20 (formerly Emerging Issues Task Force (“EITF”) abstract issueNo. 99-17”). Advertising contracts establish the fixed price and advertising services to be provided. Pursuant to advertising contracts, the Companyprovides advertisement placements in different formats, including but not limited to banners, links, logos, buttons, rich media and contentintegration. Revenue is recognized ratably over the period the advertising is provided and, as such, the Company considers the services to have beendelivered. The Company treats all elements of advertising contracts as a single unit of accounting for revenue recognition purposes. Based upon theCompany’s credit assessments of its customers prior to entering into contracts, the Company determines if collectability is reasonably assured. Insituations where collectability is not deemed to be reasonably assured, the Company recognizes revenue upon receipt of cash from customers, onlyafter services have been provided and all other criteria for revenue recognition have been met. m) Cost of sales Cost of sales primarily includes the cost of media advertising time, internet advertisement related resources and other technical services purchasedfrom third parties, labor cost and benefits and PRC business tax. n) Advertising costs Advertising costs for the Company’s own brand building are not includable in cost of sales, they are expensed when incurred and are included in“selling expenses” in the statement of income and comprehensive income. For the year ended December 31, 2009 and 2008, advertising expensesfor the Company’s own brand building were approximately US$3,063,000 and US$1,937,000, respectively. o) Research and development expenses Research and development costs are charged to expense when incurred. Expenses for research and development for the years ended December 31,2009 and 2008 were approximately US$ 480,000 and US$202,000 respectively. p) Income taxes The Company adopts ASC Topic 740 (formerly SFAS No. 109, “Accounting for income taxes”) and uses liability method to accounts for incometaxes. Under this method, deferred tax assets and liabilities are determined based on the difference between of the financial reporting and tax basesof assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Companyrecords a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion,or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income statement in theperiod that includes the enactment date. The Company had no deferred tax assets and liabilities recognized for the year ended December 31, 2009and 2008. q) Uncertain tax positions The Company adopts ASC Topic 740-10-25-5 through 740-10-25-7 and 740-10-25-13, (formerly FASB Interpretation No. 48 (“FIN 48”)“Accounting for Uncertainty in Income Taxes”), which prescribes a more likely than not threshold for financial statement recognition andmeasurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on recognition of income taxassets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with taxpositions, accounting for income taxes in interim periods, and income tax disclosures. For the year ended December 31, 2009 and 2008, theCompany did not have any interest and penalties associated with tax positions and did not have any significant unrecognized uncertain taxpositions. F-15 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS r) Share-based Compensation The Company accounted for share-based compensation in accordance with ASC Topic 718, (formerly SFAS No. 123R “Share-based Payment”)which requires that share-based payment transactions be measured based on the grant-date fair value of the equity instrument issued and recognizedas compensation expense over the requisite service period, or vesting period. s) Comprehensive incomeThe Company accounts for comprehensive income in accordance with ASC Topic 220, Comprehensive Income (formerly SFAS 130 “ReportingComprehensive Income”), which establishes standards for reporting and displaying comprehensive income and its components in the consolidatedfinancial statements. Comprehensive income is defined as the change in equity of a company during a period from transactions and other events andcircumstances excluding transactions resulting from investments from owners and distributions to owners. Accumulated other comprehensiveincome, as presented on the accompanying consolidated balance sheets are the cumulative foreign currency translation adjustments. t) Earnings / (loss) per share Earnings / (loss) per share are calculated in accordance with ASC Topic 260, “Earnings Per Share” (formerly SFAS No. 128 “Earning Per Share”).Basic earnings per share is computed by dividing income attributable to common stockholders by the weighted average number of shares ofcommon stock outstanding during the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contractsto issue common stock were exercised or converted into common stock. Common shares issuable upon the conversion of the convertible preferredshares are included in the computation of diluted earnings per share on an “if-converted” basis when the impact is dilutive. The dilutive effect ofoutstanding common stock warrants is reflected in the diluted earnings per share by application of the treasury stock method when the impact isdilutive. u) Commitments and contingencies The Company has adopted ASC 450 subtopic 20, Loss Contingencies (formerly SFAS 5 “Accounting for Contingencies”) in determining its accrualsand disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies are accrued by a charge to income wheninformation available prior to issuance of the financial statements indicates that it is probable that a liability have been incurred and the amount ofthe loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probableor reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a materialloss could be incurred. v) Recent accounting pronouncements Upon initial adoption of SFAS 157 on April 1, 2008, the Company adopted FASB ASC 820-10 (formerly FSP FAS 157-2, “Effective Date of FASBStatement 157”), which deferred the provisions of previously issued fair value guidance for nonfinancial assets and liabilities to the first fiscalperiod beginning after November 15, 2008. Deferred nonfinancial assets and liabilities include items such as goodwill and other non-amortizableintangibles. Effective January 1, 2009, the Company adopted the fair value guidance for nonfinancial assets and liabilities. The adoption of thisASC did not have a material impact on the Company’s Consolidated Financial Statements. F-16 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Effective January 1, 2009, the Company adopted FASB ASC 805-10, (formerly SFAS No. 141R, “Business Combinations”), which establishesprinciples and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilitiesassumed, any non-controlling interest in an acquiree and the goodwill acquired. In addition, the provisions in this ASC require that any additionalreversal of deferred tax asset valuation allowance established in connection with fresh start reporting on January 7, 1998 be recorded as a componentof income tax expense rather than as a reduction to the goodwill established in connection with the fresh start reporting. The Company will applyASC 805-10 to any business combinations subsequent to adoption. Effective January 1, 2009, the Company adopted FASB ASC 805-20 (formerly FSP FAS 141R-1, “Accounting for Assets Acquired and LiabilitiesAssumed in a Business Combination That Arise from Contingencies”), which amends ASC 805-10 to require that an acquirer recognize at fair value,at the acquisition date, an asset acquired or a liability assumed in a business combination that arises from a contingency if the acquisition-date fairvalue of that asset or liability can be determined during the measurement period. If the acquisition-date fair value of such an asset acquired orliability assumed cannot be determined, the acquirer should apply the provisions of ASC Topic 450, Contingences, to determine whether thecontingency should be recognized at the acquisition date or after such date. The adoption of ASC 805-20 did not have a material impact on theCompany’s Consolidated Financial Statements. Effective January 1, 2009, the Company adopted FASB ASC 810-10-65 (formerly SFAS No. 160, Non-controlling Interests in ConsolidatedFinancial Statements — an amendment of ARB No. 51), which amends previously issued guidance to establish accounting and reporting standardsfor the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary,which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as equity. Among otherrequirements, this Statement requires that the consolidated net income attributable to the parent and the non-controlling interest be clearlyidentified and presented on the face of the consolidated income statement. The adoption of the provisions in this ASC did not have a materialimpact on the Company’s Consolidated Financial Statements. Effective January 1, 2009, the Company adopted FASB ASC 815-10-65 (formerly SFAS No. 161, “Disclosures about Derivative Instruments andHedging Activities”), which amends and expands previously existing guidance on derivative instruments to require tabular disclosure of the fairvalue of derivative instruments and their gains and losses. This ASC also requires disclosure regarding the credit-risk related contingent features inderivative agreements, counterparty credit risk, and strategies and objectives for using derivative instruments. The adoption of this ASC did nothave a material impact on the Company’s Consolidated Financial Statements. Effective January 1, 2009, the Company adopted FASB ASC 350-30 and ASC 275-10-50 (formerly FSP FAS 142-3, “Determination of the UsefulLife of Intangible Assets:), which amends the factors that should be considered in developing renewal or extension assumptions used to determinethe useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”. The Company will apply ASC 350-30and ASC 275-10-50 prospectively to intangible assets acquired subsequent to the adoption date. The adoption of these revised provisions didnot have a material impact on the Company’s Consolidated Financial Statements. Effective July 1, 2009, the Company adopted FASB ASC 825-10-65 (formerly FSP FAS 107-1 and Accounting Principles Board 28-1, InterimDisclosures about Fair Value of Financial Instruments), which amends previous guidance to require disclosures about fair value of financialinstruments for interim reporting periods of publicly traded companies as well as in annual financial statements. The adoption of FASB ASC 825-10-65 did not have a material impact on the Company’s Consolidated Financial Statements. F-17 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Effective July 1, 2009, the Company adopted FASB ASC 320-10-65 (formerly FSP FAS 115-2 and FAS 124-2, Recognition and Presentation ofOther-Than-Temporary Impairments). Under ASC 320-10-65, an other-than-temporary impairment must be recognized if the Company has the intentto sell the debt security or the Company is more likely than not will be required to sell the debt security before its anticipated recovery. In addition,ASC 320-10-65 requires impairments related to credit loss, which is the difference between the present value of the cash flows expected to becollected and the amortized cost basis for each security, to be recognized in earnings while impairments related to all other factors to be recognizedin other comprehensive income. The adoption of ASC 320-10-65 did not have a material impact on the Company’s Consolidated FinancialStatements. Effective July 1, 2009, the Company adopted FASB ASC 820-10-65 (formerly FSP FAS 157-4, Determining Fair Value When the Volume and Levelof Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly), which provides guidance onhow to determine the fair value of assets and liabilities when the volume and level of activity for the asset or liability has significantly decreasedwhen compared with normal market activity for the asset or liability as well as guidance on identifying circumstances that indicate a transaction isnot orderly. The adoption of ASC 820-10-65 did not have a material impact on the Company’s Consolidated Financial Statements. Effective July 1, 2009, the Company adopted FASB ASC 855-10 (formerly SFAS No. 165, “Subsequent Events”), which establishes generalstandards of accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or are availableto be issued. Adoption of ASC 855-10 did not have a material impact on the Company’s Consolidated Financial Statements. In December 2008, the FASB issued ASC 715, Compensation – Retirement Benefits (formerly FASB FSP FAS 132(R)-1, “Employers’ Disclosuresabout Postretirement Benefit Plan Assets”), which expands the disclosure requirements about plan assets for defined benefit pension plans andpostretirement plans. The adoption of these disclosure requirements did not have any material effect on the Company’s Consolidated FinancialStatements. In August, 2009, the FASB issued ASC Update No. 2009-05 to provide guidance on measuring the fair value of liabilities under FASB ASC 820(formerly SFAS No. 157, “Fair Value Measurements”). The adoption of this Update did not have any material effect on the Company’s ConsolidatedFinancial Statements. w) New accounting pronouncement to be adopted In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140, (codifiedby ASU No. 2009-16 issued in December 2009). SFAS No. 166 limits the circumstances in which a financial asset should be derecognized when thetransferor has not transferred the entire financial asset by taking into consideration the transferor’s continuing involvement. The standard requiresthat a transferor recognize and initially measure at fair value all assets obtained (including a transferor’s beneficial interest) and liabilities incurred asa result of a transfer of financial assets accounted for as a sale. The concept of a qualifying special-purpose entity is removed from SFAS No. 140,“Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” along with the exception from applying FIN 46(R),Consolidation of Variable Interest Entities. The standard is effective for the first annual reporting period that begins after November 15, 2009 (i.e.the Company’s fiscal ending December 31, 2010). Earlier application is prohibited. It is expected the adoption of this Statement will have nomaterial effect on the Company’s Consolidated Financial Statements. F-18 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R), (codified by ASU No. 2009-17 issued in December2009). The standard amends FIN No. 46(R) to require a company to analyze whether its interest in a variable interest entity (“VIE”) gives it acontrolling financial interest. A company must assess whether it has an implicit financial responsibility to ensure that the VIE operates as designedwhen determining whether it has the power to direct the activities of the VIE that significantly impact its economic performance. Ongoingreassessments of whether a company is the primary beneficiary are also required by the standard. SFAS No. 167 amends the criteria to qualify as aprimary beneficiary as well as how to determine the existence of a VIE. The standard also eliminates certain exceptions that were available under FINNo. 46(R). This Statement will be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15,2009 (i.e. the Company’s fiscal ending December 31, 2010). Earlier application is prohibited. Comparative disclosures will be required for periodsafter the effective date. It is expected the adoption of this Statement will have no material effect on the Company’s Consolidated FinancialStatements. In October 2009, the FASB concurrently issued the following ASC Updates (ASU): ASU No. 2009-13—Revenue Recognition (ASC Topic 605): Multiple-Deliverable Revenue Arrangements (formerly EITF Issue No. 08-1). ASU No.2009-13 modifies the revenue recognition guidance for arrangements that involve the delivery of multiple elements, such as product, software,services or support, to a customer at different times as part of a single revenue generating transaction. This standard provides principles andapplication guidance to determine whether multiple deliverables exist, how the individual deliverables should be separated and how to allocate therevenue in the arrangement among those separate deliverables. The standard also expands the disclosure requirements for multiple deliverablerevenue arrangements. ASU No. 2009-14—Software (ASC Topic 985): Certain Revenue Arrangements That Include Software Elements (formerly EITF Issue No. 09-3). ASUNo. 2009-14 removes tangible products from the scope of software revenue recognition guidance and also provides guidance on determiningwhether software deliverables in an arrangement that includes a tangible product, such as embedded software, are within the scope of the softwarerevenue guidance. ASU No. 2009-13 and ASU No. 2009-14 should be applied on a prospective basis for revenue arrangements entered into or materially modified infiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt these standards on aretrospective basis, but both these standards must be adopted in the same period using the same transition method. The Company expects to applythese ASU Updates on a prospective basis for revenue arrangements entered into or materially modified beginning January 1, 2011. The Company iscurrently evaluating the potential impact these ASC Updates may have on its financial position and results of operations. In October 2009, the FASB also issued ASU No. 2009-15—Accounting for Own-Share Lending Arrangements in Contemplation of Convertible DebtIssuance or Other Financing. ASU 2009-15 amends ASC 470-20, Debt with Conversion and Other Options, to provide accounting and reportingguidance for own-share lending arrangements issued in contemplation of convertible debt issuance. ASU 2009-15 is effective for fiscal yearsbeginning on or after December 15, 2009 with retrospective application required. In January 2010, the FASB issued the following ASC Updates: ASU No. 2010-01—Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash. This Update clarifiesthat the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the totalamount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and isnot a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The amendments in this Update are effective forinterim and annual periods ending on or after December 15, 2009 with retrospective application. F-19 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ASU No. 2010-02—Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This Update amends ASC810 subtopic 10 and related guidance to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance appliesto (i) a subsidiary or group of assets that is a business or nonprofit activity; (ii) a subsidiary that is a business or nonprofit activity that is transferredto an equity method investee or joint venture; and (iii) an exchange of a group of assets that constitutes a business or nonprofit activity for a non-controlling interest in an entity, but does not apply to: (i) sales of in substance real estate; and (ii) conveyances of petroleum and gas mineral rights.The amendments in this Update are effective beginning in the period that an entity adopts FAS 160 (now included in ASC 810 subtopic 10). ASU No. 2010-05—Compensation—Stock Compensation (Topic 718): Escrowed Share Arrangements and the Presumption of Compensation. ThisUpdate simply codifies EITF Topic D-110, “Escrowed Share Arrangements and the Presumption of Compensation and does not change any existingaccounting standards. ASU No. 2010-06—Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This Updateamends ASC 820 subtopic 10 that requires new disclosures about transfers in and out of Levels 1 and 2 and activity in Level 3 fair valuemeasurements. This Update also amends ASC 820 subtopic 10 to clarify certain existing disclosures. The new disclosures and clarifications ofexisting disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures aboutpurchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for fiscal yearsbeginning after December 15, 2010. The Company expects that the adoption of the above Updates issued in January 2010 will not have any significant impact on its financial positionand results of operations. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until afuture date are not expected to have a material impact on the Company’s Consolidated Financial Statements upon adoption. 3. Cash and cash equivalents As of December 31, 2009 2008 US$(’000) US$(’000) Cash 616 131 Deposits with short-term maturities 13,301 2,548 13,917 2,679 The Company received a net proceeds of approximately US$9,162,000 in its August 2009 financing for continuing business expansion anddevelopment in PRC. The Company’s operations in PRC use RMB as its functional currency. The company is subject to the effects of exchange ratefluctuation with respect to any of these currencies. Among approximately US$25,764,000 total assets of the Company, cash and cash equivalentsincreased to approximately US$13,917,000 as of December 31, 2009. F-20CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4. Accounts receivable As of December 31, 2009 2008 US$(’000) US$(’000) Accounts receivable 3,244 978 Less: Allowance for doubtful debts 71 - Accounts receivable,net 3,173 978 All of the accounts receivable are non-interest bearing. 5. Other receivables As of December 31, 2009 2008 US$(’000) US$(’000) Advance deposits for TV advertisement bidding 2, 261 - Staff advances for normal business purpose 375 - 2,636 - Advance deposits for TV advertisement bidding were deposits made by the Company to participate in the biddings for TV advertisement time of 2010in several TV stations, and approximately US$1,550,000 has been collected in January 2010. Management believes no allowance for doubtfulaccounts is required for these other receivables for the year ended December 31, 2009. 6. Prepayments and deposit to suppliers As of December 31, 2009 2008 US$(’000) US$(’000) Contract execution guarantees to TV advertisement and internet resources providers 3,086 2,268 Prepayments to TV advertisement and internet resources providers 991 1,784 Other deposits and prepayments 34 20 4,111 4,072 F-21 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Contract execution guarantee to TV advertisement and internet resources providers are paid as a contractual deposit to the Company’s serviceproviders. These amounts will be used to offset the service fee needs to be paid to the service providers in the last month of each contract period. According to the contracts signed between the Company and its suppliers, the Company is normally required to pay the contract amount inadvance. These prepayments will be transferred to cost of sales when the related services are provided. Management believes that there will not be any collectability issue about these deposits and prepayments, and no allowance for doubtful accountsis required for the year ended December 31, 2009 and 2008. 7. Due from related parties As of December 31, 2009 2008 US$(’000) US$(’000) Beijing Hongfujiali Information Technology Co., Ltd. 439 - Beijing Saimeiwei Food Equipment Technology Co., Ltd. 53 49 Beijing Zujianwu Technology Co., Ltd. - 15 Beijing Xiyue Technology Co., Ltd. - 7 Beijing Fengshangyinli Technology Co., Ltd - 15 Soyilianmei Advertising Co., Ltd. - 23 492 109 These related parties are directly or indirectly owned by the Control Group (see note 8) or the management of the Company. Amount due fromBeijing Hongfujiali Information Technology Co., Ltd. which amounting approximately US$439,000 was advanced deposit for participating in year2010 advertising resources bidding which has been collected in January 2010. The rest of the related party balances were outstanding payments foradvertising services the Company provided to these related parties. 8. Due from Control Group As of December 31, 2009 2008 US$(’000) US$(’000)Due from Control Group- 243 F-22 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Mr. Handong CHENG, Mr. Xuanfu, LIU and Ms. Li SUN, the owners of the Company’s PRC VIEs, Business Opportunities Online, and Beijing CNETOnline before the Offshore Restructuring, are collectively referred to as the “Control Group”. Due from Control Group were short-term, non-interest bearing loans borrowed by the Control Group individuals. 9. Property and equipment Property and equipment consist of the following: As of December 31, 2009 2008 US$(’000) US$(’000) Vehicles 423 90 Office equipment 816 286 Electronic devices 438 437 Total property and equipment 1,677 813 Less: accumulated depreciation 322 135 1,355 678 Depreciation expenses in aggregate for the years ended December 31, 2009 and 2008 were approximately US$207,000 and $77,000 respectively. 10. Other payables As of December 31, 2009 2008 US$(’000) US$(’000) Due to third parties - 1,255 Others 27 78 27 1,333 Due to third parties as of December 31, 2008 represents non-interest bearing, working capital loans borrowed by the Company from third parties,which have been paid off as of December 31, 2009. F-23CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 11. Due to related parties As of December 31, 2009 2008 US$(’000) US$(’000) Beijing Rongde Information Technology Co., Ltd. - 292 Beijing Saimeiwei Food Equipments Technology Co., Ltd 14 54 Beijing Telijie Century Environmental Technology Co., Ltd. 10 - 24 346 The related parties listed above are directly or indirectly owned by the Control Group, the Company provided advertising services to them. Theadvance payments listed above are received from these parties for advertising services will be provided in the future periods. 12. Due to Control Group As of December 31, 2009 2008 US$(’000) US$(’000) Due to Control Group 1,142 1,149 Due to Control Group were amounts paid by Control Group individuals on behalf of the Company which mainly included staff salary,performance bonus, cost of resources purchased and other administrative expenses. 13. Taxation 1)Income tax i). The Company is incorporated in the state of Nevada. Under the current law of Nevada, the company is not subject to state corporate incometax. The Company become a holding company and does not conduct any substantial operations of its own after the Share Exchange. No provisionfor federal corporate income tax have been made in the financial statements as the Company has no assessable profits for the year ended December31, 2009 or prior periods. ii). China Net BVI was incorporated in the British Virgin Islands (“BVI”). Under the current law of the BVI, the Company is not subject to tax onincome or capital gains. Additionally, upon payments of dividends by China Net to its shareholders, no BVI withholding tax will be imposed. F-24 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS iii). China Net HK was incorporated in Hong Kong and does not conduct any substantial operations of its own. No provision for Hong Kong profitstax have been made in the financial statements as China Net HK has no assessable profits for the year ended December 31, 2009 or prior periods.Additionally, upon payments of dividends by China Net HK to its shareholders, no Hong Kong withholding tax will be imposed. iv). The Company’s PRC operating entities, being incorporated in the PRC, are governed by the income tax law of the PRC and is subject to PRCenterprise income tax (“EIT”). Effective from January 1, 2008, the EIT rate of PRC was changed from 33% of to 25%, and applies to both domesticand foreign invested enterprises. l Rise King WFOE is a software company qualified by the related PRC governmental authorities and was entitled to a two-year EIT exemptionfrom its first profitable year and a 50% reduction of its applicable EIT rate, which is 25% of its taxable income for the exceeding threeyears. Rise King WFOE had a net loss for the year ended December 31, 2008 and its first profitable year is fiscal year 2009 which has beenverified by the local tax bureau by accepting the application filed by the Company. Therefore, it was entitled to a two-year EIT exemption forfiscal year 2009 through fiscal year 2010 and a 50% reduction of its applicable EIT rate which is 25% for fiscal year 2011 through fiscal year2013. l Business Opportunity Online was qualified as a High and New Technology Enterprise in Beijing High-Tech Zone in 2005 and was entitled toa three-year EIT exemption for fiscal year 2005 through fiscal year 2007 and a 50% reduction of its applicable EIT rate for the exceedingthree years for fiscal year 2008 through fiscal year 2010. However, in March 2007, a new enterprise income tax law (the “New EIT”) in thePRC was enacted which was effective on January 1, 2008. Subsequently, on April 14, 2008, relevant governmental regulatory authoritiesreleased new qualification criteria, application procedures and assessment processes for “High and New Technology Enterprise” status underthe New EIT which would entitle the re-qualified and approved entities to a favorable statutory tax rate of 15%. Business Opportunity Onlinedid not obtain the approval of its reassessment of the qualification as a “High and New Technology Enterprise” under the New EIT law as ofDecember 31, 2008, therefore, its income tax was computed using the income tax rate of 25% for the year ended December 31, 2008. With an effective date of September 4, 2009, Business Opportunity Online obtained the approval of its reassessment of the qualification as a“High and New Technology Enterprise” under the New EIT law and was entitled to a favorable statutory tax rate of 15%. Under the previousEIT laws and regulations, High and New Technology Enterprises enjoyed a favorable tax rate of 15% and were exempted from income tax forthree years beginning with their first year of operations, and were entitled to a 50% tax reduction to 7.5% for the subsequent three years and15% thereafter. The current EIT Law provides grandfathering treatment for enterprises that were (1) qualified as High and New TechnologyEnterprises under the previous EIT laws, and (2) established before March 16, 2007, if they continue to meet the criteria for High and NewTechnology Enterprises under the current EIT Law. The grandfathering provision allows Business Opportunity Online to continue enjoyingtheir unexpired tax holidays provided by the previous EIT laws and regulations. Therefore, its income tax was computed using a tax rate of7.5% for the year ended December 31, 2009 due to its unexpired tax holidays for fiscal year 2009 through fiscal year 2010. l The applicable income tax rate for Beijing CNET Online was 25% for the year ended December 31, 2009 and 2008. l The New EIT also imposed a 10% withholding income tax for dividends distributed by a foreign invested enterprise to its immediate holdingcompany outside China, which were exempted under the previous enterprise income tax law and rules. A lower withholding tax rate will beapplied if there is a tax treaty arrangement between mainland China and the jurisdiction of the foreign holding company. Holding companiesin Hong Kong, for example, will be subject to a 5% rate. Rise King WFOE is invested by immediate holding company in Hong Kong and willbe entitled to the 5% preferential withholding tax rate upon distribution of the dividends to its immediate holding company. F-25 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2) Business tax and relevant surcharges Revenue of advertisement services are subject to 5.5% business tax and 3% cultural industry development surcharge of the net service income afterdeducting amount paid to ending media promulgators. Revenue of internet technical support services is subjected to 5.5% business tax. Businesstax charged was included in cost of sales. 3) Value added tax As a small-scale value added tax payer, revenue from sales of self-developmented software of Rise King WFOE is subjected to 3% value added tax. As of December 31, 2009 and 2008, taxes payable consist of: As of December 31, 2009 2008 US$(’000) US$(’000) Business tax payable 1,003 556 Culture industry development surcharge payable 27 4 Value added tax payable 8 - Enterprise income tax payable 886 1,132 Individual income tax payable 54 54 1,978 1,746 A reconciliation of the provision for income taxes determined at the US federal corporate income tax rate to the Company’s effective income tax rateis as follows: Year ended December 31, 2009 2008 US$(’000) US$(’000) Pre-tax income 4,899 3,762 US federal rate 35% 35% Income tax expense computed at U.S. federal rate 1,715 1,317 Reconciling items: Rate differential for domestic earnings (1,912) (376)Tax holiday effects (692) - Non-deductible expenses 1,769 21 Effective tax expense 880 962 F-26 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2009 and 2008, the Company did not have any significant temporary differences and carryforwards that may result in deferred tax. 14. Dividend payable As of December 31, 2009 2008 US$(’000) US$(’000) Dividend payable to Series A convertible stock holders 373 - Dividend to Series A convertible stock holders was calculated at the per annum rate of 10% of the liquidation preference amount of the Series Apreferred stock which was US$10,304,000 for the year ended December 31, 2009 commencing from the dividend commencement date which isAugust 21, 2009. 15. Long-term borrowing from director As of December 31, 2009 2008 US$(’000) US$(’000) Long-term borrowing from director 128 128 Long-term borrowing from director was a non-interest bearing loan from a director of the Company relating to the long-term investment in theCompany’s wholly-owned subsidiary Rise King WFOE. 16. Warrant liabilities On August 21, 2009 (the “Closing Date”), the Company entered into a securities purchase agreement (the “Purchase Agreement”), with several investors,including institutional, accredited and non-US persons and entities (the “Investors”), pursuant to which the Company sold units, comprised of 10%Series A Convertible Preferred Stock, par value US$0.001 per share (the “Series A preferred stock”), and two series of warrants, for a purchase price ofUS$2.50 per unit (the “August 2009 Financing”). The Company sold 4,121,600 units in the aggregate, which included (i) 4,121,600 shares of Series Apreferred stock, (ii) Series A-1 Warrant to purchase 2,060,800 shares of common stock at an exercise price of US$3.00 per share with a three-year term,and (iii) Series A-2 Warrants to purchase 2,060,800 shares of common stock at an exercise price of US$3.75 with a five-year term. Net proceeds wereapproximately US$9,162,000, net of issuance costs of approximately US$1,142,000. TriPoint Global Equities, LLC acted as placement agent andreceived (i) a placement fee in the amount equal to 8% of the gross proceeds and (ii) warrants to purchase up to 329,728 shares of common stock at anexercise price of US$2.50, 164,864 shares at an exercise price of US$3.00 and 164,864 shares at an exercise price of US$3.75 respectively, with a five-year term (“Placement agent warrants” and together with the Series A-1 Warrant and Series A-2 Warrant, the “Warrants”). F-27 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Warrants have an initial exercise price which is subject to adjustments in certain circumstances for stock splits, combinations, dividends anddistributions, reclassification, exchange or substitution, reorganization, merger, consolidation or sales of assets, issuance of additional shares of commonstock or equivalents. The Warrants may not be exercised if it would result in the holder beneficially owning more than 9.99% of the Company’soutstanding common shares. That limitation may be waived by the holders of the warrants by sending a written notice to the Company not less than 61days prior to the date that they would like to waive the limitation. Accounting for warrantsThe Company analyzed the Warrants in accordance to ASC Topic 815 “Derivatives and Hedging” (formerly SFAS No. 133, “Accounting for DerivativeInstruments and Hedging Activities”) to determine whether the Warrants meet the definition of a derivative under ASC Topic 815 and if so, whether theWarrants meet the scope exception of ASC Topic 815, which is that contracts issued or held by the reporting entity that are both (1) indexed to its ownstock and (2) classified in stockholders’ equity shall not be considered to be derivative instruments for purposes of ASC Topic 815. The Companyadopted the provisions of ASC Topic 815 subtopic 40 (formerly Emerging Issues Task Force (“EITF”) Issue No. 07-5, “Determining Whether anInstrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock”), which applies to any freestanding financial instruments or embedded featuresthat have the characteristics of a derivative, as defined by ASC Topic 815 and to any freestanding financial instruments that are potentially settled in anentity’s own common stock. As a result of adopting ASC Topic 815 subtopic 40, the Company concluded that the Warrants issued in the August 2009financing should be treated as a derivative liability, because the Warrants are entitled to a price adjustment provision to allow the exercise price to bereduced, in the event the Company issues or sells any additional shares of common stock at a price per share less than the then-applicable exercise priceor without consideration, which is typically referred to as a “Down-round protection” or “anti-dilution” provision. According to ASC Topic 815subtopic 40, the “Down-round protection” provision is not considered to be an input to the fair value of a fixed-for-fixed option on equity shares whichleads the Warrants fail to be qualified as indexed to the Company’s own stock and then to fail to meet the scope exceptions of ASC Topic 815. Therefore,the Company accounted for the Warrants as derivative liabilities under ASC Topic 815. Pursuant to ASC Topic 815, derivatives should be measured atfair value and re-measured at fair value with changes in fair value recorded in earnings at each reporting period. Fair value of the warrantsFair value is generally based on independent sources such as quoted market prices or dealer price quotations. To the extent certain financial instrumentstrade infrequently or are non-marketable securities, they may not have readily determinable fair values. The Company estimated the fair value of theWarrants and Series A preferred stock using various pricing models and available information that management deems most relevant. Among the factorsconsidered in determining the fair value of financial instruments are discounted anticipated cash flows, the cost, terms and liquidity of the instrument,the financial condition, operating results and credit ratings of the issuer or underlying company, the quoted market price of similar traded securities, andother factors generally pertinent to the valuation of financial instruments. Allocation of the proceeds at commitment date and re-measurement as of December 31, 2009As described in Note 17 below, the total proceeds allocated to the Series A-1 warrants and Series A-2 warrants were approximately US$4,406,000 as ofAugust 21, 2009, and the re-measured fair value of the warrants as of December 31, 2009 was approximately US$8,532,000. The changes in fair value ofthe Series A-1 warrant and Series A-2 warrant which are approximately US$4,126,000 were recorded in earnings for the year ended December 31, 2009. F-28 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Placement agent warrants In accordance with ASC Topic 340 subtopic 10 section S99-1 (formerly Staff Accounting Bulletin Topic 5.A: “Miscellaneous Accounting-Expenses ofOffering”), “specific incremental costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged againstthe gross proceeds of the offering.” In accordance with the SEC accounting and reporting manual “cost of issuing equity securities are charged directlyto equity as deduction of the fair value assigned to share issued.” Accordingly, the Company concluded that the warrants issued to the placement agentsare directly attributable to the August 2009 financing. If the Company had not issued the warrants to the placement agent, the Company would have hadto pay the same amount of cash as the fair value. Therefore, the Company deducted the total fair value of the Placement agent warrants as of theCommitment Date which was approximately US$733,000 as a deduction of the fair value assigned to the Series A preferred stock. Since they contain the same terms as the Series A-1 and Series A-2 Warrants, the Placement Agent Warrants are also entitled to the benefits of the “Down-round protection” provision, which means that the Placement Agent Warrants will also need to be accounted for as a derivative under ASC Topic 815with changes in fair value recorded in earnings at each reporting period. As of December 31, 2009, the total fair value of the Placement agent warrantswere approximately US$1,032,000, therefore, the changes of the total fair value of the Placement agent warrants which were approximately US$299,000were recorded in earnings for the year ended December 31, 2009. The following table summarized the above transactions: As ofDecember 31,2009 As ofAugust 21,2009 Changes inFair Value US$’000 US$’000 US$’000 Fair value of the Warrants: Series A-1 warrant 4,513 2,236 2,277 Series A-2 warrant 4,019 2,170 1,849 Placement agent warrants 1,032 733 299 9,564 5,139 4,425 17. Series A convertible preferred shares Key terms of the Series A preferred stock sold by the Company in the August 2009 financing are summarized as follows: Dividends Dividends on the Series A preferred stock shall accrue and be cumulative from and after the issuance date. For each outstanding share of Series Apreferred stock, dividends are payable at the per annum rate of 10% of the Liquidation Preference Amount of the Series A preferred stock. Dividends arepayable quarterly within thirty (30) days following the last Business Day of each August, November, February and May of each year (each, a “DividendPayment Date”), and continuing until such stock is fully converted. The Company shall have the right, at its sole and exclusive option, to pay all or anyportion of each and every quarterly dividend that is payable on each Dividend Payment Date, either (i) in cash, or (ii) by issuing to the holder of Series Apreferred stock such number of additional Conversion Shares which, when multiplied by US$2.5 would equal the amount of such quarterly dividend notpaid in cash. F-29 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Voting Rights The Series A preferred stock holders are entitled to vote separately as a class on matters affecting the Series A Preferred Stock and with regard to certaincorporate matters set forth in the Series A Certificate of Designation, so long as any shares of the Series A preferred stock remain outstanding. Holders ofthe Series A Preferred Stock are not, however, entitled to vote on general matters along with holders of common stock. Liquidation Preference In the event of the liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary (each, a “Liquidation”), theholders of the Series A preferred stock then outstanding shall be entitled to receive, out of the assets of the Company available for distribution to itsstockholders, an amount equal to US$2.5 per share of the Series A preferred stock, plus any accrued but unpaid dividends thereon, whether or notdeclared, together with any other dividends declared but unpaid thereon, as of the date of Liquidation (collectively, the “Series A Liquidation PreferenceAmount”) before any payment shall be made or any assets distributed to the holders of the common stock or any other junior stock. If upon theoccurrence of Liquidation, the assets thus distributed among the holders of the Series A shares shall be insufficient to permit the payment to such holdersof the full Series A Preference Amount, then the entire assets of the Company legally available for distribution shall be distributed ratably among theholders of the Series A preferred stock. Conversion Rights Voluntary Conversion: At any time on or after the date of the initial issuance of the Series A preferred stock, the holder of any such shares of Series A preferred stock may, at suchholder’s option, subject to the limitations described below in “Conversion Restriction”, elect to convert all or portion of the shares of Series A preferredstock held by such person into a number of fully paid and non-assessable shares of common stock equal to the quotient of Liquidation preferenceamount of the Series A preferred stock divided by the initial conversion price of US$2.5. The initial conversion price may be adjusted for stock splits andcombinations, dividend and distributions, reclassification, exchange or substitution, reorganization, merger, consolidation or sales of assets, issuance ofadditional shares of common stock or equivalents with lower price or without considerations etc, as stimulated in the Certification of Designation. Mandatory Conversion: All outstanding shares of the Series A preferred stock shall automatically convert into shares of Common Stock, subject to the limitations describedbelow in “Conversion Restriction”, at the earlier to occur of (i) twenty-four month anniversary of the Closing Date, and (ii) at such time that the VolumeWeighted Average Price of the Company’s common stock is no less than US$5.00 for a period of ten (10) consecutive trading days with the daily volumeof the common stock of at least 50,000 shares per day. Conversion Restriction Holders of the Series A preferred stock may not convert the preferred stock to shares of common stock if the conversion would result in the holderbeneficially owning more than 9.99% of the Company’s outstanding shares of common stock. That limitation may be waived by a holder of the Series Apreferred stock by sending a written notice to the Company on not less than 61 days prior to the date that they would like to waive the limitation. F-30 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Registration Rights Agreement In connection with the Financing, the Company entered into a registration rights agreement (the “RRA”) with the Investors in which the Companyagreed to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission to register the shares of commonstock underlying the Series A preferred stock (the “Conversion Shares”) and the Warrants (the “Warrant Shares”), thirty (30) days after the closing of theFinancing. The Company has agreed to use its best efforts to have the Registration Statement declared effective within 150 calendar days after filing, or180 calendar days after filing in the event the Registration Statement is subject to a “full review” by the SEC. The Company is required to keep the Registration Statement continuously effective under the Securities Act until such date as is the earlier of the datewhen all of the securities covered by that registration statement have been sold or the date on which such securities may be sold without any restrictionpursuant to Rule 144 (the “Financing Effectiveness Period”). The Company will pay liquidated damages of 2% of each holder’s initial investment in theUnits sold in the Financing per month, payable in cash, up to a maximum of 10%, if the Registration Statement is not filed or declared effective withinthe foregoing time periods or ceases to be effective prior to the expiration of the Financing Effectiveness Period. However, no liquidated damages shallbe paid with respect to any securities being registered that the Company are not permitted to include in the Financing Registration Statement due to theSEC’s application of Rule 415. The Company evaluated the contingent obligation related to the RRA liquidated damages in accordance to “ASC Topic 825 “Financial Instruments”subtopic 20” (formerly Financial Accounting Standards Board Staff Position No. EITF 00-19-2 “Accounting for Registration Payment Arrangements”),which required the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whetherissued as a separate agreement or included as a provision of a financial instrument or other agreement be separately recognized and measured inaccordance with “ASC Topic 450” “Contingencies” (formerly SFAS No. 5, “Accounting for Contingencies”). The shares of common stock underlyingthe Series A preferred stock (the “Conversion Shares”) and the Warrants (the “Warrant Shares”) have been successfully registered by theCompany. Therefore, the Company concluded that such obligation was not probable to incur and no contingent obligation related to the RRAliquidated damages needs to be recognized for the year ended December 31, 2009. Security Escrow Agreement The Company entered into a securities escrow agreement with the Investors (the “Escrow Agreement”), pursuant to which Rise King Investment Limited,a British Virgin Islands company (the “Principal Stockholder”), initially placed 2,558,160 shares of Common Stock (the “Escrow Shares”) into an escrowaccount. Of the Escrow Shares, 1,279,080 shares (equivalent to 50% of the Escrow Shares) are being held as security for the achievement of audited netincome equal to or greater than $7.7 million for the fiscal year 2009 (the “2009 Performance Threshold”) and the remaining 1,279,080 of the EscrowShares are being held as security for the achievement of audited net income equal to or greater than $14 million for the fiscal year 2010 (the “2010Performance Threshold”). If the Company achieves at least 95% of the applicable Performance Threshold, all of the Escrow Shares for the corresponding fiscal year shall bereturned to the Principal Stockholder. If the Company achieves less than 95% of the applicable Performance Threshold, the Investors shall receive in theaggregate, on a pro rata basis (based upon the number of shares of Series A preferred stock or conversion shares owned by each such Investor as of thedate of distribution of the Escrow Shares), 63,954 shares of the Escrow Shares for each percentage by which the applicable Performance Threshold wasnot achieved up to the total number of Escrow Shares for the applicable fiscal year. Any Escrow Shares not delivered to any investor because suchinvestor no longer holds shares of Series A preferred stock or conversion shares shall be returned to the Principal Stockholder. F-31 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the purposes of the Escrow Agreement, net income is defined in accordance with US GAAP and reported by the Company in its audited financialstatements for each of the fiscal years ended 2009 and 2010; provided, however, that net income for each of fiscal years ended 2009 and 2010 shall beincreased by any non-cash charges incurred (i) as a result of the Financing , including without limitation, as a result of the issuance and/or conversion ofthe Series A Preferred Stock, and the issuance and/or exercise of the Warrants, (ii) as a result of the release of the Escrow Shares to the PrincipalStockholder and/or the investors, as applicable, pursuant to the terms of the Escrow Agreement, (iii) as a result of the issuance of ordinary shares of thePrincipal Stockholder to Messrs. Handong Cheng and Xuanfu Liu and Ms. Li Sun (the “PRC Shareholders”), upon the exercise of options granted to thePRC Shareholders by the Principal Stockholder, (iv) as a result of the issuance of warrants to any placement agent and its designees in connection withthe Financing, (v) the exercise of any warrants to purchase common stock outstanding and (vi) the issuance under any performance based equityincentive plan that the Company adopts. In accordance to ASC Topic 718 and ASU No. 2010-05—Compensation—Stock Compensation: Escrowed Share Arrangements and the Presumption ofCompensation. The Company evaluated the substance of this arrangement and whether the presumption of compensation has been overcome. Accordingto the Security Escrow Agreement signed between the Company and its investors, the release of these escrow shares to the Principal Stockholder will notregard to continue employment, and this arrangement is in substance an inducement made to facilitate the financing transaction on behalf of theCompany, rather than as compensatory. Therefore, the Company concluded that this arrangement should be recognized and measured according to itsnature and reflects as a deduction of the proceeds allocated to the newly issued securities with no compensation expenses recorded in earnings. Fair Value of the Series A preferred stock:Fair value is generally based on independent sources such as quoted market prices or dealer price quotations. To the extent certain financial instrumentstrade infrequently or are non-marketable securities, they may not have readily determinable fair values. The Company estimated the fair value of theWarrants and Series A preferred stock using various pricing models and available information that management deems most relevant. Among the factorsconsidered in determining the fair value of financial instruments are discounted anticipated cash flows, the cost, terms and liquidity of the instrument,the financial condition, operating results and credit ratings of the issuer or underlying company, the quoted market price of similar traded securities, andother factors generally pertinent to the valuation of financial instruments. Accounting for the Series A preferred stockThe Series A preferred stock has been classified as permanent equity as there was no redemption provision at the option of the holders that is not withinthe control the Company on or after an agreed upon date. The Company evaluated the embedded conversion feature in its Series A preferred stock todetermine if there was an embedded derivative requiring bifurcation. The Company concluded that the embedded conversion feature of the Series Apreferred stock does not required to be bifurcated because the conversion feature is clearly and closely related to the host instrument. Allocation of the proceeds at commitment date and calculation of beneficial conversion featureThe following table summarized the allocation of proceeds to the Series A preferred stock and the Warrants: F-32 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Gross proceedsAllocated Number ofInstruments Allocatedvalue perinstrument US$ (’000) US$ Series A-1 Warrant 2,236 2,060,800 1.08 Series A-2 Warrant 2,170 2,060,800 1.05 Series A preferred stock 5,898 4,121,600 1.43 Total 10,304 In accordance to the schedule above, the unit price is: [1.08*50%+1.05*50%+1.43] = US$2.5 per unit.The Company then evaluated whether a beneficial conversion feature exists by comparing the operable conversion price of Series A preferred stock withthe fair value of the common stock at the commitment date. The Company concluded that the fair value of common stock was greater than the operableconversion price of Series A preferred stock at the commitment date and the intrinsic value of the beneficial conversion feature is greater than theproceeds allocated to the Series A preferred stock. In accordance to ASC Topic 470 subtopic 20, if the intrinsic value of beneficial conversion feature isgreater than the proceeds allocated to the Series A preferred stock, the amount of the discount assigned to the beneficial conversion feature is limited tothe amount of the proceeds allocated to the Series A preferred stock. Accordingly, the total proceeds allocated to Series A preferred stock were allocatedto the beneficial conversion feature with a credit to Additional paid-in capital upon the issuance of the Series A preferred stock. Since the Series Apreferred stock may convert to the Company’s common stock at any time on or after the initial issue date, all discount was immediately recognized as adeemed dividend and a reduction to net income attributable to common shareholders.According to ASC Topic 340 subtopic 10 section S99-1 (formerly Staff Accounting Bulletin Topic 5.A: “Miscellaneous Accounting-Expenses ofoffering”), “specific incremental costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged againstthe gross proceeds of the offering”. And in accordance with the SEC accounting and reporting manual “cost of issuing equity securities are chargeddirectly to equity as deduction of the fair value assigned to share issued”. Accordingly, the Company deducted the direct issuing cost paid in cash whichwere approximately US$1,142,000 from the assigned fair value to the Series A preferred stock. 18. Reverse acquisition and common stock (reclassification of the stockholders’ equity)In a reverse acquisition the historical shareholder’s equity of the accounting acquirer prior to the merger is retroactively reclassified (a recapitalization)for the equivalent number of shares received in the merger after giving effect to any difference in par value of the registrant’s and the accountingacquirer’s stock by an offset in paid in capital.” Pursuant to the terms of Share Exchange Agreement, the China Net BVI shareholders transferred to the Company all of the China Net BVI shares inexchange for the issuance of 13,790,800 shares of the Company’s common stock. Therefore, the Company reclassified its common stock and additionalpaid-in-capital accounts for the year ended December 31, 2008 accordingly.Immediately prior to the Share Exchange, 4,400,000 shares of the Company’s outstanding common stock were cancelled and retired. China Net BVI alsodeposited $300,000 into an escrow account, which amount was paid to Emazing principal stockholder, who owned the 4,400,000 shares, as a result ofthe Share Exchange have been consummated.F-33CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 19. Related party transactions Year ended December 31, 2009 2008 US$(’000) US$(’000) Advertising revenue from related parties: -Beijing Saimeiwei Food Equipment Technology Co., Ltd, 1,548 423 -Beijing Zujianwu Technology Co., Ltd. - 34 -Beijing Fengshangyinli Technology Co., Ltd. 79 159 -Soyilianmei Advertising Co., Ltd. 539 449 -Beijing Telijie Cleaning Technology Co., Ltd. - 53 -Beijing Telijie Century Environmental Technology Co., Ltd. 204 53 -Beijing Rongde Information Technology Co., Ltd. - 276 2,370 1,447 20. Employee defined contribution plan Full time employees of the Company in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pensionbenefits, medical care, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require that the PRCsubsidiaries of the Company make contributions to the government for these benefits based on certain percentages of the employees’ salaries. TheCompany has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed asincurred, were approximately US$148,000 and US$ 106,000 for the year ended December 31, 2009 and 2008, respectively. 21. Concentration of risk Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents,accounts receivable, and prepayments and other current assets. As of December 31, 2009 and 2008 substantially all of the Company’s cash and cashequivalents were held by major financial institutions located in the PRC and Hong Kong, which management believes are of high credit quality. Risk arising from operations in foreign countries All of the Company’s operations are conducted within the PRC. The Company’s operations in the PRC are subject to various political, economic, andother risks and uncertainties inherent in the PRC. Among other risks, the Company’s operations in the PRC are subject to the risks of restrictions ontransfer of funds, changing taxation policies, foreign exchange restrictions; and political conditions and governmental regulations. F-34 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Currency convertibility risk Significant part of the Company’s businesses is transacted in RMB, which is not freely convertible into foreign currencies. All foreign exchangetransactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange ratesquoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requiressubmitting a payment application form together with suppliers’ invoices and signed contracts. These exchange control measures imposed by the PRCgovernment authorities may restrict the ability of the Company’s PRC subsidiary to transfer its net assets, which to the Company through loans,advances or cash dividends. 22. Commitments The following table sets forth the Company’s contractual obligations as of December 31, 2009: Rentalpayments Server hosting andboard-band leasepayments TV advertisement purchasepayments Total US$(’000) US$(’000) US$(’000) US$(’000) Year ended December31, -2010 261 84 31,752 32,097 -2011 261 - - 261 -Thereafter - - - - Total 522 84 31,752 32,358 23. Segment reporting Based on the criteria established by ASC Topic 280 “Segment report” (formerly SFAS No. 131, “Disclosures about Segments of an Enterprise andRelated Information”), as of December 31, 2009, the Company mainly operated in five principal segments: TV advertising, internet advertising, bankkiosk advertising, internet advertising resources resell and internet information management. Internet information management is a new product andbusiness segment of the Company, which was officially launched in August 2009. It is an intelligence software that is based on our proprietary searchengine optimization technology which helps our clients gain an early warning in order to identify and respond to potential negative exposure on theinternet. The following tables present summarized information by segments. F-35 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended December 31, 2009 InternetAd. TVAd. Bankkiosk InternetAd.resourcesresell IIM Others Inter-segmentandreconcilingitem Total US$(‘000) US$(‘000) US$(‘000) US$(‘000) US$(‘000) US$(‘000) US$(‘000) US$(‘000) Revenue 17,722 19,298 152 1,178 116 966 (1,708) 37,724 Cost of sales 4,456 16,335 13 1,086 6 35 (698) 21,233 Total operating expenses 5,794 688 120 - - 1,490* (1,010) 7,082 Including: Depreciation andamortization expense 53 58 83 - - 13 - 207 Operating income(loss) 7,472 2,275 19 92 110 (559) - 9,409 Changes in fair value ofwarrants (See note 16) - - - - - 4,425 - 4,425 Expenditure for long-termassets 432 221 - - - 277 - 930 Net income (loss) 6,705 2,079 19 92 110 (4,986) - 4,019 Total assets 12,249 7,703 438 - - 9,484 (4,110) 25,764 *Including US$360,000 share-based compensation expenses (See note 25). Year ended December 31, 2008 InternetAd. TVAd. Bankkiosk InternetAd.resourcesresell IIM Others Inter-segmentandreconcilingitem Total US$(‘000) US$(‘000) US$(‘000) US$(‘000) US$(‘000) US$(‘000) US$(‘000) US$(‘000) Revenue 11,292 7,007 128 3,081 - - - 21,508 Cost of sales 4,671 5,939 22 3,154 - - - 13,786 Total operating expenses 2,923 1,006 9 - - 10 - 3,948 Including: Depreciation andamortization expense 21 34 22 - - - - 77 Operating income(loss) 3,698 62 97 (73) - (10) - 3,774 Expenditure for long-termassets 41 23 431 - - 2 - 497 Net income (loss) 2,068 669 73 - - (10) - 2,800 Total assets 6,794 5,037 414 - - 128 (3,560) 8,813 24. Earnings (Loss) per share Basic and diluted earnings (loss) per share for each of the periods presented are calculated as follows: Year ended December 31, 2009 2008 US$(’000) US$(’000) (Amount in thousands except forthe number of shares and pershare data) Numerator: Net income (loss) attributable to common shareholders-basic and diluted $(2,252) $2,800 Denominator: Weighted average number of common shares outstanding-basic and diluted 14,825,125 13,790,800 Basic and diluted earnings (loss) per share $(0.15) $0.20 F-36CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS All share and per share data have been retroactively adjusted to reflect the reverse acquisition on June 26, 2009 whereby the 13,790,800 shares ofcommon stock issued by the Company (nominal acquirer) to the shareholders of China Net BVI (nominal acquiree) are deemed to be the number ofshares outstanding for the period prior to the reverse acquisition. For the period after the reverse acquisition, the number of shares considered to beoutstanding is the actual number of shares outstanding during that period.As of December 31, 2009, a total of 4,121,600 convertible preferred shares and a total of 4,781,056 outstanding warrants have not been included in thecalculation of diluted earnings (loss) per share in order to avoid any anti-dilutive effect. 25. Share-based compensation expensesOn June 26, 2009, the Company issued 300,000 shares of common stock to TriPoint Capital Advisors, LLC and 300,000 shares of common stock toRichever Limited, respectively, that the Company’s board of directors previously approved for the financial consulting and corporate developmentservices that they provided. The shares were issued in accordance with the exemption from the registration provisions of the Securities Act of 1933, asamended, provided by Section 4(2) of such Act for issuances not involving any public offering. The 600,000 shares issued were valued at $0.25 pershare, the closing bid of the Company’s common stock on the date of issue. Therefore, total aggregate value of the transaction that we recognized wasUS$150,000, which was recorded in general and administrative expenses as share-based compensation expenses.On June 17, 2009, the Company engaged J and M Group, LLC (“J&M”) to provide investor relations services. The initial term of the agreement is for oneyear. As additional compensation, the Company agreed to issue J&M 120,000 shares of the Company’s common stock that vest 10,000 shares every 30days. The shares were issued in accordance with the exemption from the registration provisions of the Securities Act of 1933, as amended, provided bySection 4(2) of such Act for issuances not involving any public offering. The 120,000 shares issued on June 17, 2009 were valued at $0.15 per share, theclosing bid of the Company’s common stock on the date of issue. Therefore, total aggregate number of shares granted to J&M vested as of December 31,2009 was 60,000 shares. Total aggregate value of the transaction that the Company recognized in the year ended December 31, 2009 were US$9,000,which were recorded in general and administrative expenses as share-based compensation expenses. Going forward the cost of these shares will beexpensed as they vest.On July 1, 2009, the Company engaged Hayden Communications International, Inc. (“HC”) to provide investor relations services. The initial term of theagreement is for one year. As additional compensation, the Company agreed to issue HC 80,000 shares of the Company’s common stock that vest on astraight line basis over the contract period. The shares were issued in accordance with the exemption from the registration provisions of the Securities Actof 1933, as amended, provided by Section 4(2) of such Act for issuances not involving any public offering. The 80,000 shares issued on July 1, 2009were valued at $1.75 per share, the closing bid of the Company’s common stock on the date of issue. Therefore, total aggregated number of sharesgranted to HC vested as of December 31, 2009 was 40,000 shares. Total aggregate value of the transaction that the Company recognized in the yearended December 31, 2009 were US$70,000, which were recorded in general and administrative expenses as share-based compensation expenses. Goingforward the cost of these shares will be expensed as they vest. F-37 CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSOn November 13, 2009, the Company issued 54,020 restricted shares to its employees and consultants which were fully vested upon issuance. Theseshares were valued at US$2.43 per share which represents the grant date fair value of these shares. Total aggregate value of the transaction that theCompany recognized in the year ended December 31, 2009 were approximately US$131,000 which were recorded in general and administrativeexpenses as share-based compensation expenses.On November 30, 2009, the Company granted one 5-year options to each of its three independent directors, Mr. Douglas MacLellan, Mr. MototakaWatanabe and Mr. Zhiqing Chen, to purchase in the aggregate 54,000 shares of the Company’s common stock at an exercise price of US$5.00 per share,in consideration of their services to the Company. These options vest quarterly at the end of each 3-month period, in equal installments over the 24-month period from the date of grant. However, upon a change of control, the option shall automatically become fully vested and exercisable as of thedate of such changes of control. These options were valued at US$2.64 per share which represents the grant datefair value of these options. The relatedcompensation expenses will be recognized over its vesting period. The Company didn’t recognize the compensation expenses for these options for theyear ended December 31, 2009, due to the amount is immaterial.The Company estimates the fair value of these options using the Black-Scholes option pricing model based on the following assumptions:Underlying stock price $3.43 Expected term 3 Risk-free interest rate 1.10%Dividend yield - Expected Volatility 150%Exercise price of the option $5 Underlying stock price is a discounted stock price based upon the regression on actual discount obtained from an appropriate index due to lack ofliquidity of the Company’s underlying stock and other factors. As the three individuals receiving options are non-employee executive directors, theCompany believes that forfeitures are highly unlikely, and termination is not applicable. As such, the Company developed a weighted-average expectedterm at 3 years based on analysis of the vesting schedule and exercise assumptions. The risk-free interest rate is based on the 3 year U.S. Treasury rate.The dividend yield is calculated based on management’s estimate of dividends to be paid on the underlying stock. The expected volatility is calculatedusing historical data obtained from an appropriate index due to lack of liquidity of the Company’s underlying stock. Exercise price of the option is thecontractual exercise price of the option.Options issued and outstanding at December 31, 2009 and their movements during the period are as follows: F-38CHINANET ONLINE HOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Option Outstanding Option Exercisable Number ofunderlyingshares WeightedAverageRemainingContractualLife (Years) WeightedAverageExercisePrice Number ofunderlying shares WeightedAverageRemainingContractualLife (Years) WeightedAverageExercisePrice Balance, January 1, 2009 - - Granted/Vested 54,000 5 $5.00 - Forfeited - - Exercised - - Balance, December 31, 2009 54,000 4.92 $5.00 - 26. Subsequent events The company has evaluated events subsequent to the balance sheet date through March 31, 2010, which represents the date these financial statementswere available to be issued.In January and March 2010, there were 500,000 and 98,000 shares of Series A convertible preferred stock which were converted into the Company’scommon stock, respectively.In February 2010, the Company paid approximately US$285,000 in cash to the Series A convertible preferred stock holders which represent the dividendfrom August 21, 2009 (“the Dividend Commence Date”) to November 30, 2009 (“the Dividend Payment Date).On March 4, 2010 the Company’s common stock was listed on the American Stock Exchange under the under the symbol “CNET”, before this theCompany’s common stock was trade on the Over the Counter Bulletin Board (“OTCBB”) under the symbol “CHNT.” The investor and placement agent warrants that were issued as a result of our August 2009 Financing contained a Down-round protection provision”whereby for a period of twelve (12) months following December 31, 2009 (the effective date of the Registration Statement) in the event the Companyissued any additional shares of Common Stock or securities exercisable, convertible or exchangeable for Common Stock at a price per share less than theexercise price then in effect or without consideration. As described in Note 16 and according to ASC Topic 815 subtopic 40, the “Down-roundprotection” provision is not considered to be an input to the fair value of a fixed-for-fixed option on equity shares which lead to the Warrants to fail to bequalified as indexed to the Company’s own stock and then fail to meet the scope exceptions of ASC Topic 815. Therefore, the Company accounted forthe Warrants as derivative liabilities under ASC Topic 815. Pursuant to ASC Topic 815, derivative should be measured at fair value and re-measured atfair value with changes in fair value recorded in earnings at each reporting period.On March 29, 2010, the Company and the holders of the Warrants entered into agreements to amend certain provisions of the Warrants. The amendment,which is retroactive from and including, August 21, 2009, to the investor and placement agent warrants removes the “Down-round protection” rights thatwere applicable if the Company were to issue new shares of common stock or common stock equivalents at a price per share less than the exercise priceof the Warrants. In addition, the amendment to the warrants added a provision to grant the holders of a majority of the warrants an approval right untilDecember 31, 2010, over any new issuance of shares of common stock or common stock equivalents at a price per share less than the exercise price of thewarrants. An estimate of the financial effect cannot be made at this time. F-39 Exhibit 10.37 WARRANT AMENDMENT This WARRANT AMENDMENT (this “Amendment”) is dated as of March 29, 2010 by and among ChinaNet Online Holdings, Inc., a Nevadacorporation (the “Company”), and the investors signatory hereto (each an “Investor”, collectively, the “Investors”). Capitalized terms used herein and nototherwise defined shall have the meanings ascribed to such terms in the Securities Purchase Agreement (as defined below). R E C I T A L S WHEREAS, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of August 21, 2009 (the“Closing Date”), pursuant to which the Company conducted a private offering solely to accredited investors pursuant to Rule 506 of Regulation D of theSecurities Act of 1933, as amended (the “Act”), of its 10% series A convertible preferred stock and warrants; andWHEREAS, pursuant to Sections 3(e) and (f) of the Series A-1 Warrant and Series A-2 Warrant to Purchase Shares of Common Stock of the Companywhich were delivered to the Investors pursuant to the Securities Purchase Agreement (the “Warrants”), the investors have certain weighted average anti-dilution protection in the event the Company issues any additional shares of Common Stock or Common Stock Equivalents (as defined in the Warrants) at aprice per share less than the Warrant Price then in effect; and WHEREAS, the Company has requested that the Investors amend the Warrants to delete Sections 3(e) and (f) thereof; and agree that in lieu of suchprovisions the holders of the Warrants shall have a right to pre-approve any Additional Issuance at a price less than the Warrant Price then in effect, and giveretroactive effect to such amendments; andWHEREAS, pursuant to Section 9 of each of the Warrants, no provision of the Warrant may be amended without the written consent of the Companyand Holders (as defined in the Warrants) of a majority of the Warrants then outstanding; and NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto herebyagree as follows: 1. Amendment. Pursuant to Section 9 of the Warrant, the parties hereto hereby amend the Warrants, as of the date hereof, by: (a) deleting Sections 3(e) and (f) and replacing it with the following: “Issuance of Additional Shares of Common Stock and Common Stock Equivalents.Until December 31, 2010, the Issuer shall not issue any Additional Shares of Common Stock or, Common Stock Equivalents (otherwise than as provided inthe foregoing subsections (a) through (d) of this Section 3), at a price per share less than the Warrant Price then in effect or without consideration, without theprior written consent of Holders of a majority of the then outstanding Warrants.” 2. Effective Time. The parties hereto agree that this Amendment shall be retroactive from and including, August 21, 2009. 3. Effect on Transaction Documents. Except as set forth above the Transaction Documents and any other documents related thereto, shallremain in full force and effect and are hereby ratified and confirmed. 4. Governing Law; Jurisdiction. This Amendment shall be governed by and construed in accordance with the laws of the State of New Yorkapplicable to contracts made and to be performed in the State of New York. 5. Counterparts. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the sameagreement and shall become effective when counterparts have been signed by each party and delivered to the other party. 6. Severability. If any provision of this Amendment shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceabilityshall not affect the validity or enforceability of the remainder of this Amendment or the validity or enforceability of this Amendment in any otherjurisdiction. [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] [SIGNATURE PAGES OF COMPANY TO FOLLOW] IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above. CHINANET ONLINE HOLDINGS, INC. By: Name: Handong Cheng Title: Chief Executive Officer [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] [SIGNATURE PAGES OF INVESTORS TO FOLLOW] IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above. [INVESTOR] By: Name: Title: Investors’ Signature Pages EXHIBIT 21 List of Subsidiaries of the Company China Net Online Media Group Limited, a British Virgin Islands company. CNET Online Technology Limited, a Hong Kong company. Rise King Century Technology Development (Beijing) Co., Ltd., a wholly foreign-owned enterprise (“WOFE”), established in the People’s Republic ofChina (the “PRC”). Through a series of contractual agreements between the WFOE and Business Opportunity Online (as defined below) and Beijing CNET Online (as definedbelow), the Company, through the WFOE, secures significant rights to influence the two companies’ business operations, policies and management, approveall matters requiring shareholder approval, and the right to receive 100% of the income earned by the two companies. ·Business Opportunity Online (Beijing) Network Technology Co., Ltd. (“Business Opportunity Online”), incorporated in the People’s Republic of China. ·Beijing CNET Online Advertising Co., Ltd. (“Beijing CNET Online”), incorporated in the People’s Republic of China. Beijing CNET Online is a 51% shareholder of Shanghai Borongdingsi Computer Technology Co., Ltd. (“Shanghai Borongdingsi”), which is incorporated inthe People’s Republic of China. EXHIBIT 31.1 CERTIFICATIONS PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002CERTIFICATION I, Handong Cheng, certify that: 1.I have reviewed this annual report on Form 10-K of China Net Online Holdings, Inc. 2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light 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 financial statements, and other financial information included in this report, fairly present in all material respects thefinancial 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 certifying officer(s) and I are responsible establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and we have: a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this annual report is being prepared; b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles; c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting. /s/ Handong ChengHandong ChengChief Executive Officer(Principal Executive Officer) Date: March 31, 2010 EXHIBIT 31.2 CERTIFICATIONS PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002CERTIFICATION I, Zhige Zhang , certify that: 1.I have reviewed this annual report on Form 10-K of ChinaNet Online Holdings, Inc. 2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light 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 financial statements, and other financial information included in this report, fairly present in all material respects thefinancial 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 certifying officer(s) and I are responsible establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and we have: a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this annual report is being prepared; b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles; c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting. /s/ Zhige Zhang Zhige ZhangChief Financial Officer(Principal Financial Officer) Date: March 31, 2010 EXHIBIT 32.1 CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of ChinaNet Online Holdings, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2009, as filedwith the Securities and Exchange Commission on the date hereof (the “Report”), I, Handong Cheng, Chief Executive Officer (Principal Executive Officer) ofthe Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that: (1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Handong Cheng Handong ChengChief Executive Officer(Principal Executive Officer)Date: March 31, 2010 EXHIBIT 32.2 CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of ChinaNet Online Holdings, Inc,. (the “Company”) on Form 10-K for the period ending December 31, 2009, as filedwith the Securities and Exchange Commission on the date hereof (the “Report”), I, Zhige Zhang, Chief Financial Officer (Principal Financial Officer) of theCompany, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that: (1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Zhige ZhangZhige ZhangChief Financial Officer(Principal Financial Officer) Date: March 31, 2010

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