[Explanatory Note: Disclosure Controls and Procedures. Management’s Report on Internal Control over Financial Reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance] [Certification by the Chief Executive Officer I, James Yujun Hu, certify that: 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period] [Certification by the Chief Financial Officer I, David Chenghong He, certify that: 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period] [Section 906 of the Sarbanes-Oxley Act of 2002 James Yujun Hu Chief Executive Officer] [Section 906 of the Sarbanes-Oxley Act of 2002 David Chenghong He Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Registration Statement No. 333-143267 on Form S-8 of our report dated May 6, 2010, relating to the consolidated financial statements and financial statement schedule of Acorn International, Inc. and subsidiaries and its variable interest entities (collectively the “Company”), which report expresses an unqualified opinion]