XRS [TAL Education] 20-F: FORM 20-F (Mark One) o OR ý OR

[FORM 20-F (Mark One) o OR ý OR o For the transition period from to . OR o Date of event requiring this shell company report TAL Education Group N/A Cayman Islands (Jurisdiction of incorporation or organization) 12/F, Danling SOHO Rong Luo, Chief Financial Officer (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Title of each] [TAL EDUCATION GROUP AND CITICORP INTERNATIONAL LIMITED, as Trustee INDENTURE Dated as of May 21, 2014 2.50% Convertible Senior Notes due 2019 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 References to Interest 12 Section 1.03 New York Office of Trustee, Conversion Agent, Note Registrar, Paying Agent and Transfer Agent 12 ARTICLE 2 ISSUE,] [Name Jurisdiction of Incorporation Subsidiaries: Beijing Century TAL Education Technology Co., Ltd.(formerly known as “TAL Education Technology (Beijing) Co., Ltd.”) PRC Beijing Huanqiu Zhikang Shidai Education Consulting Co., Ltd. PRC Beijing Xintang Sichuang Education Technology Co., Ltd. PRC Maxstep Technology Inc. Cayman Islands Pengxin TAL Industrial Investment (Shanghai) Co., Ltd. PRC TAL Holding Limited Hong Kong Yidu Huida Education Technology] [I, Bangxin Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of TAL Education Group; 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,] [Certification by the Principal Financial Officer I, Rong Luo, certify that: 1. I have reviewed this annual report on Form 20-F of TAL Education Group; 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] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 28 , 2015 1 EX-13.1 6 a2224838zex-13_1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 1 EX-13.2 7 a2224838zex-13_2.htm EX-13.2] [[Letterhead of Tian Yuan Law Firm] TIAN YUAN LAW FIRM 10/F, CPIC Plaza, 28 Fengsheng Lane, Xicheng District Beijing 100032, P. R. China Tel: (8610) 5776-3888; Fax: (8610)5776-3777 May 28, 2015 TAL Education Group 12/F Danling SOHO 6 Danling Street, Haidian District Beijing 100080 People’s Republic of China Ladies and Gentlemen: Sincerely yours, Tian Yuan Law Firm 1 EX-15.1 8] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-172178 on Form S-8 of our reports dated May 28, 2015, relating to the consolidated financial statements of TAL Education Group, its subsidiaries, its variable interest entities (the “VIEs”) and its VIEs’ subsidiaries and schools (collectively the “Group”), and the effectiveness] [[Letter Head of Maples and Calder] TAL Education Group 12/F Danling SOHO No. 6 Danling Street, Haidian District Beijing 100080 People’s Republic of China 20 May 2015 Dear Sirs TAL Education Group Yours faithfully Maples and Calder 1 EX-15.3 10 a2224838zex-15_3.htm EX-15.3]

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UTSI [UTSTARCOM] 20-F: (Original Filing)

[UTSTARCOM HOLDINGS CORP. TABLE OF CONTENTS Page] [SUBSIDIARIES OF UTSTARCOM HOLDINGS CORP. Name Place of Incorporation or Organization Proportion of Ownership Interest UTStarcom, Inc. U.S.A 100 % UTStarcom International Products, Inc. U.S.A 100 % UTStarcom International Services, Inc. U.S.A 100 % Issanni Communications, Inc. U.S.A 100 % UTStarcom Telecom Co., Ltd China 100 % UTStarcom Hong Kong Ltd Hong Kong SAR 100 % UTStarcom Japan KK Japan] [CERTIFICATION I, William Wong, certify that: 1. I have reviewed this annual report on Form 20-F of UTStarcom Holdings Corp.; 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] [CERTIFICATION I, Min Xu, certify that: 1. I have reviewed this annual report on Form 20-F of UTStarcom Holdings Corp.; 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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES OXLEY ACT 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 19, 2015 Chief Executive Officer] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES OXLEY ACT 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 19, 2015 Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-108817, 333-84710, 333-44548, 333-60150, 333-120564, 333-127850, 333-136551 and 333-161639) of UTStarcom Holdings Corp. of our report dated May 19, 2015 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting,]

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UTSI [UTSTARCOM] 20-F: UTSTARCOM HOLDINGS CORP. TABLE OF CONTENTS Page

[UTSTARCOM HOLDINGS CORP. TABLE OF CONTENTS Page] [SUBSIDIARIES OF UTSTARCOM HOLDINGS CORP. Name Place of Incorporation or Organization Proportion of Ownership Interest UTStarcom, Inc. U.S.A 100 % UTStarcom International Products, Inc. U.S.A 100 % UTStarcom International Services, Inc. U.S.A 100 % Issanni Communications, Inc. U.S.A 100 % UTStarcom Telecom Co., Ltd China 100 % UTStarcom Hong Kong Ltd Hong Kong SAR 100 % UTStarcom Japan KK Japan] [CERTIFICATION I, William Wong, certify that: 1. I have reviewed this annual report on Form 20-F of UTStarcom Holdings Corp.; 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] [CERTIFICATION I, Min Xu, certify that: 1. I have reviewed this annual report on Form 20-F of UTStarcom Holdings Corp.; 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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES OXLEY ACT 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 19, 2015 Chief Executive Officer] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES OXLEY ACT 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 19, 2015 Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-108817, 333-84710, 333-44548, 333-60150, 333-120564, 333-127850, 333-136551 and 333-161639) of UTStarcom Holdings Corp. of our report dated May 19, 2015 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting,]

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YGE [YINGLI GREEN ENERGY CO] 20-F: (Original Filing)

[None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 181,763,770 Ordinary Shares o Yes x No o Yes x No x Yes o No x Yes o No o Large accelerated filer x Accelerated filer o Non-accelerated filer x] [DATED MAY 30, 2014 BAODING TIANWEI BAOBIAN ELECTRIC CO., LTD., BAOTING TIANWEI GROUP CO., LTD. AND YINGLI GREEN ENERGY HOLDING COMPANY LIMITED JOINT VENTURE CONTRACT CONTENTS 1. DEFINITIONS 2. PARTIES TO THE CONTRACT 3. ESTABLISHMENT OF THE JV COMPANY 4. PURPOSES AND SCOPE OF BUSINESS 5. TOTAL INVESTMENT AND REGISTERED CAPITAL 6. TRANSFER AND INCREASE OF REGISTERED CAPITAL AND SUBSCRIPTION] [Contract No. (1300383612012584097) ORIGINAL COPY China Development Bank Co., Ltd Foreign Exchange Loan Contract Loan type: Short-term foreign exchange working capital loan (revolving) One-year Working Capital Loan for Yingli Green Energy International Trading Co., Ltd in 2015 Borrower: Yingli Energy (China) Co., Ltd Lender: China Development Bank Co., Ltd Date of signing: Contents Article 1 Definitions Article 2 Loan limit] [Contract No. (1310201501100000688) ORIGINAL COPY China Development Bank Co., Ltd Foreign Exchange Loan Contract Loan type: Short-term foreign exchange working capital loan (revolving) The First Period Working Capital Loan for Yingli Energy (China) Co., Ltd. in 2015 Borrower: Yingli Energy (China) Co., Ltd. Lender: China Development Bank Co., Ltd Date of signing: Contents Article 1 Definitions Article 2 Loan limit] [Yingli Green Energy Holding Company Limited List of Subsidiaries Name Jurisdiction of Incorporation Cyber Power Group Limited British Virgin Islands Cyber Lighting Holding Company Limited Hong Kong Fine Silicon Co., Ltd. PRC Yingli Green Energy (International) Holding Company Limited British Virgin Islands Yingli Energy (Beijing) Co., Ltd. PRC Yingli Inner Mongolia New Energy Resources Co., Ltd. PRC Beijing Gelin Science] [Certification by the Chief Executive Officer I, Liansheng Miao, Chief Executive Officer of Yingli Green Energy Holding Company Limited, certify that: 1. I have reviewed this annual report on Form 20-F of Yingli Green Energy Holding Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a] [Certification by the Chief Financial Officer I, Yiyu Wang, Chief Financial Officer of Yingli Green Energy Holding Company Limited (the “Company”), certify that: 1. I have reviewed this annual report on Form 20-F of Yingli Green Energy Holding Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 8 a15-6390_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 9 a15-6390_1ex13d2.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm The Board of Directors Yingli Green Energy Holding Company Limited: We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-148353) of Yingli Green Energy Holding Company Limited of our report dated May 15, 2015 relating to the consolidated financial statements and the effectiveness of internal control] [Consent of Independent Registered Public Accounting Firm The Board of Directors We consent to the incorporation by reference in the registration statement No. 333-148353 on Form S-8 of Yingli Green Energy Holding Company Limited of our report dated April 11, 2014, with respect to the consolidated balance sheet of Yingli Green Energy Holding Company Limited and subsidiaries as of December] [May 15, 2015 Ladies and Gentlemen: We were previously principal accountants for Yingli Green Energy Holding Company Limited and, under the date of April 11, 2014, we reported on the consolidated financial statements of Yingli Green Energy Holding Company Limited as of December 31, 2012 and 2013 and for each of the years in the three-year period ended December 31,]

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YGE [YINGLI GREEN ENERGY CO] 20-F: None Indicate the number of outstanding shares of

[None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 181,763,770 Ordinary Shares o Yes x No o Yes x No x Yes o No x Yes o No o Large accelerated filer x Accelerated filer o Non-accelerated filer x] [DATED MAY 30, 2014 BAODING TIANWEI BAOBIAN ELECTRIC CO., LTD., BAOTING TIANWEI GROUP CO., LTD. AND YINGLI GREEN ENERGY HOLDING COMPANY LIMITED JOINT VENTURE CONTRACT CONTENTS 1. DEFINITIONS 2. PARTIES TO THE CONTRACT 3. ESTABLISHMENT OF THE JV COMPANY 4. PURPOSES AND SCOPE OF BUSINESS 5. TOTAL INVESTMENT AND REGISTERED CAPITAL 6. TRANSFER AND INCREASE OF REGISTERED CAPITAL AND SUBSCRIPTION] [Contract No. (1300383612012584097) ORIGINAL COPY China Development Bank Co., Ltd Foreign Exchange Loan Contract Loan type: Short-term foreign exchange working capital loan (revolving) One-year Working Capital Loan for Yingli Green Energy International Trading Co., Ltd in 2015 Borrower: Yingli Energy (China) Co., Ltd Lender: China Development Bank Co., Ltd Date of signing: Contents Article 1 Definitions Article 2 Loan limit] [Contract No. (1310201501100000688) ORIGINAL COPY China Development Bank Co., Ltd Foreign Exchange Loan Contract Loan type: Short-term foreign exchange working capital loan (revolving) The First Period Working Capital Loan for Yingli Energy (China) Co., Ltd. in 2015 Borrower: Yingli Energy (China) Co., Ltd. Lender: China Development Bank Co., Ltd Date of signing: Contents Article 1 Definitions Article 2 Loan limit] [Yingli Green Energy Holding Company Limited List of Subsidiaries Name Jurisdiction of Incorporation Cyber Power Group Limited British Virgin Islands Cyber Lighting Holding Company Limited Hong Kong Fine Silicon Co., Ltd. PRC Yingli Green Energy (International) Holding Company Limited British Virgin Islands Yingli Energy (Beijing) Co., Ltd. PRC Yingli Inner Mongolia New Energy Resources Co., Ltd. PRC Beijing Gelin Science] [Certification by the Chief Executive Officer I, Liansheng Miao, Chief Executive Officer of Yingli Green Energy Holding Company Limited, certify that: 1. I have reviewed this annual report on Form 20-F of Yingli Green Energy Holding Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a] [Certification by the Chief Financial Officer I, Yiyu Wang, Chief Financial Officer of Yingli Green Energy Holding Company Limited (the “Company”), certify that: 1. I have reviewed this annual report on Form 20-F of Yingli Green Energy Holding Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 8 a15-6390_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 9 a15-6390_1ex13d2.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm The Board of Directors Yingli Green Energy Holding Company Limited: We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-148353) of Yingli Green Energy Holding Company Limited of our report dated May 15, 2015 relating to the consolidated financial statements and the effectiveness of internal control] [Consent of Independent Registered Public Accounting Firm The Board of Directors We consent to the incorporation by reference in the registration statement No. 333-148353 on Form S-8 of Yingli Green Energy Holding Company Limited of our report dated April 11, 2014, with respect to the consolidated balance sheet of Yingli Green Energy Holding Company Limited and subsidiaries as of December] [May 15, 2015 Ladies and Gentlemen: We were previously principal accountants for Yingli Green Energy Holding Company Limited and, under the date of April 11, 2014, we reported on the consolidated financial statements of Yingli Green Energy Holding Company Limited as of December 31, 2012 and 2013 and for each of the years in the three-year period ended December 31,]

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SGOC [SGOCO] 20-F: (Original Filing)

[] [DATED December 24, 2014 SGOCO International (HK) Limited as Seller and APEX Flourish Group Limited as Purchaser ______________________________________________________ AGREEMENT FOR SALE AND PURCHASE OF ALL OF THE EQUITY OF Sgoco (Fujian) Electronic Co., Ltd ______________________________________________________ CONTENTS Clause Page Clause Page 1. INTERPRETATION 1 2. SALE AND PURCHASE 3 3. PURCHASE PRICE 3 4. SECURITIES 4 5. COMPLETION 4 6.] [List of Subsidiaries Name of Subsidiary Jurisdiction of Formation SGOCO International (HK) Limited Hong Kong Beijing SGOCO Image Technology Co., Ltd. People’s Republic of China SGO Corporation. Delaware, USA SGOCO (Shenzhen) Technology Co., Ltd. People’s Republic of China] [CERTIFICATION I, Shi-bin Xie, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 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 the statements made, in light of the] [CERTIFICATION I, Johnson Lau, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 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 the statements made, in light of the circumstances under] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: May 15, 2015 Dated: May 15, 2015] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Registration Statements No. 333-172406 on Form S-8 and No. 333-176437 on Form F-3 of our report dated May 15, 2015, relating to the consolidated financial statements of SGOCO Group, Ltd. and its subsidiaries (collectively the “Company”), which appears in this Annual Report on Form]

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SGOC [SGOCO] 20-F:

[] [DATED December 24, 2014 SGOCO International (HK) Limited as Seller and APEX Flourish Group Limited as Purchaser ______________________________________________________ AGREEMENT FOR SALE AND PURCHASE OF ALL OF THE EQUITY OF Sgoco (Fujian) Electronic Co., Ltd ______________________________________________________ CONTENTS Clause Page Clause Page 1. INTERPRETATION 1 2. SALE AND PURCHASE 3 3. PURCHASE PRICE 3 4. SECURITIES 4 5. COMPLETION 4 6.] [List of Subsidiaries Name of Subsidiary Jurisdiction of Formation SGOCO International (HK) Limited Hong Kong Beijing SGOCO Image Technology Co., Ltd. People’s Republic of China SGO Corporation. Delaware, USA SGOCO (Shenzhen) Technology Co., Ltd. People’s Republic of China] [CERTIFICATION I, Shi-bin Xie, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 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 the statements made, in light of the] [CERTIFICATION I, Johnson Lau, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 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 the statements made, in light of the circumstances under] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: May 15, 2015 Dated: May 15, 2015] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Registration Statements No. 333-172406 on Form S-8 and No. 333-176437 on Form F-3 of our report dated May 15, 2015, relating to the consolidated financial statements of SGOCO Group, Ltd. and its subsidiaries (collectively the “Company”), which appears in this Annual Report on Form]

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ZA [ZUOAN FASHION] 20-F: (Original Filing)

[FORM 20-F (Mark One) o R E G I ST R AT I ON S T AT E M E NT P U R SUA N T TO S E C T ION 1 2 (b) OR (g) OF THE S E C U R I T I ES EXCH A OR x For the fiscal year ended December 31,] [Zuoan Fashion Limited List of Subsidiaries Subsidiary Jurisdiction of Incorporation Fast Boost Holdings Limited British Virgin Islands Champion Goal Holdings Limited Hong Kong Zuoan Dress Co., Ltd., Shishi People’s Republic of China Shanghai Mingfu Fashion Limited People’s Republic of China] [Executive Officers’ Certification I, James Jinshan Hong, certify that: 1. I have reviewed this annual report on Form 20-F of Zuoan Fashion Limited; 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] [Executive Officers’ Certification I, James Jinshan Hong, certify that: 1. I have reviewed this annual report on Form 20-F of Zuoan Fashion Limited.; 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] [906 Certification May 15, 2015 James Jinshan Hong, the Chairman, Chief Executive Officer and the Acting Chief Financial Officer of Zuoan Fashion Limited, certifies that, to the best of his knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. Zuoan Fashion Limited. the information contained in the Report fairly] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM by We consent to the incorporation Denver, Colorado May 15, 2015]

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ZA [ZUOAN FASHION] 20-F: FORM 20-F (Mark One) o R E G

[FORM 20-F (Mark One) o R E G I ST R AT I ON S T AT E M E NT P U R SUA N T TO S E C T ION 1 2 (b) OR (g) OF THE S E C U R I T I ES EXCH A OR x For the fiscal year ended December 31,] [Zuoan Fashion Limited List of Subsidiaries Subsidiary Jurisdiction of Incorporation Fast Boost Holdings Limited British Virgin Islands Champion Goal Holdings Limited Hong Kong Zuoan Dress Co., Ltd., Shishi People’s Republic of China Shanghai Mingfu Fashion Limited People’s Republic of China] [Executive Officers’ Certification I, James Jinshan Hong, certify that: 1. I have reviewed this annual report on Form 20-F of Zuoan Fashion Limited; 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] [Executive Officers’ Certification I, James Jinshan Hong, certify that: 1. I have reviewed this annual report on Form 20-F of Zuoan Fashion Limited.; 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] [906 Certification May 15, 2015 James Jinshan Hong, the Chairman, Chief Executive Officer and the Acting Chief Financial Officer of Zuoan Fashion Limited, certifies that, to the best of his knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. Zuoan Fashion Limited. the information contained in the Report fairly] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM by We consent to the incorporation Denver, Colorado May 15, 2015]

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ATV [Acorn International] 20-F: (Original Filing)

[TABLE OF CONTENTS Page INTRODUCTION 1 1 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 47 ITEM 4A. UNRESOLVED STAFF COMMENTS 79 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 80 ITEM 6. DIRECTORS, SENIOR MANAGEMENT] [THE COMPANIES LAW (REVISED) EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ACORN INTERNATIONAL, INC. (Adopted by way of a special resolution passed on July 6, 2006 and effective immediately upon commencement of the trading of the Company’s American Depositary Shares representing its ordinary shares on the New York 1. NAME The name of the Company] [List of Subsidiaries and Affiliated Entities • China DRTV, Inc., incorporated in the British Virgin Islands • Smooth Profit Limited, incorporated in the British Virgin Islands • Star Education & Technology Group Inc., incorporated in the Cayman Islands • Star Education & Technology Limited, incorporated in the British Virgin Islands • Bright Rainbow Investments Limited, incorporated in the Hong Kong] [Certification by the Chief Executive Officer I, Robert W. Roche, certify that: 1. 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] [Certification by the Chief Financial Officer I, Geoffrey Weiji Gao, certify that: 1. 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] [Section 906 of the Sarbanes-Oxley Act of 2002 Robert W. Roche Chief Executive Officer EX-13.1 6 d863987dex131.htm EX-13.1] [Section 906 of the Sarbanes-Oxley Act of 2002 Geoffrey Weiji Gao Principal Financial and Accounting Officer EX-13.2 7 d863987dex132.htm EX-13.2] [May 13, 2015 Acorn International, Inc. 19/F, 20th Building 487 Tianlin Road Shanghai 200233, China RE: ACORN INTERNATIONAL, INC. Dear Sirs/Madams, Company We have acted as legal advisors as to the laws of the People’s Republic of China to Acorn International, Inc., an exempted limited liability company incorporated in the Cayman Islands (the “ We hereby consent to the use] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-143267 on Form S-8 of our reports dated May 13, 2015, relating to the consolidated financial statements and financial statement schedule of Acorn International, Inc. and its subsidiaries and variable interest entities (the “Group”) (which report expresses an unqualified opinion and includes]

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