[TABLE OF CONTENTS Page INTRODUCTION 1 1 PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 2 ITEM 4. INFORMATION ON THE COMPANY 37 ITEM 4A. UNRESOLVED STAFF COMMENTS 68 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 68 ITEM 6. DIRECTORS, SENIOR MANAGEMENT] [List of Subsidiaries and Affiliated Entities • China DRTV, Inc., incorporated in the British Virgin Islands • Smooth Profit Limited, incorporated in the British Virgin Islands • Bright Rainbow Investments Limited, incorporated in the Hong Kong Special Administrative Region of People’s Republic of China • MK AND T Communications Limited, incorporated in the Hong Kong Special Administrative Region of People’s] [Certification by the Chief Executive Officer I, Don Dongjie Yang, Chief Executive Officer of Acorn International, Inc. (the “Company”), certify that: 1. I have reviewed this annual report on Form 20-F of the Company; 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] [Certification by the Chief Financial Officer I, Irene Lin Bian, Financial and Accounting Officer of Acorn International, Inc. (the “Company”), certify that: 1. I have reviewed this annual report on Form 20-F of the Company; 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] [Section 906 of the Sarbanes-Oxley Act of 2002 Don Dongjie Yang Chief Executive Officer] [Section 906 of the Sarbanes-Oxley Act of 2002 Irene Lin Bian Financial and Accounting Officer] [[COMMERCE & FINANCE LETTERHEAD] April 27, 2011 Acorn International, Inc. 18/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 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 April 27, 2011, relating to the consolidated financial statements and financial statement schedule of Acorn International, Inc and its subsidiaries and variable interest entities (collectively the “Company”), which report expresses an unqualified opinion]