[ACORN INTERNATIONAL, INC. 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 39 ITEM 4A. UNRESOLVED STAFF COMMENTS 73 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 74 ITEM 6. DIRECTORS, SENIOR MANAGEMENT] [LOAN AGREEMENT This Agreement is entered into on September 23, 2013 in Shanghai, China between the parties below upon their full and friendly negotiation and intending to be legally bound: Party A: Shanghai HJX Digital Technology Co., Ltd. Legal Address: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Yang Dongjie Party B: Yang Dongjie Nationality:] [OPERATION AND MANAGEMENT AGREEMENT Agreement This Operation and Management Agreement (the “ Party A: Shanghai HJX Digital Technology Co., Ltd. Legal Address: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Yang Dongjie Party B: Shanghai HJX Electronic Technology Co., Ltd. (“Shanghai HJX Electronic”) Legal Address: Room 187, Area E, First Floor, Building 1, No.1288, Huateng] [OPERATION AND MANAGEMENT AGREEMENT Agreement This Operation and Management Agreement (the “ Party A: Shanghai HJX Digital Technology Co., Ltd. Legal Address: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Yang Dongjie Party B: Beijing HJX Technology Development Co., Ltd. HJX Technology Legal Address: Room 701-4, Building 1, No.3, Haidian Street, Haidian District, Beijing Legal] [Equity Pledge Agreement this Agreement PRC This Equity Pledge Agreement (hereinafter referred to as “ Party A: Pledgee The Shanghai HJX Digital Technology Co., Ltd. The legal address: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai The legal representative: Yang Dongjie Party B: Pledger The Yang Dongjie The number of the ID card: 140106196803232537 The domicile address:] [Equity Pledge Agreement this Agreement PRC This Equity Pledge Agreement (hereinafter referred to as “ Party A Pledgee The Shanghai HJX Digital Technology Co., Ltd. The legal address: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai The legal representative: Yang Dongjie Party B Pledger The Yang Dongjie The number of the ID card: 140106196803232537 The domicile address:] [Exclusive Purchase Agreement Agreement This Exclusive Purchase Agreement (this “ Party A Shanghai HJX Digital Technology Co., Ltd. Domicile Legal Representative Party B Yang Dongjie ID No.: Domicile: Ge Weiguo ID No. Domicile Party C Shanghai HJX Electronic Technology Co., Ltd Shanghai HJX Electronic Domicile Legal Representative Party A, Party B and Party C will each be referred to as] [Exclusive Purchase Agreement Agreement This Exclusive Purchase Agreement (this “ Party A Shanghai HJX Digital Technology Co., Ltd. Domicile Legal Representative Party B Yang Dongjie ID No.: Domicile: Ge Weiguo ID No. Domicile Party C Beijing HJX Technology Development Co., Ltd. Beijing HJX Technology Domicile Legal Representative Party A, Party B and Party C will each be referred to as] [Power of Attorney This Power of Attorney is signed by the following Principals on December 17, 2013: Principals: Principal A: Yang Dongjie ID Card No.: 140106196803232537 Address: Room 302,303, Apt 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing Principal B: Ge Weiguo ID Card No.: 320203196607100019 Address: Room 402, No. 24, Lane 1111, Donglan Road, Minhang District,] [Power of Attorney This Power of Attorney is signed by the following Principals on September 23, 2013: Principals: Principal A: Yang Dongjie ID Card No.: 140106196803232537 Address: Room 302,303, Apt 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing Principal B: Ge Weiguo ID Card No.: 320203196607100019 Address: Room 402, No. 24, Lane 1111, Donglan Road, Minhang District,] [Exclusive Technical Service Agreement Agreement This Exclusive Technical Service Agreement (this “ Party A: Shanghai HJX Electronic Technology Co., Ltd. Domicile: Room 187, Area E, First Floor, Building 1, No.1288, Huateng Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Yang Dongjie Party B: Shanghai HJX Digital Technology Co., Ltd. Domicile: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District,] [Exclusive Technical Service Agreement Agreement This Exclusive Technical Service Agreement (this “ Party A: Beijing HJX Technology Development Co., Ltd. Domicile: Room 701-4, Building 1, No.3, Haidian Street, Haidian District, Beijing Legal Representative: Yang Dongjie Party B: Shanghai HJX Digital Technology Co., Ltd. Domicile: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Yang Dongjie Either] [Letter of Consent 320204197107222328 I, Hu Wenjun (ID Card No.: 1. In accordance with the Equity Pledge Agreement he signed on September 23, 2013, Ge Weiguo pledges to Shanghai HJX Digital Technology Co., Ltd. 25% of the equity interest he holds in Beijing HJX Technology Development Co., Ltd. (“Beijing HJX Technology”) and in Shanghai HJX Electronic Technology Co., Ltd (“Shanghai] [Letter of Consent 210121197011160922 I, Cui Zhongqiu (ID Card No.: 1. In accordance with the Equity Pledge Agreement he signed on September 23, 2013, Yang Dongjie pledges to Shanghai HJX Digital Technology Co., Ltd.75% of the equity interest he holds in Beijing HJX Technology Development Co., Ltd. (“Beijing HJX Technology”) and in Shanghai HJX Electronic Technology Co., Ltd (“Shanghai HJX] [Letter of Consent I, Hu Wenjun (ID Card No.: 320204197107222328), am the duly married spouse of Ge Weiguo (ID Card No.: 320203196607100019). I hereby acknowledge, understand and agree that: 1. In accordance with the Equity Pledge Agreement he signed on November 29, 2011, Ge Weiguo pledges to Acorn Information Technology (Shanghai) Co., Ltd. 25% of the equity interest he holds] [Power of Attorney This Power of Attorney is signed by the following Principals on May 25, 2013: Principals: Principal A: Yang Dongjie ID Card No.: 140106196803232537 Address: Room 302,303, Apt 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing Principal B: Ge Weiguo ID Card No.: 320203196607100019 Address: Room 402, No. 24, Lane 1111, Donglan Road, Minhang District,] [Power of Attorney This Power of Attorney is signed by the following Principals on May 25, 2013: Principals: Principal A: Yang Dongjie ID Card No.: 140106196803232537 Address: Room 302,303, Apt 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing Principal B: Ge Weiguo ID Card No.: 320203196607100019 Address: Room 402, No. 24, Lane 1111, Donglan Road, Minhang District,] [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, Don Dongjie Yang, 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 Don Dongjie Yang Chief Executive Officer EX-13.1 21 d664926dex131.htm EX-13.1] [Section 906 of the Sarbanes-Oxley Act of 2002 Geoffrey Weiji Gao Principal Financial and Accounting Officer EX-13.2 22 d664926dex132.htm EX-13.2] [COMMERCE & FINANCE LETTERHEAD April 17, 2014 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 consent to the incorporation by reference in this Registration Statement No. 333-143267 on Form S-8 of our report dated April 17, 2014, relating to the consolidated financial statements and financial statement schedule of Acorn International, Inc. and its subsidiaries and variable interest entities (the “Company”), appearing in this Annual Report on Form]