[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]