[ACORN INTERNATIONAL, INC. TABLE OF CONTENTS Page INTRODUCTION 3 PART I 5 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5 ITEM 3. KEY INFORMATION 5 ITEM 4. INFORMATION ON THE COMPANY 35 ITEM 4A. UNRESOLVED STAFF COMMENTS 59 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 59 ITEM 6. DIRECTORS,] [LOAN AGREEMENT This Agreement is entered into in 2016 in Shanghai, China between the parties below upon their full and friendly negotiation and intending to be legally bound: Party A: Acorn Trade (Shanghai) Co., Ltd. Legal Address: Room 103-1, Building No. 7, Area E, No. 333, Middle Xinfeng Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Robert Walter Roche Party] [Exclusive Technical Service Agreement Agreement This Exclusive Technical Service Agreement (this “ Party A: Beijing HJX Technology Development Co., Ltd. Domicile: Room 401, Floor 4, Building 21, No.130, Liangjia Dian, Haidian District, Beijing Legal Representative: Qi Zhang Party B: Acorn Trade (Shanghai) Co., Ltd. Domicile: Room103-1, Building 7, Area E, No.333, Xinfeng Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal] [OPERATION AND MANAGEMENT AGREEMENT Agreement This Operation and Management Agreement (the “ Party A: Acorn Trade (Shanghai) Co., Ltd. Legal Address: Room103-1, Building 7, Area E, No.333, Xinfeng Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Robert Walter Roche Party B: Beijing HJX Technology Development Co., Ltd. HJX Technology Legal Address: Room 401, Floor 4, Building 21, No.130, Liangjia] [Equity Pledge Agreement this Agreement PRC This Equity Pledge Agreement (hereinafter referred to as “ Party A Pledgee The Acorn Trade (Shanghai) Co., Ltd. The legal address: Room 103-1, Building No. 7, Area E, No. 333, Middle Xinfeng Road, Huaxin Town, Qingpu District, Shanghai The legal representative: Robert Walter Roche Party B Pledger The Kuan Song The number of the] [Exclusive Purchase Agreement Agreement This Exclusive Purchase Agreement (this “ Party A Acorn Trade (Shanghai) Co., Ltd. Domicile Legal Representative Party B Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Pan Zong ID Card No. ID: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou Road,] [Power of Attorney This Power of Attorney is signed by the following parties in Shanghai in 2016: Principals Principal A: Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Principal B: Pan Zong ID Card No.: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou Road, Hualong] [TERMINATION AGREEMENT Agreement This Termination Agreement (the “ Party A: Shanghai HJX Digital Technology Co., Ltd. Domicile: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Robert Walter Roche Party B: Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Pan Zong ID Card No.:] [Letter of Consent 41050419821217106X I, Kai Wang (ID Card No.: 1. In accordance with the Equity Pledge Agreement he signed in 2016, Kuan Song pledges to Acorn Trade (Shanghai) Co., Ltd.90% of the equity interest he holds in Beijing HJX Technology Development Co., Ltd. (“Beijing HJX Technology”). 2. In accordance with the provisions of the Exclusive Purchase Agreement entered into] [LOAN AGREEMENT This Agreement is entered into on May 27, 2015 in Shanghai, China between the parties below upon their full and friendly negotiation and intending to be legally bound: Party A: Acorn Information Technology (Shanghai) Co., Ltd. Legal Address: Room 669-05, No. 2 Building, No. 351 Guoshoujing Road, Zhangjiang High-tech Park, Shanghai Party B: Kuan Song ID Card No.:] [Exclusive Technical Service Agreement Agreement This Exclusive Technical Service Agreement (this “ Party A: Beijing Acorn Trade Co., Ltd. Domicile: East side, Floor 1, Jindu Office building, No.115, Fucheng Road, Haidian District, Beijing Party B: Acorn Information Technology (Shanghai) Co., Ltd. Domicile: Room 669-05, Building 2, No.351, Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai Either Party A or Party B will] [OPERATION AND MANAGEMENT AGREEMENT Agreement This Operation and Management Agreement (the “ Party A: Acorn Information Technology (Shanghai) Co., Ltd. Legal Address: Room 669-05, Building 2, No.351, Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai Party B: Beijing Acorn Trade Co., Ltd. Beijing Trade Legal Address: East side, Floor 1, Jindu Office building, No.115, Fucheng Road, Haidian District, Beijing Party C: Kuan] [Equity Pledge Agreement this Agreement PRC This Equity Pledge Agreement (hereinafter referred to as “ Party A Pledgee The Acorn Information Technology (Shanghai) Co., Ltd. The legal address: Room 669-05, No. 2 Building, No. 351 Guoshoujing Road, Zhangjiang High-tech Park, Shanghai Party B Pledger The Kuan Song The number of the ID card: 410503198209212012 The domicile address: Room 2202, Floor] [Exclusive Purchase Agreement Agreement This Exclusive Purchase Agreement (this “ Party A Acorn Information Technology (Shanghai) Co., Ltd. Domicile Party B Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Pan Zong ID Card No. ID: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou Road, Hualong] [Power of Attorney This Power of Attorney is signed by the following parties in Shanghai on May 27, 2015: Principals Principal A: Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Principal B: Pan Zong ID Card No.: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou] [TERMINATION AGREEMENT Agreement This Termination Agreement (the “ Party A: Acorn Information Technology (Shanghai) Co., Ltd. Domicile: Room 669-05, Building 2, No.351, Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai Legal Representative: Dongjie Yang Party B: Dongjie Yang ID Card No.: 140106196803232537 Address: Room 302 and 303, Unit 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing Weiguo Ge ID] [Letter of Consent I, Kai Wang (ID Card No.: 41050419821217106X), am the duly married spouse of Kuan Song (ID Card No.: 410503198209212012). I hereby acknowledge, understand and agree that: 1. In accordance with the Equity Pledge Agreement he signed on May 27, 2015, Kuan Song pledges to Acorn Information Technology (Shanghai) Co., Ltd. 90% of the equity interest he holds] [LOAN AGREEMENT This Agreement is entered into on May 27, 2015 in Shanghai, China between the parties below upon their full and friendly negotiation and intending to be legally bound: Party A: Acorn Information Technology (Shanghai) Co., Ltd. Legal Address: Room 669-05, No. 2 Building, No. 351 Guoshoujing Road, Zhangjiang High-tech Park, Shanghai Party B: Kuan Song ID Card No.:] [Exclusive Technical Service Agreement Agreement This Exclusive Technical Service Agreement (this “ Party A: Shanghai Acorn Network Technology Development Co., Ltd. Domicile: A-46, No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Party B: Acorn Information Technology (Shanghai) Co., Ltd. Domicile: Room 669-05, Building 2, No.351, Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai Either Party A or Party B] [OPERATION AND MANAGEMENT AGREEMENT Agreement This Operation and Management Agreement (the “ Party A: Acorn Information Technology (Shanghai) Co., Ltd. Legal Address: Room 669-05, Building 2, No.351, Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai Party B: Shanghai Acorn Network Technology Development Co., Ltd. Acorn Network Technology Legal Address: A-46, No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Party] [Equity Pledge Agreement this Agreement PRC This Equity Pledge Agreement (hereinafter referred to as “ Party A Pledgee The Acorn Information Technology (Shanghai) Co., Ltd. The legal address: Room 669-05, No. 2 Building, No. 351 Guoshoujing Road, Zhangjiang High-tech Park, Shanghai Party B Pledger The Kuan Song The number of the ID card: 410503198209212012 The domicile address: Room 2202, Floor] [Exclusive Purchase Agreement Agreement This Exclusive Purchase Agreement (this “ Party A Acorn Information Technology (Shanghai) Co., Ltd. Domicile Party B Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Pan Zong ID Card No. ID: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou Road, Hualong] [Power of Attorney This Power of Attorney is signed by the following parties in Shanghai on May 27, 2015: Principals Principal A: Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Principal B: Pan Zong ID Card No.: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou] [TERMINATION AGREEMENT Agreement This Termination Agreement (the “ Party A: Acorn Information Technology (Shanghai) Co., Ltd. Domicile: Room 669-05, Building 2, No.351, Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai Legal Representative: Dongjie Yang Party B: Dongjie Yang ID Card No.: 140106196803232537 Address: Room 302 and 303, Unit 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing Weiguo Ge ID] [Letter of Consent I, Kai Wang (ID Card No.: 41050419821217106X), am the duly married spouse of Kuan Song (ID Card No.: 410503198209212012). I hereby acknowledge, understand and agree that: 1. In accordance with the Equity Pledge Agreement he signed on May 27, 2015, Kuan Song pledges to Acorn Information Technology (Shanghai) Co., Ltd. 90% of the equity interest he holds] [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 Party B: Shanghai HJX Digital Technology Co., Ltd. Domicile: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Either Party A] [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 Party B: Shanghai HJX Electronic Technology Co., Ltd. (“HJX Electronic”) Legal Address: Room 187, Area E, First Floor, Building 1, No.1288, Huateng Road, Huaxin Town, Qingpu District,] [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 Party B Pledger The Kuan Song The number of the ID card: 410503198209212012 The domicile address: Room 2202, Floor 5, Building] [Exclusive Purchase Agreement Agreement This Exclusive Purchase Agreement (this “ Party A Shanghai HJX Digital Technology Co., Ltd. Domicile Party B Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Pan Zong ID Card No. ID: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou Road, Hualong] [Power of Attorney This Power of Attorney is signed by the following parties in Shanghai on May 27, 2015: Principals Principal A: Kuan Song ID Card No.: 410503198209212012 Address: Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing Principal B: Pan Zong ID Card No.: 410901198605200020 Address: Room 9, Unit 1, Building 4, Yard 7, Kaizhou] [TERMINATION AGREEMENT Agreement This Termination Agreement (the “ Party A: Shanghai HJX Digital Technology Co., Ltd. Domicile: No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai Legal Representative: Dongjie Yang Party B: Dongjie Yang ID Card No.: 140106196803232537 Address: Room 302 and 303, Unit 6, Building 1, No.5 North Jia Heping Li, Chaoyang District, Beijing Weiguo Ge ID] [4.35 Letter of Consent I, Kai Wang (ID Card No.: 41050419821217106X), am the duly married spouse of Kuan Song (ID Card No.: 410503198209212012). I hereby acknowledge, understand and agree that: 1. In accordance with the Equity Pledge Agreement he signed on May 27, 2015, Kuan Song pledges to Shanghai HJX Digital Technology Co., Ltd. 90% of the equity interest he] [LOAN AGREEMENT This Agreement is entered into on May 27, 2015 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 Party B: Kuan Song ID Card No.: 410503198209212012 Address:] [SETTLEMENT AGREEMENT Agreement Agreement This 1. Acorn International, Limited Acorn th 2. Acorn Composite Corporation, Inc. Roche Entity 3. “Parties Robert W. Roche (US Passport No. 486956395); collectively, the RECITALS:- (A) Associated Companies Protective Costs Various costs in the amount of US$924,756.95 (as shown in Schedule 1) were incurred by Roche Entity and/or its associated companies (as defined in the] [th THIS TRANSITIONAL SERVICES AND SEPARATION AGREEMENT ("Agreement") is made on the 27 BETWEEN: (1) (“Mr Yang ”)； Mr. Don Dongjie Yang of GuangCaiGuoJi Building 3 Room 17D，No. 18 Gongti West Road, Chaoyang District，Beijing, China, the People's Republic of China (2) .， "Company"); Acorn International, Inc (3) .， D.Y. Capita] Inc "Parties") (together the IT IS HEREBY AGREED as follows:-] [EXECUTION COPY Form of Employment Agreement This employment agreement (the "Agreement") is entered into by and between ("you" or "your") and Acorn International, Inc., an exempted company incorporated in the Cayman Islands with limited liability or one of its subsidiaries (the "Company"). This Agreement has an effective date as of (the "Effective Date"). In consideration of the mutual covenants and] [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] [Section 906 of the Sarbanes-Oxley Act of 2002 Geoffrey Weiji Gao Chief Financial Officer] [通 商 律 師 事 務 所 Commerce & Finance Law Offices 上海市南京西路1515号静安嘉里中心办公楼1座1506室 電話:8621-52986877 傳真: 8621-52986878 网址 www.tongshang.com.cn May 16, 2016 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.,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements on Form S-8 (No. 333-143267) of our report dated May 16, 2016, relating to the consolidated financial statements and financial statement schedules of Acorn International, Inc. and its subsidiaries and variable interest entities (the “Group”), appearing in this Annual Report on Form 20-F]