Registration No. 333-141860

As filed with the Securities and Exchange Commission on April 27, 2007.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 4 TO

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Acorn International, Inc.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands   5900   Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

12F, Xinyin Building, 888 Yishan Road

Shanghai 200233

People’s Republic of China

(8621) 5151-8888

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

CT Corporation System

111 Eighth Avenue

New York, New York 10011

(212) 894-8940

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Kurt J. Berney

O’Melveny & Myers LLP

37 th & 38 th Floors

Plaza 66, 1266 Nanjing Road West

Shanghai, 200040

People’s Republic of China

(8621) 2307-7007

 

Howard Zhang

O’Melveny & Myers LLP

Suite 3120, China World Tower I

1 Jian Guo Men Wai Avenue

Beijing, 100004

People’s Republic of China

(8610) 6505-2612

 

Alan D. Seem

Shearman & Sterling LLP

12th Floor, East Tower, Twin Towers

B-12 Jianguomenwai Dajie

Beijing, 100022

People’s Republic of China

(8610) 5922-8000

Approximate date of commencement of proposed sale to the public:     As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.   ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class

of Securities to be Registered(1)(2)

  Amount to be
Registered(2)(3) 		  Proposed Maximum
Offering Price Per
Ordinary Share(3) 		 

Amount of

Registration Fee(4)

Ordinary Shares, par value $0.01 per ordinary share

  26,565,000   $4.83   $3,939.08
(1)   American depositary shares evidenced by American depositary receipts issuable upon deposit of the ordinary shares registered hereby will be registered pursuant to a separate registration statement on Form F-6 filed with the Securities and Exchange Commission on April 17, 2007, 2007 (File No. 333-142177). Each American depositary share represents three ordinary shares.
(2)   Includes (i) ordinary shares initially offered and sold outside the United States in the form of American depositary shares that may be resold from time to time either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public and (ii) ordinary shares represented by 1,155,000 American depositary shares that are issuable upon the exercise of the underwriters’ option to purchase additional shares. The ordinary shares are not being registered for the purpose of sales outside the United States.
(3)   Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
(4)   Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

 

The sole purpose of this amendment is to amend and update the exhibit index and to file Exhibits 4.2, 5.1, 8.1, 8.2, 23.2 and 23.3 to the registration statement. No other changes have been made to the registration statement. Accordingly, the amendment consists only of the facing page, this explanatory note and Part II of the registration statement.

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences or committing a crime. Our second amended and restated articles of association, which will be adopted upon the closing of this offering, will provide for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such, except through their own willful neglect or default.

 

Under the form of indemnification agreements filed as Exhibit 10.3 to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.

 

The form of Underwriting Agreement filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

II-1

ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.

 

During the past three years, we have issued the following securities (including options to acquire our ordinary shares). We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering.

 

Purchaser

 

Date of Sale or

Issuance

  Number of Securities
  Consideration in
U.S. dollars (1)
  Underwriting
Discount and
Commission
James Yujun Hu   December 29, 2004   380,000 ordinary shares   3,800   N/A
    January 6, 2005   1,290,392 ordinary shares   12,904   N/A
D.Y. Capital, Inc.   December 29, 2004   1,500,000 ordinary shares   15,000   N/A
    January 6, 2005   5,093,656 ordinary shares   50,936   N/A
Yue-Teng, Inc.   December 29, 2004   3,400,000 ordinary shares   34,000   N/A
    January 6, 2005   11,545,620 ordinary shares   115,456   N/A
    August 20, 2005   8,042,838 ordinary shares   9,289,478   N/A

The Grand Crossing Trust

  December 29, 2004   520,000 ordinary shares   5,200   N/A
    January 6, 2005   2,080,000 (2)  ordinary shares   20,800   N/A
Tadashi Nakamura   December 29, 2004   300,000   3,000   N/A
    January 6, 2005   1,200,000 (3)  ordinary shares   12,000   N/A
Acorn Composite Corporation   December 29, 2004   3,900,000 ordinary shares   39,000   N/A
    January 6, 2005   15,600,000 (4)  ordinary shares   156,000   N/A
SB Asia Investment Fund II L.P.   January 21, 2005   17,709,815 Series A
convertible redeemable
preferred shares 		  35,000,000   N/A
    December 28, 2005   2,882,155 (5)  Series A-1
convertible redeemable
preferred shares 		  8,000,000   N/A
Certain Directors, Officers,
Employees and Consultants 		  March 18, 2005   Options to purchase a total
of 6,663,964 ordinary shares 		  N/A   N/A
    August 20, 2005   Options to purchase a total
of 667,117 ordinary shares 		  N/A   N/A
    September 1, 2005   Options to purchase a total
of 371,945 ordinary shares 		  N/A   N/A
    November 4, 2005   Options to purchase a total
of 1,350,000 ordinary shares 		  N/A   N/A
    May 1, 2006   SARs with respect to
6,420,000 ordinary shares (6) 		  N/A   N/A
    July 6, 2006   SARs with respect to
370,000 ordinary shares 		  N/A   N/A
    September 27,
2006 		  SARs with respect to
2,076,100 ordinary shares 		  N/A   N/A
    April 3, 2007   SARs with respect to
1,780,000 ordinary shares (7) 		  N/A   N/A
    April 16, 2007   SARs with respect to 85,000
ordinary shares 		  N/A   N/A
(1)   Including consideration in the form of a promissory note.
(2)   647,038 of which were later redeemed by us on June 1, 2005.
(3)   373,291 of which were later redeemed by us on June 1, 2005.
(4)   4,852,783 of which were later redeemed by us on June 1, 2005.
(5)   The issuance of the 2,882,155 is as a result of the exercise of warrants granted to SB Asia Investment Fund II L.P.
(6)   1,590,000 of which were later forfeited.
(7)   5,000 of which were cancelled on April 16, 2007.

 

II-2

ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a)   Exhibits

 

Exhibit
Number
  

Description

  1.1      Form of Underwriting Agreement
  3.1      Memorandum and Articles of Association of Acorn International, Inc.
  3.2      Amended and Restated Memorandum and Articles of Association of Acorn International, Inc.
  4.1      Specimen American Depositary Receipt (included in Exhibit 4.3)
  4.2      Specimen Certificate for Ordinary Shares
  4.3   (1)    Form of Deposit Agreement among Acorn International, Inc., Citibank, N.A., and holders and beneficial owners of American Depositary Shares issued thereunder
  5.1      Opinion of Conyers, Dill & Pearman, Cayman Islands special counsel to the registrant, regarding the validity of the ordinary shares being registered
  5.2   (1)    Opinion of Patterson, Belknap, Webb & Tyler LLP, counsel to the depositary, regarding the validity of the American Depositary Shares and American Depositary Receipts
  8.1      Form of opinion of O’Melveny & Myers LLP regarding certain U.S. tax matters
  8.2      Opinion of Conyers, Dill & Pearman regarding certain Cayman Islands tax matters
10.1      2006 Equity Incentive Plan
10.2      Forms of option grant agreements and form of SARs Award Agreement
10.3      Form of Indemnification Agreement with the directors of Acorn International, Inc.
10.4      Form of Employment Agreement of Acorn International, Inc. and Employment Agreement of James Yujun Hu
10.5      Investors’ Rights Agreement among Acorn International, Inc., SB Asia Investment Fund II L.P. and the several ordinary shareholders therein as of March 31, 2006
10.6      Asset Purchase Agreement between Acorn Information Technology (Shanghai) Co., Ltd. and Tianjin BABAKA Technology Development Co., Ltd. dated June 1, 2005
10.7      Equity Transfer Agreement between Shanghai Acorn HJX Digital Technology Co., Ltd. and Acorn Information Technology (Shanghai) Co., Ltd. dated June 30, 2005
10.8      Equity Transfer Agreement between Shanghai Acorn HJX Digital Technology Co., Ltd. and Acorn International Electronic Technology (Shanghai) Co., Ltd. dated June 30, 2005
10.9      Patent Application Right Transfer Agreement between Acorn Information Technology (Shanghai) Co., Ltd. and Tianjin BABAKA Technology Development Co., Ltd. dated August 1, 2005
10.10      Joint Venture Contract between Acorn Information Technology (Shanghai) Co., Ltd. and Shanghai Yimeng Digital Technology Co., Ltd. dated December 9, 2005
10.11      2005 Service Fee Pricing Agreement under the Exclusive Technical Service Agreement between Acorn Information Technology (Shanghai) Co., Ltd. and Shanghai Acorn Network Technology Development Co., Ltd. dated December 31, 2005
10.12      2005 Service Fee Pricing Agreement under the Exclusive Technical Service Agreement between Acorn Information Technology (Shanghai) Co., Ltd. and Beijing Acorn Trade Co., Ltd. dated December 31, 2005
10.13      2005 Service Fee Pricing Agreement under the Exclusive Technical Service Agreement between Acorn Information Technology (Shanghai) Co., Ltd. and Shanghai Acorn Advertising Broadcasting Co., Ltd. dated December 31, 2005

 

II-3

Exhibit
Number
  

Description

10.14      Joint Venture Contract between China DRTV, Inc. and Shanghai Jia Guan Hang Automobile Maintenance Products Co., Ltd. dated February 28, 2006
10.15      Loan Agreement by and among Acorn Information Technology (Shanghai) Co., Ltd., Don Dongjie Yang and David Chenghong He dated March 20, 2006
10.16      Form of Operation and Management by and among Acorn Information Technology (Shanghai) Co., Ltd., Shanghai Acorn Advertising Broadcasting Co. Ltd./Beijing Acorn Trade Co., Ltd./Shanghai Acorn Network Development Technology Co., Ltd., Don Dongjie Yang and David Chenghong He
10.17      Form of Equity Pledge Agreement among Acorn Information Technology (Shanghai) Co., Ltd., Don Dongjie Yang and David Chenghong He
10.18      Form of Exclusive Technical Service Agreement between Shanghai Acorn Advertising Broadcasting Co., Ltd./Beijing Acorn Trade Co., Ltd./Shanghai Acorn Network Development Technology Co., Ltd. and Acorn Information Technology (Shanghai) Co., Ltd.
10.19      Form of Exclusive Purchase Agreement among Acorn Information Technology (Shanghai) Co., Ltd., Don Dongjie Yang, David Chenghong He and Shanghai Acorn Advertising Broadcasting Co., Ltd. /Beijing Acorn Trade Co., Ltd./Shanghai Acorn Network Development Technology Co., Ltd.
10.20      Form of Power of Attorney issued by Don Dongjie Yang and David Chenghong He in favor of designees of Acorn Information Technology (Shanghai) Co., Ltd.
10.21      Agreement among Don Dongjie Yang, David Chenghong He, Acorn Information Technology (Shanghai) Co., Ltd. and Acorn International Electronic Technology (Shanghai) Co., Ltd. dated March 20, 2006
10.22      Agreement among Don Dongjie Yang, David Chenghong He, Acorn Information Technology (Shanghai) Co., Ltd. and Shanghai HJX Digital Technology Co., Ltd. dated March 20, 2006
10.23      Agreement between China Express Mail Service Corporation and Shanghai Acorn Network Technology Development Co., Ltd. dated March 24, 2006
10.24      Joint Venture Contract between China DRTV, Inc. and Zhuhai Sunrana Cosmetics Products Co., Ltd. dated May 10, 2006
10.25      Voting Agreement among James Yujun Hu, The 2004 Trust for Robert W. Roche’s Descendants and Acorn Composite Corporation dated July 6, 2006
10.26    Voting Agreement between SB Asia Investment Fund II L.P. and James Yujun Hu dated March 30, 2007
10.27*    Strategic Cooperation Agreement dated January 24, 2007 between Unicom Huasheng Telecommunication Technology Co., Ltd. and Shanghai Acorn Advertising Broadcasting Co., Ltd. and the Supplementary Agreement dated March 12, 2007
10.28    Subscription Agreement dated April 17, 2007 by and among Acorn International, Inc., Alibaba.com Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc.
21.1      List of subsidiaries
23.1     

Consent of Deloitte Touche Tohmatsu CPA Ltd.

23.2     

Consent of Conyers, Dill & Pearman (included in Exhibit 5.1)

23.3     

Consent of O’Melveny & Myers LLP (included in Exhibit 8.1)

23.5     

Consent of American Appraisal

23.7     

Consent of Euromonitor International (Asia) Pte Ltd.

23.8     

Consent of Denny Lee to be named as director nominee

23.9     

Consent of Shujun Li to be named as director nominee

 

II-4

Exhibit
Number
  

Description

23.10   

Consent of Ying Wu to be named as director nominee

23.11   

Consent of Joe Zhixiong Zhou to be named as a director nominee

24.1     

Powers of Attorney (included in signature pages in Part II of this Registration Statement)

99.1   

Code of Business Conduct and Ethics of Acorn International, Inc.

*   Confidential treatment has been requested with respect to certain portions of this exhibit. A complete copy of the agreement, including the redacted portions, has been filed separately with the Commission.

 

(1)   Incorporated by reference to the Registration Statement on Form F-6 (File No. 333-142177), which was filed with the Securities and Exchange Commission with respect to American depositary shares representing ordinary shares.

 

(b)   Financial statement schedules

 

All schedules are omitted because they are not required, are not applicable or the information is included in the financial statements or notes thereto.

 

ITEM 9. UNDERTAKINGS

 

(a)   The undersigned registrant hereby undertakes that:

 

  (1)   For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

  (2)   For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(b)   The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

 

(c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

II-5

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this amendment no. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, People’s Republic of China, on April 27, 2007.

 

ACORN INTERNATIONAL, INC.

By:

 

/s/ James Yujun Hu

Name:   James Yujun Hu
Title:  

Chairman of the board, chief executive officer

(principal executive officer)

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment no. 4 to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2007.

 

Signature

  

Capacity

/s/    James Yujun Hu        

James Yujun Hu

  

Chairman of the board, chief executive officer

(principal executive officer)

/s/    Don Dongjie Yang        

Don Dongjie Yang

   Director, president

/s/    Guoying Du        

Guoying Du

   Director, vice president

/s/    Robert W. Roche        

Robert W. Roche

   Director

/s/    Andrew Y. Yan        

Andrew Y. Yan

   Director

/s/    Gordon Xiaogang Wang        

Gordon Xiaogang Wang

   Vice president, chief financial officer

 

II-6

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Acorn International, Inc., has signed this registration statement or amendment thereto in Newark, Delaware, on April 27, 2007.

 

PUGLISI & ASSOCIATES

By:

 

/s/    D ONALD J. P UGLISI        

Name:   Donald J. Puglisi
Title:   Managing Director

 

II-7

ACORN INTERNATIONAL, INC.

 

EXHIBITS INDEX

 

Exhibit
Number
  

Description

  1.1      Form of Underwriting Agreement
  3.1      Memorandum and Articles of Association of Acorn International, Inc.
  3.2      Amended and Restated Memorandum and Articles of Association of Acorn International, Inc.
  4.1      Specimen American Depositary Receipt (included in Exhibit 4.3)
  4.2      Specimen Certificate for Ordinary Shares
  4.3   (1)    Form of Deposit Agreement among Acorn International, Inc., Citibank, N.A., and holders and beneficial owners of American Depositary Shares issued thereunder
  5.1      Opinion of Conyers, Dill & Pearman, Cayman Islands special counsel to the registrant, regarding the validity of the ordinary shares being registered
  5.2   (1)    Opinion of Patterson, Belknap, Webb & Tyler LLP, counsel to the depositary, regarding the validity of the American Depositary Shares and American Depositary Receipts
  8.1      Form of opinion of O’Melveny & Myers LLP regarding certain U.S. tax matters
  8.2      Opinion of Conyers, Dill & Pearman regarding certain Cayman Islands tax matters
10.1      2006 Equity Incentive Plan
10.2      Forms of option grant agreements and form of SARs Award Agreement
10.3      Form of Indemnification Agreement with the directors of Acorn International, Inc.
10.4      Form of Employment Agreement of Acorn International, Inc. and Employment Agreement of James Yujun Hu
10.5      Investors’ Rights Agreement among Acorn International, Inc., SB Asia Investment Fund II L.P., and the several ordinary shareholders therein as of March 31, 2006
10.6      Asset Purchase Agreement between Acorn Information Technology (Shanghai) Co., Ltd. and Tianjin BABAKA Technology Development Co., Ltd. dated June 1, 2005
10.7      Equity Transfer Agreement between Shanghai Acorn HJX Digital Technology Co., Ltd. and Acorn Information Technology (Shanghai) Co., Ltd. dated June 30, 2005
10.8      Equity Transfer Agreement between Shanghai Acorn HJX Digital Technology Co., Ltd. and Acorn International Electronic Technology (Shanghai) Co., Ltd. dated June 30, 2005
10.9      Patent Application Right Transfer Agreement between Acorn Information Technology (Shanghai) Co., Ltd. and Tianjin BABAKA Technology Development Co., Ltd. dated August 1, 2005
10.10      Joint Venture Contract between Acorn Information Technology (Shanghai) Co., Ltd. and Shanghai Yimeng Digital Technology Co., Ltd. dated December 9, 2005
10.11      2005 Service Fee Pricing Agreement under the Exclusive Technical Service Agreement between Acorn Information Technology (Shanghai) Co., Ltd. and Shanghai Acorn Network Technology Development Co., Ltd. dated December 31, 2005
10.12      2005 Service Fee Pricing Agreement under the Exclusive Technical Service Agreement between Acorn Information Technology (Shanghai) Co., Ltd. and Beijing Acorn Trade Co., Ltd. dated December 31, 2005
10.13      2005 Service Fee Pricing Agreement under the Exclusive Technical Service Agreement between Acorn Information Technology (Shanghai) Co., Ltd. and Shanghai Acorn Advertising Broadcasting Co., Ltd. dated December 31, 2005
10.14      Joint Venture Contract between China DRTV, Inc. and Shanghai Jia Guan Hang Automobile Maintenance Products Co., Ltd. dated February 28, 2006
10.15      Loan Agreement by and among Acorn Information Technology (Shanghai) Co., Ltd., Don Dongjie Yang and David Chenghong He dated March 20, 2006

Exhibit
Number
  

Description

10.16      Form of Operation and Management by and among Acorn Information Technology (Shanghai) Co., Ltd., Shanghai Acorn Advertising Broadcasting Co. Ltd./Beijing Acorn Trade Co., Ltd./Shanghai Acorn Network Development Technology Co., Ltd., Don Dongjie Yang and David Chenghong He
10.17      Form of Equity Pledge Agreement among Acorn Information Technology (Shanghai) Co., Ltd., Don Dongjie Yang and David Chenghong He
10.18      Form of Exclusive Technical Service Agreement between Shanghai Acorn Advertising Broadcasting Co., Ltd./Beijing Acorn Trade Co., Ltd./Shanghai Acorn Network Development Technology Co., Ltd. and Acorn Information Technology (Shanghai) Co., Ltd.
10.19      Form of Exclusive Purchase Agreement among Acorn Information Technology (Shanghai) Co., Ltd., Don Dongjie Yang, David Chenghong He and Shanghai Acorn Advertising Broadcasting Co., Ltd. /Beijing Acorn Trade Co., Ltd./Shanghai Acorn Network Development Technology Co., Ltd.
10.20      Form of Power of Attorney issued by Don Dongjie Yang and David Chenghong He in favor of designees of Acorn Information Technology (Shanghai) Co., Ltd.
10.21      Agreement among Don Dongjie Yang, David Chenghong He, Acorn Information Technology (Shanghai) Co., Ltd. and Acorn International Electronic Technology (Shanghai) Co., Ltd. dated March 20, 2006
10.22      Agreement among Don Dongjie Yang, David Chenghong He, Acorn Information Technology (Shanghai) Co., Ltd. and Shanghai HJX Digital Technology Co., Ltd. dated March 20, 2006
10.23      Agreement between China Express Mail Service Corporation and Shanghai Acorn Network Technology Development Co., Ltd. dated March 24, 2006
10.24      Joint Venture Contract between China DRTV, Inc. and Zhuhai Sunrana Cosmetics Products Co., Ltd. dated May 10, 2006
10.25      Voting Agreement among James Yujun Hu, The 2004 Trust for Robert W. Roche’s Descendants and Acorn Composite Corporation dated July 6, 2006
10.26    Voting Agreement between SB Asia Investment Fund II L.P. and James Yujun Hu dated March 30, 2007
10.27*    Strategic Cooperation Agreement dated January 24, 2007 between Unicom Huasheng Telecommunication Technology Co., Ltd. and Shanghai Acorn Advertising Broadcasting Co., Ltd. and the Supplementary Agreement dated March 12, 2007
10.28    Subscription Agreement dated April 17, 2007 by and among Acorn International, Inc., Alibaba.com Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc.
21.1      List of subsidiaries
23.1      Consent of Deloitte Touche Tohmatsu CPA Ltd.
23.2      Consent of Conyers, Dill & Pearman (included in Exhibit 5.1)
23.3      Consent of O’Melveny & Myers LLP (included in Exhibit 8.1)
23.5     

Consent of American Appraisal

23.7     

Consent of Euromonitor International (Asia) Pte Ltd.

23.8     

Consent of Denny Lee to be named as director nominee

23.9     

Consent of Shujun Li to be named as director nominee

23.10     

Consent of Ying Wu to be named as director nominee

23.11   

Consent of Joe Zhixiong Zhou to be named as director nominee

24.1   

Powers of Attorney (included in signature pages in Part II of this Registration Statement)

99.1   

Code of Business Conduct and Ethics of Acorn International, Inc.

*   Confidential treatment has been requested with respect to certain portions of this exhibit. A complete copy of the agreement, including the redacted portions, has been filed separately with the Commission.

 

(1)   Incorporated by reference to the Registration Statement on Form F-6 (File No. 333-142177), which was filed with the Securities and Exchange Commission with respect to American depositary shares representing ordinary shares.

Exhibit 4.2

Registered Certificate No.: [            ]

ACORN INTERNATIONAL, INC.

(Incorporated under the laws of the Cayman Islands)

SHARE CERTIFICATE

PRINCIPAL REGISTER: THE CAYMAN ISLANDS

THIS IS TO CERTIFY THAT THE UNDER-MENTIONED PERSON(S) IS/ARE THE REGISTERED HOLDER(S) OF FULLY PAID AND NONASSESSABLE ORDINARY SHARES, WITH PAR VALUE OF US$0.01 PER SHARE AS DETAILED BELOW IN THE CAPITAL OF THIS COMPANY, SUBJECT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY.

 

  Name and      
  Address of Shareholder      
    NUMBER OF SHARES:   -   -

GIVEN UNDER THE SECURITIES SEAL OF THE COMPANY ON [            Date            ]

 

 

For and on behalf of

Butterfield Fund Services (Cayman) Limited

 

 

 
    As the Share Registrar for Acorn International, Inc.

No transfer of any of the Shares comprised in this Certificate will be recognised without the production of this Certificate.

Exhibit 5.1

27 April, 2007

 

 

Acorn International, Inc.

12/F, Xinyin Building

888 Yishin Road

Shanghai 200233

People’s Republic of China

  

DIRECT LINE:

E-MAIL:

OUR REF:

YOUR REF:

  

(852) 2842 9556

Christopher.bickley@conyersdillandpearman.com

CWHB/kl/236941(M#870623)

 

Dear Sirs

 

Acorn International, Inc. (the “Company”)

 

We have acted as special legal counsel in the Cayman Islands to the Company in connection with a registration statement on form F-1 (Registration No. 333-141860) initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on 3 April, 2007, and as subsequently amended (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of an aggregate of ordinary shares, par value US$0.01 each (the “Ordinary Shares”).

 

For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed the memorandum of association and the articles of association of the Company, each conditionally adopted by the shareholders of the Company on 6 July, 2006, copies of resolutions of the members of the Company passed on 6 July, 2006 and unanimous written resolutions of the board of directors of the Company dated 15 June, 2006 and 27 September, 2006 (together, the “Minutes”) and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) that the resolutions contained in the Minutes were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein, (f) that upon issue of any shares to be sold by the Company the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof.

Acorn International, Inc.

27 April, 2007

 

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for the purposes of the filing of the Registration Statement and the offering of the Ordinary Shares by the Company and is not to be relied upon in respect of any other matter.

 

On the basis of and subject to the foregoing, we are of the opinion that:

 

1.   The Company is duly incorporated and existing under the laws of the Cayman Islands in good standing (meaning solely that it has not failed to make any filing with any Cayman Islands government authority or to pay any Cayman Islands government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of the Cayman Islands).

 

2.   When issued and paid for as contemplated by the Registration Statement, the Ordinary Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Enforceability of Civil Liabilities” and “Taxation” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

Yours faithfully

 

 

/s/  CONYERS DILL & PEARMAN

CONYERS DILL & PEARMAN

 

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Exhibit 8.1

 

[O’MELVENY & MYERS LLP LETTERHEAD]

 

 

                                    , 2007

 

FORM OF U.S. TAX OPINION

 

Acorn International, Inc.

12F, Xinyin Building, 888 Yishan Road

Shanghai 200233

People’s Republic of China

 

  Re:   American Depositary Shares (the “ADSs”), representing 26,565,000 Ordinary Shares of Acorn International, Inc. (the “Company”)

 

Ladies and Gentlemen:

 

We have acted as counsel to the Company, a Cayman Islands company, in connection with the initial filing of a Registration Statement on Form F-1 (the “F-1 Registration Statement”) with the Securities and Exchange Commission on April 3, 2007 and subsequent amendments thereto (Registration No. 333-141860), for registration under the Securities Act of 1933, as amended, of 26,565,000 ADSs in an initial public offering. You have requested our opinion concerning statements in the “Taxation—United States Federal Income Taxation” section of the F-1 Registration Statement.

 

In our capacity as counsel to the Company, we have examined originals or copies of those corporate and other documents we considered appropriate, including the F-1 Registration Statement and the forms of agreements attached as exhibits thereto and such other records, documents, certificates or other instruments as in our judgment were necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies. We have also assumed that the transactions described in the F-1 Registration Statement and the forms of agreements attached as exhibits thereto will be performed in the manner described therein. We have further relied on representations provided by the Company to us regarding the nature and structure of the Company’s multi-platform marketing business. We have not made an independent investigation of documents submitted or facts represented to us.

 

On the basis of the foregoing and our consideration of those questions of law we considered relevant, and subject to the limitations, qualifications, and assumptions set forth in this opinion, we confirm that the discussion in the “Taxation—United States Federal Income Taxation” section of the F-1 Registration Statement is an accurate summary of the material U.S. federal income tax consequences of the acquisition, ownership and disposition of the ADSs under currently applicable law and, to the extent that it constitutes matters of federal income tax law or legal conclusions relating to the federal income tax laws of the United States and subject to the qualifications therein, represents our opinion.

 

 

Our opinion is based on the existing provisions of the U.S. Internal Revenue Code of 1986, as amended and regulations thereunder (both final and proposed) and other applicable authorities in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. We express no opinion with respect to other federal laws, the laws of any state, the laws of any foreign country or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state. No opinion is expressed as to any matter not discussed herein. Our opinion is rendered to the Company as of the date of this letter and we undertake no obligation to update it subsequent to the date of this letter. Any changes or differences in the facts from those disclosed in the F-1 Registration Statement will affect our opinion.

 

The above opinion is provided to the Company for the Company’s use in connection with the transactions that are the subject of the “Taxation—United States Federal Income Taxation” section of the F-1 Registration Statement.

 

We consent to the Company’s use of this opinion as an Exhibit to the F-1 Registration Statement and to the Company’s reference to our name in the “Taxation—United States Federal Income Taxation” section of the F-1 Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

 

 

Respectfully submitted,

 

Exhibit 8.2

 

27 April, 2007

 

Acorn International, Inc.

12/F, Xinyin Building

888 Yishin Road

Shanghai 200233

People’s Republic of China

 

DIRECT LINE:

E-MAIL:

OUR REF:

YOUR REF:

   (852) 2842 9556
Christopher.bickley@conyersdillandpearman.com
CWHB/kl/236942 (M#870623)

 

Dear Sirs

 

Acorn International, Inc. (the “Company”)

 

We have acted as special legal counsel in the Cayman Islands to the Company in connection with a registration statement on form F-1 (Registration No. 333-141860) initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on 3 April, 2007, and as subsequently amended (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of ordinary shares, par value US$0.01 each (the “Ordinary Shares”).

 

For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed the memorandum of association and the articles of association of the Company, each conditionally adopted by the shareholders of the Company on 6 July, 2006, copies of written resolutions of the members of the Company passed on 6 July, 2006 and unanimous written resolutions of the board of directors of the Company passed on 15 June, 2006 and 27 September, 2006 (together, the “Minutes”) and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) that the resolutions contained in the Minutes were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein.

Acorn International, Inc.

27 April, 2007

 

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for the purpose of the filing of the Registration Statement and the offering of the Ordinary Shares by the Company and is not to be relied upon in respect of any other matter.

 

On the basis of and subject to the foregoing, we are of the opinion that the statements under the caption “Taxation” in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption “Enforceability of Civil Liabilities” and “Taxation” in the prospectus forming part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

Yours faithfully

 

 

/s/ CONYERS DILL & PEARMAN

CONYERS DILL & PEARMAN

 

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