Exhibit 99.2
ACORN INTERNATIONAL, INC.
PROXY STATEMENT
General
Our Board of Directors (the “Board”)
is soliciting proxies for the annual general meeting of shareholders to be held on November 15, 2017 at 10:00 a.m., local time,
or at any adjournment or postponement thereof. The annual general meeting will be held at the offices of Sheppard Mullin Richter
& Hampton LLP, 26/F, Wheelock Square, 1717 Nanjing Road West, Shanghai 200040, the People’s Republic of China.
Revocability of Proxies
Any proxy given pursuant to this solicitation
may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or a duly executed
proxy bearing a later date or, if you hold ordinary shares, by attending the meeting and voting in person. A written notice of
revocation must be delivered to the attention of Acorn International, Inc. (the “Company”), if you hold our ordinary
shares, or to Citibank N.A., if you hold American Depositary Receipts (“ADRs”) evidencing American Depositary Shares
(“ADSs”) representing our ordinary shares.
Record Date, Share Ownership, and Quorum
Shareholders of record at the close of
business on October 10, 2017 (the “Record Date”) are entitled to vote at the annual general meeting. Our ordinary shares
underlying ADSs are included for purposes of this determination. As of the Record Date, 71,891,622 shares of our ordinary shares,
par value US$0.01 per share, were issued and outstanding, approximately 47,914,581 of which were represented by ADSs. Two (2) shareholders
entitled to vote and present in person or by proxy that represent not less than one-third of our issued and outstanding voting
power represented by the issued and paid up shares in our company shall form a quorum for all purposes.
Voting and Solicitation
Holders of ordinary shares outstanding
on our register of members as of the record date are entitled to one vote for each ordinary share held. At the annual general meeting
every ordinary shareholder present in person or by proxy or, in the case of an ordinary shareholder being a corporation, by its
duly authorized representative, may vote for the ordinary shares held by such ordinary shareholder. Each proposal put to the vote
at the meeting shall be decided on a poll. The result of the poll shall be deemed to be the resolution of each matter put to a
vote.
The costs of soliciting proxies will be
borne by us. Proxies may be solicited by certain of our Directors, officers and regular employees, without additional compensation,
in person or by telephone or electronic mail. Copies of solicitation materials will be furnished to banks, brokerage house, fiduciaries,
and custodians holding in their names our ordinary shares or ADSs beneficially owned by others to forward to those beneficial owners.
上
海
| ● | 地址: 上海市田林路487号20号楼19层 |
| ● | 邮编: 200233 |
| ● | 电话: 021-51518888 |
| ● | 传真: 021-51518883 |
--
Page 1 of 6 --
Voting by Holders of Ordinary Shares
When proxies are properly dated, executed,
and returned by holders of ordinary shares, the ordinary shares they represent will be voted at the annual general meeting in accordance
with the instructions of the shareholder. If no specific instructions are given by such holders, or in the case of broker’s
non-votes, the ordinary shares will not be counted towards a quorum or for any purpose in determining whether the proposal is approved.
Abstentions by holders of ordinary shares are included in the determination of the number of ordinary shares present and voting
but are not counted as votes for or against a proposal.
Voting by Holders of American Depositary Shares
Citibank, N.A., as depositary of the ADSs,
has advised us that it intends to mail to all holders of ADSs this proxy statement, the accompanying notice of annual general meeting
and an ADR Voting Instruction Card. Upon the written request of a holder of record of ADSs, Citibank, N.A. will endeavor, in so
far as practicable, to vote or cause to be voted the amount of ordinary shares or other deposited securities represented by such
ADSs, evidenced by ADRs related to those ADSs, in accordance with the instructions set forth in such request. Citibank, N.A. has
advised us that it will not vote or attempt to exercise the right to vote ordinary shares other than in accordance with instructions
received from the ADS holders of record. As the holder of record for all the ordinary shares represented by the ADSs, only Citibank,
N.A. may vote those ordinary shares at the annual general meeting.
Citibank, N.A. and its agents have advised
us that they are not responsible if they fail to carry out your voting instructions or for the manner in which they carry out
your voting instructions. This means that if the ordinary shares underlying your ADSs are not able to be voted at the annual general
meeting, you may have no recourse.
If Citibank, N.A. does not receive instructions
from an ADS holder as of the record date on or before the date established by Citibank, N.A. for such purpose, such holder shall
be deemed, and Citibank, N.A. shall deem such holder, to have instructed Citibank, N.A. to give a discretionary proxy to a person
designated by the Company to vote the deposited securities; provided, however, that no such discretionary proxy shall be given
by Citibank, N.A. with respect to any matter to be voted upon as to which the Company informs Citibank, N.A. that (i) the Company
does not wish such proxy to be given, (ii) substantial opposition exists, or (iii) the rights of holders of deposited securities
may be adversely affected. The Company has informed Citibank, N.A. that any discretionary proxy they receive from Citibank, N.A.
will be voted in accordance with the Board recommendations. In addition, if Citibank, N.A. timely receives voting instructions
from an ADS holder which fails to specify the manner in which Citibank, N.A. is to vote the deposited securities represented by
such holder’s ADSs, Citibank, N.A. will deem such holder (unless otherwise specified in the notice distributed to holders)
to have instructed Citibank, N.A. to vote in favor of the items set forth in such voting instructions.
上
海
| ● | 地址: 上海市田林路487号20号楼19层 |
| ● | 邮编: 200233 |
| ● | 电话: 021-51518888 |
| ● | 传真: 021-51518883 |
--
Page 2 of 6 --
PROPOSALS 1-5
RE-ELECTION OF DIRECTORS
According to Article 87 of our Amended
and Restated Articles of Association (the “Articles”), at each annual general meeting, all of the Directors for the
time being shall retire from office, retaining office until the close of such meeting and shall be eligible for re-election by
ordinary resolution. If, for any cause, the requisite number of Directors required in accordance with these Articles is not elected
at the annual general meeting, they may be elected as soon thereafter as convenient at an extraordinary general meeting of the
Members called for that purpose in the manner provided in these Articles. Based on the above rules, all the existing Directors
of the Board shall retire from office by rotation and be eligible for re-election at the 2017 annual general meeting.
We now hereby nominate Mr. Robert W. Roche,
Mr. David Leung, Mr. Pierre E. Cohade, Ms. Jenny Hseau-Jean Wang and Mr. Eric Haibing Wu as the Directors for re-election at the
2017 annual general meeting.
Ordinary shares represented by executed
proxies will be voted, if authority to do so is not withheld, for the election of the nominee named below. The Board has no reason
to believe that the nominees named below will be unable or unwilling to serve as a Director if re-elected. In the event that the
nominees should be unavailable for re-election as a result of an unexpected occurrence, such ordinary shares will be voted for
the election of such substitute nominees as management may propose.
The name of the nominee, his or her age,
the principal position currently held by him or her and his or her biography are as follows:
| Name | |
Age | |
Position |
| Robert W. Roche | |
54 | |
Director |
| David Leung | |
55 | |
Director |
| Pierre E. Cohade | |
56 | |
Lead Director |
| Jenny Hseau-Jean Wang | |
62 | |
Director |
| Eric Haibing Wu | |
45 | |
Director |
Mr. Robert W. Roche is a co-founder
of the Company, the executive chairman of our board of directors, and our Chief Executive Officer. He also serves as the chairman
of Oak Lawn Marketing, a company incorporated in Japan. In addition, Mr. Roche conducts numerous business operations throughout
Asia and the United States. President Obama named Mr. Roche to the United States Trade Representative’s (USTR) Advisory Committee
for Trade Policy and Negotiations. He is also a member of the Advisory Council for the non-profit 100,000 Strong Foundation. Mr.
Roche’s other civic contributions include serving as prior Chairman of the Board of Governors of the American Chamber of
Commerce in Shanghai, member of the American Chamber of Commerce Japan Board of Governors, and a Board Member at the USA Pavilion,
Expo 2010 Shanghai. In addition to funding his own foundation, Mr. Roche’s philanthropic work includes endowing a chair at
Nanzan University in Nagoya, Japan, and establishing a Masters of Laws (LLM) in International Business Transactions program at
the University of Denver, Sturm College of Law. Mr. Roche received his bachelor’s degree in Economics and Japanese Studies
from Illinois State University in 1985 and a J.D. degree from the University of Denver in 1988.
上
海
| ● | 地址: 上海市田林路487号20号楼19层 |
| ● | 邮编: 200233 |
| ● | 电话: 021-51518888 |
| ● | 传真: 021-51518883 |
--
Page 3 of 6 --
Mr. David Leung is an independent director
of our company. Mr. Leung currently serves as the Senior Director of Finance & Administration at Duke Kunshan University.
Prior to joining Duke Kunshan University, Mr. Leung served as Chief Financial and Business Officer at the Shanghai American School
and from 2007 to 2013. From 2004 to 2006, Mr. Leung served as Vice President at the Tasly Group Co. helping it manage its portfolio
of investments in the pharmaceutical industry. Mr. Leung was with Motorola Hangzhou from 1997 to 2004, where he served as General
Manager since 2002 and as Chief Financial Officer since 1997 with the responsibility over the mobile device business. From 1994
to 1996, Mr. Leung served as the Chief Financial Officer of AT&T Qingdao, and before that, Mr. Leung worked for AT&T in
finance, network planning, market planning, and new business development roles. Mr. Leung received his bachelor’s degrees
in applied mathematics and in political economy from the University of California in Berkeley, his master’s degree in accounting
and financial management from the Keller Graduate School of Management and his master of business administration from Rutgers
University. Mr. Leung is a certified public accountant and a certified School Business Administrator in the U.S.
Mr. Pierre E. Cohade, until recently,
was the CEO of Triangle Tyre, China’s largest private tire manufacturer. Between 2004 and 2011, Cohade was the president
of Goodyear Asia Pacific. Cohade has also served as Senior Advisor to ChinaVest, Wells Fargo’s Investment Bank affiliate
in China, as well as the Center for Creative Leadership. In 2003, Group Danone chose Cohade to run its global Walter and Beverage
division, based in Paris, France. Cohade started to work for Eastman Kodak in the USA as a financial analyst in 1985 and subsequently
held business management and executive positions in Brazil, Mexico, the United States, Singapore and Switzerland. He was named
General Manager of Kodak Worldwide Consumer Films in 1996 and assumed leadership of the Asia Pacific region for Kodak’s
Consumer business in 1999. Mr. Pierre E. Cohade was named Chairman of Kodak’s Europe, Africa, Middle East and Russia Region
in 2001. Cohade is a native of Barcelonnette, France, and he received a degree in business management from the SKEMA business
school in Sophia-Antipolis, France, in 1984 and an MBA from the Penn State University in 1985. He resides in Shanghai with his
wife Sonoko and their daughter Sophia-Lena, and his grown up children, Arnaud and Alexia, reside in New York.
Ms. Jenny Hseau-Jean Wang has over
30 years of experience in executive management, finance and business strategy for the Asia Pacific operations of several high-profile
multinational organizations. From 2012 to 2013, Ms. Wang served as Senior Vice President for TE Connectivity (formerly Tyco Electronics)
where she led China operations with a focus on growth through good corporate governance and strategic positioning. From 2005 to
2012, Ms. Wang led the growth of Goodyear Tire and Rubber Company in Asia, most recently in the role of Vice President, Investment
and Business Development, Asia Pacific. From 2004 to 2005, she served as CFO and Vice President of Semiconductor Manufacturing
International Company (SMIC), one of the world’s largest semiconductor foundries. From 1993 to 2003, she served in various
executive and finance positions for Motorola’s Asia operations. Prior to that, she served as a Tax Manager at Arthur Andersen
in the U.S. Ms. Wang is currently focused on community service in youth development and family and business financial planning
in China. Ms. Wang has a Bachelor’s degree in Business from Taiwan Providence University, a Master of Science in Accounting
from the University of Houston and is a Certified Public Accountant in the US. Ms. Wang is fluent in Mandarin and English.
上
海
| ● | 地址: 上海市田林路487号20号楼19层 |
| ● | 邮编: 200233 |
| ● | 电话: 021-51518888 |
| ● | 传真: 021-51518883 |
--
Page 4 of 6 --
Mr. Eric Haibing WU has over 20 years
of experience in finance. He worked for PricewaterhouseCoopers in the United States from May 2000 to February 2006 and later worked
as a senior manager in the assurance department of PricewaterhouseCoopers Zhong Tian CPAs Limited Company from February 2006 to
October 2007. Since October 2007, he has been serving as the chief financial officer of Plateno Hotels Group (formerly known as
7 Days Group Holdings Limited). Mr. Wu graduated from Shanghai Jiao Tong University (上海交通大學)
with a bachelor’s degree in economics in July 1994 and received a master’s degree in business administration from
Michigan State University in May 2000. Mr. Wu is currently a non-executive independent director of Zhong Ao Home Group Ltd, a
company listed on Hong Kong Stock Exchange.
Each Director will be elected by an affirmative
vote of a simple majority of the votes of the holders of ordinary shares present in person or represented by proxy and voting at
the annual general meeting by way of an ordinary resolution.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR” PROPOSALS 1-5, THE RE-ELECTION OF THE NOMINEES NAMED ABOVE.
上
海
| ● | 地址: 上海市田林路487号20号楼19层 |
| ● | 邮编: 200233 |
| ● | 电话: 021-51518888 |
| ● | 传真: 021-51518883 |
--
Page 5 of 6 --
PROPOSAL 6
APPOINTMENT OF INDEPENDENT AUDITOR
Our Audit Committee recommends, and our
Board of Directors concurs that Grant Thornton CPA LLP be appointed as our independent auditor for the fiscal year ending December
31, 2017. Grant Thornton CPA LLP has served as our independent auditor since 2016.
In the event our shareholders fail to vote
in favor of the appointment, our Audit Committee will reconsider its selection. Even if the shareholders vote in favor of the appointment,
our Audit Committee in its discretion may direct the appointment of a different independent auditing firm at any time during the
year if the audit committee believes that such a change would be in the best interests of our company and shareholders.
The affirmative vote of a simple majority
of the votes of the holders of ordinary shares present in person or represented by proxy and voting at the annual general meeting
will be required to approve this proposal by way of an ordinary resolution.
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE “FOR” PROPOSAL 6, THE APPOINTMENT OF GRANT THORNTON CPA LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2017.
OTHER MATTERS
Save as disclosed above, we know of no
other matters to be submitted to the annual general meeting. If any other matters properly come before the annual general meeting,
it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors
may recommend.
| |
By Order of the Board of Directors, |
|
| |
|
|
| |
|
|
| |
|
|
| |
Robert Walter Roche
Chief Executive Officer
October 13, 2017
|
|
上
海
| ● | 地址: 上海市田林路487号20号楼19层 |
| ● | 邮编: 200233 |
| ● | 电话: 021-51518888 |
| ● | 传真: 021-51518883 |
--
Page 6 of 6 --