[FORM 20-F (Mark One) o OR x OR o OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . For the transition period from to Youku Tudou Inc. N/A Cayman Islands (Jurisdiction of incorporation or organization) 11/F, SinoSteel Plaza 8 Haidian] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this “ by and among the following parties: (1) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. PARTY A: Legal Address: Section A and C, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (2) 1VERGE INFORMATION TECHNOLOGY (BEIJING) CO., LTD. PARTY B: Legal Address:] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ (1) PLEDGEE: 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. Registered Address: Sections A and C, 5/F, SinoSteel Plaza, No. 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo and (2) PLEDGOR: Qin Qiong ID Card No: 310108197109214485 Address: Room 702, No 2, Lane 1220,] [POWER OF ATTORNEY PRC I, Qin Qiong, citizen of the People’s Republic of China (the “ Authorizee POA” “ Beijing 1Verge InfoTech Operations Agreement 1Verge Information Technology (Beijing) Co., Ltd.. (“ I hereby authorize and designate the Authorizee to vote on my behalf at the shareholders’ meetings of Beijing 1Verge InfoTech and exercise the full voting rights as its shareholder] [EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT Agreement PRC This Exclusive Technical and Consulting Services Agreement (this “ (1) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., PARTY A: LTD Legal Address: Section A and C, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (2) 1VERGE INFORMATION TECHNOLOGY (BEIJING) CO., LTD. PARTY B: Legal Address:] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) YOUKU TUDOU INC. (“YOUKU Cayman”) (2) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. 1Verge Internet (“ (3) Qin Qiong Grantor , a PRC citizen whose PRC identification number is 310108197109214485, and whose residential address is Room 702, No 2, Lane 1220, Jiangning Road, Putuo District, Shanghai, China (“ (4)] [LOAN AGREEMENT Agreement PRC This Loan Agreement (this “ November 21, 2012 by and among the following parties : (1) PARTY A: 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. (“Lender”) Legal Address: Section A and C, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo and (2) Qin Qiong Borrower (“ ID Card] [Supplementary Agreement among 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD and Qin Qiong and Liu Dele November 21, 2012 Supplementary Agreement THIS 2012 in Beijing PRC Agreement , People’s Republic of China ( among (1) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. (Party A) Registered Address: Section D, 5/F, Sinosteel Plaza, No. 8 Haidian Street, Haidian District, Beijing, PRC; Legal Representative: Victor] [Assignment Agreement Assignment Agreement Agreement This , 2012 in Beijing, PRC. by and among (1) Qin Qiong , a PRC citizen, holder of identification card number 310108197109214485 , whose address is Room 702, No 2, Lane 1220, Jiangning Road, Putuo District, Shanghai , China Party A ( and (2) Liu Dele , a PRC citizen, holder of identification card number] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this “ by and among the following parties: (1) PARTY A: 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. Legal Address: Section D, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (2) PARTY B: ZHEJIANG DONGYANG TIANSHI MEDIA LIMITED. Legal Address: C3-015-A, Hengdian Television] [POWER OF ATTORNEY PRC I, LU Wen, a citizen of the People’s Republic of China (the “ Authorizee “ to the extent permitted by the PRC Law, as my sole attorney to singly exercise, in the manner as approved by Youku Tudou Inc., Dongyang Tianshi 1Verge Information , Operations Agreement I confirm and acknowledge that I authori zed and designated] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) Youku Tudou Inc, (Youku Cayman) a Cayman Islands exempted company (2) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. 1Verge Internet (“ Legal Address: Section D, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (3) LU WEN , a PRC citizen] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this “ by and among the following parties: (1) PARTY A: RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD Legal Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High technology Zone, Shanghai, PRC. Legal Representative: YU Bin (2) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD PARTY] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ (1) PLEDGEE: RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD Registered Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC. Legal Representative: Yu Bin and (2) PLEDGOR: Yu Zhou ID Card No: 370203197209032018 Address: Room B-304, No.6 Pikuhutong, Xicheng District, Beijing,] [POWER OF ATTORNEY PRC I, Yu Zhou, citizen of the People’s Republic of China (the “ any individual WFOE appointed, in writing, by Reshuffle Technology (Shanghai) Co., Ltd. ( Authorizee (“ , in the manner as approved by Youku Tudou Inc., POA” the following powers and rights during the term of this Power of Attorney (“ Shanghai Quan Toodou Operations] [EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT Agreement PRC This Exclusive Technical and Consulting Services Agreement (this “ (1) PARTY A: RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD Legal Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC. Legal Representative: Yu Bin (2) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD PARTY B:] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) YOUKU TUDOU INC. (“YOUKU Cayman”) (2) RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD. WFOE (“ (3) Yu Zhou Grantor , a PRC citizen whose PRC identification number is 370203197209032018, and whose residential address is Room B-304, No.6 Pikuhutong, Xicheng District, Beijing, China (“ (4) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND] [LOAN AGREEMENT Agreement PRC This Loan Agreement (this “ January 28, 2013 by and among the following parties : (1) RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD PARTY A: (“Lender”) Legal Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC Legal Representative: Wang Wei and (2) Yu Zhou Borrower (“ ID Card No:] [Zhou Yu and Ye Yuan and Reshuffle Technology (Shanghai) Co., Ltd. Equity Interest Pledge Agreement in respect of Beijing Tixian Digital Technology Co., Ltd. February 15, 2012 EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC THIS EQUITY INTEREST PLEDGE AGREEMENT (hereinafter, this “ (1) Zhou Yu Identity Card No.: 370203197209032018 (2) Ye Yuan Identity Card No.: 210102197303121811 Pledgors (Zhou Yu and Ye] [Reshuffle Technology (Shanghai) Co., Ltd. and Beijing Tixian Digital Technology Co., Ltd. and Zhou Yu and Ye Yuan Proxy Agreement in respect of Beijing Tixian Digital Technology Co., Ltd. February 15, 2012 PROXY AGREEMENT this Agreement PRC THIS PROXY AGREEMENT (“ (1) Reshuffle Technology (Shanghai) Co., Ltd. (the “WFOE”) Registered Address: Room 22301-1007, Building 14, Pudong Software Park, No.498 Guoshoujing] [Between Beijing Tixian Digital Technology Co., Ltd. and Reshuffle Technology (Shanghai) Co., Ltd. EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT Dated February 15, 2012 EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT “this Agreement” “PRC” THIS EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT ( (1) Beijing Tixian Digital Technology Co., Ltd. Party A , a limited liability company duly organized and validly existing under] [Zhou Yu and Ye Yuan and Beijing Tixian Digital Technology Co., Ltd. and Reshuffle Technology (Shanghai) Co., Ltd. Equity Option Agreement in respect of Beijing Tixian Digital Technology Co., Ltd. February 15, 2012 EQUITY OPTION AGREEMENT this Agreement PRC THIS EQUITY OPTION AGREEMENT (“ (1) Zhou Yu Identity Card No.: 370203197209032018 (2) Ye Yuan Identity Card No.: 210102197303121811 Existing Shareholders] [Zhou Yu and Ye Yuan and Reshuffle Technology (Shanghai) Co., Ltd. Loan Agreement December 1, 2011 LOAN AGREEMENT “this Agreement” THIS LOAN AGREEMENT (hereinafter, 1. Zhou Yu , a PRC citizen (identity card number: 370203197209032018) 2. Ye Yuan , a PRC citizen (identity card number: 210102197303121811) Borrowers (Zhou Yu and Ye Yuan are hereinafter collectively referred to as the “] [Youku Tudou Inc. List of Significant Consolidated Entities Significant Subsidiaries 1Verge Internet Technology (Beijing) Co., Ltd., a PRC company Jet Brilliant Limited, a Hong Kong company Beiijng Jet Brilliant Advertising Co., Ltd., a PRC company Youku Video (Xi’an) Media Technology Co., Ltd., a PRC company Trade Lead Investments Ltd., a British Virgin Islands company Tudou Holdings Limited, a Cayman Islands] [Certification by the Chief Executive Officer I, Victor Wing Cheung Koo, certify that: 1. I have reviewed this annual report on Form 20-F of Youku Tudou Inc. (the “Company”); 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] [Certification by the Chief Financial Officer I, Michael Ge Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Youku Tudou Inc. (the “Company”); 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] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 26, 2013 Victor Wing Cheung Koo Chief Executive Officer EX-13.1 27 a13-8872_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 26, 2013 Michael Ge Xu Chief Financial Officer EX-13.2 28 a13-8872_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Beijing, People’s Republic of China April 26, 2013 EX-15.1 29 a13-8872_1ex15d1.htm EX-15.1] [25 April 2013 Youku Tudou Inc. 8 Haidian Street, Haidian District Beijing 100080 Ladies and Gentlemen, Yours faithfully, TransAsia Lawyers TransAsia Lawyers EX-15.2 30 a13-8872_1ex15d2.htm EX-15.2]