[CALCULATION OF REGISTRATION FEE Title of each class of securities to be (2) Amount to be (3) Proposed maximum (3) Proposed Amount of (4) registration fee (1) Class A Ordinary Shares, par value US$0.00001 per share 248,400,000 US$2.7314 $ $78,772 (1) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a] [Youku.com Inc. 12,000,000 American Depositary Shares Representing 216,000,000 Class A Ordinary Shares (par value $0.00001 per share) Underwriting Agreement May Goldman Sachs (Asia) L.L.C. As representative of the several Underwriters named in Schedule I hereto (the “Representative”) 68 th Floor, Cheung Kong Center 2 Queen’s Road Central, Hong Kong Ladies and Gentlemen: Schedule I Schedule II Youku.com Inc., an exempted] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated May 5, 2011, in Amendment No. 3 to the Registration Statement (Form F-1 No. 333-173963) and related Prospectus of Youku.com Inc. dated May 18, 2011. Beijing, People’s Republic of China May 13, 2011]