[] [Consent of Independent Registered Public Accounting Firm Beijing, People’s Republic of China June 13, 2012 EX-23.1 2 a2208921zex-23_1.htm EX-23.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-4 of Youku Inc. of our report dated March 30, 2012 relating to the consolidated financial statements of Tudou Holdings Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” PricewaterhouseCoopers Zhong] [Consent of Morgan Stanley Asia Limited Securities Act MORGAN STANLEY ASIA LIMITED Hong Kong June 13, 2012 EX-99.2 4 a2208921zex-99_2.htm EX-99.2] [FORM OF PROXY CARD — SHAREHOLDERS ONLY YOUKU INC. FOR USE AT THE ANNUAL GENERAL MEETING (“AGM”) TO BE HELD ON , 2012 (OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF) THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED For use at the AGM (or at any postponement or adjournment thereof) of the holders of ordinary shares of $0.00001] [FORM OF PROXY CARD — SHAREHOLDERS ONLY TUDOU HOLDINGS LIMITED FOR USE AT THE ANNUAL GENERAL MEETING (“AGM”) TO BE HELD ON , 2012 (OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF) THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED For use at the AGM (or at any postponement or adjournment thereof) of the holders of ordinary shares of] [Depositary’s Notice to American Depositary Share Holders of Annual General Meeting of Shareholders of Tudou Holdings Limited Time Sensitive Materials ADSs: American Depositary Shares. ADS CUSIP No.: 89903T107 Close of business on , 2012 (New York City time). Meeting Specifics: Annual General Meeting of Shareholders (the “Meeting”) of Tudou Holdings Limited (the “Company”), an exempted company with limited liability organized] [EX-99.8 8 a2209890zex-99_8.htm EX-99.8]