[] [Consent of Independent Registered Public Accounting Firm Beijing, People’s Republic of China July 6, 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 July 6, 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”) AND THE CLASS MEETINGS (AS DEFINED BELOW) TO BE HELD AT THE 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 and the] [Time Sensitive Depositary’s Notice of Shareholders’ Meeting of Youku Inc. and Class A Ordinary Shareholders Meeting ADSs: American Depositary Shares. ADS CUSIP No.: 98742U100. , 2012. Meeting Specifics: Annual General Meeting 2012 at a.m. (local time) at (the “Meeting”) and class meeting of holders of the Shares (the “Class Meeting”). Meeting Agenda: Please refer to the Company’s Notice of Annual] [Annual General Meeting Class A Ordinary Shareholders Meeting The Voting Instructions Card must be signed, completed and received at the indicated address prior to 10:00 A.M. (New York City time) on, 2012 (the “ADS Voting Instructions Deadline”) for action to be taken. 2012 VOTING INSTRUCTIONS CARD AMERICAN DEPOSITARY SHARES Youku Inc. (the “Company”) ADS CUSIP No.: 98742U100. , 2012. Meeting]