[July 17, 2015 VIA EDGAR Larry Spirgel, Assistant Director Re: Youku Tudou Inc. (the Company ) Form 20-F for Fiscal Year Ended December 31, 2014 (the 2014 Form 20-F ) Filed April 28, 2015 (File No. 001-34977) Dear Mr. Spirgel, Ms. Jacobson, Mr. Suehiro, Mr. Kisner and Ms. Murphy: Very truly yours, Hugh Wu Chief Financial Officer and Senior Vice]
[] [CERTIFICATION I, Shi-bin Xie, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F/A of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual 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 of the] [CERTIFICATION I, Johnson Lau, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F/A of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual 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 of the circumstances under] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: June 30, 2015 Shi-bin Xie President and Chief Executive Officer Dated: June 30, 2015 Johnson Lau Chief Financial Officer]
[] [CERTIFICATION I, Shi-bin Xie, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F/A of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual 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 of the] [CERTIFICATION I, Johnson Lau, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F/A of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual 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 of the circumstances under] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: June 30, 2015 Shi-bin Xie President and Chief Executive Officer Dated: June 30, 2015 Johnson Lau Chief Financial Officer]
[reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 subject to the liabilities of]
[FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Youku Tudou Inc. Cayman Islands Not Applicable (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing 100080 Peoples Republic of China (86-10) 5885-1881 Youku Tudou Inc. 2014 Share Incentive Plan (Full title of the plans) Law Debenture Corporate] [Our ref DLK/664173-000001/8291763v2 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com Youku Tudou Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing 100080 Peoples Republic of China 19 June 2015 Dear Sirs Youku Tudou Inc. Company Registration Statement Act Shares Plan We have been asked to render this opinion in our capacity as counsel as to Cayman Islands law to] [YOUKU TUDOU INC. ARTICLE 1 PURPOSE The purpose of the Youku Tudou Inc. 2014 Share Incentive Plan is to promote the success and enhance the value of Youku Tudou Inc., a company formed under the laws of Company ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Beijing, the Peoples Republic of China June 19, 2015 EX-23.1 4 a15-14355_1ex23d1.htm EX-23.1]
[FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Youku Tudou Inc. Cayman Islands Not Applicable (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing 100080 Peoples Republic of China (86-10) 5885-1881 Youku Tudou Inc. 2014 Share Incentive Plan (Full title of the plans) Law Debenture Corporate] [Our ref DLK/664173-000001/8291763v2 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com Youku Tudou Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing 100080 Peoples Republic of China 19 June 2015 Dear Sirs Youku Tudou Inc. Company Registration Statement Act Shares Plan We have been asked to render this opinion in our capacity as counsel as to Cayman Islands law to] [YOUKU TUDOU INC. ARTICLE 1 PURPOSE The purpose of the Youku Tudou Inc. 2014 Share Incentive Plan is to promote the success and enhance the value of Youku Tudou Inc., a company formed under the laws of Company ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Beijing, the Peoples Republic of China June 19, 2015 EX-23.1 4 a15-14355_1ex23d1.htm EX-23.1]
