[Registration No. 333-173963 and Registration No. 333-174357 Prospectus 12,310,000 American Depositary Shares Youku.com Inc. Representing 221,580,000 Class A Ordinary Shares Youku.com Inc, or Youku, is offering Risk Factors See 15 to read about factors you should consider before buying the ADSs. Per ADS Total Public offering price US$ 48.18 US$ 593,095,800 Underwriting discount US$ 1.6863 US$ 20,758,353 Proceeds, before]
[Registration No. 333-173963 and Registration No. 333-174357 Prospectus 12,310,000 American Depositary Shares Youku.com Inc. Representing 221,580,000 Class A Ordinary Shares Youku.com Inc, or Youku, is offering Risk Factors See 15 to read about factors you should consider before buying the ADSs. Per ADS Total Public offering price US$ 48.18 US$ 593,095,800 Underwriting discount US$ 1.6863 US$ 20,758,353 Proceeds, before]
[] [Our ref VZL\664173\4539829v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing 100080 Peoples Republic of China 20 May 2011 Dear Sirs Youku.com Inc. Company Registration Statement Commission Act Rule 462(b) Registration Statement Shares ADSs We act as Cayman Islands counsel for Youku.com Inc. (the 1 Documents Reviewed For the] [Consent of Independent Registered Public Accounting Firm Beijing, Peoples Republic of China May 20, 2011 EX-23.1 3 dex231.htm CONSENT OF ERNST & YOUNG HUA MING]
[] [Our ref VZL\664173\4539829v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing 100080 Peoples Republic of China 20 May 2011 Dear Sirs Youku.com Inc. Company Registration Statement Commission Act Rule 462(b) Registration Statement Shares ADSs We act as Cayman Islands counsel for Youku.com Inc. (the 1 Documents Reviewed For the] [Consent of Independent Registered Public Accounting Firm Beijing, Peoples Republic of China May 20, 2011 EX-23.1 3 dex231.htm CONSENT OF ERNST & YOUNG HUA MING]
[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 Queens 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, Peoples Republic of China May 13, 2011]
[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 Queens 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, Peoples Republic of China May 13, 2011]
[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] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] May 13, 2011 Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing, 100080 The Peoples Republic of China Re: American Depositary Shares of Youku.com Inc. (the Company) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of] [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. 1 to the Registration Statement (Form F-1 No. 333-173963) and related Prospectus of Youku.com Inc. dated May 13, 2011. Beijing, Peoples Republic of China May 13, 2011]
[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] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] May 13, 2011 Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing, 100080 The Peoples Republic of China Re: American Depositary Shares of Youku.com Inc. (the Company) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of] [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. 1 to the Registration Statement (Form F-1 No. 333-173963) and related Prospectus of Youku.com Inc. dated May 13, 2011. Beijing, Peoples Republic of China May 13, 2011]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (2)(3) Proposed Amount of registration fee (1) Class A Ordinary Shares, par value US$0.00001 per share $ $69,660 (1) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-170709).] [Our ref VZL\664173\4501583v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing 100080 Peoples Republic of China 5 May 2011 Dear Sirs Youku.com Inc. Company Registration Statement Commission Act Shares ADSs We act as Cayman Islands counsel for Youku.com Inc. (the 1 Documents Reviewed For the purposes of this opinion, we] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] May [ ], 2011 Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing, 100080 The Peoples Republic of China Re: American Depositary Shares of Youku.com Inc. (the Company) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies] [May 5, 2011 Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 Peoples Republic of China Ladies and Gentlemen, Re: Legal Opinion on PRC Tax Matters We are lawyers qualified in the Peoples Republic of China (the PRC, for purposes of this legal opinion, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan)] [Place of Incorporation Subsidiaries 1Verge Internet Technology (Beijing) Co., Ltd. PRC Jet Brilliant Limited Hong Kong Beijing Jet Brilliant Advertising Co., Ltd. PRC Variable Interest Entities 1Verge Information Technology (Beijing) Co., Ltd. PRC Jiaheyi Advertising (Beijing) Co., Ltd. PRC 1] [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 the Registration Statement (Form F-1) and related Prospectus of Youku.com Inc. dated May 5, 2011. Beijing, Peoples Republic of China May 5, 2011 EX-23.1 6 dex231.htm CONSENT OF ERNST] [May 5, 2011 Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 Peoples Republic of China Ladies and Gentlemen, Yours faithfully, TransAsia Lawyers - 1 - EX-23.4 7 dex234.htm CONSENT OF TRANSASIA LAWYERS] [May 5, 2011 Youku.com Inc. 11/F, SinoSteel Plaza, 8 Haidian Street Haidian District Beijing 100080 The Peoples Republic of China Ladies and Gentlemen, Re: Legal Opinion We are lawyers qualified in the Peoples Republic of China (the PRC) and are qualified to issue opinions on the PRC Laws (as defined in Section I). For the purpose of this legal opinion]
[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (2)(3) Proposed Amount of registration fee (1) Class A Ordinary Shares, par value US$0.00001 per share $ $69,660 (1) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-170709).] [Our ref VZL\664173\4501583v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing 100080 Peoples Republic of China 5 May 2011 Dear Sirs Youku.com Inc. Company Registration Statement Commission Act Shares ADSs We act as Cayman Islands counsel for Youku.com Inc. (the 1 Documents Reviewed For the purposes of this opinion, we] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] May [ ], 2011 Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing, 100080 The Peoples Republic of China Re: American Depositary Shares of Youku.com Inc. (the Company) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies] [May 5, 2011 Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 Peoples Republic of China Ladies and Gentlemen, Re: Legal Opinion on PRC Tax Matters We are lawyers qualified in the Peoples Republic of China (the PRC, for purposes of this legal opinion, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan)] [Place of Incorporation Subsidiaries 1Verge Internet Technology (Beijing) Co., Ltd. PRC Jet Brilliant Limited Hong Kong Beijing Jet Brilliant Advertising Co., Ltd. PRC Variable Interest Entities 1Verge Information Technology (Beijing) Co., Ltd. PRC Jiaheyi Advertising (Beijing) Co., Ltd. PRC 1] [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 the Registration Statement (Form F-1) and related Prospectus of Youku.com Inc. dated May 5, 2011. Beijing, Peoples Republic of China May 5, 2011 EX-23.1 6 dex231.htm CONSENT OF ERNST] [May 5, 2011 Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 Peoples Republic of China Ladies and Gentlemen, Yours faithfully, TransAsia Lawyers - 1 - EX-23.4 7 dex234.htm CONSENT OF TRANSASIA LAWYERS] [May 5, 2011 Youku.com Inc. 11/F, SinoSteel Plaza, 8 Haidian Street Haidian District Beijing 100080 The Peoples Republic of China Ladies and Gentlemen, Re: Legal Opinion We are lawyers qualified in the Peoples Republic of China (the PRC) and are qualified to issue opinions on the PRC Laws (as defined in Section I). For the purpose of this legal opinion]
