YOKU [YOUKU TUDOU] 424B4: (Original Filing)

[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]

YOKU [YOUKU TUDOU] 424B4: Registration No. 333-173963 and Registration No. 333-174357 Prospectus

[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]

YOKU [YOUKU TUDOU] F-1MEF: (Original Filing)

[] [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 People’s 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, People’s Republic of China May 20, 2011 EX-23.1 3 dex231.htm CONSENT OF ERNST & YOUNG HUA MING]

YOKU [YOUKU TUDOU] F-1MEF:

[] [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 People’s 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, People’s Republic of China May 20, 2011 EX-23.1 3 dex231.htm CONSENT OF ERNST & YOUNG HUA MING]

YOKU [YOUKU TUDOU] F-1/A: (Original Filing)

[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]

YOKU [YOUKU TUDOU] F-1/A: CALCULATION OF REGISTRATION FEE Title of each class

[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]

YOKU [YOUKU TUDOU] F-1/A: (Original Filing)

[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 People’s 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, People’s Republic of China May 13, 2011]

YOKU [YOUKU TUDOU] F-1/A: CALCULATION OF REGISTRATION FEE Title of each class

[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 People’s 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, People’s Republic of China May 13, 2011]

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