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

[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 People’s 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 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] [May 5, 2011 Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion on PRC Tax Matters We are lawyers qualified in the People’s 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, People’s 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 People’s 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 People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion We are lawyers qualified in the People’s 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]

SGOC [SGOCO] 6-K: (Original Filing)

[SGOCO GROUP, LTD. ANNOUNCES RECORD 2010 FINANCIAL RESULTS Beijing, China – April 29 , 2011 – SGOCO Group, Ltd. (NASDAQ: SGOC), (the “Company” or “SGOCO”), a company focused on building its own brands and retail distribution network in the Chinese flat panel display market, including monitors, TVs, and application specific products, today announced its audited operating results for the year] [______________ FORM 6-K CURRENT REPORT SGOCO GROUP, LTD. Formally known as SGOCO Technology, Ltd. Guanke Technology Park Luoshan, Jinjiang City Fujian, China 362200 x o o o o x N/A SGOCO Group, Ltd. Burnette Or President and Chief Executive Officer]

SGOC [SGOCO] 6-K: SGOCO GROUP, LTD. ANNOUNCES RECORD 2010 FINANCIAL RESULTS

[SGOCO GROUP, LTD. ANNOUNCES RECORD 2010 FINANCIAL RESULTS Beijing, China – April 29 , 2011 – SGOCO Group, Ltd. (NASDAQ: SGOC), (the “Company” or “SGOCO”), a company focused on building its own brands and retail distribution network in the Chinese flat panel display market, including monitors, TVs, and application specific products, today announced its audited operating results for the year] [______________ FORM 6-K CURRENT REPORT SGOCO GROUP, LTD. Formally known as SGOCO Technology, Ltd. Guanke Technology Park Luoshan, Jinjiang City Fujian, China 362200 x o o o o x N/A SGOCO Group, Ltd. Burnette Or President and Chief Executive Officer]

SGOC [SGOCO] 20-F: (Original Filing)

[¨ x x ¨ ¨ ¨ ¨] [For the Purchase of Shares of Ordinary Stock of SGOCO GROUP, LTD. 1. 2. Exercise 2.1 Exercise Form 3. Transfer. 3.1 General Restrictions 4. 4.1 Partial Exercise or Transfer 4.2 Lost Certificate 5. Adjustments 5.1 Adjustments to Exercise Price and Number of Securities 5.1.1 Share Dividends; Split Ups 5.1.2 Aggregation of Shares 5.1.3 Replacement of Securities upon Reorganization, etc. 5.1.4] [SGOCO GROUP, LTD. 1. PURPOSE OF PLAN The purpose of this Plan is to promote the success of the Corporation and to increase shareholder value by providing an additional means through the grant of Awards to attract, motivate, retain and reward selected employees and other eligible persons of SGOCO Group. 2. ELIGIBILITY 3. PLAN ADMINISTRATION 3.1. The Administrator 3.2. Powers] [List of Subsidiaries Name of Subsidiary Jurisdiction of Formation Doing Business Name Honesty Group Holdings Limited Hong Kong Guanke (Fujian) Electron Technological Industry Co., Ltd. People’s Republic of China SGOCO Guanwei (Fujian) Technological Co., Ltd. People’s Republic of China Guancheng People’s Republic of China Jinjiang Guanke Electron Co. Ltd. People’s Republic of China] [CERTIFICATION I, Burnette Or, President and Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this 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] [CERTIFICATION I, Zhongsheng Lv, Treasurer and Principal Financial Officer, certify that: 1. I have reviewed this annual report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this 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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: April 29, 2011 Burnette Or President and Chief Executive Officer Dated: April 29, 2011 Zhongsheng Lv Treasurer and Principal Financial Officer EX-13.1 8 v219946_ex13-1.htm] [[LETTERHEAD OF ROTHSTEIN, KASS & COMPANY, P.C.] April 28, 2011 100 F. Street, N.E. Yours truly, Rothstein, Kass & Company, P.C. EX-15.1 9 v219946_ex15-1.htm] [Consent of Independent Registered Public Accounting Firm To The Board of Directors SGOCO Group, Ltd. and Subsidiaries We consent to the use of our reports dated April 28, 2011, with respect to the consolidated balance sheets of SGOCO Group, Ltd. and Subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of income and other comprehensive income,]

SGOC [SGOCO] 20-F: ¨ x x ¨ ¨ ¨ ¨

[¨ x x ¨ ¨ ¨ ¨] [For the Purchase of Shares of Ordinary Stock of SGOCO GROUP, LTD. 1. 2. Exercise 2.1 Exercise Form 3. Transfer. 3.1 General Restrictions 4. 4.1 Partial Exercise or Transfer 4.2 Lost Certificate 5. Adjustments 5.1 Adjustments to Exercise Price and Number of Securities 5.1.1 Share Dividends; Split Ups 5.1.2 Aggregation of Shares 5.1.3 Replacement of Securities upon Reorganization, etc. 5.1.4] [SGOCO GROUP, LTD. 1. PURPOSE OF PLAN The purpose of this Plan is to promote the success of the Corporation and to increase shareholder value by providing an additional means through the grant of Awards to attract, motivate, retain and reward selected employees and other eligible persons of SGOCO Group. 2. ELIGIBILITY 3. PLAN ADMINISTRATION 3.1. The Administrator 3.2. Powers] [List of Subsidiaries Name of Subsidiary Jurisdiction of Formation Doing Business Name Honesty Group Holdings Limited Hong Kong Guanke (Fujian) Electron Technological Industry Co., Ltd. People’s Republic of China SGOCO Guanwei (Fujian) Technological Co., Ltd. People’s Republic of China Guancheng People’s Republic of China Jinjiang Guanke Electron Co. Ltd. People’s Republic of China] [CERTIFICATION I, Burnette Or, President and Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this 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] [CERTIFICATION I, Zhongsheng Lv, Treasurer and Principal Financial Officer, certify that: 1. I have reviewed this annual report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this 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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: April 29, 2011 Burnette Or President and Chief Executive Officer Dated: April 29, 2011 Zhongsheng Lv Treasurer and Principal Financial Officer EX-13.1 8 v219946_ex13-1.htm] [[LETTERHEAD OF ROTHSTEIN, KASS & COMPANY, P.C.] April 28, 2011 100 F. Street, N.E. Yours truly, Rothstein, Kass & Company, P.C. EX-15.1 9 v219946_ex15-1.htm] [Consent of Independent Registered Public Accounting Firm To The Board of Directors SGOCO Group, Ltd. and Subsidiaries We consent to the use of our reports dated April 28, 2011, with respect to the consolidated balance sheets of SGOCO Group, Ltd. and Subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of income and other comprehensive income,]

Skip to toolbar