YOKU [YOUKU TUDOU] SC 13D: AGREEMENT OF JOINT FILING th day of May

[AGREEMENT OF JOINT FILING th day of May 2014. ALI YK INVESTMENT HOLDING LIMITED ALIBABA INVESTMENT LIMITED] [STRICTLY CONFIDENTIAL EXECUTION VERSION INVESTMENT AGREEMENT dated as of April 28 , 2014 by and between YOUKU TUDOU INC., 1LOOK HOLDINGS LTD., ALI YK INVESTMENT HOLDING LIMITED, and Solely for purposes of Sections 11.4, 11.5 and 11.16 hereof, ALIBABA GROUP HOLDING LIMITED TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and] [STRICTLY CONFIDENTIAL EXECUTION VERSION INVESTOR RIGHTS AGREEMENT dated as of April 28 , 2014 by and among YOUKU TUDOU INC., ALI YK INVESTMENT HOLDING LIMITED, and Solely for purposes of Sections 7.1 and 7.2 and Article VIII hereof, ALIBABA GROUP HOLDING LIMITED and YF VENUS LTD TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1] [STRICTLY CONFIDENTIAL EXECUTION VERSION SHAREHOLDERS AGREEMENT dated as of April 28, 2014 by and among ALI YK INVESTMENT HOLDING LIMITED and Each of the persons 1 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules of Construction 9 ARTICLE II VOTING RESTRICTIONS 9 Section 2.1 Shareholder Voting Restrictions 9 Section] [STRICTLY CONFIDENTIAL EXECUTION COPY AMENDED AND RESTATED SHARE PURCHASE AND SHAREHOLDERS AGREEMENT dated as of May 21, 2014 by and among ALI YK INVESTMENT HOLDING LIMITED, YF VENUS LTD, and ALIBABA INVESTMENT LIMITED TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 2 Section 1.1. Definitions 2 Section 1.2. Interpretation and Rules of Construction 7 ARTICLE II PURCHASE AND SALE] []

YOKU [YOUKU TUDOU] 6-K: (Original Filing)

[Youku Tudou Announces First Quarter 2014 Unaudited Financial Results Mobile Daily Video Views Reached 400 Million; Mobile Monetization Surpassed 30% to Date BEIJING , China, May 22, 201 4 — Youku Tudou Inc. (NYSE: YOKU), China’s leading Internet television company (“Youku Tudou” or the “Company”) , today announced its unaudited financial results for first quarter 2014 . First Quarter 2014] [YOUKU TUDOU INC. 11/F, SinoSteel Plaza , 8 Haidian Street Beijing 100080 , People’s Republic of China Form 20-F x Form 40-F o o o Yes o No x YOUKU TUDOU INC.]

YOKU [YOUKU TUDOU] 6-K: Youku Tudou Announces First Quarter 2014 Unaudited Financial

[Youku Tudou Announces First Quarter 2014 Unaudited Financial Results Mobile Daily Video Views Reached 400 Million; Mobile Monetization Surpassed 30% to Date BEIJING , China, May 22, 201 4 — Youku Tudou Inc. (NYSE: YOKU), China’s leading Internet television company (“Youku Tudou” or the “Company”) , today announced its unaudited financial results for first quarter 2014 . First Quarter 2014] [YOUKU TUDOU INC. 11/F, SinoSteel Plaza , 8 Haidian Street Beijing 100080 , People’s Republic of China Form 20-F x Form 40-F o o o Yes o No x YOUKU TUDOU INC.]

YOKU [YOUKU TUDOU] 6-K: (Original Filing)

[Press Release Youku Tudou Announces US$1.22 Billion Investment Led by Alibaba Group Alibaba and Yunfeng Capital will indirectly hold approximately 16.5% and 2.0%, respectively, of the total issued and outstanding shares of the Company on a fully-diluted basis determined under the treasury method, after taking into account the shares to be issued in the transaction. The transaction is expected to] [YOUKU TUDOU INC. 11/F, SinoSteel Plaza, 8 Haidian Street Beijing 100080, People’s Republic of China Form 20-F x Form 40-F o o o Yes o No x YOUKU TUDOU INC.]

YOKU [YOUKU TUDOU] 6-K: Press Release Youku Tudou Announces US$1.22 Billion Investment

[Press Release Youku Tudou Announces US$1.22 Billion Investment Led by Alibaba Group Alibaba and Yunfeng Capital will indirectly hold approximately 16.5% and 2.0%, respectively, of the total issued and outstanding shares of the Company on a fully-diluted basis determined under the treasury method, after taking into account the shares to be issued in the transaction. The transaction is expected to] [YOUKU TUDOU INC. 11/F, SinoSteel Plaza, 8 Haidian Street Beijing 100080, People’s Republic of China Form 20-F x Form 40-F o o o Yes o No x YOUKU TUDOU INC.]

SGOC [SGOCO] 6-K: SGOCO Group, Ltd. Announces Full Fiscal Year 2013

[SGOCO Group, Ltd. Announces Full Fiscal Year 2013 and Fourth Quarter 2013 Financial Results and Announce the Upcoming Launch of e-Commerce Business Line BEIJING, CHINA, April 22, 2014 – SGOCO Group, Ltd. (Nasdaq: SGOC) (“SGOCO” or the “Company”), a company focused on product design, distribution and brand development in the flat-panel display market, today announced its unaudited financial results for] []

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

[SGOCO Group, Ltd. Announces Full Fiscal Year 2013 and Fourth Quarter 2013 Financial Results and Announce the Upcoming Launch of e-Commerce Business Line BEIJING, CHINA, April 22, 2014 – SGOCO Group, Ltd. (Nasdaq: SGOC) (“SGOCO” or the “Company”), a company focused on product design, distribution and brand development in the flat-panel display market, today announced its unaudited financial results for] []

YOKU [YOUKU TUDOU] 6-K: (Original Filing)

[Youku Tudou Filed 2013 Annual Report on Form 20-F About Youku Tudou Inc. Youku Tudou Inc. (NYSE: YOKU) is China’s leading Internet television company. Its Youku and Tudou Internet television platforms enable users to search, view and share high-quality video content quickly and easily across multiple devices. Its Youku brand and Tudou brand are among the most recognized online video] [YOUKU TUDOU INC. 11/F, SinoSteel Plaza , 8 Haidian Street Beijing 100080 , People’s Republic of China Form 20-F x Form 40-F o o o Yes o No x]

YOKU [YOUKU TUDOU] 6-K: Youku Tudou Filed 2013 Annual Report on Form

[Youku Tudou Filed 2013 Annual Report on Form 20-F About Youku Tudou Inc. Youku Tudou Inc. (NYSE: YOKU) is China’s leading Internet television company. Its Youku and Tudou Internet television platforms enable users to search, view and share high-quality video content quickly and easily across multiple devices. Its Youku brand and Tudou brand are among the most recognized online video] [YOUKU TUDOU INC. 11/F, SinoSteel Plaza , 8 Haidian Street Beijing 100080 , People’s Republic of China Form 20-F x Form 40-F o o o Yes o No x]

YOKU [YOUKU TUDOU] 20-F: (Original Filing)

[FORM 20-F (Mark One) o OR x OR o OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . For the transition period from to Youku Tudou Inc. N/A Cayman Islands (Jurisdiction of incorporation or organization) 11/F, SinoSteel Plaza 8 Haidian] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this “ by and among the following parties: (1) PARTY A: 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. Legal Address: Section D, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (2) PARTY B: ZHEJIANG DONGYANG TIANSHI MEDIA LIMITED. Legal Address: C3-015-A, Hengdian Television] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ (1) PLEDGEE: 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. Legal Address: Section A and C, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo and (2) PLEDGORS: LU WEN, a PRC citizen whose PRC identification number is 420111197001125521and whose residential] [POWER OF ATTORNEY PRC I, LU Wen, a citizen of the People’s Republic of China (the “ Authorizee “ to the extent permitted by the PRC Law, as my sole attorney to singly exercise, in the manner as approved by Youku Tudou Inc., Dongyang Tianshi 1Verge Information , HU Qiong Operations Agreement I confirm and acknowledge that I authori zed] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) Youku Tudou Inc, (Youku Cayman) a Cayman Islands exempted company (2) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. 1Verge Internet (“ Legal Address: Section D, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (3) LU WEN , a PRC citizen] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this “ by and among the following parties: (1) PARTY A: RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD Legal Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC. Legal Representative: YANG Weidong (2) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD PARTY B:] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ (1) PLEDGEE: RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD Registered Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC. Legal Representative: YANG Weidong and (2) PLEDGOR: Qin Qiong ID Card No: 310108197109214485 Address: Room 702, No 2, Lane 1220, Jiangning] [POWER OF ATTORNEY PRC I, Qin Qiong, citizen of the People’s Republic of China (the “ any individual WFOE appointed, in writing, by Reshuffle Technology (Shanghai) Co., Ltd. ( Authorizee (“ , in the manner as approved by Youku Tudou Inc., POA” the following powers and rights during the term of this Power of Attorney (“ Shanghai Quan Toodou Operations] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) YOUKU TUDOU INC. (“YOUKU Cayman”) (2) RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD. WFOE (“ (3) Qin Qiong Grantor , a PRC citizen whose PRC identification number is 310108197109214485, and whose residential address is Room 702, No 2, Lane 1220, Jiangning Road, Putuo District, Shanghai (“ (4) SHANGHAI QUAN TOODOU] [LOAN AGREEMENT Agreement PRC This Loan Agreement (this “ by and among the following parties : (1) RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD PARTY A: Lender (“ Legal Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC Legal Representative: YANG Weidong and (2) Qin Qiong Borrower (“ ID Card No: 310108197109214485 Address:] [Equity Transfer Agreement (translated version) This Agreement is executed as of September 2, 2013 by and between: Transferor: Yu Zhou ID Card No.: 370203197209032018 (“Party A”) Transferee: Qin Qiong ID Card No.: 310108197109214485 (“Party B”) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD (the “Target Company”) has a registered capital of RMB 150 million, of which Qin Qiong contributed] [Youku Tudou Inc. Significant Subsidiaries 1Verge Internet Technology (Beijing) Co., Ltd., a PRC company Jet Brilliant Limited, a Hong Kong company Beiijng Jet Brilliant Advertising Co., Ltd., a PRC company Youku Video (Xi’an) Media Technology Co., Ltd., a PRC company Trade Lead Investments Ltd., a British Virgin Islands company Tudou Holdings Limited, a Cayman Islands company StarCloud Media Co., Limited,] [Certification by the Chief Executive Officer I, Victor Wing Cheung Koo, certify that: 1. I have reviewed this annual report on Form 20-F of Youku Tudou Inc. (the “Company”); 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] [Certification by the Chief Financial Officer I, Michael Ge Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Youku Tudou Inc. (the “Company”); 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] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 16, 2014 Victor Wing Cheung Koo Victor Wing Cheung Koo Chief Executive Officer EX-13.1 15 a14-5549_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 16, 2014 Michael Ge Xu Michael Ge Xu Chief Financial Officer 1 EX-13.2 16 a14-5549_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-184093) pertaining to the Youku Tudou Inc. Share Incentive Plan and the Amended and Restated Tudou Holdings Limited 2010 Share Incentive Plan, and the Registration Statement (Form S-8 No. 333-171454) pertaining to the 2006 Stock Option Scheme and 2010] [April 16, 2014 Youku Tudou Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 The People’s Republic of China Ladies and Gentlemen, Yours faithfully, EX-15.2 18 a14-5549_1ex15d2.htm EX-15.2]

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