YOKU [YOUKU TUDOU] S-8: (Original Filing)

[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 People’s Republic of China (86-10) 5885-1881 Youku Tudou Inc. Share Incentive Plan (1) Amended and Restated Tudou Holdings Limited 2010 Share] [Our Ref RDS\664173\5617451v1 Youku Tudou Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing 100080 People’s Republic of China 25 September 2012 Dear Sirs Youku Tudou Inc. Company Registration Statement” We have examined the Registration Statement on Form S-8 to be filed by Youku Tudou Inc., a Cayman Islands exempted company incorporated with limited liability (the “ Shares Shares] [YOUKU TUDOU INC. SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE The purpose of the Youku Tudou Inc. Share Incentive Plan (formerly named as “Youku Inc. 2010 Share Incentive Plan”) is to promote the success and enhance the value of Youku Tudou Inc., a company formed under the laws of the Cayman Islands Company (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever] [AMENDED AND RESTATED TUDOU HOLDINGS LIMITED 2010 SHARE INCENTIVE PLAN ARTICLE 1. PURPOSE Plan Company The purpose of the Amended and Restated Tudou Holdings Limited 2010 Share Incentive Plan (the “ ARTICLE 2. DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular] [Consent of Independent Registered Public Accounting Firm Beijing, People’s Republic of China September 25, 2012 EX-23.1 5 a12-21595_1ex23d1.htm EX-23.1]

SGOC [SGOCO] 6-K: SGOCO Group, Ltd. Discusses Results of Independent Investigation

[SGOCO Group, Ltd. Discusses Results of Independent Investigation and Commitment to Improving Internal Controls BEIJING, CHINA, September 11, 2012 – SGOCO Group, Ltd. (Nasdaq: SGOC), (“SGOCO” or the “Company”), a company focused on product design and brand development in the Chinese flat panel display market, including LCD/LED monitors, TVs, and application specific products, today made the following disclosure. SGOCO is] []

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

[SGOCO Group, Ltd. Discusses Results of Independent Investigation and Commitment to Improving Internal Controls BEIJING, CHINA, September 11, 2012 – SGOCO Group, Ltd. (Nasdaq: SGOC), (“SGOCO” or the “Company”), a company focused on product design and brand development in the Chinese flat panel display market, including LCD/LED monitors, TVs, and application specific products, today made the following disclosure. SGOCO is] []

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

[SGOCO GROUP, LTD. ANNOUNCES FULL YEAR 2011 FINANCIAL RESULTS --Achieved Record Annual Revenue-- BEIJING, CHINA, August 30, 2012 – SGOCO Group, Ltd. and its wholly-owned subsidiaries (“SGOCO” or the “Company”) (Nasdaq: SGOC), a company focused on product design and brand development in the Chinese flat panel display market, including LCD/LED monitors, TVs, and application specific products, today announced financial results] []

SGOC [SGOCO] 6-K: SGOCO GROUP, LTD. ANNOUNCES FULL YEAR 2011 FINANCIAL

[SGOCO GROUP, LTD. ANNOUNCES FULL YEAR 2011 FINANCIAL RESULTS --Achieved Record Annual Revenue-- BEIJING, CHINA, August 30, 2012 – SGOCO Group, Ltd. and its wholly-owned subsidiaries (“SGOCO” or the “Company”) (Nasdaq: SGOC), a company focused on product design and brand development in the Chinese flat panel display market, including LCD/LED monitors, TVs, and application specific products, today announced financial results] []

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

[] [AMENDMENT NO. 1 TO ESCROW AGREEMENT Amendment Sun Zone Sellers Company Sponsor Sponsors Escrow Agent Escrow Agreement This Amendment No. 1 to Escrow Agreement (“ WHEREAS Exchange Agreement Honesty Group Honesty Group Shares HMAUF Shares WHEREAS Sponsor Agreement WHEREAS Conditions Sponsor Conditional Shares WHEREAS WHEREAS Party Parties NOW, THEREFORE 1. Section 5 (a) of the Escrow Agreement is hereby amended] [AMENDMENT NO. 2 TO SPONSOR AGREEMENT Amendment Sun Zone Sellers Company Sponsor Sponsors Sponsor Agreement This Amendment No. 2 to Sponsor Agreement (“ WHEREAS Exchange Agreement Honesty Group Honesty Group Shares HMAUF Shares WHEREAS Escrow Agent Escrow Agreement WHEREAS Conditions Sponsor Conditional Shares WHEREAS WHEREAS Party Parties NOW, THEREFORE 1. Section I-1. A. of the Sponsor Agreement is hereby amended] [Employment Agreement Between David Xu and SGOCO Group, Ltd. 1 2 3] [Registered Number: Date of Set-up: TH Address: Legal Representative: Registered Capital: Real Capital: Enterprise Type: ( ( Taiwan, Hong Kong & Macao Corporation Owned Enterprises ) Scope of Management: Shareholder (The founder): Business Term: Issued Unit:] [Registered Number: Date of Set-up: Address: Beijing Silver Tower, Room 1817, 2 Dongsanhuan North Road, Chaoyang District, Beijing, China Legal Representative: Registered Capital: Real Capital: Enterprise Type: ( Taiwan, Hong Kong & Macao Corporation Owned Enterprises ) Scope of Management: Shareholder (The founder): Business Term: Issued Unit:] [Sale and Purchase Agreement by and between Apex Flourish Group Limited and SGOCO Group, Ltd. DATED November 15, 2011 SGOCO GROUP, LTD. as Seller And APEX FLOURISH GROUP LIMITED as Purchaser ______________________________________________________ AGREEMENT FOR SALE AND PURCHASE OF ALL OF THE SHARES OF HONESTY GROUP HOLDINGS LIMITED ______________________________________________________ Cheng Wong Lam & Partners in association with Nixon Peabody LLP and] [List of Subsidiaries Name of Subsidiary Jurisdiction of Formation SGOCO International (HK) Limited Hong Kong SGOCO (Fujian) Electronic Co., Ltd People’s Republic of China Beijing SGOCO Image Technology Co., Ltd. People’s Republic of China SGO Corporation. Delaware, USA] [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, David Xu, Chief 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 under which] [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. , 2012 30 Dated: August , 2012 Dated: August 30] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Registration Statements No. 333-172406 on F Hong Kong, China August 30, 2012] [Consent of Independent Registered Public Accounting Firm To the Board of Directors of SGOCO Group, Ltd. We hereby consent to the use of our report 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,] [Letter from Independent Registered Public Accounting Firm re: Item 16F .]

SGOC [SGOCO] 20-F:

[] [AMENDMENT NO. 1 TO ESCROW AGREEMENT Amendment Sun Zone Sellers Company Sponsor Sponsors Escrow Agent Escrow Agreement This Amendment No. 1 to Escrow Agreement (“ WHEREAS Exchange Agreement Honesty Group Honesty Group Shares HMAUF Shares WHEREAS Sponsor Agreement WHEREAS Conditions Sponsor Conditional Shares WHEREAS WHEREAS Party Parties NOW, THEREFORE 1. Section 5 (a) of the Escrow Agreement is hereby amended] [AMENDMENT NO. 2 TO SPONSOR AGREEMENT Amendment Sun Zone Sellers Company Sponsor Sponsors Sponsor Agreement This Amendment No. 2 to Sponsor Agreement (“ WHEREAS Exchange Agreement Honesty Group Honesty Group Shares HMAUF Shares WHEREAS Escrow Agent Escrow Agreement WHEREAS Conditions Sponsor Conditional Shares WHEREAS WHEREAS Party Parties NOW, THEREFORE 1. Section I-1. A. of the Sponsor Agreement is hereby amended] [Employment Agreement Between David Xu and SGOCO Group, Ltd. 1 2 3] [Registered Number: Date of Set-up: TH Address: Legal Representative: Registered Capital: Real Capital: Enterprise Type: ( ( Taiwan, Hong Kong & Macao Corporation Owned Enterprises ) Scope of Management: Shareholder (The founder): Business Term: Issued Unit:] [Registered Number: Date of Set-up: Address: Beijing Silver Tower, Room 1817, 2 Dongsanhuan North Road, Chaoyang District, Beijing, China Legal Representative: Registered Capital: Real Capital: Enterprise Type: ( Taiwan, Hong Kong & Macao Corporation Owned Enterprises ) Scope of Management: Shareholder (The founder): Business Term: Issued Unit:] [Sale and Purchase Agreement by and between Apex Flourish Group Limited and SGOCO Group, Ltd. DATED November 15, 2011 SGOCO GROUP, LTD. as Seller And APEX FLOURISH GROUP LIMITED as Purchaser ______________________________________________________ AGREEMENT FOR SALE AND PURCHASE OF ALL OF THE SHARES OF HONESTY GROUP HOLDINGS LIMITED ______________________________________________________ Cheng Wong Lam & Partners in association with Nixon Peabody LLP and] [List of Subsidiaries Name of Subsidiary Jurisdiction of Formation SGOCO International (HK) Limited Hong Kong SGOCO (Fujian) Electronic Co., Ltd People’s Republic of China Beijing SGOCO Image Technology Co., Ltd. People’s Republic of China SGO Corporation. Delaware, USA] [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, David Xu, Chief 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 under which] [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. , 2012 30 Dated: August , 2012 Dated: August 30] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Registration Statements No. 333-172406 on F Hong Kong, China August 30, 2012] [Consent of Independent Registered Public Accounting Firm To the Board of Directors of SGOCO Group, Ltd. We hereby consent to the use of our report 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,] [Letter from Independent Registered Public Accounting Firm re: Item 16F .]

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

[Youku Tudou Inc. Announces Appointment of Two Directors to Company’s Board of Directors Following the appointments of Mr. Wang and Mr. Foo, the Company has a nine-member board of directors with five of the board members being independent directors. Mr. Wang is the founder of Tudou, a leading Internet video company in China and which became a wholly owned subsidiary] [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 Inc. Announces Appointment of Two Directors

[Youku Tudou Inc. Announces Appointment of Two Directors to Company’s Board of Directors Following the appointments of Mr. Wang and Mr. Foo, the Company has a nine-member board of directors with five of the board members being independent directors. Mr. Wang is the founder of Tudou, a leading Internet video company in China and which became a wholly owned subsidiary] [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)

[Youku Tudou Inc. and Tudou Holdings Limited Announce Completion of Merger Under the terms of the Merger Agreement, each Tudou Class A ordinary share and Tudou Class B ordinary share (not including Tudou Class B ordinary shares represented by Tudou American depositary shares (“Tudou ADSs”)) issued and outstanding immediately prior to the effective time of the Merger has been cancelled] [THE COMPANIES LAW (2011 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF YOUKU TUDOU INC. Adopted by a Special Resolution passed on August 20, 2012 Effective on August 23, 2012 1. The name of the Company is Youku Tudou Inc. 2. The registered office of the Company shall be at the offices] [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.]

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