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 Peoples 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 Peoples 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, Peoples Republic of China September 25, 2012 EX-23.1 5 a12-21595_1ex23d1.htm EX-23.1]