YOKU [YOUKU TUDOU] F-4: (Original Filing)

[] [24 April, 2012 Matter No.:876763 Doc Ref: ACY/1185191v3 852 2842 9511 David.Lamb@conyersdill.com Youku Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District, Beijing 100080 People’s Republic of China Dear Sirs, Youku Inc. ( the “Company”) Shares Prospectus American depositary shares representing class A ordinary shares of the Company (the “ Registration Statement Commission Securities Act Form F-4 (the “ For] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] April 24, 2012 Youku, Inc. 11/F, SinoSteel Plaza Re: Ladies and Gentlemen: We have acted as special U.S. counsel to Youku, Inc. Youku Agreement , an exempted company with limited liability incorporated under the laws of the Cayman Islands (“ Youku Tudou Merger Sub Registration Statement Commission Securities Act , Tudou] [Consent of Independent Registered Public Accounting Firm Beijing, People’s Republic of China April 24, 2012 EX-23.1 4 a2208921zex-23_1.htm EX-23.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-4 of Youku Inc. of our report dated March 30, 2012 relating to the consolidated financial statements of Tudou Holdings Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” PricewaterhouseCoopers Zhong] [[Letterhead of TransAsia Lawyers] April 24, 2012 Youku Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 The People’s Republic of China Ladies and Gentlemen, Yours faithfully, TransAsia Lawyers EX-23.5 6 a2208921zex-23_5.htm EX-23.5] [[ ] LETTERHEAD OF ALLEN & COMPANY LLC The Board of Directors Youku Inc. 5th floor, Sinosteel Plaza 8 Haidian Dajie, Haidian District Beijing 1000080 People’s Republic of China The Board of Directors: Very truly yours, ALLEN & COMPANY LLC April 24, 2012 EX-99.1 7 a2208921zex-99_1.htm EX-99.1] [[LETTERHEAD OF MORGAN STANLEY & CO. INCORPORATED] Consent of Morgan Stanley Asia Limited Securities Act MORGAN STANLEY ASIA LIMITED April 24, 2012 EX-99.2 8 a2208921zex-99_2.htm EX-99.2] [[Letterhead of TransAsia Lawyers] April 24, 2012 Youku 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 PRC Laws (as defined below). For the purpose of this legal] [FANGDA PARTNERS 上海 Shanghai ·北京 Beijing ·深圳 Shenzhen http://www.fangdalaw.com 中国上海市南京西路 1515 号 电子邮件 E-mail: email@fangdalaw.com 嘉里中心 20 楼 电 话 Tel.: 86-21-2208-1166 邮政编码: 200040 传 真 Fax: 86-21-5298-5577 文 号 Ref.: 12CF0049 20/F, Kerry Center 1515 Nanjing West Road Shanghai 200040, PRC LEGAL OPINION To: TUDOU HOLDINGS LIMITED April 24, 2012 Dear Sirs, PRC We are lawyers qualified in the]

YOKU [YOUKU TUDOU] F-4:

[] [24 April, 2012 Matter No.:876763 Doc Ref: ACY/1185191v3 852 2842 9511 David.Lamb@conyersdill.com Youku Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District, Beijing 100080 People’s Republic of China Dear Sirs, Youku Inc. ( the “Company”) Shares Prospectus American depositary shares representing class A ordinary shares of the Company (the “ Registration Statement Commission Securities Act Form F-4 (the “ For] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] April 24, 2012 Youku, Inc. 11/F, SinoSteel Plaza Re: Ladies and Gentlemen: We have acted as special U.S. counsel to Youku, Inc. Youku Agreement , an exempted company with limited liability incorporated under the laws of the Cayman Islands (“ Youku Tudou Merger Sub Registration Statement Commission Securities Act , Tudou] [Consent of Independent Registered Public Accounting Firm Beijing, People’s Republic of China April 24, 2012 EX-23.1 4 a2208921zex-23_1.htm EX-23.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-4 of Youku Inc. of our report dated March 30, 2012 relating to the consolidated financial statements of Tudou Holdings Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” PricewaterhouseCoopers Zhong] [[Letterhead of TransAsia Lawyers] April 24, 2012 Youku Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 The People’s Republic of China Ladies and Gentlemen, Yours faithfully, TransAsia Lawyers EX-23.5 6 a2208921zex-23_5.htm EX-23.5] [[ ] LETTERHEAD OF ALLEN & COMPANY LLC The Board of Directors Youku Inc. 5th floor, Sinosteel Plaza 8 Haidian Dajie, Haidian District Beijing 1000080 People’s Republic of China The Board of Directors: Very truly yours, ALLEN & COMPANY LLC April 24, 2012 EX-99.1 7 a2208921zex-99_1.htm EX-99.1] [[LETTERHEAD OF MORGAN STANLEY & CO. INCORPORATED] Consent of Morgan Stanley Asia Limited Securities Act MORGAN STANLEY ASIA LIMITED April 24, 2012 EX-99.2 8 a2208921zex-99_2.htm EX-99.2] [[Letterhead of TransAsia Lawyers] April 24, 2012 Youku 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 PRC Laws (as defined below). For the purpose of this legal] [FANGDA PARTNERS 上海 Shanghai ·北京 Beijing ·深圳 Shenzhen http://www.fangdalaw.com 中国上海市南京西路 1515 号 电子邮件 E-mail: email@fangdalaw.com 嘉里中心 20 楼 电 话 Tel.: 86-21-2208-1166 邮政编码: 200040 传 真 Fax: 86-21-5298-5577 文 号 Ref.: 12CF0049 20/F, Kerry Center 1515 Nanjing West Road Shanghai 200040, PRC LEGAL OPINION To: TUDOU HOLDINGS LIMITED April 24, 2012 Dear Sirs, PRC We are lawyers qualified in the]

YOKU [YOUKU TUDOU] CORRESP: (Original Filing)

[SKADDEN, ARPS, SLATE, MEAGHER & FLOM DIRECT DIAL AFFILIATE OFFICES DIRECT FAX 42/F, EDINBURGH TOWER, THE LANDMARK BOSTON (852) 3910-4850 15 QUEEN’S ROAD CENTRAL, HONG KONG CHICAGO EMAIL ADDRESS HOUSTON JULIE.GAO@SKADDEN.COM LOS ANGELES NEW YORK PARTNERS TEL: (852) 3740-4700 PALO ALTO EDWARD H.P. LAM ¨ * FAX: (852) 3740-4727 G.S. PAUL MITCHARD QC ¨ www.skadden.com WILMINGTON CLIVE W. ROUGH ¨]

YOKU [YOUKU TUDOU] CORRESP: SKADDEN, ARPS, SLATE, MEAGHER & FLOM DIRECT DIAL

[SKADDEN, ARPS, SLATE, MEAGHER & FLOM DIRECT DIAL AFFILIATE OFFICES DIRECT FAX 42/F, EDINBURGH TOWER, THE LANDMARK BOSTON (852) 3910-4850 15 QUEEN’S ROAD CENTRAL, HONG KONG CHICAGO EMAIL ADDRESS HOUSTON JULIE.GAO@SKADDEN.COM LOS ANGELES NEW YORK PARTNERS TEL: (852) 3740-4700 PALO ALTO EDWARD H.P. LAM ¨ * FAX: (852) 3740-4727 G.S. PAUL MITCHARD QC ¨ www.skadden.com WILMINGTON CLIVE W. ROUGH ¨]

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

[Youku Inc. Filed 2011 Annual Report on Form 20-F About Youku Youku Inc. is China’s leading Internet television company. Our Internet television platform enables users to search, view and share high-quality video content quickly and easily across multiple devices. Youku, which stands for “what’s best and what’s cool” in Chinese, is the most recognized online video brand in China. Youku’s] [YOUKU 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 INC.]

YOKU [YOUKU TUDOU] 6-K: Youku Inc. Filed 2011 Annual Report on Form

[Youku Inc. Filed 2011 Annual Report on Form 20-F About Youku Youku Inc. is China’s leading Internet television company. Our Internet television platform enables users to search, view and share high-quality video content quickly and easily across multiple devices. Youku, which stands for “what’s best and what’s cool” in Chinese, is the most recognized online video brand in China. Youku’s] [YOUKU 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 INC.]

YOKU [YOUKU TUDOU] 20-F: FORM 20-F (Mark One) o OR x OR

[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 Inc. N/A Cayman Islands (Jurisdiction of incorporation or organization) 11/F, SinoSteel Plaza 8 Haidian Street,] [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 #### and whose] [POWER OF ATTORNEY PRC 1Verge Internet Dongyang Tianshi , HU Qiong Operations Agreement I, LU Wen, a citizen of the People’s Republic of China (the “ I confirm and acknowledge that I authori zed and designated the Authorizee to vote on my beh alf at Dongyang Tianshi ‘ s shareholders’ meetings and to exercise full voting rights as a shareholder] [EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT Agreement PRC This Exclusive Technical and Consulting Services Agreement (this “ (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 OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) Youku.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 whose PRC] [Place of Incorporation Subsidiaries 1Verge Internet Technology (Beijing) Co., Ltd . PRC Jet Brilliant Limited Hong Kong Trade Lead Investments Limited British Virgin Islands Beijing Jet Brilliant Advertising Co., Ltd . PRC Youku Video (Xi’an) Media Tech Co., Ltd. PRC Variable Interest Entities 1Verge Information Technology (Beijing) Co., Ltd . PRC Jiaheyi Advertising (Beijing) Co., Ltd . PRC Zhejiang Dongyang] [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 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 Financial Officer I, Dele Liu, certify that: 1. I have reviewed this annual report on Form 20-F of Youku 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 of the] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 10, 2012 Victor Wing Cheung Koo Chief Executive Officer EX-13.1 10 a12-4224_3ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 10, 2012 Dele Liu Chief Financial Officer EX-13.2 11 a12-4224_3ex13d2.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. 333-171454) pertaining to the 2006 Stock Option Scheme and 2010 Share Incentive Plan of Youku Inc. of our reports dated April 10, 2012, with respect to the consolidated financial statements of Youku Inc. and the effectiveness of internal control] [[Letterhead of TransAsia Lawyers] April 10, 201 2 Youku Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 The People’s Republic of China Ladies and Gentlemen, We consent to the reference to our firm under the heading “Risks Factors” in “Item 3: Key Information” in Youku Inc.’s Annual Report on Form 20-F for the year ended December 31,]

YOKU [YOUKU TUDOU] SC 13D: EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated

[EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of March 11, 2012 among Youku Inc., Tudou Holdings Limited and Two Merger Sub Inc. AGREEMENT AND PLAN OF MERGER ARTICLE I THE MERGER Section 1.1 The Merger 2 Section 1.2 Effective Time 2 Section 1.3 Closing of the Merger 2 Section 1.4 Effects of the Merger 2 Section 1.5 Memorandum] [EXECUTION VERSION VOTING AGREEMENT By and among YOUKU INC. And THE SHAREHOLDER PARTY HERETO Dated as of March 11, 2012 TABLE OF CONTENTS Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6] [EXECUTION VERSION VOTING AGREEMENT By and among YOUKU INC. And THE SHAREHOLDER PARTY HERETO Dated as of March 11, 2012 TABLE OF CONTENTS Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6] [EXECUTION VERSION VOTING AGREEMENT By and among YOUKU INC. And THE SHAREHOLDERS PARTY HERETO Dated as of March 11, 2012 TABLE OF CONTENTS Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6] [EXECUTION VERSION VOTING AGREEMENT By and among YOUKU INC. And THE SHAREHOLDERS PARTY HERETO Dated as of March 11, 2012 TABLE OF CONTENTS Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6] [EXECUTION VERSION VOTING AGREEMENT By and among YOUKU INC. And THE SHAREHOLDERS PARTY HERETO Dated as of March 11, 2012 TABLE OF CONTENTS Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6] [CUSIP No. 89903 T 10 7]

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