[SKADDEN, ARPS, SLATE, MEAGHER & FLOM PARTNERS CHRISTOPHER W. BETTS EDWARD H.P. LAM ¨ * G.S. PAUL MITCHARD QC ¨ CLIVE W. ROUGH ¨ JONATHAN B. STONE * ALEC P. TRACY * 世達國際律師事務所 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEENS ROAD CENTRAL, HONG KONG TEL: (852) 3740-4700 FAX: (852) 3740-4727 www.skadden.com AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK]
[SKADDEN, ARPS, SLATE, MEAGHER & FLOM PARTNERS CHRISTOPHER W. BETTS EDWARD H.P. LAM ¨ * G.S. PAUL MITCHARD QC ¨ CLIVE W. ROUGH ¨ JONATHAN B. STONE * ALEC P. TRACY * 世達國際律師事務所 42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEENS ROAD CENTRAL, HONG KONG TEL: (852) 3740-4700 FAX: (852) 3740-4727 www.skadden.com AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK]
[] [Consent of Independent Registered Public Accounting Firm Beijing, Peoples Republic of China May 31, 2012 EX-23.1 2 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] [Consent of Morgan Stanley Asia Limited Securities Act MORGAN STANLEY ASIA LIMITED Hong Kong May 31, 2012 EX-99.2 4 a2208921zex-99_2.htm EX-99.2] [Time Sensitive Depositarys Notice of Shareholders Meeting of Youku Inc. ADSs: American Depositary Shares. ADS CUSIP No.: 98742U100. , 2012. Meeting Specifics: Annual General Meeting - 2012 at a.m. (local time) at (the Meeting). Meeting Agenda: Please refer to the Companys Notice of Annual General Meeting enclosed herewith. ADS Voting Instructions Deadline:] [Annual General Meeting The Voting Instructions Card must be signed, completed and received at the indicated address prior to 10:00 A.M. (New York City time) on, 2012 (the ADS Voting Instructions Deadline) for action to be taken. 2012 VOTING INSTRUCTIONS CARD AMERICAN DEPOSITARY SHARES Youku Inc. (the Company) ADS CUSIP No.: 98742U100. , 2012. Meeting Specifics: Annual General Meeting of]
[] [Consent of Independent Registered Public Accounting Firm Beijing, Peoples Republic of China May 31, 2012 EX-23.1 2 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] [Consent of Morgan Stanley Asia Limited Securities Act MORGAN STANLEY ASIA LIMITED Hong Kong May 31, 2012 EX-99.2 4 a2208921zex-99_2.htm EX-99.2] [Time Sensitive Depositarys Notice of Shareholders Meeting of Youku Inc. ADSs: American Depositary Shares. ADS CUSIP No.: 98742U100. , 2012. Meeting Specifics: Annual General Meeting - 2012 at a.m. (local time) at (the Meeting). Meeting Agenda: Please refer to the Companys Notice of Annual General Meeting enclosed herewith. ADS Voting Instructions Deadline:] [Annual General Meeting The Voting Instructions Card must be signed, completed and received at the indicated address prior to 10:00 A.M. (New York City time) on, 2012 (the ADS Voting Instructions Deadline) for action to be taken. 2012 VOTING INSTRUCTIONS CARD AMERICAN DEPOSITARY SHARES Youku Inc. (the Company) ADS CUSIP No.: 98742U100. , 2012. Meeting Specifics: Annual General Meeting of]
[Youku Announces First Quarter 2012 Unaudited Financial Results Net Revenues Increased by 111% Year-over-Year BEIJING , China, May 18, 201 2 Youku Inc. (NYSE: YOKU ), Chinas leading Internet television company (Youku or the Company) , today announced its unaudited financial results for the f irst q uarter 2012 . F irst Quarter Highlights (1) · Net r evenues] [YOUKU INC. 11/F, SinoSteel Plaza , 8 Haidian Street Beijing 100080 , Peoples Republic of China Form 20-F x Form 40-F o o o Yes o No x]
[Youku Announces First Quarter 2012 Unaudited Financial Results Net Revenues Increased by 111% Year-over-Year BEIJING , China, May 18, 201 2 Youku Inc. (NYSE: YOKU ), Chinas leading Internet television company (Youku or the Company) , today announced its unaudited financial results for the f irst q uarter 2012 . F irst Quarter Highlights (1) · Net r evenues] [YOUKU INC. 11/F, SinoSteel Plaza , 8 Haidian Street Beijing 100080 , Peoples Republic of China Form 20-F x Form 40-F o o o Yes o No x]
[] [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 Peoples 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, Peoples 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 Peoples 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 Peoples 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 Peoples Republic of China Ladies and Gentlemen, Re: Legal Opinion We are lawyers qualified in the Peoples 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]
[] [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 Peoples 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, Peoples 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 Peoples 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 Peoples 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 Peoples Republic of China Ladies and Gentlemen, Re: Legal Opinion We are lawyers qualified in the Peoples 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]
