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]

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.]

YOKU [YOUKU TUDOU] 6-K: Youku Tudou Inc. and Tudou Holdings Limited Announce

[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.]

YOKU [YOUKU TUDOU] 424B3: (Original Filing)

[(1) The Deposit Agreement . The statements made on the face and reverse of this ADR are summaries of certain provisions of the Deposit Agreement and the Memorandum and Articles of Association Withdrawal of Deposited Securities (2) subject, however, in each case subject however, in each case Upon satisfaction of each of the conditions specified above, the Depositary (i) shall]

YOKU [YOUKU TUDOU] 424B3: (1) The Deposit Agreement . The statements made

[(1) The Deposit Agreement . The statements made on the face and reverse of this ADR are summaries of certain provisions of the Deposit Agreement and the Memorandum and Articles of Association Withdrawal of Deposited Securities (2) subject, however, in each case subject however, in each case Upon satisfaction of each of the conditions specified above, the Depositary (i) shall]

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

[Youku Announces Approval of Shareholder Resolutions Relating to the Proposed Merger with Tudou The parties expect to complete the Merger as soon as practicable. Upon completion of the Merger, Tudou will become a privately held company wholly-owned by Youku, and Tudou’s American depositary shares will no longer be listed on the NASDAQ Global Market. About Youku Inc. For more information,] [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]

YOKU [YOUKU TUDOU] 6-K: Youku Announces Approval of Shareholder Resolutions Relating to

[Youku Announces Approval of Shareholder Resolutions Relating to the Proposed Merger with Tudou The parties expect to complete the Merger as soon as practicable. Upon completion of the Merger, Tudou will become a privately held company wholly-owned by Youku, and Tudou’s American depositary shares will no longer be listed on the NASDAQ Global Market. About Youku Inc. For more information,] [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]

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