YOKU [YOUKU TUDOU] 20-F: PART I. 2 ITEM 1 IDENTITY OF DIRECTORS,

[PART I. 2 ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3 KEY INFORMATION 2 ITEM 4 INFORMATION ON THE COMPANY 39 ITEM 4A UNRESOLVED STAFF COMMENTS 67 ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS 67 ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 83 ITEM 7 MAJOR SHAREHOLDERS] [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.com 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.com 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. Victor Wing Cheung Koo Chief Executive Officer] [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. Dele Liu Chief Financial Officer] [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.com Inc. of our report dated May 5, 2011, with respect to the consolidated financial statements of Youku.com Inc. included in this Annual Report (Form] [[Letterhead of TransAsia Lawyers] 10 June 2011 Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 People’s Republic of China Ladies and Gentlemen, Yours faithfully, / TransAsia Lawyers EX-15.2 7 dex152.htm CONSENT OF TRANSASIA LAWYERS]

YOKU [YOUKU TUDOU] 20-F: (Original Filing)

[PART I. 2 ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3 KEY INFORMATION 2 ITEM 4 INFORMATION ON THE COMPANY 39 ITEM 4A UNRESOLVED STAFF COMMENTS 67 ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS 67 ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 83 ITEM 7 MAJOR SHAREHOLDERS] [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.com 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.com 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. Victor Wing Cheung Koo Chief Executive Officer] [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. Dele Liu Chief Financial Officer] [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.com Inc. of our report dated May 5, 2011, with respect to the consolidated financial statements of Youku.com Inc. included in this Annual Report (Form] [[Letterhead of TransAsia Lawyers] 10 June 2011 Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 People’s Republic of China Ladies and Gentlemen, Yours faithfully, / TransAsia Lawyers EX-15.2 7 dex152.htm CONSENT OF TRANSASIA LAWYERS]

YOKU [YOUKU TUDOU] 424B4: (Original Filing)

[Registration No. 333-173963 and Registration No. 333-174357 Prospectus 12,310,000 American Depositary Shares Youku.com Inc. Representing 221,580,000 Class A Ordinary Shares Youku.com Inc, or Youku, is offering Risk Factors See “ 15 to read about factors you should consider before buying the ADSs. Per ADS Total Public offering price US$ 48.18 US$ 593,095,800 Underwriting discount US$ 1.6863 US$ 20,758,353 Proceeds, before]

YOKU [YOUKU TUDOU] 424B4: Registration No. 333-173963 and Registration No. 333-174357 Prospectus

[Registration No. 333-173963 and Registration No. 333-174357 Prospectus 12,310,000 American Depositary Shares Youku.com Inc. Representing 221,580,000 Class A Ordinary Shares Youku.com Inc, or Youku, is offering Risk Factors See “ 15 to read about factors you should consider before buying the ADSs. Per ADS Total Public offering price US$ 48.18 US$ 593,095,800 Underwriting discount US$ 1.6863 US$ 20,758,353 Proceeds, before]

YOKU [YOUKU TUDOU] F-1MEF: (Original Filing)

[] [Our ref VZL\664173\4539829v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing 100080 People’s Republic of China 20 May 2011 Dear Sirs Youku.com Inc. Company Registration Statement Commission Act Rule 462(b) Registration Statement Shares ADSs We act as Cayman Islands counsel for Youku.com Inc. (the “ 1 Documents Reviewed For the] [Consent of Independent Registered Public Accounting Firm Beijing, People’s Republic of China May 20, 2011 EX-23.1 3 dex231.htm CONSENT OF ERNST & YOUNG HUA MING]

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