[AGREEMENT AND PLAN OF MERGER among ALI YK INVESTMENT HOLDING LIMITED, ALI YK SUBSIDIARY HOLDING LIMITED, YOUKU TUDOU INC., and solely for purposes of Section 9.08, Section 9.09 and Section 9.10 hereof, ALIBABA INVESTMENT LIMITED Dated as of November 6, 2015 TABLE OF CONTENTS Page Article I THE MERGER SECTION 1.01 The Merger 1 SECTION 1.02 Closing; Closing Date 2] []
[PRIVILEGED & CONFIDENTIAL Alibaba Group and Youku Tudou Enter into Definitive Merger Agreement Alibaba to Acquire Youku Tudou in an All-Cash Transaction Hangzhou and Beijing, China, November 6, 2015 Upon completion of the Transaction, the shareholders of Youku Tudou, other than the current investment entity controlled by Alibaba, will have the right to receive US$27.60 per American Depositary Share (ADS,] [AGREEMENT AND PLAN OF MERGER among ALI YK INVESTMENT HOLDING LIMITED, ALI YK SUBSIDIARY HOLDING LIMITED, YOUKU TUDOU INC., and solely for purposes of Section 9.08, Section 9.09 and Section 9.10 hereof, ALIBABA INVESTMENT LIMITED Dated as of November 6, 2015 TABLE OF CONTENTS Page Article I THE MERGER SECTION 1.01 The Merger 1 SECTION 1.02 Closing; Closing Date 2] [YOUKU TUDOU INC. 7/F, Tower B, World Trade Center, No. 36 North Third Ring Road, Dongcheng District, Beijing 100029 , Peoples Republic of China Form 20-F x Form 40-F o o o Yes o No x YOUKU TUDOU INC.]
[PRIVILEGED & CONFIDENTIAL Alibaba Group and Youku Tudou Enter into Definitive Merger Agreement Alibaba to Acquire Youku Tudou in an All-Cash Transaction Hangzhou and Beijing, China, November 6, 2015 Upon completion of the Transaction, the shareholders of Youku Tudou, other than the current investment entity controlled by Alibaba, will have the right to receive US$27.60 per American Depositary Share (ADS,] [AGREEMENT AND PLAN OF MERGER among ALI YK INVESTMENT HOLDING LIMITED, ALI YK SUBSIDIARY HOLDING LIMITED, YOUKU TUDOU INC., and solely for purposes of Section 9.08, Section 9.09 and Section 9.10 hereof, ALIBABA INVESTMENT LIMITED Dated as of November 6, 2015 TABLE OF CONTENTS Page Article I THE MERGER SECTION 1.01 The Merger 1 SECTION 1.02 Closing; Closing Date 2] [YOUKU TUDOU INC. 7/F, Tower B, World Trade Center, No. 36 North Third Ring Road, Dongcheng District, Beijing 100029 , Peoples Republic of China Form 20-F x Form 40-F o o o Yes o No x YOUKU TUDOU INC.]
[reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 subject to the liabilities of]
[reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 subject to the liabilities of]
[Youku Tudou Special Committee Engages Financial Advisor and Legal Counsel BEIJING, China, October 22, 2015 Youku Tudou Inc. (NYSE: YOKU), a leading multi-screen entertainment and media company in China (Youku Tudou or the Company), today announced that the independent special committee of the Companys Board of Directors (the Special Committee) has retained J.P. Morgan Securities (Asia Pacific) Limited as] [YOUKU TUDOU INC. 7/F, Tower B, World Trade Center, No. 36 North Third Ring Road, Dongcheng District, Beijing 100029 , Peoples Republic of China Form 20-F x o o o Yes o x YOUKU TUDOU INC. By]
[Youku Tudou Special Committee Engages Financial Advisor and Legal Counsel BEIJING, China, October 22, 2015 Youku Tudou Inc. (NYSE: YOKU), a leading multi-screen entertainment and media company in China (Youku Tudou or the Company), today announced that the independent special committee of the Companys Board of Directors (the Special Committee) has retained J.P. Morgan Securities (Asia Pacific) Limited as] [YOUKU TUDOU INC. 7/F, Tower B, World Trade Center, No. 36 North Third Ring Road, Dongcheng District, Beijing 100029 , Peoples Republic of China Form 20-F x o o o Yes o x YOUKU TUDOU INC. By]
[Youku Tudou Announces Receipt of Preliminary Nonbinding Going Private Proposal from Alibaba Group According to the proposal letter, Alibaba intends to fund the consideration payable in the Transaction with its cash on hand. The Board has formed a special committee consisting of two independent disinterested directors, Mr. Jonathan Jia Zhu and Mr. Jixun Foo, to consider the Transaction. The special] [YOUKU TUDOU INC. 7/F, Tower B, World Trade Center, No. 36 North Third Ring Road, Dongcheng District, Beijing 100029 , Peoples Republic of China Form 20-F x Form 40-F o o o Yes o No x YOUKU TUDOU INC.]
[Youku Tudou Announces Receipt of Preliminary Nonbinding Going Private Proposal from Alibaba Group According to the proposal letter, Alibaba intends to fund the consideration payable in the Transaction with its cash on hand. The Board has formed a special committee consisting of two independent disinterested directors, Mr. Jonathan Jia Zhu and Mr. Jixun Foo, to consider the Transaction. The special] [YOUKU TUDOU INC. 7/F, Tower B, World Trade Center, No. 36 North Third Ring Road, Dongcheng District, Beijing 100029 , Peoples Republic of China Form 20-F x Form 40-F o o o Yes o No x YOUKU TUDOU INC.]
[October 16, 2015 The Board of Directors Youku Tudou Inc. 7/F, Tower B, World Trade Center No. 36 North Third Ring Road, Dongcheng District Beijing 100029, Peoples Republic of China Dear Members of the Board of Directors: Alibaba we us Company ADSs Acquisition Alibaba Group Holding Limited ( We believe our proposal provides an attractive opportunity for the Companys shareholders] [CONFIDENTIAL EXECUTION VERSION SUPPORT AGREEMENT by and among ALIBABA INVESTMENT LIMITED and the Shareholders listed on Schedule A hereto Dated as of October 16, 2015 TABLE OF CONTENTS Page ARTICLE I GENERAL 1 Section 1.1. Defined Terms 1 ARTICLE II VOTING AND EXCLUSIVITY 5 Section 2.1. Agreement to Vote; Exclusivity 5 Section 2.2.] []
