[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 Tudou Inc. N/A Cayman Islands (Jurisdiction of incorporation or organization) 11/F, SinoSteel Plaza 8 Haidian] [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: Sections A and C, 5/F, SinoSteel Plaza, No. 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (2) PARTY B: HEYI PICTURES INC. Legal Address: Room 1250, Building] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ (1) PLEDGEE: 1Verge Internet Technology (Beijing) Co., Ltd. Registered Address: Sections A and C, 5/F, SinoSteel Plaza, No. 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo and (2) PLEDGOR: 1Verge Information Technology (Beijing) Co., Ltd. Registered Address: Section D, 5/F, SinoSteel Plaza,] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ (1) PLEDGEE: 1Verge Internet Technology (Beijing) Co., Ltd. Registered Address: Sections A and C, 5/F, Tower A, SinoSteel Plaza, No. 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo and (2) PLEDGOR: Zhu Huilong ID Card No: Address: Party Parties (Pledgee and Pledgor] [POWER OF ATTORNEY We hereby authorize and designate the Authorizee to vote on our behalf at the shareholders’ meetings of Heyi Pictures and exercise the full voting rights as its shareholder as granted to us by law and under the Articles of Association of Heyi Pictures, including but not limited to, the right to propose the holding of shareholders’ meetings,] [POWER OF ATTORNEY 1Verge Information Technology (Beijing) Co., Ltd. and I on December 22, 2014 (the “Operations Agreement”): I hereby authorize and designate the Authorizee to vote on my behalf at the shareholders’ meetings of Heyi Pictures and exercise the full voting rights as its shareholder as granted to me by law and under the Articles of Association of Heyi] [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: Sections A and C, 5/F, SinoSteel Plaza, No. 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (2) PARTY B: HEYI PICTURES INC. Legal Address: Room 1250, Building] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) YOUKU TUDOU INC. (“Y ouku Cayman”) (2) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. WFOE YouKu (“ (3) ZHU Huilong Grantor , a PRC citizen whose PRC identification number is , and whose residential address is (“ (4) HEYI PICTURES INC. Heyi Pictures (“ Party Parties (Individually a “] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) YOUKU TUDOU INC. (“ Youku Cayman”) (2) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. WFOE Youku (“ (3) 1VERGE INFORMATION TECHNOLOGY (BEIJING) CO., LTD. ( Grantor “ (4) HEYI PICTURES INC. Heyi Pictures (“ Party Parties (Individually a “ WHEREAS : A. YOUKU Cayman is an exempted company duly] [LOAN AGREEMENT Agreement This Loan Agreement (this “ Shanghai PRC , the People’s Republic of China (“ December 22, 2014 by and among the following parties : (1) 1Verge Internet Technology (Beijing) Co., Ltd. PARTY A: Lender (“ Legal Address: Sections A and C, 5/F, SinoSteel Plaza, No. 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this “ by and among the following parties: (1) PARTY A: CHUANXIAN TECHNOLOGY (SHANGHAI) CO., LTD. Legal Address: Room 02, Floor 2, Building Wu, No.555 Dongchuan Road, Minhang District, Shanghai Legal Representative: Yang Weidong (2) PARTY B: SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD. Legal Address: Room 635-14, Building] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ (1) PLEDGEE: CHUANXIAN TECHNOLOGY (SHANGHAI) CO., LTD Registered Address: Room 02, Floor 2, Building Wu, No.555 Dongchuan Road, Minhang District, Shanghai Legal Representative: Yang Weidong and (2) PLEDGOR: Liu Dele ID Card No: Address: Party Parties (Pledgee and Pledgor are referred to individually a “ WHEREAS :] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ (1) PLEDGEE: CHUANXIAN TECHNOLOGY (SHANGHAI) CO., LTD Registered Address: Room 02, Floor 2, Building Wu, No.555 Dongchuan Road, Minhang District, ShanghaiLegal Representative: Yang Weidong and (2) PLEDGOR: Qin Qiong ID Card No: Address: WHEREAS : A. Shanghai Quan Toodou Qin Qiong is a PRC citizen, and owns] [POWER OF ATTORNEY I hereby authorize and designate the Authorizee to vote on my behalf at the shareholders’ meetings of Shanghai Quan Toodou and exercise the full voting rights as its shareholder as granted to me by law and under the Articles of Association of Shanghai Quan Toodou, including but not limited to, the right to propose the holding of] [POWER OF ATTORNEY I hereby authorize and designate the Authorizee to vote on my behalf at the shareholders’ meetings of Shanghai Quan Toodou and exercise the full voting rights as its shareholder as granted to me by law and under the Articles of Association of Shanghai Quan Toodou, including but not limited to, the right to propose the holding of] [EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT Agreement PRC This Exclusive Technical and Consulting Services Agreement (this “ (1) PARTY A: CHUANXIAN TECHNOLOGY (SHANGHAI) CO., LTD Legal Address: Room 02, Floor 2, Building Wu, No.555 Dongchuan Road, Minhang District, Shanghai Legal Representative: YANG Weidong (2) PARTY B: SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD. Legal Address: Room 635-14, Building] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) YOUKU TUDOU INC. (“ Youku Cayman”) (2) CHUANXIAN TECHNOLOGY (SHANGHAI) CO., LTD. WFOE Youku (“ (3) Liu Dele (“Grantor”) a PRC citizen whose PRC identification number is , and whose residential address is (4) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD. Shanghai Quan Toodou (“ Party] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) YOUKU TUDOU INC. (“ Youku Cayman”) (2) CHUANXIAN TECHNOLOGY (SHANGHAI) CO., LTD. WFOE Youku (“ (3) Qin Qiong (“Grantor”) a PRC citizen whose PRC identification number is , and whose residential address is (4) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD. Shanghai Quan Toodou (“ Party] [LOAN AGREEMENT Agreement This Loan Agreement (this “ Shanghai PRC , the People’s Republic of China (“ by and among the following parties : (1) PARTY A: CHUANXIAN TECHNOLOGY (SHANGHAI) CO., LTD. Lender (“ Legal Address: Room 02, Floor 2, Building Wu, No.555 Dongchuan Road, Legal Representative: YANG Weidong and (2) PARTY B: Liu Dele Borrower (“ ID Card No:] [LOAN AGREEMENT Agreement This Loan Agreement (this “ Shanghai PRC , the People’s Republic of China (“ by and among the following parties : (1) PARTY A: CHUANXIAN TECHNOLOGY (SHANGHAI) CO., LTD. Lender (“ Legal Address: Room 02, Floor 2, Building Wu, No.555 Dongchuan Road, Legal Representative: YANG Weidong and (2) PARTY B: Qin Qiong Borrower (“ ID Card No:] [TRANSFER AGREEMENT Agreement PRC December 22, 2014 This Transfer Agreement (this “ (1) RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD. (“Reshuffle”) Legal Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC. Legal Representative: Yang Weidong (2) CHUANXIAN TECHNOLOGY (SHANGHAI) CO., LTD (“Chuanxian”) Legal Address: Room 02, Floor 2, Building Wu, No.555 Dongchuan Road,] [YOUKU TUDOU INC. ARTICLE 1 PURPOSE The purpose of the Youku Tudou Inc. 2014 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 the following terms are used in the Plan they shall have] [Youku Tudou Inc. Significant Subsidiaries 1Verge Internet Technology (Beijing) Co., Ltd., a PRC company Jet Brilliant Limited, a Hong Kong company Beiijng Jet Brilliant Advertising Co., Ltd., a PRC company Youku Video (Xi’an) Media Technology Co., Ltd., a PRC company Trade Lead Investments Ltd., a British Virgin Islands company Tudou Holdings Limited, a Cayman Islands company StarCloud Media Co., Limited,] [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 Tudou 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] [Certification by the Chief Financial Officer I, Michael Ge Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Youku Tudou 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 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 Victor Wing Cheung Koo Chief Executive Officer EX-13.1 26 a15-2907_1ex13d1.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. Michael Ge Xu Michael Ge Xu Chief Financial Officer EX-13.2 27 a15-2907_1ex13d2.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. 333-184093) pertaining to the Youku Tudou Inc. Share Incentive Plan and the Amended and Restated Tudou Holdings Limited 2010 Share Incentive Plan, and the Registration Statement (Form S-8 No. 333-171454) pertaining to the 2006 Stock Option Scheme and 2010] [April 28, 2015 Youku Tudou Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 The People’s Republic of China Ladies and Gentlemen, April 2015, and further consent to the incorporation by reference of the summaries of our opinions under these captions into Youku Tudou Inc.’s registration statements on Form S-8 (File No. 333-184093 and No. 333-171454) that was]