[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: Section D, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (2) PARTY B: ZHEJIANG DONGYANG TIANSHI MEDIA LIMITED. Legal Address: C3-015-A, Hengdian Television] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ (1) PLEDGEE: 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. Legal Address: Section A and C, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo and (2) PLEDGORS: LU WEN, a PRC citizen whose PRC identification number is 420111197001125521and whose residential] [POWER OF ATTORNEY PRC I, LU Wen, a citizen of the People’s Republic of China (the “ Authorizee “ to the extent permitted by the PRC Law, as my sole attorney to singly exercise, in the manner as approved by Youku Tudou Inc., Dongyang Tianshi 1Verge Information , HU Qiong Operations Agreement I confirm and acknowledge that I authori zed] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) Youku Tudou Inc, (Youku Cayman) a Cayman Islands exempted company (2) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. 1Verge Internet (“ Legal Address: Section D, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China Legal Representative: Victor Wing Cheung Koo (3) LU WEN , a PRC citizen] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this “ by and among the following parties: (1) PARTY A: RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD 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) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD PARTY B:] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (this “ (1) PLEDGEE: RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD Registered Address: Room 22301-1007, No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-technology Zone, Shanghai, PRC. Legal Representative: YANG Weidong and (2) PLEDGOR: Qin Qiong ID Card No: 310108197109214485 Address: Room 702, No 2, Lane 1220, Jiangning] [POWER OF ATTORNEY PRC I, Qin Qiong, citizen of the People’s Republic of China (the “ any individual WFOE appointed, in writing, by Reshuffle Technology (Shanghai) Co., Ltd. ( Authorizee (“ , in the manner as approved by Youku Tudou Inc., POA” the following powers and rights during the term of this Power of Attorney (“ Shanghai Quan Toodou Operations] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) YOUKU TUDOU INC. (“YOUKU Cayman”) (2) RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD. WFOE (“ (3) Qin Qiong Grantor , a PRC citizen whose PRC identification number is 310108197109214485, and whose residential address is Room 702, No 2, Lane 1220, Jiangning Road, Putuo District, Shanghai (“ (4) SHANGHAI QUAN TOODOU] [LOAN AGREEMENT Agreement PRC This Loan Agreement (this “ by and among the following parties : (1) RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD PARTY A: Lender (“ 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 and (2) Qin Qiong Borrower (“ ID Card No: 310108197109214485 Address:] [Equity Transfer Agreement (translated version) This Agreement is executed as of September 2, 2013 by and between: Transferor: Yu Zhou ID Card No.: 370203197209032018 (“Party A”) Transferee: Qin Qiong ID Card No.: 310108197109214485 (“Party B”) SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD (the “Target Company”) has a registered capital of RMB 150 million, of which Qin Qiong contributed] [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 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 16, 2014 Victor Wing Cheung Koo Victor Wing Cheung Koo Chief Executive Officer EX-13.1 15 a14-5549_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 16, 2014 Michael Ge Xu Michael Ge Xu Chief Financial Officer 1 EX-13.2 16 a14-5549_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 16, 2014 Youku Tudou Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 The People’s Republic of China Ladies and Gentlemen, Yours faithfully, EX-15.2 18 a14-5549_1ex15d2.htm EX-15.2]