[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 Inc. N/A Cayman Islands (Jurisdiction of incorporation or organization) 11/F, SinoSteel Plaza 8 Haidian Street,] [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 #### and whose] [POWER OF ATTORNEY PRC 1Verge Internet Dongyang Tianshi , HU Qiong Operations Agreement I, LU Wen, a citizen of the People’s Republic of China (the “ I confirm and acknowledge that I authori zed and designated the Authorizee to vote on my beh alf at Dongyang Tianshi ‘ s shareholders’ meetings and to exercise full voting rights as a shareholder] [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: 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 OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) Youku.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 whose PRC] [Place of Incorporation Subsidiaries 1Verge Internet Technology (Beijing) Co., Ltd . PRC Jet Brilliant Limited Hong Kong Trade Lead Investments Limited British Virgin Islands Beijing Jet Brilliant Advertising Co., Ltd . PRC Youku Video (Xi’an) Media Tech Co., Ltd. PRC Variable Interest Entities 1Verge Information Technology (Beijing) Co., Ltd . PRC Jiaheyi Advertising (Beijing) Co., Ltd . PRC Zhejiang Dongyang] [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 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 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. April 10, 2012 Victor Wing Cheung Koo Chief Executive Officer EX-13.1 10 a12-4224_3ex13d1.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. April 10, 2012 Dele Liu Chief Financial Officer EX-13.2 11 a12-4224_3ex13d2.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. 333-171454) pertaining to the 2006 Stock Option Scheme and 2010 Share Incentive Plan of Youku Inc. of our reports dated April 10, 2012, with respect to the consolidated financial statements of Youku Inc. and the effectiveness of internal control] [[Letterhead of TransAsia Lawyers] April 10, 201 2 Youku Inc. 11/F, SinoSteel Plaza 8 Haidian Street, Haidian District Beijing 100080 The People’s Republic of China Ladies and Gentlemen, We consent to the reference to our firm under the heading “Risks Factors” in “Item 3: Key Information” in Youku Inc.’s Annual Report on Form 20-F for the year ended December 31,]