- Amended Securities Registration (foreign private issuer) (F-4/A)

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TUDOU HOLDINGS LIMITED INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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As filed with the Securities and Exchange Commission on July 16, 2012.

Registration No. 333-180913

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 6 to
FORM F-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

YOUKU INC.
(Exact name of registrant as specified in its charter)

N/A
(Translation of registrant name into English)

11/F, SinoSteel Plaza
8 Haidian Street
Haidian District
Beijing 100080
People's Republic of China
(86-10) 5885-1881
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effective date of this registration statement.

             If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

             If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

             If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

CALCULATION OF REGISTRATION FEE

(1)

This registration statement relates to Class A ordinary shares, par value US$0.00001 per share (the "Youku Class A shares"), of Youku Inc. ("Youku," or the "registrant"), an exempted company with limited liability incorporated under the laws of the Cayman Islands, to be issued to holders of Class A ordinary shares and Class B ordinary shares, par value US$0.0001 per share (the "Tudou shares"), of Tudou Holdings Limited ("Tudou"), an exempted company with limited liability incorporated under the laws of the Cayman Islands, pursuant to the agreement and plan of merger, dated March 11, 2012 (the "Merger Agreement"), by and among Youku, Tudou and Two Merger Sub Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Youku. A separate registration statement on Form F-6 has previously been filed (Registration No. 333-170709) for the registration of the registrant's American depositary shares, each representing eighteen Youku Class A shares (the "Youku ADSs"), to be delivered in connection with the proposed Merger (as defined herein).

(2)

Represents the proposed maximum number of Youku Class A shares expected to be offered and sold in the U.S. registered offering and a portion of the Youku Class A shares that are to be offered and sold outside of the United States in the Regulation S offering that may be resold from time to time in the United States or to U.S. persons.

(3)

Estimated solely for the purpose of calculating the registration fee. The registration fee is required by Section 6(b) of the Securities Act of 1933, as amended ("the Securities Act") and computed pursuant to Rules 457(f) and 457(c) under the Securities Act. Pursuant to Rule 457(f) under the Securities Act, the proposed maximum aggregate offering price of the Youku Class A shares is equal to 120,252,677, the Aggregate Tudou Share Sum (as defined below), divided by four (being the number of Class B ordinary shares of Tudou represented by each of Tudou's American depositary shares (the "Tudou ADS"), and then multiplied by US$34.82, the average of the high and low prices of the Tudou ADSs trading on the NASDAQ Global Market on April 20, 2012. The "Aggregate Tudou Share Sum" means the estimated maximum number of Tudou shares which Youku will acquire from Tudou shareholders and Tudou ADS holders in exchange for Youku Class A shares and Youku ADSs, respectively, in the Merger, which includes (1) Tudou shares currently held by Tudou shareholders, (2) Tudou shares underlying outstanding Tudou ADS, and (3) Tudou shares underlying Tudou share options which may be exercised prior to the completion of the Merger.

              THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

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The information in this preliminary joint proxy statement/prospectus is not complete and may be changed. Youku Inc. may not sell these securities until the registration statement filed with the Securities and Exchange Commission, in which this preliminary joint proxy statement/prospectus is included, is declared effective. This preliminary joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

SUBJECT TO COMPLETION

Youku Inc.

and

Tudou Holdings Limited

PRELIMINARY JOINT PROXY STATEMENT

Youku Inc.

PRELIMINARY PROSPECTUS

Dear Shareholder:

           Youku Inc. ("Youku"), Tudou Holdings Limited ("Tudou") and Two Merger Sub Inc. ("Merger Sub"), a wholly owned subsidiary of Youku, have entered into an agreement and plan of merger (the "Merger Agreement") dated March 11, 2012 (such Merger Agreement being in the form attached as Appendix A to this joint proxy statement/prospectus). Pursuant to the Merger Agreement and a plan of merger attached as Annex A to the Merger Agreement (the "Plan of Merger"), Merger Sub will merge with and into Tudou (the "Merger"), with Tudou continuing as the surviving entity and as a wholly owned subsidiary of Youku. Following the Merger, Youku Inc. will be renamed as "Youku Tudou Inc.," and Tudou will cease to be a publicly traded company.

           If the Merger is completed, the merger consideration that Tudou shareholders and Tudou ADS holders will respectively receive in the Merger is as follows:

•

each outstanding Class A ordinary share of Tudou, par value US$0.0001 per share ("Tudou Class A share"), and each outstanding Class B ordinary share of Tudou, par value US$0.0001 per share ("Tudou Class B share" and, together with Tudou Class A shares, the "Tudou shares"), will be cancelled in consideration of the right to receive 7.177 (the "Share Exchange Ratio") Youku Class A ordinary shares, par value US$0.00001 per share ("Youku Class A shares") (such number of Youku Class A shares, the "Per Share Merger Consideration"); and



•

each outstanding Tudou American depositary share representing four Tudou Class B shares ("Tudou ADS") will be surrendered in consideration of the right to receive 1.595 (the "ADS Exchange Ratio") Youku American depositary shares, each representing 18 Youku Class A shares ("Youku ADS") (such number of Youku ADSs, the "Per ADS Merger Consideration" and together with the Per Share Merger Consideration, the "Merger Consideration");

provided that,

•

each Tudou share issued and outstanding that is (1) issued to the depositary and reserved for future grants under Tudou's share incentive plan or (2) repurchased and held by Tudou in treasury either in the form of Tudou shares or Tudou ADSs (collectively, the "Excluded Tudou Shares") shall be cancelled, shall no longer be issued or outstanding and shall cease to exist, and no consideration shall be delivered or deliverable in exchange; and



•

Tudou shareholders who have validly exercised their right to dissent from the Merger pursuant to Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) (the "Cayman Companies Law") and have not effectively withdrawn or lost their appraisal rights shall not be entitled to receive the consideration with respect to Tudou shares owned by such persons ("Dissenter Shares") and will instead receive the appraised or agreed value under the Cayman Companies Law.

           The Youku ADSs are listed on the New York Stock Exchange (the "NYSE") under the stock symbol "YOKU." The Tudou ADSs are listed on the NASDAQ Global Market (the "NASDAQ") under the stock symbol "TUDO." The closing price of a Youku ADS on the NYSE and a Tudou ADS on the NASDAQ was US$            and US$            , respectively, on            , 2012, the trading day immediately preceding the date of this joint proxy statement/prospectus, and US$25.01 and US$15.39, respectively, on March 9, 2012, the trading day immediately preceding the public announcement of the proposed Merger.

           The Merger cannot be completed unless the issuance of Youku Class A shares, including Youku Class A shares underlying Youku ADSs, as consideration for the Merger (the "Share Issuance") is authorized and approved by a resolution passed by an affirmative vote of Youku shareholders representing a majority of the aggregate voting power and an affirmative vote by holders of a majority of the total outstanding Youku Class A shares, in each case, at a shareholders meeting of Youku. In addition, the approval and adoption of a new Amended and Restated Memorandum of Association of Youku reflecting the change of Youku's legal name from "Youku Inc." to "Youku Tudou Inc." (the "Name Change") cannot be completed unless authorized and approved by a special resolution passed by an affirmative vote of at least two-thirds of such shareholders of Youku as, being entitled to do so, vote in person or by proxy as a single class at a shareholders meeting of Youku. Each Youku Class A share is entitled to one vote and each Youku Class B share is entitled to three votes. An annual general meeting of Youku will be held at                            , Hong Kong on                , 2012 at        (Hong Kong time) (the "Youku AGM"), where Youku shareholders will vote upon the resolutions to authorize and approve, among other things, the Share Issuance and the Name Change. Youku's board of directors (the "Youku Board") unanimously recommends that holders of Youku shares and Youku ADSs vote "FOR" the resolutions to authorize and approve the Share Issuance and the Name Change.

           In addition, the Merger cannot be completed unless the shareholders of Tudou authorize and approve the Merger Agreement, the Plan of Merger and the Merger by a special resolution passed by an affirmative vote of at least two-thirds of such shareholders of Tudou, as being entitled to do so, vote in person or by proxy as a single class at a shareholders meeting of Tudou. Each Tudou Class A share is entitled to four votes and each Tudou Class B share is entitled to one vote. An annual general meeting of Tudou will be held at                , on                 , 2012 at                (local time) (the "Tudou AGM"), where Tudou shareholders will vote upon the resolution to authorize and approve the Merger Agreement, the Plan of Merger and the Merger. Tudou's board of directors (the "Tudou Board") unanimously recommends that holders of Tudou shares and Tudou ADSs vote "FOR" the resolutions to authorize and approve the Merger Agreement, the Plan of Merger and the Merger.

           Certain principal shareholders of Youku have entered into voting agreements to vote all Youku shares and Youku ADSs beneficially owned by them in favor of, among other things, the resolution to authorize and approve the Share Issuance. As of June 30, 2012, approximately 68.6% of the aggregate voting power of Youku shares and 28.5% of the aggregate voting power of Youku Class A shares are subject to these voting agreements. In addition, certain principal shareholders of Tudou have entered into voting agreements to vote all Tudou shares and Tudou ADSs beneficially owned by them in favor of the resolutions to approve and authorize the Merger Agreement, the Plan of Merger and the Merger. As of June 30, 2012, approximately 55.1% of the total outstanding shares of Tudou and 64.2% of the voting power of Tudou are subject to these voting agreements. Please see the section entitled "The Voting Agreements" beginning on page 177 for more information.

           This joint proxy statement/prospectus provides the shareholders and ADS holders of Youku and Tudou with detailed information about the shareholder meetings and the Merger. You can also obtain information from publicly available documents filed with or furnished to the Securities and Exchange Commission (the "SEC") by Youku and Tudou. We encourage you to read this entire document carefully before voting. In particular, you should carefully consider the section entitled "Risk Factors" beginning on page 62.

           We look forward to the successful completion of the Merger.

            Neither the SEC nor any state securities regulator has approved or disapproved of the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offence.

           This joint proxy statement/prospectus is dated                        , 2012 and is expected to first be mailed to Tudou ADS holders and shareholders on or about                        , 2012.

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THE JOINT PROXY STATEMENT/PROSPECTUS INCORPORATES ADDITIONAL INFORMATION

        The joint proxy statement/prospectus incorporates important business and financial information about Youku from documents that Youku has filed with or furnished to the SEC, but that have not been included in this joint proxy statement/prospectus. Please see "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" on pages 275 and 276, respectively, for more details. This joint proxy statement/prospectus also refers to information about Tudou from documents that Tudou has filed with or furnished to the SEC, but that have not been included in or delivered with this proxy statement/prospectus.

        You can obtain any of the documents filed with or furnished to the SEC by Youku or Tudou at no cost from the SEC's website at www.sec.gov. You may also request copies of these documents, including documents incorporated by reference into this joint proxy statement/prospectus, at no cost by contacting either Youku or Tudou.

        Youku will provide you with copies of the documents it has filed with the SEC relating to Youku, without charge, upon written request to:

Ryan Cheung
Corporate Finance Director
Youku Inc.
11/F, SinoSteel Plaza
8 Haidian Street
Haidian District, Beijing 100080
People's Republic of China
Tel: (+86 10) 5885-1881 x6090
Email: ryan.cheung@youku.com

        Tudou will provide you with copies of the documents it has filed with the SEC relating to Tudou, without charge, upon written request to:

Michael Fu
Investor Relations Director
Tudou Holdings Limited
Building No. 6, X2 Creative Park
1238 Xietu Road, Xuhui District, Shanghai 200032
People's Republic of China
Tel: (+86 21) 5170-2375
Email: mfu@tudou.com

         In order for you to receive timely delivery of the documents in advance of the relevant shareholder meeting, you must request the documents no later than five business days prior to the relevant shareholder meeting, or                        , 2012.

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ABOUT THE JOINT PROXY STATEMENT/PROSPECTUS

        This document, which forms part of a registration statement on Form F-4 filed with the SEC by Youku (File No. 333-180913 ), constitutes a prospectus of Youku under Section 5 of the Securities Act with respect to the Youku Class A shares to be issued to Tudou shareholders and the Youku ADSs to be issued to Tudou ADS holders in the Merger pursuant to the Merger Agreement. This document is also (1) a notice of meeting and a proxy statement under Cayman Islands law with respect to the Youku AGM, at which Youku shareholders will be asked to consider and vote upon proposals to approve, among other things, the Share Issuance and the Name Change, and (2) a notice of meeting and a proxy statement under Cayman Islands law with respect to the Tudou AGM, at which Tudou shareholders will be asked to consider and vote upon a proposal to authorize and approve the Merger Agreement, the Plan of Merger, the Merger and certain related proposals.

        No person has been authorized to provide you with information that is different from what is contained in, or incorporated by reference into, this joint proxy statement/prospectus, and, if given or made, such information must not be relied upon as having been authorized. This joint proxy statement/prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any circumstances in which such offer or solicitation is unlawful. The distribution or possession of the joint proxy statement/prospectus in or from certain jurisdictions may be restricted by law. You should inform yourself about and observe any such restrictions, and neither Youku nor Tudou accepts any liability in relation to any such restrictions.

        Neither the distribution of this joint proxy statement/prospectus nor the issuance by Youku of Youku Class A shares or Youku ADSs in connection with the Merger shall, under any circumstances, create any implication that there has been no change in the affairs of Youku or Tudou since the date of this joint proxy statement/prospectus or that the information contained in this joint proxy statement/prospectus is correct as of any time subsequent to its date.

        Information contained in this joint proxy statement/prospectus regarding Youku has been provided by Youku and information contained in this joint proxy statement/prospectus regarding Tudou has been provided by Tudou.

        Unless otherwise indicated and except where the context otherwise requires, references in this joint proxy statement/prospectus to:

•

"China" or "PRC" refer to People's Republic of China, excluding, for the purpose of this joint proxy statement/prospectus only, Taiwan, Hong Kong and Macau;



•

"Tudou" refer to Tudou Holdings Limited, an exempted company with limited liability organized under the laws of the Cayman Islands, and, unless the context otherwise requires, its subsidiaries and consolidated affiliated entities;



•

"Youku" refer to Youku Inc., an exempted company with limited liability organized under the laws of the Cayman Islands, and, unless the context otherwise requires, its subsidiaries and consolidated affiliated entities; and



•

all references to "RMB" or "Renminbi" are to the legal currency of China, and all references to "$," "dollars," "US$" and "U.S. dollars" are to the legal currency of the United States.

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Youku Inc.

NOTICE OF ANNUAL GENERAL MEETING, INCLUDING CLASS MEETINGS, OF SHAREHOLDERS TO BE HELD ON                    , 2012

Dear Shareholder:

        NOTICE IS HEREBY GIVEN that an annual general meeting (the "Youku AGM") of Youku Inc. ("Youku") will be held at Suite 3206, The Centrium, 60 Wyndham Street, Central, Hong Kong on                        , 2012, beginning at        (Hong Kong time), and that class meetings of the holders of Class A ordinary shares of Youku, par value US$0.00001 per share ("Youku Class A shares") and Class B ordinary shares of Youku, par value US$0.00001 per share ("Youku Class B shares" and, together with the Youku Class A shares, the "Youku shares") will be held at the Youku AGM at Suite 3206, The Centrium, 60 Wyndham Street, Central, Hong Kong on                        , 2012, beginning at                        (Hong Kong time).

        Only holders of Youku Class A shares and Youku Class B shares of record on the close of business on                        , 2012 (New York City time) (the "Youku share record date") or their proxy holders are entitled to vote at the Youku AGM or any adjournment or postponements thereof. The chairman of Youku's board of directors has undertaken to demand poll voting at the Youku AGM and the Youku Class Meetings (as defined below). Accordingly, voting at the Youku AGM and the Youku Class Meetings will take place by poll voting, with each Youku Class A shareholder having one vote for each Youku Class A share and each Youku Class B shareholder having three votes for each Youku Class B share held as of the close of business on the Youku share record date.

        Holders of Youku Class A shares and holders of Youku Class B shares will vote as a single class on each of the resolutions outlined below. In addition, at the Youku AGM, there will be (1) a class meeting of Youku Class A shareholders wherein Youku Class A shareholders will vote as a separate class on the Share Issuance and the Class Vote Threshold Change (as each such term is defined below) (the "Youku Class A Shareholders Meeting"), and (2) a class meeting of Youku Class B shareholders wherein Youku Class B shareholders will vote as a separate class on the Voting Power Ratio Change (as defined below) (the "Youku Class B Shareholders Meeting" and, together with the Youku Class A Shareholders Meeting, the "Youku Class Meetings").

        At the Youku AGM, the following resolutions will be considered and voted upon:

•

RESOLVED , as an ordinary resolution and as an ordinary resolution of the Youku Class A shareholders:

THAT the issuance of Youku Class A shares, including Youku Class A shares underlying Youku American depositary shares (the "Share Issuance"), that constitute the consideration for the merger (the "Merger") pursuant to the agreement and plan of merger (the "Merger Agreement") dated March 11, 2012, by and among Youku, Tudou Holdings Limited ("Tudou"), an exempted company with limited liability incorporated under the laws of the Cayman Islands, and Two Merger Sub Inc. ("Merger Sub"), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Youku, be and hereby is authorized and approved;

•

RESOLVED , as a special resolution:

THAT a new Amended and Restated Memorandum of Association of Youku (the "New Memorandum") be and hereby is approved and adopted to change Youku's legal name (the "Name Change") from "Youku Inc." to "Youku Tudou Inc." upon the effectiveness of the Merger;

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•

RESOLVED , as a special resolution and as a special resolution of the Youku Class B shareholders:

THAT a new Amended and Restated Articles of Association of Youku (the "New Articles" and, together with the New Memorandum, the "New MA&A") be and hereby is approved and adopted to change all references to the voting power of Youku Class B shares from "each Class B Ordinary Share shall be entitled to three (3) votes on all matters subject to a vote at general meetings of the Company" in the currently effective Amended and Restated Articles of Association of the Company (the "Current Articles") to "each Class B Ordinary Share shall be entitled to four (4) votes on all matters subject to a vote at general meetings of the Company" (the "Voting Power Ratio Change");

•

RESOLVED , as a special resolution and as a special resolution of the Youku Class A shareholders:

THAT it be and hereby is authorized and approved that the lead sentence in the second paragraph in Article 6(c) of the Current Articles, which is "Notwithstanding any provision of these Articles to the contrary, the following matters are subject to the approval by the holders representing a majority of the aggregate voting power of the Company and also by the holders of a majority of the total outstanding Class A Ordinary Shares:", be replaced in its entirety with the following sentence in the same numbered article of the New Articles:

"Notwithstanding any provision of these Articles to the contrary, each of the following matters is subject to the approval by (x) the holders representing a majority of the aggregate voting power of the Company who attend the general meetings in person or by proxy, and (y) the holders representing a majority of the total outstanding Class A Ordinary Shares then held by Members who acquired shares of the Company prior to the completion of the Company's initial public offering in December 2010 and continue to hold a majority of such shares (either in the form of Class A Ordinary Shares or ADSs) through the record date for the general meeting and who attend the general meeting in person or by proxy:" (the "Class Vote Threshold Change"); and

•

RESOLVED , as an ordinary resolution:

THAT , in the event that there are insufficient proxies received at the time of the Youku AGM and Youku Class Meetings (as applicable) to authorize and approve the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change proposed at the Youku AGM and Youku Class Meetings (as applicable), the chairman of the Youku AGM and Youku Class Meetings (as applicable) be instructed to adjourn the Youku AGM and Youku Class Meetings (as applicable) in order to allow Youku to solicit additional proxies in favor of the authorization and approval of the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change.

        Except for the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change, the New MA&A is identical to Youku's currently effective Amended and Restated Memorandum and Articles of Association. Matters that require shareholders approval under Article 6(c) of the New MA&A will be the same as those under Youku's currently effective Amended and Restated Memorandum and Articles of Association. Such matters are: (1) a Change of Control Event (as defined below); (2) issuance of that number of Youku shares, or of securities convertible into or exercisable for that number of such shares, equal to or in excess of twenty percent (20%) of the number of all Youku shares outstanding immediately prior to the issuance of such shares or securities on an as-converted basis, if (x) such Youku shares are sold at a per share price less than the per share book or market value of the existing Youku shares or (y) such securities convertible into or exercisable for the shares have a per share conversion or exercise price less than the per share book or market value of the existing Youku shares; (3) election of director(s) to the board at an annual general meeting; and (4) issuance of Youku shares, or of securities convertible into or exercisable for Youku shares exceeding either 1% of the total outstanding Youku shares on an as-converted basis or 1% of the aggregate voting power outstanding before the issuance to a director, officer or substantial security

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holder of Youku on an individual basis. A "Change of Control Event" refers to (1) an amalgamation, arrangement or consolidation or scheme of arrangement (x) in which Youku is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which Youku is incorporated or (y) following which the holders of the voting securities of Youku do not continue to hold more than 50% of the combined voting power of the voting securities of the surviving entity, or (2) sale, transfer or other disposition of all or substantially all of the assets of Youku.

        After the closing of the Merger, the current total voting power of Youku Class B shares will be reduced significantly if no other changes are made. Youku Class B shares are primarily held by shareholders affiliated with Youku's management. Youku believes that it would be in the long-term interest of the company to align the interests of management with those of the company and therefore proposes to adopt the Voting Power Ratio Change and the Class Vote Threshold Change and the New Articles reflecting these changes.

        Youku has filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form F-4, which includes a preliminary prospectus of Youku relating to the Share Issuance and which also functions as a joint proxy statement of Youku and Tudou under Cayman Islands law (the "Joint Proxy Statement/Prospectus"). The Merger Agreement is in the form attached as Appendix A to the Joint Proxy Statement/Prospectus, which will be produced and made available for inspection at the Youku AGM. Pursuant to the Merger Agreement, Merger Sub will be merged with and into Tudou, with Tudou continuing as the surviving entity and as a wholly owned subsidiary of Youku.

        The Joint Proxy Statement/Prospectus can be viewed free of charge on the SEC's website at www.sec.gov. A physical copy of the Joint Proxy Statement/Prospectus can be mailed to you without charge upon written request to Youku Inc., 11/F, SinoSteel Plaza, 8 Haidian Street, Beijing 100080, People's Republic of China, or by contacting Ryan Cheung, Corporate Finance Director, Youku Inc., by telephone at (+86 10) 5885-1881 x6090, or email at ryan.cheung@youku.com. We urge you to read the entire Joint Proxy Statement/Prospectus carefully.

        If you own Youku ADSs on the close of business on                , 2012 (New York City time) (the "Youku ADS record date"), you cannot vote your ADSs at the Youku AGM or the Youku Class A Shareholders Meeting directly, but you may instruct Citibank, N.A. (the "Youku depositary"), as depositary under a deposit agreement, dated as of December 8, 2010, by and among Youku, the Youku depositary and all holders and beneficial owners of Youku ADSs issued thereunder (the "Youku Deposit Agreement"), as the holder of Youku Class A shares underlying Youku ADSs, how to vote the Youku Class A shares underlying your ADSs. The Youku depositary must receive such instructions no later than            a.m. (New York City time) on                , 2012 in order to vote the underlying Youku Class A shares at the Youku AGM and the Youku Class A Shareholders Meeting. Alternatively, you may vote at the Youku AGM and the Youku Class A Shareholders Meeting if you surrender your Youku ADSs to the Youku depositary, certify that you have not given, and will not give, directly or indirectly, voting instructions to the Youku depositary as to the Youku ADSs presented for cancellation, pay the Youku depositary's fees required for such surrender, provide instructions for the registration of the corresponding Youku Class A shares before           a.m. (New York City time) on                , 2012, and become a holder of Youku Class A shares by the close of business on                , 2012 (New York City time). In addition, if you hold your ADSs through a financial intermediary such as a broker, you must rely on the procedures of the financial intermediary through which you hold your Youku ADSs if you wish to vote at the Youku AGM or the Youku Class A Shareholders Meeting.

        After careful consideration, Youku's board of directors has unanimously (1) approved the Merger Agreement, the Plan of Merger, the Merger and the other transactions contemplated by the Merger Agreement, (2) directed that the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change be submitted to Youku shareholders for authorization and approval, and (3) recommended that Youku shareholders authorize and approve the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change. Accordingly, the Youku Board recommends that Youku shareholders vote "FOR" the resolutions to authorize and

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approve the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change.

        The Share Issuance must be authorized and approved by (1) an affirmative vote by holders of Youku shares representing a majority of the aggregate voting power at the Youku AGM and (2) an affirmative vote by holders of a majority of the total outstanding Youku Class A shares at the Youku Class A Shareholders Meeting which will take place at the Youku AGM. The Name Change must be authorized and approved by an affirmative vote of at least two-thirds of such shareholders of Youku as, being entitled to do so, vote in person or by proxy as a single class at the Youku AGM. The Voting Power Ratio Change must be authorized and approved by (1) an affirmative vote of at least two-thirds of such shareholders of Youku as, being entitled to do so, vote in person or by proxy as a single class at the Youku AGM, and by (2) an affirmative vote of at least two-thirds of such Youku Class B shareholders as, being entitled to do so, vote in person or by proxy as a single class at the Youku Class B Shareholders Meeting which will take place at the Youku AGM. The Class Vote Threshold Change must be authorized and approved by (1) an affirmative vote of at least two-thirds of such shareholders of Youku as, being entitled to do so, vote in person or by proxy as a single class at the Youku AGM, and by (2) an affirmative vote of at least two-thirds of such Youku Class A shareholders as, being entitled to do so, vote in person or by proxy as a single class at the Youku Class A Shareholders Meeting which will take place at the Youku AGM.

        Regardless of the number of Youku shares that you own, your vote is very important. Even if you plan to attend the Youku AGM or Youku Class Meetings in person, we request that you submit your proxy in accordance with the instructions set forth on the proxy card as promptly as possible. You should simply indicate on your proxy card how you want to vote, sign and date the proxy card, and mail the proxy card in the enclosed return envelope as soon as possible to ensure that it will be received by Youku no later than           a.m. on                , 2012 (New York City Time) so that your Youku shares will be represented and may be voted at the Youku AGM and/or Youku Class Meetings. If you receive more than one proxy card because you own Youku shares that are registered in different names, please vote all of your Youku shares shown on all of your proxy cards in accordance with the instructions set forth on the proxy card.

        Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the Youku AGM or the Youku Class Meetings and vote your Youku shares in person. Please note, however, that if your Youku shares are held of record by a broker, bank or other nominee and you wish to vote at the Youku AGM or the Youku Class Meetings in person, you must obtain from the record holder a proxy issued in your name. Unless a Class A shareholder indicates otherwise in his or her proxy card, the manner in which the Class A shareholder votes upon the resolutions at the Youku AGM to authorize and approve the Share Issuance and the Class Vote Threshold Change will be deemed to be the same manner in which such Class A shareholder votes upon the resolutions at the Youku Class A Shareholders Meeting to authorize and approve the Share Issuance and the Class Vote Threshold Change. Unless a Class B shareholder indicates otherwise in his or her proxy card, the manner in which the Class B shareholder votes upon the resolution at the Youku AGM to authorize and approve the Voting Power Ratio Change will be deemed to be the same manner in which such Class B shareholder votes upon the resolution at the Youku Class B Shareholders Meeting to authorize and approve the Voting Power Ratio Change.

        If you submit your proxy card without indicating how you wish to vote, (1) the Youku shares represented by your proxy card will be voted FOR the resolutions to authorize and approve the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change, (2) the Youku Class A shares represented by your proxy card will be voted FOR the resolutions to authorize and approve the Share Issuance and the Class Vote Threshold Change to be voted upon at the Youku Class A Shareholders Meeting, (3) the Youku Class B shares represented by your proxy card will be voted FOR the resolution to authorize and approve the Voting Power Ratio Change to be voted upon at the Youku Class B Shareholders Meeting, and (4) the Youku shares represented by your proxy card will be voted FOR the resolution that, in the event that there are insufficient proxies received at the time of the Youku AGM and Youku Class Meetings (as applicable) to authorize and approve the

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Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change proposed at the Youku AGM and Youku Class Meetings (as applicable), the chairman of the Youku AGM and Youku Class Meetings (as applicable) be instructed to adjourn the Youku AGM and Youku Class Meetings (as applicable) in order to allow Youku to solicit additional proxies in favor of the authorization and approval of the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change, unless you appoint a person other than the chairman of the meeting as proxy, in which case the Youku shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines. Further, if holders of Youku ADSs do not give voting instructions to the Youku depositary, they will be deemed to have instructed the Youku depositary to give a discretionary proxy to a person designated by Youku (the "Youku Designee") under the Youku Deposit Agreement, unless Youku informs the Youku depositary that (1) Youku does not wish such discretionary proxy to be given, (2) substantial opposition exists in respect of the contemplated Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change, or (3) the rights of holders of Youku shares may be materially adversely affected by the contemplated Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change. It is Youku's intention that the Youku Designee vote all such unvoted Youku Class A shares (1) FOR the resolutions to authorize and approve the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change at the Youku AGM, and (2) FOR any resolution to adjourn the Youku AGM and the Youku Class A Shareholders Meeting, if necessary.

        If you have any questions or need assistance in voting your Youku shares or Youku ADSs, please contact Ryan Cheung, Corporate Finance Director, Youku Inc., by telephone at (+86 10) 5885-1881 x6090, or email at ryan.cheung@youku.com.

Notes:

1.

If a Youku share is held jointly by two or more persons, the vote of the holder whose name appears first in the register of members of Youku who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote of the other joint holders.



2.

The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorized.



3.

A proxy need not be a member (registered shareholder) of Youku.



4.

The chairman of the meeting may at his discretion direct that a proxy card shall be deemed to have been duly deposited. A proxy card that is not deposited in the manner permitted shall be invalid.



5.

Votes given in accordance with the terms of a duly executed proxy card shall be valid notwithstanding the death or insanity of the principal prior to the Youku AGM or Youku Class Meetings or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Youku share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by Youku at Youku Inc., 11/F, SinoSteel Plaza, 8 Haidian Street, Beijing 100080, People's Republic of China, before the commencement of the Youku AGM or Youku Class Meetings, or adjourned meeting at which it is sought to use the proxy.

By Order of the Board of Directors,

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Tudou Holdings Limited

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON                        , 2012

Dear Shareholder:

        NOTICE IS HEREBY GIVEN that an annual general meeting (the "Tudou AGM") of Tudou Holdings Limited ("Tudou") will be held on                  , 2012, beginning at            local time at                   , People's Republic of China.

        Only holders of ordinary shares of Tudou, par value US$0.0001 per share ("Tudou shares"), of record on the close of business on                  , 2012 (New York City time) (the "Tudou share record date") or their proxy holders are entitled to vote at the Tudou AGM or any adjournment or postponements thereof. At the meeting, you will be asked to consider and vote upon the following resolutions:

•

RESOLVED , as a special resolution:

THAT (1) the agreement and plan of merger (the "Merger Agreement"), dated March 11, 2012, by and among Tudou, Youku Inc. ("Youku"), an exempted company with limited liability incorporated under the laws of the Cayman Islands, and Two Merger Sub Inc. ("Merger Sub"), an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Youku, (2) the plan of merger by and among Tudou, Youku and Merger Sub (the "Plan of Merger") (such Merger Agreement being in the form attached as Appendix A to the Joint Proxy Statement/Prospectus (as defined below) and such Plan of Merger being in the form attached as Annex A to the Merger Agreement, and each of which will also be produced and made available for inspection at the Tudou AGM), pursuant to which Merger Sub will merge with and into Tudou (the "Merger"), and (3) the Merger be and hereby are authorized and approved;

•

RESOLVED , as an ordinary resolution:

THAT, Messrs. Gary Wei Wang, Hany Nada, David M. Hand, Ted Tak-Tai Lee and Conor Chia-hung Yang (the "Tudou Directors") be and hereby are re-elected as the directors of Tudou (the "Re-election of Tudou Directors"); and

•

RESOLVED , as an ordinary resolution:

THAT, in the event that there are insufficient proxies received at the time of the Tudou AGM to authorize and approve the Merger Agreement, the Plan of Merger and the Merger or approve the Re-election of Tudou Directors proposed at the Tudou AGM, the chairman of the Tudou AGM be instructed to adjourn the Tudou AGM in order to allow Tudou to solicit additional proxies in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Merger and the approval of the Re-election of Tudou Directors.

        Youku has filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form F-4, which includes a prospectus of Youku relating to Youku shares and Youku ADSs to be offered as consideration in the Merger and which also functions as a joint proxy statement of Youku and Tudou under Cayman Islands law (the "Joint Proxy Statement/Prospectus"). The Merger Agreement is in the form attached as Appendix A to the Joint Proxy Statement/Prospectus. We urge you to read the entire Joint Proxy Statement/Prospectus carefully.

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        If you own Tudou ADSs on the close of business on                  , 2012 (New York City time) (the "Tudou ADS record date"), you cannot vote at the Tudou AGM directly, but you may instruct the Bank of New York Mellon (the "Tudou depositary"), as depositary under the deposit agreement, dated as of August 16, 2011, by and among Tudou, the Tudou depositary and all holders and beneficial owners of Tudou ADSs issued thereunder (the "Tudou Deposit Agreement"), as the holder of the Tudou shares underlying the ADSs, how to vote the Tudou shares underlying your ADSs. The Tudou depositary must receive such instructions no later than             a.m. New York City time on                  , 2012 in order to vote the underlying Tudou shares at the Tudou AGM. Alternatively, you may vote at the Tudou AGM if you surrender your Tudou ADSs to the Tudou depositary, pay the Tudou depositary's fees required for such surrender, provide instructions for the registration of the corresponding Tudou shares before             a.m. New York City time on                  , 2012, and become a holder of Tudou shares by the close of business on                   , 2012 (New York City time). In addition, if you hold your ADSs through a financial intermediary such as a broker, you must rely on the procedures of the financial intermediary through which you hold your Tudou ADSs if you wish to vote at the Tudou AGM.

        After careful consideration, Tudou's board of directors has unanimously approved the Merger Agreement and recommends that you vote (1) "FOR" the resolution to authorize and approve the Merger Agreement, the Plan of Merger, and the Merger (2) "FOR" the resolution to approve the Re-election of Tudou Directors, and (3) "FOR" the resolution to instruct the chairman of the Tudou AGM to adjourn the Tudou AGM in order to allow Tudou to solicit additional proxies in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Merger and the approval of the Re-election of Tudou Directors in the event that there are insufficient proxies received to authorize and approve the Merger Agreement, the Plan of Merger and the Merger or to approve the Re-election of Tudou Directors.

        In order for the Merger to be completed, the Merger Agreement, the Plan of Merger and the Merger must be authorized and approved by a special resolution of Tudou passed by an affirmative vote of at least two-thirds of such shareholders of Tudou as, being entitled to do so, vote in person or by proxy as a single class at the Tudou AGM.

        The Re-election of Tudou Directors must be approved by an ordinary resolution of Tudou passed by a majority of the votes cast by such shareholders of Tudou as, being entitled to do so, vote in person or by proxy as a single class at the Tudou AGM.

        Regardless of the number of Tudou shares that you own, your vote is very important. Even if you plan to attend the Tudou AGM in person, we request that you submit your proxy in accordance with the instructions set forth on the proxy card as promptly as possible. You should simply indicate on your proxy card how you want to vote, sign and date the proxy card, and mail the proxy card in the enclosed return envelope as soon as possible but in any event so that it is received by Tudou no later than             a.m. on                  , 2012 (New York City time). If you receive more than one proxy card because you own Tudou shares that are registered in different names, please vote all of your Tudou shares shown on all of your proxy cards in accordance with the instructions set forth on the proxy card.

        Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the Tudou AGM and vote your Tudou shares in person. Please note, however, that if your Tudou shares are held of record by a broker, bank or other nominee and you wish to vote at the Tudou AGM in person, you must obtain from the record holder a proxy issued in your name. If you submit your proxy card without indicating how you wish to vote, the Tudou shares represented by your proxy card will be voted (1) "FOR" the resolution to authorize and approve the Merger Agreement, the Plan of Merger, and the Merger (2) "FOR" the resolution to approve the Re-election of Tudou Directors, and (3) "FOR" the resolution to instruct the chairman of the Tudou AGM to adjourn the Tudou AGM in order to allow Tudou to solicit additional proxies in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Merger and the approval of the Re-election of Tudou Directors in the event that there are insufficient proxies received to authorize and approve the Merger Agreement, the Plan of Merger and the Merger or to approve

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the Re-election of Tudou Directors, unless you appoint a person other than the chairman of the meeting as proxy, in which case the Tudou shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines. Furthermore, if banks, brokers or other nominee holders of Tudou ADSs do not timely receive specific voting instructions from the beneficial owners of Tudou ADSs, they may, under the terms of Tudou Deposit Agreement, be deemed to have instructed the Tudou depositary to give a discretionary proxy to a person designated by Tudou (the "Tudou Designee"). Unless Tudou notifies the Tudou depositary that this provision will not apply, the Tudou Designee will receive a proxy from the Tudou depositary and will vote all such uninstructed Tudou Class B shares underlying Tudou ADSs FOR the authorization and approval of the Merger Agreement, the Plan of Merger and the Merger, FOR the approval of the Re-election of Tudou Directors and FOR any adjournment of the Tudou AGM.

        Shareholders who continue to hold their Tudou shares in their own name until the consummation of the Merger will have the right to seek appraisal and payment of the fair value of their Tudou shares if the Merger is completed, but only if they deliver to Tudou, before the vote is taken on the resolution to authorize and approve the Merger Agreement, the Plan of Merger and the Merger, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Companies Law for the exercise of appraisal rights, which is attached as Appendix E to the Joint Proxy Statement/Prospectus. The fair value of your Tudou shares as determined under that statute could be more than, the same as, or less than the merger consideration you would receive pursuant to the Merger Agreement if you did not exercise appraisal rights with respect to your Tudou shares.

         TUDOU ADS HOLDERS WILL NOT HAVE THE RIGHT TO SEEK APPRAISAL AND PAYMENT OF THE FAIR VALUE OF THE TUDOU SHARES UNDERLYING THEIR TUDOU ADSs. THE TUDOU DEPOSITARY WILL NOT ATTEMPT TO EXERCISE ANY APPRAISAL RIGHTS WITH RESPECT TO ANY OF THE TUDOU SHARES THAT IT HOLDS, EVEN IF A TUDOU ADS HOLDER REQUESTS THE TUDOU DEPOSITARY TO DO SO. TUDOU ADS HOLDERS WISHING TO EXERCISE APPRAISAL RIGHTS MUST SURRENDER THEIR TUDOU ADSs TO THE TUDOU DEPOSITARY, PAY THE TUDOU DEPOSITARY'S FEES REQUIRED FOR SUCH SURRENDER, PROVIDE INSTRUCTIONS FOR THE REGISTRATION OF THE CORRESPONDING TUDOU SHARES BEFORE             A.M. NEW YORK CITY TIME ON                  , 2012, AND BECOME HOLDERS OF TUDOU SHARES BY THE CLOSE OF BUSINESS ON                  , 2012 (NEW YORK CITY TIME). THEREAFTER, SUCH FORMER TUDOU ADS HOLDERS MUST COMPLY WITH THE PROCEDURES AND REQUIREMENTS FOR EXERCISING APPRAISAL RIGHTS WITH RESPECT TO THE TUDOU SHARES UNDER SECTION 238 OF THE CAYMAN COMPANIES LAW.

        PLEASE DO NOT SEND YOUR SHARE CERTIFICATES OR ADSs AT THIS TIME. IF THE MERGER IS COMPLETED, YOU WILL BE SENT INSTRUCTIONS REGARDING THE SURRENDER OF YOUR SHARE CERTIFICATES OR ADSs.

        If you have any questions or need assistance in voting your Tudou shares or Tudou ADSs, you can contact Michael Fu, Investor Relations Director, Tudou Holdings Limited, by telephone at (+86 21) 5170-2375, or email at mfu@tudou.com.

Notes:

1.

If a Tudou share is held jointly by two or more persons, the vote of the holder whose name appears first in the register of members of Tudou who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote of the other joint holders.



2.

The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorized.



3.

A proxy need not be a member (registered shareholder) of Tudou.

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4.

The chairman of the meeting may at his discretion direct that a proxy card shall be deemed to have been duly deposited. A proxy card that is not deposited in the manner permitted shall be invalid.



5.

Votes given in accordance with the terms of a duly executed proxy card shall be valid notwithstanding the death or insanity of the principal prior to the Tudou AGM or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Tudou share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by Tudou at Investor Relations, Tudou Holdings Limited, Building No. 6, X2 Creative Park, 1238 Xietu Road, Xuhui District, Shanghai 200032, People's Republic of China before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.

By Order of the Board of Directors,

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE ANNUAL GENERAL
MEETINGS OF YOUKU AND TUDOU

         The following are some questions that you may have regarding the Merger, Youku AGM and/or Tudou AGM and brief answers to those questions. Youku and Tudou urge you to read carefully the entire joint proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Merger, Youku AGM and Tudou AGM. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus. Please see "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" on pages 275 and 276, respectively.

Q:

What is this document?

A:

Youku has agreed to acquire all of the outstanding Tudou shares and Tudou ADSs pursuant to the terms of the Merger Agreement and the Plan of Merger that are described in this joint proxy statement/prospectus. A copy of the Merger Agreement is attached to this joint proxy statement/prospectus as Appendix A, and the form of the Plan of Merger is attached as Annex A to the Merger Agreement. In order to complete the Merger, Youku shareholders must vote to authorize and approve the Share Issuance, and Tudou shareholders must vote to authorize and approve the Merger Agreement, the Plan of Merger and the Merger. Youku and Tudou are holding their respective annual general meetings of shareholders to obtain these required shareholder approvals. This joint proxy statement/prospectus contains important information about Youku, Tudou, the Merger, the Youku AGM, the Tudou AGM and other background information so that you can make an informed investment decision, and you should read this information carefully.

This joint proxy statement/prospectus is (1) a proxy statement for Youku under Cayman Islands law because the Youku Board is soliciting proxies from Youku shareholders, (2) a proxy statement for Tudou under Cayman Islands law because the Tudou Board is soliciting proxies from Tudou shareholders, and (3) a prospectus of Youku with respect to the Youku shares to be issued to Tudou shareholders and the Youku ADSs to be issued to Tudou ADS holders in the Merger pursuant to the Merger Agreement.

Q:

Why did I receive the AGM notice and voting materials?

A:

Youku shareholders and ADS holders received the Notice of Youku AGM and voting materials and were directed to this document because such Youku shareholders owned Youku shares as of the Youku share record date and such Youku ADS holders owned Youku ADSs as of the Youku ADS record date. Tudou shareholders and ADS holders received the Notice of Tudou AGM and voting materials (including this joint proxy statement/prospectus) because such Tudou shareholders owned Tudou shares as of the Tudou share record date and such Tudou ADS holders owned Tudou ADSs as of the Tudou ADS record date.

If you are a Youku shareholder, the proxy card for the Youku AGM and Youku Class Meetings (as defined on page 8 of this joint proxy statement/prospectus) which was mailed to you allows you to vote your Youku shares without attending the Youku AGM and Youku Class Meetings in person, and if you are a Youku ADS holder, the ADS Voting instruction card which was mailed to you allows you to vote your Youku ADSs without needing to convert your Youku ADSs into Youku shares and attending the Youku AGM and Youku Class A Shareholders Meeting (as defined on page 8 of this joint proxy statement/prospectus) in person.

If you are a Tudou shareholder, the proxy card for the Tudou AGM which was mailed to you allows you to vote your Tudou shares without attending the Tudou AGM in person, and if you are a Tudou ADS holder, the ADS Voting instruction card which was mailed to you allows you to vote

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your Tudou ADSs without needing to convert your Tudou ADSs into Tudou shares and attending the Tudou AGM in person.

Questions and Answers Relating to the Merger

Q:

What is the Merger?

A:

Once the closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub will merge with and into Tudou, with Tudou continuing as the surviving company after the Merger and as a wholly-owned subsidiary of Youku. As a result of the Merger, the Tudou ADSs will no longer be listed on the NASDAQ, Tudou will cease to be a publicly-traded company, the Tudou ADSs and the underlying Tudou shares will be deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Tudou ADS program will terminate.

Q:

What will a holder of Tudou shares or Tudou ADSs receive in the Merger?

A:

As described in more detail under "The Merger Agreement and Plan of Merger—Merger Consideration," at the effective time of the Merger, (1) each outstanding Tudou share will be converted into the right to receive 7.177 Youku Class A shares, and (2) each outstanding Tudou ADS will be converted into the right to receive 1.595 Youku ADS; provided that the Excluded Tudou Shares shall be cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor, and the Dissenter Shares will be cancelled for the appraised or agreed value under the Cayman Companies Law.

If Tudou shareholders validly exercise and have not effectively withdrawn or lost their appraisal rights under Section 238 of the Cayman Companies Law with respect to the Merger, such Tudou shareholders would not receive the Merger Consideration as set forth in the Merger Agreement in the event that the Merger is consummated, and would instead receive the value of each Tudou share appraised or agreed pursuant to the Cayman Companies Law. For more information on appraisal rights, please see the question "Am I entitled to appraisal rights?" below and its answer. Youku shareholders and ADS holders are not entitled to appraisal rights.

Q:

If the Merger is completed, will the Youku ADSs to be delivered under the Merger Agreement be "listed" for trading?

A:

Yes. Youku ADSs are listed on the NYSE under the symbol "YOKU." It is a condition to completion of the Merger that the Youku ADSs to be delivered to Tudou ADS holders in connection with the Merger be approved for listing on the NYSE, subject to official notice of issuance.

Q:

When do you expect the Merger to be completed?

A:

Youku and Tudou are working toward completing the Merger as quickly as possible and currently expect the Merger to close in the third quarter of 2012. In order to complete the Merger, Youku must obtain shareholder authorization and approval of the Share Issuance at the Youku AGM, Tudou must obtain shareholder authorization and approval of the Merger Agreement, the Plan of Merger and the Merger at the Tudou AGM, and the other closing conditions under the Merger Agreement must be satisfied or waived in accordance with the terms of the Merger Agreement.

Q:

Are there any risks in the Merger that I should consider?

A:

Yes. There are risks associated with all business combinations, including the Merger. These risks are discussed in more detail in the section entitled "Risk Factors" beginning on page 62.

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Q:

What happens if the Merger is not completed?

A:

If the Merger is not completed for any reason, including but not limited to Tudou shareholders not authorizing and approving the Merger Agreement, the Plan of Merger and the Merger or Youku shareholders not authorizing and approving the Share Issuance, then Tudou shareholders and ADS holders will not receive any payment for their respective Tudou shares and Tudou ADSs pursuant to the Merger Agreement nor will any holders of Tudou share options receive Youku share options pursuant to the Merger Agreement. In addition, Tudou will remain a publicly traded company. The Tudou ADSs will continue to be listed and traded on the NASDAQ, provided that Tudou continues to meet the NASDAQ's listing requirements. In addition, Tudou will remain subject to SEC reporting obligations. Therefore, Tudou shareholders and ADS holders will continue to be subject to similar risks and opportunities as they currently are with respect to their ownership of Tudou shares and Tudou ADSs. Further, a failure to timely complete the proposed Merger could disrupt Youku's and Tudou's business plans and operations and have a material adverse effect on the trading price of each company's ADSs. See "Failure to timely complete the proposed Merger could disrupt Youku's and Tudou's business plans and operations and have a material adverse effect on the trading price of each company's ADSs" on page 63 for more information.

Under specified circumstances in which the Merger Agreement is terminated, Tudou may be required to pay Youku a termination fee of US$100.0 million, which is the sole and exclusive remedy of Youku related parties against Tudou related parties for any loss or damage incurred as a result of any matters forming the basis for termination of the Merger Agreement. Under specified circumstances in which the Merger Agreement is terminated, Youku may be required to pay Tudou a termination fee of US$100.0 million. In the event that the Merger Agreement is terminated by Youku or Tudou due to Youku's shareholders not having authorized and approved the Share Issuance, Youku may be required to pay Tudou a termination fee of US$10.0 million. Tudou's receipt of either the US$100.0 million termination fee or the US$10.0 million termination fee, as applicable, is the sole and exclusive remedy of Tudou related parties against Youku related parties for any loss or damage incurred as a result of any matters forming the basis for termination of the Merger Agreement. For more information, see "The Merger Agreement and Plan of Merger—Termination Fees" beginning on page 174.

Q:

Can the value of the Merger Consideration to be received by holders of Tudou shares or Tudou ADSs change between now and the time the Merger is completed?

A:

The value of the Per Share Merger Consideration to be delivered to Tudou shareholders and the Per ADS Merger Consideration to be delivered to Tudou ADS holders, respectively, under the Merger Agreement will fluctuate based on the trading price for Youku ADSs on the NYSE. Regardless of the trading price of Youku's ADSs on the NYSE on the effective date of the Merger, Tudou shareholders will receive 7.177 Youku Class A shares for each Tudou share that they own and Tudou ADS holders will receive 1.595 Youku ADS for each Tudou ADS that they own as of the effective date of the Merger. The market value of the Youku Class A shares and Youku ADSs that Tudou shareholders and Tudou ADS holders will respectively receive in the Merger will increase or decrease as the trading price of Youku ADSs increases or decreases, and may be different at the time the Merger is completed than it was at the time the Merger Agreement was signed or will be at the time of the Tudou AGM or the time of the Youku AGM. Please see the section headed "Risk Factors" for more information on the risks involved in investing in Youku shares and Youku ADSs.

As of July 13, 2012, the closing price of Youku ADSs on the NYSE was US$18.92 per ADS. Tudou shareholders are urged to obtain current trading prices for Youku ADSs on the website of the NYSE at http://www.nyse.com/ before voting. This website is not incorporated by reference in this joint proxy statement/prospectus.

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Q:

What are the material tax consequences of the Merger to Tudou shareholders and Tudou ADS holders?

A:

Please see "The Merger—Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 147 for a summary of the material U.S. federal income tax consequences of the Merger, "The Merger—Material PRC Income Tax Consequences of the Merger" beginning on page 151 for a summary of the material PRC income tax consequences of the Merger, and "The Merger—Material Cayman Islands Tax Consequences of the Merger" beginning on page 153 for a summary of the material Cayman Islands tax consequences of the Merger. You are urged to consult with your own tax advisor for a full understanding of how the Merger will affect your U.S. federal, state, local, foreign and other taxes.

Q:

How will Tudou's share options be treated in the Merger?

A:

Each Tudou share option that is outstanding immediately prior to the effective time, whether vested or unvested, shall, at the effective time of the Merger, be assumed by Youku and be replaced by Youku with a Youku share option. Each such Youku share option shall be exercisable for that number of whole Youku Class A shares (rounded down to the nearest whole share) equal to the product of (x) the total number of Tudou shares subject to such Tudou share option and (y) 7.177, at an exercise price per Youku Class A share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of the Tudou share option by (y) 7.177. Each such Youku share option shall continue to have, and shall be subject to, the same terms and conditions as applied to the Tudou share option immediately prior to the effective time (but taking into account any changes thereto provided for in the Tudou share incentive plan, any award agreement, or any other contract or agreement, including by reason of the Merger Agreement or the transactions contemplated thereby). In addition, Tudou may consider the immediate vesting upon the closing of the Merger of the Tudou share options held by certain directors and officers of Tudou, including Mr. Gary Wei Wang, chairman of the Tudou Board and Tudou's chief executive officer, in which case such Tudou share options shall become fully vested and exercisable upon the closing of the Merger.

For more information on the treatment of Tudou share options in the Merger, see "The Merger Agreement and Plan of Merger—Treatment of Tudou Share Options."

Q:

After the Merger is completed, how will I receive the Merger Consideration for my Tudou shares?

A:

Within five business days after the effective time of the Merger, an exchange agent appointed by Youku (subjet to Tudou's prior approval) will mail to each registered holder of the Tudou shares (other than the Tudou depositary and holders of Excluded Tudou Shares and Dissenter Shares) (1) a form of letter of transmittal specifying how the delivery of the Merger Consideration to registered holders of the Tudou shares will be effected and (2) instructions for effecting the surrender of share certificates in exchange for the applicable Merger Consideration. Upon surrender of a share certificate or a declaration of loss or non-receipt, each registered holder of Tudou shares will receive the Per Share Merger Consideration for each Tudou share cancelled multipled by the number of Tudou shares held by such holder.

Q:

After the Merger is completed, how will I receive the Merger Consideration for my Tudou ADSs?

A:

Within five business days after the effective time of the Merger, the surviving company and the exchange agent will mail to the Tudou depositary (1) a form of letter of transmittal specifying how the delivery of the Merger Consideration to the Tudou depositary will be effected and (2) instructions for effecting the surrender of all certificates representing shares in the form of Tudou ADSs. The Tudou depositary will be entitled to receive the Per ADS Merger Consideration, without interest, for each Tudou ADS that has been issued (other than those Tudou ADSs issued

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to the Tudou depositary and reserved for future grants under the Tudou share incentive plan) (the "Aggregate ADS Payment"), provided that the Tudou depositary will be required to surrender such certificates it holds to the exchange agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and the certificates so surrendered will forthwith be cancelled.

Within five business days following the payment of the Aggregate ADS Payment, the surviving company and the exchange agent will cause the Tudou depositary to mail to each registered holder of Tudou ADSs (other than holders of Excluded Tudou Shares) (1) a form of letter of transmittal specifying how the delivery of the Merger Consideration to the registered holders of the Tudou ADSs will be effected and (2) instructions for effecting the surrender of Tudou ADSs. Each holder registered on the ADS register at the effective time shall be entitled to receive the Per ADS Merger Consideration for each Tudou ADS multiplied by the number of Tudou ADSs held by such holder, provided that each holder shall be required to (1) surrender such ADSs to the Tudou depositary together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, (2) pay the Tudou depositary's fee of 5¢ per Tudou ADS, and (3) pay to the Youku depositary an ADS issuance fee of 5¢ per Youku ADS to be issued (which equals to 7.975¢ per Tudou ADS, or US$79.75 for every 1,000 Tudou ADSs, surrendered to the Tudou depositary in exchange for Youku ADSs). The ADSs so surrendered to the Tudou depositary shall forthwith be cancelled pursuant to the deposit agreement, dated as of August 16, 2011 (the "Tudou Deposit Agreement"), by and among Tudou, The Bank of New York Mellon (the "Tudou depositary"), and all holders and beneficial owners of Tudou ADSs issued thereunder. Each ADR in respect of such cancelled Tudou ADS shall be deemed at any time after the effective time to represent only the right to receive the Per ADS Merger Consideration upon the terms described herein.

If your Tudou ADSs are held in "street name" by your broker, bank or other nominee, you will not be required to take any action to receive the Per ADS Merger Consideration as the Tudou depositary will arrange for the surrender of the Tudou ADSs and the remittance of the Per ADS Merger Consideration with The Depository Trust Company (the clearance and settlement system for the Tudou ADSs) for distribution to your broker, bank or other nominee on your behalf. If you have any questions concerning the receipt of the Per ADS Merger Consideration, please contact your broker, bank or other nominee.

Q:

When will I receive the Merger Consideration for my Tudou shares or Tudou ADSs?

A:

Assuming the Merger is completed, registered holders of Tudou shares will receive the Per Share Merger Consideration as soon as practicable following their compliance with the instructions set forth in the letter of transmittal received from the exchange agent, including the surrender of share certificates.

Assuming the Merger is completed, registered holders of Tudou ADSs will receive the Per ADS Merger Consideration as soon as practicable following their compliance with the instructions set forth in the letter of transmittal received from the Tudou depositary, including the surrender of ADRs evidencing Tudou ADSs.

Q:

Will I receive fractional interests in Youku Class A shares or Youku ADSs for my Tudou shares or Tudou ADSs?

A:

No fractional Youku Class A shares or Youku ADSs will be issued as Merger Consideration. The exchange agent will receive Youku Class A shares and the Tudou depositary will receive Youku ADS that are not used for exchange in the Merger because of the existence of fractional Youku Class A shares or Youku ADSs, and the exchange agent or the Tudou depositary will sell such

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securities on behalf of the holders of fractional Youku ADSs on the NYSE and pass on the proceeds due and payable to such holders of the Tudou ADSs in cash.

If you are a beneficial owner of Tudou ADSs and your Tudou ADSs are held in "street name" by a broker, bank or other nominee, you should consult with your broker, bank or other nominee as to whether or not you may receive fractional interests in Youku ADSs.

Q:

Will I have to pay brokerage commissions or depositary fees for my Tudou shares or Tudou ADSs?

A:

You will not have to pay brokerage commissions as a result of the exchange of your Tudou shares for Youku Class A shares in the Merger if your Tudou shares are registered in your name in the Tudou share register. In the event that the Tudou ADSs are surrendered, the holder thereof will be required to pay to the Tudou depositary a cancellation fee of 5¢ per Tudou ADS surrendered, and the registered holders of Tudou ADSs shall pay such ADS cancellation fee for each Tudou ADS that Youku acquires from him or her in the Merger. In addition, each Tudou ADS holder will be required to pay to the Youku depositary an ADS issuance fee of 5¢ per Youku ADS to be issued, which equals to 7.975¢ per Tudou ADS, or US$79.75 for every 1,000 Tudou ADSs, surrendered to the Tudou depositary in exchange for Youku ADSs. If your Tudou ADSs are held through a bank, broker or other nominee, you should consult with them as to whether or not they charge any transaction fee or service charges in connection with the Merger.

Q:

What is an American depositary share (ADS) and American depositary receipt (ADR)?

A:

An American depositary share ("ADS") is an ownership interest in the securities of a non-U.S. company deposited at a custodian bank, as agent of the depositary. ADS holders hold their ADSs either directly or indirectly through a broker or other financial institution. If you hold ADSs directly, either represented by ADSs in book-entry form on the depositary's direct registration system or represented by American depositary receipts ("ADRs") that you hold in certificated form, you are an ADR holder. Citibank, N.A. is the depositary of Youku's ADS program, and the Bank of New York Mellon is the depositary of Tudou's ADS program.

Each Youku ADS represents 18 Youku Class A shares and each Tudou ADS represents four Tudou Class B shares. For a comparison of the material differences between the rights of Tudou ADS holders and the rights of Youku ADS holders under the respective deposit agreement, please see "Comparison of Rights of Holders of Youku Securities and Tudou Securities—Comparison of Rights of Youku and Tudou American Depositary Share Holders" beginning on page 261.

Questions and Answers Relating to the Youku AGM and Youku Class Meetings

Q:

When and where will the Youku AGM and Youku Class Meetings be held?

A:

The Youku AGM and Youku Class Meetings will take place on        , 2012, beginning at        Hong Kong time at Suite 3206, The Centrium, 60 Wyndham Street, Central, Hong Kong.

Q:

What matters will be voted on at the Youku AGM and Youku Class Meetings?

A:

Youku shareholders will be asked to consider and vote on the following matters:

•

as an ordinary resolution to be approved by the holders of Youku shares representing a majority of the aggregate voting power of Youku and by the holders of a majority of the total outstanding Youku Class A shares, to authorize and approve the Share Issuance that constitutes the consideration for the Merger pursuant to the Merger Agreement;

•

as a special resolution, to approve and adopt a new Amended and Restated Memorandum of Association of Youku (the "New Youku Memorandum") to reflect the Name Change of Youku's legal name from "Youku Inc." to "Youku Tudou Inc." upon the effectiveness of the Merger;

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•

as a special resolution and as a special resolution of the Youku Class B shareholders, to authorize and approve a new Amended and Restated Articles of Association of Youku (the "New Youku Articles" and, together with the New Youku Memorandum, the "New Youku MA&A") to change all references to the voting power of Youku Class B shares from "each Class B Ordinary Share shall be entitled to three (3) votes on all matters subject to a vote at general meetings of the Company" in the currently effective Amended and Restated Articles of Association of Youku (the "Current Youku Articles") to "each Class B Ordinary Share shall be entitled to four (4) votes on all matters subject to a vote at general meetings of the Company" (the "Voting Power Ratio Change");



•

as a special resolution and as a special resolution of the Youku Class A shareholders, to authorize and approve that the lead sentence in the second paragraph in Article 6(c) of the Current Youku Articles, which is "Notwithstanding any provision of these Articles to the contrary, the following matters are subject to the approval by the holders representing a majority of the aggregate voting power of the Company and also by the holders of a majority of the total outstanding Class A Ordinary Shares:", be replaced in its entirety with the following sentence in the same numbered article of the New Youku Articles:

"Notwithstanding any provision of these Articles to the contrary, each of the following matters is subject to the approval by (x) the holders representing a majority of the aggregate voting power of the Company who attend the general meetings in person or by proxy, and (y) the holders representing a majority of the total outstanding Class A Ordinary Shares then held by Members who acquired shares of the Company prior to the completion of the Company's initial public offering in December 2010 and continue to hold a majority of such shares (either in the form of Class A Ordinary Shares or ADSs) through the record date for the general meeting and who attend the general meeting in person or by proxy:" (the "Class Vote Threshold Change"); and

•

as an ordinary resolution, that in the event there are insufficient proxies received at the time of the Youku AGM and Youku Class Meetings (as applicable) to authorize and approve the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change proposed at the Youku AGM and Youku Class Meetings (as applicable), the chairman of the Youku AGM and Youku Class Meetings (as applicable) be instructed to adjourn the Youku AGM and Youku Class Meetings (as applicable) in order to allow Youku to solicit additional proxies in favor of the authorization and approval of the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change.

Except for the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change, the New Youku MA&A is identical to Youku's currently effective Amended and Restated Memorandum and Articles of Association. Matters that require shareholders approval under Article 6(c) of the New MA&A will be the same as those under Youku's currently effective Amended and Restated Memorandum and Articles of Association, a form of which was filed as Exhibit 3.2 of Amendment No. 2 to Youku's F-1 registration statement (File No. 333-170603) dated November 19, 2010. Such matters are: (1) a Change of Control Event (as defined below); (2) issuance of that number of Youku shares, or of securities convertible into or exercisable for that number of such shares, equal to or in excess of twenty percent (20%) of the number of all Youku shares outstanding immediately prior to the issuance of such shares or securities on an as-converted basis, if (x) such Youku shares are sold at a per share price less than the per share book or market value of the existing Youku shares or (y) such securities convertible into or exercisable for the shares have a per share conversion or exercise price less than the per share book or market value of the existing Youku shares; (3) election of director(s) to the board at an annual general meeting; and (4) issuance of Youku shares, or of securities convertible into or exercisable for Youku shares exceeding either 1% of the total outstanding Youku shares on an

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as-converted basis or 1% of the aggregate voting power outstanding before the issuance to a director, officer or substantial security holder of Youku on an individual basis. A "Change of Control Event" refers to (1) an amalgamation, arrangement or consolidation or scheme of arrangement (x) in which Youku is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which Youku is incorporated or (y) following which the holders of the voting securities of Youku do not continue to hold more than 50% of the combined voting power of the voting securities of the surviving entity, or (2) sale, transfer or other disposition of all or substantially all of the assets of Youku.

Holders of Youku Class A shares and holders of Youku Class B shares will vote as a single class on each of the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change. In addition, at the Youku AGM, there will be (1) a class meeting of Youku Class A shareholders wherein Youku Class A shareholders will vote as a separate class on the Share Issuance and the Class Vote Threshold Change (the "Youku Class A Shareholders Meeting"), and (2) a class meeting of Youku Class B shareholders wherein Youku Class B shareholders will vote as a separate class on the Voting Power Ratio Change (the "Youku Class B Shareholders Meeting" and, together with the Youku Class A Shareholders Meeting, the "Youku Class Meetings").

Q:

Why has Youku proposed to adopt the Voting Power Ratio Change and the Class Vote Threshold Change?

A:

After the closing of the Merger, the current total voting power of Youku Class B shares will be reduced significantly if no other changes are made. Youku Class B shares are primarily held by shareholders affiliated with Youku's management. Youku believes that it would be in the long-term interest of the company to align the interests of management with those of the company and therefore proposes to adopt the Voting Power Ratio Change and the Class Vote Threshold Change and New Youku Articles reflecting these changes.

Q:

What's the potential impact of the Voting Power Ratio Change and the Class Vote Threshold Change?

A:

If the Voting Power Ratio Change is approved by Youku's shareholders, holders of Youku's Class B shares will hold approximately 53% of Youku's total voting power in aggregate immediately upon the closing of the Merger, calculated based on the number of outstanding shares of Youku and Tudou as of June 30, 2012. Without such Voting Power Ratio Change, holders of Youku Class B shares would hold approximately 46% of Youku's total voting power in aggregate immediately upon the closing of the Merger.

The approval of the Voting Power Ratio Change and the Class Vote Threshold Change will result in holders of Youku Class B shares, who are primarily Youku's management and affiliates, having greater voting power and influence in Youku after the Merger, which would not otherwise be the case given the dilutive effect to their voting power as a result of the Share Issuance in connection with the Merger. The increased voting power and influence of holders of Youku Class B shares may have anti-takeover effects and may also impact Youku's ADS trading price.

Q:

What vote of Youku shareholders is required to approve the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change?

A:

The Share Issuance cannot be completed unless it is authorized and approved by (1) a resolution passed by an affirmative vote by holders of Youku shares representing a majority of the aggregate voting power at the Youku AGM and (2) a resolution passed by an affirmative vote by holders of a majority of the total outstanding Youku Class A shares at the Youku Class A Shareholders Meeting. The Name Change cannot be completed unless it is authorized and approved by a special

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resolution passed by an affirmative vote of at least two-thirds of such shareholders of Youku as, being entitled to do so, vote in person or by proxy as a single class at the Youku AGM. The Voting Power Ratio Change must be authorized and approved by (1) an affirmative vote of at least two-thirds of such shareholders of Youku as, being entitled to do so, vote in person or by proxy as a single class at the Youku AGM, and by (2) an affirmative vote of at least two-thirds of such Youku Class B shareholders as, being entitled to do so, vote in person or by proxy as a single class at the Youku Class B Shareholders Meeting which will take place at the Youku AGM. The Class Vote Threshold Change must be authorized and approved by (1) an affirmative vote of at least two-thirds of such shareholders of Youku as, being entitled to do so, vote in person or by proxy as a single class at the Youku AGM, and by (2) an affirmative vote of at least two-thirds of such Youku Class A shareholders as, being entitled to do so, vote in person or by proxy as a single class at the Youku Class A Shareholders Meeting which will take place at the Youku AGM. Each Youku Class A share is entitled to one vote and each Youku Class B share is entitled to three votes.

As an inducement for Tudou to enter into the Merger Agreement, certain principal shareholders of Youku entered into voting agreements to vote all Youku shares and Youku ADSs beneficially owned by them in favor of, among other things, the resolution to authorize and approve the Share Issuance. As of June 30, 2012, an aggregate of 409,581,285 Youku Class A shares and 645,023,149 Youku Class B shares, constituting approximately 50.3% of the total outstanding Youku shares, approximately 68.6% of the aggregate voting power of Youku shares and 28.5% of the aggregate voting power of Youku Class A shares, are subject to these voting agreements. Please see "The Voting Agreement—Voting Agreements between Tudou and Certain Youku Shareholders" for more information.

In addition, as of June 30, 2012, excluding Youku share options granted to them, Youku directors and executive officers who are not subject to the voting agreements as a group beneficially owned an aggregate of 18,250,000 Youku Class B ordinary shares, constituting approximately 0.9% of the total outstanding Youku shares and approximately 1.6% of the aggregate voting power of Youku shares. They did not own any Youku Class A shares. Youku expects that the directors and executive officers of Youku not subject to the Tudou Voting Agreement will vote all of the Youku shares they beneficially own in favor of the resolutions to authorize and approve the Share Issuance and Name Change because they believe that the Share Issuance and the Name Change are in the best interests of Youku. Youku expects that the directors and executive officers of Youku will vote all of the Youku shares they beneficially own in favor of the resolutions to authorize and approve the Voting Power Ratio Change and the Class Vote Threshold Change. None of the directors or executive officers of Youku has made a recommendation with respect to the proposed transaction other than as set forth in this joint proxy statement/prospectus.

Q:

Who is entitled to vote at the Youku AGM and the Youku Class Meetings?

A:

The Youku share record date is            , 2012 (New York City time) and the Youku ADS record date is            , 2012 (New York City time). Holders of Youku shares on the Youku share record date are entitled to vote at the Youku AGM and the Youku Class Meetings. Holders of Youku shares may appoint a proxy holder to vote on their behalf. Holders of Youku ADSs on the Youku ADS record date may instruct the Youku depositary how to vote the Youku shares underlying their ADSs. Shareholders entered in the register of members of Youku at the close of business on            , 2012 (New York City time) will receive the proxy card directly from Youku, and Youku ADS holders will receive the voting instruction card from the Youku depositary.

Q:

Who is entitled to participate in the Youku AGM and the Youku Class Meetings?

A:

Only Youku shareholders registered in the register of members of Youku as of the Youku share record date or their proxy holders are entitled to participate in the Youku AGM and the Youku

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Class Meetings or any adjournment thereof. Youku ADS holders themselves may not participate in the Youku AGM and the Youku Class Meetings. Youku ADS holders who wish to attend the Youku AGM or the Youku Class A Shareholders Meeting must surrender their Youku ADSs to the Youku depositary, pay the Youku depositary fees required for such surrender and provide instruction for the registration of the corresponding Youku shares prior to            , 2012, and become registered as a Youku shareholder in Youku's register of members prior to            , 2012, the Youku share record date. As Youku Class B shares do not underly the Youku ADSs, Youku ADS holders are not entitled to vote at the Youku Class B Shareholders Meeting.

Q:

What constitutes a quorum for the Youku AGM and the Youku Class Meetings?

A:

At least one Youku shareholder holding not less than an aggregate of one-third of all voting share capital of Youku in issue present in person or by proxy and entitled to vote constitutes a quorum. In addition, the quorum for meetings of the holders of Youku Class A shares or Youku Class B shares requires at least one holder of Youku Class A shares or Youku Class B shares, respectively, holding or representing by proxy at least one-third of the issued Youku Class A shares or Youku Class B shares, respectively, that are entitled to vote on the Youku share record date.

Q:

How do I vote if my Youku shares are registered in my name?

A:

If Youku shares are registered in your name (that is, you do not hold ADSs) as of the Youku share record date, you should simply indicate on your proxy card how you want to vote, sign and date the proxy card, and mail the proxy card in the return envelope as soon as possible but in any event at least 48 hours before the time of the Youku AGM and Youku Class Meetings, so that your Youku shares will be represented and may be voted at the Youku AGM and Youku Class Meetings.

Alternatively, you can attend the Youku AGM or Youku Class Meetings and vote in person. If you decide to sign and send in your proxy card, and do not indicate how you want to vote, (1) the Youku shares represented by your proxy will be voted FOR the resolutions to authorize and approve the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change, (2) the Youku Class A shares represented by your proxy card will be voted FOR the resolutions to authorize and approve the Share Issuance and the Class Vote Threshold Change to be voted upon at the Youku Class A Shareholders Meeting, (3) the Youku Class B shares represented by your proxy card will be voted FOR the resolution to authorize and approve the Voting Power Ratio Change to be voted upon at the Youku Class B Shareholders Meeting, and (4) the Youku shares represented by your proxy card will be voted FOR the resolution that, in the event that there are insufficient proxies received at the time of the Youku AGM or Youku Class Meetings (as applicable) to authorize and approve the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change, the chairman of the Youku AGM and Youku Class Meetings (as applicable) be instructed to adjourn the Youku AGM and Youku Class Meetings (as applicable) in order to allow Youku to solicit additional proxies in favor of the approval of the Share Issuance, Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change, unless you appoint a person other than the chairman of the meeting as proxy, in which case the Youku shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines. If your Youku shares are held by your broker, bank or other nominee, please see below for additional information.

Unless a Youku Class A shareholder indicates otherwise in his or her proxy card, the manner in which the Youku Class A shareholder votes upon the resolutions at the Youku AGM to authorize and approve the Share Issuance and the Class Vote Threshold Change will be deemed to be the same manner in which such Youku Class A shareholder votes upon the resolutions at the Youku Class A Shareholders Meeting to authorize and approve the Share Issuance and the Class Vote

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Threshold Change. Unless a Youku Class B shareholder indicates otherwise in his or her proxy card, the manner in which the Youku Class B shareholder votes upon the resolution at the Youku AGM to authorize and approve the Voting Power Ratio Change will be deemed to be the same manner in which such Youku Class B shareholder votes upon the resolution at the Youku Class B Shareholders Meeting to authorize and approve the Voting Power Ratio Change.

Q:

How do I vote if I hold Youku ADSs?

A:

Voting at the Youku AGM and Youku Class Meetings will be by poll. If you own Youku ADSs as of the close of business on            , 2012 (New York City time), you cannot attend or vote at the Youku AGM and Youku Class Meetings directly, but you may instruct the Youku depositary (as the holder of the Youku shares underlying your ADSs) how to vote the shares underlying your Youku ADSs by completing and signing the Youku ADS voting instruction card and returning it in accordance with the instructions printed on it. The Youku depositary must receive the voting instruction card no later than             a.m. (New York City time) on            , 2012. The Youku depositary shall endeavor, in so far as practicable, to vote or cause to be voted the shares represented by your Youku ADSs in accordance with your voting instructions. If the Youku depositary timely receives valid voting instructions from a Youku ADS holder which fails to specify the manner in which the Youku depositary is to vote the shares represented by Youku ADSs held by such Youku ADS holder, such Youku ADS holder will be deemed to have instructed the Youku depositary to vote in favor of the items set forth in the voting instructions.

Alternatively, you may vote at the Youku AGM and Youku Class A Shareholders Meeting if you surrender your Youku ADSs prior to            , 2012 (New York City time), the Youku ADS record date, and become a holder of Youku shares by the close of business on            , 2012 (New York City time), the Youku share record date. If you hold your Youku ADSs through a financial intermediary such as a broker, you must rely on the procedures of the financial intermediary through which you hold your Youku ADSs if you wish to vote. If your Youku ADSs are held by your broker, bank or other nominee, see below. If you wish to surrender your Youku ADSs, you need to make arrangements to deliver your Youku ADSs to the Youku depositary for cancellation prior to the close of business in New York City on            , 2012, the Youku ADS record date, together with (1) delivery instructions for the corresponding Youku shares (name and address of person who will be the registered holder of Youku shares) and (2) payment of the ADS cancellation fees (5¢ per Youku ADS to be cancelled) and related expenses and taxes (such as stamp taxes and stock transfer taxes). If you hold your Youku ADSs in a brokerage, bank or nominee account, please contact your broker, bank or nominee to find out what actions you need to take to instruct the broker, bank or nominee to cancel the Youku ADSs on your behalf.

If you request the cancellation of your Youku ADSs between the Youku ADS record date and the Youku share record date, you will be asked to certify that (1) you were a holder of the Youku ADSs being cancelled as of the Youku ADS record date and you have not given, and will not give, directly or indirectly, voting instructions to the Youku depositary as to the Youku ADSs presented for cancellation, or (2) you were not a holder of the Youku ADSs being cancelled as of the Youku ADS record date and you will not vote the Youku Class A shares at the Youku AGM.

In the event that the Youku depositary receives voting instructions from holders of Youku ADSs that exceed the number of corresponding Youku Class A shares held on deposit as of the Youku share record date, the Youku depositary will prorate the voting instructions received and vote the Youku Class A shares held as of the Youku share record date in accordance with such prorated voting instructions.

As Youku Class B shares do not underly the Youku ADSs, Youku ADS holders are not entitled to vote at the Youku Class B Shareholders Meeting.

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Q:

What will happen if I abstain from voting or fail to vote at the Youku AGM or Youku Class Meetings in person or by proxy?

A:

Youku shareholders who abstain from voting or who fail to cast their vote in person or by proxy will not have their votes counted. Youku ADS holders who abstain from voting or who fail to provide specific voting instructions to Citibank, N.A. (the "Youku depositary") by             a.m. (New York City time) on            , 2012 will be deemed to have instructed the Youku depositary under the deposit agreement, dated as of December 8, 2010 (the "Youku Deposit Agreement"), among Youku, the Youku depositary and all holders from time to time of Youku ADSs, to give a discretionary proxy to a person designated by Youku (the "Youku Designee") under the Youku Deposit Agreement, unless Youku informs the Youku depositary that (1) Youku does not wish such discretionary proxy to be given, (2) substantial opposition exists in respect of the contemplated Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change, or (3) the rights of holders of Youku shares may be materially adversely affected by the contemplated Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change. It is Youku's intention that the Youku Designee vote all such unvoted Youku Class A shares (1) FOR the resolutions to authorize and approve the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change at the Youku AGM and (2) FOR any resolution to adjourn the Youku AGM and the Youku Class A Shareholders Meeting, if necessary.

Q:

If my Youku ADSs are held in a brokerage account, will my broker vote my Youku ADSs on my behalf?

A:

It is important that you promptly follow the directions provided by your broker, bank or other nominee regarding how to instruct it to vote your Youku ADSs. If you timely provide your broker, bank or other nominee with voting instructions, they will vote the Youku Class A shares underlying your Youku ADSs on your behalf based on such voting instructions. If you do not timely instruct your broker, bank or other nominee how to vote the Youku Class A shares underlying your Youku ADSs, you will be deemed to have instructed the Youku depositary under the Youku Deposit Agreement to give a discretionary proxy to the Youku Designee. It is Youku's intention that the Youku Designee vote all such unvoted Youku Class A shares (1) FOR the resolutions to authorize and approve the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change at the Youku AGM and (2) FOR any resolution to adjourn the Youku AGM and the Youku Class A Shareholders Meeting, if necessary.

Q:

Can I change my vote for the Youku AGM or Youku Class Meetings?

A:

If your Youku shares are registered in your name, you may change your vote in one of three ways:

•

first, you may revoke a proxy by written notice of revocation given to the chairman of the Youku AGM and Youku Class Meetings before the Youku AGM and Youku Class Meetings commence. Any written notice revoking a proxy should be sent to Youku Inc., 11/F, SinoSteel Plaza, 8 Haidian Street, Haidian District, Beijing 100080, People's Republic of China;

•

second, you may complete, date and submit a new proxy card bearing a later date than the proxy card sought to be revoked to Youku to ensure that it will be received by Youku no later than             a.m. on        , 2012 (New York City Time); or

•

third, you may attend the Youku AGM and Youku Class Meetings and vote in person. Attendance, by itself, will not revoke a proxy. It will only be revoked if the shareholder actually votes at the Youku AGM or Youku Class Meeting.

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Holders of Youku ADSs may revoke their voting instructions by notification to the Youku depositary in writing at any time prior to             a.m. New York City time on            , 2012. A holder of Youku ADSs can do this in one of two ways:

•

first, a holder of Youku ADSs can revoke its voting instructions by written notice of revocation timely delivered to the Youku depositary; or



•

second, a holder of Youku ADSs can complete, date and submit a new ADS voting instruction card to the Youku depositary bearing a later date than the ADS voting instruction card sought to be revoked.

If you hold your Youku ADSs through a broker, bank or nominee and you have instructed your broker, bank or nominee to give ADS voting instructions to the Youku depositary, you must follow the directions of your broker, bank or nominee to change those instructions.

Q:

What should I do if I receive more than one set of voting materials for the Youku AGM and Youku Class Meetings?

A:

You may receive more than one set of voting materials, including multiple copies of the joint proxy statement or multiple proxy cards or Youku ADS voting instruction cards. For example, if you hold your Youku ADSs in more than one brokerage account, you will receive a separate ADS voting instruction card for each brokerage account in which you hold ADSs. If you are a Youku shareholder of record and/or a Youku ADS holder and your Youku shares and/or ADSs, respectively, are registered in more than one name, you will receive more than one proxy card. Please submit each proxy card that you receive.

Q:

Will any proxy solicitor be used in connection with the Youku AGM and Youku Class Meetings?

A:

Youku will ask banks, brokers and other custodians, nominees and fiduciaries to forward Youku's proxy solicitation materials to the beneficial owners of Youku shares or Youku ADSs held of record by such nominee holders. Youku will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners and in obtaining voting instructions from those owners. In addition, proxies may be solicited by mail, in person, by telephone, by Internet or by facsimile by certain of Youku's officers, directors and employees. These persons will receive no additional compensation for solicitation of proxies but may be reimbursed for reasonable out-of-pocket expenses. Youku will pay all expenses of filing, printing and mailing this joint proxy statement/prospectus.

Q:

Do any of Youku's directors or executive officers have interests with respect to the Share Issuance or Name Change that may differ from, or be in addition to, those of other Youku shareholders generally?

A:

Youku's directors and executive officers do not have agreements or arrangements that provide them with interests with respect to the Share Issuance or the Name Change that may differ from, or be in addition to, the interests of other Youku shareholders generally.

Q:

Does the Youku Board recommend the authorization and approval of the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change?

A:

Yes. The Youku Board has approved and adopted the Merger Agreement and recommends that you vote FOR the resolutions to authorize and approve the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change and FOR the resolution that, in the event that there are insufficient proxies received at the time of the Youku AGM and Youku Class Meetings (as applicable) to authorize and approve the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change proposed at the Youku

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AGM and Youku Class Meetings (as applicable), the chairman of the Youku AGM and Youku Class Meetings (as applicable) be instructed to adjourn the Youku AGM and Youku Class Meetings (as applicable) in order to allow Youku to solicit additional proxies in favor of the authorization and approval of the Share Issuance, the Name Change, the Voting Power Ratio Change and the Class Vote Threshold Change.

For additional information regarding the factors and reasons considered by the Youku Board in approving the Merger, please see "The Merger—Background of the Merger" beginning on page 116, "The Merger—Reasons for the Merger and Recommendation of the Youku Board" beginning on page 121.

Questions and Answers Relating to the Tudou AGM

Q:

When and where will the Tudou AGM be held?

A:

The Tudou AGM will take place on                , 2012, beginning at          local time at          .

Q:

What matters will be voted on at the Tudou AGM?

A:

Tudou shareholders will be asked to consider and vote on the following matters:

•

as a special resolution, to authorize and approve the Merger Agreement, the Plan of Merger and the Merger;

•

as an ordinary resolution, to approve that Messrs. Gary Wei Wang, Hany Nada, David M. Hand, Ted Tak-Tai Lee and Conor Chia-hung Yang (the "Tudou Directors") be re-elected as the directors of Tudou (the "Re-election of Tudou Directors"); and

•

as an ordinary resolution, that in the event that there are insufficient proxies received at the time of the Tudou AGM to authorize and approve the Merger Agreement, the Plan of Merger and the Merger or approve the Re-election of Tudou Directors, the chairman of the Tudou AGM be instructed to adjourn the Tudou AGM in order to allow Tudou to solicit additional proxies in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Merger and the approval of the Re-election of Tudou Directors.

Q:

What vote of Tudou shareholders is required to authorize and approve the Merger Agreement, the Plan of Merger and the Merger?

A:

In order for the Merger to be completed, the Merger Agreement, the Plan of Merger and the Merger must be authorized and approved by a special resolution of Tudou passed by an affirmative vote of at least two-thirds of such shareholders of Tudou as, being entitled to do so, vote in person or by proxy as a single class at the Tudou AGM. Each Tudou Class A share is entitled to four votes and each Tudou Class B share is entitled to one vote.

As an inducement for Youku to enter into the Merger Agreement, certain principal shareholders of Tudou entered into voting agreements to vote all Tudou shares and Tudou ADSs beneficially owned by them in favor of the resolutions to approve and authorize the Merger Agreement, the Plan of Merger and the Merger. As of June 30, 2012, an aggregate of 64,977,879 Tudou shares, constituting approximately 55.1% of the total outstanding shares of Tudou and 64.2% of the voting power of Tudou, are subject to these voting agreements. Please see "The Voting Agreement—Voting Agreements between Youku and Certain Tudou Shareholders" for more information.

As of June 30, 2012, excluding Tudou share options granted to them, all of Tudou directors and executive officers that beneficially owned Tudou shares were subject to the voting agreements described in the above paragraph.

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Q:

What vote of Tudou shareholders is required to approve the Re-election of Tudou Directors?

A:

The Re-election of Tudou Directors must be approved by an ordinary resolution of Tudou passed by a majority of the votes cast by such shareholders of Tudou as, being entitled to do so, vote in person or by proxy as a single class at the Tudou AGM. Each Tudou Class A share is entitled to four votes and each Tudou Class B share is entitled to one vote.

Q:

Who is entitled to vote at the Tudou AGM?

A:

The Tudou share record date is            , 2012 (New York City time) and the Tudou ADS record date is            , 2012 (New York City time). Holders of Tudou shares on the share record date are entitled to vote at the Tudou AGM. Holders of Tudou shares may appoint a proxy holder to vote on their behalf. Holders of Tudou ADSs may instruct the Tudou depositary how to vote the Tudou shares underlying their Tudou ADSs. Shareholders entered in the register of members of Tudou at the close of business on                , 2012 (New York City time) will receive the voting materials, including the proxy card, directly from Tudou, and Tudou ADS holders will receive the voting materials, including the voting instruction card, from the Tudou depositary.

Q:

Who is entitled to participate in the Tudou AGM?

A:

Only Tudou shareholders registered in the register of members of Tudou as of the Tudou share record date or their proxy holders are entitled to participate in the Tudou AGM or any adjournment thereof. Tudou ADS holders themselves may not participate in the Tudou AGM. Tudou ADS holders who wish to attend the Tudou AGM must surrender their Tudou ADSs to the Tudou depository, pay the Tudou depository fees required for such surrender and provide instruction for the registration of the corresponding Tudou shares prior to            , 2012, and become registered as a Tudou shareholder in Tudou's register of members prior to            , 2012, the Tudou share record date.

Q:

What constitutes a quorum for the Tudou AGM?

A:

Two or more shareholders on record holding not less than an aggregate of one-third of all voting share capital of Tudou in issue present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative or proxy and entitled to vote will constitute a quorum.

Q:

How do I vote if my Tudou shares are registered in my name?

A:

If Tudou shares are registered in your name (that is, you do not hold ADSs) as of the Tudou share record date, you should simply indicate on your proxy card how you want to vote, sign and date the proxy card, and mail the proxy card in the return envelope as soon as possible but in any event at least 48 hours before the time of the Tudou AGM so that your Tudou shares will be represented and may be voted at the Tudou AGM. Alternatively, you can attend the Tudou AGM and vote in person. If you decide to sign and send in your proxy card, and do not indicate how you want to vote, the Tudou shares represented by your proxy will be voted (1) FOR the resolution to authorize and approve the Merger Agreement, the Plan of Merger and the Merger, (2) FOR the resolution to approve the Re-election of Tudou Directors, and (3) FOR the resolution that in the event that there are insufficient proxies received at the time of the Tudou AGM to authorize and approve the Merger Agreement, the Plan of Merger and the Merger or to approve the Re-election of Tudou Directors, the chairman of the Tudou AGM be instructed to adjourn the Tudou AGM in order to allow Tudou to solicit additional proxies in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Merger and the approval of the Re-election of Tudou Directors, unless you appoint a person other than the chairman of the meeting as proxy, in which case the Tudou shares represented by your proxy card will be voted (or not submitted for

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voting) as your proxy determines. If your Tudou shares are held by your broker, bank or other nominee, please see below for additional information.

Q:

How do I vote if I hold Tudou ADSs?

A:

If you own Tudou ADSs as of the close of business on            , 2012 (New York City time), you cannot attend or vote at the Tudou AGM directly, but you may instruct the Tudou depositary (as the holder of the Tudou shares underlying your ADSs) how to vote the shares underlying your Tudou ADSs by completing and signing the Tudou ADS voting instruction card and returning it in accordance with the instructions printed on it. The Tudou depositary must receive the voting instruction card no later than           a.m. New York City time on             , 2012. The Tudou depositary shall endeavor, in so far as practicable, to vote or cause to be voted the shares represented by your Tudou ADSs in accordance with your voting instructions. If the Tudou depositary timely receives valid voting instructions from a Tudou ADS holder which fails to specify the manner in which the Tudou depositary is to vote the shares represented by Tudou ADSs held by such Tudou ADS holder, such Tudou ADS holder will be deemed to have instructed the Tudou depositary to vote in favor of the items set forth in the voting instructions.

Alternatively, you may vote at the Tudou AGM if you surrender your Tudou ADSs prior to            , 2012 (New York City time), the Tudou ADS record date, and become a holder of Tudou shares by the close of business on            , 2012 (New York City time), the Tudou share record date. If you hold your Tudou ADSs through a financial intermediary such as a broker, you must rely on the procedures of the financial intermediary through which you hold your Tudou ADSs if you wish to vote. If your Tudou ADSs are held by your broker, bank or other nominee, see below. If you wish to surrender your Tudou ADSs, you need to make arrangements to deliver your Tudou ADSs to the Tudou depositary prior to the close of business in New York City on            , 2012, the Tudou ADS record date, together with (1) delivery instructions for the corresponding Tudou shares (name and address of person who will be the registered holder of Tudou shares) and (2) payment of the ADS cancellation fees (5¢ per Tudou ADS to be cancelled) and related expenses and taxes (such as stamp taxes and stock transfer taxes). If you hold your Tudou ADSs in a brokerage, bank or nominee account, please contact your broker, bank or nominee to find out what actions you need to take to instruct the broker, bank or nominee to cancel the Tudou ADSs on your behalf. Upon cancellation of the Tudou ADSs, the depositary bank will arrange for the principal Hong Kong office of The Hongkong and Shanghai Banking Corporation Limited, the custodian holding the Tudou shares, to transfer registration of the Tudou shares to you.

Q:

What will happen if I abstain from voting or fail to vote at the Tudou AGM in person or by proxy?

A:

Tudou shareholders who abstain from voting or fail to cast their vote in person or by proxy will not have their votes counted. Tudou ADS holders who abstain from voting or who fail to provide specific voting instructions to the Tudou depositary by             a.m. (New York City time) on                , 2012 may, under the terms of the Tudou Deposit Agreement, be deemed to have instructed the Tudou depositary to give a discretionary proxy to a person designated by Tudou (the "Tudou Designee"). Unless Tudou notifies the Tudou depositary that this provision will not apply, the Tudou Designee will receive a proxy from the Tudou depositary and will vote all such uninstructed Tudou Class B shares FOR the authorization and approval of the Merger Agreement, the Plan of Merger and the Merger, FOR the approval of the Re-election of Tudou Directors and FOR any adjournment of the Tudou AGM.

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Q:

If my Tudou ADSs are held in a brokerage account, will my broker vote my Tudou ADSs on my behalf?

A:

It is important that you promptly follow the directions provided by your broker, bank or other nominee regarding how to instruct it to vote your Tudou ADSs. If you timely provide your broker, bank or other nominee with voting instructions, such entity will vote the Tudou Class B shares underlying your Tudou ADSs on your behalf based on such voting instructions. If you do not timely instruct your bank, broker or other nominee how to vote the Tudou Class B shares underlying your Tudou ADSs, you may, under the terms of Tudou Deposit Agreement, be deemed to have instructed the Tudou depositary to give a discretionary proxy to the Tudou Designee. Unless Tudou notifies the Tudou depositary that this provision will not apply, the Tudou Designee will receive a proxy from the Tudou depositary and will vote all such uninstructed Tudou Class B shares FOR the authorization and approval of the Merger Agreement, the Plan of Merger and the Merger, FOR the approval of the Re-election of Tudou Directors and FOR any adjournment of the Tudou AGM.

Q:

Can I change my vote for the Tudou AGM?

A:

If your Tudou shares are registered in your name, you may change your vote in one of three ways:

•

first, you may revoke a proxy by written notice of revocation given to the chairman of the Tudou AGM before the Tudou AGM commences. Any written notice revoking a proxy should be sent to Tudou Holdings Limited, Building No. 6, X2 Creative Park, 1238 Xietu Road, Xuhui District, Shanghai 200032, People's Republic of China;

•

second, you may complete, date and submit a new proxy card bearing a later date than the proxy card sought to be revoked to Tudou to ensure that it will be received by Youku no later than             a.m. on                        , 2012 (New York City Time) prior to the Tudou AGM; or

•

third, you may attend the Tudou AGM and vote in person. Attendance, by itself, will not revoke a proxy. It will only be revoked if the shareholder actually votes at the Tudou AGM.

Holders of Tudou ADSs may revoke their voting instructions by notification to the Tudou depositary in writing at any time prior to             a.m. New York City time on                        , 2012. A holder of Tudou ADSs can do this in one of two ways:

•

first, a holder of Tudou ADSs can revoke its voting instructions by written notice of revocation timely delivered to the Tudou depositary; or



•

second, a holder of Tudou ADSs can complete, date and submit a new ADS voting instruction card to the Tudou depositary bearing a later date than the ADS voting instruction card sought to be revoked.

If you hold your Tudou ADSs through a broker, bank or nominee and you have instructed your broker, bank or nominee to give ADS voting instructions to the Tudou depositary, you must follow the directions of your broker, bank or nominee to change those instructions.

Q:

What should I do if I receive more than one set of voting materials for Tudou AGM?

A:

You may receive more than one set of voting materials, including multiple copies of the joint proxy statement or multiple proxy cards or ADS voting instruction cards. For example, if you hold your Tudou ADSs in more than one brokerage account, you will receive a separate ADS voting instruction card for each brokerage account in which you hold ADSs. If you are a Tudou shareholder of record and/or a Tudou ADS holder and your Tudou shares and/or ADSs, respectively, are registered in more than one name, you will receive more than one proxy card. Please submit each proxy card that you receive.

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Q:

If I hold certificated Tudou Shares or if I hold ADRs, should I send in my share certificates and/or ADRs now?

A:

No. Promptly after the Merger is completed, each Tudou shareholder of record as of the time of the Merger will be sent written instructions for exchanging their share certificates for the Per Share Merger Consideration. Please do not send your share certificates now. Similarly, you should not send the ADRs that represent your Tudou ADSs to the Tudou depositary at this time. Promptly after the Merger is completed, the Tudou depositary will call for the surrender of all Tudou ADRs for delivery of the Per ADS Merger Consideration. Tudou ADR owners will be receiving a notice from the Tudou depositary relating to the foregoing.

All holders of uncertificated Tudou shares and Tudou ADSs held in book-form entry will receive their Per Share Merger Consideration or Per ADS Merger Consideration as soon as practicable after the Merger is completed without any further action required on the part of such holders. The Tudou ADS cancellation fee payable to the Tudou depositary, and the Youku ADS issuance fee payable to the Youku depositary, will be deducted from the registered ADS holders' account.

Q:

Am I entitled to appraisal rights as a Tudou shares or ADSs holder?

A:

Shareholders registered in Tudou's register of members as the holders of Tudou shares as of the Tudou share record date who dissent from the Merger will have the right to seek appraisal and payment of the fair value of their Tudou shares if the Merger is completed, but only if they deliver to Tudou, before the vote is taken on the resolution to authorize and approve the Merger Agreement, the Plan of Merger and the Merger, a written objection to the Merger and they subsequently comply with all procedures and requirements of Section 238 of the Cayman Companies Law for the exercise of appraisal rights. The fair value of your Tudou shares as determined under that statute could be more than, the same as, or less than the Per Share Merger Consideration you would receive pursuant to the Merger Agreement if you do not exercise appraisal rights with respect to your shares.

Tudou ADS holders will not have the right to seek appraisal and payment of the fair value of the shares underlying their ADSs. The Tudou depositary will not attempt to perfect any appraisal rights with respect to any of the Tudou shares that it holds, even if an ADS holder requests it to do so. Tudou ADS holders wishing to exercise appraisal rights must surrender their ADSs to the Tudou depositary, pay the Tudou depositary's fees required for such surrender, provide instructions for the registration of the corresponding Tudou shares before             a.m. New York City time on            , 2012 and become registered holders of Tudou shares by the close of business on                , 2012 (New York City time) the Tudou share record date. Thereafter, such former ADS holders must comply with the procedures and requirements for exercising dissenter and appraisal rights with respect to the Tudou shares under Section 238 of the Cayman Companies Law.

We encourage you to read the information set forth in this joint proxy statement/prospectus carefully and to consult your own Cayman Islands legal counsel if you desire to exercise your appraisal rights. Please see "The Merger—Appraisal Rights" beginning on page 153 as well as "Appendix E—Section 238 of the Cayman Companies Law" to this joint proxy statement/prospectus for additional information.

Q:

If I own Tudou ADSs and seek to perfect appraisal rights, how do I convert my ADSs to Tudou shares, and when is the deadline for completing the conversion of Tudou ADSs to Tudou shares?

A:

If you own Tudou ADSs and wish to exercise appraisal rights, you must surrender your ADSs at the Tudou depositary's office at 101 Barclay Street, New York, New York 10286; Attention: ADR Division. Upon your payment of the Tudou ADS cancellation fee to the Tudou depositary and any other applicable expenses, taxes or charges, such as stamp taxes or stock transfer taxes or fees, the

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Tudou depositary will arrange for the principal Hong Kong office of The Hongkong and Shanghai Banking Corporation Limited, the custodian holding the Tudou shares, to transfer the Tudou shares and any other deposited securities underlying the ADSs to such ADS holder or a person designated by such ADS holder.

The deadline for surrendering Tudou ADSs to the Tudou depositary for these purposes is the close of business on                , 2012 (New York City time).

You must become a registered holder of your Tudou shares and lodge a written notice of objection to the plan of Merger with Tudou prior to the Tudou AGM.

Q:

Will any proxy solicitor be used in connection with the Tudou AGM?

A:

Tudou will ask banks, brokers and other custodians, nominees and fiduciaries to forward Tudou's proxy solicitation materials to the beneficial owners of Tudou shares or Tudou ADSs held of record by such nominee holders. Tudou will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners and in obtaining voting instructions from those owners. In addition, proxies may be solicited by mail, in person, by telephone, by Internet or by facsimile by certain of Tudou's officers, directors and employees. These persons will receive no additional compensation for solicitation of proxies but may be reimbursed for reasonable out-of-pocket expenses. Tudou will pay all expenses of filing, printing and mailing this joint proxy statement/prospectus to Tudou shareholders and ADS holders.

Q:

Do any of Tudou's directors or executive officers have interests in the Merger that may differ from, or be in addition to, those of other Tudou shareholders generally?

A:

Some of Tudou's directors and executive officers have agreements and arrangements which may result in their having interests in the Merger that may be different from, or in addition to, the interests of Tudou's shareholders generally, including but not limited to treatment of Tudou share options in the Merger and board representation rights on the Youku Board for Mr. Gary Wei Wang, chairman of the Tudou Board and Tudou's chief executive officer, and an individual appointed by GGV II Delaware L.L.C., one of the principal shareholders of Tudou. The Tudou Board was aware of these agreements and arrangements during its deliberations of the merits of the Merger and in determining to recommend that Tudou shareholders vote to authorize and approve the Merger. Please see "The Merger—Interests of Tudou's Directors and Executive Officers in the Merger" beginning on page 144 for more information.

Q:

Does the Tudou Board recommend the authorization and approval of the Merger Agreement, the Plan of Merger and the Merger and the Re-election of the Tudou Directors?

A:

Yes. The Tudou Board has authorized and approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger and recommends that you vote:

•

FOR the special resolution to authorize and approve the Merger Agreement, the Plan of Merger and the Merger;

•

FOR the ordinary resolution to approve the Re-election of Tudou Directors; and

•

FOR the ordinary resolution that in the event that there are insufficient proxies received at the time of the Tudou AGM to authorize and approve the Merger Agreement, the Plan of Merger and the Merger or approve the Re-election of Tudou Directors, the chairman of the Tudou AGM be instructed to adjourn the Tudou AGM in order to allow Tudou to solicit additional proxies in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Merger and the approval of the Re-election of Tudou Directors.

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For additional information regarding the factors and reasons considered by the Tudou Board in approving the Merger, please see "The Merger—Background of the Merger" beginning on page 116, "The Merger—Reasons for the Merger and Recommendation of the Tudou Board" beginning on page 124.

Other Questions

Q:    What do I need to do now as a holder of Youku shares/ADSs and/or Tudou shares/ADSs?

A:

You are urged to carefully read this joint proxy statement/prospectus, including its appendices and the other documents referred to or incorporated by reference into this joint proxy statement/prospectus and to consider how the Merger affects you as a Youku shareholder/ADS holder and/or a Tudou shareholder/ADS holder. You may also want to review the documents referenced under "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" on pages 275 and 276, respectively, and consult with your accounting, legal and tax advisors. Once you have considered all relevant information, you are encouraged to vote by proxy so that (1) your Youku shares and/or the Youku shares underlying your Youku ADSs are represented at the Youku AGM and applicable Youku Class Meeting, and/or (2) the Tudou shares and/or the Tudou shares underlying your Tudou ADSs are represented at the Tudou AGM. You can vote your Youku shares and/or the Youku shares underlying your Youku ADSs by marking your choices on the Youku proxy card or the Youku ADS voting instruction card, respectively, and then signing, dating and mailing it in the return envelope. You can vote your Tudou shares and/or the Tudou shares underlying your Tudou ADSs by marking your choices on the Tudou proxy card or the Tudou ADS voting instruction card, respectively, and then signing, dating and mailing it in the return envelope.

Q:

Who can help answer my questions?

A:

If you have any further questions about the Merger, you can contact representatives from the investor relation departments of Youku and Tudou as follows:

Ryan Cheung
Corporate Finance Director
Youku Inc.
11/F, SinoSteel Plaza
8 Haidian Street
Haidian District
Beijing 100080
People's Republic of China
Tel: (+86 10) 5885-1881 x6090
Email: ryan.cheung@youku.com

Michael Fu
Investor Relations Director
Tudou Holdings Limited
Building No. 6, X2 Creative Park,
1238 Xietu Road, Xuhui District
Shanghai 200032,
People's Republic of China
Tel: (+86 21) 5170-2375
Email: mfu@tudou.com

Q:

Where can I find more information about the companies involved in the Merger?

A:

You can find more information about Youku, Tudou and Merger Sub in "Summary—The Companies" beginning on page 21 of this joint proxy statement/prospectus, and in the documents described under "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" on pages 275 and 276, respectively.

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