UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2011
Commission File Number: 001-34977
YOUKU.COM INC.
11/F, SinoSteel Plaza, 8 Haidian Street
Beijing 100080, Peoples Republic of China
(Address of principal
executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F
x
Form 40-F
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(1):
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes
¨
No
x
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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YOUKU.COM INC.
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By
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:
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/s/ Dele Liu
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Name
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Dele Liu
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Title
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:
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Chief Financial Officer
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Date: August 24, 2011
EXHIBIT INDEX
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Exhibit 99.1 Press release
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Exhibit 99.2 Notice of Annual General Meeting
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Exhibit 99.3 Form of Proxy for Annual General Meeting
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Exhibit 99.4 Ballot for the Annual General Meeting
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Exhibit 99.5 Voting Instruction Card for American Depositary Shares
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Exhibit 99.1
Youku.com Inc. to Hold 2011 Annual General Meeting on October 17, 2011
Beijing,
August 24, 2011
Youku.com Inc. (NYSE: YOKU), Chinas leading Internet television company (Youku or the Company), today announced that it will hold its 2011 annual general meeting of shareholders at 47/F Cheung
Kong Center, 2 Queens Road Central, Hong Kong on October 17, 2011 at 12:15 p.m. (Hong Kong time). Holders of record of ordinary shares of the Company at the close of business on August 24, 2011 are entitled to notice of, and to vote
at, the annual general meeting or any adjournment or postponement thereof. Holders of the Companys American Depositary Shares (ADSs) who wish to exercise their voting rights for the underlying ordinary shares must act through the
depositary of the Companys ADS program, Citibank, N.A.
The notice of the annual general meeting, which sets forth the resolutions to be
submitted to shareholder approval at the meeting, is available on the Investor Relations section of the companys website at ir.youku.com. Youku has filed its annual report on Form 20-F, including its audited financial statements for the fiscal
year ended December 31, 2010, with the U.S. Securities and Exchange Commission. Youkus Form 20-F can be accessed on the above-mentioned website, as well as on the SECs website at
http://www.sec.gov
. Shareholders may request a
hard copy of the Companys annual report, free of charge, by contacting Youku.com Inc., 11/F, SinoSteel Plaza, 8 Haidian Street, Beijing 100080, the Peoples Republic of China, telephone: +86 10 5885-1881, email:
ryan.cheung@youku.com
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About Youku
Youku.com Inc. is Chinas leading Internet television company. Our Internet television platform enables users to search, view and share high-quality video content quickly and easily across multiple
devices. Youku, which stands for whats best and whats cool in Chinese, is the most recognized online video brand in China. Youkus American depositary shares, each representing 18 of our Class A ordinary
shares, are traded on NYSE under the symbol YOKU.
For further information, please contact:
Investor Relations
:
Ryan Cheung
Corporate Finance Director
Youku.com Inc.
Tel: (+8610) 5885-1881
x6090
Email:
ryan.cheung@youku.com
Caroline Straathof
IR Inside
Tel: (+31) 6-54624301
Email:
caroline.straathof@irinside.com
Exhibit 99.2
Youku.com Inc.
(Incorporated in the Cayman Islands with limited liability)
(NYSE Ticker: YOKU)
NOTICE OF
ANNUAL GENERAL MEETING
to Be Held on October 17, 2011
(or any adjourned or postponed meeting thereof)
NOTICE IS HEREBY GIVEN that an Annual General Meeting (
AGM
) of Youku.com Inc. (the
Company
) will be held at 47/F Cheung Kong Center, 2 Queens Road Central, Hong
Kong on October 17, 2011 at 12:15 p.m. (Hong Kong time), and at any adjourned or postponed meeting thereof, for the following purposes:
1.
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To consider and, if thought fit, pass the following resolution as a special resolution:
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RESOLVED
, as a special resolution:
THAT
the change of the Companys legal name from Youku.com Inc. to Youku Inc., which has been approved by the resolutions of the Companys board of directors
passed on January 25, 2011, be and hereby is authorized and approved; and
THAT
each director or officer of the
Company be and is hereby authorized to take any and every action that might be necessary, appropriate or desirable to effect the foregoing resolution as such director or officer, in his or her absolute discretion, thinks fit.
The Board of Directors of the Company has fixed the close of business on August 24, 2011 as the record date (the
Record
Date
) for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned or postponed meeting thereof.
Please refer to the proxy form, which is attached to and made a part of this notice. Holders of record of the Companys ordinary shares at the close of business on the Record Date are entitled to
vote at the AGM and any adjourned or postponed meeting thereof. Holders of the Companys American depositary shares (
ADSs
) who wish to exercise their voting rights for the underlying shares must act through Citibank, N.A.,
the depositary of the Companys ADS program.
Holders of record of the Companys ordinary shares as of the Record
Date are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy
form no later than 48 hours before the time of the AGM to ensure your representation at such meeting.
Shareholders may
obtain a copy of the Companys annual report, free of charge, from the Companys website at
ir.youku.com
, or by contacting Youku.com Inc., 11/F, SinoSteel Plaza, 8 Haidian Street, Beijing 100080, the Peoples Republic of China,
telephone: +86 10 5885-1881, email:
ryan.cheung@youku.com
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By Order of the Board of Directors,
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/s/ Victor Wing-Cheung Koo
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Victor Wing-Cheung Koo
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Chairman of the Board of Directors and
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Chief Executive Officer
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Beijing, August 24, 2011
Exhibit 99.3
YOUKU.COM INC.
(Incorporated in the Cayman Islands with limited liability)
(NYSE Ticker: YOKU)
Form of Proxy
for Annual General Meeting
to Be Held on October 17, 2011
(or any adjourned or postponed meeting thereof)
Introduction
This Form of Proxy is furnished in connection with the
solicitation by the Board of Directors of Youku.com Inc., a Cayman Islands company (the
Company
), of proxies from the holders of the issued and outstanding ordinary shares, par value US$0.00001 per share, of the Company (the
Ordinary Shares
) to be exercised at the Annual General Meeting of the Company (the
AGM
) to be held at 47/F Cheung Kong Center, 2 Queens Road Central, Hong Kong on October 17, 2011 at 12:15 p.m. (Hong
Kong time), and at any adjourned or postponed meeting thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting (the
AGM Notice
).
Only the holders of record of the Ordinary Shares at the close of business on August 24, 2011 (the
Record Date
)
are entitled to notice of and to vote at the AGM. In respect of the matters requiring shareholders vote at the AGM, each Ordinary Share is entitled to one vote. The quorum of the AGM is at least one shareholder holding no less than an
aggregate of one-third of all voting share capital of the Company in issue present in person or by proxy and entitled to vote at the AGM. This Form of Proxy and the accompanying AGM Notice will be first mailed to the shareholders of the Company on
or about August 31, 2011.
The Ordinary Shares represented by all properly executed proxies returned to the Company will
be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of
Proxy. Where the chairman of the AGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be
voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned or
postponed meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the
right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at its registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands, with a
copy delivered to its offices at 11/F, SinoSteel Plaza, 8 Haidian Street, Beijing 100080, the Peoples Republic of China or (ii) by voting in person at the AGM.
To be valid, this Form of Proxy must be completed, signed and returned to the Companys offices (to the attention of: Ryan Cheung) at 11/F, SinoSteel Plaza, 8 Haidian Street, Beijing 100080, the
Peoples Republic of China, telephone: +86 10 5885-1881 as soon as possible so that it is received by the Company no later than 48 hours before the time of the AGM.
Youku.com Inc.
(Incorporated in the Cayman Islands with limited liability)
(NYSE Ticker: YOKU)
Form of Proxy for Annual General Meeting
to Be Held on October 17, 2011
(or any adjourned or postponed meeting
thereof)
I/We
of
,
being the registered holder of
ordinary shares
1
, par value US$0.00001 per share, of Youku.com Inc. (the Company), hereby appoint the Chairman of the Annual
General Meeting
2
or
of
as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned or postponed meeting thereof) of the Company to be held at 47/F Cheung Kong Center, 2 Queens Road Central, Hong Kong at 12:15 p.m. (Hong Kong time),
and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit
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No.
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RESOLUTION
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FOR
3
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AGAINST
3
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ABSTAIN
3
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1.
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The resolution as set out in Item 1 of the Notice of Annual General Meeting regarding the approval of
change of the Companys legal name.
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Dated
, 2011
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Signature(s)
4
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1
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Please insert the
number
and
class
(i.e., Class A or Class B) of ordinary shares registered in your name(s) to which this proxy
relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
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2
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If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words the Chairman of the Annual General
Meeting or and insert the name and address of the proxy desired in the space provided.
A shareholder may appoint one or more proxies to attend and vote in his stead.
Any alteration made to this form of proxy must be initialed by the
person(s) who sign(s) it
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3
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IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked for. If you wish to vote against a
particular resolution, tick the appropriate box marked against. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked abstain.
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This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or
executed under the hand of an officer or attorney duly authorized to sign the same.
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Exhibit 99.4
Youku.com Inc.
(Incorporated in the Cayman Islands with limited liability)
(NYSE Ticker: YOKU)
Ballot for
the Annual General Meeting
Held on October 17, 2011
(or any adjourned or postponed meeting thereof)
I/We
of
,
being the registered holder of
ordinary shares
1
, par value US$0.00001 per share, of Youku.com Inc. (the Company), hereby cast my ballot as follows:
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No.
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RESOLUTION
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FOR
2
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AGAINST
2
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ABSTAIN
2
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1.
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The resolution as set out in Item 1 of the Notice of Annual General Meeting regarding the approval of
change of the Companys legal name.
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1
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Please insert the
number
and
class
(i.e., Class A or Class B) of ordinary shares registered in your name(s) to which this proxy
relates. If no number is inserted, this ballot will be deemed to relate to all the shares in the Company registered in your name(s).
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2
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IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked for. If you wish to vote against a
particular resolution, tick the appropriate box marked against. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked abstain.
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This ballot must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed
under the hand of an officer or attorney duly authorized to sign the same.
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Exhibit 99.5
Annual General Meeting of Shareholders
The Voting Instructions must be signed, completed and received at the indicated address prior to
10:00 a.m. (New York City time) on September 30, 2011 for action to be taken.
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2011 VOTING INSTRUCTIONS
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AMERICAN DEPOSITARY SHARES
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Youku.com
Inc. (the Company)
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ADS CUSIP No.:
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98742U100.
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ADS Record Date:
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August 24, 2011.
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Meeting Specifics:
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Annual General Meeting of Shareholders (the Meeting) - October 17, 2011 at 12:15 p.m. (Hong Kong time) at 47/F Cheung Kong Center, 2 Queens Road Central, Hong
Kong.
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Meeting Agenda:
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Please refer to the Companys Notice of Meeting enclosed herewith.
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Depositary:
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Citibank, N.A.
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Deposit Agreement:
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Deposit Agreement, dated as of December 8, 2010.
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Deposited Securities:
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Class A Ordinary Shares, Par Value $0.00001 per Share, of the Company.
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Custodian:
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Citibank, N.A. - Hong Kong Branch.
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The undersigned holder, as of the ADS Record Date, of the American Depositary Share(s) issued under the Deposit Agreement
identified above (such American Depositary Shares, the ADSs), hereby authorizes and directs the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs
in the manner indicated on the reverse side hereof.
The Depositary has been advised by the Company that under the Cayman Islands law and the
Companys Memorandum and Articles of Association, voting at any meeting of shareholders of the Company is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of the board of directors of the Company or by one or
more shareholders holding at least 10% of the paid up voting share capital of the Company, present in person or by proxy. The Company has informed the depositary that voting at the Meeting will be by poll. Please note that pursuant to
Section 4.10 of the Deposit Agreement, as voting is by poll, the Depositary will instruct the Custodian to vote the relevant Deposited Securities in accordance with the voting instructions received from the holders of ADSs.
As set forth in Section 4.10 of the Deposit Agreement, neither the Depositary nor the Custodian shall exercise any discretion as to voting. If
the Depositary timely receives voting instruction from a Holder which fail to specify the manner in which the Depositary is to vote, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in
such voting instructions. If no voting instructions are received from a Holder, such Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities
represented by such Holders ADSs; provided, that no such instruction shall be deemed given with respect to any matter as to which the Company informs the Depositary that (i) the Company does not wish to give such proxy; (ii) there
exists substantial opposition, or (iii) such matter would have a material adverse effect on the holders of Deposited Securities, and (y) in the event that the vote is on a show of hands. The Depositary shall, if so requested by the
Company, represent all Deposited Securities for the sole purpose of establishing a quorum at the Meeting.
Please indicate on the
reverse side hereof how the Deposited Securities are to be voted.
The Voting Instructions must be marked, signed and returned on time in
order to be counted.
By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned
is duly authorized to give the Voting Instructions contained herein.
Agenda:
1.
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To consider and, if thought fit, pass the resolution as set forth in Item 1 of the Companys Notice of Meeting regarding the approval of change of the
Companys legal name.
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For
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Against
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Abstain
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Resolution 1
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¨
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¨
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¨
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B
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Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.
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If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is
marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give voting instructions FOR the unmarked issue.
If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have
directed the Depositary to give an ABSTAIN voting instruction for such issue.
Please be sure to sign and date this Voting
Instruction Card.
Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative
capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be in full name by a duly authorized officer with full title as such.
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Signature 1 - Please keep signature within the line
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Signature 2 - Please keep signature within the line
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Date (mm/dd/yyyy)
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/ /
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