Form 424(B)(4)http:/www.sec.gov/Archives/edgar/data/1442596/000119312511146169/d424b4.htm2011/8/22 13:12:00424B4 1 d424b4.htm FORM 424(B)(4)Table of ContentsFiled Pursuant to Rule 424(b)(4)Registration No. 333-173963 and Registration No. 333-174357 Prospectus12,310,000 American Depositary SharesYouku.com Inc.Representing 221,580,000 Class A Ordinary SharesYouku.com Inc, or Youku, is offering 8,310,000 American depositary shares, or ADSs, and the selling shareholders identified in this prospectus are offering an additional 4,000,000 ADSs. Each ADS represents 18 Class A ordinary shares, par value US$0.00001 per share, of Youku. We will not receive any proceeds from the ADSs sold by the selling shareholders.Our ADSs are listed on the New York Stock Exchange, or the NYSE, under the symbol “YOKU.” On May 19, 2011, the closing trading price for our ADSs, as reported on the NYSE, was US$49.59 per ADS.See “Risk Factors” beginning on page 15 to read about factors you should consider before buying the ADSs.Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.Per ADS Total Public offering price US$48.18 US$593,095,800 Underwriting discount US$ 1.6863 US$ 20,758,353 Proceeds, before expenses, to Youku US$46.4937 US$386,362,647 Proceeds, before expenses, to the selling shareholders US$46.4937 US$185,974,800 To the extent the underwriters sell more than 12,310,000 ADSs, the underwriters have the option to purchase up to an aggregate of 1,800,000 additional ADSs from certain of the selling shareholders at the public offering price less underwriting discounts.The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on May 25, 2011. Goldman Sachs (Asia) L.L.C. Allen network effects and economies of scale result in high barriers to entry; extensive and comprehensive video content library tailored to Chinese users; substantial investments in infrastructure, know-how and products and services to deliver a superior user experience; differentiated sales proposition attracting mainstream brand advertisers; and seasoned management team with a proven track record.Our StrategiesOur mission is to become the primary source of video content for the Chinese population across all Internet-enabled devices. We intend to achieve our mission by expanding our content library and user base, enhancing our brand and better monetizing our user traffic. More specifically, we plan to implement the following strategies: continue to improve our user experience; increase the breadth and depth of our video content library; expand our infrastructure and optimize our services across all Internet-enabled devices; further enhance our brand recognition; and expand and diversify our revenue sources.Our ChallengesWe expect to face risks and uncertainties related to our business and industry, including those relating to our ability to: capitalize on our investments to change our historical net loss position and achieve and sustain profitability;Form 424(B)(4)http:/www.sec.gov/Archives/edgar/data/1442596/000119312511146169/d424b4.htm2011/8/22 13:12:00 comply with applicable PRC governmental regulations policies;3Table of Contents generate sufficient revenues to offset the increase in acquisition costs for professionally produced content; maintain our product development advantages and keep up with technological developments and users evolving demands; and protect third-party intellectual property rights.In addition, we expect to face risks and uncertainties related to our corporate structure and doing business in China, including: risks associated with our control over our consolidated affiliated entities, which is based upon contractual arrangements rather than equity ownership; uncertainties associated with our compliance with various PRC laws and regulations, including regulations requiring domestic telecommunications services providers to own domain names and trademarks used in the provision of such services and have the necessary facilities for the approved business operations; and uncertainties associated with our ability to fund our expansion and operations due to PRC currency transfer and conversion restrictions and the restrictions on loans and direct investments by offshore holding companies to PRC entities.See “Risk Factors” beginning on page 15 of this prospectus and other information included in this prospectus for a discussion of these and other risks and uncertainties associated with our business and investing in our ADSs.Corporate History and StructureOn September 20, 2005, our founder, Victor Wing Cheung Koo, incorporated 1Verge Inc. in the Cayman Islands. On June 20, 2008, we changed the company name from 1Verge Inc. to Youku.com Inc. On November 1