簡介
優酷網（YOUKU.com）是中國領先的視頻網站，是國內網絡視頻行業的第一品牌。優酷以 “快者為王”為產品理念，注重用戶體驗，不斷完善服務策略，其卓爾不群的“快速播放，快速發布，快速搜索”的產品特性，充分滿足用戶日益增長的多元化互動需求，使之成為國內視頻網站中的領軍勢力。優酷堅持依循高端、大氣的品牌路線，秉承媒體化的平臺定位，以合計劃為導向，優酷聯手500余家媒體合作伙伴，展開資源整合和內容拓展，推動網絡視頻步入正版化，引領行業進入互聯網電視時代。此外，優酷還是惟一一家獲得廣電雙證的商業網站，意味著優酷已經成為正版影視節目發行、傳播和營銷的合法平臺。2008年，將近500家國內外一線品牌選擇優酷開展營銷推廣，營銷價值得以充分彰顯。截至2008年7月，優酷網成功完成共計8000萬美元的世界級風險融資，其中包括國際性投資機構Bain Capital（貝恩資本集團）旗下的Brookside Capital LLC、硅谷歷史最悠久的風險投資公司Sutter Hill Ventures、世界上最大的投資基金之一的Farallon Capital和中國本土唯一的常青基金Chengwei Ventures（成為基金）以及Maverick Capital等五家投資機構。

 

譯文

328313.07-Hong Kong Server 1A - MSW AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated March 11, 2012 is by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), Two Merger Sub Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary of Company Y (“Merger Sub”), and Tudou Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company T” and, together with Company Y and Merger Sub, the “Parties”). Certain capitalized terms used in this Agreement are used as defined in Section 9.12. WHEREAS, the respective Boards of Directors of Company Y and Merger Sub have (i) approved the merger of Merger Sub with and into Company T (the “Merger”), with Company T surviving the Merger upon the terms and subject to the conditions set forth in this Agreement and becoming a direct wholly owned Subsidiary of Company Y as a result of the Merger, (ii) approved the execution, delivery and performance by Company Y and Merger Sub, as the case may be, of this Agreement and the consummation of the Merger and the other transactions contemplated hereby; and (iii) recommended the approval of the Share Issuance (as defined below) by the requisite vote of the Company Y shareholders and the authorization and approval of this Agreement and the Merger and the Plan of Merger (as defined below) by the requisite vote of the Merger Sub shareholder; WHEREAS, the Board of Directors of Company T (the “Company T Board”) has (i) determined that it is in the best interests of Company T and its shareholders, and declared it advisable, to enter into this Agreement and the Plan of Merger, (ii) approved the execution, delivery and performance by Company T of this Agreement and the Plan of Merger and the consummation of the Merger and the other transactions contemplated hereby and (iii) recommended the authorization and approval by way of special resolution of this Agreement, the Merger and the Plan of Merger by the shareholders of Company T; WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the willingness of Company T to enter into this Agreement, each of the Company Y Voting Shareholders has executed and delivered to Company T a voting agreement dated as of the date hereof, between each such Company Y Voting Shareholder and Company T (together with the schedules and exhibits attached thereto, each a “Company Y Voting Agreement”); and WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the willingness of Company Y and Merger Sub to enter into this Agreement, each of the Company T Voting Shareholders has executed and delivered to Company Y a voting agreement, dated as of the date hereof, between each such Company T Voting Shareholder and Company Y (together with the schedules and exhibits attached thereto,

each a “Company T Voting Agreement”).