Beijing – Youku Tudou Inc., China’s Internet television company (“Youku Tudou” or the “Company”), announced on April 28 that it has entered into definitive agreements with a joint investment vehicle of Alibaba Group Holding Limited (“Alibaba”) and Yunfeng Capital, pursuant to which Alibaba and Yunfeng Capital, through the joint investment vehicle, will invest an aggregate of approximately US$1.22 billion to purchase a number of Class A ordinary shares from the Company, estimated to be 707,250,870 newly issued shares, and 13,869,990 existing Class A ordinary shares, at a purchase price of US$1.6944 per share, corresponding to US$30.50 per American Depositary Share of the Company, each representing 18 Class A ordinary shares.

Alibaba and Yunfeng Capital will indirectly hold approximately 16.5% and 2.0%, respectively, of the total issued and outstanding shares of the Company on a fully-diluted basis determined under the treasury method, after taking into account the shares to be issued in the transaction. The transaction is expected to close in the near future, subject to the satisfaction of customary closing conditions. Jonathan Lu, Chief Executive Officer of Alibaba, will join Youku Tudou’s board of directors upon completion of the transaction.

“We are very pleased to have Alibaba as our strategic investor. Alibaba’s investment will strengthen Youku Tudou as China’s largest online video platform and further differentiate our services and user experience. It will help us continue to build an immersive cultural entertainment platform that integrates online and offline entertainment,” Victor Koo, Chairman and Chief Executive Officer of Youku Tudou, said.

“We are excited to cooperate and work closely with Victor and his team to support their innovation in this key emerging space as well as accelerate our digital entertainment and video content strategy,” said Jack Ma, Executive Chairman of Alibaba. “This is an important strategic initiative that will further extend the Alibaba ecosystem and bring new products and services to Alibaba’s customers.”

Goldman Sachs (Asia) L.L.C. is serving as Youku Tudou’s financial advisor in respect of the transaction. Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal advisor to Youku Tudou, and TransAsia Lawyers and Maples and Calder are serving as PRC and Cayman Islands legal advisor to Youku Tudou, respectively.

Morgan Stanley Asia Limited is serving as Alibaba’s financial advisor in respect of the transaction. Simpson Thacher & Bartlett LLP is serving as U.S. legal advisor to Alibaba, and Fangda Partners and Walkers are serving as PRC and Cayman Islands legal advisor to Alibaba, respectively.