A definitive merger agreement pursuant to which an affiliate of Alibaba Group will acquire Youku Tudou in an all-cash transaction (the Transaction). Upon completion of the Transaction, the shareholders of Youku Tudou, other than the current investment entity controlled by Alibaba, will have the right to receive $27.60 per American Depositary Share (ADS, each representing 18 ordinary shares of Youku Tudou) in cash. The price represents a premium of 35.1 per cent over the closing price of Youku Tudou’s ADSs on October 15th 2015, one day prior to the date that Youku Tudou announced it had received a ‘going private’ proposal from Alibaba, and a premium of 49.9 per cent to the volume-weighted average closing price of Youku Tudou’s ADSs during the three months prior to October 15th 2015.