简介
优酷网（YOUKU.com）是中国领先的视频网站，是国内网络视频行业的第一品牌。优酷以 “快者为王”为产品理念，注重用户体验，不断完善服务策略，其卓尔不群的“快速播放，快速发布，快速搜索”的产品特性，充分满足用户日益增长的多元化互动需求，使之成为国内视频网站中的领军势力。优酷坚持依循高端、大气的品牌路线，秉承媒体化的平台定位，以合计划为导向，优酷联手500余家媒体合作伙伴，展开资源整合和内容拓展，推动网络视频步入正版化，引领行业进入互联网电视时代。此外，优酷还是惟一一家获得广电双证的商业网站，意味着优酷已经成为正版影视节目发行、传播和营销的合法平台。2008年，将近500家国内外一线品牌选择优酷开展营销推广，营销价值得以充分彰显。截至2008年7月，优酷网成功完成共计8000万美元的世界级风险融资，其中包括国际性投资机构Bain Capital（贝恩资本集团）旗下的Brookside Capital LLC、硅谷历史最悠久的风险投资公司Sutter Hill Ventures、世界上最大的投资基金之一的Farallon Capital和中国本土唯一的常青基金Chengwei Ventures（成为基金）以及Maverick Capital等五家投资机构。

 

译文

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”).