Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EeZn96upYCRPmKo5TulASYkzsi7jTHHAdx/DpIWRHepCPmsE6TdVwLreymv26iG2 1hzv4ZNeKufAP9e4FVd11Q== 0001193125-11-034373.txt : 20110214 0001193125-11-034373.hdr.sgml : 20110214 20110214114440 ACCESSION NUMBER: 0001193125-11-034373 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: 1LOOK HOLDINGS LTD. GROUP MEMBERS: CHENGWEI PARTNERS, L.P. GROUP MEMBERS: CHENGWEI VENTURES EVERGREEN ADVISORS FUND, LLC GROUP MEMBERS: CHENGWEI VENTURES EVERGREEN FUND, L.P. GROUP MEMBERS: CHENGWEI VENTURES EVERGREEN MANAGEMENT, LLC GROUP MEMBERS: VICTOR WING CHEUNG KOO GROUP MEMBERS: YE SHA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YOUKU.COM INC. CENTRAL INDEX KEY: 0001442596 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85821 FILM NUMBER: 11603589 BUSINESS ADDRESS: STREET 1: 5TH FLOOR STREET 2: SINOSTEEL PLAZA, 8 HAIDIAN STREET CITY: BEIJING STATE: F4 ZIP: 100080 BUSINESS PHONE: 86-10-58851881 MAIL ADDRESS: STREET 1: 5TH FLOOR STREET 2: SINOSTEEL PLAZA, 8 HAIDIAN STREET CITY: BEIJING STATE: F4 ZIP: 100080 FORMER COMPANY: FORMER CONFORMED NAME: YOUKU.COM INC DATE OF NAME CHANGE: 20080811 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 1Verge Holdings Ltd. CENTRAL INDEX KEY: 0001511615 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 5/F, SINOSTEEL PLAZA STREET 2: 8 HAIDIAN STREET CITY: BEIJING STATE: F4 ZIP: 100080 BUSINESS PHONE: 86-10-5885-1881 MAIL ADDRESS: STREET 1: 5/F, SINOSTEEL PLAZA STREET 2: 8 HAIDIAN STREET CITY: BEIJING STATE: F4 ZIP: 100080 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

13d-2(b)

(Amendment No. )*

YOUKU.COM INC.

(Name of Issuer)

Class A Ordinary Shares, par value US$0.00001 per share

(Title of Class of Securities)

G9876M106

(CUSIP Number)

December 8, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)


1	NAME OF REPORTING PERSON 1Verge Holdings Ltd. (“1Verge”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 626,773,147 shares (represented by 626,773,147 Class B ordinary shares, which may be converted into 626,773,147 Class A ordinary shares within 60 days of the filing date), all of which are directly held by 1Verge, except that each of 1Look Holdings Ltd. (“1Look”) and Chengwei Partners, L.P., Chengwei Ventures Evergreen Fund, L.P. and Chengwei Ventures Evergreen Advisors Fund, LLC (collectively, the “Chengwei Funds”), the shareholders of 1Verge; Victor Wing Cheung Koo, the sole shareholder of 1Look; Chengwei Ventures Evergreen Management, LLC (“Chengwei Management”), the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have shared voting power with respect to such shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 626,773,147 shares (represented by 626,773,147 Class B ordinary shares, which may be converted into 626,773,147 Class A ordinary shares within 60 days of the filing date), all of which are directly held by 1Verge, except that each of 1Look and Chengwei Funds, the shareholders of 1Verge; Victor Wing Cheung Koo, the sole shareholder of 1Look; Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have shared dispositive power with respect to such shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 626,773,147¹
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 33.1%²
12	TYPE OF REPORTING PERSON PN

Consists of 626,773,147 Class B ordinary shares directly held by 1Verge. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share and Class A ordinary shares are not convertible into Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B ordinary share is entitled to three votes per share, whereas each Class A ordinary share is entitled to one vote per share.

²	Assumes conversion of all such reporting person’s Class B ordinary shares into Class A ordinary shares.


1	NAME OF REPORTING PERSON 1Look Holdings Ltd. (“1Look”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 645,023,147 shares, of which 626,773,147 shares (represented by 626,773,147 Class B ordinary shares, which may be converted into 626,773,147 Class A ordinary shares within 60 days of the filing date) are directly held by 1Verge, and 18,250,000 shares (represented by 18,250,000 Class B ordinary shares, which may be converted into 18,250,000 Class A ordinary shares within 60 days of the filing date) are directly held by 1Look. Each of 1Look and Chengwei Funds, the shareholders of 1Verge; Victor Wing Cheung Koo, the sole shareholder of 1Look; Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have shared voting power with respect to the shares directly held by 1Verge. Victor Wing Cheung Koo, the sole shareholder of 1Look, may be deemed to have sole voting power with respect to the shares directly held by 1Look.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 645,023,147 shares, of which 626,773,147 shares (represented by 626,773,147 Class B ordinary shares, which may be converted into 626,773,147 Class A ordinary shares within 60 days of the filing date) are directly held by 1Verge, and 18,250,000 shares (represented by 18,250,000 Class B ordinary shares, which may be converted into 18,250,000 Class A ordinary shares within 60 days of the filing date) are directly held by 1Look. Each of 1Look and Chengwei Funds, the shareholders of 1Verge; Victor Wing Cheung Koo, the sole shareholder of 1Look; Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have shared dispositive power with respect to the shares directly held by 1Verge. Victor Wing Cheung Koo, the sole shareholder of 1Look, may be deemed to have sole dispositive power with respect to the shares directly held by 1Look.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 645,023,147¹
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 34.0%²
12	TYPE OF REPORTING PERSON OO

Consists of 626,773,147 Class B ordinary shares directly held by 1Verge and 18,250,000 Class B ordinary shares directly held by 1Look. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share and Class A ordinary shares are not convertible into Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B ordinary share is entitled to three votes per share, whereas each Class A ordinary share is entitled to one vote per share.

²	Assumes conversion of all such reporting person’s Class B ordinary shares into Class A ordinary shares.


1	NAME OF REPORTING PERSON Chengwei Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 627,244,764 shares, of which 626,773,147 shares (represented by 626,773,147 Class B ordinary shares, which may be converted into 626,773,147 Class A ordinary shares within 60 days of the filing date) are directly held by 1Verge, and 471,617 shares (represented by 471,617 Class B ordinary shares, which may be converted into 471,617 Class A ordinary shares within 60 days of the filing date) are directly held by Chengwei Partners, L.P. Each of 1Look and Chengwei Funds, the shareholders of 1Verge; Victor Wing Cheung Koo, the sole shareholder of 1Look; Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have shared voting power with respect to the shares directly held by 1Verge. Chengwei Management, the general partner of Chengwei Partners, L.P.; and Ye Sha, the managing director of Chengwei Management, may be deemed to have sole voting power with respect to the shares directly held by Chengwei Partners, L.P.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 627,244,764 shares, of which 626,773,147 shares (represented by 626,773,147 Class B ordinary shares, which may be converted into 626,773,147 Class A ordinary shares within 60 days of the filing date) are directly held by 1Verge, and 471,617 shares (represented by 471,617 Class B ordinary shares, which may be converted into 471,617 Class A ordinary shares within 60 days of the filing date) are directly held by Chengwei Partners, L.P. Each of 1Look and Chengwei Funds, the shareholders of 1Verge; Victor Wing Cheung Koo, the sole shareholder of 1Look; Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have shared dispositive power with respect to the shares directly held by 1Verge. Chengwei Management, the general partner of Chengwei Partners, L.P.; and Ye Sha, the managing director of Chengwei Management, may be deemed to have sole dispositive power with respect to the shares directly held by Chengwei Partners, L.P.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 627,244,764¹
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 33.1%²
12	TYPE OF REPORTING PERSON PN

Consists of 626,773,147 Class B ordinary shares directly held by 1Verge and 471,617 Class B ordinary shares directly held by Chengwei Partners, L.P. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share and Class A ordinary shares are not convertible into Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B ordinary share is entitled to three votes per share, whereas each Class A ordinary share is entitled to one vote per share.

²	Assumes conversion of all such reporting person’s Class B ordinary shares into Class A ordinary shares.


1	NAME OF REPORTING PERSON Chengwei Ventures Evergreen Fund, L.P. (“Chengwei Evergreen L.P.”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 639,871,110 shares, of which 626,773,147 shares (represented by 626,773,147 Class B ordinary shares, which may be converted into 626,773,147 Class A ordinary shares within 60 days of the filing date) are directly held by 1Verge, and 13,097,963 shares (represented by 13,097,963 Class B ordinary shares, which may be converted into 13,097,963 Class A ordinary shares within 60 days of the filing date) are directly held by Chengwei Evergreen L.P. Each of 1Look and Chengwei Funds, the shareholders of 1Verge; Victor Wing Cheung Koo, the sole shareholder of 1Look; Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have shared voting power with respect to the shares directly held by 1Verge. Chengwei Management, the general partner of Chengwei Evergreen L.P.; and Ye Sha, the managing director of Chengwei Management, may be deemed to have sole voting power with respect to the shares directly held by Chengwei Evergreen L.P.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 639,871,110 shares, of which 626,773,147 shares (represented by 626,773,147 Class B ordinary shares, which may be converted into 626,773,147 Class A ordinary shares within 60 days of the filing date) are directly held by 1Verge, and 13,097,963 shares (represented by 13,097,963 Class B ordinary shares, which may be converted into 13,097,963 Class A ordinary shares within 60 days of the filing date) are directly held by Chengwei Evergreen L.P. Each of 1Look and Chengwei Funds, the shareholders of 1Verge; Victor Wing Cheung Koo, the sole shareholder of 1Look; Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have shared dispositive power with respect to the shares directly held by 1Verge. Chengwei Management, the general partner of Chengwei Evergreen L.P.; and Ye Sha, the managing director of Chengwei Management, may be deemed to have sole dispositive power with respect to the shares directly held by Chengwei Evergreen L.P.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 639,871,110¹
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 33.8%²
12	TYPE OF REPORTING PERSON PN

Consists of 626,773,147 Class B ordinary shares directly held by 1Verge and 13,097,963 Class B ordinary shares directly held by Chengwei Evergreen L.P. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share and Class A ordinary shares are not convertible into Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B ordinary share is entitled to three votes per share, whereas each Class A ordinary share is entitled to one vote per share.

²	Assumes conversion of all such reporting person’s Class B ordinary shares into Class A ordinary shares.


1	NAME OF REPORTING PERSON Chengwei Ventures Evergreen Advisors Fund, LLC (“Chengwei Evergreen LLC”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 627,941,625 shares, of which 626,773,147 shares (represented by 626,773,147 Class B ordinary shares, which may be converted into 626,773,147 Class A ordinary shares within 60 days of the filing date) are directly held by 1Verge, and 1,168,478 shares (represented by 1,168,478 Class B ordinary shares, which may be converted into 1,168,478 Class A ordinary shares within 60 days of the filing date) are directly held by Chengwei Evergreen LLC. Each of 1Look and Chengwei Funds, the shareholders of 1Verge; Victor Wing Cheung Koo, the sole shareholder of 1Look; Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have shared voting power with respect to the shares directly held by 1Verge. Chengwei Management, the managing member of Chengwei Evergreen LLC; and Ye Sha, the managing director of Chengwei Management, may be deemed to have sole voting power with respect to the shares directly held by Chengwei Evergreen LLC.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 627,941,625 shares, of which 626,773,147 shares (represented by 626,773,147 Class B ordinary shares, which may be converted into 626,773,147 Class A ordinary shares within 60 days of the filing date) are directly held by 1Verge, and 1,168,478 shares (represented by 1,168,478 Class B ordinary shares, which may be converted into 1,168,478 Class A ordinary shares within 60 days of the filing date) are directly held by Chengwei Evergreen LLC. Each of 1Look and Chengwei Funds, the shareholders of 1Verge; Victor Wing Cheung Koo, the sole shareholder of 1Look; Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have shared dispositive power with respect to the shares directly held by 1Verge. Chengwei Management, the managing member of Chengwei Evergreen LLC; and Ye Sha, the managing director of Chengwei Management, may be deemed to have sole dispositive power with respect to the shares directly held by Chengwei Evergreen LLC.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 627,941,625¹
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 33.1%²
12	TYPE OF REPORTING PERSON OO

Consists of 626,773,147 Class B ordinary shares directly held by 1Verge and 1,168,478 Class B ordinary shares directly held by Chengwei Evergreen LLC. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share and Class A ordinary shares are not convertible into Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B ordinary share is entitled to three votes per share, whereas each Class A ordinary share is entitled to one vote per share.

²	Assumes conversion of all such reporting person’s Class B ordinary shares into Class A ordinary shares.


1	NAME OF REPORTING PERSON Chengwei Ventures Evergreen Management, LLC (“Chengwei Management”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 641,511,205 shares, of which 626,773,147 shares (represented by 626,773,147 Class B ordinary shares, which may be converted into 626,773,147 Class A ordinary shares within 60 days of the filing date) are directly held by 1Verge, and 14,738,058 shares (represented by 14,738,058 Class B ordinary shares, which may be converted into 14,738,058 Class A ordinary shares within 60 days of the filing date) are directly held by the Chengwei Funds. Each of 1Look and Chengwei Funds, the shareholders of 1Verge; Victor Wing Cheung Koo, the sole shareholder of 1Look; Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have shared voting power with respect to the shares directly held by 1Verge. Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have sole voting power with respect to the shares directly held by the Chengwei Funds.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 641,511,205 shares, of which 626,773,147 shares (represented by 626,773,147 Class B ordinary shares, which may be converted into 626,773,147 Class A ordinary shares within 60 days of the filing date) are directly held by 1Verge, and 14,738,058 shares (represented by 14,738,058 Class B ordinary shares, which may be converted into 14,738,058 Class A ordinary shares within 60 days of the filing date) are directly held by the Chengwei Funds. Each of 1Look and Chengwei Funds, the shareholders of 1Verge; Victor Wing Cheung Koo, the sole shareholder of 1Look; Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have shared dispositive power with respect to the shares directly held by 1Verge. Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have sole dispositive power with respect to the shares directly held by the Chengwei Funds.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 641,511,205¹
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 33.8%²
12	TYPE OF REPORTING PERSON OO

Consists of 626,773,147 Class B ordinary shares directly held by 1Verge and 14,738,058 Class B ordinary shares directly held by the Chengwei Funds. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share and Class A ordinary shares are not convertible into Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B ordinary share is entitled to three votes per share, whereas each Class A ordinary share is entitled to one vote per share.

²	Assumes conversion of all such reporting person’s Class B ordinary shares into Class A ordinary shares.


1	NAME OF REPORTING PERSON Victor Wing Cheung Koo
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 645,023,147 shares, of which 626,773,147 shares (represented by 626,773,147 Class B ordinary shares, which may be converted into 626,773,147 Class A ordinary shares within 60 days of the filing date) are directly held by 1Verge, and 18,250,000 shares (represented by 18,250,000 Class B ordinary shares, which may be converted into 18,250,000 Class A ordinary shares within 60 days of the filing date) are directly held by 1Look. Each of 1Look and Chengwei Funds, the shareholders of 1Verge; Victor Wing Cheung Koo, the sole shareholder of 1Look; Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have shared voting power with respect to the shares directly held by 1Verge. Victor Wing Cheung Koo, the sole shareholder of 1Look, may be deemed to have sole voting power with respect to the shares directly held by 1Look.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 645,023,147 shares, of which 626,773,147 shares (represented by 626,773,147 Class B ordinary shares, which may be converted into 626,773,147 Class A ordinary shares within 60 days of the filing date) are directly held by 1Verge, and 18,250,000 shares (represented by 18,250,000 Class B ordinary shares, which may be converted into 18,250,000 Class A ordinary shares within 60 days of the filing date) are directly held by 1Look. Each of 1Look and Chengwei Funds, the shareholders of 1Verge; Victor Wing Cheung Koo, the sole shareholder of 1Look; Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have shared dispositive power with respect to the shares directly held by 1Verge. Victor Wing Cheung Koo, the sole shareholder of 1Look, may be deemed to have sole dispositive power with respect to the shares directly held by 1Look.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 645,023,147¹
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 34.0%²
12	TYPE OF REPORTING PERSON IN

²	Assumes conversion of all such reporting person’s Class B ordinary shares into Class A ordinary shares.


1	NAME OF REPORTING PERSON Ye Sha
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION P.R. China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 641,511,205 shares, of which 626,773,147 shares (represented by 626,773,147 Class B ordinary shares, which may be converted into 626,773,147 Class A ordinary shares within 60 days of the filing date) are directly held by 1Verge, and 14,738,058 shares (represented by 14,738,058 Class B ordinary shares, which may be converted into 14,738,058 Class A ordinary shares within 60 days of the filing date) are directly held by the Chengwei Funds. Each of 1Look and Chengwei Funds, the shareholders of 1Verge; Victor Wing Cheung Koo, the sole shareholder of 1Look; Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have shared voting power with respect to the shares directly held by 1Verge. Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have sole voting power with respect to the shares directly held by the Chengwei Funds.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 641,511,205 shares, of which 626,773,147 shares (represented by 626,773,147 Class B ordinary shares, which may be converted into 626,773,147 Class A ordinary shares within 60 days of the filing date) are directly held by 1Verge, and 14,738,058 shares (represented by 14,738,058 Class B ordinary shares, which may be converted into 14,738,058 Class A ordinary shares within 60 days of the filing date) are directly held by the Chengwei Funds. Each of 1Look and Chengwei Funds, the shareholders of 1Verge; Victor Wing Cheung Koo, the sole shareholder of 1Look; Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have shared dispositive power with respect to the shares directly held by 1Verge. Chengwei Management, the general partner or managing member of the Chengwei Funds; and Ye Sha, the managing director of Chengwei Management, may be deemed to have sole dispositive power with respect to the shares directly held by the Chengwei Funds.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 641,511,205¹
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 33.8%²
12	TYPE OF REPORTING PERSON IN

²	Assumes conversion of all such reporting person’s Class B ordinary shares into Class A ordinary shares.

Item 1

(a).

Name of Issuer:

Youku.com Inc. (the “Company”)

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

The principal executive offices of the Company are located at:

11/F, SinoSteel Plaza

8 Haidian Street

Beijing 100080

The People’s Republic of China

Item 2

(a).

Name of Person Filing:

This statement is being filed on behalf of the following parties (collectively, the “Reporting Persons”): (1) 1Verge Holdings Ltd., a British Virgin Islands company (“1Verge”); (2) 1Look Holdings Ltd., a British Virgin Islands company (“1Look”); (3) Chengwei Partners, L.P., a Cayman Islands limited partnership, Chengwei Ventures Evergreen Fund, L.P., a Cayman Islands limited partnership (“Chengwei Evergreen L.P.”) and Chengwei Ventures Evergreen Advisors Fund, LLC, a Cayman Islands company (“Chengwei Evergreen LLC”, and collectively with Chengwei Partners, L.P. and Chengwei Evergreen L.P., the “Chengwei Funds”); (4) Chengwei Ventures Evergreen Management, LLC, a Cayman Islands company (“Chengwei Management”); (5) Victor Wing Cheung Koo, a citizen of Hong Kong; and (6) Ye Sha, a citizen of P.R. China.

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

The principal business office for each of 1Verge and Ye Sha is:

c/o Suite C, No. 33

Lane 672 Changle Road

Shanghai 200040

P.R. China

The principal business office for each of the Chengwei Funds and Chengwei Management is:

c/o Chengwei Ventures Management, LLC

58 West Portal Av. #146

San Francisco, CA 94127

United States

The principal business office for each of 1Look and Victor Wing Cheung Koo is:

11/F, SinoSteel Plaza

8 Haidian Street

Beijing 100080

The People’s Republic of China

Item 2

(c)

Citizenship:

See Item 2(a) above.

Item 2

(d).

Title of Class of Securities:

The class of equity securities of the Company to which this filing on Schedule 13G relates is Class A ordinary shares, par value US$0.00001 per share.

Item 2

(e).

CUSIP Number:

G9876M106

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

Not applicable.


Item 4.		Ownership:

		The information required by Item 4(a) – (c) and set forth in rows 5 through 11 of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person. Pursuant to Rule 13d-3(d)(1), all Class B ordinary shares (which are convertible into Class A ordinary shares) held by the Reporting Persons were deemed to be converted for the purposes of (i) determining the aggregate amount of Class A ordinary shares beneficially owned by the Reporting Persons and (ii) calculating the percentages of the Class A ordinary shares owned by such person. The percentages of ownership set forth in row 11 of the cover page for each Reporting Person is based on 1,895,523,203 ordinary shares outstanding (reflecting the conversion of Class B ordinary shares) as of December 31, 2010.

Item 5.		Ownership of Five Percent or Less of a Class:

		Not applicable.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person:

		Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Controlling Person:

		Not applicable.

Item 8.		Identification and Classification of Members of the Group:

		Not applicable.

Item 9.		Notice of Dissolution of Group:

		Not applicable.

Item 10.		Certifications:

		Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: February 14, 2011

1Verge Holdings Ltd.	By:	/s/ Victor Wing Cheung Koo
	Name:	Victor Wing Cheung Koo
	Title:	Director

1Look Holdings Ltd.	By:	/s/ Victor Wing Cheung Koo
	Name:	Victor Wing Cheung Koo
	Title:	Sole Director

Chengwei Partners, L.P.	By:	/s/ Aline Moulia
	Name:	Aline Moulia
	Title:	Authorized Signatory of its GP
		Chengwei Ventures Evergreen Management, LLC

Chengwei Ventures Evergreen Fund, L.P.	By:	/s/ Aline Moulia
	Name:	Aline Moulia
	Title:	Authorized Signatory of its GP
		Chengwei Ventures Evergreen Management, LLC

Chengwei Ventures Evergreen Advisors Fund, LLC	By:	/s/ Aline Moulia
	Name:	Aline Moulia
	Title:	Authorized Signatory of its GP
		Chengwei Ventures Evergreen Management, LLC



Chengwei Ventures Evergreen Management, LLC	By:	/s/ Aline Moulia
	Name:	Aline Moulia
	Title:	Authorized Signatory

Victor Wing Cheung Koo	/s/ Victor Wing Cheung Koo
	Victor Wing Cheung Koo

Ye Sha	/s/ Ye Sha
	Ye Sha

LIST OF EXHIBITS


Exhibit No.		Description

A		Joint Filing Agreement

EX-99.(A) 2 dex99a.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit A

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A and Class B ordinary Shares, par value $0.00001 per share, of Youku.com Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

Dated: February 14, 2011


1Verge Holdings Ltd.	By:	/s/ Victor Wing Cheung Koo
	Name:	Victor Wing Cheung Koo
	Title:	Director

1Look Holdings Ltd.	By:	/s/ Victor Wing Cheung Koo
	Name:	Victor Wing Cheung Koo
	Title:	Sole Director

Chengwei Partners, L.P.	By:	/s/ Aline Moulia
	Name:	Aline Moulia
	Title:	Authorized Signatory of its GP
		Chengwei Ventures Evergreen Management, LLC

Chengwei Ventures Evergreen Fund, L.P.	By:	/s/ Aline Moulia
	Name:	Aline Moulia
	Title:	Authorized Signatory of its GP
		Chengwei Ventures Evergreen Management, LLC

Chengwei Ventures Evergreen Advisors Fund, LLC	By:	/s/ Aline Moulia
	Name:	Aline Moulia
	Title:	Authorized Signatory of its GP
		Chengwei Ventures Evergreen Management, LLC


Chengwei Ventures Evergreen Management, LLC	By:	/s/ Aline Moulia
	Name:	Aline Moulia
	Title:	Authorized Signatory

Victor Wing Cheung Koo	/s/ Victor Wing Cheung Koo
	Victor Wing Cheung Koo

Ye Sha	/s/ Ye Sha
	Ye Sha

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