- Registration of Additional Securities (up to 20%, foreign issuer) (F-1MEF)
20 May 2011 - 10:28PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 20, 2011
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM F-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Youku.com Inc.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrants name into English)
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Cayman Islands
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7389
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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11/F, SinoSteel Plaza
8 Haidian Street
Haidian
District
Beijing 100080
The Peoples Republic of China
(86-10) 5885-1881
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The
Landmark
15 Queens Road Central
Hong Kong
(852) 3740-4700
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Leiming Chen, Esq.
Simpson Thacher & Bartlett LLP
ICBC Tower, 35/F
3 Garden Road, Central
Hong
Kong
(852) 2514-7600
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Approximate date of
commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement.
If any
of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
¨
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
x
333-173963
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be
registered
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Amount to be
registered
(2)
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Proposed maximum
offering price per
ordinary share
(3)
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Proposed
maximum aggregate
offering
price
(3)
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Amount of
registration fee
(4)
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Class A Ordinary Shares, par value US$0.00001 per share
(1)
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5,580,000
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US$2.7528
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$
15,360,624
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$1,783.37
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(1)
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American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6
(Registration No. 333-170709). Each American depositary share represents 18 Class A ordinary shares.
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(2)
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Includes Class A ordinary shares that are issuable upon the exercise of the underwriters option to purchase additional shares. Also includes Class A ordinary
shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the
date the shares are first bona fide offered to the public. These Class A ordinary shares are not being registered for the purpose of sales outside the United States.
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(3)
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Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high and
low trading prices on May 19, 2011 of the Registrants American depositary shares listed on the New York Stock Exchange, each representing 18 Class A ordinary shares of the Registrant.
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The registration
statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction V to Form F-1, both promulgated under the Securities Act of 1933, as amended. The contents of the Registration Statement on
Form F-1 (File No. 333-173963) initially filed by Youku.com Inc. (the Company) with the Securities and Exchange Commission (the Commission) on May 5, 2011, which was declared effective by the Commission on May 19, 2011,
including all amendments, supplements and exhibits thereto and each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated therein, are incorporated herein by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly
caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on May
20
, 2011.
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Youku.com Inc.
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By:
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/s/ Victor Wing Cheung Koo
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Name:
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Victor Wing Cheung Koo
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Title:
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Chairman of the Board of Directors and Chief Executive Officer
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POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on May 20, 2011.
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Signature
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Title
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/s/ Victor Wing Cheung Koo
Name: Victor Wing Cheung Koo
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Chairman of the Board of Directors and Chief Executive Officer (principal executive officer)
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/s/ Dele Liu
Name:
Dele Liu
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Director, Chief Financial Officer and Senior Vice President (principal financial and
accounting officer)
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*
Name: George Leonard Baker Jr.
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Director
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Name: Jonathan Jia Zhu
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Director
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Name: Ye Sha
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Director
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Name: Nicholas Frederick Lawler
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Director
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Name: Bryan Zongwei Li
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Director
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*By: /s/ Dele Liu
Name: Dele Liu
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Attorney-in-Fact
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Youku.com Inc. has signed this
registration statement or amendment thereto in
the United States
on May
20
, 2011.
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Authorized U.S. Representative
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By:
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/s/ Kate Ledyard
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Name:
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Kate Ledyard
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Title:
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Manager
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YOUKU.COM INC.
EXHIBIT INDEX
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Exhibit
Number
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Description of Document
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5.1
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Opinion of Maples and Calder regarding the validity of the ordinary shares being registered
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23.1
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Consent of Ernst & Young Hua Ming, an independent registered public accounting firm
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23.2
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Consent of Maples and Calder (included in Exhibit 5.1)
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24.1
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Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Registration Statement on Form F-1 of Youku.com Inc. (File No. 333-173963) initially filed with the Securities and
Exchange Commission on May 5, 2011)
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Youku Tudou Inc. American Depositary Shares, Each Representing 18 Class A Ordinary Shares. (NYSE:YOKU)
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