Ku6 Media Co., Ltd. - American (NASDAQ:KUTV)

BEIJING, July 12, 2016 /PRNewswire/ -- Ku6 Media Co., Ltd. ("Ku6 Media" or the "Company," NASDAQ: KUTV), a leading internet video company focused on User Generated Content in China, announced today the completion of the merger contemplated by the previously announced Agreement and Plan of Merger (the "Merger Agreement") dated as of April 5, 2016, among the Company, Shanda Investment Holdings Limited ("Parent") and Ku6 Acquisition Company Limited, a wholly owned subsidiary of Parent. As a result of the merger, the Company became a wholly owned subsidiary of Parent.

Under the terms of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held on July 8, 2016, all of the Company's ordinary shares ("Shares") issued and outstanding immediately prior to the effective time of the merger were cancelled in consideration for the right to receive US$0.0108 per Share and all of the issued and outstanding American depositary shares of the Company, each representing 100 Shares ("ADSs")  were cancelled in consideration for the right to receive US$1.08 per ADS (less US$0.05 per ADS cancellation fees pursuant to the terms of the Deposit Agreement, dated as of February 8, 2005, among the Company, Citibank, N.A., as depositary (the "ADS Depositary"), and the holders of ADSs issued thereunder), in each case, in cash, without interest and net of any applicable withholding taxes except for the following Shares (including Shares represented by ADSs), which were cancelled and cease to exist at the effective time of the merger but did not convert into the right to receive the foregoing merger consideration:

(a)  Shares held by Parent, the Company or any of their subsidiaries and Shares (including Shares represented by ADSs) held by the ADS Depositary and reserved for issuance and allocation pursuant to the Company's equity compensation plans immediately prior to the effective time of the merger, which were cancelled without payment of any consideration or distribution therefor;

(b)  restricted Shares, each of which will be cancelled at the effective time of the Merger and thereafter represent only the right to receive the issuance of restricted shares in the Company (continuing as the surviving company) in accordance with the Merger Agreement; and

(c)  Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenters' rights under the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) (the "Cayman Islands Companies Law"), which were cancelled and will entitle the former holders thereof to receive the fair value thereon in accordance with such holders' dissenters' rights under the Cayman Islands Companies Law.

Shareholders of record as of the effective time of the merger who are entitled to receive the merger consideration will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for the merger consideration. Shareholders should wait to receive the letter of transmittal before surrendering their share certificates. As soon as practicable after the date of this announcement, the ADS Depositary will call for the surrender of all ADSs in exchange for the delivery of the merger consideration. Upon the surrender of ADSs, the ADS Depositary will pay to the surrendering holders US$1.08 per ADS surrendered (less an ADS cancellation fee of US$0.05 per ADS) in cash, without interest and net of any applicable withholding taxes.

The Company also announced today that it requested that trading of its ADSs on NASDAQ to be halted prior to market open and be suspended effective at the close of business of July 12, 2016. The Company requested that NASDAQ file a Form 25 with the Securities and Exchange Commission (the "SEC") notifying the SEC of the delisting of its ADSs on NASDAQ and the deregistration of the Company's registered securities. The deregistration will become effective in 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC in ten days after the filing of the Form 25 with the SEC. The Company's obligations to file with the SEC certain reports and forms, including Form 20-F, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.

BEIJING, July 8, 2016 /PRNewswire/ -- Ku6 Media Co., Ltd. ("Ku6 Media" or the "Company," NASDAQ: KUTV), a leading internet video company focused on User Generated Content in China, announced today that, at an extraordinary general meeting held today, the Company's shareholders voted in favor of the proposal to authorize and approve the previously announced Agreement and Plan of Merger (the "Merger Agreement") dated as of April 5, 2016, among the Company, Shanda Investment Holdings Limited ("Parent") and Ku6 Acquisition Company Limited, a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company with the Company continuing as the surviving company (the "Merger") and to authorize and approve any and all transactions contemplated by the Merger Agreement, including the Merger.

Approximately 70.88% of the Company's total outstanding ordinary shares of the Company entitled to vote at the extraordinary general meeting voted in person or by proxy at today's extraordinary general meeting. Of those ordinary shares, approximately 99.67% were voted in favor of the proposal to authorize and approve the Merger Agreement and any and all transactions contemplated by the Merger Agreement, including the Merger.

The parties currently expect to complete the Merger within July 2016, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. Upon completion of the Merger, the Company will become a privately held company and its American depositary shares, each representing 100 ordinary shares, will no longer be listed on NASDAQ.

BEIJING, June 8, 2016 /PRNewswire/ -- Ku6 Media Co., Ltd. ("Ku6 Media" or the "Company," NASDAQ: KUTV), a leading internet video company focused on User Generated Content in China, announced today that it has called an extraordinary general meeting of shareholders (the "EGM"), to be held on July 8, 2016 at 10:00 a.m. (Hong Kong time). The meeting will be held at the offices of Davis Polk & Wardwell, The Hong Kong Club Building, 3A Chater Road, Central, Hong Kong, to consider and vote on, among other things, the proposal to authorize and approve the previously announced Agreement and Plan of Merger (the "Merger Agreement") dated as of April 5, 2016, among the Company, Shanda Investment Holdings Limited ("Parent") and Ku6 Acquisition Company Limited, a wholly owned subsidiary of Parent ("Merger Sub"), the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Annex A to the Merger Agreement (the "Plan of Merger"), and the transactions contemplated thereby, including the Merger (as defined below).

Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving company after the merger (the "Merger"). If completed, the Company will continue its operations as a privately held company and, as a result of the Merger, the American depositary shares, each representing 100 ordinary Shares, (the "ADSs"), will no longer be listed on the NASDAQ Global Market and the American depositary shares program for the ADSs will terminate. The Company's board of directors, acting upon the unanimous recommendation of the special committee of the board of directors, authorized and approved the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, and resolved to recommend that the Company's shareholders and ADS holders vote for, among other things, the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the transactions contemplated thereby.

Shareholders of record as of the close of business in the Cayman Islands on June 27, 2016 will be entitled to vote at the EGM. The record date for ADS holders entitled to instruct Citibank, N.A., the ADS depositary, to vote the shares represented by the ADSs is the close of business in New York City on June 9, 2016. Additional information regarding the EGM and the Merger Agreement can be found in the transaction statement on Schedule 13E-3, and the proxy statement attached as Exhibit (A)-(1) thereto, filed with the Securities and Exchange Commission (the "SEC"), which can be obtained from the SEC's website (http://www.sec.gov). INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE PROXY MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER AND RELATED MATTERS.

This announcement is neither a solicitation of proxies, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for the proxy statement and other materials that have been or will be filed with or furnished to the SEC.

BEIJING, April 14, 2016 /PRNewswire/ -- Ku6 Media Co., Ltd. ("Ku6 Media" or the "Company," NASDAQ: KUTV), a leading internet video company focused on User Generated Content in China, today announced that on April 13, 2016, the Company was notified by The NASDAQ Stock Market LLC ("NASDAQ") that the hearings panel of NASDAQ (the "Hearing Panel") had granted the Company's request for a temporary exception to the listing rules, and the Company will continue its listing on the NASDAQ Global Market, subject to the condition that on or before July 13, 2016, the Company must have completed the previously announced "going private" transaction with its controlling shareholder, and taken steps to delist the Company's American depositary shares ("ADSs") from the NASDAQ Global Market. The Company is required to promptly inform the Hearing Panel of any material event that may delay the closing of the going private transaction, and the Hearing Panel may reconsider the terms of the exception based on any event, condition or circumstance that exists or develops. There can be no assurance that the Company will be able to comply with the conditions of the exception.

As previously announced, in February 2016, NASDAQ notified the Company of its determination to delist the ADSs based on the Company's non-compliance with the US$1 minimum bid price requirement, the US$50,000,000 minimum market value requirement and the US$15,000,000 minimum market value of publicly held securities requirement. The Company appealed such determination and was granted a hearing before the Hearing Panel, which was held on March 31, 2016.

As previously announced on April 5, 2016, the Company entered into a definitive Agreement and Plan of Merger (the "Agreement") with Shanda Investment Holdings Limited ("Parent") and Ku6 Acquisition Company Limited, a wholly-owned subsidiary of Parent. Pursuant to the Agreement, Parent will acquire the Company for cash consideration equal to US$0.0108 per ordinary share of the Company or US$1.08 per ADS. If completed, the transactions contemplated by the Agreement (the "Transactions") will result in the Company becoming a privately-held company and the ADSs will no longer be listed on the NASDAQ Global Market.

BEIJING, April 5, 2016 /PRNewswire/ -- Ku6 Media Co., Ltd. ("Ku6 Media" or the "Company," NASDAQ: KUTV), a leading internet video company in China focused on User Generated Content, today announced that it had entered into a definitive Agreement and Plan of Merger (the "Agreement") with Shanda Investment Holdings Limited ("Parent") and Ku6 Acquisition Company Limited, a wholly-owned subsidiary of Parent ("Merger Sub").

Pursuant to the Agreement, Parent will acquire the Company for cash consideration equal to US$0.0108 per ordinary share of the Company (each, a "Share") or US$1.08 per American Depositary Share of the Company, each representing 100 Shares (each, an "ADS"). This price represents a premium of 54% over the closing price of the Company's ADSs on January 29, 2016, the last trading date immediately prior to the Company's announcement on February 1, 2016 that it had received a "going private" proposal, a premium of 42% over the average closing price of its ADSs during the 30 trading days prior to February 1, 2016 and a premium of 52% over the average closing price of its ADSs during the 60 trading days prior to February 1, 2016.

As of the date of the Agreement, Parent beneficially owns approximately 69.9% of the Company's issued and outstanding Shares.

Subject to the terms and conditions set forth in the Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent (the "Merger"), and each of the Shares issued and outstanding immediately prior to the effective time of the Merger (including Shares represented by ADSs) will be cancelled in consideration for the right to receive US$0.0108 per Share or US$1.08 per ADS, in each case, in cash, without interest and net of any applicable withholding taxes, except for (i) the Shares (including ADSs corresponding to such Shares) beneficially owned by Parent, any Shares held by the Company or any of its subsidiaries and any Shares (including ADSs corresponding to such Shares) held by the depositary and reserved for issuance and allocation pursuant to the Company's equity compensation plans, in each case, immediately prior to the effective time of the Merger, each of which will be cancelled without payment of any consideration or distribution therefor, (ii) restricted Shares (including restricted Shares represented by ADSs) issued by the Company under the Company's equity compensation plans, each of which will be cancelled at the effective time of the Merger and thereafter represent only the right to receive the issuance of restricted shares in the surviving company in accordance with the Agreement, and (iii) Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which Shares will be cancelled at the effective time of the Merger for the right to receive the fair value of such Shares determined in accordance with the provisions of Section 238 of the Companies Law of the Cayman Islands.

Parent intends to fund the transaction through cash at hand.

The Company's Board of Directors, acting upon the unanimous recommendation of the special committee of independent directors formed by the Board of Directors (the "Special Committee"), unanimously approved the Agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger and the transactions contemplated thereby (the "Transactions"), including the Merger, and resolved to recommend that the Company's shareholders vote to approve the Agreement and the Transactions, including the Merger. The Special Committee, which is composed solely of independent directors who are unaffiliated with Parent, Merger Sub or management of the Company, exclusively negotiated the terms of the Agreement with Parent with the assistance of its independent financial and legal advisors.

The Merger, which is currently expected to close in the second half of 2016, is subject to customary closing conditions, including the approval by an affirmative vote of shareholders holding two-thirds or more of the votes represented by the Shares (including Shares represented by ADSs) present and voting in person or by proxy as a single class at the extraordinary general meeting, which will be convened to consider the approval of the Agreement and the Transactions, including the Merger. Parent beneficially owns sufficient Shares to approve the Agreement and the Transactions, including the Merger, and intends to vote in favor of such approval. If completed, the Transactions will result in the Company becoming a privately-held company and, if applicable, the ADSs will no longer be listed on the NASDAQ Global Market.

EIJING, Feb. 16, 2016 /PRNewswire/ -- Ku6 Media Co., Ltd. ("Ku6 Media" or the "Company," NASDAQ: KUTV), a leading internet video company focused on User Generated Content in China, today announced that it has received a determination letter from The NASDAQ Stock Market LLC ("NASDAQ") dated February 10, 2016, indicating that the Company has failed to regain compliance with the US$50,000,000 minimum market value requirement under NASDAQ Listing Rule 5450(b)(2)(A) (the "MVLS Rule") and the US$15,000,000 minimum market value of publicly held securities requirement under NASDAQ Listing Rule 5450(b)(2)(C) (the "MVPHS Rule"). The Company was first notified by NASDAQ that it failed to comply with the MVLS Rule and the MVPHS Rule on August 13, 2015. In accordance with NASDAQ Listing Rules 5810(c)(3)(C) and 5810(c)(3)(D), the Company was provided 180 calendar days, or until February 9, 2016, to regain compliance with the MVLS Rule and the MVPHS Rule.

NASDAQ has indicated that the Company's American Depositary Shares will be delisted from The Nasdaq Global Market unless the Company appeals NASDAQ's determination to a Hearing Panel. The Company intends to request a hearing to appeal NASDAQ's determination. If the Company appeals NASDAQ's determination, the Company's American Depositary Shares will continue to trade on The Nasdaq Global Market during the appeal process. There is no assurance that the Hearing Panel will grant the Company's request for continued listing.

BEIJING, Feb. 2, 2016 /PRNewswire/ -- Ku6 Media Co., Ltd. ("Ku6 Media" or the "Company," NASDAQ: KUTV), a leading internet video company focused on User Generated Content in China, today announced that in response to the preliminary non-binding proposal letter dated February 1, 2016 (the "Proposal") received by the Company's Board of Directors (the "Board") from Shanda Interactive Entertainment Limited, the controlling shareholder of the Company (the "Proposing Buyer"), to acquire the Company in a "going private" transaction, the Board has formed a special committee (the "Special Committee") of independent directors who are not affiliated to any member of the Proposing Buyer consisting of Mr. Qingmin Dai, Mr. Yong Gui and Ms. Jun Deng to evaluate the Proposal. The Special Committee intends to retain its own independent financial advisor and legal counsel to assist it in its evaluation.

The Company cautions its shareholders and others considering trading its securities that neither the Board nor the Special Committee has made any decision with respect to the Company's response to the Proposal. There can be no assurance that any definitive offer will be made by the Proposing Buyer or any other person, that any definitive agreement will be executed relating to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.

BEIJING, Feb. 1, 2016 /PRNewswire/ -- Ku6 Media Co., Ltd. ("Ku6 Media" or the "Company," NASDAQ: KUTV), a leading internet video company focused on User Generated Content in China, today announced that its Board of Directors (the "Board") has received a preliminary non-binding proposal letter dated February 1, 2016 (the "Proposal") from Shanda Interactive Entertainment Limited, the controlling shareholder of the Company (the "Proposing Buyer"). According to the Proposal, the Proposing Buyer proposed to acquire the Company in a "going private" transaction for US$0.0108 per ordinary share, or US$1.08 per American depositary shares (each representing 100 ordinary shares) (each an "ADS"). Based on the offer price, the Proposal values the Company at approximately US$51.5 million in fully enlarged equity value. According to the Proposal, the offer price represents a premium of 54% over the closing price of the Company's ADSs on January 29, 2016, a premium of 42% over the average closing price of its ADSs during the last 30 trading days and a premium of 52% over the average closing price of its ADSs during the last 60 trading days.

As of February 1, 2016, the Proposing Buyer beneficially owned, in the aggregate, approximately 69.9% of the Company's outstanding shares.

According to the Proposal, the proposed transaction is intended to be financed with cash at hand of the Proposing Buyer. The Proposing Buyer's proposal letter states that its proposal constitutes only a preliminary indication of its interest and is subject to negotiation and execution of definitive agreements relating to the proposed transaction. A copy of the proposal letter is attached hereto as Exhibit A.

The Board is reviewing and evaluating the Proposing Buyer's Proposal, and the Company expects that the Board will form a special committee consisting of independent directors to evaluate and, if appropriate, negotiate the Proposal and to consider other strategic options available to the Company.

The Company cautions its shareholders and others considering trading its securities that the Board has just received the proposal letter and has not made any decision with respect to the Company's response to the Proposal. There can be no assurance that any definitive offer will be made by the Proposing Buyer or any other person, that any definitive agreement will be executed relating to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.

Third Quarter 2015 Financial Results

• Total revenues were US$2.45 million (RMB15.46 million) in the third quarter of 2015, as compared to total revenues of US$2.38 million in the second quarter of 2015 and US$1.62 million in the third quarter of 2014.
• Basic and diluted loss per ADS was US$0.01 (RMB0.09) in the third quarter of 2015, as compared to US$0.01 in the second quarter of 2015 and US$0.02 in the third quarter of 2014.

Management Comments

Mr. Feng Gao, Chief Executive Officer of Ku6 Media, commented, "The third quarter represented a period of advancement in our services, as well as positive trends in our financials. We have consistently seen user expansion as individuals are providing a wider variety of content on our platform. Ku6 is focusing on the trend toward video social communication with the creation of our 'Model Interactive Community'. We are also expanding our share of the mobile market through the launching of the mobile application 'Modo', which is part of our cooperation agreement with Beijing Modo. Ultimately, our goal is to continue to increase user traffic while simultaneously enhancing our advertising partnerships. In the third quarter, we have increased revenues and continued to progress towards profitability, and have been pleased with our current trends heading into 2016."

Second quarter 2015 Financial Results

• Total revenues were US$2.38 million (RMB14.80 million) in the second quarter of 2015, representing an increase of 1.5% from US$2.35 million in the first quarter of 2015 and an increase of 242.6% from US$0.70 million in the second quarter of 2014.
• Net loss per basic and diluted ADS was US$0.01 (RMB0.09) in the second quarter of 2015, as compared to US$0.02 in the first quarter of 2015 and US$0.11 in the second quarter of 2014.

"It's my pleasure to announce Ku6's earning release for the second quarter of 2015", Mr. Feng Gao, Chief Executive Officer of Ku6 Media, commented. "In the second quarter of 2015, Ku6 Media generated revenues stably and successfully lowered down loss as compared to last quarter. On the based of maintaining stable revenues and low operation costs of current business, we have expanded our business to video social communication and related field since the second half of 2015. We expect that the new business will bring opportunities for revenue growth in the future".

Liquidity and Going Concern

Substantial doubt exists as to the Company's ability to continue as a going concern, primarily due to (a) uncertainties associated with the amount of and growth in revenues from (i) an advertising agency agreement with Huzhong, the Company's new third party advertising agent since late August 2014, (ii) the amount of and growth in revenues from other sources; and (b) uncertainties as to the availability and timing of additional financing with terms acceptable to the Company.

BEIJING, August 19, 2015 /PRNewswire/ -- Ku6 Media Co., Ltd. (the "Company," NASDAQ: KUTV) today announced that on August 18, 2015, the Company received a letter from The NASDAQ Stock Market LLC ("NASDAQ") notifying it that for the prior 30 consecutive business days, the Company's listed securities failed to maintain a minimum bid price of US$1 per share. Consequently, the Company failed to comply with the requirement for continued listing pursuant to NASDAQ Listing Rule 5450(a)(1) (the "MBP Rule").

NASDAQ further stated that in accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company will be provided 180 calendar days, or until February 16, 2016, to regain compliance with the MBP Rule. NASDAQ will deem the Company to have regained compliance under the MBP Rule if at any time before February 16, 2016 the closing bid price for the Company's securities is at least US$1 for a minimum of ten consecutive business days.

As previously disclosed by the Company, on August 13, 2015, the Company received a letter from NASDAQ notifying it that for the prior 30 consecutive business days, the Company's listed securities failed to maintain a minimum market value of US$50,000,000, and the Company's publicly held securities failed to maintain a minimum market value of US$15,000,000, respectively. Consequently, deficiencies exist with regard to the requirements for continued listing pursuant to NASDAQ Listing Rule 5450(b)(2)(A) (the "MVLS Rule") and NASDAQ Listing Rule 5450(b)(2)(C) (the "MVPHS Rule").

NASDAQ further stated that in accordance with NASDAQ Listing Rules 5810(c)(3)(C) and 5810(c)(3)(D), the Company will be provided 180 calendar days, or until February 9, 2016, to regain compliance with the MVLS Rule and the MVPHS Rule. NASDAQ will deem the Company to have regained compliance under the MVLS Rule if at any time before February 9, 2016 the market value of the Company's listed securities closes at US$50,000,000 or more for a minimum of ten consecutive business days. NASDAQ will deem the Company to have regained compliance under the MVPHS Rule if at any time before February 9, 2016 the market value of the Company's publicly held securities closes at US$15,000,000 or more for a minimum of ten consecutive business days.

These notifications do not impact the listing and trading of the Company's securities at this time. However, the NASDAQ letters also state that, if the Company does not regain compliance with the MBP Rule by February 16, 2016 or the MVLS Rule or the MVPHS Rule by February 9, 2016, the Company will receive written notification from NASDAQ that the Company's securities are subject to delisting. The Company is reviewing its options for regaining compliance with the MBP Rule, the MVLS Rule and MVPHS Rule. There can be no assurance that the Company will be able to regain compliance with the MBP Rule, the MVLS Rule, MVPHS Rule or any other Nasdaq continued listing requirements in a timely fashion.

First Quarter 2015 Financial Results

• Total revenues were US$2.35 million (RMB14.56 million) in the first quarter of 2015, as compared to total revenues of US$3.47 million in the fourth quarter of 2014 and US$2.81 million in the first quarter of 2014.
• Basic and diluted loss per ADS was US$0.02 (RMB0.11) in the first quarter of 2015, as compared to US$0.00 in the fourth quarter of 2014 and US$0.09 in the first quarter of 2014.

"It's my pleasure to announce Ku6's earnings release for the first quarter of 2015", Mr. Feng Gao, Chief Executive Officer of Ku6 Media, commented. "In the first quarter of 2015, Ku6 Media continued to generate revenues from its advertising business and achieved a gross profit for the second consecutive quarter. We intend to improve revenues from advertising and other available businesses in 2015 to meet operating costs, and we keep looking for new revenue sources for future development."

Liquidity and Going Concern

Substantial doubt exists as to the Company's ability to continue as a going concern, primarily due to (a) uncertainties associated with the amount of and growth in revenues from(i) an advertising agency agreement with Huzhong, the Company's new third party advertising agency since late August 2014, (ii) revenue sharing with Qinhe, a company controlled by our previous significant shareholder Xudong Xu (the arrangements, described in the Company's Form 20-F for the year ended December 31, 2014, have no certainty of being continued following the Share Re-Acquisition Transaction described below), and (iii) the amount of and growth in revenues from other sources; and; (b) uncertainties as to the availability and timing of additional financing with terms acceptable to the Company.

Fourth Quarter 2014 Financial Results

• Total revenues were US$3.47 million (RMB21.35 million) in the fourth quarter of 2014, as compared to total revenues of US$1.62 million in the third quarter of 2014 and US$3.25 million in the fourth quarter of 2013.
• Basic and diluted loss per ADS was US$0.00 (RMB0.01) in the fourth quarter of 2014, as compared to US$0.02 in the third quarter of 2014 and US$0.57 in the fourth quarter of 2013.

"I am pleased to announce the result of our fourth quarter and fiscal year 2014," stated Mr. Xudong Xu, Chief Executive Officer of Ku6 Media. "2014 was not easy for us as we were experiencing big changes in management team. Despite of changes, we achieved gross profit in the fourth quarter of 2014 the first time since the foundation of Ku6. We aim to continue to narrow our operating cash deficit in 2015 in order to achieve a better operating result in 2015."

Third Quarter 2014 Financial Results

• Total revenues were US$1.62 million (RMB9.92 million) in the third quarter of 2014, as compared to total revenues of US$0.70 million in the second quarter of 2014 and US$3.40 million in the third quarter of 2013.
• Basic and diluted loss per ADS was US$0.02(RMB0.12) in the third quarter of 2014, as compared to US$0.11 in the second quarter of 2014 and US$0.07 in the third quarter of 2013.

"It's my pleasure to announce Ku6's earnings release for the third quarter of 2014," Mr. Xudong Xu, Chief Executive Officer of Ku6 Media, commented. "After the reduction of labor and CDN costs in the second quarter of 2014, we entered into a new advertising agency agreement with Huzhong in August which allowed us to realize higher revenue and enjoy better cash collection terms. As a result, we significantly narrowed our operating cash deficit by the end of the quarter and we are now forecasting a better operating cash flow in the next year."

Resignation of Chief Financial Officer

Frank Feng resigned as Chief Financial Officer of the Company for personal reasons effective February 7, 2015. We entered into a consultancy agreement with Mr. Feng, pursuant to which Mr. Feng will act as a financial consultant for the Company for a 6-month period after his resignation. Xudong Xu, Chief Executive Officer of the Company, was appointed by the board of the directors of the Company to be the acting Chief Financial Officer effective February 8, 2015.

Second Quarter 2014 Financial Results

• Total revenues were US$0.70 million (RMB4.32 million) in the second quarter of 2014, representing a decrease of 75.2% from US$2.81 million in the first quarter of 2014 and a decrease of 79.6% from US$3.42 million in the second quarter of 2013
• Basic and diluted loss per ADS was US$0.11 (RMB0.70) in the second quarter of 2014, as compared to US$0.09 in the first quarter of 2014 and US$0.05 in the second quarter of 2013.

"It's my pleasure to announce Ku6's earnings release for the second quarter of 2014," Mr. Xudong Xu, Chief Executive Officer of Ku6 Media, commented. "In the second quarter of 2014, Ku6 Media expended great effort on reduction of labor and CDN costs, which decreased by over 50% and 30%, respectively, compared to previous quarters, without sacrificing our user experience and web traffic. However, the revenue and cash collections from our Advertisement Agent Agreement with Shengyue and our Revenue Sharing Cooperation with Qinhe fell significantly short of our expectations. As a result, we suffered net operating cash outflows in the quarter, which significantly strained our cash position. In the meantime, we actively sought, and have been actively seeking, additional financing."

Liquidity and Going Concern

Substantial doubt exists as to the Company's ability to continue as a going concern, primarily due to (1) severely lower than expected revenues and cash flows from Shengyue and Qinhe; (2) continuous net operating cash outflows; and (3) uncertainties as to the availability and timing of additional financing with terms acceptable to the Company.

The unaudited consolidated financial statements included in this news release do not include any adjustments that might result from the outcome of these uncertainties and were prepared on the basis of a going concern which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business.

First Quarter 2014 Financial Results

• Total revenues were US$2.81 million (RMB17.44 million) in the first quarter of 2014, representing a decrease of 13.7% from US$3.25 million in the fourth quarter of 2013 and a decrease of 8.5% from US$3.07 million in the first quarter of 2013.
• Basic and diluted loss per ADS was US$0.09 (RMB0.58) in the first quarter of 2014, as compared to US$0.57 in the fourth quarter of 2013 and US$0.04 in the first quarter of 2013.

"It's my pleasure to announce Ku6's earnings release of first quarter of 2014," Mr. Xudong Xu, Chief Executive Officer of Ku6 Media, commented. "In the first quarter of 2014, Ku6 Media experienced a very difficult time because of the big operational adjustment and uncertainty of cash flow. In order to turn around the situation, we have established partnership with Qinhe and entered new advertising agreement with advertising agent to try to improve the cash collection. We also have adopted a plan to reduce our headcount and have taken other cost reduction measures, including reduce infrastructure costs and content acquisition costs, to reduce our operational cash outflows. In the mean time, we have been actively seeking additional financing."

KU6 MEDIA CO., LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Management Discussion and Analysis

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

Net Revenues. Net revenues decreased by 6.9% to $13.1 million in 2013 from $14.1 million in 2012. This decrease was primarily due to a decrease in revenues from third-party advertisers. Revenues from our previous advertising agency agreement with Old Shengyue contributed approximately 88.4% and 94.4% of our total net revenues in 2012 and 2013, respectively. This agreement, as previously renewed, expired on March 31, 2014 and was not further renewed. See Item 7.B. “Related Party Transactions—Previous Advertising Agency Agreement with Old Shengyue.”

Net Loss Attributable to Ku6 Media Co., Ltd. Net loss attributable to our company increased significantly from $9.5 million in 2012 to $34.4 million in 2013.

BEIJING, April 3, 2014 /PRNewswire/ -- Ku6 Media Co., Ltd. ("Ku6 Media" or the "Company", NASDAQ: KUTV), a leading internet video company in China, focusing on User Generated Content ("UGC"), today announced that on April 3, 2014, the controlling shareholder of the Company, Shanda Media Group Limited ("Shanda Media"), has consummated the sale of 1,938,360,784 ordinary shares (the "Sale Shares") of the Company (amounting to approximately 41% of the Company's issued and outstanding share capital) to Mr. Xu Xudong (the "Transaction"). Prior to the Transaction, Shanda Media held approximately 70.5% of the Company's shares. Mr. Xu is the founder and controlling shareholder of Sky Profit Limited, which operates iSpeak, a social platform that allows users to engage in real-time online group activities through voice, text and video.

The aggregate consideration for the Sale Shares was US$47,350,831.05 (the "Purchase Price"). The Purchase Price was funded through a loan from Shanda Media to Mr. Xu, which is secured by a pledge of all the Company's shares beneficially owned by Mr. Xu.

Third Quarter 2013 Financial Results

• Total revenues were US$3.40 million (RMB20.83 million) in the third quarter of 2013, representing a decrease of 0.4% from US$3.42 million in the second quarter of 2013 and an increase of 11.4% from US$3.06 million in the third quarter of 2012.
• Basic and diluted loss per ADS was US$0.07 (RMB0.43) in the third quarter of 2013, as compared to US$0.05 in the second quarter 2toof 2013 and US$0.07 in the third quarter of 2012.

"In the third quarter of 2013, the major tasks for the Company were to establish a new strategy to strengthen our leading position in the UGC area in China and to enhance the Company's brand to attract more quality advertisers as well as talent," Mr. Fang Du, Chief Executive Officer of Ku6 Media, commented. "The new strategy we've launched is to leverage influences of events with unique themes, developments in the mobile market, and in-depth collaboration with TV stations, to boost website traffic, promote the Company's brand and more importantly to test an innovative business model for the online video industry."

"In October, we launched The UGC Entertainment Awards, the very first TV station and Internet simulcast program focusing on UGC content in China," continued Mr. Du. "The program aims to boost China's UGC industry by inspiring people to record their memorable moments. More than that, it was also China's very first program produced jointly by an online video company and a traditional TV station. As of today, The UGC Entertainment Awards has become one of the most popular TV programs nationally among all the TV programs aired at the same time slot. We believe this is a good start for our TV station Internet collaboration business model."

"Going forward, we will keep focusing on our goals and exploring more innovative business models under our core strategy � User Generated Content. We strive to bring the best rewards to our supportive investors and hard-working employees."

Second Quarter 2013 Financial Results

• Total revenues were US$3.42 million (RMB20.98 million) in the second quarter of 2013, representing an increase of 11.4% from US$3.07 million in the first quarter of 2013 and an increase of 12.9% from US$3.03 million in the second quarter of 2012.
• The Company generates substantially all of its revenues from online advertising, primarily through an advertising agency agreement with Shengyue, an affiliate wholly owned by Shanda Interactive, pursuant to which Shengyue acts as the Company's exclusive advertising agency for standard media resources and as its non-exclusive advertising agency for highly interactive advertising resources.
• GAAP net loss was US$2.54 million (RMB15.60 million), as compared to a net loss of US$1.67 million in the first quarter of 2013 and US$1.47 million in the second quarter of 2012. Non-GAAP net loss, which the Company defines as net loss excluding expenses (benefits) associated with share-based compensation, was US$2.38 million (RMB14.60 million) in the second quarter of 2013, as compared to non-GAAP net loss of US$2.32 million in the first quarter of 2013 and US$1.53 millionin the second quarter of 2012.
• Basic and diluted loss per ADS was US$0.05 (RMB0.31) in the second quarter of 2013, as compared to US$0.04 in the first quarter of 2013 and US$0.03 in the second quarter of 2012.

"I am pleased to announce our second quarter 2013 earnings release." Mr. Fang Du, Chief Executive Officer of Ku6 Media, commented, "The Company did a great job in the second quarter in improving the infrastructure and product design, in hiring top talents to strengthen our R&D team, and in launching marketing campaigns to bring our premium video content to more users.

At the press conference held on August 13, we announced our new slogan "Short is Cool", which represented the Company's commitment to offer more quality short-form videos by leveraging the prosperity of mobile devices and mobile platform as well as through promotion campaigns and marketing events. I believe that, with their unique charms, short-form videos will play a more important role in people's daily life and expect to change their entertainment habit. "

First Quarter 2013 Financial Results

• Total revenues were US$3.07 million (RMB19.06 million) in the first quarter of 2013, representing a decrease of 8.4% fromUS$3.35 million in the fourth quarter of 2012 and a decrease of 34.4% from US$4.68 million in the first quarter of 2012
• Gross loss was US$0.07 million (RMB0.40 million) in the first quarter of 2013, as compared to a gross loss of US$0.40 million in the fourth quarter of 2012 and a gross profit of US$1.15 million in the first quarter of 2012.
• Net loss per basic and diluted ADS was US$0.04 (RMB0.22) in the first quarter of 2013, as compared to US$0.06 in the fourth quarter of 2012 and US$0.04 in the first quarter of 2012. Weighted average ADSs used to calculate basic and diluted net loss per ADS were 47.3 million in the first quarter of 2013, 47.4 million in the fourth quarter of 2012 and 50.2 million in the first quarter of 2012.

"I am pleased to announce our first quarter 2013 earnings release." Mr. Jeff Shi, Chief Executive Officer of Ku6 Media, commented, "In first quarter 2013, we enhanced our infrastructure and product design, improved our key technology and product index tremendously. The credit went to our entire technology and product team. As Mr. Kelvin Liu and Mr. Jian Lu joined Ku6 as the President and Chief Technology Officer respectively in April, with the strongly enhanced team, I believe our product design and user experience will get into another level in the near future.

First Quarter 2013 Results

Fourth Quarter 2012 Results

• Total revenues were US$3.35 million (RMB20.87 million) in the fourth quarter of 2012, representing an increase of 9.6% fromUS$3.06 million in the third quarter of 2012 and a decrease of 24.2% from US$4.42 million in the fourth quarter of 2011.
• GAAP net loss was US$2.98 million (RMB18.57 million), as compared to a net loss of US$3.25 million in the third quarter of 2012 and US$3.94 million in the fourth quarter of 2011. Non-GAAP net loss, which the Company defines as net loss excluding share-based compensation expenses, was US$2.96 million (RMB18.45 million) in the fourth quarter of 2012, as compared to non-GAAP net loss of US$3.26 million in the third quarter of 2012 and US$4.46 million in the fourth quarter of 2011.
• Basic and diluted loss per ADS was US$0.06 (RMB0.39) in the fourth quarter of 2012, as compared to US$0.07 in the third quarter of 2012 and US$0.08 in the fourth quarter of 2011.

"I am pleased to announce our fourth quarter and fiscal year 2012 earnings release," Mr. Jeff Shi, Chief Executive Officer of Ku6 Media, commented, "2012 was an essential year to Ku6 Media, was the first full year since we switched our strategy to UGC business model in the third quarter of 2011. In 2012, user experience continued to be the top priority for our business. Keeping that in mind, we upgraded the backend infrastructure for our video service, polished our products by introducing major new features and established a loyal content production team with over 20,000 users. We also expanded our mobile product portfolio as 3G became more and more popular. Furthermore, we managed to reduce our cost significantly through 2012 and kept our net loss at a relatively low level of our industry. We believe with the progress we achieved in 2012, 2013 will be an even faster growing year for Ku6 Media."

BEIJING, November 1, 2012 /PRNewswire/ -- Ku6 Media Co., Ltd. ("Ku6 Media" or the "Company", NASDAQ: KUTV), a leading internet video company in China, focusing on User Generated Content ("UGC"), today announced that it has entered into an agreement with famous Chinese Internet company NetEase, Inc. ("NetEase", NASDAQ: NTES) to be the video hosting provider for its microblog business.

Pursuant to the agreement, Ku6 will provide technology support to video related activities on NetEase microblog platform, including video uploading and sharing. Meanwhile, NetEase microblog users will be given access to Ku6 Media video contents via embedded Ku6 Media video players.

"We are very pleased with our cooperation with NetEase," commented by Mr. Jeff Shi, Chief Executive Officer of Ku6 Media. "NetEase microblog is a renowned SNS platform in China, which is a great complement to our video online platform. It helps present Ku6 Media's unique original video contents to more and more Internet users. Bringing better video experiences and more joy to all Internet users is always our goal."

Second Quarter 2012 Results

• Total revenues were US$3.03 million (RMB19.24 million) in the second quarter of 2012, representing a decrease of 35.3% from US$4.68 million in the first quarter of 2012 and a decrease of 24.4% from US$4.01 million in the second quarter of 2011.
• Basic and diluted loss per ADS was US$0.03 (RMB0.19) in the second quarter of 2012, as compared to US$0.04 in the first quarter of 2012 and US$0.61 in the second quarter of 2011.

Mr. Jeff Shi, Chief Executive Officer of Ku6 Media, commented, "I am pleased to announce our second quarter's earnings release. During the second quarter, both the quality and quantity of our value generating users have grown to a record high level. We started focusing on the UGC business model in the second quarter of 2011. Ever since, we have greatly reduced our costs and expenses and steadily expanded our user base and content inventory through this new business model. We believe our advanced cost control structure and operational model are the fundaments for our sustainable development and eventual profitability.

However, since we have been trying different new monetization strategies, our total revenue in second quarter has dropped from US$4.68 million of first quarter 2012 to US$3.03 million. Going forward, as we strongly believe UGC business model will be the main stream of online video ecosystem, we intend to further strengthen our leading position in this area by bringing our users smoother, faster and more interactive video experiences through our continuously upgraded products."

2012 Q1 Highlights

• Total revenues were US$4.68 million (RMB29.47 million), a 5.9% increase from the fourth quarter of 2011; performance advertising revenue increased continuously and accounted for 80.9% of total revenues in the quarter.
• Gross profit increased continuously and was US$1.15 million (RMB7.24 million) and the gross profit margin was 24.6%, as compared to the gross profit of US$0.19 million and the gross profit margin of 4.3% in the fourth quarter of 2011. The increase was due to the further optimization of cost structure under UGC business model.
• Net loss narrowed and was US$1.79 million (RMB11.27 million), the lowest since Ku6 Media became public in 2010, as compared to a net loss of US$3.94 million in the fourth quarter of 2011. Non-GAAP net loss, which herein defined as net loss excluding share-based compensation expenses, was US$1.28 million(RMB8.06 million) in the first quarter of 2012, as compared to the non-GAAP net loss of US$4.46 million in the fourth quarter of 2011. The decrease was primarily attributable to the decrease in cost and operating expenses, which the Company optimizes the cost structure and improves the operating efficiency and the collection of accounts receivable previously written down.
• Basic and diluted loss per ADS was US$0.04 (RMB0.22) in the first quarter of 2012, as compared to US$0.08 in the fourth quarter of 2011.
• Cash and cash equivalents were US$21.79 million (RMB137.20 million) as of March 31, 2012.
• Net cash used in operating activities was US$1.07 million (RMB6.73 million) in the first quarter of 2012, as compared to US$8.30 million in the fourth quarter of 2011.
• Partnership with YouTube announced in January 2012, to allow Ku6 Media's international users to view original videos from China.
• Partnership with Channel [V] announced in March 2012, to host its official online channel on Ku6 Media's platform for Channel [V]'s current and upcoming music entertainment programs in mainland China.
• Partnership with SNS website Kaixin001 announced in May 2012, to supply technology support to all video uploading activities on Kaixin001 as the video hosting provider.
• Launched my.ku6.com, a new product that focuses on promoting value creating users on May 15, 2012.

Mr. Jeff Shi, Chief Executive Officer of Ku6 Media, commented, "I am pleased to announce another steady growing quarter after our strategy switch since the second quarter of 2011. In first quarter of 2012, we grew our revenue by 5.9% quarter over quarter, enlarged our gross profit from US$0.19 million in the fourth quarter of 2011 to US$1.15 million, and narrowed our net loss to US$1.79 million, which was the lowest since Ku6 Media became public in 2010, as compared to a net loss of US$3.94 million in the fourth quarter of 2011."

"Since the beginning of 2012, Ku6 Media has brought in reputable partners including YouTube, Channel [V] and Kaixin001. We have seen great results from the partnerships in enlarging our user base and promoting our company brand. On May 15, 2012, we officially launched my.ku6.com, a new product that focuses on promoting value creating users, as an enhancement to our original website. Different from traditional online video websites that focus on promoting contents, my.ku6.com is offering a new platform to our value creating users to communicate and common users to follow their favorite value creating users. As we've always believed that UGC business model is healthy and promising, we are devoted to be the most popular UGC video website by continuously providing our users the best services."

BEIJING, May 24, 2012 /PRNewswire-Asia/ -- Ku6 Media Co., Ltd. ("Ku6 Media" or the "Company", Nasdaq: KUTV), a leading internet video company in China, focusing on User Generated Content (UGC), today announced that it has entered into an agreement with famous Chinese SNS website Kaixin001.com ("Kaixin001").

Pursuant to the agreement, Ku6 Media, as the video hosting provider, is assisting Kaixin001 to add a brand new video sharing function by supplying technology support to all video uploading activities on Kaixin001. Users on Kaixin001 will enjoy a one-stop service that enables them to upload, store and share their videos without leaving the website. Meanwhile, users on Ku6 Media's platform can share the videos with their friends on Kaixin001 by only one click.

Mr. Jeff Shi, Chief Executive Officer of Ku6 Media, commented, "We are very pleased with the cooperation with Kaixin001. We believe our cooperation can help enlarging Ku6's user base as well as richening our users' online experience. We also hope our videos and service can bring users on Kaixin001 more fulfilling experiences and more joy."

Mr. Binghao Cheng, Chief Executive Officer of Kaixin001, added, "We are very excited about partnering up with Ku6 Media. Our video sharing function is an important feature we have launched recently. We believe it will enhance our user experience by bringing them abundant video content and also by providing a great platform for them to share their original videos."

BEIJING, March 30, 2012 /PRNewswire-Asia/ -- Ku6 Media Co., Ltd. ("Ku6 Media" or the "Company", Nasdaq: KUTV), is a leading internet video company in China, focusing on User Generated Content (UGC), today announced that it has entered into an agreement with Star China to cooperate with its well-known international music television channel Channel[V].

Pursuant to the agreement, Channel[V] will lanuch its official online channel on Ku6 Media's platform for its current and upcoming music entertainment programs in mainland China. Ku6 Media will be responsible for all non-content operations including platform operation, online promotion and IT support etc.

Mr. Jeff Shi, Chief Executive Officer of Ku6 Media, commented, "We are very pleased with the cooperation with Channel[V]. We believe this will strengthen our position in the online music entertainment area. It will also enable both parties to play to their strengths and bring users easier access to richer entertainment content, which is part of Ku6 Media's long-term mission."

Mr. Ming Tian, Chief Executive Officer of Star China, added, "We are very excited about partnering up with Ku6 Media. Their popular online video portal is a great complement to our TV channels. Through the cooperation with Ku6 Media, we will be able to deliver our excellent entertainment content to a wider group of audiences. We look forward to the great result from our cooperation."

Fourth Quarter Results 2011

 Gross profit was $0.19 million in the fourth quarter of 2011, as compared to a gross loss of $1.25 million in the third quarter of 2011 and a gross loss of $5.70 million in the fourth quarter of 2010.

 Operating expenses were $4.38 million in the fourth quarter of 2011, representing a decrease of 61.2% from$11.28 million in the third quarter of 2011 and a decrease of 55.2% from $9.77 million in the fourth quarter of 2010.

 Operating loss was $4.19 million in the fourth quarter of 2011, representing a decrease of 66.6% from $12.53 million in the third quarter of 2011 and a decrease of 72.9% from $15.46 million in the fourth quarter of 2010. Net loss was $3.94 million in the fourth quarter of 2011, representing a decrease of 69.6% from the loss of$12.98 million in the third quarter of 2011 and a decrease of 74.5% from the loss of $15.45 million in the fourth quarter of 2010. Net loss attributable to Ku6 Media per basic and diluted ADS was $0.08 in the fourth quarter of 2011, compared to $0.26 in the third quarter of 2011 and $0.44 in the fourth quarter of 2010. Weighted average ADSs used to calculate diluted net loss per ADS were 50.2 million in the fourth quarter of 2011, 50.2 million in the third quarter of 2011 and 34.8 million in the fourth quarter of 2010. As of December 31, 2011, the Company had $26.75 million in cash and cash equivalents, compared to $41.63 million as of September 30, 2011. Accounts receivable decreased by $1.40 million, Accounts payable decreased by $8.64 million, and short term loans decreased by $1.97 million.

Mr. Jeff Shi, Chief Executive Officer of Ku6 Media, commented, "Through the successful strategic transition starting in the second quarter of 2011, Ku6 Media has firmly established itself as the leader in UGC in China, with nearly 200, 000 video clips being uploaded on daily basis in February of 2012. Our Value Creating User (VCU) program, started in August 2011, has now recruited more than 5, 000 contracted VCUs, who enjoy financial rewards according to video views their uploads attract. According to Ku6 Media's internal tracking data, monthly unique visitors (UV) have reached 220 million in February 2012. With continuous efforts in cost and expense reduction, in the fourth quarter of 2011 we have achieved our first quarterly gross profit and cut our quarterly net loss to its lowest level since Ku6 Media became public in 2010. We are confident that these improvements will build a solid foundation for steady and sustainable growth."

Third Quarter 2011 Results

Second Quarter 2011 Results

BEIJING, August 2, 2011 /PRNewswire-Asia/ -- Ku6 Media Co., Ltd., (Nasdaq: KUTV) ("Ku6" or the "Company"), a leading Internet television company in China, today announces the resignation of acting CEO Haifa Zhu and appointment of CEO Yu (Jeff) Shi, both effective on August 1, 2011. Mr. Zhu will remain a Board member of Ku6.

Bruno Wu, Chairman of the Board of Ku6, comments, "Haifa has provided valuable leadership and service to the Company. The Board would like to thank Haifa for his contributions to Ku6 and wish him well. We are also pleased to have Mr. Shi joining the Ku6 management team as CEO. We believe that Jeff's leadership will ensure a smooth transition while Ku6's continues to build ourselves into a company more focused on users' needs and driven by technology and product development."

As a professional consultant, Jeff Shi worked at Arthur Andersen and KPMG Consulting for over 6 years, then joined Juneyao Group as Deputy General Manager of strategy planning and capital markets. In 2009 Mr. Shi joined Shanda Interactive Entertainment ("Shanda") as Senior Director of Strategy and Integration. Mr. Shi holds a bachelor's degree from Shanghai Jiaotong University.

Red Flag:

Internal controls were effective in 2007, but have not been effective since then.

On April 1, 2011, we entered into agreements with Shanda Media Group Limited, or Shanda Media, a wholly owned subsidiary of Shanda Interactive, pursusnt to which we agreed to issue to Shanda Media 1,538,461,538 ordinary shares for an aggregate purchase price of $50,000,000 (or $0.0325 per share) and $50,000,000 aggregate principal amount of senior convertible bond. The bond will mature in three years after issuance and will bear an interest of 3% per annum. The issuance of the ordinary shares and the convertible bond has been approved by our independent directors and shareholders. Shanda Media has committed to make the investment and we anticipate to close these transactions in the early part of the third quarter of 2011. As a result, we believe we will have sufficient liquidity to finance our 2011 anticipated operations and capital expenditure requirements, as well as achieve projected cash collections from customers and contain expenses and cash used in operations.

We believe that our current cash and cash equivalents together with the new committed investment by Shanda Interactive in the aggregate amount of $100 million will be sufficient to meet our anticipated cash needs, including for working capital, capital expenditures and various contractual obligations, for at least the next 12 months. We may require additional cash resources due to the cost of running our online video business or due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue.

From time to time, we evaluate possible investments, acquisitions or divestments and may, if a suitable opportunity arises, make an investment or acquisition or conduct a divestment, which may have a material effect upon our liquidity and capital resources.

First Quarter Results:

• Total revenues from continuing operations were $6.6 million, up 178.5% from $2.4 million in the first quarter of 2010, and slight down 3.0% from $6.8 million in the fourth quarter of 2010.
• Net loss from continuing operations was $10.9 million, an increase of 9.9% from a loss of $9.9 million in the first quarter of 2010, and a decrease of 29.6% from a loss of $15.4 million in the fourth quarter of 2010.
• Net loss attributable to Ku6 Media per basic and diluted ADS was $0.31 in the first quarter of 2011, compared to $0.44 in the fourth quarter of 2010 and $0.39 in the first quarter of 2010. Weighted average ADS used to calculate diluted net loss per ADS was 34.8 million ADS in the first quarter of 2011, 34.8 million ADS in the fourth quarter of 2010 and 27.9 million ADS in the first quarter of 2010.

Mr. Haifa Zhu, Acting Chief Executive Officer of Ku6 Media, commented, "Ku6 Media has continued to make progress in the first quarter of 2011. Facing the future opportunities and challenges, management will actively take various measures to solidify our leading positions in technology and content, to further improve user experience, to optimize cost structure, and to improve operation efficiency. After the completions of the cash infusion, the merger with Pipi and the restructuring of our sales department, we believe that we will be in a better competitive position in Chinese online video market, and will continuously improve our financial performance."

BEIJING, April 21, 2011 /PRNewswire-Asia/ -- Ku6 Media Co., Ltd., (Nasdaq: KUTV) ("Ku6" or the "Company"), a leading Internet television company in China, announced today that Ku6 and the shareholders of Hangzhou Soushi Networking Co., Ltd. ("Pipi"), a leading P2P based internet video platform in China, have agreed to the sale of Pipi to Ku6, in an all stock transaction under which all of the equity interests in Pipi will be sold to Ku6 in exchange for an aggregate of 2,212,114,257 Ku6 ordinary shares. After the completion of the merger, Pipi will become a wholly-owned subsidiary of Ku6.

Completion of the share purchase will be subject to the condition that the shareholders of Ku6 approve the issuance of ordinary shares of Ku6 to the shareholders of Pipi at a special shareholders meeting to be convened in the near future. The transaction is expected to close in the second quarter of 2011.

Shanghai Shanda Networking Co., Ltd. ("Shanda Networking"), a wholly-owned subsidiary of Shanda Interactive Entertainment Limited (which is a major shareholder of Ku6), is one of the early investors of Pipi and holds 32% of the equity interests in Pipi. Shanda Networking will sell its equity interests to Ku6 in this transaction. A special committee, comprised of three independent directors of Ku6, represented Ku6 in the negotiations of the transaction. Based upon and subject to the qualifications, limitations and assumptions set forth in its written opinion dated April 20, 2011, the same date as KPMG Advisory (China) Limited has rendered its oral opinion, to the effect that as of that date the consideration to be paid by Ku6 was fair to Ku6 from a financial point of view. The special committee approved the proposed transaction on April 20, 2011.

All selling shareholders of Pipi intend to enter into lock-up agreements for a period of 181 days to two years after closing with respect to the Ku6 shares that they will receive in the merger.

Commenting on this merger, Mr. Haifa Zhu, Acting Chief Executive Officer of Ku6, said, "We are very pleased to announce this merger with Pipi, which we believe is one of the best P2P based internet video platforms in China. After merger with Pipi, we believe we will become the first internet television company with large-scale operations in both browser and video player in China. We believe that we will have more opportunities to achieve synergies going forward and we will continue to expand our market share, our users number and our advertising clients number in the fast-growing online video market in China."

Mr. Lianghai Yang, Chief Executive Officer of Pipi, said, "We are excited to join forces with Ku6. In March 2011, Pipi Player has reached peaked concurrent users number of about 5.3 million. I am confident that the combined company will be better positioned to compete effectively in the continually expanding online video advertising market in China."

BEIJING, April 1, 2011 /PRNewswire-Asia/ -- Ku6 Media Co., Ltd., announced today that it agreed to issue to Shanda Interactive Entertainment Limited (NasdaqGS: SNDA) ("Shanda") ordinary shares and convertible bonds in an aggregate amount of US$100,000,000.  

Ku6 agreed to issue to Shanda US$50,000,000 of ordinary shares of Ku6 at a per share price ofUS$0.0325 (or US$3.25 per ADS), representing a 1.0% discount to the average closing price for the past 15 trading days, andUS$50,000,000 aggregate principal amount of 3% senior convertible notes at face value.  The bonds will mature in three years after issuance and will bear an interest of 3% per annum, payable semi-annually. The bonds will be convertible into ordinary shares of Ku6 at a price of US$0.03925 per ordinary share (or US$3.925 per ADS), representing a 19.6% premium to the average closing price for the past 15 trading days.  The conversion rights will start after 6 months following the closing date.  The transaction is subject to the approval by the shareholders of Ku6. Closing is expected in the second quarter of 2011. The Company intends to use the net proceeds from the sale of the convertible bonds and ordinary shares for business expansion, working capital and other general corporate purposes.