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| YOU ON DEMAND HOLDINGS, INC.                           |
|--------------------------------------------------------|
| (Exact name of registrant as specified in its charter) |

| Nevada                                                        |   | 20-1778374                           |
|---------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of incorporation ororganization) |   | (I.R.S. Employer Identification No.) |

| 27 Union Square, West Suite 502New York, New York  10003 |
|--------------------------------------------------------------------|
| (Address of principal executive offices)                           |

| (212) 206-1216                                             |
|------------------------------------------------------------|
| (Registrant’s telephone number, including area code) |

| Title of each class |   | Name of each exchange on which registered |
|------------------------------------|--------|-------------------------------------------------------------------------|
| None                               |   | None                                                                    |

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| Large Accelerated Filer  o                                                  | Accelerated Filer  o         |
|---------------------------------------------------------------------------------------|----------------------------------------|
|                                                                                  |                                   |
| Non-Accelerated Filer  o (Do not check if a smaller reporting company) | Smaller reporting company  x |

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|   | · | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| Exhibit No. |   | Description                                                                                                                                                                                                                                     |
|------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1              |   | Share Exchange Agreement, dated as of January 23, 2007, by and among the Company, China Broadband, Ltd. and its shareholders. [incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 10-KSB filed May 25, 2007] |
|             |   |                                                                                                                                                                                                                                            |
| 3.1              |   | Articles of Incorporation of the Company, as amended to date.                                                                                                                                                                                   |
|             |   |                                                                                                                                                                                                                                            |
| 3.2              |   | Bylaws of the Company, as amended to date.                                                                                                                                                                                                      |
|             |   |                                                                                                                                                                                                                                            |
| 4.1              |   | Form of Note Purchase Agreement, dated June 30, 2009, among the Company and certain investors. [Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 6, 2009]                               |
|             |   |                                                                                                                                                                                                                                            |
| 4.2              |   | Form of 5% Convertible Promissory Note, issued as of June 30, 2009. [Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 6, 2009]                                                          |
|             |   |                                                                                                                                                                                                                                            |
| 4.3              |   | Form of 5% Convertible Promissory Note, issued as of January 11, 2008. [Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 17, 2008]                                                   |
|             |   |                                                                                                                                                                                                                                            |
| 4.4              |   | Form of Class A Warrant, issued as of January 11, 2008. [Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on January 17, 2008]                                                                 |
|             |   |                                                                                                                                                                                                                                            |
| 4.5              |   | Form of Broker’s Common Stock Warrant, issued as of January 11, 2008. [Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on January 17, 2008]                                             |

----

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.6    |   | Form of Warrant Amendment, dated March 2008 [Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 8, 2008]                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.7    |   | Form of 7% Convertible Promissory Note issued by China Broadband, Ltd. and assumed by the Company. [incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 20, 2007]                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.8    |   | Form of Warrant, issued as of January 23, 2007. [incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed March 20, 2007]                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.9    |   | Form of Warrant, issued as of January 23, 2007 to Maxim Financial Corporation. [incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed March 20, 2007]                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.10   |   | Form of Warrant, issued as of January 23, 2007 to BCGU, LLC. [incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-KSB filed May 25, 2007]                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.11   |   | Form of Registration Rights Agreement, dated as of January 23, 2007 [incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 20, 2007]                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.1   |   | Form of Stock Purchase Agreement, dated as of June 30, 2009, among the Company and certain investors [Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 6, 2009]                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2   |   | Form of Waiver Letter, dated as of June 30, 2009, between the Company and certain existing note holders [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 6, 2009]                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.3   |   | Form of Subscription Agreement, dated as of January 11, 2008, between the Company and certain investors. [Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 17, 2008]                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4   |   | Form of Funds Escrow Agreement, dated January 11, 2008, by and among the Company, Grushko and Mittman, P.C., and investors.  [Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 17, 2008]                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.5   |   | Settlement Agreement, dated January 11, 2008, by and among the Company, China Broadband Ltd., Stephen Cherner, Maxim Financial Corporation, Mark L. Baum, BCGU, LLC, Mark I Lev, Wellfleet Partners, Inc., Pu Yue, Clive Ng, Chardan Capital Markets, LLC, Jaguar Acquisition Corporation, and China Cablecom Holdings, Ltd. [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 17, 2008] |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.6   |   | Form of Subscription and Release Agreement, dated March 2008 [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2008]                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.7   |   | Form of Release Agreement, dated March 2008 [Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 8, 2008]                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.8   |   | Form of Subscription Agreement, dated January 23, 2007, by and among the Company and certain investors. [incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 20, 2007]                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.9   |   | Cooperation Agreement dated as of December 26, 2006 between China Broadband, Ltd. and Jianan Guangdian Jiahe Digital Television Co., Ltd. [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 20, 2007]                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.10  |   | Exclusive Service Agreement, dated December, 2006, by and among Beijing China Broadband Network Technology Co., Ltd., Jinan Guangdian Jiahe Digital Television Co., Ltd. and Jinan Broadcast &Televison Information Network Center. [incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed June 11, 2007]                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.11  |   | Cooperation Agreement, dated March 7, 2008, by and among Ji’Nan Zhongkuan Dian Guang Information Technology Co., Shandong Broadcast & TV Weekly Press and Modern Movie & TV Biweekly Press.  [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 13, 2008]                                                                                                              |

----

|        |   |                                                                                                                                                                                                                                                                                       |
|-------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.12       |   | Share Issuance Agreement, dated April 7, 2009 between the Company, China Broadband, Ltd., Waanshi Wangjing Media Technologies (Beijing) Co., Ltd. and its shareholders. [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 14, 2009] |
|        |   |                                                                                                                                                                                                                                                                                       |
| 10.13       |   | Loan Agreement, dated as of April 7, 2009, between China Broadband, Ltd. and Wangjing Media Technologies (Beijing) Co., Ltd..*                                                                                                                                                             |
|        |   |                                                                                                                                                                                                                                                                                       |
| 10.14       |   | Equity Option Agreement, dated as of April 7, 2009, between China Broadband, Ltd. and Wangjing Media Technologies (Beijing) Co., Ltd.*                                                                                                                                                     |
|        |   |                                                                                                                                                                                                                                                                                       |
|  10.15 |   | Pledge Agreement, dated as of April 7, 2009, between China Broadband, Ltd. and Wangjing Media Technologies (Beijing) Co., Ltd. [Incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K/A filed herewith on April 16, 2010]                                 |
|        |   |                                                                                                                                                                                                                                                                                       |
| 10.16       |   | Trustee Appointment Letter, dated as of April 7, 2009, by China Broadband, Ltd., appointing Mr. Wang Yingqi as trustee on its behalf *                                                                                                                                                     |
|        |   |                                                                                                                                                                                                                                                                                       |
| 10.17       |   | Employment Agreement, dated January 24, 2007, between China Broadband, Ltd. and Clive Ng. [incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed March 20, 2007]                                                                               |
|        |   |                                                                                                                                                                                                                                                                                       |
| 10.18       |   | Employment Agreement Amendment, dated January 11, 2008, between China Broadband, Ltd. and  Clive Ng. [Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 17, 2008]                                                     |
|        |   |                                                                                                                                                                                                                                                                                       |
| 10.19       |   | Employment Agreement, dated January 24, 2007, between China Broadband, Ltd. and Pu Yue. [incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed March 20, 2007]                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                       |
| 10.20       |   | Employment Agreement Amendment, dated January 11, 2008, between China Broadband, Ltd. and Pu Yue. [Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 17, 2008]                                                                  |
|        |   |                                                                                                                                                                                                                                                                                       |
| 10.21       |   | Employment Agreement, dated March 13, 2008, between the Company and Marc Urbach.  [incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 13, 2008]                                                                             |
|        |   |                                                                                                                                                                                                                                                                                       |
| 10.22       |   | Consulting Agreement, dated January 24, 2007, between the Company and Maxim Financial Corporation. [incorporated by reference to Exhibit 10.9 to the Company’s Amended Current Report on Form 8-K/A filed June 4, 2007]                                                              |
|        |   |                                                                                                                                                                                                                                                                                       |
| 21          |   | Subsidiaries of the Company. [incorporated by reference to Exhibit 21 to the Company’s Amended Annual Report on Form 10-K/A filed April 16, 2010]                                                                                                                                    |
|        |   |                                                                                                                                                                                                                                                                                       |
| 31.1        |   | Certifications of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                             |
|        |   |                                                                                                                                                                                                                                                                                       |
| 31.2        |   | Certifications of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                             |
|        |   |                                                                                                                                                                                                                                                                                       |
| 32.1        |   | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                              |
|        |   |                                                                                                                                                                                                                                                                                       |
| 32.2        |   | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                              |
|        |   |                                                                                                                                                                                                                                                                                       |
| 99.1        |   | China Broadband, Inc. 2008 Stock Incentive Plan. [incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed March 13, 2008]                                                                                                                        |
|        |   |                                                                                                                                                                                                                                                                                       |
| 99.2        |   | China Broadband, Inc. Audit Committee Charter [incorporated by reference to Exhibit 99.2 to the Company’s Annual Report on Form 10-K filed April 15, 2009]                                                                                                                           |
|        |   |                                                                                                                                                                                                                                                                                       |
| 99.3        |   | China Broadband, Inc. Nominating and Corporate Governance Committee Charter [incorporated by reference to Exhibit 99.3 to the Company’s Annual Report on Form 10-K filed April 15, 2009]                                                                                             |
|        |   |                                                                                                                                                                                                                                                                                       |
| 99.4        |   | China Broadband, Inc. Compensation Committee Charter [incorporated by reference to Exhibit 99.4 to the Company’s Annual Report on Form 10-K filed April 15, 2009]                                                                                                                    |

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|   | YOU ON DEMAND HOLDINGS, INC. |
|--------|------------------------------|
|   |                         |   |
|   | By:                          | /s/ Shane McMahon |
|   |                         | Shane McMahon |
|   |                         | Chief Executive Officer |
|   |                         |   |
|   | By:                          | /s/ Marc Urbach |
|   |                         | Marc Urbach |
|   |                         | President and Chief Financial Officer |

| Signature                     |   | Title                                           |   | Date        |
|-------------------------------|--------|-------------------------------------------------|--------|-------------|
|                          |   |                                            |   |        |
| /s/ Shane McMahon   |   | Chairman and Chief Executive Officer            |   | May 4, 2011 |
| Shane McMahon                 |   | (Principal Executive Officer)                   |   |        |
|                          |   |                                            |   |        |
| /s/ Marc Urbach     |   | President, Chief Financial Officer and Director |   | May 4, 2011 |
| Marc Urbach                   |   | (Principal Financial and Accounting Officer)    |   |        |
|                          |   |                                            |   |        |
| /s/ Weicheng Liu              |   | Senior Executive Officer and Director           |   | May 4, 2011 |
| Weicheing Liu                 |   |                                            |   |        |
|                          |   |                                            |   |        |
| /s/ James Cassano   |   | Director                                        |   | May 4, 2011 |
| James Cassano                 |   |                                            |   |        |
|                          |   |                                            |   |        |

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| Exhibit No. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1              |   | Share Exchange Agreement, dated as of January 23, 2007, by and among the Company, China Broadband, Ltd. and its shareholders. [incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 10-KSB filed May 25, 2007]                                                                                                                                                                                                      |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.1              |   | Articles of Incorporation of the Company, as amended to date.                                                                                                                                                                                                                                                                                                                                                                                        |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.2              |   | Bylaws of the Company, as amended to date.                                                                                                                                                                                                                                                                                                                                                                                                           |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.1              |   | Form of Note Purchase Agreement, dated June 30, 2009, among the Company and certain investors. [Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 6, 2009]                                                                                                                                                                                                                                    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.2              |   | Form of 5% Convertible Promissory Note, issued as of June 30, 2009. [Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 6, 2009]                                                                                                                                                                                                                                                               |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.3              |   | Form of 5% Convertible Promissory Note, issued as of January 11, 2008. [Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 17, 2008]                                                                                                                                                                                                                                                        |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.4              |   | Form of Class A Warrant, issued as of January 11, 2008. [Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on January 17, 2008]                                                                                                                                                                                                                                                                      |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.5              |   | Form of Broker’s Common Stock Warrant, issued as of January 11, 2008. [Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on January 17, 2008]                                                                                                                                                                                                                                                  |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.6              |   | Form of Warrant Amendment, dated March 2008 [Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 8, 2008]                                                                                                                                                                                                                                                                                       |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.7              |   | Form of 7% Convertible Promissory Note issued by China Broadband, Ltd. and assumed by the Company. [incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 20, 2007]                                                                                                                                                                                                                                 |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.8              |   | Form of Warrant, issued as of January 23, 2007. [incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed March 20, 2007]                                                                                                                                                                                                                                                                                   |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.9              |   | Form of Warrant, issued as of January 23, 2007 to Maxim Financial Corporation. [incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed March 20, 2007]                                                                                                                                                                                                                                                    |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.10             |   | Form of Warrant, issued as of January 23, 2007 to BCGU, LLC. [incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-KSB filed May 25, 2007]                                                                                                                                                                                                                                                                     |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.11             |   | Form of Registration Rights Agreement, dated as of January 23, 2007 [incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 20, 2007]                                                                                                                                                                                                                                                                |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.1             |   | Form of Stock Purchase Agreement, dated as of June 30, 2009, among the Company and certain investors [Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 6, 2009]                                                                                                                                                                                                                             |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2             |   | Form of Waiver Letter, dated as of June 30, 2009, between the Company and certain existing note holders [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 6, 2009]                                                                                                                                                                                                                          |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.3             |   | Form of Subscription Agreement, dated as of January 11, 2008, between the Company and certain investors. [Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 17, 2008]                                                                                                                                                                                                                      |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4             |   | Form of Funds Escrow Agreement, dated January 11, 2008, by and among the Company, Grushko and Mittman, P.C., and investors.  [Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 17, 2008]                                                                                                                                                                                       |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.5             |   | Settlement Agreement, dated January 11, 2008, by and among the Company, China Broadband Ltd., Stephen Cherner, Maxim Financial Corporation, Mark L. Baum, BCGU, LLC, Mark I Lev, Wellfleet Partners, Inc., Pu Yue, Clive Ng, Chardan Capital Markets, LLC, Jaguar Acquisition Corporation, and China Cablecom Holdings, Ltd. [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 17, 2008] |

----

|   |   |                                                                                                                                                                                                                                                                                                                                                       |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.6   |   | Form of Subscription and Release Agreement, dated March 2008 [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2008]                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.7   |   | Form of Release Agreement, dated March 2008 [Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 8, 2008]                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.8   |   | Form of Subscription Agreement, dated January 23, 2007, by and among the Company and certain investors. [incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 20, 2007]                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.9   |   | Cooperation Agreement dated as of December 26, 2006 between China Broadband, Ltd. and Jianan Guangdian Jiahe Digital Television Co., Ltd. [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 20, 2007]                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.10  |   | Exclusive Service Agreement, dated December, 2006, by and among Beijing China Broadband Network Technology Co., Ltd., Jinan Guangdian Jiahe Digital Television Co., Ltd. and Jinan Broadcast &Televison Information Network Center. [incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed June 11, 2007] |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.11  |   | Cooperation Agreement, dated March 7, 2008, by and among Ji’Nan Zhongkuan Dian Guang Information Technology Co., Shandong Broadcast & TV Weekly Press and Modern Movie & TV Biweekly Press.  [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 13, 2008]                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.12  |   | Share Issuance Agreement, dated April 7, 2009 between the Company, China Broadband, Ltd., Waanshi Wangjing Media Technologies (Beijing) Co., Ltd. and its shareholders. [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 14, 2009]                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.13  |   | Loan Agreement, dated as of April 7, 2009, between China Broadband, Ltd. and Wangjing Media Technologies (Beijing) Co., Ltd..*                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.14  |   | Equity Option Agreement, dated as of April 7, 2009, between China Broadband, Ltd. and Wangjing Media Technologies (Beijing) Co., Ltd.*                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.15  |   | Pledge Agreement, dated as of April 7, 2009, between China Broadband, Ltd. and Wangjing Media Technologies (Beijing) Co., Ltd. [Incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K/A filed herewith on April 16, 2010]                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.16  |   | Trustee Appointment Letter, dated as of April 7, 2009, by China Broadband, Ltd., appointing Mr. Wang Yingqi as trustee on its behalf *                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.17  |   | Employment Agreement, dated January 24, 2007, between China Broadband, Ltd. and Clive Ng. [incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed March 20, 2007]                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.18  |   | Employment Agreement Amendment, dated January 11, 2008, between China Broadband, Ltd. and  Clive Ng. [Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 17, 2008]                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.19  |   | Employment Agreement, dated January 24, 2007, between China Broadband, Ltd. and Pu Yue. [incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed March 20, 2007]                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.20  |   | Employment Agreement Amendment, dated January 11, 2008, between China Broadband, Ltd. and Pu Yue. [Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 17, 2008]                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.21  |   | Employment Agreement, dated March 13, 2008, between the Company and Marc Urbach.  [incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 13, 2008]                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.22  |   | Consulting Agreement, dated January 24, 2007, between the Company and Maxim Financial Corporation. [incorporated by reference to Exhibit 10.9 to the Company’s Amended Current Report on Form 8-K/A filed June 4, 2007]                                                                                                                              |

----

|   |   |                                                                                                                                                                                           |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 21     |   | Subsidiaries of the Company. [incorporated by reference to Exhibit 21 to the Company’s Amended Annual Report on Form 10-K/A filed April 16, 2010]                                        |
|   |   |                                                                                                                                                                                           |
| 31.1   |   | Certifications of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                 |
|   |   |                                                                                                                                                                                           |
| 31.2   |   | Certifications of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                 |
|   |   |                                                                                                                                                                                           |
| 32.1   |   | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                  |
|   |   |                                                                                                                                                                                           |
| 32.2   |   | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                  |
|   |   |                                                                                                                                                                                           |
| 99.1   |   | China Broadband, Inc. 2008 Stock Incentive Plan. [incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed March 13, 2008]                            |
|   |   |                                                                                                                                                                                           |
| 99.2   |   | China Broadband, Inc. Audit Committee Charter [incorporated by reference to Exhibit 99.2 to the Company’s Annual Report on Form 10-K filed April 15, 2009]                               |
|   |   |                                                                                                                                                                                           |
| 99.3   |   | China Broadband, Inc. Nominating and Corporate Governance Committee Charter [incorporated by reference to Exhibit 99.3 to the Company’s Annual Report on Form 10-K filed April 15, 2009] |
|   |   |                                                                                                                                                                                           |
| 99.4   |   | China Broadband, Inc. Compensation Committee Charter [incorporated by reference to Exhibit 99.4 to the Company’s Annual Report on Form 10-K filed April 15, 2009]                        |

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