8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 20, 2013

YOU ON DEMAND HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation) 000-19644 (Commission File Number) 20-1778374 (IRS Employer Identification No.)

27 Union Square, West Suite 502

New York, New York  10003

Telephone No.: 212-206-1216

(Address and telephone number of Registrant's principal

executive offices and principal place of business)

 (Former name or address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into A Material Definitive Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 20, 2013, YOU On Demand Holdings (the “Company”), through its indirect variable interest entity in the People’s Republic of China (“PRC”), Beijing China Broadband Network Technology Co., Ltd. (“WFOE”) entered into an Equity Transfer Agreement (the “Agreement”) with  Shandong Broadcast Network (“Shandong Broadcast”) pursuant to which the parties conditionally agreed to the sale to Shandong Broadcast of all of WFOE’s equity interest in Jinan Guangdian Jia He Broadband Co., Ltd. (“Jinan Broadband”), a PRC joint venture owned 51% by WFOE and 49% indirectly by Shandong Broadcast.  Pursuant to its terms, and a separate letter agreement between the parties dated July 23, 2013, the transfer of WFOE’s 51% interest in Jinan Broadband would become effective upon (i) approval of the relevant PRC governmental authorities, and (ii) agreement between the parties of final terms for the payment of the RMB 29,000,000 (approximately $4.7 million) payment price by Shandong Broadcast to WFOE.  On June 20, 2013, the sale was approved by the PRC Administration for Industry and Commerce.  On July 31, 2013, the parties agreed on pricing terms whereby Shandong Broadcast would pay (i) RMB 5,000,000 by July 31, 2013, (ii) RMB 10,000,000 by November 20, 2013, and (ii) the remaining RMB 14,000,000 by May 20, 2014.  Accordingly, based on the agreements between the parties, the sale of Jinan Broadband to Shandong Broadcast became final on July 31, 2013.

The foregoing description does not purport to be a complete statement of the parties’ rights and obligations under the Agreement, the July 23, 2013 letter agreement or the July 31, 2013 letter agreement, or a complete explanation of the material terms thereof.  The foregoing description is qualified in its entirety by reference to the provisions of the Agreement attached to this report as Exhibit 10.1, 10.2 and 10.3, respectively.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
10.1	Equity Transfer Agreement, dated May 20, 2013. [English Translation]
10.2	Letter Agreement, dated July 23, 2013 [English Translation]
10.3	Letter Agreement, dated July 31, 2013 [English Translation]

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	YOU ON DEMAND HOLDINGS, INC.
Date: August 6, 2013	By:	/s/Marc Urbach
		Marc Urbach President and Chief Financial Officer

EX-10.1

Exhibit 10.1

[English Translation]

Equity Transfer Agreement

Transferor: Beijing China Broadband Network Technology Co., Ltd. –Party A

Transferee: Shandong Broadcast Network –Party B

Party A and Party B agree the following articles pursuant to which Party A agreed to sell its 51% of the registered capital (equal to RMB40,800,000) in Jinan Guangdian Jiahe Broadband Co., Ltd (the “Company”) to Party B .

1. Transfer target

i. Party A agrees to transfer its 51% of the registered capital (equal to RMB40,800,000) of the Company to Party B. Party B agrees to accept the equity in the Company.

ii. The equity that Party A agrees to sell and which Party B agrees to purchase includes all the associated rights and interests. The equity is not subject to any of (and not limited to) the following: lien, collateral, pledge, or any third party’s claim of rights and interests.

2. Transfer price and payment method

Party A agrees to transfer the equity to Party B for RMB 29,000,000 based on the terms provided in this agreement. Party B agrees to purchase  the equity with the proposed price, and pay 0% within 15 days from the date when this agreement  becomes  effective, and pay the remaining balance of the purchase price within 150 days from the date when the business license is being amended with the governing bureau of the State Administration of Industry and Commerce (SAIC).

3. Party A’s Responsibilities

i. Party A is the sole owner of the equity to be transferred to Party B as provided in  article 1 of this agreement.

ii. Party A has fulfilled its obligation and made the contribution of its share of the registered capital as a shareholder of the Company. Party A guarantees that there is no false capital contribution or illegal withdrawal of the contributed capital.

iii. From the date when this agreement becomes effective, Party A withdraws from the Company, and will not involve in the Company’s distribution of assets and profits.

4. Party B’s Responsibilities

i. Party B’s liability to the Company is limited to its capital contribution.

ii. Party B acknowledges and implements the revised articles of association of the Company.

iii. Party B guarantees to pay the purchase price in accordance with the payment method provided in article 2 of this Agreement.

5. Taxes Related to the Equity Transfer

Party A and Party B agree to be responsible, respectively, for the taxes associated to the transfer of the equity in according to the laws and regulations.

6. Shareholders’ rights and obligations, including company profit and loss (credit and debit)

i. From the date when this Agreement becomes effective, Party B performs the rights and obligations as a shareholder. If necessary, Party A shall assist Party B to perform rights and obligations, including signing relevant  documents under the name of Party A.

ii. From the date when this agreement becomes effective, Party B shares the profits, losses and risks in proportion to the percentage of equity it owns.

7. Responsibility for violation

i. If either Party doesn’t perform or violates any articles in this Agreement, the default party should be responsible for all the economic loss incurred by the other party. Unless provided otherwise in the Agreement, the other party has the right to terminate the agreement and claim all the economic loss from the default party.

ii. If Party B doesn’t make the payment based on the terms provided in Article 2 in this agreement, Party B shall pay a late payment penalty of 0.01% of the unpaid balance on a daily basis. After Party B pays the late payment penalty, as a result of Party B’s violation of the Agreement, Party A incurs the economic loss that exceeds the late payment penalty paid by Party B, or if Party A incurs other damage, Party A has the right to claim compensation for the economic loss or damage that exceeds the late payment penalty.

8. Dispute Resolution

All disputes should be discussed and negotiated in a friendly manner between the two parties. If the parties are unable to reach agreement, either party has the right to file a litigation with People’s Court that has the jurisdiction over the dispute.

9. Terms effect  and miscellaneous

i. This agreement is in effect on the date when both Party A and Party B sign and stamp on it.

ii. When this agreement is in effect, Party A and Party B should corporate with amending  the Company’s articles of association, shareholder record, and capital contribution records, and assist the Company to conduct with changes in the registration with the SAIC.

iii. This agreement has four original sets. Party A, Party B, the Company and the SAIC  each keeps an original agreement with equal legal effect.

Transferor:  Beijing China Broadband Network Technology Co., Ltd.

Transferee: Shandong Broadcast Network

May 20, 2013

EX-10.2

Exhibit 10.2

[English Translation]

July 23, 2013

SHANDONG BROADCAST NETWORK

No. 20188 JINGSHI ROAD, JINAN, SHANDONG

PEOPLES REPUBLIC OF CHINA

Re: Equity Transfer Agreement

Dear Sir or Madam:

Reference is made to that certain Equity Transfer Agreement, dated May 20, 2013, between Beijing China Broadband Network Technology Co., Ltd. (“Party A”) and Shandong Broadcast Network (“Party B”), pursuant to which Party A agreed to sell its 51% interest in Jinan Guangdian Jia He Broadband Co., Ltd. (“Target”) to Party B, (the “Equity Transfer Agreement”).  Although the Equity Transfer Agreement states that the purchase price to be paid by Party B for the Target shall be delivered to Party A within 150 days of the Equity Transfer Agreement, each of Party A and Party B hereby confirm, for clarity and notwithstanding anything to the contrary contained in the Equity Transfer Agreement, that (i) the transfer of the Target to Party B shall not be deemed effective until Party A and Party B mutually agree upon a fixed schedule of the terms of the payment of the purchase price by Party B, and (ii) if such terms are not agreed upon prior to the expiration of the 150^th day following the date of the Equity Transfer Agreement that each of Party A and Party B may, in their sole discretion, terminate their respective obligations under the Equity Transfer Agreement and declare the Equity Agreement null and void and of no further force or effect.

Except as expressly set forth herein, this letter agreement shall not amend or waive any provision of the Equity Transfer Agreement.  Please indicate your acknowledgement and acceptance of the terms of this letter agreement by execution in the space provided below

Sincerely,

BEIJING CHINA BROADBAND NETWORK TECHNOLOGY CO. LTD.

By:	/s/ Weicheng Liu
Name:	Weicheng Liu

Confirmed and accepted as of

The date first above written:

SHANDONG BROADCAST NETWORK

By: /s/

Name:

Title:

EX-10.3

Exhibit 10.3

[English Translation]

July 31, 2013

SHANDONG BROADCAST NETWORK

No. 20188 JINGSHI ROAD, JINAN, SHANDONG

PEOPLES REPUBLIC OF CHINA

Re: Equity Transfer Confirmation

Dear Sir or Madam:

Reference is made to that certain Equity Transfer Agreement, dated May 20, 2013, and the confirmation letter signed on July 23, 2013 between Beijing China Broadband Network Technology Co., Ltd. (“Party A”) and Shandong Broadcast Network (“Party B”). Both parties agree the following payment method: (i) Party B pays RMB 5,000,000 to Party A within fifteen business days from registration day, which is July 31^st 2013; Party A has confirmed the payment, (ii) Party B pays Party A RMB 10,000,000 by November 20^th 2013, and (iii) Party B pays Party A the transfer balance RMB 14,000,000 by May 20, 2014.

Except as expressly set forth herein, this letter agreement shall not amend or waive any provision of the Equity Transfer Agreement.  Please indicate your acknowledgement and acceptance of the terms of this letter agreement by execution in the space provided below

Sincerely,

BEIJING CHINA BROADBAND NETWORK TECHNOLOGY CO. LTD.

By:
Name:	Weicheng Liu
Title:

Confirmed and accepted as of

The date first above written:

SHANDONG BROADCAST NETWORK

By:

Name:

Title: