[PROSPECTUS (Subject to Completion) Issued , 2012 American Depositary Shares YY Inc. REPRESENTING CLASS A COMMON SHARES YY Inc. is offering American Depositary Shares, or ADSs, and the selling shareholders are offering ADSs. Each ADS represents Class A common shares, par value $0.00001 per share. This is our initial public offering and no public market currently exists for our ADSs] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF YY Inc. (adopted by special resolution on September 6, 2011) 1. YY Inc. The name of the Company is 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand] [] [Execution Version INVESTORS’ RIGHTS AGREEMENT Agreement This INVESTORS’ RIGHTS AGREEMENT (this “ Company (1) YY Inc., a limited liability company duly incorporated and validly existing under the laws of the Cayman Islands (the “ Duowan BVI (2) Duowan Entertainment Corp., a limited liability company duly incorporated and validly existing under the laws of the British Virgin Islands (the “ Cayman] [Execution Version RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT Agreement This RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “ Company (1) YY Inc., a limited liability company duly incorporated and validly existing under the laws of the Cayman Islands (the “ Duowan BVI (2) Duowan Entertainment Corp., a limited liability company duly incorporated and validly existing under the laws] [Execution version Dated September 6, 2011 The persons whose names and addresses are set out in Schedule 1 Part A and The corporations whose names and addresses are set out in Schedule 1 Parts B, C and D (Vendors) and YY Inc. (Purchaser) Share Exchange Agreement relating to Duowan Entertainment Corp. This Share Exchange Agreement is made on the 6] [[date], 2012 Matter No.:876102 Doc Ref: Pl/al/1920585v1 (852) 2842 9551 Paul.Lim@conyersdill.com YY Inc. Building 3-08, Yangcheng Creative Industry Zone No. 309 Huangpu Avenue Middle Tianhe District Guangzhou 510655 China Dear Sirs, Re: YY Inc. (the “Company”) Public Offering ADSs Common Shares Prospectus Registration Statement Securities Act Commission We have acted as special Cayman Islands legal counsel to the Company in] [KADDEN RPS LATE EAGHER LOM S AFFILIATE OFFICES 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 __________ TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com __________ BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WILMINGTON __________ BEIJING BRUSSELS FRANKFURT LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO October 15, 2012 YY Inc. Building 3-08 Yangcheng Creative Industry] [LEGAL OPINION To: YY Inc. Building 3-08 Yangcheng Creative Industry Zone No.309 Huangpu Avenue Middle Tianhe District Guangzhou 510655 P.R.C October 15, 2012 Dear Sir/Madam YY INC. PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration Statement SEC ADSs Offering We are acting as PRC legal counsel to YY Inc. (the “ 1 Documents] [Execution Copy DUOWAN ENTERTAINMENT CORP. RULES OF THE EMPLOYEE EQUITY INCENTIVE SCHEME 1. DEFINITIONS AND INTERPRETATION 1.1 In these Rules: “Adoption Date” “Allotment Date” Administrator “ “Articles” “Auditors” “Board” “Board Approval” “Cause” 1 DUOWAN EMPLOYEE INCENTIVE RULES “Cessation Date” “Company” “Date of Grant” “Escrow Holder” “Employee” “Exercise Price” “Exit” “Fully Diluted Capital” “Grantee” “Group” “Group Company” “Hong Kong” 2 DUOWAN] [YY INC. 2011 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the YY Inc. 2011 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context] [FORM INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , by and between YY Inc., an exempted company duly incorporated and validly existing under the law of the Cayman Islands (the “Company”), and (the “Indemnitee”), a director/an executive officer of the Company. WHEREAS, the Indemnitee has agreed to serve as a director/an executive] [EMPLOYMENT AGREEMENT (FORM) Group RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of this Agreement. AGREEMENT The parties hereto agree] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on August 12, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Duowan Entertainment Information Technology (Beijing) Company Limited Address: Suite 1707C3, Qingyun Dangdai Plaza, No. 9 Mantingfangyuan Community, Qingyunli, Haidian District, Beijing] [Supplementary Agreement to Exclusive Business Cooperation Agreement This Supplementary Agreement to Exclusive Business Cooperation Agreement (the “Supplementary Agreement”) is entered into by and among the following parties on November 10, 2011: Party A: Duowan Entertainment Information Technology (Beijing) Company Address: Room B1507, Huizhi Building, No. 9 Xueqing Road, Haidian District, Beijing Party B: Guangzhou Huaduo Network Technology Company Limited Address:] [Confirmation Letter Duowan Entertainment Information Technology (Beijing) Company (“Beijing Duowan”) and Guangzhou Huaduo Network Technology Company Limited (“Guangzhou Huaduo”) have entered into an Exclusive Business Cooperation Agreement (the “Original Agreement”) on August 12, 2008. According to Section 2 of the Original Agreement, both parties confirm the fee rate and payment of services as follows: 1. Fee rate of services: Guangzhou] [Exclusive Technology Support and Technology Service Agreement This Exclusive Technology Support and Technology Services Agreement (the “Agreement”) is executed by the following parties on August 12, 2008 in Beijing: Party A: Duowan Entertainment Information Technology (Beijing) Company Limited Address: Suite 1707C3, Qingyun Dangdai Plaza, No.9 Mantingfangyuan Community, Qingyunli, Haidian District, Beijing Party B: Guangzhou Huaduo Network Technology Company Limited Address:] [Supplementary Agreement to Exclusive Technology Support and Technology Services Agreement This Supplementary Agreement to Exclusive Technology Support and Technology Services Agreement (the “Supplementary Agreement”) is entered into by and among the following parties on November 10, 2011: Party A: Duowan Entertainment Information Technology (Beijing) Company Address: Room B1507, Huizhi Building, No. 9 Xueqing Road, Haidian District, Beijing Party B: Guangzhou] [Confirmation Letter Duowan Entertainment Information Technology (Beijing) Company (“Beijing Duowan”) and Guangzhou Huaduo Network Technology Company Limited (“Guangzhou Huaduo”) have entered into an Exclusive Technology Support and Technology Services Agreement (the “Original Agreement”) on August 12, 2008. According to Section 2 of the Original Agreement, both parties confirm the fee rate and payment of services as follows: 1. Fee rate] [Power of Attorney Beijing Tuda Science and Technology Company Limited (Seal) Dated: September 16, 2011 1 Power of Attorney Dated: September 16, 2011 2 Power of Attorney Dated: September 16, 2011 3 Power of Attorney] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) dated September 16, 2011, is made in Beijing, the People’s Republic of China (the “PRC”), by and among: Party A: Duowan Entertainment Information Technology (Beijing) Company Limited Address: Suite B1507, Huizhi Plaza, 9 Xueqing Road, Haidian District, Beijing Party B: Beijing Tuda Science and Technology Company Limited Address: Suite B1506, Huizhi] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Contract”), dated September 16, 2011, is made in the People’s Republic of China (the “PRC”), by and between: Party A: Duowan Entertainment Information Technology (Beijing) Company Limited (“Pledgee”) Address: Suite B1507, Huizhi Plaza, 9 Xueqing Road, Haidian District, Beijing Party B: Beijing Tuda Science and Technology Company Limited (“Pledgor”) Address:] [Consent Letter Beijing Tuda Science and Technology Company Limited, Xueling Li, Jun Lei, Bin Zhao, Jin Cao (the “Pledgor”) have entered into an Equity Interest Pledge Agreement (the “Agreement”), respectively, with Duowan Entertainment Information Technology (Beijing) Company Limited (the “Beijing Duowan”) on September 16, 2011, to pledge their respective equity interests in Guangzhou Huaduo Network Technology Co., Ltd. (the “Guangzhou] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on December 3, 2009 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Duowan Entertainment Information Technology (Beijing) Company Limited Address: Suite 1707C3, Qingyun Dangdai Plaza, No. 9 Mantingfangyuan Community, Qingyunli, Haidian District, Beijing] [Supplementary Agreement to Exclusive Business Cooperation Agreement This Supplementary Agreement to Exclusive Business Cooperation Agreement (the “Supplementary Agreement”) is entered into by and among the following parties on November 10, 2011: Party A: Duowan Entertainment Information Technology (Beijing) Company Address: Room B1507, Huizhi Building, No. 9 Xueqing Road, Haidian District, Beijing Party B: Beijing Tuda Science and Technology Company Limited] [Confirmation Letter Duowan Entertainment Information Technology (Beijing) Company (“Beijing Duowan”) and Beijing Tuda Science and Technology Company Limited (“Beijing Tuda”) have entered into an Exclusive Business Cooperation Agreement (the “Original Agreement”) on December 3, 2009. According to Section 2 of the Original Agreement, both parties confirm the fee rate and payment of services as follows: 1. Fee rate of services:] [Exclusive Technology Support and Technology Service Agreement This Exclusive Technology Support and Technology Services Agreement (the “Agreement”) is executed by the following parties on December 3, 2009 in Beijing: Party A: Duowan Entertainment Information Technology (Beijing) Company Limited Address: Suite 1707C3, Qingyun Dangdai Plaza, No.9 Mantingfangyuan Community, Qingyunli, Haidian District, Beijing Party B: Beijing Tuda Science and Technology Company Limited] [Supplementary Agreement to Exclusive Technology Support and Technology Services Agreement This Supplementary Agreement to Exclusive Technology Support and Technology Services Agreement (the “Supplementary Agreement”) is entered into by and among the following parties on November 10, 2011: Party A: Duowan Entertainment Information Technology (Beijing) Company Address: Room B1507, Huizhi Building, No. 9 Xueqing Road, Haidian District, Beijing Party B: Beijing] [Confirmation Letter Duowan Entertainment Information Technology (Beijing) Company (“Beijing Duowan”) and Beijing Tuda Science and Technology Company Limited (“Beijing Tuda”) have entered into an Exclusive Technology Support and Technology Services Agreement (the “Original Agreement”) on December 3, 2009. According to Section 2 of the Original Agreement, both parties confirm the fee rate and payment of services as follows: 1. Fee] [Power of Attorney Dated: May 27, 2011 1 Power of Attorney Dated: May 27, 2011 2 Power of Attorney Dated: May 27, 2011 3] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) dated May 27, 2011, is made in Beijing, the People’s Republic of China (the “PRC”), by and among: Party A: Duowan Entertainment Information Technology (Beijing) Company Limited Address: Suite B1507, Huizhi Plaza, 9 Xueqing Road, Haidian District, Beijing Party B: Xueling Li Address: Party C: Beijing Tuda Science and Technology Company] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Contract”), dated July 1, 2011, is made in the People’s Republic of China (the “PRC”), by and between: Party A: Duowan Entertainment Information Technology (Beijing) Company Limited (“Pledgee”) Address: Suite B1507, Huizhi Plaza, 9 Xueqing Road, Haidian District, Beijing Party B: Xueling Li (“Pledgor”) Address: The Pledged equity interest is] [Consent Letter Xueling Li, Bin Zhao and Jin Cao (the “Pledgor”) have entered into an Equity Interest Pledge Agreement (the “Agreement”), respectively, with Duowan Entertainment Information Technology (Beijing) Company Limited (the “Beijing Duowan”) on July 1, 2011, to pledge their respective equity interests in Beijing Tuda Science and Technology Company Limited (the “Beijing Tuda”) to Beijing Duowan. Pledgors have reached] [Joint Operation Agreement with respect to Web Game “Dandan Tang” July 1st, 2011 This agreement (the “Agreement”) was signed in Tianhe District of Guangzhou City on Parties: Party A: Shenzhen 7th Road Technology Co., Ltd. (the “Party A”) Address: 16 # Floor Yanxiang Technology Building, No.31 Gao Xin Zhong Si Road, Nanshan District, Shenzhen Person in charge: Cao Kai Party] [List of Subsidiaries of YY Inc. Name Jurisdiction of incorporation Relationship with the Duowan Entertainment Corp. BVI Wholly-owned subsidiary NeoTasks Inc. Cayman Islands Wholly-owned subsidiary NeoTasks Limited Hong Kong Wholly-owned subsidiary Guangzhou Huanju Shidai Information Technology Company Limited PRC Wholly-owned subsidiary Duowan Entertainment Information Technology (Beijing) Company Limited PRC Wholly-owned subsidiary Zhuhai Duowan Information Technology Company Limited PRC Wholly-owned subsidiary] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of YY Inc. of our report dated July 13, 2012, relating to the financial statements of YY Inc., which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.] [Consent of iResearch Consulting Group September 5, 2012 YY Inc. Building 3-08, Yangcheng Creative Industry Zone No. 309 Huangpu Ave. Middle, Tianhe District Guangzhou, P.R.C., 510655 Ladies and Gentlemen: Registration Statement Company SEC SEC Filings iResearch Consulting Group hereby consents to references to its name in the registration statement on Form F-1 (together with any amendments thereto, the “ iResearch] [Consent of DCCI Data Center of China Internet September 21, 2011 YY Inc. No. 50 Jianzhong Road Tianhe Software Park Tianhe District, Guangzhou 510660 People’s Republic of China Tel: (+86 20) 8553-5024 Ladies and Gentlemen: DCCI Registration Statement Company SEC SEC Filings DCCI Data Center of China Internet (“ DCCI further consents to inclusion of, summary of and reference to] [YY INC. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal reporting of] [To: YY Inc. Building 3-08 Yangcheng Creative Industry Zone No.309 Huangpu Avenue Middle Tianhe District Guangzhou 510655 P.R.C October 15, 2012 Dear Sirs/Madam YY INC. PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration Statement SEC ADSs Offering We are acting as PRC legal counsel to YY Inc. (the “ Opinion This legal opinion] [[Page intentionally left blank for graphics] PROSPECTUS (SUBJECT TO COMPLETION) DATED , 2012 AMERICAN DEPOSITARY SHARES YY Inc. Representing Common Shares This is an initial public offering of American depositary shares, or ADSs, of YY Inc. Each ADS represents common shares, par value US$0.00001 per share. We are offering ADSs[, and the selling shareholders identified in this prospectus are offering] [[Page intentionally left blank for graphics] PROSPECTUS (SUBJECT TO COMPLETION) DATED , 2012 AMERICAN DEPOSITARY SHARES YY Inc. Representing Common Shares This is an initial public offering of American depositary shares, or ADSs, of YY Inc. Each ADS represents common shares, par value US$0.00001 per share. We are offering ADSs[, and the selling shareholders identified in this prospectus are offering] [[Page intentionally left blank for graphics] PROSPECTUS (SUBJECT TO COMPLETION) DATED , 2012 AMERICAN DEPOSITARY SHARES YY Inc. Representing Class A Common Shares This is an initial public offering of American depositary shares, or ADSs, of YY Inc. Each ADS represents Class A common shares, par value US$0.00001 per share. We are offering ADSs[, and the selling shareholders identified in]