[PROSPECTUS (Subject to Completion) Issued November 7, 2012 7,800,000 American Depositary Shares YY Inc. REPRESENTING 156,000,000 CLASS A COMMON SHARES YY Inc. is offering 7,800,000 American Depositary Shares, or ADSs. Each ADS represents 20 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 or our] [The Companies Law (Revised) Company Limited by Shares THE SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF YY Inc. (Adopted by way of a special resolution passed on October 12, 2012 and to become effective immediately upon the completion of the Company’s initial public offering of its Class A Common Shares represented by American Depositary Shares on the NASDAQ Global] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT Company Depositary W I T N E S S E T H T H A T: WHEREAS WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE ARTICLE I. DEFINITIONS All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated: Affiliate SECTION 1.1 “ Agent SECTION 1.2 “ American Depositary] [November 7, 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] [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 November 7, 2012 YY Inc. Building 3-08 Yangcheng Creative Industry] [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.] [November 7, 2012 YY Inc. Building 3-08, Yangcheng Creative Industry Zone No. 309 Huangpu Avenue Middle Tianhe District, Guangzhou 510655 People’s Republic of China Ladies and Gentlemen: EX-23.7 7 d222007dex237.htm CONSENT OF PENG T. ONG] [November 7, 2012 YY Inc. Building 3-08, Yangcheng Creative Industry Zone No. 309 Huangpu Avenue Middle Tianhe District, Guangzhou 510655 People’s Republic of China Ladies and Gentlemen: EX-23.8 8 d222007dex238.htm CONSENT OF PETER ANDREW SCHLOSS] [To: YY Inc. Building 3-08 Yangcheng Creative Industry Zone No.309 Huangpu Avenue Middle Tianhe District Guangzhou 510655 P.R.C November 7, 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]