[November 8, 2012 VIA EDGAR Division of Corporation Finance 100 F Street, N.E. Attention: Barbara C. Jacobs, Esq. RE: SouFun Holdings Limited Ladies and Gentlemen: Company Staff Commission 20-F On behalf of SouFun Holdings Limited (the The Companys responses to the Staffs comments are as follows (the numbered paragraphs below correspond to the numbered paragraphs of the Staffs comment]
[November 8, 2012 VIA EDGAR Division of Corporation Finance 100 F Street, N.E. Attention: Barbara C. Jacobs, Esq. RE: SouFun Holdings Limited Ladies and Gentlemen: Company Staff Commission 20-F On behalf of SouFun Holdings Limited (the The Companys responses to the Staffs comments are as follows (the numbered paragraphs below correspond to the numbered paragraphs of the Staffs comment]
[] [PURCHASE AND SALE AGREEMENT Between SAHN EAGLE LLC, a Delaware limited liability company, as SELLER, and WALL STREET GLOBAL TRAINING CENTER, INC., a New York not-for-profit corporation as PURCHASER Property: Unit 1 72 Wall Street Condominium 73 Pine Street New York, New York TABLE OF CONTENTS Page 1. DEFINITIONS 4 2. PURCHASE AND SALE 7 3. ACCESS 7 4. PURCHASE] [Assignment and Assumption of Purchase and Sale Agreement Purchase and Sale Agreement Wall Street Global Training Center, Inc., as Assignor, hereby assigns all of its right, title and interest in and to that certain purchase and sale agreement dated as of October 4, 2011 by and between Sahn Eagle LLC, a Delaware limited liability company, as Seller, and Assignor, as] [CERTIFICATION I, Richard Jiangong Dai, certify that: 1. I have reviewed this annual report on Form 20-F/A of SouFun Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATION I, Lanying Guan, certify that: 1. I have reviewed this annual report on Form 20-F/A of SouFun Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [CERTIFICATION REQUIRED BY RULE 13a-14(b) OR RULE 15d-14(b) AND 18 U.S.C. SECTION 1350 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Richard Jiangong Dai Chief Executive Officer EX-13.1 6 d435323dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(B)] [CERTIFICATION REQUIRED BY RULE 13a-14(b) OR RULE 15d-14(b) AND 18 U.S.C. SECTION 1350 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Lanying Guan Chief Financial Officer EX-13.2 7 d435323dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(B)]
[] [PURCHASE AND SALE AGREEMENT Between SAHN EAGLE LLC, a Delaware limited liability company, as SELLER, and WALL STREET GLOBAL TRAINING CENTER, INC., a New York not-for-profit corporation as PURCHASER Property: Unit 1 72 Wall Street Condominium 73 Pine Street New York, New York TABLE OF CONTENTS Page 1. DEFINITIONS 4 2. PURCHASE AND SALE 7 3. ACCESS 7 4. PURCHASE] [Assignment and Assumption of Purchase and Sale Agreement Purchase and Sale Agreement Wall Street Global Training Center, Inc., as Assignor, hereby assigns all of its right, title and interest in and to that certain purchase and sale agreement dated as of October 4, 2011 by and between Sahn Eagle LLC, a Delaware limited liability company, as Seller, and Assignor, as] [CERTIFICATION I, Richard Jiangong Dai, certify that: 1. I have reviewed this annual report on Form 20-F/A of SouFun Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATION I, Lanying Guan, certify that: 1. I have reviewed this annual report on Form 20-F/A of SouFun Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [CERTIFICATION REQUIRED BY RULE 13a-14(b) OR RULE 15d-14(b) AND 18 U.S.C. SECTION 1350 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Richard Jiangong Dai Chief Executive Officer EX-13.1 6 d435323dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(B)] [CERTIFICATION REQUIRED BY RULE 13a-14(b) OR RULE 15d-14(b) AND 18 U.S.C. SECTION 1350 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Lanying Guan Chief Financial Officer EX-13.2 7 d435323dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(B)]
[] [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] [Deutsche Bank Trust Company Americas as Depositary under the Deposit Agreement referred to below 60 Wall Street New York, NY 10005 Ladies and Gentlemen: Deutsche Bank Trust Company Americas November 7, 2012 Very truly yours, 2 EX-5 3 a12-70_ex5.htm OPINION]
[] [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] [Deutsche Bank Trust Company Americas as Depositary under the Deposit Agreement referred to below 60 Wall Street New York, NY 10005 Ladies and Gentlemen: Deutsche Bank Trust Company Americas November 7, 2012 Very truly yours, 2 EX-5 3 a12-70_ex5.htm OPINION]
[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 Companys 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 Peoples 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 Peoples 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 Peoples 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]
[(2) This registration statement may be executed in any number ofunterparts, each of which shall be deemed an original, andl of suchunterparts together shallnstitute one and theme instrument. PART I INFORMATION REQUIRED IN PROSPECTUS Item 1.DESCRIPTION OF SECURITIES TO BE REGISTERED Required Information Location in Form of Receipt Filed Herewith Prospectus] [DEPOSITREEMENT by and among YY Issuer, DEUTSCHE BANK TRUSTMPANY AMERICAS Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDERted of [] DEPOSITREEMENT WITNESSETHTHAT: WHEREAS WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE ARTICLE I. DEFINITIONSlpitalized terms used, but not otherwise defined, herein shall have the meanings set forth] [Deutsche Bank Trustmpany Americas Depositary under the Depositreement referred to below 60 Wall Street New York, NY 10005 Ladies and Gentlemen: Deutsche Bank Trustmpany Americas November 7,2012 Very truly yours, 2 OPINION a12-70_ex5.htm 3 EX-5]
