[728,227,848 Class A common shares, par value US$0.00001 per share, and 369,557,976 Class B common shares, par value US$0.00001 per share, were outstanding as of December 31, 2015. Indicate the number of outstanding shares of each of the Issuer's classes of capital or common stock as of the close of the period covered by the annual report. x ¨ ¨] [English Summary of Contract for State-owned Construction Land Use Right Assignment Assignor: Guangzhou Land Resources and Real Estate Administration Bureau Assignee: Guangzhou Huaduo Network Technology Co., Ltd. General Provisions 1. In accordance with the Property Law of the People's Republic of China, contract Law of the People's Republic of China, Land Administration Law of People's Republic of China, the Urban] [Exclusive Business Cooperation Agreement China PRC This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on August 25, 2015 in Beijing, the People’s Republic of China (“ (1) Beijing Bilin Online Information Technology Co., Ltd. Domestic Company (2) Beijing Bilin Changxiang Information Technology Co., Ltd. WFOE Each of Domestic Company and] [Exclusive Option Agreement Agreement PRC This Exclusive Option Agreement (this “ A. David Xueling Li Transferor B. Beijing Bilin Changxiang Information Technology Co., Ltd. Transferee C. Beijing Bilin Online Information Technology Co., Ltd. Domestic Company Transferor, Transferee and Domestic Company shall be hereinafter individually referred to as a “Party”; collectively, the “Parties”. PREAMBLE Business The Domestic Company is a company] [Exclusive Assets Purchase Agreement Agreement PRC This Exclusive Assets Purchase Agreement (this “ A. Beijing Bilin Changxiang Information Technology Co., Ltd. WFOE B. Beijing Bilin Online Information Technology Co., Ltd. Domestic Company C. David Xueling Li Shareholder Domestic Company, WFOE and Shareholder shall be hereinafter individually referred to as a “Party”; collectively, the “Parties”. PREAMBLE Business The Domestic Company is] [Equity Interest Pledge Agreement Agreement PRC This Equity Interest Pledge Agreement (this “ A. David Xueling Li Pledgor B. Beijing Bilin Changxiang Information Technology Co., Ltd. Beneficiary C. Beijing Bilin Online Information Technology Co., Ltd. Domestic Company Pledgor, Beneficiary and Domestic Company shall be hereinafter individually referred to as a “Party”; collectively, the “Parties”. PREAMBLE Business The Domestic Company is] [Power of Attorney (1) Rights and Interests Domestic Company (2) WFOE Successor (a) 1 (b) (c) (3) (4) Exclusive Option Agreement (a) Equity Transfer Agreement (b) 2 (c) (d) (5) Exclusive Assets Purchase Agreement (6) (7) (8) 3 (9) (10) (Remainder of this page left blank intentionally; execution page to follow)] [List of Subsidiaries and Consolidated Affiliated Entities of YY Inc. Place of Incorporation Subsidiaries Duowan Entertainment Corporation BVI NeoTasks Inc. Cayman Islands NeoTasks Limited Hong Kong Guangzhou Huanju Shidai Information Technology Co., Ltd. PRC Huanju Shidai Technology (Beijing) Co., Ltd. PRC Zhuhai Duowan Information Technology Co., Ltd. PRC Zhuhai Huanju Shidai Information Technology Co., Ltd PRC Engage Capital Partners I.L.P.] [I, David Xueling Li, certify that: 1. I have reviewed this annual report on Form 20-F of YY Inc. (the "Company"); 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 by the Principal Financial Officer I, Eric He, certify that: 1. I have reviewed this annual report on Form 20-F of YY Inc. (the "Company"); 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] [1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 28, 2016 David Xueling Li Chief Executive Officer] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 28, 2016 Eric He Chief Financial Officer] [April 28, 2016 Matter No.: 822568 Doc Ref: pl/al/102498676 +852 2842 9551 Paul.lim@conyersdill.com The Directors YY Inc. Building B-1, North Block of Wanda Plaza No. 79 Wanbo Er Road Nancun Town, Panyu District Guangzhou 511442 The People's Republic of China Dear Sirs, ( "Company") Re: YY Inc. Form 20-F Yours faithfully, Conyers Dill & Pearman] [FANGDA PARTNERS Shanghai☐Beijing☐ Shenzhen☐ Hong Kong http://www.fangdalaw.com E-mail: email@fangdalaw.com Tel.: 86-21-2208-1166 Fax: 86-21-5298-5599 Ref.: 16GC0025 32/F, Plaza 66 Tower 1 1266 Nan Jing West Road Shanghai 200040, PRC To: YY Inc. Building B-1, North Block of Wanda Plaza No. 79 Wanbo Er Road Nancun Town, Panyu District Guangzhou 511442 The People's Republic of China April 28, 2016 2015 Annual Report] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-187074) of our report dated April 28, 2016 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. PricewaterhouseCoopers Zhong Tian LLP Shanghai, the People's Republic of]