YY [YY] CERTNAS:
[]
[PROSPECTUS (Subject to Completion) Issued November , 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] [YY Inc. 7,800,000 American Depositary Shares Representing 156,000,000 Class A Common Shares (par value $0.00001 per share) Form of Underwriting Agreement , 2012 Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Citigroup Global Markets Inc. 388 Greenwich Street New York,] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF YY Inc. (adopted by special resolution passed on October 12, 2012 and to become effective immediately upon the completion of the Companys initial public offering of Class A Common Shares represented by American Depository Shares on the NASDAQ Global Market) 1. YY Inc. The name] [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.]
[PROSPECTUS (Subject to Completion) Issued November , 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] [YY Inc. 7,800,000 American Depositary Shares Representing 156,000,000 Class A Common Shares (par value $0.00001 per share) Form of Underwriting Agreement , 2012 Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Citigroup Global Markets Inc. 388 Greenwich Street New York,] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF YY Inc. (adopted by special resolution passed on October 12, 2012 and to become effective immediately upon the completion of the Companys initial public offering of Class A Common Shares represented by American Depository Shares on the NASDAQ Global Market) 1. YY Inc. The name] [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.]
[PROSPECTUS (Subject tompletion) STYLE="font-family:Times New Roman" SIZE="3"LOR="#cc062a"> Issued November , 2012 7,800,000 American Depositary Shares YY REPRESENTING 156,000,000 CLASS AMMON SHARES STYLE="font-family:Times New Roman" SIZE="3"> YY is offering 7,800,000 American Depositary Shares, orSs. EachS represents 20 Class Ammon shares, par value $0.00001 per share. This is our initial public offering and no public market currently] [YY STYLE="font-family:Times New Roman" SIZE="2"> 7,800,000 American Depositary Shares Representing 156,000,000 ClassAmmon Shares (par value $0.00001 per share) STYLE="font-family:Times New Roman" SIZE="2"> Form of Underwritingreement , 2012 Morgan Stanley& International 25bot Squarenary Wharf London E14 4QA United Kingdom Deutsche Bank Securities 60 Wall Street] [THEMPANIES LAW STYLE="font-family:Times New Roman" SIZE="2"> EXEMPTEDMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OFSOCIATION STYLE="font-family:Times New Roman" SIZE="2"> OF YY (adopted byecial resolution passed on October 12, 2012 and to become effective immediately upon thempletion of thempanys STYLE="font-family:Times New Roman" SIZE="2"> initial public offering of Class Ammon Shares represented by American] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to the use in this Registration Statement on Form F-1 of YY of our reportted July 13, 2012, relating to the financial statements of YY which appears in such Registration Statement. Wesonsent to the reference to us under the heading Experts in such Registration Statement.]
[PROSPECTUS (Subject tompletion) STYLE="font-family:Times New Roman" SIZE="3"LOR="#cc062a"> Issued November , 2012 7,800,000 American Depositary Shares YY REPRESENTING 156,000,000 CLASS AMMON SHARES STYLE="font-family:Times New Roman" SIZE="3"> YY is offering 7,800,000 American Depositary Shares, orSs. EachS represents 20 Class Ammon shares, par value $0.00001 per share. This is our initial public offering and no public market currently] [YY STYLE="font-family:Times New Roman" SIZE="2"> 7,800,000 American Depositary Shares Representing 156,000,000 ClassAmmon Shares (par value $0.00001 per share) STYLE="font-family:Times New Roman" SIZE="2"> Form of Underwritingreement , 2012 Morgan Stanley& International 25bot Squarenary Wharf London E14 4QA United Kingdom Deutsche Bank Securities 60 Wall Street] [THEMPANIES LAW STYLE="font-family:Times New Roman" SIZE="2"> EXEMPTEDMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OFSOCIATION STYLE="font-family:Times New Roman" SIZE="2"> OF YY (adopted byecial resolution passed on October 12, 2012 and to become effective immediately upon thempletion of thempanys STYLE="font-family:Times New Roman" SIZE="2"> initial public offering of Class Ammon Shares represented by American] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to the use in this Registration Statement on Form F-1 of YY of our reportted July 13, 2012, relating to the financial statements of YY which appears in such Registration Statement. Wesonsent to the reference to us under the heading Experts in such Registration Statement.]
[] [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]