YY [YY] F-1/A: PROSPECTUS (Subject tompletion) STYLE=”font-family:Times New Roman” SIZE=”3″LOR=”#cc062a”> Issued

[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.]

YY [YY] F-1/A: PROSPECTUS (Subject to Completion) Issued November 7, 2012

[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]

CMGE [China Mobile Games & Entertainment] F-1/A: (Original Filing)

[Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. o o o o CALCULATION OF REGISTRATION FEE Title] [[Under Appleby’s Letterhead] Our ref: 008284.0007 6 September 2012 Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District Guangzhou, PRC Dear Sirs, Re: China Mobile Games and Entertainment Group Limited (the “Company”) 1. Registration Statement (the “ . 2. For the purposes of this opinion, we have examined and relied upon the Registration Statement. 3. We have not made] [VOTING PROXY AGREEMENT AMONG WANG YONGCHAO, SHI HAIYAN, LIANG DE, ZHENG FENG GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. AND GUANGZHOU YINGZHENG INFORMATION TECHNOLOGY CO., LTD. EXECUTED IN GUANGZHOU ON OCTOBER 28, 2009 1 VOTING PROXY AGREEMENT his Agreement THIS VOTING PROXY AGREEMENT (“t (1) China Wang Yongchao, a citizen of the People’s Republic of China (“ (2) Shi Haiyan, a] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 13, 2012, in Amendment No. 2 to the Registration Statement (Form F-1) and related Prospectus of China Mobile Games and Entertainment Group Limited dated September 7, 2012. We also consent to the]

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CMGE [China Mobile Games & Entertainment] F-1/A: Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT

[Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. o o o o CALCULATION OF REGISTRATION FEE Title] [[Under Appleby’s Letterhead] Our ref: 008284.0007 6 September 2012 Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District Guangzhou, PRC Dear Sirs, Re: China Mobile Games and Entertainment Group Limited (the “Company”) 1. Registration Statement (the “ . 2. For the purposes of this opinion, we have examined and relied upon the Registration Statement. 3. We have not made] [VOTING PROXY AGREEMENT AMONG WANG YONGCHAO, SHI HAIYAN, LIANG DE, ZHENG FENG GUANGZHOU YITONGTIANXIA SOFTWARE DEVELOPMENT CO., LTD. AND GUANGZHOU YINGZHENG INFORMATION TECHNOLOGY CO., LTD. EXECUTED IN GUANGZHOU ON OCTOBER 28, 2009 1 VOTING PROXY AGREEMENT his Agreement THIS VOTING PROXY AGREEMENT (“t (1) China Wang Yongchao, a citizen of the People’s Republic of China (“ (2) Shi Haiyan, a] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 13, 2012, in Amendment No. 2 to the Registration Statement (Form F-1) and related Prospectus of China Mobile Games and Entertainment Group Limited dated September 7, 2012. We also consent to the]

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CMGE [China Mobile Games & Entertainment] F-1/A: Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT

[Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT China Mobile Games and Entertainment Group Limited Not Applicable Cayman Islands 7372 Not Applicable Block A, 15/F Huajian Building Corporation Service Company (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David T. Zhang, Esq. o o o o CALCULATION OF REGISTRATION FEE Title] [Name of Company: CHINA MOBILE GAMES AND ENTERTAINMENT GROUP LIMITED CHINA MOBILE GAMES AND ENTERTAINMENT GROUP LIMITED Number Class A Ordinary Share( s) Number: - [no. of shares] - Incorporated under the laws of the Cayman Islands Class A Ordinary Share( s) : Share capital is US$1,000,000 divided into - [no. of shares] - 750,000,000 (i) Class A Ordinary Shares] [Our ref DLK\664902\4724197v4 +852 2971 3006 Email derrick.kan@maplesandcalder.com China Mobile Games and Entertainment Group Limited 233 Tianfu Road, Tianhe District, Guangzhou, PRC 27 August 2012 Dear Sirs China Mobile Games and Entertainment Group Limited Company Registration Statement Commission Distribution ADSs Shares We have acted as Cayman Islands legal advisers to China Mobile Games and Entertainment Group Limited (the “ 1] [11th Floor, HSBC Telephone: +8621 3857 6300 www.kirkland.com Facsimile: August 27, 2012 China Mobile Games and Entertainment Group Limited Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District, Guangzhou, People’s Republic of China Re: American Depositary Shares of China Mobile Games and Entertainment Group Limited (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below,] [觀韜律師事務所 ( 香港 ) Suite 1002, 10/F, 3 Garden Road, GUANTAO LAW FIRM (HONG KONG) ICBC Tower, Central, Hong Kong Tel: (852) 2878 1130 Fax: (852) 2878 1360 E-mail: guantaohk@guantao.com http:// www.guantao.com August 27, 2012 China Mobile Games and Entertainment Group Limited To: Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District Guangzhou, PRC Dear Sirs, We are lawyers] [[Under Appleby’s Letterhead] Our ref: 008284.0007 27 August 2012 Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District Guangzhou, PRC Dear Sirs, Re: China Mobile Games and Entertainment Group Limited (the “Company”) 1. Registration Statement (the “ . 2. For the purposes of this opinion, we have examined and relied upon the Registration Statement. 3. We have not made] [[Under Alex Ho & Co’s Letterhead] Our Reference: AH01/99999/001/EL 27 August 2012 China Mobile Games and Entertainment Group Limited Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District Guangzhou, People’s Republic of China Dear Sirs, LEGAL OPINION ON CERTAIN HONG KONG TAX MATTERS We refer to the proposed listing ADSs of the American depositary shares (the “ China Mobile] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 13, 2012, in Amendment No. 1 to the Registration Statement (Form F-1) and related Prospectus of China Mobile Games and Entertainment Group Limited dated August 27, 2012. We also consent to the] [觀韜律師事務所 ( 香港 ) GUANTAO LAW FIRM (HONG KONG) Suite 1002, 10/F, 3 Garden Road, ICBC Tower, Central, Hong Kong Tel: (852) 2878 1130 Fax: (852) 2878 1360 E-mail: guantaohk@guantao.com http:// www.guantao.com August 27, 2012 To: China Mobile Games and Entertainment Group Limited Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District Guangzhou, PRC Dear Sirs, Re: Legal Opinion] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors China Mobile Games and Entertainment Group Limited (the “Company”) August 24, 2012 Yours faithfully, EX-99.9 10 a2210847zex-99_9.htm EX-99.9] [CONSENT TO ACT AS A DIRECTOR To: Board of Directors China Mobile Games and Entertainment Group Limited (the “Company”) August 24, 2012 Yours faithfully, EX-99.10 11 a2210847zex-99_10.htm EX-99.10]

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VIPS [Vipshop] F-1/A: (Original Filing)

[SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED MARCH 22, 2012 11,176,470 American Depositary Shares Representing 22,352,940 Ordinary Shares Vipshop Holdings Limited This is an initial public offering of American depositary shares, or ADSs, of Vipshop Holdings Limited. We are offering 11,176,470 ADSs and each ADS represents two ordinary shares, par value US$0.0001 per share. Prior to this offering, there has been] [Office: Mobile: rthorp@thorpalberga.com Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The People’s Republic of China 22 March 2012 Dear Sirs Vipshop Holdings Limited. Company Commission Act Registration Statement Shares We have acted as Cayman Islands legal advisers to Vipshop Holdings Limited (the “ 1 Documents Reviewed For the purposes of this opinion we have reviewed originals,] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 FIRM/AFFILIATE OFFICES _____ BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON _____ BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY _____ TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com] [March 22, 2012 To: Vipshop Holdings Limited No. 20 Huahai Street Fang Village Liwan District Guangzhou 510370, PRC Dear Sirs or Madams: PRC China We are qualified lawyers of the People’s Republic of China (the “ Company Offering Offered ADSs Ordinary Shares Registration Statement We act as the PRC counsel to Vipshop Holdings Limited (the “ A. Documents and Assumptions] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 4 to Registration Statement of Vipshop Holdings Limited on Form F-1 (Registration No. 333-179581) of our report dated February 17, 2012 related to the consolidated financial statements of Vipshop Holdings Limited as of December 31, 2009, 2010 and 2011, and for each of the] [March 22, 2012 To: Vipshop Holdings Limited No. 20 Huahai Street Fang Village Liwan District Guangzhou 510370, PRC Dear Sirs or Madams: PRC China We are qualified lawyers of the People’s Republic of China (the “ Company Offering Offered ADSs Ordinary Shares Registration Statement We act as the PRC counsel to Vipshop Holdings Limited (the “ A. Documents and Assumptions]

By | 2016-03-12T23:49:45+00:00 March 22nd, 2012|Categories: Chinese Stocks, SEC Original, VIPS|Tags: , , , , , |0 Comments

VIPS [Vipshop] F-1/A: SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED MARCH 22,

[SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED MARCH 22, 2012 11,176,470 American Depositary Shares Representing 22,352,940 Ordinary Shares Vipshop Holdings Limited This is an initial public offering of American depositary shares, or ADSs, of Vipshop Holdings Limited. We are offering 11,176,470 ADSs and each ADS represents two ordinary shares, par value US$0.0001 per share. Prior to this offering, there has been] [Office: Mobile: rthorp@thorpalberga.com Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The People’s Republic of China 22 March 2012 Dear Sirs Vipshop Holdings Limited. Company Commission Act Registration Statement Shares We have acted as Cayman Islands legal advisers to Vipshop Holdings Limited (the “ 1 Documents Reviewed For the purposes of this opinion we have reviewed originals,] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 FIRM/AFFILIATE OFFICES _____ BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON _____ BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY _____ TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com] [March 22, 2012 To: Vipshop Holdings Limited No. 20 Huahai Street Fang Village Liwan District Guangzhou 510370, PRC Dear Sirs or Madams: PRC China We are qualified lawyers of the People’s Republic of China (the “ Company Offering Offered ADSs Ordinary Shares Registration Statement We act as the PRC counsel to Vipshop Holdings Limited (the “ A. Documents and Assumptions] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 4 to Registration Statement of Vipshop Holdings Limited on Form F-1 (Registration No. 333-179581) of our report dated February 17, 2012 related to the consolidated financial statements of Vipshop Holdings Limited as of December 31, 2009, 2010 and 2011, and for each of the] [March 22, 2012 To: Vipshop Holdings Limited No. 20 Huahai Street Fang Village Liwan District Guangzhou 510370, PRC Dear Sirs or Madams: PRC China We are qualified lawyers of the People’s Republic of China (the “ Company Offering Offered ADSs Ordinary Shares Registration Statement We act as the PRC counsel to Vipshop Holdings Limited (the “ A. Documents and Assumptions]

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VIPS [Vipshop] F-1/A: (Original Filing)

[SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED MARCH 21, 2012 11,176,470 American Depositary Shares Representing 22,352,940 Ordinary Shares Vipshop Holdings Limited This is an initial public offering of American depositary shares, or ADSs, of Vipshop Holdings Limited. We are offering 11,176,470 ADSs and each ADS represents two ordinary shares, par value US$0.0001 per share. Prior to this offering, there has been] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of Vipshop Holdings Limited on Form F-1 (Registration No. 333-179581) of our report dated February 17, 2012 related to the consolidated financial statements of Vipshop Holdings Limited as of December 31, 2009, 2010 and 2011, and for each of the three years in the]

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VIPS [Vipshop] F-1/A: SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED MARCH 21,

[SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED MARCH 21, 2012 11,176,470 American Depositary Shares Representing 22,352,940 Ordinary Shares Vipshop Holdings Limited This is an initial public offering of American depositary shares, or ADSs, of Vipshop Holdings Limited. We are offering 11,176,470 ADSs and each ADS represents two ordinary shares, par value US$0.0001 per share. Prior to this offering, there has been] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of Vipshop Holdings Limited on Form F-1 (Registration No. 333-179581) of our report dated February 17, 2012 related to the consolidated financial statements of Vipshop Holdings Limited as of December 31, 2009, 2010 and 2011, and for each of the three years in the]

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VIPS [Vipshop] F-1/A: (Original Filing)

[] [VIPSHOP HOLDINGS LIMITED 11,176,470 American Depositary Shares Representing 22,352,940 Ordinary Shares UNDERWRITING AGREEMENT March Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong Deutsche Bank Securities Inc. 60 Wall Street, New York, NY 10005, Schedule A As Representatives of the Several Underwriters named in Ladies and Gentlemen: Introductory Company Schedule A Underwriters ADSs Ordinary]

By | 2016-03-12T23:56:43+00:00 March 20th, 2012|Categories: Chinese Stocks, SEC Original, VIPS|Tags: , , , , , |0 Comments
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