[FORM 20-F (Mark One) o OR ý For the fiscal year ended December 31, 2013. OR o OR o Date of event requiring this shell company report YY INC. N/A (Jurisdiction of incorporation or organization) (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Title of Each Class Name of Exchange on Which Registered Class A common] [List of Subsidiaries and Consolidated Affiliated Entities of YY Inc. Place of Incorporation Subsidiaries Duowan Entertainment Corp. British Virgin Islands NeoTasks Inc. Cayman Islands NeoTasks Limited Hong Kong Guangzhou Huanju Shidai Information Technology Company Limited PRC Huanju Shidai Technology (Beijing) Company Limited PRC Zhuhai Duowan Information Technology Company Limited PRC Zhuhai Huanju Shidai Information Technology Company Limited PRC Consolidated Affiliated] [I, David Xueling Li, certify that: 1. I have review 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. March 17, 2014 David Xueling Li Chief Executive Officer EX-13.1 5 a2219031zex-13_1.htm EX-13.1] [Certification by the Principal Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. March 17, 2014 Eric He Chief Financial Officer EX-13.2 6 a2219031zex-13_2.htm EX-13.2] [17 March, 2014 Matter No.: 879200 Doc Ref: pl/al/ 6736411v1 +852 2842 9551 Paul.lim@conyersdill.com The Directors YY Inc. Building 3-08, Yangcheng Creative Industry Zone No. 309 Huangpu Avenue Middle Tianhe District Guangzhou 510655 The People’s Republic of China Dear Sirs, ( “Company”) Re: YY Inc. Form 20-F “ ). Yours faithfully, Conyers Dill & Pearman (Cayman) Limited Conyers Dill &] [FANGDA PARTNERS 上海 Shanghai · 北京 Beijing · 深圳 Shenzhen · 香港 Hong Kong http://www.fangdalaw.com 上海市南京西路 1266 号 电子邮件 E-mail: email@fangdalaw.com 恒隆广场 1 期 32 楼 电 话 Tel.: 86-21-2208-1166 邮政编码： 200040 传 真 Fax: 86-21-5298-5599 文 号 Ref.: 14GC0038 32/F, Plaza 66 Tower 1 1266 Nan Jing West Road Shanghai 200040, PRC] [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 YY Inc. of our report dated March 17, 2014, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. Shanghai, the People’s Republic of]