SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

** CUSIP number G9887Y 107 is assigned to the Class A common shares of the Issuer (as defined below).  CUSIP number 98426T 106 has been assigned to the American Depositary Shares of the Issuer, which are quoted on The NASDAQ Stock Market under the symbol “YY.” Each American Depositary Share represents 20 Class A common shares.

(1)             Represents  960,000  restricted share units granted to Mr. David Xueling Li that have vested or will vest within 60 days of December 31, 2014.

(2)             Represents 175,241,483 Class B common shares, 10 Class A common shares and 16,000,000 Class A common shares in the form of American Depositary Shares held by YYME Limited.  Mr. David Xueling Li is the sole owner and director of YYME Limited. Each Class B common share is convertible into one Class A common share at the option of the holder at any time. Holders of Class A common shares and Class B common shares have the same rights except for voting and conversion rights. Each Class A common share is entitled to one vote, whereas each Class B common share is entitled to ten votes and is convertible into one Class A common share at any time by the holder thereof. Class A common shares are not convertible into Class B common shares under any circumstances.

(3)       Represents 175,241,483 Class B common shares, 10 Class A common shares and 16,000,000 Class A common shares in the form of American Depositary Shares held by YYME Limited, plus 960,000 restricted share units granted to Mr. David Xueling Li that have vested or will vest within 60 days of December 31, 2014.

(4)       Based on 738,880,528 Class A common shares and 427,352,696 Class B common shares outstanding as of December 31, 2014.

2

(1)             Represent 175,241,483 Class B common shares, 16,000,000 Class A common shares in the form of American Depositary Shares and 10 Class A common shares held by the reporting person. Each Class B common share is convertible into one Class A common share at the option of the holder at any time.

(2)       Based on 738,880,528 Class A common shares and 427,352,696 Class B common shares outstanding as of December 31, 2014.

3

4

5

Notes:

YYME Limited, a British Virgin Islands company, is the record owner (the “Record Holder”) of 175,541,483 Class B common shares of the Issuer. David Xueling Li is the sole owner and director of the Record Holder. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, David Xueling Li may be deemed to beneficially own all of the shares held by the Record Holder.

(1) Represents 175,241,483 Class B common shares held by the Record Holder that are convertible into 175,241,483 Class A common shares at any time at the option of the Record Holder, 16,000,000 Class A common shares in the form of American Depositary Shares held by the Record Holder, 960,000 restricted share units granted to Mr. David Xueling Li that have vested or will vest within 60 days of December 31, 2014, plus 10 Class A common shares held by the Record Holder. Pursuant to Rule 13d-3(d)(1), all Class B common shares (which are convertible into Class A common shares) held by the Record Holder shall be deemed to be converted for the purposes of (i) determining the aggregate amount of Class A common shares beneficially owned by the reporting person and (ii) calculating the percentages of the Class A common shares owned by such person. Consequently, all Class A common shares amounts and percentages are inclusive of the Class B common shares amounts and percentages set forth herein.

(2) Represents 175,241,483 Class B common shares held by the Record Holder that are convertible into 175,241,483 Class A common shares at any time at the option of the Record Holder.

(3) To derive this percentage, (x) the numerator is the sum of 175,241,483, being the number of Class A common shares that are convertible from the same number of Class B common shares held by the Record Holder, 16,000,000 Class A common shares in the form of American Depositary Shares held by the Record Holder, 10 Class A common shares held by the Record Holder and 960,000 restricted share units granted to Mr. David Xueling Li that have vested or will vest within 60 days of December 31, 2014, and (y) the denominator is the sum of (i) 738,880,528, being the number of the Issuer’s total Class A common shares outstanding as of December 31, 2014 and (ii) 175,241,483,  being the number of Class A common shares that are convertible from the same number of Class B common shares held by the Record Holder.

(4) To derive this percentage, (x) the numerator is 175,241,483, being the sum of the number of Class A common shares that are convertible from the same number of Class B common shares held by the Record Holder, 16,000,000 Class A common shares in the form of American Depositary Shares held by the Record Holder, 10 Class a common shares held by the Record Holder and 960,000 restricted share units granted to Mr. David Xueling Li that have vested or will vest within 60 days of December 31, 2014, and (y) the denominator is the sum of (i) 738,880,528, being the number of the Issuer’s total Class A common shares outstanding as of December 31, 2014 and (ii) 427,352,696, being the number of the Issuer’s total Class B common shares outstanding as of December 31, 2014 that are convertible into the same number of Class A common shares.

6

(5) Percentage of aggregate voting power represents voting power of all common shares held by the reporting person with respect to all outstanding shares of the Issuer’s Class A and Class B common shares. Each holder of the Issuer’s Class A common shares is entitled to one vote per Class A common share. Each holder of the Issuer’s Class B common shares is entitled to ten votes per Class B common share.

(6)  Represents 960,000  restricted share units granted to Mr. David Xueling Li that have vested or will vest within 60 days of December 31, 2014.

(7) Represents 175,241,483 Class B common shares held by the Record Holder that are convertible into 175,241,483 Class A common shares at any time at the option of the Record Holder, 16,000,000 Class A common shares in the form of American Depositary Shares held by the Record Holder and 10 Class A common shares held by the Record Holder.

7

Notes:

(1) Represents 175,241,483 Class B common shares held by the reporting person that are convertible into 175,241,483 Class A common shares at any time at the option of the reporting person, 16,000,000 Class A common shares in the form of American Depositary Shares held by the reporting person and 10 Class A common shares held by the reporting person. Pursuant to Rule 13d-3(d)(1), all Class B common shares (which are convertible into Class A common shares) held by the reporting person shall be deemed to be converted for the purposes of (i) determining the aggregate amount of Class A common shares beneficially owned by the reporting person and (ii) calculating the percentages of the Class A common shares owned by such person. Consequently, all Class A common shares amounts and percentages are inclusive of the Class B common shares amounts and percentages set forth herein.

(2) Represents 175,241,483 Class B common shares held by the reporting person that are convertible into 175,241,483 Class A common shares at any time at the option of the reporting person.

(3) To derive this percentage, (x) the numerator is 175,241,483, being the number of Class A common shares that are convertible from the same number of Class B common shares held by the reporting person, 16,000,000 Class A common shares in the form of American Depositary Shares held by the reporting person and 10 Class A common shares held by the reporting person, and (y) the denominator is the sum of (i) 738,880,528, being the number of the Issuer’s total Class A common shares outstanding as of December 31, 2014 and (ii) 175,241,483, being the number of Class A common shares that are convertible from the same number of Class B common shares held by the reporting person.

(4) To derive this percentage, (x) the numerator is 175,241,483, being the number of Class A common shares that are convertible from the same number of Class B common shares held by the reporting person, 16,000,000 Class A common shares in the form of American Depositary Shares held by the reporting person and 10 Class A common shares held by the reporting person, and (y) the denominator is the sum of (i) 738,880,528, being the number of the Issuer’s total Class A common shares outstanding as of December 31, 2014 and (ii) 427,352,696, being the number of the Issuer’s total Class B common shares outstanding as of December 31, 2014 that are convertible into the same number of Class A common shares.

(5) Percentage of aggregate voting power represents voting power of all common shares held by the reporting person with respect to all outstanding shares of the Issuer’s Class A and Class B common shares. Each holder of the Issuer’s Class A common shares is entitled to one vote per Class A common share. Each holder of the Issuer’s Class B common shares is entitled to ten votes per Class B common share.

8

9

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2015

10

LIST OF EXHIBITS

11

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common shares, par value $0.00001 per share, of YY Inc., a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Signature page to follow]

Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2015.