UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October 2016

--------------

 

Commission File Number: 001-35729

 

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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
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☑		Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

 

 

	YY INC.
	By:	/s/ Eric He
		Name:	Eric He
		Title:	Chief Financial Officer

 

 

 

 

Date: October 20, 2016

 

EXHIBIT INDEX

 

Exhibit No.	Description
Exhibit 99.1	Press release
Exhibit 99.2	Notice of Annual General Meeting
Exhibit 99.3	Form of Proxy for the Annual General Meeting

 

 

 Exhibit 99.1

 

 

YY Inc. Announces Update to the Agenda for the 2016 Annual General Meeting to be
Held on November 28, 2016

 

 

Guangzhou, October 20, 2016 — YY Inc. (NASDAQ: YY) (“YY” or the “Company”), a revolutionary real-time interactive social platform, today announced that it has updated the agenda for the 2016 annual general meeting of shareholders to be held at 42nd Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on November 28, 2016 at 2:00 p.m. (Hong Kong time). Holders of common shares of the Company whose names are on the register of members of the Company at the close of business on October 19, 2016 are entitled to receive notice of the annual general meeting or any adjournment or postponement thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying common shares must act through the depositary of the Company’s ADS program, Deutsche Bank Trust Company Americas.

 

Instead of having no proposal to be submitted as YY had previously announced, the purpose of the annual general meeting has been updated. Shareholders would consider, if thought fit, to approve an amendment to Article 10(d)(iii) of the Company’s currently effective articles of association, which was previously approved by the Company’s directors.

 

The updated notice of the annual general meeting is available on the Investor Relations section of the Company’s website at http://investors.yy.com/. YY has filed its annual report on Form 20-F, including its audited financial statements for the fiscal year ended December 31, 2015, with the U.S. Securities and Exchange Commission (the "SEC"). YY's Form 20-F can be accessed on the above-mentioned Company website, as well as on the SEC’s website at http://www.sec.gov.

 

Shareholders may request a hard copy of the Company’s annual report on Form 20-F, free of charge, by contacting YY Inc. at ir@yy.com or by writing to YY Inc. at 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, telephone: +86 (20) 8212-0000.

 

About YY Inc.

 

YY Inc. (“YY” or the “Company”) is a revolutionary real-time interactive social platform that engages users in real-time online group activities through voice, text and video. Launched in July 2008, YY Client, the Company’s core product, empowers users to create and organize groups of varying sizes to discover and participate in a wide range of online activities, including online music and entertainment, online games, online dating, live game broadcasting and education. YY Inc. was listed on NASDAQ in November 2012 and generated revenues of US$910 million in the fiscal year of 2015.

 

CONTACT: For further information, please contact:

 

YY Inc.

Yuffie Fu

Tel: +86 (20) 8212-0000

Email:IR@YY.com

 

ICR, Inc.

Jessie Fan

Tel: +1 (646) 915-1611

Email: IR@YY.com

 

 

 Exhibit 99.2

 

 

 

YY Inc.

(Incorporated in the Cayman Islands with limited liability)

(NASDAQ Ticker: YY)

________

 

NOTICE OF ANNUAL GENERAL MEETING

to Be Held on November 28, 2016

(or any adjourned or postponed meeting thereof)

 

 

NOTICE IS HEREBY GIVEN that an annual general meeting (“AGM”) of YY Inc. (the “Company”) will be held at 42nd Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on November 28, 2016 at 2:00 p.m. (Hong Kong time), and at any adjourned or postponed meeting thereof for the following purposes:

 

1.

As an open forum for shareholders and beneficial owners of the Company’s American Depositary Shares (“ADSs”) to discuss Company affairs with management.

 

2.

As special business, to consider and, if thought fit, passing, with or without modifications, the following resolutions as special resolutions of the Company:

 

2(A) IT IS RESOLVED, as a special resolution:

 

THAT the Company’s existing Article 10(d)(iii) of the articles of association of the Company be deleted in its entirety and replaced in substitution therefor with the following:

 

”Upon any sale, transfer, assignment or disposition of Class B Common Shares by a holder thereof to any person or entity which is not an Affiliate of such holder, such Class B Common Shares shall be automatically and immediately converted into an equal number of Class A Common Shares; provided that, except as set forth in Article 10(d)(iv) below, a change in the beneficial ownership of Class B Common Shares from a holder of Class B Common Shares to an Affiliate of such holder shall not cause a conversion under this Article 10(d)(iii). In addition, if at any time more than fifty percent (50%) of the ultimate beneficial ownership of any holder of Class B Common Shares (other than the Founders or the Founders’ Affiliates) changes, each such Class B Common Share shall be automatically and immediately converted into one Class A Common Share. For the avoidance of doubt, (a) the transfer, assignment or disposition of Class B Common Shares by a holder thereof to any of the following shall be exempt from, and not trigger, the automatic conversion contemplated under this Article 10(d)(iii): (i) a Founder or a Founder’s Affiliate or (ii) to a limited partner or a shareholder of such holder; and (b) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any Class B Common Shares to secure a holder’s contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in the third party holding legal title to the related Class B Common Shares, in which case all the related Class B Common Shares shall be automatically converted into the same number of Class A Common Shares.”

 

 

2(B) THAT any director or officer of the Company be and is hereby authorized to take any and every action that might be necessary, appropriate or desirable to give effect to the foregoing resolution as such director or officer, in his absolute discretion, thinks fit, including but not limited to, attendance on any filing or registration procedures for and on behalf of the Company in the Cayman Islands.

 

3.

To transact any such other business that may properly come before the meeting.

 

The board of directors of the Company has fixed the close of business on October 19, 2016 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of the AGM or any adjourned or postponed meeting thereof.

 

Please refer to the accompanying Form of Proxy, which is made a part of this notice. Holders of record of the Company’s Class A or Class B common shares, par value US$0.00001 per share (collectively, the “Common Shares”), at the close of business on the Record Date, are entitled to vote at the AGM and any adjourned meeting thereof. Holders of the Company’s ADSswho wish to exercise their voting rights for the underlying Common Shares must act through Deutsche Bank Trust Company Americas, the depositary bank for the Company’s ADS program.

 

Holders of record of the Company’s Common Shares as of the Record Date are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than 48 hours before the time of the AGM to ensure your representation at such meeting.

 

Shareholders may obtain a copy of the Company’s annual report, free of charge, from the Company’s website at http://investors.yy.com/, or by contacting YY Inc. at ir@yy.com, or by writing to YY Inc. at 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, telephone: +86 (20) 8212-0000.

 

 

	By Order of the Board of Directors,
	/s/ David Xueling Li
	David Xueling Li
	Chairman of the Board of Directors

 

 

Guangzhou, October 20, 2016

 

 

 Exhibit 99.3

 

 

 

 

YY Inc.

(Incorporated in the Cayman Islands with limited liability)

(NASDAQ Ticker: YY)

________

 

Form of Proxy for the Annual General Meeting

to Be Held on November 28, 2016

(or any adjourned or postponed meeting thereof)

 

 

Introduction

 

This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of YY Inc., a Cayman Islands company (the “Company”), of proxies from the holders of the issued and outstanding common shares, par value US$ 0.00001 per share, of the Company (the “Common Shares”) to be exercised at the annual general meeting of the Company (the “AGM”) to be held at 42/F, Edinburgh Tower, The Landmark, 15 Queen's Road Central, Hong Kong on November 28, 2016 at 2:00 p.m. (local time), and at any adjourned meeting thereof, for the purposes set forth in the accompanying Notice of the Annual General Meeting (the “AGM Notice”).

 

Only the holders of record of the Common Shares at the close of business on October 19, 2016 (the “Record Date”) are entitled to notice of and to vote at the AGM. In respect of the matters requiring shareholders’ vote at the AGM, each Class A Common Share is entitled to one vote and each Class B Common Share is entitled to ten votes. The quorum of the AGM is at least one shareholder holding no less than an aggregate of one-third of all voting share capital of the Company in issue present in person or by proxy and entitled to vote at the AGM. This Form of Proxy and the accompanying AGM Notice will be first mailed to the shareholders of the Company on or about October 21, 2016.

 

The Common Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the AGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation or a new proxy form, duly completed, signed and bearing a later date, at its offices at 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 no later than 48 hours before the time for the holding of the AGM or (ii) by voting in person at the AGM.

 

To be valid, this Form of Proxy must be completed, signed and returned to the Company’s offices (to the attention of: Ms. Yuffie Fu) at 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 as soon as possible so that it is received by the Company no later than 48 hours before the time of the AGM.

 

 

YY Inc.

(Incorporated in the Cayman Islands with limited liability)

(NASDAQ Ticker: YY)

________

 

Form of Proxy for the Annual General Meeting

to Be Held on November 28, 2016

(or any adjourned or postponed meeting thereof)

 

I/We __________________ of __________________________, being the registered holder of _____________________ Common Shares ¹, par value US$0. 00001 per share, of YY Inc. (the “Company”), hereby appoint the Chairman of the Annual General Meeting ² or _________________ of __________________________ as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned meeting thereof) of the Company to be held at 42/F, Edinburgh Tower, The Landmark, 15 Queen's Road Central, Hong Kong on November 28, 2016 at 2:00 p.m.(local time), and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit ³.

 

 

No.	RESOLUTIONS	FOR 3	AGAINST 3	ABSTAIN 3
1.	The special resolution as set out in the Notice of the Annual General Meeting regarding the approval of an amendment to the Company’s existing articles of association, and as set forth below:    “IT IS RESOLVED, as a special resolution:   THAT the Company’s existing Article 10(d)(iii) of the articles of association of the Company be deleted in its entirety and replaced in substitution therefor with the following:   “Upon any sale, transfer, assignment or disposition of Class B Common Shares by a holder thereof to any person or entity which is not an Affiliate of such holder, such Class B Common Shares shall be automatically and immediately converted into an equal number of Class A Common Shares; provided that, except as set forth in Article 10(d)(iv) below, a change in the beneficial ownership of Class B Common Shares from a holder of Class B Common Shares to an Affiliate of such holder shall not cause a conversion under this Article 10(d)(iii). In addition, if at any time more than fifty percent (50%) of the ultimate beneficial ownership of any holder of Class B Common Shares (other than the Founders or the Founders’ Affiliates) changes, each such Class B Common Share shall be automatically and immediately converted into one Class A Common Share. For the avoidance of doubt, (a) the transfer, assignment or disposition of Class B Common Shares by a holder thereof to any of the following shall be exempt from, and not trigger, the automatic conversion contemplated under this Article 10(d)(iii): (i) a Founder or a Founder’s Affiliate or (ii) to a limited partner or a shareholder of such holder; and (b) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any Class B Common Shares to secure a holder’s contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in the third party holding legal title to the related Class B Common Shares, in which case all the related Class B Common Shares shall be automatically converted into the same number of Class A Common Shares.”

   

 

1

Please insert the number and class (i.e., Class A or Class B) of Common Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

 

2

If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.

 

3

IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for”. If you wish to vote against a particular resolution, tick the appropriate box marked “against”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain”.

 

 

 

 

No.	RESOLUTIONS	FOR 3	AGAINST 3	ABSTAIN 3
	THAT any director or officer of the Company be and is hereby authorized to take any and every action that might be necessary, appropriate or desirable to give effect to the foregoing resolution as such director or officer, in his absolute discretion, thinks fit, including but not limited to, attendance on any filing or registration procedures for and on behalf of the Company in the Cayman Islands.

 

 

 

Dated ____________________                           Signature(s) ⁴____________________

 

 

 

4

This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same.