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 November 2019
Commission File Number: 001-35729
YY Inc.
Building B-1 North Block of Wanda Plaza
No. 79 Wanbo Er Road, Nancun Town
Panyu District, Guangzhou 511442
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 x | 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): ¨
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 |
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/ Bing Jin | ||
| Name: | Bing Jin | ||
| Title: | Chief Financial Officer | ||
Date: November 15, 2019
Exhibit 99.1
YY Inc. to Hold 2019 Annual General Meeting on December 20, 2019
Guangzhou, November 15, 2019 — YY Inc. (NASDAQ: YY) (“YY” or the “Company”), a global social media platform, today announced that it will hold its 2019 annual general meeting of shareholders (the “AGM”) at 42nd Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on December 20, 2019 at 2 p.m. (Hong Kong time).
The purpose of the AGM is for the Company’s shareholders to consider, and if thought fit, approve the change of the Company’s legal name from “YY Inc.” to “JOYY Inc.” The proposed name change will not affect any rights of shareholders or the Company’s operations and financial position.
“This proposed name change represents a significant company milestone and reflects our evolution into a leading global social media platform,” commented Mr. David Xueling Li, Chairman and Chief Executive Officer of YY. “The proposed name ‘JOYY’ stands for ‘Joyful and Youthful,’ as we bring joyful and youthful experience to users around the world, which aligns with our mission to connect people around the world and enrich their lives through video. It also maintains our founding ethos of cheerful, social interaction, as displayed in our group’s Chinese name, Huan Ju, which literally translates into ‘Joyful Gathering.’ Under the proposed name ‘JOYY Inc.,’ we intend to remain committed to maintaining our domestic leadership in live streaming and game broadcasting through YY Live and Huya. Meanwhile, we will focus on operating our international business lines such as Likee, Bigo Live, IMO and Hago, to further cultivate our ecosystem and better serve for the rising demands of video-based products and services for global users.”
The board of directors of the Company has fixed the close of business on November 20, 2019 as the record date (the “Record Date”) in order to determine the shareholders entitled to receive notice of the AGM or any adjourned or postponed meeting thereof.
Holders of the Company’s common shares whose names are on the register of members of the Company at the close of business on the Record Date are entitled to attend the AGM and any adjournment or postponement thereof in person. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through Citibank N.A., the depositary of the Company’s ADS program.
The notice of the AGM is available on the Investor Relations section of the Company’s website at http://ir.yy.com.
YY has filed its annual report on Form 20-F, including its audited financial statements for the fiscal year ended December 31, 2018, 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 global social media platform. The Company’s highly engaged users contribute to a vibrant social community by creating, sharing, and enjoying a vast range of entertainment content and activities. YY enables users to interact with each other in real time through online live media and offers users a uniquely engaging and immersive entertainment experience. YY owns YY Live, a leading live streaming social media platform in China and Huya, a leading game live streaming platform in China. In addition, YY completed the acquisition of Bigo in March 2019. Bigo is a fast-growing global tech company. Headquartered in Singapore, Bigo owns Bigo Live, a leading global live streaming platform outside China; Likee, a leading global short-form video social platform; IMO, a global video communication app, and other social applications. YY has created an online community for global video and live streaming users. YY Inc. was listed on the NASDAQ in November 2012.
Investor
Relations Contact
YY Inc.
Matthew Zhao
Tel: +86 (20) 8212-0000
Email: IR@YY.com
ICR, Inc.
Jack Wang
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 December 20, 2019
(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 December 20, 2019 at 2 p.m. (Hong Kong time), and at any adjourned or postponed meeting thereof. At the AGM, the following resolutions will be considered, and if thought fit, passed as special resolutions:
“THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands (the “Registrar”) being obtained, the name of the Company be and is hereby changed from “YY Inc.” to ‘JOYY Inc.’ with effect from the date of registration as set out in the certificate of incorporation on change of name issued by the Registrar, and that any one 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/her 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.”
The board of directors of the Company has fixed the close of business on November 20, 2019 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.
Holders of the Company’s common shares whose names are on the register of members of the Company at the close of business on the Record Date are entitled to attend the AGM and any adjourned or postponed meeting thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through Citibank N.A., the depositary of the Company’s ADS program.
Shareholders may obtain a copy of the Company’s annual report, free of charge, from the Company’s website at http://ir.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.
1
| By Order of the Board of Directors, | |
| /s/ David Xueling Li | |
| David Xueling Li | |
| Chairman of the Board of Directors and | |
| Chief Executive Officer |
Guangzhou, China
November 15, 2019
2
Exhibit 99.3
YY Inc.
(incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: YY)
FORM OF PROXY FOR ANNUAL GENERAL MEETING
To be held on December 20, 2019
(or any adjourned or postponed meeting thereof)
Introduction
This form of proxy (the “Form of Proxy”) is furnished in connection with the solicitation by the board of directors of YY Inc. (the “Board”), 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 42nd Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on December 20, 2019 at 2 p.m. (local time), and at any adjourned or postponed meeting thereof, for the purposes set forth in the accompanying notice of the AGM (the “AGM Notice”).
Only the holders of record of the Common Shares at the close of business on November 20, 2019 (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 one or more shareholders who together hold shares which carry in aggregate not less than one-third of all votes attaching to all issued and outstanding shares that carry the right to vote at the AGM, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. This Form of Proxy and the accompanying AGM Notice will be first mailed to the shareholders of the Company on or about November 29, 2019.
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 or postponed 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 at its registered office at Codan Trust Company (Cayman) Limited of Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KYI-1111, Cayman Islands, with a copy delivered to 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, 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: Mr. Matthew Zhao) 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 ANNUAL GENERAL MEETING
To be held on December 20, 2019
(or any adjourned or postponed meeting thereof)
I/We __________________ of __________________________, being the registered holder(s) 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 or postponed meeting thereof) of the Company to be held at 42nd Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on December 20, 2019 at 2 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. | RESOLUTION | FOR 3 | AGAINST 3 | ABSTAIN 3 |
| 1. |
IT IS RESOLVED as a special resolution:
THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands (the “Registrar”) being obtained, the name of the Company be and is hereby changed from “YY Inc.” to “JOYY Inc.” with effect from the date of registration as set out in the certificate of incorporation on change of name issued by the Registrar, and that any one 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/her 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 _______________, 2019 Signature(s)4____________________
_______________________________
| 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”. |
| 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. |