Exhibit 8.1
August 14, 2017
To: | 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
Dear Sirs,
We are qualified lawyers of the People's Republic of China (the "PRC", which, for the purposes of this opinion, excludes the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan) and are qualified to issue an opinion on the laws and regulations of the PRC (the "PRC Laws").
We have acted as PRC counsel for YY Inc. (the "Company"), a Cayman Islands corporation, in connection with the Company's registration statement on Form F-3, including all amendments or supplements thereto (the "Registration Statement"), filed with the Securities and Exchange Commission (the "SEC"), under the U.S. Securities Act of 1933, as amended (the "Securities Act"), on August 14, 2017.
In so acting, we have examined the originals or copies certified or otherwise identified to our satisfaction, of documents provided to us by the Company and such other documents, corporate records, certificates issued by governmental authorities in the PRC and officers of the Company and other instruments as we have deemed necessary or advisable for the purposes of rendering this opinion.
In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents submitted to us as copies. We have also assumed the documents as they were presented to us up to the date of this legal opinion and that none of the documents has been revoked, amended, varied or supplemented. We have further assumed the accuracy and completeness of all factual statements in the documents. Where important facts were not independently established to us, we have relied upon certificates issued by governmental agents and representatives of the Company with proper authority and upon representations.
Subject to the qualifications, assumptions and limitations stated herein and in the Registration Statement, we are of the opinion that the statements set forth under the caption of "Taxation—PRC Taxation" in the prospectus as part of the Registration Statement insofar as they purport to constitute summaries of matters of PRC tax law, are accurate in all material respects.
This opinion relates to the PRC Laws in effect on the date hereof and there is no assurance that any of such laws will not be changed, amended or replaced in the immediate future or in the longer term with or without retrospective effect.
This opinion is rendered only with respect to the PRC Laws and we have made no investigations in any other jurisdiction and no opinion is expressed or implied as to the laws of any other jurisdiction.
We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the regulations promulgated thereunder.
We consent to the reference to our firm under the headings "Risk Factors", "Taxation", "Enforceability of Civil Liabilities", and "Legal Matters" in the Registration Statement, and further consent to the incorporation by reference of the summaries of our opinions under these captions into the Registration Statement.
Yours Sincerely,
/s/ Fangda Partners
Fangda Partners