Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
August 04 2023 - 6:11AM
Edgar (US Regulatory)
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 August 2023
Commission File Number: 001-40210
Tuya Inc.
10/F, Building A,
Huace Center
Xihu District, Hangzhou
City
Zhejiang, 310012
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 ¨
EXPLANATORY NOTE
We submitted a monthly
return form dated August 4, 2023 to The Stock Exchange of Hong Kong Limited in relation to the movements in our authorized share
capital and issued shares in July 2022. For details, please refer to the exhibit to this current report on Form 6-K.
EXHIBIT INDEX
SIGNATURES
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.
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Tuya Inc. |
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By |
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/s/ Yao (Jessie) Liu |
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Name |
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Yao (Jessie) Liu |
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Title |
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Chief Financial Officer |
Date: August 4, 2023
Exhibit 99.1
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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in
Securities
For the month ended: 31 July 2023 Status: New Submission
To : Hong Kong Exchanges and Clearing Limited
Name of Issuer: Tuya Inc. (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
Date Submitted: 04 August 2023
I. Movements in Authorised / Registered Share Capital
1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note 1) Yes
Stock code 02391 Description
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 800,000,000 USD 0.00005 USD 40,000
Increase / decrease (-) 0 USD
Balance at close of the month 800,000,000 USD 0.00005 USD 40,000
2. Class of shares WVR ordinary shares Type of shares B Listed on SEHK (Note 1) No
Stock code 02391 Description
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 200,000,000 USD 0.00005 USD 10,000
Increase / decrease (-) 0 USD
Balance at close of the month 200,000,000 USD 0.00005 USD 10,000
Total authorised/registered share capital at the end of the month: USD 50,000 |
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II. Movements in Issued Shares
1. Class of shares WVR ordinary shares Type of shares A Listed on SEHK (Note 1) Yes
Stock code 02391 Description
Balance at close of preceding month 505,393,393
Increase / decrease (-) 0
Balance at close of the month 505,393,393
2. Class of shares WVR ordinary shares Type of shares B Listed on SEHK (Note 1) No
Stock code 02391 Description
Balance at close of preceding month 70,400,000
Increase / decrease (-) 0
Balance at close of the month 70,400,000
Remarks:
Opening and closing balances of Class A ordinary shares shown above include 19,691,189 and 19,473,689 Class A ordinary shares which are already issued and registered in the name of our
depositary bank which are used to satisfy any future exercise or vesting of awards granted under the 2015 Equity Incentive Plan, respectively. |
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III. Details of Movements in Issued Shares
(A). Share Options (under Share Option Schemes of the Issuer)
1. Class of shares issuable WVR ordinary shares Type of shares A Shares issuable to be listed on SEHK (Note 1) Yes
Stock code of shares issuable (if listed on SEHK) (Note 1) 02391
Particulars of share option
scheme
Number of share
options outstanding at
close of preceding
month
Movement during the month
Number of share options
outstanding at close of
the month
No. of new shares of
issuer issued during the
month pursuant thereto
(A)
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
The total number of
securities which may be
issued upon exercise of
all share options to be
granted under the
scheme at close of the
month
1). 2015 Equity Incentive
Plan (adopted in
December 2014 and
amended in June 2022,
as amended from time
to time)
53,907,363 Lapsed -257,500 53,569,363 0 53,569,363 49,914,656
Others -80,500
General Meeting approval
date (if applicable)
Total A (WVR ordinary shares A): 0
Total funds raised during the month from exercise of options: USD 16,100
Remarks:
(B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable
(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed) Not applicable
1) Others: -80,500 refers to 80,500 options being exercised. The exercise of 80,500 options was settled using the Class A ordinary shares already issued and registered in the name of our
depositary bank which are used to satisfy any future exercise or vesting of awards granted under the 2015 Equity Incentive Plan. |
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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes)
1. Class of shares issuable WVR ordinary shares Type of shares A Shares issuable to be listed on SEHK (Note 1) Yes
Stock code of shares issuable (if listed on SEHK) (Note 1) 02391
Description
General Meeting
approval date
(if applicable)
No. of new shares of issuer issued during
the month pursuant thereto (D)
No. of new shares of issuer which may be
issued pursuant thereto as at close of the
month
1). 2015 Equity Incentive Plan - Restricted Share Units (adopted in December 2014 and amended in June 2022, as amended from time to time) 0 10,602,625
2). 2015 Equity Incentive Plan - Restricted Shares (adopted in December 2014 and amended in June 2022, as amended from time to time) 0 0
Total D (WVR ordinary shares A): 0
Remarks:
(E). Other Movements in Issued Share
1. Class of shares issuable
(Note 5 and 6) WVR ordinary shares Type of shares A Shares issuable to be listed on SEHK (Note 1, 5 and 6) Yes
Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6) 02391
Type of Issue
At price (if applicable) Issue and allotment
date (Note 5 and 6)
General Meeting
approval date
(if applicable)
No. of new shares of issuer
issued during the month
pursuant thereto (E)
No. of new shares of issuer
which may be issued pursuant
thereto as at close of the
Currency Amount month
1). Repurchase of shares 01 November 2022 -689,407
Total E (WVR ordinary shares A):
Remarks:
Repurchase of a total of 689,407 Class A ordinary shares represented by ADSs were made on March 3, 6 to 10 and 13, 2023 and June 9, 2023 on New York Stock Exchange but such shares are
not yet cancelled as at July 31, 2023.
As of July 31, 2023, the restricted share units which entitle the holders to 10,602,625 Class A ordinary shares of the issuer upon vesting, have been granted under the 2015 Equity Incentive Plan.
No restricted share units were granted under the 2015 Equity Incentive Plan during the month. 137,000 restricted share units under the 2015 Equity Incentive Plan were vested during the month
and settled using the Class A ordinary shares already issued and registered in the name of depositary bank. 305,000 restricted share units granted under the 2015 Equity Incentive Plan were
lapsed during the month.
Total increase / decrease (-) in WVR ordinary shares A during the month (i.e. Total of A to E) 0 |
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IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
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V. Confirmations
We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III and IV which has not been
previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:
(Note 2)
(i) all money due to the listed issuer in respect of the issue of securities has been received by it;
(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;
(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
(iv) all the securities of each class are in all respects identical (Note 3);
(v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has
been made with other legal requirements;
(vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;
(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase
consideration for all such property has been duly satisfied; and
(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the
Registrar of Companies.
Submitted by: Chai Xiaolang
Title: Joint Company Secretary
(Director, Secretary or other Duly Authorised Officer)
Notes
1. SEHK refers to Stock Exchange of Hong Kong.
2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return
published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return. |
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3. “Identical” means in this context:
. the securities are of the same nominal value with the same amount called up or paid up;
they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to
exactly the same sum (gross and net); and
. they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
4. If there is insufficient space, please submit additional document.
5. In the context of repurchase of shares:
. “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and
. “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and
. “class of shares issuable” should be construed as “class of shares repurchased”; and
. “issue and allotment date” should be construed as “cancellation date”
6. In the context of redemption of shares:
. “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and
. “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and
. “class of shares issuable” should be construed as “class of shares redeemed”; and
. “issue and allotment date” should be construed as “redemption date”
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