Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
2024年1月5日 - 8:12PM
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 January 2024
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 January 5, 2024 to The Stock Exchange of Hong Kong Limited in relation to the movements in
our authorized share capital and issued shares in December 2023. 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.
| Tuya Inc. |
| | |
| By | : |
/s/ Yao (Jessie) Liu |
| Name | : |
Yao (Jessie) Liu |
| Title | : |
Chief Financial Officer |
Date: January 5, 2024
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 December 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: 05 January 2024
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 (-) -1,006,094
Balance at close of the month 504,387,299
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 (-) -194,700
Balance at close of the month 70,205,300
Remarks:
Opening and closing balances of Class A ordinary shares shown above include 17,464,539 and 16,795,331 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)
52,024,963 Lapsed -2,500
Others -350,458
51,672,005 0 51,672,005 49,914,656
General Meeting approval
date (if applicable)
Total A (WVR ordinary shares A): 0
Total funds raised during the month from exercise of options: USD 70,091.6
Remarks:
1) Others: -350,458 refers to 350,458 options being exercised. The exercise of 350,458 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.
(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 |
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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 9,323,125
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:
As of December 31, 2023, the restricted share units which entitle the holders to 9,323,125 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. 318,750 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. No restricted share units granted under the 2015 Equity Incentive Plan were lapsed
during the month.
(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)
Currency Amount
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
month
1). Repurchase of shares 15 December 2023 01 November 2022 -689,407
2). Repurchase of shares 15 December 2023 20 June 2023 -511,387
3). Other (Please specify)
Conversion of Class B ordinary shares
to Class A ordinary shares
15 December 2023 194,700 |
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2. Class of shares issuable
(Note 5 and 6) WVR ordinary shares Type of shares B Shares issuable to be listed on SEHK (Note 1, 5 and 6) No
Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6) 02391
Type of Issue
At price (if applicable)
Currency Amount
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
month
1). Other (Please specify)
Conversion of Class B ordinary shares
to Class A ordinary shares
15 December 2023 -194,700
Total E (WVR ordinary shares A): -1,006,094
Total E (WVR ordinary shares B): -194,700
Remarks:
Class A: 1) & 2) 1,200,794 Class A ordinary shares represented by ADSs (previously repurchased on New York Stock Exchange on March 3, 6 to 10 and 13, 2023, June 9, 2023 and August 25,
and 28 to 31, 2023 and September 1, 14 to 15, 26 and 29, 2023) were cancelled on December 15, 2023.
Class A: 3) & Class B: 1) Subsequent to the cancellation of the repurchased 1,200,794 Class A ordinary shares on December 15, 2023, 194,700 Class B ordinary shares were converted to Class
A ordinary shares on a one-to-one ratio pursuant to Rule 8A.21 of the Listing Rules.
Total increase / decrease (-) in WVR ordinary shares A during the month (i.e. Total of A to E) -1,006,094
Total increase / decrease (-) in WVR ordinary shares B during the month (i.e. Total of A to E) -194,700 |
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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” |
Tuya (NYSE:TUYA)
過去 株価チャート
から 5 2024 まで 6 2024
Tuya (NYSE:TUYA)
過去 株価チャート
から 6 2023 まで 6 2024