Tuya Inc 6-K, filed Mar 6, 2023
Tuya Inc. (TUYA)
About this 6-K
Tuya Inc filed this 6-K on March 6, 2023.
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 March 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 next day disclosure return form dated March 5, 2023 to The Stock Exchange of Hong Kong Limited in relation to the changes in our issued share capital and/or share buybacks. For details, please refer to Exhibit 99.1 to this current report on Form 6-K.
In addition, we submitted a monthly return form dated March 6, 2023 to The Stock Exchange of Hong Kong Limited in relation to the movements in our authorized share capital and issued shares in February 2023. For details, please refer to Exhibit 99.2 to this current report on Form 6-K.
2
EXHIBIT INDEX
|
Exhibit No. |
Description |
| 99.1 | Next Day Disclosure Return dated March 5, 2023 |
| 99.2 | Monthly Return for Equity Issuer on Movements in Securities |
3
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: March 6, 2023
4
| FF304 Page 1 of 8 v 1.2.4 Next Day Disclosure Return (Equity issuer - changes in issued share capital and/or share buybacks) Instrument: Equity issuer Status: New Submission Name of Issuer: Tuya Inc. Date Submitted: 05 March 2023 Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the “Main Board Listing Rules”) / rule 17.27A of the GEM Rules (the “GEM Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) Section I 1. Type of shares WVR ordinary shares Class of shares Class A Listed on SEHK (Note 11) Yes Stock code (if listed) 02391 Description Issues of shares (Notes 6 and 7) No. of shares Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) Issue price per share (Notes 1 and 7) Closing market price per share of the immediately preceding business day (Note 5) % discount(-)/ premium of issue price to market price (Note 7) Opening balance as at (Note 2) 31 January 2023 499,146,560 1). Repurchase of shares (or other securities) but not cancelled Date of changes 11 November 2022 106,600 % % 2). Repurchase of shares (or other securities) but not cancelled Date of changes 14 November 2022 106,800 % % 3). Repurchase of shares (or other securities) but not cancelled Date of changes 16 November 2022 46,200 % % 4). Repurchase of shares (or other securities) but not cancelled Date of changes 17 November 2022 76,460 % % |
| FF304 Page 2 of 8 v 1.2.4 5). Repurchase of shares (or other securities) but not cancelled Date of changes 18 November 2022 106,800 % % 6). Repurchase of shares (or other securities) but not cancelled Date of changes 21 November 2022 64,000 % % 7). Repurchase of shares (or other securities) but not cancelled Date of changes 22 November 2022 100,000 % % 8). Repurchase of shares (or other securities) but not cancelled Date of changes 23 November 2022 90,207 % % 9). Repurchase of shares (or other securities) but not cancelled Date of changes 25 November 2022 41,500 % % 10). Repurchase of shares (or other securities) but not cancelled Date of changes 28 November 2022 137,100 % % 11). Repurchase of shares (or other securities) but not cancelled Date of changes 29 November 2022 12,921 % % 12). Repurchase of shares (or other securities) but not cancelled Date of changes 30 November 2022 2,700 % % 13). Repurchase of shares (or other securities) but not cancelled Date of changes 02 December 2022 12,350 % % 14). Repurchase of shares (or other securities) but not cancelled Date of changes 05 December 2022 168,800 % % 15). Repurchase of shares (or other securities) but not cancelled 4,382 % % |
| FF304 Page 3 of 8 v 1.2.4 Date of changes 06 December 2022 16). Repurchase of shares (or other securities) but not cancelled Date of changes 07 December 2022 11,500 % % 17). Repurchase of shares (or other securities) but not cancelled Date of changes 08 December 2022 168,800 % % 18). Repurchase of shares (or other securities) but not cancelled Date of changes 09 December 2022 168,800 % % 19). Repurchase of shares (or other securities) but not cancelled Date of changes 12 December 2022 257,700 % % 20). Repurchase of shares (or other securities) but not cancelled Date of changes 13 December 2022 63,235 % % 21). Repurchase of shares (or other securities) but not cancelled Date of changes 14 December 2022 180,000 % % 22). Repurchase of shares (or other securities) but not cancelled Date of changes 15 December 2022 220,000 % % 23). Repurchase of shares (or other securities) but not cancelled Date of changes 16 December 2022 4,900 % % 24). Repurchase of shares (or other securities) but not cancelled Date of changes 19 December 2022 10,400 % % 25). Repurchase of shares (or other securities) but not cancelled Date of changes 20 December 2022 7,400 % % |
| FF304 Page 4 of 8 v 1.2.4 26). Repurchase of shares (or other securities) but not cancelled Date of changes 20 December 2022 13,614 % % 27). Repurchase of shares (or other securities) but not cancelled Date of changes 21 December 2022 3,200 % % 28). Repurchase of shares (or other securities) but not cancelled Date of changes 21 December 2022 13,070 % % 29). Repurchase of shares (or other securities) but not cancelled Date of changes 22 December 2022 600 % % 30). Repurchase of shares (or other securities) but not cancelled Date of changes 23 December 2022 58,528 % % 31). Repurchase of shares (or other securities) but not cancelled Date of changes 28 December 2022 1,200 % % 32). Repurchase of shares (or other securities) but not cancelled Date of changes 28 December 2022 249,300 % % 33). Repurchase of shares (or other securities) but not cancelled Date of changes 29 December 2022 800 % % 34). Repurchase of shares (or other securities) but not cancelled Date of changes 30 December 2022 13,200 % % 35). Repurchase of shares (or other securities) but not cancelled Date of changes 30 December 2022 230,100 % % 36). Repurchase of shares (or other securities) but not cancelled 31,403 0.005 % % |
| FF304 Page 5 of 8 v 1.2.4 Date of changes 03 March 2023 Closing balance as at (Note 8) 03 March 2023 499,146,560 |
| FF304 Page 6 of 8 v 1.2.4 N/A Notes to Section I: 1. Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given. 2. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. 3. Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. 4. The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return. 5. Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as “closing market price per share of the business day on which the shares were last traded”. 6. In the context of a repurchase of shares: ■ “issues of shares” should be construed as “repurchases of shares”; and ■ “issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before relevant share repurchase”. 7. In the context of a redemption of shares: ■ “issues of shares” should be construed as “redemptions of shares”; ■ “issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant share redemption”; and ■ “issue price per share” should be construed as “redemption price per share”. 8. The closing balance date is the date of the last relevant event being disclosed. 9. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. 10. “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. |
| FF304 Page 7 of 8 v 1.2.4 11. SEHK refers to Stock Exchange of Hong Kong. |
| FF304 Page 8 of 8 v 1.2.4 Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1). The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange Section II 1. Type of shares WVR ordinary shares Class of shares Class A Listed on SEHK (Note) Yes Stock code (if listed) 02391 Description A. Purchase report Trading date Number of securities purchased Method of purchase (Note) Price per share or highest price paid $ Lowest price paid $ Total paid $ 1). 03 March 2023 31,403 On another stock exchange New York Stock Exchange USD 1.7 USD 1.65 USD 53,046 Total number of securities purchased 31,403 Total paid $ USD 53,046 B. Additional information for issuer whose primary listing is on the Exchange 1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution) (a) 2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution ( (a) x 100 )/ Number of shares in issue % We hereby confirm that the repurchases set out in A above which were made on the another stock exchange were made in accordance with the Main Board Listing Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated 15 September 2022 which has been filed with the Exchange. We also confirm that any purchases set out in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange. Remarks: B1) Number of such securities purchased on the Exchange and New York Stock Exchange since the ordinary resolution passed at the annual general meeting held on November 1, 2022 is 2,784,570. B2) % of number of shares in issue at time the ordinary resolution passed acquired on the Exchange and New York Stock Exchange since date of resolution is 0.481%. Note to Section II: Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer. Submitted by: Chai Xiaolang (Name) Title: Joint Company Secretary (Director, Secretary or other Duly Authorised Officer) |
| FF301 Page 1 of 8 v 1.0.1 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: 28 February 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: 06 March 2023 I. Movements in Authorised / Registered Share Capital 1. Type of shares WVR ordinary shares Class of shares Class 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. Type of shares WVR ordinary shares Class of shares Class 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 |
| FF301 Page 2 of 8 v 1.0.1 II. Movements in Issued Shares 1. Type of shares WVR ordinary shares Class of shares Class A Listed on SEHK (Note 1) Yes Stock code 02391 Description Balance at close of preceding month 499,146,560 Increase / decrease (-) 0 Balance at close of the month 499,146,560 2. Type of shares WVR ordinary shares Class of shares Class B Listed on SEHK (Note 1) No Stock code 02391 Description Balance at close of preceding month 79,400,000 Increase / decrease (-) 0 Balance at close of the month 79,400,000 Remarks: Opening and closing balances of Class A ordinary shares shown above include 21,867,289 and 21,768,289 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. |
| FF301 Page 3 of 8 v 1.0.1 III. Details of Movements in Issued Shares (A). Share Options (under Share Option Schemes of the Issuer) 1. Type of shares issuable WVR ordinary shares Class of shares Class 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) 56,052,463 Lapsed -7,500 Others -99,000 55,945,963 0 55,945,963 49,914,656 General Meeting approval date (if applicable) Total A (WVR ordinary shares Class A): 0 Total funds raised during the month from exercise of options: USD 19,072 Remarks: 1) Others: -99,000 refers to 99,000 options being exercised. The exercise of 99,000 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 |
| FF301 Page 4 of 8 v 1.0.1 (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. Type of shares issuable WVR ordinary shares Class of shares Class 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 10,696,875 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 Class A): 0 Remarks: As of February 28, 2023, the restricted share units which entitle the holders to 10,696,875 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. No restricted share units under the 2015 Equity Incentive Plan were vested during the month. 7,500 restricted share units granted under the 2015 Equity Incentive Plan were lapsed during the month. (E). Other Movements in Issued Share 1. Type of shares issuable (Note 5 and 6) WVR ordinary shares Class of shares Class 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 01 November 2022 -2,753,167 Total E (WVR ordinary shares Class A): Remarks: 1) Repurchase of a total of 2,726,767 Class A ordinary shares represented by ADSs were made on November 11, 14, 16 to 18, 21 to 23, 25 and 28 to 30, 2022 and December 2, 5 to 9, 12 to 16, 19 to 21, 23, 28 and 30, 2022 on New York Stock Exchange but such shares are not yet cancelled as at February 28, 2023. 2) Repurchase of a total of 26,400 Class A ordinary shares were made on December 20 to 22, and 28 to 30, 2022 on SEHK but such shares are not yet cancelled as at February 28, 2023. |
| FF301 Page 5 of 8 v 1.0.1 Total increase / decrease (-) in WVR ordinary shares Class A during the month (i.e. Total of A to E) 0 |
| FF301 Page 6 of 8 v 1.0.1 IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
| FF301 Page 7 of 8 v 1.0.1 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. |
| FF301 Page 8 of 8 v 1.0.1 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 ． “type of shares issuable” should be construed as “type 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 ． “type of shares issuable” should be construed as “type of shares redeemed”; and ． “issue and allotment date” should be construed as “redemption date” |
