Tuya Inc 6-K, filed Sep 15, 2022

Tuya Inc. (TUYA)

6-K 2022-09-15 For: 2022-09-15

View Original

Added on April 10, 2026

About this 6-K

Tuya Inc filed this 6-K on September 15, 2022.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Exhibit No.		Description
99.1		Press Release—Tuya Inc. to Hold Annual General Meeting on November 1, 2022
99.2		Circular
99.3		Notice of Annual General Meeting
99.4		Notice of Class A Meeting
99.5		Notice of Class B Meeting
99.6		Form of Proxy for the Annual General Meeting
99.7		Form of Proxy for the Class A Meeting
99.8		Form of Proxy for the Class B Meeting
99.9		Form of Voting Card for ADS Holders

Tuya Inc.

By	:	/s/ Yao (Jessie) Liu
Name	:	Yao (Jessie) Liu
Title	:	Chief Financial Officer

	•	compulsory body temperature screening
	•	compulsory wearing of facial masks
	•	maintaining appropriate distancing and spacing
	•	limiting the number of the attendees of the Class Meetings and AGM to avoid over-crowding

		Pages

DEFINITIONS		1

LETTER FROM THE BOARD		6

1.	Introduction	6

2.	Proposed Amendment of the Memorandum and Articles of Association	7

3.	Proposed Grant of General Mandate to Issue Shares	15

4.	Proposed Grant of General Mandate to Repurchase Shares and/or ADSs	16

5.	Proposed Re-Election of Directors	16

6.	Proposed Re-Appointment of Auditor	17

7.	The AGM and the Class Meetings and Proxy Arrangement	17

8.	Recommendations	18

9.	Further information	18

APPENDIX IA	THE AMENDED MEMORANDUM AND ARTICLES IF THE CLASS-BASED RESOLUTION AND THE NON-CLASS-BASED RESOLUTION ARE BOTH APPROVED	19

APPENDIX IB	THE AMENDED MEMORANDUM AND ARTICLES IF THE CLASS-BASED RESOLUTION IS NOT APPROVED AND THE NON-CLASS-BASED RESOLUTION IS APPROVED	78

APPENDIX II	EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE	139

APPENDIX III	DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION	142

NOTICE OF THE ANNUAL GENERAL MEETING		147

NOTICE OF THE CLASS A MEETING		153

NOTICE OF THE CLASS B MEETING		155

“2015 Equity Incentive Plan”		the equity incentive plan our Company adopted on December 23, 2014, as amended from time to time

“ADS(s)”		American Depositary Shares, each representing one Class A Ordinary Share

“ADS Record Date”		September 30, 2022 (New York time)

“AGM”		the annual general meeting of the Company to be convened on Tuesday, November 1, 2022 at 11:00 a.m. (Beijing time), or shortly after the Class B Meeting is concluded

“Amended Memorandum and Articles”		the proposed ninth amended and restated memorandum and articles of association of the Company, a copy of which, marked to show the amendments proposed to be made to the Memorandum and Articles, is set out in Appendix IA (if the Class-based Resolution and the Non-class-based Resolution are both approved) and Appendix IB (if the Class-based Resolution is not approved and the Non-class-based Resolutions is approved) to this circular

“Amendment Resolutions”		Class-based Resolution and Non-class-based Resolution

“Articles” or “Articles of Association”		the eighth amended and restated articles of association of the Company adopted by a special resolution of the Shareholders of the Company on February 21, 2021 and effective immediately prior to the completion of the Company’s initial public offering of ADSs in March 2021

“associate(s)”		has the meaning ascribed to it under the Listing Rules

“Board”		the board of Directors

“business day”		any day (other than a Saturday, Sunday or public holiday in Hong Kong) on which banks in Hong Kong or other relevant jurisdictions are generally open for normal banking business

“China” or “PRC”		the People’s Republic of China, and for the purposes of this circular only, except where the context requires otherwise, excluding Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and Taiwan

“Class A Meeting”		the class meeting of the holders of the Class A Ordinary Shares to be held on Tuesday, November 1, 2022 at 10:00 a.m. (Beijing time)

“Class A Ordinary Shares”		Class A ordinary shares in the share capital of the Company with a par value of US$0.00005 each, conferring a holder of a Class A ordinary share one vote per Share on any resolution tabled at the Company’s general meetings

“Class-based Resolution”		a resolution to incorporate into the Articles (i) paragraph 15 of Appendix 3 to the Listing Rules; and (ii) Rules 8A.09, 8A.10, 8A.13 to 8A.19, 8A.22 to 8A.24 of the Listing Rules, which will be put forward at the Class A Meeting, Class B Meeting, and AGM (if passed at the Class Meetings)

“Class B Meeting”		the class meeting of the holders of the Class B Ordinary Shares to be held on Tuesday, November 1, 2022 at 10:30 a.m. (Beijing time), or shortly after the Class A Meeting is concluded

“Class B Ordinary Shares”		Class B ordinary shares in the share capital of the Company with a par value of US$0.00005 each, conferring weighted voting rights in the Company such that a holder of a Class B ordinary share is currently entitled to fifteen votes per Share (and will be entitled to ten votes per Share after amendment of the Memorandum and Articles to be proposed at the Class Meetings and the AGM) on any resolution tabled at the Company’s general meetings, save for resolutions with respect to any Reserved Matters, in which case they shall be entitled to one vote per Share

“Class Meetings”		Class A Meeting and Class B Meeting

“Company”		Tuya Inc., an exempted company with limited liability incorporated in the Cayman Islands on August 28, 2014

“Compensation Committee”		the compensation committee of the Board

“connected person(s)”		has the meaning ascribed to it under the Listing Rules

“controlling shareholder(s)”		has the meaning ascribed to it under the Listing Rules

“Depositary”		The Bank of New York Mellon, the depositary of our ADSs

“Director(s)”		the director(s) of the Company

“Group”		the Company, its subsidiaries and the consolidated affiliated entities from time to time

“HK$”		Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”		the Hong Kong Special Administrative Region of the People’s Republic of China

“Hong Kong Stock Exchange” or “Stock Exchange”		The Stock Exchange of Hong Kong Limited

“Latest Practicable Date”		September 7, 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Listing”		the listing of the Class A Ordinary Shares on the Main Board of the Stock Exchange on July 5, 2022

“Listing Date”		the date on which the Class A Ordinary Shares are listed and on which dealings in the Class A Ordinary Shares are first permitted to take place on the Stock Exchange, which is Tuesday, July 5, 2022

“Listing Rules” or “Hong Kong Listing Rules”		the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

“Memorandum” or “Memorandum of Association”		the eighth amended and restated memorandum of association of the Company adopted by a special resolutions of the Shareholders of the Company on February 21, 2021 and effective immediately prior to the completion of the Company’s initial public offering of ADSs in March 2021

“Model Code”		the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 of the Listing Rules

“Mr. Chen”		Mr. CHEN Liaohan (陳燎罕), our founder, an executive Director, co-chairman of the Board, president of the Company, and one of the controlling shareholders of the Company

“Mr. Wang”		Mr. WANG Xueji (王學集), our founder, an executive Director, co-chairman of the Board, chief executive officer of the Company, and one of the controlling shareholders of the Company

“Mr. Zhou”		Mr. ZHOU Ruixin (周瑞鑫), our co-founder, chief technology officer of the Company, and one of the controlling shareholders of the Company

“Nomination Committee”		the nomination committee of the Board

“Non-class-based Resolution”		a resolution to incorporate into the Memorandum and Articles the Unmet Articles Requirements (as defined on page 14 of this circular) and other revisions set out in Appendix IA and Appendix IB to this circular not covered by the Class-based Resolution, which will be put forward at the AGM

“NYSE”		the New York Stock Exchange

“Post-Listing GM”		the first general meeting of the Company to be convened within six months from the Listing Date, in which Shareholders’ approval will be sought to amend the Memorandum and Articles, which means the AGM for the purpose of this circular

“Prospectus”		the prospectus of the Company dated June 22, 2022

“Reserved Matters”		those resolutions with respect to which each Share is entitled to one vote at general meetings of the Company pursuant to the Listing Rules and the Amended Memorandum and Articles, being: (i) any amendment to the memorandum of association or articles of association of the Company, (ii) the variation of the rights attached to any class of Shares, (iii) the appointment, election or removal of any independent non-executive Director, (iv) the appointment or removal of the Company’s auditors, and (v) the voluntary liquidation or winding-up of the Company

“SFO”		Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

“Share Record Date”		September 30, 2022 (Hong Kong time)

“Shareholder(s)”		holder(s) of Shares and, where the context requires, ADSs

“Shares”		the Class A Ordinary Shares and Class B Ordinary Shares in the share capital of the Company, as the context so requires

“subsidiary(ies)”		has the meaning ascribed to it under the Listing Rules

“substantial shareholder(s)”		has the meaning ascribed to it under the Listing Rules

“Takeovers Code”		the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong

“United States”, “U.S.” or “US”		United States of America, its territories, its possessions and all areas subject to its jurisdiction

“weighted voting right”		has the meaning ascribed to it under the Listing Rules

“WVR Beneficiaries”, each a “WVR Beneficiary”		has the meaning ascribed to it under the Listing Rules and unless the context otherwise requires, refers to Mr. Wang and Mr. Chen, being the beneficial owners of the Class B Ordinary Shares which carry weighted voting rights

“WVR Structure”		has the meaning ascribed to it under the Listing Rules

“%”		per cent

Executive Directors:	Registered Office:
Mr. WANG Xueji (Co-chairman)	PO Box 309
Mr. CHEN Liaohan (Co-chairman)	Ugland House
Mr. YANG Yi	Grand Cayman, KY1-1104
Ms. LIU Yao	Cayman Islands

Non-executive Director:	Headquarters and Principal Place of Business in the PRC:
Ms. HONG Jing	Huace Center, Building A, 10/F
	Xihu District, Hangzhou City
Independent Non-executive Directors:	Zhejiang Province, 310012
Mr. HUANG Sidney Xuande	China
Mr. QIU Changheng
Mr. KUOK Meng Xiong (alias GUO Mengxiong)	Principal Place of Business in Hong Kong:
Mr. YIP Pak Tung Jason	5/F, Manulife Place
	348 Kwun Tong Road
	Kowloon
	Hong Kong

APPENDIX IA	THE AMENDED MEMORANDUM AND ARTICLES
	IF THE CLASS-BASED RESOLUTION AND
	THE NON-CLASS-BASED RESOLUTION ARE BOTH APPROVED

	“Chairman”	means the chairman of the Board.

	“Class” or “Classes”	means any class or classes of Shares as may from time to time be issued by the Company.

	“Class A Ordinary Share”	means a class A ordinary share of par value US$0.00005 each in the share capital of the Company having the rights set out in these Articles.

	“Class B Ordinary Share”	means a class B ordinary share of par value US$0.00005 each in the share capital of the Company having the rights set out in these Articles.

	“Close Associate”	has the meaning as defined in the Hong Kong Listing Rules.

	“Commission”	means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act.

	“Communication Facilities”	means video, video-conferencing, internet or online conferencing applications, telephone or tele- conferencing and/or any other video- communications, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and being heard by each other.

	“Companies Ordinance”	means Companies Ordinance (Cap. 622 of the Laws of Hong Kong), as amended from time to time.

	“Company”	means Tuya Inc., a Cayman Islands exempted company.

	“Company’s Website”	means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed with the Commission by the Company or which has otherwise been notified to Members.

	“Compliance Adviser”	shall have the meaning given to it in the Hong Kong Listing Rules.

	“Control”	for the purpose of the defined terms of “Affiliate”, “Family Member” and “Subsidiary” only, means, in relation to any Person, the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided, that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person. The terms “Controlled” and “Controlling” have meanings correlative to the foregoing.

	“Corporate Governance Committee”	means the corporate governance committee of the Board established in accordance with Article 138C.

	“Corporate Governance Report”	means the corporate governance report to be included in the Company’s annual reports or summary financial reports, if any, in accordance with the Hong Kong Listing Rules.

	“Designated Stock Exchange”	means (i) the stock exchange in the United States on which any Shares or ADSs are listed for trading, or (ii) the Hong Kong Stock Exchange on which any Shares are listed for trading.

	“Designated Stock Exchange Rules”	means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares or ADSs on ~~the~~any Designated Stock Exchange, and for the avoidance of doubt, include the Hong Kong Listing Rules.

	“Director”	means a director serving on the Board for the time being of the Company and shall include an alternate Director appointed in accordance with these Articles.

	“Director Holding Vehicle”	means (a) a partnership of which a Founder is a partner and the terms of which must expressly specify that the voting rights attached to any and all of the Shares held by such partnership are solely dictated by the Founder, (b) a trust of which a Founder is a beneficiary and that meets the following conditions: (i) the Founder must in substance retain an element of control of the trust and any immediate holding companies of any and all of the Shares held by such trust; and (ii) the purpose of the trust must be for estate planning and/or tax planning purposes; or (c) private company or other vehicle wholly-owned and wholly-controlled by a Founder or by a trust referred to in (b) above.

	“electronic communication”	means electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board.

	“electronic”	shall have the meaning given to it in the Electronic Transactions Act.

	“Electronic Record”	has the same meaning as given in the Electronic Transactions ~~Law (as amended).~~Act.

	“Electronic Transactions Act”	means the Electronic Transactions Act (~~2003 Revision~~As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof.

	“Family Member”	means, with respect to any natural Person, (a) such Person’s spouse, parents, siblings and other individuals living in the same household and (b) estates, trusts, partnerships and other Persons which directly or indirectly through one or more intermediaries are Controlled by the foregoing.

	“Founders”	Mr. Wang and Mr. Chen, each of whom, a “Founder”.

	“Government Authority”	means any national, provincial, municipal or local government, administrative or regulatory body or department, court, tribunal, arbitrator or anybody that exercises the function of a regulator.

	“Hong Kong Listing Rules”	means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

	“Hong Kong Stock Exchange”	means The Stock Exchange of Hong Kong Limited.

	“HKSCC”	means the Hong Kong Securities Clearing Company Limited including, where the context so requires, its agents, nominees, representatives, officers and employees.

	“Law”	means any federal, state, territorial, foreign or local law, common law, statute, ordinance, rule, regulation, code, measure, notice, circular, opinion or order of any Government Authority, including any rules promulgated by a stock exchange or regulatory body.

	“Independent Director”	means a Director who is an independent director as defined in the Designated Stock Exchange Rules, as determined by the Board.

	“Independent Non-executive Director”	means a Director recognized as such by the relevant code, rules and regulations applicable to companies listed on the Hong Kong Stock Exchange.

	“IPO”	means the initial public offering of the Company’s American Depositary Shares representing its Class A Ordinary Shares.

	~~“Management Directors”~~	means the four Directors (consisting of Mr. Wang, Mr. Chen, Yi Yang and Yao Liu) in office at the time of effectiveness of these Articles, and the replacements of such Directors designated by Mr. Wang pursuant to Article 100 hereof.

	“Major Stock Exchanges”	means the New York Stock Exchange, NASDAQ, ~~The~~ the Hong Kong Stock Exchange ~~of Hong Kong Limited~~, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the London Stock Exchange, and the Singapore Exchange (SGX).

	“Member”	means a Person for the time being duly registered in the Register of Members as a holder of Shares.

	“Memorandum”	means the memorandum of association of the Company, as amended and altered from time to time.

	“Mr. Chen”	means Liaohan Chen.

	“Mr. Wang”	means Xueji Wang.

	“Nominating and Corporate Governance Committee”	shall have the meaning ascribed to it under Article 138A.

	“Nomination Committee”	means the nomination committee of the Board established in accordance with Article 138A.

	“Non-independent Director”	means a Director who is not an Independent Director.

	“Ordinary Resolution”	a Members resolution passed either (i) as a written resolution signed by all Members entitled to vote, or (ii) at a general meeting of Members by the affirmative vote of not less than a simple majority of all votes, calculated on a fully converted basis, cast by such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at such general meeting (of which notice has been duly given).

	“Ordinary Shares”	means the Class A Ordinary Shares and the Class B Ordinary Shares, collectively.

	“Person”	means any individual, sole proprietorship, partnership, limited partnership, limited liability company, firm, joint venture, estate, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or governmental or regulatory authority or other enterprise or entity of any kind or nature.

	“PRC”	means the People’s Republic of China, but solely for purposes hereof excludes the Hong Kong Special Administrative Region, the Macau Special Administrative Region and the island of Taiwan.

	“Present”	shall mean, in respect of any Person, such Person’s presence at a general meeting of members, which may be satisfied by means of such Person or, if a corporation or other non-natural Person, its duly authorised representative (or, in the case of any member, a proxy which has been validly appointed by such member in accordance with these Articles), being:

		(a)	physically present at the meeting; or

		(b)	in the case of any meeting at which Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Communication Facilities.

	“Register of Members”	means the register maintained in accordance with the Statute and includes (except where otherwise stated) any duplicate Register of Members.

	“Registered Office”	means the registered office for the time being of the Company.

	“Seal”	means the common seal of the Company and includes every duplicate seal.

	“Securities Act”	means the Securities Act of 1933 of the United States of America, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

	“Secretary”	means any natural person, firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary.

	“Share” and “Shares”	means a share in the capital of the Company, and includes an Ordinary Share. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt, in these Articles the expression “Share” shall include a fraction of a Share.

	“Share Premium Account”	means the share premium account established in accordance with these Articles and the Statute.

	“signed”	means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication.

	“Special Resolution”	means a Members resolution expressed to be a special resolution and passed ~~either (i) as a written resolution signed by all Members entitled to vote, or (ii)~~ at a general meeting of Members by the affirmative vote of not less than ~~two thirds (2/~~three fourths (3/4) of all votes, calculated on a fully converted basis, cast by such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at such general meeting (of which notice specifying the intention to propose the resolution as a special resolution has been duly given).), and shall include a special resolution passed pursuant to Article 73.

	“Statute”	means the Companies Act (~~as amended~~As Revised) of the Cayman Islands as amended and every statutory modification or re-enactment thereof for the time being in effect.

	“Subsidiary”	means, with respect to any given Person, any other Person that is Controlled directly or indirectly by such given Person.

	“US$”	means the lawful money of the United States of America.

	“United States”	means the United States of America, its territories, its possessions and all areas subject to its jurisdiction.

	“Virtual Meeting”	means any general meeting of the Members (or any meeting of the holders of any Class of Shares) at which the Members (and any other permitted participants of such meeting, including without limitation the chairperson of the meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities.

19.	(1)	Upon every transfer of Shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the Shares transferred to him at such fee as is provided in paragraph (2) of this Article. If any of the Shares included in the certificate so given up shall be retained by the transferor a new certificate for the balance shall be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof.

	(2)	The fee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange may from time to time determine provided that the Board may at any time determine a lower amount for such fee.

APPENDIX IB	THE AMENDED MEMORANDUM AND ARTICLES IF THE
	CLASS-BASED RESOLUTION IS NOT APPROVED AND THE
	NON-CLASS-BASED RESOLUTION IS APPROVED

“ADS”		means an American Depositary Share representing Class A Ordinary Share(s).

“Affiliate”		means, with respect to a Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such Person.

“associate”		has the meaning as defined in the Hong Kong Listing Rules.

“Articles”		means these articles of association of the Company, as amended and altered from time to time.

“Audit Committee”		means the audit committee of the Company formed by the Board pursuant hereto, or any successor audit committee.

“Auditor”		means the Person for the time being performing the duties of auditor of the Company (if any).

“Beneficial Ownership”		shall have the meaning defined in Rule 13d-3 under the U.S. Securities Exchange Act of 1934, as amended.

“Board” or “Board of Directors”		means the board of directors of the Company.

“Business Day”		means any day that is not a Saturday, Sunday, legal holiday or other day on which commercial banks are required or authorized by law to be closed in the PRC, the Hong Kong Special Administrative Region, the United States or the Cayman Islands.

“Chairman”		means the chairman of the Board.

“Class” or “Classes”		means any class or classes of Shares as may from time to time be issued by the Company.

“Class A Ordinary Share”		means a class A ordinary share of par value US$0.00005 each in the share capital of the Company having the rights set out in these Articles.

“Class B Ordinary Share”		means a class B ordinary share of par value US$0.00005 each in the share capital of the Company having the rights set out in these Articles.

“Close Associate”		has the meaning as defined in the Hong Kong Listing Rules.

“Commission”		means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act.

“Communication Facilities”		means video, video-conferencing, internet or online conferencing applications, telephone or tele- conferencing and/or any other video- communications, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and being heard by each other.

“Companies Ordinance”		means Companies Ordinance (Cap. 622 of the Laws of Hong Kong), as amended from time to time.

	(j).	any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof;

	and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued.

Month 2022	Price per Share
	Highest		Lowest
	HK$		HK$
July (since the Listing Date)		19.94		14.24
August		14.78		10.38
September (up to Latest Practicable Date)		10.08		9.70

Number of Shares to which this form of proxy relates^{(Note 1)}	_______________Class A Ordinary Shares
	_______________ Class B Ordinary Shares

RESOLUTIONS^{(Note 6)}		FOR	AGAINST	ABSTAIN
1.	As a special resolution, THAT subject to the passing of the Class-based Resolution at the Class A Meeting and Class B Meeting, the Memorandum and Articles of Association be amended and restated by their deletion in their entirety and by the substitution in their place of the Amended Memorandum and Articles in the form as set out in Appendix IA to the Circular, by incorporating the Class-Based Resolution and the Non-Class-Based Resolution and THAT the Board be authorized to deal with on behalf of the Company the relevant filing and amendments (where necessary) procedures and other related issues arising from the amendments to the Memorandum and Articles.
2.	As a special resolution, THAT if the Class-Based Resolution is not passed at either the Class A Meeting or the Class B Meeting, the Memorandum and Articles of Association be amended and restated by their deletion in their entirety and by the substitution in their place of the Amended Memorandum and Articles in the form as set out in Appendix IB to the Circular, by incorporating the Non-class-based Resolution and THAT the Board be authorized to deal with on behalf of the Company the relevant filing and amendments (where necessary) procedures and other related issues arising from the amendments to the Memorandum and Articles.
3.	As an ordinary resolution, to receive, consider, and adopt the audited consolidated financial statements of the Company as of and for the year ended December 31, 2021 and the report of the auditor thereon.
4.(a)	(i) As an ordinary resolution, to re-elect Mr. YANG Yi as an executive Director.
	(ii) As an ordinary resolution, to re-elect Ms. LIU Yao as an executive Director.
	(iii) As an ordinary resolution, to re-elect Mr. YIP Pak Tung Jason as an independent non-executive Director.
4.(b)	As an ordinary resolution, to authorize the Board or the Compensation Committee to fix the remuneration of the Directors.
5.	As an ordinary resolution, to grant a general mandate to the Directors to issue, allot, and deal with additional Class A Ordinary Shares of the Company not exceeding 20% of the total number of issued Shares of the Company as of the date of passing of this resolution.
6.	As an ordinary resolution, to grant a general mandate to the Directors to repurchase Shares and/or ADSs of the Company not exceeding 10% of the total number of issued Shares of the Company as of the date of passing of this resolution.
7.	As an ordinary resolution, to extend the general mandate granted to the Directors to issue, allot, and deal with additional Shares in the capital of the Company by the aggregate number of the Shares and/or Shares underlying the ADSs repurchased by the Company.
8.	As an ordinary resolution, to re-appoint PricewaterhouseCoopers as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year ending December 31, 2022.

1.	Please delete as appropriate and insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
2.	Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
3.	Please insert the number of shares of the Company registered in your name(s) and delete as appropriate.
4.	If any proxy other than the chairman of the meeting is preferred, please strike out the words “the chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint proxy, and any shareholder of the Company who is the holder of two or more Shares and entitled to attend and vote at the AGM is able to appoint any number of proxies (who must be individuals) to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.
5.	IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“/”) THE BOX MARKED “FOR.” IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“/”) THE BOX MARKED “AGAINST.” IF YOU WISH TO ABSTAIN FROM VOTING, PLEASE TICK (“/”) THE BOX MARKED “ABSTAIN”. If no direction is given, your proxy will vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM. If you mark the box “abstain”, it will mean that your proxy will abstain from voting and, accordingly, your vote will not be counted either for or against the relevant resolution.
6.	We refer to the circular (the “Circular”) and notice of the AGM of the Company dated September 15, 2022. Unless otherwise indicated, the capitalized terms used in this notice shall have the same meaning as those defined in the Circular and the notice of the AGM. The description of the resolutions is by way of summary only. The full text appears in the notice of the AGM.
7.	This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer, attorney, or other person duly authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT.
8.	Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register of members in respect of the relevant joint holding.
9.	In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited (for both holders of Class A Ordinary Shares and holders of Class B Ordinary Shares), at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 72 hours before the time appointed for the meeting or the adjourned meeting (as the case may be).
10.	Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish.

RESOLUTION^{(Note 6)}		FOR	AGAINST	ABSTAIN
1.	As a special resolution, to consider and approve the Class-Based Resolution to amend and restate the Memorandum and Articles.

1.	Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
2.	Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
3.	Please insert the number of shares of the Company registered in your name(s).
4.	If any proxy other than the chairman of the meeting is preferred, please strike out the words “the chairman of the class meeting of holders of the Class A Ordinary Shares (the “Class A Meeting”)” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the Class A Meeting is entitled to appoint proxy, and any shareholder of the Company who is the holder of two or more Shares and entitled to attend and vote at the Class A Meeting is able to appoint any number of proxies (who must be individuals) to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.
5.	IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“/”) THE BOX MARKED “FOR.” IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“/”) THE BOX MARKED “AGAINST.” IF YOU WISH TO ABSTAIN FROM VOTING, PLEASE TICK (“/”) THE BOX MARKED “ABSTAIN”. If no direction is given, your proxy will vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Class A Meeting other than those referred to in the notice convening the Class A Meeting. If you mark the box “abstain”, it will mean that your proxy will abstain from voting and, accordingly, your vote will not be counted either for or against the relevant resolution.
6.	We refer to the circular (the “Circular”) and notice of the Class A Meeting of the Company dated September 15, 2022. Unless otherwise indicated, the capitalized terms used in this notice shall have the same meaning as those defined in the Circular and the notice of the Class A Meeting. The description of the resolution is by way of summary only. The full text appears in the notice of the Class A Meeting.
7.	This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer, attorney, or other person duly authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT.