Tuya Inc 6-K, filed Oct 10, 2023
Tuya Inc. (TUYA)
About this 6-K
Tuya Inc filed this 6-K on October 10, 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 October 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 October 2, 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 the exhibit to this current report on Form 6-K.
2
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Next Day Disclosure Return dated October 2, 2023 |
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: October 10, 2023
4
| FF304 Page 1 of 6 v 1.2.5 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: 02 October 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. Class of shares Ordinary shares Type of shares 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) 26 September 2023 505,393,393 1). Repurchase of shares (or other securities) but not cancelled Date of changes 03 March 2023 31,403 % % 2). Repurchase of shares (or other securities) but not cancelled Date of changes 06 March 2023 14,309 % % 3). Repurchase of shares (or other securities) but not cancelled Date of changes 07 March 2023 176,700 % % 4). Repurchase of shares (or other securities) but not cancelled Date of changes 08 March 2023 26,000 % % |
| FF304 Page 2 of 6 v 1.2.5 5). Repurchase of shares (or other securities) but not cancelled Date of changes 09 March 2023 176,700 % % 6). Repurchase of shares (or other securities) but not cancelled Date of changes 10 March 2023 106,182 % % 7). Repurchase of shares (or other securities) but not cancelled Date of changes 13 March 2023 89,213 % % 8). Repurchase of shares (or other securities) but not cancelled Date of changes 09 June 2023 68,900 % % 9). Repurchase of shares (or other securities) but not cancelled Date of changes 25 August 2023 68,692 % % 10). Repurchase of shares (or other securities) but not cancelled Date of changes 28 August 2023 67,399 % % 11). Repurchase of shares (or other securities) but not cancelled Date of changes 29 August 2023 69,799 % % 12). Repurchase of shares (or other securities) but not cancelled Date of changes 30 August 2023 69,799 % % 13). Repurchase of shares (or other securities) but not cancelled Date of changes 31 August 2023 69,799 % % 14). Repurchase of shares (or other securities) but not cancelled Date of changes 01 September 2023 200 % % 15). Repurchase of shares (or other securities) but not cancelled 92,598 % % |
| FF304 Page 3 of 6 v 1.2.5 Date of changes 14 September 2023 16). Repurchase of shares (or other securities) but not cancelled Date of changes 15 September 2023 200 % % 17). Repurchase of shares (or other securities) but not cancelled Date of changes 26 September 2023 50,000 % % 18). Repurchase of shares (or other securities) but not cancelled Date of changes 29 September 2023 22,901 0.004 % % Closing balance as at (Note 8) 29 September 2023 505,393,393 |
| FF304 Page 4 of 6 v 1.2.5 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 5 of 6 v 1.2.5 11. SEHK refers to Stock Exchange of Hong Kong. |
| FF304 Page 6 of 6 v 1.2.5 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. Class of shares WVR ordinary shares Type of shares 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). 29 September 2023 22,901 On another stock exchange New York Stock Exchange USD 1.56 USD 1.48 USD 35,235.48 Total number of securities purchased 22,901 Total paid $ USD 35,235.48 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 10 May 2023 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 June 20, 2023 is 511,387. 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 0.089%. 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) |
