株探米国株
英語
エドガーで原本を確認する
6-K 1 tm2530183d1_6k.htm FORM 6-K

 

 

 

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 November 2025

 

 

 

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 November 4, 2025 in relation to the movements in our authorized share capital and issued shares in October 2025, and a next day disclosure return form dated October 30, 2025 in relation to the changes in our issued share capital and/or share buybacks to The Stock Exchange of Hong Kong Limited. For details, please refer to the exhibits to this current report on Form 6-K.

 

2


 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Monthly Return for Equity Issuer on Movements in Securities
99.2   Next Day Disclosure Return Dated October 30, 2025

 

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/ Yi (Alex) Yang
  Name : Yi (Alex) Yang
  Title : Chief Financial Officer

 

Date: November 4, 2025

 

4

 

EX-99.1 2 tm2530183d1_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

GRAPHIC

FF301 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 October 2025 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 November 2025 I. Movements in Authorised / Registered Share Capital Total authorised/registered share capital at the end of the month: USD 50,000 Page 1 of 10 v 1.1.1 2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No Stock code (if listed) 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 (-) USD Balance at close of the month 200,000,000 USD 0.00005 USD 10,000 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes Stock code (if listed) 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 (-) USD Balance at close of the month 800,000,000 USD 0.00005 USD 40,000


GRAPHIC

FF301 II. Movements in Issued Shares and/or Treasury Shares Remarks: Page 2 of 10 v 1.1.1 Opening and closing balances of Class A ordinary shares shown above include 986,308, and 683,558 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 and 2024 Share Scheme, respectively. 2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No Stock code (if listed) 02391 Description Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares Balance at close of preceding month 70,163,253 0 70,163,253 Increase / decrease (-) Balance at close of the month 70,163,253 0 70,163,253 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes Stock code (if listed) 02391 Description Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares Balance at close of preceding month 541,021,173 0 541,021,173 Increase / decrease (-) 287,500 Balance at close of the month 541,308,673 0 541,308,673


GRAPHIC

FF301 III. Details of Movements in Issued Shares and/or Treasury Shares (A). Share Options (under Share Option Schemes of the Issuer) Increase in issued shares (excluding treasury shares): 250,000 WVR ordinary shares A (AA1) Decrease in treasury shares: WVR ordinary shares A (AA2) Total funds raised during the month from exercise of options: USD 13 Remarks: Page 3 of 10 v 1.1.1 1) Others: -10,000 refers to 10,000 options being exercised. The exercise of 10,000 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. 2) The total number of shares which may be issued or transferred out of treasury pursuant to exercise of all options to be granted, and vesting of all restricted share units or awards to be granted under the 2024 Share Scheme as at the close of the month is 57,080,259. 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes Stock code (if listed) 02391 Description 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 Number of new shares issued during the month pursuant thereto (A1) Number of treasury shares transferred out of treasury during the month pursuant thereto (A2) Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month The total number of shares which may be issued or transferred out of treasury 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) 3,656,382 Exercised - new shares involved -250,000 3,396,382 250,000 3,396,382 0 Others -10,000 General Meeting approval date (if applicable) 2). 2024 Share Scheme (adopted in June 2024, as amended from time to time) 0 0 57,080,259 General Meeting approval date (if applicable) 20 June 2024


GRAPHIC

FF301 (B). Warrants to Issue Shares of the Issuer Not applicable Page 4 of 10 v 1.1.1


GRAPHIC

FF301 (C). Convertibles (i.e. Convertible into Shares of the Issuer) Not applicable Page 5 of 10 v 1.1.1


GRAPHIC

FF301 (D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) Increase in issued shares (excluding treasury shares): 37,500 WVR ordinary shares A (DD1) Decrease in treasury shares: 0 WVR ordinary shares A (DD2) Remarks: Page 6 of 10 v 1.1.1 As of October 31, 2025, the restricted share units which entitle the holders to 3,109,375 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. 290,250 restricted share units under the 2015 Equity Incentive Plan were vested during the month, among which 265,250 restricted share units under the 2015 Equity Incentive Plan were settled using the Class A ordinary shares already issued and registered in the name of depositary bank. 34,250 restricted share units granted under the 2015 Equity Incentive Plan were lapsed during the month. As of October 31, 2025, the restricted share units which entitle the holders to 339,000 Class A ordinary shares of the issuer upon vesting, have been granted under the 2024 Share Scheme. No restricted share units were granted under the 2024 Share Scheme during the month. 40,000 restricted share units under the 2024 Share Scheme were vested during the month, among which 27,500 restricted share units under the 2024 Share Scheme were settled using the Class A ordinary shares already issued and registered in the name of depositary bank. No restricted share units granted under the 2024 Share Scheme were lapsed during the month. 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes Stock code (if listed) 02391 Description Description of other agreements or arrangements General Meeting approval date (if applicable) Number of new shares issued during the month pursuant thereto (D1) Number of treasury shares transferred out of treasury during the month pursuant thereto (D2) Number of shares which may be issued or transferred out of treasury 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) 25,000 3,109,375 2). 2015 Equity Incentive Plan - Restricted Shares (adopted in December 2014 and amended in June 2022, as amended from time to time) 0 0 0 3). 2024 Share Scheme - Restricted Share Units (adopted in June 2024, as amended from time to time) 20 June 2024 12,500 339,000


GRAPHIC

FF301 (E). Other Movements in Issued Shares and/or Treasury Shares Not applicable Page 7 of 10 v 1.1.1 Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): 287,500 WVR ordinary shares A Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): 0 WVR ordinary shares A


GRAPHIC

FF301 IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable Page 8 of 10 v 1.1.1


GRAPHIC

FF301 V. Confirmations Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares sold or transferred by the issuer during the month as set out in Parts 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 carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable: (Note 4) Submitted by: Wang Xuechen Title: Capital Market Senior Manager (Director, Secretary or other Duly Authorised Officer) Page 9 of 10 v 1.1.1 (i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares 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 5); (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 all 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, sale or transfer; (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.


GRAPHIC

FF301 Notes 1. 2. The Exchange refers to The Stock Exchange of Hong Kong Limited. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date". In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury". The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable 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, or the treasury shares sold or transferred, no further confirmation is required to be made in this return. 3. 4. 5. “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. Page 10 of 10 v 1.1.1


EX-99.2 3 tm2530183d1_ex99-2.htm EXHIBIT 99.2
Exhibit 99.2

 

GRAPHIC

FF305 Page 1 of 5 v 1.3.0 Next Day Disclosure Return (Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares) Instrument: Equity issuer Status: New Submission Name of Issuer: Tuya Inc. Date Submitted: 30 October 2025 Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”). Section I 1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange Yes Stock code (if listed) 02391 Description A. Changes in issued shares or treasury shares Changes in issued shares Changes in treasury (excluding treasury shares) shares Events Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares (Note 3) Opening balance as at (Note 1) 30 September 2025 541,021,173 0 541,021,173 1). Issue of new shares or transfer of treasury shares in respect of share awards or options granted to a participant (who is not a director of the issuer) under a share scheme - new shares involved Exercise of options or restricted share units by employees (other than directors) pursuant to the 2015 Equity Incentive Plan Date of changes 30 October 2025 287,500 0.047 % USD 0.00005 Closing balance as at (Notes 5 and 6) 30 October 2025 541,308,673 0 541,308,673


GRAPHIC

FF305 Page 2 of 5 v 1.3.0 Remarks: Issued shares as a % of existing number of issued shares before relevant share issue calculated based on the Company's total number of issued shares of 611,184,426 shares (comprising 541,021,173 Class A ordinary shares and 70,163,253 Class B ordinary shares). B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) Not applicable


GRAPHIC

FF305 Page 3 of 5 v 1.3.0 Confirmation Not applicable Notes to Section I: 1. 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. 2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. 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. 3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. 4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”. Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given. 5. The closing balance date is the date of the last relevant event being disclosed. 6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B. 7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. 8. “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.


GRAPHIC

FF305 Page 4 of 5 v 1.3.0 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). Repurchase report Not applicable


GRAPHIC

FF305 Page 5 of 5 v 1.3.0 Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B. Report of on-market sale of treasury shares Not applicable Submitted by: Wang Xuechen (Name) Title: Senior Manager | Capital Market (Director, Secretary or other Duly Authorised Officer)