Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
01 Février 2024 - 10:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Tuya Inc. |
(Name of Issuer) |
|
Class A ordinary shares, par value US$0.00005 per share |
(Title of Class of Securities) |
|
90114C107** |
(CUSIP Number) |
|
December 31, 2023 |
(Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
**
There is no CUSIP number assigned to the class A ordinary shares, US$0.00005 par value per share. CUSIP number 90114C107 has been assigned
to the American Depositary Shares (“ADSs”) of Tuya Inc., which are quoted on the New York Stock Exchange under the symbol
“TUYA.” Each ADS represents one class A ordinary share.
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13G
1 |
Names of Reporting Persons |
Yaona Lin |
2 |
Check the appropriate box if a member of a Group (see instructions) |
(a) ¨
(b) ¨ |
3 |
SEC Use Only |
|
4 |
Citizenship or Place of Organization |
People’s Republic of China |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5 |
Sole Voting Power |
25,200,000 class A ordinary shares |
6 |
Shared Voting Power |
0 |
7 |
Sole Dispositive Power |
25,200,000 class A ordinary shares |
8 |
Shared Dispositive Power |
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
25,200,000 class A ordinary shares |
10 |
Check if the aggregate amount in row (9) excludes certain shares (See Instructions) |
¨ |
11 |
Percent of class represented by amount in row (9) |
4.99% of class A ordinary shares* |
12 |
Type of Reporting Person (See Instructions) |
IN |
* | The
percentages used in this Amendment No.1 to Schedule 13G are calculated based on 504,387,299 class A ordinary shares of the Issuer issued
and outstanding as of December 31, 2023, based on information provided by the Issuer. Beneficial ownership information is presented as
of December 31, 2023. |
1 |
Names of Reporting Persons |
Anywink
Limited |
2 |
Check the appropriate box if a member of a Group (see instructions) |
(a) ¨
(b) ¨ |
3 |
SEC Use Only |
|
4 |
Citizenship or Place of Organization |
British Virgin Islands |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5 |
Sole Voting Power |
25,200,000 class A ordinary shares |
6 |
Shared Voting Power |
0 |
7 |
Sole Dispositive Power |
25,200,000 class A ordinary shares |
8 |
Shared Dispositive Power |
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
25,200,000 class A ordinary shares |
10 |
Check if the aggregate amount in row (9) excludes certain shares (See Instructions) |
¨ |
11 |
Percent of class represented by amount in row (9) |
4.99% of class A ordinary shares* |
12 |
Type of Reporting Person (See Instructions) |
CO |
* | The
percentages used in this Amendment No.1 to Schedule 13G are calculated based on 504,387,299 class A ordinary shares of the Issuer issued
and outstanding as of December 31, 2023, based on information provided by the Issuer. Beneficial ownership information is presented as
of December 31, 2023. |
Item 1.
Tuya Inc. (the “Issuer”)
(b) | Address of Issuer’s Principal Executive Offices: |
10/F, Building A, Huace Center,
Xihu District, Hangzhou City,
Zhejiang Province, 310012,
People’s Republic of China
Item 2.
(a) | Name of Person Filing: |
| (i) | Yaona Lin, a Chinese citizen; |
| | |
| (ii) | Anywink Limited, a British Virgin Islands company wholly owned by Yaona Lin. |
(b) | Address of Principal Business Office or, if None, Residence: |
For each Reporting Person: 10/F, Building A, Huace Center,
Xihu District, Hangzhou City, Zhejiang Province, 310012, People’s Republic of China.
Anywink
Limited is organized under the law of British Virgin Islands. Yaona Lin is a Chinese citizen.
(d) | Title and Class of Securities: |
Class A ordinary shares, par value
US$0.00005 per share
90114C107
(ADSs)
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
(a) The information required by Items 4(a) is set forth in Row (9) of
the cover page for each Reporting Person and is incorporated herein by reference.
(b) Percent
of class determined is based on 504,387,299 class A ordinary shares of the Issuer outstanding as of December 31, 2023, based
on information provided by the Issuer.
The information required by Items 4(b) is set forth in Row (11) of
the cover page for each Reporting Person and is incorporated herein by reference.
Yaona Lin may be deemed to beneficially own 25,200,000 class A ordinary
shares of the Issuer held of record by Anywink Limited, a British Virgin Islands company wholly owned by Yaona Lin.
(c) The information required by Items 4(c) is set forth in Rows (5)-(8)
of the cover page for each Reporting Person and is incorporated herein by reference.
As shown from the percentage of class, each of Yaona Lin and Anywink
Limited has ceased to be a beneficial owner of more than five percent of Class A ordinary shares of the Issuer. The filing of this Amendment
No. 1 constitutes an exit filing for each of Yaona Lin and Anywink Limited.
Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
Item 6. | Ownership of more than Five Percent on Behalf of Another Person. |
Not applicable.
Item 7. | Identification and classification of the subsidiary which acquired the security being reported on by
the parent holding company or control person. |
Not applicable.
Item 8. | Identification and classification of members of the group. |
Not applicable.
Item 9. | Notice of Dissolution of Group. |
Not applicable.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 1, 2024
|
Yaona Lin |
|
|
|
|
|
By: |
/s/ Yaona Lin |
|
|
|
|
|
Anywink Limited |
|
|
|
|
|
By: |
/s/ Yaona Lin |
|
Name: |
Yaona Lin |
|
Title: |
Director |
EXHIBIT INDEX
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of
a statement on Schedule 13G (including amendments thereto) with respect to Class A ordinary shares, par value US$0.00005 per share
of Tuya Inc., a Cayman Islands company; and (ii) that this joint filing agreement may be included as an Exhibit to such
joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing
and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for
the completeness and accuracy of the information concerning the others.
Dated: February 1, 2024
|
Yaona Lin |
|
|
|
|
|
By: |
/s/ Yaona Lin |
|
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|
|
|
Anywink Limited |
|
|
|
|
|
By: |
/s/ Yaona Lin |
|
Name: |
Yaona Lin |
|
Title: |
Director |
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