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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Tuya Inc. (Name of Issuer) |
Class A ordinary shares, par value US$0.00005 per share (Title of Class of Securities) |
90114C107 (CUSIP Number) |
02/26/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 90114C107 |
| 1 | Names of Reporting Persons
Xueji Wang | ||||||||
| 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
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
118,700,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
20.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The 118,700,000 class A ordinary shares held by Xueji Wang represents 75,320,130 class A ordinary shares and 43,379,870 class B ordinary shares. Xueji Wang beneficially owned 20.4% of class A ordinary shares (or 19.5% of the total ordinary shares assuming conversion of all outstanding class B ordinary shares into the same number of class A ordinary shares). The percentages used in this Schedule 13G are calculated based on 539,516,649 class A ordinary shares and 70,205,300 class B ordinary shares of the Issuer issued and outstanding as of April 15, 2025, as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 24, 2025, and assuming all class B ordinary shares held by such reporting person are converted into the same number of class A ordinary shares.
SCHEDULE 13G
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| CUSIP No. | 90114C107 |
| 1 | Names of Reporting Persons
Tenet Smart 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
103,600,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
18.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The 103,600,000 class A ordinary shares held by Tenet Smart Limited represents 68,793,080 class A ordinary shares and 34,806,920 class B ordinary shares. Tenet Smart Limited beneficially owned 18.0% of class A ordinary shares (or 17.0% of the total ordinary shares assuming conversion of all outstanding class B ordinary shares into the same number of class A ordinary shares). The percentages used in this Schedule 13G are calculated based on 539,516,649 class A ordinary shares and 70,205,300 class B ordinary shares of the Issuer issued and outstanding as of April 15, 2025, as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 24, 2025, and assuming all class B ordinary shares held by such reporting person are converted into the same number of class A ordinary shares.
SCHEDULE 13G
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| CUSIP No. | 90114C107 |
| 1 | Names of Reporting Persons
Tenet Global 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
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
103,600,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
18.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The 103,600,000 class A ordinary shares held by Tenet Global Limited represents 68,793,080 class A ordinary shares and 34,806,920 class B ordinary shares. Tenet Global Limited beneficially owned 18.0% of class A ordinary shares (or 17.0% of the total ordinary shares assuming conversion of all outstanding class B ordinary shares into the same number of class A ordinary shares). The percentages used in this Schedule 13G are calculated based on 539,516,649 class A ordinary shares and 70,205,300 class B ordinary shares of the Issuer issued and outstanding as of April 15, 2025, as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 24, 2025, and assuming all class B ordinary shares held by such reporting person are converted into the same number of class A ordinary shares.
SCHEDULE 13G
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| CUSIP No. | 90114C107 |
| 1 | Names of Reporting Persons
Tenet Group 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
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
103,600,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
18.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The 103,600,000 class A ordinary shares held by Tenet Group Limited represents 68,793,080 class A ordinary shares and 34,806,920 class B ordinary shares. Tenet Group Limited beneficially owned 18.0% of class A ordinary shares (or 17.0% of the total ordinary shares assuming conversion of all outstanding class B ordinary shares into the same number of class A ordinary shares). The percentages used in this Schedule 13G are calculated based on 539,516,649 class A ordinary shares and 70,205,300 class B ordinary shares of the Issuer issued and outstanding as of April 15, 2025, as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 24, 2025, and assuming all class B ordinary shares held by such reporting person are converted into the same number of class A ordinary shares.
SCHEDULE 13G
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| CUSIP No. | 90114C107 |
| 1 | Names of Reporting Persons
Tenet Vision 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
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: On February 25, 2025, Tenet Vision Limited transfered to Tenet Group Limited all of its remaining 34,806,920 class B ordinary shares.
SCHEDULE 13G
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| CUSIP No. | 90114C107 |
| 1 | Names of Reporting Persons
Tuya Group Inc. | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The 10,000,000 class A ordinary shares held by Tuya Group Inc. represents 1,427,050 class A ordinary shares and 8,572,950 class B ordinary shares. Tuya Group Inc. beneficially owned 1.8% of class A ordinary shares (or 1.6% of the total ordinary shares assuming conversion of all outstanding class B ordinary shares into the same number of class A ordinary shares). The percentages used in this Schedule 13G are calculated based on 539,516,649 class A ordinary shares and 70,205,300 class B ordinary shares of the Issuer issued and outstanding as of April 15, 2025, as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 24, 2025, and assuming all class B ordinary shares held by such reporting person are converted into the same number of class A ordinary shares.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Tuya Inc. | |
| (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:
Xueji Wang, a Chinese citizen;
Tenet Smart Limited, a British Virgin Islands company ultimately wholly owned by the trustee of a trust constituted under the laws of the Cayman Islands, with Xueji Wang being the settlor and the beneficiary of the trust;
Tenet Global Limited, a British Virgin Islands company wholly owned by Tenet Smart Limited;
Tenet Group Limited, a British Virgin Islands company wholly owned by Tenet Global Limited;
Tenet Vision Limited, a British Virgin Islands company wholly owned by Tenet Global Limited;
Tuya Group Inc., a British Virgin Islands company wholly owned by Xueji Wang. | |
| (b) | Address or 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. | |
| (c) | Citizenship:
Each of Tuya Group Inc., Tenet Vision Limited, Tenet Group Limited, Tenet Global Limited and Tenet Smart Limited is organized under the laws of British Virgin Islands. Xueji Wang is a Chinese citizen. | |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.00005 per share | |
| (e) | CUSIP No.:
90114C107 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
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:
Percent of class determined is based on 539,516,649 class A ordinary shares and 70,205,300 class B ordinary shares of the Issuer outstanding as of April 15, 2025, as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 24, 2025.
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.
As of the date of this filing, Tenet Group Limited, a British Virgin Islands company, directly owned 68,793,080 class A ordinary shares and 34,806,920 class B ordinary shares of the Issuer. Each of Tenet Group Limited and Tenet Vision Limited is a wholly-owned subsidiary of Tenet Global Limited, which is a wholly- owned subsidiary of Tenet Smart Limited, a British Virgin Islands company ultimately wholly owned by the trustee of a trust constituted under the laws of the Cayman Islands, with Xueji Wang being the settlor and beneficiary of the trust. Tuya Group Inc., a British Virgin Islands company wholly owned by Xueji Wang, directly owned 1,427,050 class A ordinary shares and 8,572,950 class B ordinary shares of the Issuer. Xueji Wang also beneficially owned 5,100,000 class A ordinary shares under his own name. Accordingly, Xueji Wang may be deemed to beneficially own 118,700,000 class A ordinary shares of the Issuer, representing 20.4% of the Issuer's class A ordinary shares.
As of the date of this filing, Tenet Vision Limited has ceased to be the beneficial owner of 5% or more of the outstanding class A ordinary shares. Accordingly, this Amendment No. 1 constitutes an exit filing for Tenet Vision Limited. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Items 4(c) is set forth in Row (5) of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Items 4(c) is set forth in Row (6) of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(c) is set forth in Row (7) of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(c) is set forth in Row (8) of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit No. Description
99.1 Joint Filing Agreement |
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: May 13, 2025
| Xueji Wang | ||
| By: | /s/ Xueji Wang | |
| Tenet Smart Limited | ||
| By: | /s/ Xueji Wang | |
| Name: | Xueji Wang | |
Title: |
Director | |
| Tenet Global Limited | ||
| By: | /s/ Xueji Wang | |
| Name: | Xueji Wang | |
Title: |
Director | |
| Tenet Group Limited | ||
| By: | /s/ Xueji Wang | |
| Name: | Xueji Wang | |
Title: |
Director | |
| Tenet Vision Limited | ||
| By: | /s/ Xueji Wang | |
| Name: | Xueji Wang | |
Title: |
Director | |
| Tuya Group Inc. | ||
| By: | /s/ Xueji Wang | |
| Name: | Xueji Wang | |
| Title: | Director | |