An amended Form 4/A filed on behalf of Wang Xueji, CEO and Director of Tuya Inc. (NASDAQ:TUYA), discloses share class conversions dated April 24, 2026, made to comply with Hong Kong Stock Exchange weighted voting rights rules following the company's cancellation of repurchased shares.

Key Highlights

  • Trigger event: Tuya Inc. canceled 5,400 repurchased Class A ordinary shares on April 24, 2026, reducing total shares in issue.
  • Compliance conversion via trust: Tenet Group Limited (held through Trust TMF (Cayman) Ltd.) converted 308 Class B ordinary shares into 308 Class A ordinary shares at $0 per share on April 24, 2026.
  • Compliance conversion via subsidiary: Tuya Group Inc. converted 75 Class B ordinary shares into 75 Class A ordinary shares at $0 per share on the same date.
  • Resulting beneficial ownership (trust): 73,915,805 Class A shares and 34,784,195 Class B shares held indirectly through Trust TMF (Cayman) Ltd.
  • Resulting beneficial ownership (Tuya Group Inc.): 1,432,225 Class A shares and 8,567,775 Class B shares held indirectly through Tuya Group Inc.
  • Transaction codes: All transactions are coded "J" (other acquisition or disposition) and were effected at a price of $0.

Wang Xueji's Share Class Conversions Under Hong Kong WVR Rules

According to the filing, Wang Xueji - who serves as both CEO and Director of Tuya Inc. - caused two separate entities under his indirect control to convert Class B ordinary shares into Class A ordinary shares on April 24, 2026. The filing states that these conversions were made "in compliance with Rule 8A.15 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited," which governs weighted voting rights (WVR) beneficiaries.

The filing explains the mechanism: when Tuya Inc. canceled 5,400 repurchased Class A ordinary shares, the total number of shares in issue decreased. The filing states that "absent any corresponding adjustment, the proportion of shares carrying weighted voting rights (WVR) would have increased." To counteract this effect and reduce Mr. Wang's weighted voting rights proportionately, Tenet Group Limited (held through Trust TMF (Cayman) Ltd., of which Mr. Wang is the settlor) converted 308 Class B shares to Class A, and Tuya Group Inc. (a BVI company wholly owned by Mr. Wang) converted 75 Class B shares to Class A. All conversions occurred on a one-for-one basis at $0 consideration.

The amended filing covers transactions originally reported on April 28, 2026, and was signed by Wang Xueji on August 21, 2026. The filing identifies Trust TMF (Cayman) Ltd. as holding shares through a trust whose settlor is the reporting person and whose beneficiaries are the reporting person and Tuya Group Inc. Tuya Group Inc. is described as "a business company with limited liability incorporated under the laws of BVI wholly owned by the reporting person."

What Was Disclosed

This amended Form 4/A discloses that Tuya Inc.'s CEO, Wang Xueji, directed the conversion of a combined 383 Class B ordinary shares into Class A ordinary shares across two indirectly held entities on April 24, 2026, solely to comply with Hong Kong Stock Exchange weighted voting rights rules following a share cancellation.