EX-99.2 3 tm2518517d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

 

 

Tuya Inc.

塗鴉智能*

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(HKEX Stock Code: 2391)

(NYSE Stock Ticker: TUYA)

 

POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON JUNE 19, 2025

 

References are made to the Notice (the “Notice”) of Annual General Meeting (the “AGM”) dated May 16, 2025 and the circular to the shareholders of the Company of even date (the “Circular”) of Tuya Inc. (the “Company”). Unless otherwise required by the context, capitalized terms used in this announcement shall have the same meanings as defined in the Circular and the Notice.

 

The Board is pleased to announce that the AGM was held at 2:00 p.m., Hong Kong time, on June 19, 2025 at Huace Center, Building A, 3/F VVIP room, Xihu District, Hangzhou City, Zhejiang Province, 310012, China.

 

All resolutions proposed at the AGM have been duly passed. As of the Share Record Date, the total number of issued Shares was 609,721,949 Shares, comprising 539,516,649 Class A Ordinary Shares and 70,205,300 Class B Ordinary Shares, which was the total number of Shares entitling Shareholders to attend and vote in favour of, against or in abstention on the resolutions proposed at the AGM. There was no Shareholder who was required to abstain from voting under the Listing Rules on any resolution proposed at the AGM, nor any Shareholder who was entitled to attend the AGM but was required to abstain from voting in favour of any resolution proposed at the AGM pursuant to Rule 13.40 of the Listing Rules. No Shareholder has indicated in the Circular that he or she intends to vote against or in abstention in respect of any resolution proposed at the AGM.

 

Accordingly, the total number of Shares entitling the holder to attend and vote on the resolutions numbered 1 to 7 proposed at the AGM was 609,498,176 Shares, comprising 539,292,876 Class A Ordinary Shares and 70,205,300 Class B Ordinary Shares. As at the date of this announcement, there were (i) no treasury shares held by the Company (including any treasury shares held or deposited with CCASS), and (ii) 223,773 repurchased Shares (including Class A Ordinary Shares and Class B Ordinary Shares) which are pending cancellation and should be excluded from the total number of issued Shares for the purpose of the AGM.

 

According to the Company’s ninth amended and restated memorandum and articles of association:

 

(i)with regard to the resolutions numbered 1, 2(a)(i), 2(a)(ii), 2(b), 3, 4 and 5, each Class A Ordinary Share shall entitle its holder to one vote and the exercise of voting rights attached to each Class B Ordinary Share will be capped at ten votes on a poll at the AGM; and

 

(ii)with regard to the resolutions numbered 2(a)(iii), 6 and 7, each Class A Ordinary Share and each Class B Ordinary Share shall entitle its holder to one vote on a poll at the AGM.

 

 1 

 

 

In accordance with the provisions of the Listing Rules, voting on the resolutions proposed at the AGM was conducted by way of poll. The voting results in respect of the resolutions proposed at the AGM are set out as follows:

 

  NUMBER OF VOTES TOTAL TOTAL
ORDINARY RESOLUTIONS CAST AND PERCENTAGE (%) NUMBER OF
VOTING SHARES
NUMBER OF
VOTES CAST
  FOR AGAINST ABSTAIN1
1. To receive, consider, and adopt the audited consolidated financial statements of the Company as of and for the year ended December 31, 2024 and the report of the auditor thereon. Class A Ordinary Shares 165,650,739
(99.949776%)
83,238
(0.050224%)
9,599 (-) 165,733,977 165,733,977
Class B Ordinary Shares 702,053,000
(100.000000%)
0
(0.000000%)
0 (-) 70,205,300 702,053,000
TOTAL NUMBER (CLASS A & CLASS B) 867,703,739
(99.990408%)
83,238
(0.009592%)
9,599 (-) 235,939,277 867,786,977
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.
2.(a)(i) To re-elect Mr. YANG Yi as an executive Director. Class A Ordinary Shares 159,826,991
(96.432332%)
5,913,055
(3.567668%)
3,392 (-) 165,740,046 165,740,046
Class B Ordinary Shares 702,053,000
(100.000000%)
0
(0.000000%)
0 (-) 70,205,300 702,053,000
TOTAL NUMBER (CLASS A & CLASS B) 861,879,991
(99.318610%)
5,913,055
(0.681390%)
3,392 (-) 235,945,346 867,793,046
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.
2.(a)(ii) To re-elect Ms. ZHANG Yan as an executive Director. Class A Ordinary Shares 164,874,679
(99.477778%)
865,532
(0.522222%)
3,437 (-) 165,740,211 165,740,211
Class B Ordinary Shares 702,053,000
(100.000000%)
0
(0.000000%)
0 (-) 70,205,300 702,053,000
TOTAL NUMBER (CLASS A & CLASS B) 866,927,679
(99.900261%)
865,532
(0.099739%)
3,437 (-) 235,945,511 867,793,211
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.

 

 2 

 

 

  NUMBER OF VOTES TOTAL TOTAL
ORDINARY RESOLUTIONS CAST AND PERCENTAGE (%) NUMBER OF
VOTING SHARES
NUMBER OF
VOTES CAST
  FOR AGAINST ABSTAIN1
2.(a)(iii) To re-elect Mr. YIP Pak Tung Jason as an independent non-executive Director. Class A Ordinary Shares 161,592,890
(97.498009%)
4,146,792
(2.501991%)
3,292 (-) 165,739,682 165,739,682
Class B Ordinary Shares 70,205,300
(100.000000%)
0
(0.000000%)
0 (-) 70,205,300 70,205,300
TOTAL NUMBER (CLASS A & CLASS B) 231,798,190
(98.242475%)
4,146,792
(1.757525%)
3,292 (-) 235,944,982 235,944,982
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.
2.(b) To authorize the Board or the Compensation Committee to fix the remuneration of the Directors. Class A Ordinary Shares 163,553,429
(98.681014%)
2,186,081
(1.318986%)
4,164 (-) 165,739,510 165,739,510
Class B Ordinary Shares 702,053,000
(100.000000%)
0
(0.000000%)
0 (-) 70,205,300 702,053,000
TOTAL NUMBER (CLASS A & CLASS B) 865,606,429
(99.748087%)
2,186,081
(0.251913%)
4,164 (-) 235,944,810 867,792,510
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.
3. To grant a general mandate to the Directors to issue, allot, and deal with additional Class A Ordinary Shares and/or ADSs of the Company, or sell and/or transfer Class A Ordinary Shares out of treasury that are held as treasury shares not exceeding 20% of the total number of issued Shares (excluding any treasury shares) of the Company as of the date of passing of this resolution. Class A Ordinary Shares 128,676,660
(77.637072%)
37,064,598
(22.362928%)
2,414 (-) 165,741,258 165,741,258
Class B Ordinary Shares 702,053,000
(100.000000%)
0
(0.000000%)
0 (-) 70,205,300 702,053,000
TOTAL NUMBER (CLASS A & CLASS B) 830,729,660
(95.728873%)
37,064,598
(4.271127%)
2,414 (-) 235,946,558 867,794,258
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.

 

 3 

 

 

  NUMBER OF VOTES TOTAL TOTAL
ORDINARY RESOLUTIONS CAST AND PERCENTAGE (%) NUMBER OF
VOTING SHARES
NUMBER OF
VOTES CAST
  FOR AGAINST ABSTAIN1
4. To grant a general mandate to the Directors to repurchase Shares and/or ADSs of the Company not exceeding 10% of the total number of issued Shares of the Company (excluding any treasury shares) as of the date of passing of this resolution. Class A Ordinary Shares 165,592,421
(99.909697%)
149,670
(0.090303%)
1,583 (-) 165,742,091 165,742,091
Class B Ordinary Shares 702,053,000
(100.000000%)
0
(0.000000%)
0 (-) 70,205,300 702,053,000
TOTAL NUMBER (CLASS A & CLASS B) 867,645,421
(99.982753%)
149,670
(0.017247%)
1,583 (-) 235,947,391 867,795,091
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.
5. To extend the general mandate granted to the Directors to issue, allot, and deal with additional Shares and/or ADSs, or sell and/or transfer additional Shares out of treasury that are held as treasury shares, in the capital of the Company by the aggregate number of the Shares and/or Shares underlying the ADSs repurchased by the Company. Class A Ordinary Shares 131,779,496
(79.533309%)
33,911,455
(20.466691%)
2,720 (-) 165,690,951 165,690,951
Class B Ordinary Shares 702,053,000
(100.000000%)
0
(0.000000%)
0 (-) 70,205,300 702,053,000
TOTAL NUMBER (CLASS A & CLASS B) 833,832,496
(96.091998%)
33,911,455
(3.908002%)
2,720 (-) 235,896,251 867,743,951
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.
6. To re-appoint PricewaterhouseCoopers as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year ending December 31, 2025. Class A Ordinary Shares 165,597,824
(99.912676%)
144,733
(0.087324%)
1,116 (-) 165,742,557 165,742,557
Class B Ordinary Shares 70,205,300
(100.000000%)
0
(0.000000%)
0 (-) 70,205,300 70,205,300
TOTAL NUMBER (CLASS A & CLASS B) 235,803,124
(99.938659%)
144,733
(0.061341%)
1,116 (-) 235,947,857 235,947,857
  The resolution has been duly passed as an ordinary resolution with a simple majority of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.

 

 4 

 

 

  NUMBER OF VOTES TOTAL TOTAL
SPECIAL RESOLUTION CAST AND PERCENTAGE (%) NUMBER OF
VOTING SHARES
NUMBER OF
VOTES CAST
  FOR AGAINST ABSTAIN1
7. The Memorandum and Articles of Association be amended and restated by their deletion in their entirety and by the substitution in their place of the Amended Memorandum and Articles in the form as set out in Appendix III to the Circular, and THAT the Board be authorized to deal with on behalf of the Company the relevant filing and amendments (where necessary) procedures and other related issues arising from the amendments to the Memorandum and Articles. Class A Ordinary Shares 165,589,341
(99.914001%)
142,528
(0.085999%)
10,804 (-) 165,731,869 165,731,869
Class B Ordinary Shares 70,205,300
(100.000000%)
0
(0.000000%)
0 (-) 70,205,300 70,205,300
TOTAL NUMBER (CLASS A & CLASS B) 235,794,641
(99.939591%)
142,528
(0.060409%)
10,804 (-) 235,937,169 235,937,169
  The resolution has been duly passed as a special resolution with over three-fourths of valid votes held by Shareholders (including proxies) attending the AGM cast in favour thereof.

 

1According to the laws of the Cayman Islands, the Shares in abstention shall not be counted as votes cast at the AGM.

 

The Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the AGM.

 

All Directors of the Company, namely Mr. WANG Xueji, Mr. CHEN Liaohan, Mr. YANG Yi, Ms. ZHANG Yan, Mr. HUANG Sidney Xuande, Mr. QIU Changheng, Mr. KUOK Meng Xiong (alias GUO Mengxiong) and Mr. YIP Pak Tung Jason attended the AGM, either in person or via electronic means.

 

Treasury shares, if any and registered under the name of the Company, shall have no voting rights at the general meeting(s) of the Company. For the avoidance of doubt, for the purpose of the Listing Rules, the Company shall, upon depositing any treasury shares in the CCASS, abstain from voting at any of its general meeting(s) in relation to those shares.

 

  By order of the Board
  Tuya Inc.
  WANG Xueji
  Chairman

 

Hong Kong, June 19, 2025

 

As at the date of this announcement, the Board comprises Mr. WANG Xueji, Mr. CHEN Liaohan, Mr. YANG Yi and Ms. ZHANG Yan as the executive Directors; and Mr. HUANG Sidney Xuande, Mr. QIU Changheng, Mr. KUOK Meng Xiong (alias GUO Mengxiong) and Mr. YIP Pak Tung Jason as the independent non-executive Directors.

 

 5