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.
Hesai Group
禾 賽 科 技 *
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(HKEX Stock Code: 2525)
(NASDAQ Stock Ticker: HSAI)
POLL RESULTS OF THE ANNUAL GENERAL MEETING
HELD ON JUNE 26, 2026
References are made to the circular (the “Circular”) and notice (the “Notice”) of the annual general meeting (the “AGM”) of Hesai Group (the “Company”) each dated May 26, 2026. 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.
POLL RESULTS OF THE AGM
The board of directors of the Company (the “Board”) is pleased to announce that the AGM was held at No. 28, Ciyun Road, Yangcheng Lake Peninsula, Weiting Town, Suzhou Industrial Park, Jiangsu Province, the People’s Republic of China on Friday, June 26, 2026 at 1:30 p.m.(Beijing time).
All resolutions proposed at the AGM have been duly passed as ordinary resolutions. As of the Share Record Date, the total number of issued Shares was 157,142,211 Shares, comprising 26,998,861 Class A Ordinary Shares and 130,143,350 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 157,142,211 Shares, comprising 26,998,861 Class A Ordinary Shares and 130,143,350 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) no repurchased Shares which are pending cancellation and should be excluded from the total number of issued Shares for the purpose of the AGM.
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Treasury shares, if any, 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.
According to the Company’s third amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”):
| (i) | with regard to the resolutions numbered 1, 2(a)(i), 2(b), 4, 5, 6 and 7, each Class A Ordinary Share shall entitle its holder to ten votes and each Class B Ordinary Share shall entitle its holder to one vote on a poll at the AGM; and |
| (ii) | with regard to the resolutions numbered 2(a)(ii), 2(a)(iii) and 3, each Class A Ordinary Share shall entitle its holder to one vote and each Class B Ordinary Share shall entitle its holder to one vote on a poll at the AGM. |
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 CAST AND PERCENTAGE (%) |
TOTAL NUMBER |
TOTAL | ||||||
| OF | NUMBER | |||||||
| ORDINARY RESOLUTIONS | VOTING | OF VOTES | ||||||
| FOR | AGAINST | ABSTAIN1 | SHARES | CAST | ||||
| 1. | To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Director(s)”) and auditors of the Company for the year ended 31December 2025. | Class A | 269,988,610 | – | – | 26,998,861 | 269,988,610 | |
| Ordinary | (100.0000%) | (0.0000%) | (–) | |||||
| Shares | ||||||||
| Class B | 92,336,071 | 10,722 | 321,341 | 92,346,793 | 92,346,793 | |||
| Ordinary | (99.9884%) | (0.0116%) | (–) | |||||
| Shares | ||||||||
| TOTAL | 362,324,681 | 10,722 | 321,341 | 119,345,654 | 362,335,403 | |||
| NUMBER | (99.9970%) | (0.0030%) | (–) | |||||
| (CLASS A & | ||||||||
| CLASS B) | ||||||||
| 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. | ||||||||
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| NUMBER
OF VOTES CAST AND PERCENTAGE (%) |
TOTAL NUMBER |
TOTAL | ||||||
| OF | NUMBER | |||||||
| ORDINARY RESOLUTIONS | VOTING | OF VOTES | ||||||
| FOR | AGAINST | ABSTAIN1 | SHARES | CAST | ||||
| 2. | (a) (i) To re-elect Dr. Yifan Li as an executive Director. | Class A | 269,988,610 | – | – | 26,998,861 | 269,988,610 | |
| Ordinary | (100.0000%) | (0.0000%) | (–) | |||||
| Shares | ||||||||
| Class B | 82,391,946 | 9,974,747 | 301,441 | 92,366,693 | 92,366,693 | |||
| Ordinary | (89.2009%) | (10.7991%) | (–) | |||||
| Shares | ||||||||
| TOTAL | 352,380,556 | 9,974,747 | 301,441 | 119,365,554 | 362,355,303 | |||
| NUMBER | (97.2472%) | (2.7528%) | (–) | |||||
| (CLASS A & | ||||||||
| CLASS B) | ||||||||
| 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. | ||||||||
| (a) (ii) To re-elect Mr. Jia Ren as an independent non-executive Director. | Class A | 26,998,861 | – | – | 26,998,861 | 26,998,861 | ||
| Ordinary | (100.0000%) | (0.0000%) | (–) | |||||
| Shares | ||||||||
| Class B | 91,265,603 | 1,099,229 | 303,302 | 92,364,832 | 92,364,832 | |||
| Ordinary | (98.8099%) | (1.1901%) | (–) | |||||
| Shares | ||||||||
| TOTAL | 118,264,464 | 1,099,229 | 303,302 | 119,363,693 | 119,363,693 | |||
| NUMBER | (99.0791%) | (0.9209%) | (–) | |||||
| (CLASS A & | ||||||||
| CLASS B) | ||||||||
| 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. | ||||||||
| (a) (iii) To re-elect Dr. Hui Wang as an independent non-executive Director. | Class A | 26,998,861 | – | – | 26,998,861 | 26,998,861 | ||
| Ordinary | (100.0000%) | (0.0000%) | (–) | |||||
| Shares | ||||||||
| Class B | 91,895,646 | 469,566 | 302,922 | 92,365,212 | 92,365,212 | |||
| Ordinary | (99.4916%) | (0.5084%) | (–) | |||||
| Shares | ||||||||
| TOTAL | 118,894,507 | 469,566 | 302,922 | 119,364,073 | 119,364,073 | |||
| NUMBER | (99.6066%) | (0.3934%) | (–) | |||||
| (CLASS A & | ||||||||
| CLASS B) | ||||||||
3
| NUMBER
OF VOTES CAST AND PERCENTAGE (%) |
TOTAL NUMBER |
TOTAL | ||||||
| OF | NUMBER | |||||||
| ORDINARY RESOLUTIONS | VOTING | OF VOTES | ||||||
| FOR | AGAINST | ABSTAIN1 | SHARES | CAST | ||||
| 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. | ||||||||
| (b) To authorize the Board to fix the remuneration of the Directors. | Class A | 269,988,610 | – | – | 26,998,861 | 269,988,610 | ||
| Ordinary | (100.0000%) | (0.0000%) | (–) | |||||
| Shares | ||||||||
| Class B | 89,806,730 | 2,555,284 | 306,120 | 92,362,014 | 92,362,014 | |||
| Ordinary | (97.2334%) | (2.7666%) | (–) | |||||
| Shares | ||||||||
| TOTAL | 359,795,340 | 2,555,284 | 306,120 | 119,360,875 | 362,350,624 | |||
| NUMBER | (99.2948%) | (0.7052%) | (–) | |||||
| (CLASS A & | ||||||||
| CLASS B) | ||||||||
| 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 re-appoint Messrs. Deloitte Touche Tohmatsu Certified Public Accountants LLP and Messrs. Deloitte Touche Tohmatsu as auditors of the Company and to authorise the Board to fix their remuneration. | Class A | 26,998,861 | – | – | 26,998,861 | 26,998,861 | |
| Ordinary | (100.0000%) | (0.0000%) | (–) | |||||
| Shares | ||||||||
| Class B | 75,164,969 | 16,276,498 | 1,226,667 | 91,441,467 | 91,441,467 | |||
| Ordinary | (82.2001%) | (17.7999%) | (–) | |||||
| Shares | ||||||||
| TOTAL | 102,163,830 | 16,276,498 | 1,226,667 | 118,440,328 | 118,440,328 | |||
| NUMBER | (86.2576%) | (13.7424%) | (–) | |||||
| (CLASS A & | ||||||||
| CLASS B) | ||||||||
| 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. | To grant a general mandate to the Directors to allot, issue and deal with Class B Ordinary Shares and/or ADSs (as defined in the Circular) (including any sale or transfer of treasury shares) not exceeding 10% of the total number of issued Shares of the Company (excluding any treasury shares) as at the date of passing of this resolution. | Class A | 269,988,610 | – | – | 26,998,861 | 269,988,610 | |
| Ordinary | (100.0000%) | (0.0000%) | (–) | |||||
| Shares | ||||||||
| Class B | 59,249,042 | 33,157,911 | 261,181 | 92,406,953 | 92,406,953 | |||
| Ordinary | (64.1175%) | (35.8825%) | (–) | |||||
| Shares | ||||||||
| TOTAL | 329,237,652 | 33,157,911 | 261,181 | 119,405,814 | 362,395,563 | |||
| NUMBER | (90.8504%) | (9.1496%) | (–) | |||||
| (CLASS A & | ||||||||
| CLASS B) | ||||||||
| 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 CAST AND PERCENTAGE (%) |
TOTAL NUMBER |
TOTAL | ||||||
| OF | NUMBER | |||||||
| ORDINARY RESOLUTIONS | VOTING | OF VOTES | ||||||
| FOR | AGAINST | ABSTAIN1 | SHARES | CAST | ||||
| 5. | To grant a general mandate to the Directors to repurchase Class B Ordinary Shares and/ or ADSs of the Company not exceeding 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution. | Class A | 269,988,610 | – | – | 26,998,861 | 269,988,610 | |
| Ordinary | (100.0000%) | (0.0000%) | (–) | |||||
| Shares | ||||||||
| Class B | 91,858,051 | 555,123 | 254,960 | 92,413,174 | 92,413,174 | |||
| Ordinary | (99.3993%) | (0.6007%) | (–) | |||||
| Shares | ||||||||
| TOTAL | 361,846,661 | 555,123 | 254,960 | 119,412,035 | 362,401,784 | |||
| NUMBER | (99.8468%) | (0.1532%) | (–) | |||||
| (CLASS A & | ||||||||
| CLASS B) | ||||||||
| 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 extend the general mandate granted to the Directors to allot, issue and deal with additional Class B Ordinary Shares and/or ADSs (including any sale and/or transfer of Class B Ordinary Shares out of treasury that are held as treasury shares) by the number of Class B Ordinary Shares and/or Class B Ordinary Shares underlying ADSs of repurchased by the Company. | Class A | 269,988,610 | – | – | 26,998,861 | 269,988,610 | |
| Ordinary | (100.0000%) | (0.0000%) | (–) | |||||
| Shares | ||||||||
| Class B | 59,658,970 | 32,752,419 | 256,745 | 92,411,389 | 92,411,389 | |||
| Ordinary | (64.5580%) | (35.4420%) | (–) | |||||
| Shares | ||||||||
| TOTAL | 329,647,580 | 32,752,419 | 256,745 | 119,410,250 | 362,399,999 | |||
| NUMBER | (90.9624%) | (9.0376%) | (–) | |||||
| (CLASS A & | ||||||||
| CLASS B) | ||||||||
| 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
| NUMBER
OF VOTES CAST AND PERCENTAGE (%) |
TOTAL NUMBER |
TOTAL | ||||||
| OF | NUMBER | |||||||
| ORDINARY RESOLUTIONS | VOTING | OF VOTES | ||||||
| FOR | AGAINST | ABSTAIN1 | SHARES | CAST | ||||
| 7. | Subject to and conditional upon (i) the Hong Kong Stock Exchange granting the listing of, and permission to deal in, (a) the Subdivided Class B Ordinary Sharees, (b) any Subdivided Class B Ordinary Shares which may be issued upon exercise of the share options and share awards granted and to be granted under the 2021 Plan; and (ii) the compliance with the requirements from NASDAQ and the Listing Rules to effect the Share Subdivision (as defined below), each of the issued and unissued Ordinary Shares of par value of US$0.0001 each be and is hereby subdivided into eight (8) Ordinary Shares of par value of US$0.0000125 each (“Subdivided Shares”), and such Subdivided Shares shall rank pari passu in all respects with each other in accordance with the Memorandum and Articles of Association and have the same rights and privileges and be subject to the same restriction as the Shares in issue prior to the Share Subdivision (save for the voting rights and conversion rights in relation to the Subdivided Class A Ordinary Shares as set out in the Memorandum and Articles of Association), after all relevant conditions have been met, being a day on which the Hong Kong Stock Exchange is open for business of dealing in securities (the “Share Subdivision”), such that after the Share Subdivision, the authorized share capital of the Company be changed from US$100,000 divided into 1,000,000,000 shares of a par value of US$0.0001 each, comprising (i) 50,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, and (ii) 950,000,000 Class B Ordinary Shares of a par value of US$0.0001 each to US$100,000 divided into 8,000,000,000 Ordinary Shares of a par value of US$0.0000125 each, comprising (i) 400,000,000 Subdivided Class A Ordinary Shares of a par value of US$0.0000125 each, | Class A | 269,988,610 | – | – | 26,998,861 | 269,988,610 | |
| Ordinary | (100.0000%) | (0.0000%) | (–) | |||||
| Shares | ||||||||
6
| NUMBER
OF VOTES CAST AND PERCENTAGE (%) |
TOTAL NUMBER |
TOTAL | ||||||
| OF | NUMBER | |||||||
| ORDINARY RESOLUTIONS | VOTING | OF VOTES | ||||||
| FOR | AGAINST | ABSTAIN1 | SHARES | CAST | ||||
| and (ii) 7,600,000,000 Subdivided Class B Ordinary Shares of a par value of US$0.0000125 each, and that any Director be and is hereby authorized for and on behalf of the Company to execute and deliver all such documents, instruments and agreements and to do all such acts or things deemed by such Director in his/her absolute discretion to be incidental to, ancillary to or in connection with the matters contemplated in and/or for implementation of the Share Subdivision including but not limited to, arranging for necessary filings in the Cayman Islands, NASDAQ and Hong Kong, arranging to update the register of member of the Company and cancelling any Existing Share Certificates and issuing Subdivided Share Certificates to holders of the existing Shares pursuant to the Share Subdivision. | Class B | 92,226,997 | 136,798 | 304,339 | 92,363,795 | 92,363,795 | ||
| Ordinary | (99.8519%) | (0.1481%) | (–) | |||||
| Shares | ||||||||
| TOTAL | 362,215,607 | 136,798 | 304,339 | 119,362,656 | 362,352,405 | |||
| NUMBER | (99.9622%) | (0.0378%) | (–) | |||||
| (CLASS A & | ||||||||
| CLASS B) | ||||||||
| 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. | ||||||||
The Company’s share registrar in Hong Kong, Tricor Investor Services Limited, acted as the scrutineer for the vote-taking at the AGM.
The following Directors attended the AGM in person or via electronic means: Dr. Yifan Li, Dr. Kai Sun, Mr. Shaoqing Xiang, Ms. Cailian Yang, Ms. Yi Zhang, Mr. Jia Ren and Dr. Hui Wang.
UPDATE ON THE SHARE SUBDIVISION
The Board is pleased to announce that, subsequent to the passing of the Shareholders’ resolutions in relation to the Share Subdivision, subject to certain conditions as set out in the section headed “Conditions of the Share Subdivision” in the Circular (including the granting of the listing approval by the Hong Kong Stock Exchange), the Share Subdivision will become effective on Friday, July 10, 2026 and dealings in the Subdivided Class B Ordinary Shares will commence at 9:00 a.m. on Friday, July 10, 2026.
Please refer to the Circular for further details of, among others, the trading arrangement, the arrangement for free exchange of share certificates and matching services for odd lots of the Subdivided Class B Ordinary Shares in connection with the Share Subdivision. Shareholders should note that upon the Share Subdivision becoming effective, the new share certificates of the Subdivided Class B Ordinary Shares will be issued in yellow colour.
7
The Company will make further announcement(s) to keep Shareholders informed regarding the Share Subdivision as and when appropriate.
| By order of the Board | |
| Hesai Group | |
| Dr. Yifan Li | |
| Chairman of the Board, Executive Director and Chief Executive Officer |
Hong Kong, June 26, 2026
As at the date of this announcement, the Board comprises: (i) Dr. Yifan Li, Dr. Kai Sun, Mr. Shaoqing Xiang and Ms. Cailian Yang as the executive Directors; and (ii) Ms. Yi Zhang, Mr. Jia Ren and Dr. Hui Wang as the independent non-executive Directors.
* For identification purpose only
8