Hesai Group Announces Key Shareholder Approvals at Extraordinary General Meeting and Class Meetings

Hesai Group (HKEX: 2525, NASDAQ: HSAI), a leading technology company incorporated in the Cayman Islands and controlled through weighted voting rights, held its Extraordinary General Meeting (EGM) and Class Meetings on March 3, 2026. The company has announced the poll results, with all proposed resolutions passed, setting the stage for significant structural and governance changes that investors should closely monitor.

Key Points and Resolutions Passed

• All Resolutions Duly Passed: All resolutions at the EGM and Class Meetings were passed by the required majorities, indicating strong shareholder support for the company’s proposed actions.
• Weighted Voting Rights Structure: The company’s structure includes both Class A and Class B Ordinary Shares, with Class A shares entitling holders to ten votes per share and Class B shares to one vote per share. This voting disparity is crucial for understanding control and future governance.
• Shareholder Participation: As of the record date, there were 157,142,211 issued shares: 26,998,861 Class A Ordinary Shares and 130,143,350 Class B Ordinary Shares. Notably, no shareholders were required to abstain, and no votes against or abstentions were indicated in advance.
• Capital Structure and Treasury Shares: The company confirmed no treasury shares in issue and no repurchased shares pending cancellation, ensuring that all issued shares were entitled to vote.

Detailed Breakdown of Resolutions

Special Resolutions

1. Amendment and Restatement of Memorandum and Articles of Association
   • Purpose: Substitution with Amended Articles as detailed in the Circular.
   • Voting Outcome:
     • Class A: 100% in favor (269,988,610 votes)
     • Class B: 99.68% in favor (98,455,258 votes), 0.32% against, with minor abstentions
     • Total: 99.92% in favor across both classes
   • Significance: This marks a major governance shift and potential changes in company operations or control mechanisms.
2. Conditional Amendment (Not Applicable):
   The conditional amendment (to be triggered if the class-based resolution failed) was not voted on, as the primary class-based resolution passed in both Class A and Class B meetings.

Ordinary Resolutions

3. Re-designation of 50,000,000 Unissued, Un-designated Shares to Class B Ordinary Shares
   • Voting Outcome:
     • Class A: 100% in favor
     • Class B: 99.40% in favor, 0.60% against
     • Total: 99.84% in favor
   • Impact: Expands the pool of Class B shares, potentially affecting future capital raises and voting power distribution.
4. General Mandate to Directors to Issue Additional Class B Ordinary Shares (up to 20% of Issued Shares)
   • Voting Outcome:
     • Class A: 100% in favor
     • Class B: 66.80% in favor, 33.20% against (notable dissent)
     • Total: 91.10% in favor
   • Impact: Provides management with significant flexibility to issue new equity, which could dilute existing shareholders but also support growth or strategic investments.
5. Repurchase Mandate for Class B Ordinary Shares (up to 10% of Issued Shares)
   • Voting Outcome:
     • Class A: 100% in favor
     • Class B: 99.19% in favor, 0.81% against
     • Total: 99.78% in favor
   • Impact: Authorizes the company to conduct share buybacks, which could support the share price and signal management’s confidence in the company’s value.
6. Extension of Mandate to Issue Shares Equal to Repurchased Amount
   • Voting Outcome:
     • Class A: 100% in favor
     • Class B: 67.80% in favor, 32.20% against
     • Total: 91.37% in favor
   • Impact: Allows the company to maintain its capital base following share buybacks, supporting future flexibility in financing and corporate actions.

Class A and Class B Meetings: Class-Based Resolution

• Class A Meeting: 100% of Class A shares represented, all voted in favor of the class-based resolution to amend and restate the Memorandum and Articles.
• Class B Meeting: 72.79% of Class B shares represented, with 99.67% voting in favor, 0.33% against, and minor abstentions.

The clear and overwhelming support from both classes solidifies the company’s ability to implement structural changes as envisioned by management.

Shareholder and Market Implications

• Governance Changes: The changes to the Memorandum and Articles of Association, along with the enhanced mandates for share issuance and buybacks, could impact corporate control, future fundraising, and capital management.
• Potential Dilution: The mandate to issue up to 20% more shares and the re-designation of authorized shares may lead to equity dilution, which investors should monitor.
• Buyback Flexibility: The repurchase authorization may offer support to the share price, especially if the company is undervalued or has excess cash.
• Voting Disparity: The weighted voting rights system continues to give Class A shareholders outsized control, a factor relevant for both corporate governance risk and potential investor activism.
• Shareholder Engagement: No significant opposition was recorded, and no large shareholders indicated plans to vote against or abstain, suggesting broad alignment with management.

Directors’ Attendance and Corporate Governance

Dr. Yifan Li (Chairman, Executive Director, CEO) and Ms. Cailian Yang attended the meetings in person or electronically. Other directors were absent due to business commitments. The meeting was overseen by Tricor Investor Services Limited, ensuring transparency in vote counting.

Conclusion: Investor Takeaways

The approval of all proposed resolutions, particularly those relating to capital structure, share issuance, and buyback authorizations, represents a significant development for Hesai Group. These actions provide the company with enhanced flexibility to pursue growth opportunities, manage its capital base, and potentially return value to shareholders. However, investors should remain aware of the potential for dilution and the continued concentration of voting power among Class A shareholders. The outcomes of these meetings could influence investor sentiment and, depending on how management utilizes its new authorities, may move the company’s share price in the near term.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research or consult a financial advisor before making investment decisions. The information provided is based on official company disclosures and may be subject to change.

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