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HSAI

Hesai Group

June 27, 2026 • Author: Phil Ratcliff • HSAI
Item Proposal Vote
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 31 December 2025. ✓ For
2a.1 To re-elect Dr. Yifan Li as an executive Director ✗ Against
2a.2 To re-elect Mr. Jia Ren as an independent non-executive Director ✓ For
2a.3 To re-elect Dr. Hui Wang as an independent non-executive Director ✓ For
2b To authorize the board of Directors (the “Board”) to fix the remuneration of the Directors. ✓ For
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. ✓ For
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. ✓ For
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. ✓ For
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. ✓ For
7 Subject to and conditional upon (i) the Hong Kong Stock Exchange’s listing approval, 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, 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. ✓ For
Attachments
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HSAI_PROXY_STATEMENT.pdf 0.1 MB
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HSAI_2025_Annual_Report.pdf 2.3 MB
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