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Hesai Group (NASDAQ: HSAI) AGM approves 8-for-1 share split and 10% mandates

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6-K

Rhea-AI Filing Summary

Hesai Group reports that shareholders at its annual general meeting approved all resolutions, including routine business matters and several capital management authorities. Shareholders re-elected directors, re-appointed Deloitte as auditor, and granted the board general mandates to issue and repurchase up to 10% of issued shares.

They also approved an eight‑for‑one share subdivision, reducing par value per share while keeping total share capital unchanged. The subdivision, which increases the number of Class A and Class B shares, will take effect on July 10, 2026, subject to Hong Kong Stock Exchange and NASDAQ-related conditions.

Positive

  • None.

Negative

  • None.
Shares entitled to vote 157,142,211 shares Issued shares as of the Share Record Date
Class A Ordinary Shares 26,998,861 shares Part of total issued shares entitled to vote
Class B Ordinary Shares 130,143,350 shares Part of total issued shares entitled to vote
General issue mandate size 10% of issued shares Authority to issue Class B shares/ADSs excluding treasury shares
Repurchase mandate size 10% of issued shares Authority to repurchase Class B shares/ADSs excluding treasury shares
Share subdivision ratio 8-for-1 Each share of US$0.0001 split into eight of US$0.0000125
Authorized share capital US$100,000 Remains US$100,000 before and after subdivision
Authorized shares after split 8,000,000,000 shares 400,000,000 Class A and 7,600,000,000 Class B subdivided shares
Share Subdivision financial
"the Share Subdivision will become effective on Friday, July 10, 2026"
A share subdivision, often called a stock split, increases the number of a company's shares by dividing existing shares into smaller pieces so each shareholder keeps the same ownership proportion. It matters to investors because it makes individual shares cheaper and can boost trading ease and liquidity—like cutting a pizza into more slices so each piece is smaller but the whole pizza remains the same—though it does not change the company's total value.
general mandate financial
"To grant a general mandate to the Directors to allot, issue and deal with Class B Ordinary Shares"
A general mandate is a broad authorization shareholders give a company’s board to take routine capital actions—such as issuing new shares, buying back stock, or changing share capital—without needing a separate vote each time. It matters to investors because it lets management react quickly to opportunities or risks, like raising money or defending against takeovers; think of it as a standing permission slip that speeds decisions but should be monitored to avoid unexpected dilution.
treasury shares financial
"not exceeding 10% of the total number of issued Shares of the Company (excluding any treasury shares)"
Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.
weighted voting rights financial
"A company controlled through weighted voting rights and incorporated in the Cayman Islands"
A system where some shares carry more voting power than others so certain owners can control corporate decisions with fewer shares. Think of it like tickets to a meeting where some tickets count for five votes and others for one: it lets founders or insiders steer strategy and board picks even if they don't own most of the stock. For investors this affects corporate governance, the protection of minority shareholders, and how much influence public holders have over major decisions.
Subdivided Class B Ordinary Shares financial
"dealings in the Subdivided Class B Ordinary Shares will commence at 9:00 a.m."
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Form 6-K: How Foreign Companies Report to the SEC →

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER 

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER 

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2026

 

 

 

Commission File Number: 001-41611

 

 

 

Hesai Group

 

10th Floor, Building A 

No. 658 Zhaohua Road, Changning District 

Shanghai 200050 

People’s Republic of China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x     Form 40-F ¨

 

 

 

 

 

 

Exhibit Index

 

99.1 Announcement – Poll Results of the Annual General Meeting Held on June 26, 2026

  

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Hesai Group
      
  By: /s/ Yifan Li 
  Name: Yifan Li 
  Title: Chief Executive Officer

 

Date:June 26, 2026

 

 

 

 

Exhibit 99.1

 

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.

 

1

 

 

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.  
                 

 

2

 

 

      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

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Hesai Group (HSAI) shareholders approve at the June 2026 AGM?

Shareholders approved all AGM resolutions, including re-election of directors, re-appointment of Deloitte as auditor, 10% general issue and repurchase mandates, and an eight-for-one share subdivision, subject to regulatory conditions, to adjust share structure without changing total share capital.

How many Hesai Group (HSAI) shares were entitled to vote at the AGM?

A total of 157,142,211 shares were entitled to vote, comprising 26,998,861 Class A Ordinary Shares and 130,143,350 Class B Ordinary Shares. No treasury or repurchased shares were excluded from this total for AGM voting purposes.

What is the Hesai Group (HSAI) share subdivision approved at the AGM?

The share subdivision splits each existing ordinary share of par value US$0.0001 into eight shares of par value US$0.0000125. This increases authorized shares to 8,000,000,000 while keeping total authorized capital at US$100,000 and preserves economic rights per holding.

When will Hesai Group’s (HSAI) share subdivision become effective?

The share subdivision is expected to become effective on Friday, July 10, 2026, after conditions are met, including listing approval from the Hong Kong Stock Exchange. Dealings in the subdivided Class B Ordinary Shares will commence at 9:00 a.m. that day.

What issuance and repurchase powers did Hesai Group (HSAI) shareholders grant the board?

Shareholders granted a general mandate to issue, allot and deal with Class B Ordinary Shares and/or ADSs up to 10% of issued shares, and a separate mandate to repurchase up to 10%, both excluding treasury shares, providing additional capital management flexibility.

Were there significant votes against any Hesai Group (HSAI) AGM resolutions?

All resolutions passed with simple majorities, though some drew notable opposition. For example, the general share issue mandate received 33,157,911 Class B votes against, and the auditor re-appointment saw 16,276,498 Class B votes against, but both remained comfortably approved overall.

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