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Hesai Group (NASDAQ: HSAI) sets RMB100m Sharpa supply cap and grants 785k RSUs

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Rhea-AI Filing Summary

Hesai Group reported two main developments. The company granted an aggregate of 785,356 restricted share unit awards, representing the same number of Class B ordinary shares, to four directors and 70 employees under its 2021 equity incentive plan, following approval by independent directors within Hong Kong Listing Rules limits.

Separately, Hesai entered into a Supply of Products Framework Agreement with Sharpa, under which it will supply LiDAR products and robotic actuators from March 25, 2026 to December 31, 2026, with an annual transaction cap of RMB100 million. Sharpa is a connected person as the co-founders collectively hold majority voting rights, so these continuing transactions are subject to reporting, annual review and announcement requirements but are exempt from circular and independent shareholder approval.

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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 March 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—Grant of Awards

99.2 Announcement—Continuing Connected Transactions with Sharpa

 

 

 

 

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: March 25, 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*

(the “Company”)

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

(HKEX Stock Code: 2525)

(NASDAQ Stock Ticker: HSAI)

 

GRANT OF AWARDS

 

This announcement is made by the Company pursuant to Rules 17.06A, 17.06B and 17.06C of the Listing Rules.

 

On March 25, 2026, the Company granted an aggregate of 785,356 awards in the form of RSUs (the “Awards”) (representing the same number of Class B Ordinary Shares) to four Directors (the “Director Grants”) and 70 employees of the Group (the “Employee Grants”, together with the Director Grants, the “Grants”) under the 2021 Plan, subject to respective acceptance by the Grantees. The Grants are subject to the terms and conditions of the 2021 Plan and the award agreements entered into or to be entered into between the Company and each of the Grantees.

 

DETAILS OF THE GRANTS

 

Date of the Grants : March 25, 2026.

 

Grantees : Dr. Yifan Li (“Dr. Li”), the chairman of the Board, an executive Director, a co-founder, the chief executive officer and a WVR Beneficiary;

 

  Dr. Kai Sun (“Dr. Sun”), an executive Director, a co-founder, the chief scientist and a WVR Beneficiary;

 

  Mr. Shaoqing Xiang (“Mr. Xiang”), an executive Director, a co- founder, the chief technology officer and a WVR Beneficiary;

 

  Dr. Hui Wang (“Dr. Wang”), an independent non-executive Director; and

 

  70 employees of the Group, all of whom are eligible participants pursuant to the 2021 Plan.

 

1 

 

 

Number of Awards granted : A total of 785,356 RSUs representing 785,356 underlying Class B Ordinary Shares, of which:

 

(i)157,000 RSUs were granted to Dr. Li;

 

(ii)157,000 RSUs were granted to Dr. Sun;

 

(iii)157,000 RSUs were granted to Mr. Xiang;

 

(iv)6,565 RSUs were granted to Dr. Wang; and

 

(v)307,791 RSUs were granted to 70 employees of the Group.

 

Aggregate number of Class B Ordinary Shares underlying the Awards : 785,356.

 

Purchase price of the Awards : Nil.

 

Market price of the Class B Ordinary Shares : HK$178.20 per Class B Ordinary Share, for Class B Ordinary Shares traded on the Stock Exchange on March 24, 2026 (Hong Kong Time), being the business day immediately preceding the date of the Grants.

 

Vesting period : In respect of the Director Grants to each of Dr. Li, Dr. Sun and Mr. Xiang, the Awards shall vest over 48 months in four equal portions.

 

  In respect of the Director Grants to Dr. Wang, the Awards shall vest over three years in three equal portions on (i) the first anniversary of the vesting commencement date as specified in the award agreement, (ii) the second anniversary of Dr. Wang’s appointment as an independent non-executive Director and (iii) the day before the third anniversary of such appointment, respectively, subject to Dr. Wang’s continued directorship with the Company on such vesting dates.

 

  In respect of the Employee Grants to the 70 employees of the Group, the total vesting period (i.e., the period between the vesting commencement dates as specified in the award agreements and the last vesting dates) is 48 months.

 

2 

 

 

  Pursuant to the 2021 Plan, the vesting period for any RSU granted shall not be less than 12 months from the date of grant, unless otherwise decided by the Board, a committee of the Board and/ or one or more authorized executive officers of the Company, subject to the Listing Rules. As certain Employee Grants to the 70 employees were delayed due to administrative reasons, the periods between the date of such Employee Grants and the first vesting dates of such Employee Grants are less than 12 months to reflect the time from which the Awards would have been granted as permitted by the 2021 Plan. Nevertheless, these Awards have a mixed or accelerated vesting schedule and will be vested over 48 months. As such, the Compensation Committee considers that such arrangements (i) are appropriate for retaining, incentivizing and rewarding those employees, as well as encouraging them to continuously contribute to the operations, development and long-term success and growth of the Company, (ii) are appropriate and commercially competitive and reasonable as the majority of the Awards are subject to a longer vesting period, which will ensure that the long-term interest of the employees and the Company are aligned, and (iii) align with the purpose of the 2021 Plan.

 

Performance target : The vesting of Awards under the Grants is not subject to any performance target.

 

  In respect of the Director Grants to Dr. Li, Dr. Sun and Mr. Xiang, the Compensation Committee has considered the past performance, contributions and the importance of the roles and responsibilities of each of Dr. Li, Dr. Sun and Mr. Xiang as well as their expected contributions to the future development of the Group. The Compensation Committee is of the view that performance targets are not necessary because (i) the RSUs granted to each of Dr. Li, Dr. Sun and Mr. Xiang form part of their respective compensation package under the remuneration policy for the Directors and members of the senior management of the Company; (ii) the value of the RSUs is subject to the future market price of the Shares, which, in turn, depends on the business performance of the Group, to which Dr. Li, Dr. Sun and Mr. Xiang will directly contribute as executive Directors, co-founders and members of the senior management of the Company; and (iii) the RSUs are subject to a total vesting period of 48 months, which allows the Company to incentivize Dr. Li, Dr. Sun and Mr. Xiang to contribute to the Company’s long-term development.

 

  In respect of the Director Grants to Dr. Wang, as the relevant Awards (i) form part of the compensation stipulated in her appointment letter, and (ii) are subject to the clawback mechanism as described below, the Compensation Committee is of the view that it is not necessary to set any performance target for these Director Grants.

 

3 

 

 

  As such, the Compensation Committee believes that without additional performance target, the Director Grants to Dr. Li, Dr. Sun, Mr. Xiang and Dr. Wang could align their interests with that of the Company and the Shareholders, incentivize Dr. Li, Dr. Sun, Mr. Xiang and Dr. Wang for outstanding performance to generate superior returns to the Shareholders, which is in line with the purpose of the 2021 Plan.

 

Clawback mechanism : Upon any termination of employment or service during the applicable restriction period, Awards that are at that time unvested shall be forfeited or repurchased in accordance with the respective award agreements. In addition, if the termination of employment or service is for cause as set out in the section headed “Statutory and General Information – D. Share Incentive Plan – 1. The 2021 Plan – (i) Termination for Cause” in Appendix IV to the prospectus of the Company dated September 8, 2025, Awards that are at that time vested shall also be forfeited in accordance with the respective award agreements.

 

There are no arrangements for the Company or any of its subsidiaries to provide financial assistance to the Grantees to facilitate the purchase of the RSUs granted under the 2021 Plan.

 

LISTING RULES IMPLICATIONS

 

Pursuant to Rule 17.04(1) of the Listing Rules, the Director Grants have been approved by the independent non-executive Directors (other than Dr. Wang who abstained from voting in respect of the Director Grants to herself), and will not result in the shares of the Company issued and to be issued in respect of all awards granted to each of Dr. Li, Dr. Sun, Mr. Xiang and Dr. Wang in the 12-month period up to and including the date of such Director Grants to exceed the 0.1% limit of the total issued shares (excluding treasury shares) of the Company in aggregate for the purpose of Rules 17.04(2) and (3) of the Listing Rules.

 

In addition, the Nominating and Corporate Governance Committee has made a recommendation for the Director Grants to Dr. Li, Dr. Sun and Mr. Xiang pursuant to the note to Rule 17.04(1) of the Listing Rules.

 

The Board (including all the independent non-executive Directors but excluding Dr. Li, Dr. Sun, Mr. Xiang and Dr. Wang, who had abstained from voting on the resolution relating to their respective Director Grants) is of the view that all Grants are fair and reasonable and in the best interests of the Company and the Shareholders as a whole.

 

4 

 

 

Save as disclosed above and to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the date of the Grants, none of the other Grantees is: (i) a Director, a chief executive, a substantial shareholder of the Company or an associate of any of them; (ii) a participant with awards granted and to be granted exceeding the 1% individual limit under Rule 17.03D of the Listing Rules; or (iii) a related entity participant or service provider with awards granted and to be granted exceeding 0.1% of the total issued shares (excluding treasury shares) of the Company in any 12-month period up to and including the date of the Grants.

 

NUMBER OF CLASS B ORDINARY SHARES AVAILABLE FOR FUTURE GRANTS

 

The Awards will be satisfied using the Class B Ordinary Shares (or equivalent ADSs) issued and/ or to be issued to the Depositary for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the 2021 Plan. As at the date of this announcement and following the Grants, 13,929,231 underlying Class B Ordinary Shares remain available for future grants under the plan limit, and the consultants sublimit remains unchanged at 750,504 underlying Class B Ordinary Shares.

 

REASONS FOR GRANTS

 

The purpose of the Grants is to promote the success and enhance the value of the Company by linking the personal interests of the Grantees to those of the Shareholders and by providing such Grantees with an incentive for outstanding performance to generate superior returns to the Shareholders.

 

Dr. Li, Dr. Sun and Mr. Xiang are the co-founders and executive Directors of the Company, and currently serve as the chief executive officer, chief scientist and chief technology officer of the Company, respectively. Since co-founding the Group in 2014, each of Dr. Li, Dr. Sun and Mr. Xiang has played a pivotal and enduring leadership roles in the Group’s development through leveraging their complementary expertise across various aspects of the Group’s business. In recognition of their outstanding and continuous contributions to the Group since its inception, and with a view to retaining their continued commitment and aligning their long-term interests with those of the Company and the Shareholders, the Director Grants to Dr. Li, Dr. Sun, and Mr. Xiang as a form of long-term incentive compensation are intended to motivate them to continue driving the Group’s growth and creating long-term value for the Company and the Shareholders as a whole. In addition, the Director Grants to Dr. Li, Dr. Sun, Mr. Xiang and Dr. Wang form part of their respective compensation packages.

 

DEFINITIONS

 

In this announcement, the following expressions shall have the following meanings unless the context requires otherwise:

 

“2021 Plan” the share incentive plan of our Company adopted in June 2021, as amended from time to time

 

“ADS(s)” American Depositary Share(s), each representing one Class B Ordinary Share

 

“associate” has the meaning ascribed to it under the Listing Rules

 

5 

 

 

Board” the board of Directors

 

Class B Ordinary Share(s)” class B ordinary shares of the share capital of the Company with a par value of US$0.0001 each, conferring a holder of a Class B Ordinary Share one vote per share on any resolution tabled at the Company’s general meetings

 

“Company” Hesai Group, an exempted company with limited liability incorporated in the Cayman Islands on April 21, 2021

 

Compensation Committee” the compensation committee of the Board

 

Depositary” Deutsche Bank Trust Company Americas

 

Director(s)” the director(s) of our Company

 

“Grantee(s)” the grantee(s) being granted the RSU awards under the 2021 Plan, as set out in the section headed “Details of the Grants – Grantees” in this announcement

 

“Group” the Company and its subsidiaries

 

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

 

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

 

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

 

Nominating and Corporate Governance Committee” the nominating and corporate governance committee of the Board

 

NASDAQ” the Nasdaq Global Select Market

 

RSU(s)” restricted share unit(s)

 

“Shareholder(s)” holder(s) of the Class A ordinary shares and Class B ordinary shares of the Company

 

Stock Exchange” The Stock Exchange of Hong Kong Limited

 

substantial shareholder(s)” has the meaning ascribed to it in the Listing Rules

 

6 

 

 

treasury shares” has the meaning ascribed to it in the Listing Rules

 

“US$” U.S. dollars, the lawful currency of the United States of America

 

“WVR Beneficiary” has the meaning ascribed to it under the Listing Rules and unless the context otherwise requires, refers to Dr. Li, Dr. Sun, and Mr. Xiang, being the holders of the Class A ordinary shares of the Company, who are entitled to weighted voting rights

 

%” per cent

 

  By order of the Board
  Hesai Group
Dr. Yifan Li
  Chairman of the Board, Executive Director and Chief Executive Officer

 

Hong Kong, March 25, 2026

 

As of 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

 

7 

 

 

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.

 

 

 

Hesai Group

禾 賽 科 技 *

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

(Stock Code: 2525)

(NASDAQ Stock Ticker: HSAI)

 

CONTINUING CONNECTED TRANSACTIONS WITH SHARPA

 

SUPPLY OF PRODUCTS FRAMEWORK AGREEMENT

 

On March 25, 2026, Hesai entered into a Supply of Products Framework Agreement with Sharpa, pursuant to which, Hesai will supply LiDAR products and robotic actuators to Sharpa, from time to time during the term commencing from March 25, 2026 to December 31, 2026.

 

IMPLICATIONS UNDER THE LISTING RULES

 

As at the date of this announcement, the Co-Founders together indirectly hold majority voting rights in Sharpa. Therefore, Sharpa is a connected person of the Company pursuant to Rule 14A.07(4) of the Listing Rules. Accordingly, the transactions contemplated under the Supply of Products Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios of the Supply of Products Framework Agreement is higher than 0.1% but less than 5%, the transactions thereunder are subject to the reporting, annual review and announcement requirements, but exempt from circular (including independent financial advice) and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

 

SUPPLY OF PRODUCTS FRAMEWORK AGREEMENT

 

On March 25, 2026, Hesai entered into the Supply of Products Framework Agreement with Sharpa, pursuant to which Hesai will supply LiDAR products and robotic actuators to Sharpa from time to time during the term commencing from March 25, 2026 to December 31, 2026.

 

1 

 

 

The principal terms of the Supply of Products Framework Agreement are set out below:

 

Date of the agreement: March 25, 2026
   
Parties: (i) Hesai; and
     
  (ii) Sharpa

 

Subject matter: Pursuant to the Supply of Products Framework Agreement, Hesai will supply LiDAR products and robotic actuators to Sharpa.

 

  With respect to the supply of robotic actuators, Hesai will also provide corresponding manufacturing and support services which relate to the integration of robotic actuators into Sharpa’s dexterous hands and other embodied intelligence products, including but not limited to procurement of ancillary materials, product manufacturing and assembly, product testing, packaging and delivery, and such other related support services as may be agreed by the parties in writing.

 

  The Supply of Products Framework Agreement is a framework agreement and does not itself constitute a specific transaction document. The parties will enter into separate definitive contracts for individual transactions, setting out the scope, specifications and quantity of the products and services, as well as other terms and conditions, in accordance with the principles set forth in the Supply of Products Framework Agreement. All documents shall be entered into on a fair and reasonable basis and shall be subject to the terms of the Supply of Products Framework Agreement.

 

Term: Commencing from the date of the Supply of Products Framework Agreement and ending on December 31, 2026.

 

Pricing policy: The consideration for the products and services to be provided under the Supply of Products Framework Agreement shall be determined by the parties through arm’s length negotiations in accordance with normal commercial terms, in particular:

 

(a)the consideration for LiDAR products shall be determined based on the market price with reference to recently executed orders or invoices for the sale of the same products to Independent Third Parties, and shall be fairly adjusted based on the order size, delivery timeframe and after-sales terms, so as to ensure that the terms are no less favorable to Hesai than those offered to Independent Third Parties; and

 

2 

 

 

(b)Given the relatively high degree of customization of the robotic actuators and the limited availability of comparable products in the market, the consideration for robotic actuators shall be determined on a cost-plus basis according to:

 

(i)costs of production, including costs of procuring direct materials, manufacturing and labor and other overhead costs; and

 

(ii)agreed margin rates, which will be determined by the parties after arm’s length negotiation with reference to the median of the interquartile range of the three-year weighted average cost-plus margins of comparable companies providing similar products as stated in a transfer pricing analysis report prepared by a professional Independent Third Party.

 

(c)The consideration for the manufacturing and support services shall be determined on a cost-plus basis according to:

 

(i)costs of production, including costs of procuring direct materials, as well as manufacturing and labor costs; and

 

(ii)agreed margin rates, which will be determined by the parties after arm’s length negotiation with reference to the median of the interquartile range of the three-year weighted average cost-plus margins of comparable companies manufacturing similar products and providing similar services as stated in a transfer pricing analysis report prepared by a professional Independent Third Party.

 

Historical transaction amount and the annual cap

 

There was no historical amount for the transactions contemplated under the Supply of Products Framework Agreement. The annual cap for the transactions contemplated under the Supply of Products Framework Agreement for the year ending December 31, 2026 is RMB100 million.

 

Basis of the annual cap

 

The above annual cap for the Supply of Products Framework Agreement was determined after taking into account the factors as set out below:

 

(a)the estimated costs of production in respect of the estimated volume of products and services to be provided by Hesai to Sharpa under the Supply of Products Framework Agreement;

 

(b)the applicable margin over such estimated costs with reference to the transfer pricing analysis report prepared by a professional Independent Third Party; and

 

(c)our estimated sales volume of LiDAR products and robotic actuators, as well as the estimated scale of manufacturing and support services to be provided to Sharpa under the Supply of Products Framework Agreement.

 

3 

 

 

REASONS FOR AND BENEFITS OF THE SUPPLY OF PRODUCTS FRAMEWORK AGREEMENT

 

The Group is a global leader in LiDAR solutions, with its LiDAR products serving a broad spectrum of applications, including commercial vehicles, autonomous driving, robotics and other non-automotive industries. The Group’s commercially validated solutions are underpinned by its strong research and development capabilities and advanced in-house manufacturing expertise. Through its existing business, the Group has accumulated experience and capabilities in high-performance hardware development, precision manufacturing, quality control, reliability validation and scalable delivery.

 

The Board believes that the proposed expansion into the power module business has sound commercial rationale and is in line with the Company’s long-term development strategy. The Board considers that the Group’s existing technological, manufacturing and operational capabilities are relevant and transferable to the development, production and supply of power modules, which are core components used in robotic and intelligent systems. In broad terms, LiDAR may be seen as the “eyes” of robots, while power modules serve as the “muscles” that support actuation and movement. As such, the new business represents a measured expansion into an adjacent business area based on the Group’s existing strengths.

 

The Board is of the view that the new business will broaden the Group’s product portfolio, enhance its market positioning in adjacent business areas and may, over time, diversify the Company’s revenue base and provide an additional source of growth over the medium to long term. The Group also expects to leverage its existing manufacturing, operational and supply chain capabilities in developing the new business, which may improve resource utilization and operational efficiency.

 

Accordingly, the Board considers that the transactions contemplated under the Supply of Products Framework Agreement are in the best interests of the Company and its Shareholders as a whole.

 

DIRECTORS’ CONFIRMATION

 

Having considered the reasons above and having carried out a detailed review of the terms and conditions of the Supply of Products Framework Agreement, the Directors (including the independent non-executive Directors) consider that the Supply of Products Framework Agreement and the transactions contemplated thereunder are in the ordinary and usual course of business of the Group, on normal commercial terms, and the terms thereunder (including the annual cap) are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

 

As at the date of this announcement, each of our Co-Founders is indirectly interested in the shares of Sharpa and hence has a material interest in the relevant transactions. Therefore, they abstained from voting on the relevant Board resolutions in relation to the approval of the Supply of Products Framework Agreement.

 

IMPLICATIONS UNDER THE LISTING RULES

 

As at the date of this announcement, the Co-Founders together indirectly hold majority voting rights in Sharpa. Therefore, Sharpa is a connected person of the Company pursuant to Rule 14A.07(4) of the Listing Rules. Accordingly, the transactions contemplated under the Supply of Products Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios of the Supply of Products Framework Agreement is higher than 0.1% but less than 5%, the transactions thereunder are subject to the reporting, annual review and announcement requirements, but exempt from circular (including independent financial advice) and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

 

4 

 

 

INFORMATION OF THE GROUP AND THE PARTIES

 

The Group

 

The Group is a global leader in LiDAR solutions. The Group’s LiDAR products enable a broad spectrum of applications including passenger and commercial vehicles (“ADAS”), as well as autonomous driving vehicles and robotics and other non-automotive applications such as last-mile delivery robots and AGVs (“Robotics”). The Group seamlessly integrates its in-house manufacturing process with LiDAR R&D and design, enabling rapid product iteration while ensuring high performance, high quality and affordability. The Group’s commercially validated solutions are backed by superior R&D capabilities across optics, mechanics, and electronics. The Group has established offices in Shanghai, Palo Alto and Stuttgart, with customers spanning more than 40 countries.

 

The Parties

 

Hesai is a company incorporated in the PRC with limited liability and a subsidiary of the Company. Hesai is primarily engaged in the manufacturing and sales of LiDARs and R&D.

 

Sharpa is a company incorporated in the PRC with limited liability and is primarily engaged in the research and development of AI robotics.

 

DEFINITIONS

 

In this announcement, unless the context otherwise requires, the following expressions shall have the following respective meanings:

 

“AGV(s)” automated guided vehicle(s)

 

“associate” has the meaning ascribed to it under the Listing Rules

 

“Board” the board of Directors

 

“Co-Founder(s)” means Dr. Yifan Li, Dr. Kai Sun and Mr. Shaoqing Xiang, our executive Directors

 

“Company” Hesai Group, an exempted company with limited liability incorporated in the Cayman Islands on April 21, 2021

 

“connected person(s)” has the meaning ascribed to it under the Listing Rules

 

Director(s)” the director(s) of the Company

 

“Group” the Company and its subsidiaries

 

“Hesai” Hesai Technology Co., Ltd.* (上海禾賽科技有限公司), a limited liability company established under the laws of the PRC on October 22, 2014 and a subsidiary of the Company

 

5 

 

 

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

 

“Independent Third Party(ies)” any entity or person who is not a connected person of the Company or an associate of such person within the meaning ascribed to it under the Listing Rules

 

“LiDAR” light detection and ranging, a remote sensing method that uses light to measure the distance or range of objects

 

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time

 

PRC” the People’s Republic of China

 

R&D” research and development

 

Shareholder(s)” holder(s) of the share(s) of the Company

 

“Sharpa” Shanghai Rift Valley Intelligent Technology Co., Ltd. (上海大裂谷智能科技有限公司), a limited liability company established under the laws of the PRC on December 5, 2024, a subsidiary of Sharpa Group, an exempted company with limited liability incorporated in the Cayman Islands

 

“Stock Exchange” The Stock Exchange of Hong Kong Limited

 

“Supply of Products Framework Agreement” the supply of products framework agreement dated March 25, 2026 entered into between Hesai and Sharpa

 

“%” per cent.

 

  By order of the Board
  Hesai Group
  Dr. Yifan Li
  Chairman of the Board, Executive Director and
Chief Executive Officer

 

Hong Kong, March 25, 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

 

6 

 

FAQ

What equity awards did Hesai Group (HSAI) grant in March 2026?

Hesai Group granted 785,356 RSU awards, equal to 785,356 Class B ordinary shares, to four directors and 70 employees. The grants were made under the 2021 Plan and approved in line with Hong Kong Listing Rules limits and corporate governance procedures.

Who received the new RSU grants from Hesai Group (HSAI)?

The awards went to four directors and 70 employees of the group. Director grants for Dr. Li, Dr. Sun, Mr. Xiang and Dr. Wang form part of their compensation packages and are intended as long-term incentives aligned with shareholder interests and company performance.

What is the size and term of Hesai Group’s framework agreement with Sharpa?

Hesai entered a Supply of Products Framework Agreement with Sharpa with an annual cap of RMB100 million for 2026. The agreement runs from March 25, 2026 to December 31, 2026 and covers LiDAR products and robotic actuators supplied from time to time.

Why are transactions with Sharpa treated as connected transactions for Hesai Group (HSAI)?

Sharpa is classified as a connected person because Hesai’s co-founders together indirectly hold majority voting rights in Sharpa. As a result, supplies under the framework agreement are continuing connected transactions subject to Hong Kong reporting, review and announcement requirements.

Do Hesai’s transactions with Sharpa require independent shareholder approval?

They do not require independent shareholder approval because applicable percentage ratios are higher than 0.1% but less than 5%. Under Hong Kong Listing Rules, this level triggers reporting, annual review and announcement obligations but exempts the company from circular and independent shareholder approval.

What strategic rationale did Hesai Group give for the Sharpa agreement?

The board believes supplying LiDAR and related products supports a measured expansion into adjacent power module and robotics areas. It expects the new business to broaden Hesai’s product portfolio, leverage existing manufacturing capabilities and potentially diversify revenue over the medium to long term.

Filing Exhibits & Attachments

2 documents
Hesai Group

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