Pony AI Inc. (PONY-W, 02026) disclosed an extensive set of waivers and exemptions granted by Hong Kong Exchanges and Clearing Limited for its planned dual primary listing on the Main Board.
Key points disclosed in the company information sheet dated 2 April 2026 are as follows:
1. Weighted Voting Rights (WVR) • Co-founders Dr. Jun Peng and Dr. Tiancheng Lou, through 81.09 million Class B shares and 0.11 million Class A shares, will control 70.09 % of total voting power at listing. • Supporting shareholders collectively hold 117.56 million Class A shares, or 10.16 % of total votes, while the depositary for ADSs holds 110.87 million Class A shares, or 9.58 % of votes. • All Class B shares convert 1:1 into Class A shares upon events such as a co-founder’s departure from the board, death or transfer to a non-affiliate. No additional Class B shares will be issued after listing.
2. Articles of Association • The company’s current articles do not fully comply with Appendix A1 or Chapter 8A of the Listing Rules. • A post-listing general meeting will be convened within six months of listing to adopt unmet provisions, with undertakings from the co-founders and 13 supporting shareholders to vote in favour.
3. Management Presence • A waiver from Listing Rule 8.12 was granted as the group’s senior management is based in mainland China. Two authorised representatives—Dr. Peng and joint company secretary Mr. Raphael Ng—will serve as the primary communication channel with the exchange.
4. Joint Company Secretaries • Mr. Tian Gao, who lacks HKCGI qualifications, will serve alongside qualified joint company secretary Mr. Ng for an initial three-year period under a waiver from Rules 3.28 and 8.17.
5. Financial Reporting • The issuer secured permission to continue using US GAAP, subject to providing audited IFRS reconciliation statements in all periodic filings and adopting HKFRS/IFRS if it ceases US listing.
6. Dealings Prior to Listing • A targeted waiver to Rule 9.09(b) allows specified insiders—including directors, senior management and certain substantial shareholders—to maintain trades under pre-existing Rule 10b5-1 plans or share-pledge financing during the four business-day blackout before listing.
7. Share Subscriptions and Employee Equity • Existing shareholders holding less than 5 % voting rights may participate in the IPO without separate consent, and the 2016 Share Plan received exemptions from detailed disclosure of individual awards. • A separate waiver permits options under the forthcoming 2026 Share Scheme, linked to ADS prices on Nasdaq, to use a U.S. dollar-denominated exercise price rather than Hong Kong market references.
8. Corporate Governance Enhancements • Nomination and Corporate Governance Committees, each led exclusively by independent non-executive directors, will oversee board composition, WVR compliance and shareholder engagement. • A Compliance Adviser will be retained on a permanent basis post-listing.
9. Public Float and Quorum • The company will maintain at least 10 % of voting rights with non-WVR shareholders and lower the general meeting quorum requirement to 10 % of voting shares on a one-share-one-vote basis.
The granted waivers enable Pony AI to list in Hong Kong while preserving its existing U.S. governance framework, including WVR and US GAAP reporting, subject to the implementation timetable and ongoing compliance undertakings.
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