Hesai Group has published its Third Amended and Restated Memorandum and Articles of Association, adopted by a Special Resolution on March 3, 2026 and taking effect the same day. The authorized share capital is set at US$100,000, divided into 1,000,000,000 shares of US$0.0001 par value each. Within this total, 50,000,000 shares are designated as Class A ordinary shares and 950,000,000 shares as Class B ordinary shares.
Under the new structure, each Class A ordinary share confers ten votes per share, while each Class B ordinary share confers one vote. The document specifies conditions under which Class A ordinary shares may be automatically converted into Class B ordinary shares, including circumstances related to a holder’s death or a holder ceasing to qualify as a Director. Additionally, no new Class A ordinary shares will be issued, except in the limited circumstances outlined in the Articles.
The amended Memorandum and Articles of Association also cover governance matters, including detailed procedures for general meetings of shareholders, requirements for the formation of a Nomination Committee and a Corporate Governance Committee, as well as provisions related to the appointment of a Compliance Adviser. These committees have defined duties such as reviewing the board’s composition, monitoring potential conflicts of interest, and evaluating compliance with regulatory requirements.
The document further affirms that Hesai Group is registered under the Companies Act of the Cayman Islands and states that, if the company were to be wound up, any assets or losses would be distributed in proportion to shareholders’ paid-up shares. Overall, this announcement formalizes the company’s capital structure, corporate governance practices, and procedural rules for future operations.
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