HSAI 6-K

Hesai Group (HSAI)

6-K 2026-01-26 For: 2026-01-26

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Added on April 07, 2026

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99.1	Press Release — Hesai Group to Hold Extraordinary General Meeting on March 3, 2026
99.2	Circular
99.3	Notice of Extraordinary General Meeting
99.4	Notice of Class A Meeting
99.5	Notice of Class B Meeting
99.6	Form of Proxy for Extraordinary General Meeting
99.7	Form of Proxy for Class A Meeting
99.8	Form of Proxy for Class B Meeting

Hesai Group

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

			Pages

DEFINITIONS			1

LETTER FROM THE BOARD			6

	1.	Introduction	6
	2.	Proposed Re-designation of the Authorized Share Capital	7
	3.	Proposed Amendment of the Memorandum and Articles of Association	7
	4.	Proposed Grant of General Mandate to Issue Shares and/or ADSs	14
	5.	Proposed Grant of General Mandate to Repurchase Shares and/or ADSs	15
	6.	The EGM, Class Meetings and Proxy Arrangement	16
	7.	Recommendations	17
	8.	Further Information	17

APPENDIX I		THE AMENDED ARTICLES.	I-1

	Part A.	The Amended Articles if the Class-based Resolution and the Non-class-based Resolution are both approved	I-1

	Part B.	The Amended Articles if the Class-based Resolution is not approved and the Non-class-based Resolution is approved.	I-59

APPENDIX II		EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE	II-1

NOTICE OF THE EXTRAORDINARY GENERAL MEETING			EGM-1

NOTICE OF THE CLASS A MEETING			A-1

NOTICE OF THE CLASS B MEETING			B-1

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

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

“ADS Record Date”		February 2, 2026 (New York time)

“Amended Articles”		the proposed third amended and restated memorandum and articles of association of the Company, the forms of which, marked to show the amendments proposed to be made to the Articles, are set out in Appendix I to this circular

“Articles” or “Articles of Association”		the second amended and restated articles of association of the Company adopted by a special resolutions of the shareholders of the Company on January 28, 2023 and effective on February 13, 2023, a summary of which is set out in “Summary of the Constitution of the Company and Cayman Company Law” in Appendix III to the Prospectus

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

“Board”		the board of Directors

“CCASS”		Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system

“China” or “PRC”		the People’s Republic of China, and for the purposes of this document only, except where the context requires otherwise, excluding Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and Taiwan

“Class A Meeting”		the class meeting of the holders of the Class A Ordinary Shares to be convened on March 3, 2026 at 1:30 p.m. (Beijing time) to consider and, if thought fit, approve, a number of proposed amendments to the Memorandum and the Articles

“Class A Ordinary Share(s)”		class A ordinary shares of the share capital of the Company with a par value of US$0.0001 each, conferring weighted voting rights in the Company such that a holder of a Class A Ordinary Share is entitled to ten votes per Share on any resolution tabled at the Company’s general meeting, save for resolutions with respect to any Reserved Matters, in which case they shall be entitled to one vote per Share

“Class B Meeting”		the class meeting of the holders of the Class B Ordinary Shares to be convened on March 3, 2026 at 2:00 p.m. (Beijing time), or shortly after the Class A Meeting is concluded, to consider and, if thought fit, approve, a number of proposed amendments to the Memorandum and the Articles

“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 (save for any treasury share, the holders of which have no voting rights at the Company’s general meeting)

“Class-based Resolution”		a resolution to incorporate into the Articles Rules 8A.09, 8A.13, 8A.14, 8A.15, 8A.16, 8A.17, 8A.18(1), 8A.18(2), 8A.19, 8A.22, 8A.23 and 8A.24 of the Hong Kong Listing Rules

“Class Meetings”		Class A Meeting and Class B Meeting

“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

“Depositary”		Deutsche Bank Trust Company Americas, the depositary of our ADSs

“Directors”		the director(s) of the Company from time to time

“EGM”		the extraordinary general meeting of the Company to be convened on March 3, 2026 at 3:00 p.m. (Beijing time), or shortly after the Class B Meeting is concluded, to consider and, if thought fit, approve, among other things, the proposed re-designation of the authorized share capital of the Company, the proposed amendment of the Memorandum and the Articles, the Issuance and Resale Mandate and the Repurchase Mandate

“Group”		the Company, its subsidiaries and its consolidated affiliated entities from time to time

“HKSCC”		The Hong Kong Securities Clearing Company Limited

“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

“Issuance and Resale Mandate”		a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Class B Ordinary Shares and/or Class B Ordinary Shares underlying ADSs (including any sale or transfer of treasury shares) not exceeding 20% of the total number of issued Shares (excluding any treasury shares) as of the date of passing of the relevant ordinary resolution

“Latest Practicable Date”		January 20, 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Listing”		the listing of the Class B Ordinary Shares on the Main Board of the Stock Exchange on September 16, 2025

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

“Memorandum” or “Memorandum of Association”		the second amended and restated memorandum of association of the Company adopted by a special resolutions of the shareholders of the Company passed on January 28, 2023 and effective on February 13, 2023, a summary of which is set out in “Summary of the Constitution of the Company and Cayman Company Law” in Appendix III to the Prospectus

“Non-class-based Resolution”		a resolution to incorporate into the Articles the Unmet Articles Requirements (as defined on page 7 of this circular) not covered by the Class-based Resolution and the Forum Selection Clarification (as defined on pages 9-10 of this circular)

“Prospectus”		the prospectus of the Company dated September 8, 2025 in connection with the Listing

“Repurchase Mandate”		has the meaning ascribed to it in the section headed “5. Proposed Grant of General Mandate to Repurchase Shares and/or ADSs” on page II-1 of this circular

“Reserved Matters”		those matters resolutions with respect to which each Share is entitled to one vote at general meetings of the Company pursuant to the Amended Articles, being: (i) any amendment to the Memorandum or the Articles, including the variation of the rights attached to any class of Shares, (ii) the appointment, election or removal of any independent non-executive Director, (iii) the appointment or removal of the Company’s auditors, and (iv) the voluntary liquidation or winding-up of the Company

“Shares Record Date”		February 2, 2026 (Hong Kong time)

“Shareholders”		holder(s) of the Share(s)

“Shares”		the Class A Ordinary Shares and the Class B Ordinary Shares in the share capital of the Company, as the context so requires

“Stock Exchange”		The Stock Exchange of Hong Kong Limited

“subsidiary(ies)”		has the meaning ascribed to it under the Listing Rules

“Takeovers Code”		the Code on Takeovers and Mergers approved by the Securities and Futures Commission of Hong Kong as amended from time to time

“treasury shares”		has the meaning ascribed to it under the Listing Rules

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

“weighted voting right(s)”		has the meaning ascribed to it in the Listing Rules

“WVR Beneficiaries” each a “WVR Beneficiary”		has the meaning ascribed to it under the Listing Rules and unless the context otherwise requires, refers to Dr. Yifan Li, Dr. Kai Sun, and Mr. Shaoqing Xiang, being the holders of the Class A Ordinary Shares, entitling to weighted voting rights, details of which are set out in the section headed “Share Capital” in the Prospectus

“WVR Structure”		has the meaning ascribed to it in the Listing Rules

“%”		per cent

Executive Directors:	Registered Office:
Dr. LI Yifan (Chairman)	PO Box 309
Dr. SUN Kai	Ugland House
Mr. XIANG Shaoqing	Grand Cayman KY1-1104
Ms. YANG Cailian	Cayman Islands

Independent Non-executive Directors:	Head Office and Principal Place
Ms. ZHANG Yi	of Business in China:
Mr. REN Jia	10th Floor, Building A
Dr. WANG Hui	No. 658 Zhaohua Road
	Changning District
	Shanghai 200050
	People’s Republic of China

	Principal Place of Business
	in Hong Kong:
	Room 1922, 19/F,
	Lee Garden One
	33 Hysan Avenue
	Causeway Bay
	Hong Kong

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

	“Affiliate”		means in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty percent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity;

	“Articles”		means these articles of association of the Company, as amended or substituted from time to time;

	“Auditor”		means the Person for the time being performing the duties of auditor of the Company (if any).

	“Board” and “Board of Directors” and “Directors”		means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;

	“~~Chairman~~Chairperson”		means the ~~chairman~~chairperson of the Board of Directors;

	“”Class”” or “”Classes””		means any class or classes of Shares as may from time to time be issued by the Company;

	“Class A Ordinary Share”		means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;

	“Class B Ordinary Share”		means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

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

“Co-Founder Holding Vehicle”	means:

	a)	a partnership of which a Co-Founder is a partner and the terms of which must expressly specify that the voting rights attached to any and all of the Class A Ordinary Shares held by such partnership are solely dictated by a Co-Founder;

	b)	a trust of which a Co-Founder is a beneficiary and that meets the following conditions: (i) a Co-Founder must in substance retain an element of control of the trust and any immediate holding companies of, and retain a beneficial interest in any and all of the Class A Ordinary Shares held by such trust; and (ii) the purpose of the trust must be for estate planning and/or tax planning purposes; or

	c)	a private company or other vehicle whollyowned and wholly controlled by a Co-Founder or by a trust referred to in paragraph (b) above;

	“Commission”		means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;

	“Communication Facilities”		means technology (including without limitation video, video-conferencing, internet or online conferencing applications, telephone or teleconferencing and/or any other videocommunications, internet or online conferencing application or telecommunications facilities) by means of which all natural persons participating in a meeting are capable of hearing and being heard by each other;

	“Company”		means Hesai Group, a Cayman Islands exempted company;

	“Companies Act”		means the Companies Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;

	“Company’s Website”		means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission in connection with its initial public offering of ADSs, or which has otherwise been notified to Shareholders;

	“Compliance Adviser”		shall have the meaning given to it in the Listing Rules;

	“Corporate Communication”		has the same meaning as in the Listing Rules;

	“Corporate Governance Committee”		means the corporate governance committee of the Board established in accordance with Article 121;

	“Corporate Governance Report”		means the corporate governance report to be included in the Company’s annual reports or summary financial reports, if any, in accordance with the Listing Rules;

	“Director”		means any director from time to time of the Company;

	“Designated Stock Exchange”		means (i) the stock exchange in the United States on which any Shares or ADSs are listed for trading, or (ii) The Stock Exchange of Hong Kong Limited on which any Shares are listed for trading;

	“Designated Stock Exchange Rules”		means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares or ADSs on theany Designated Stock Exchange, and for the avoidance of doubt, include the Listing Rules;

	“electronic”		has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

“electronic communication”	means electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;

“Electronic Transactions Act”	means the Electronic Transactions Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;
“electronic record”	has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

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

“Independent Non-executive Director”	means a Director recognised as such by the relevant code, rules and regulations applicable to the listing of shares on The Stock Exchange of Hong Kong Limited;

“Listing Rules”	means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time;

“Memorandum of Association”	means the memorandum of association of the Company, as amended or substituted from time to time;

“Nomination Committee”	means the nomination committee of the Board established in accordance with Article 116;

“Ordinary Resolution”	means a resolution:

	(a)	passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized representatives, at a general meeting of the Company held in accordance with these Articles; or

“Seal”	means the common seal of the Company (if adopted) including any facsimile thereof;

“Secretary”	means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;

“Securities Act”	means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

“Share”	means a share in the share capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share;

“Shareholder” or “Member”	means a Person who is registered as the holder of one or more Shares in the Register;

“Share Premium Account”	means the share premium account established in accordance with these Articles and the Companies Act;

“signed”	means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication;

“Special Resolution”	means a special resolution of the Company passed in accordance with the Companies Act, and for the purpose of these Articles, being a resolution:

	(a)	passed by not less than ~~two-thirds~~three-fourths of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized representatives, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or

	“Takeovers Code”		means The Codes and Takeovers and Mergers and Share Buy-backs issued by the Securities and Future Commission of Hong Kong;

	“Treasury Share”		means a Share held in the name of the Company as a treasury share in accordance with the Companies Act;

	“United States”		means the United States of America, its territories, its possessions and all areas subject to its jurisdiction; and

	“Virtual Meeting”		means any general meeting of the Shareholders (or any meeting of the holders of any Class of Shares) at which the Shareholders (and any other permitted participants of such meeting, including without limitation the ~~chairman~~chairperson of the meeting and any Directors) are permitted to be Present solely by means of Communication Facilities.

	23.	The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.

	24.	The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

	25.	For so long as the Company holds Treasury Shares:

	(a)	the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void; and

	(b)	a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted issued Shares at any given time, whether for the purposes of these Articles or the Companies Act.

	~~20.~~ 28.	Every Person whose name is entered as a Member in the Register may, without payment and upon its written request, request a certificate within two calendar months after allotment or lodgment of transfer (or within such other period as the conditions of issue shall provide) in the form determined by the Directors. All certificates shall specify the Share or Shares held by that Person, provided that in respect of a Share or Shares held jointly by several Persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery to all. All certificates for Shares shall be delivered personally or sent through the post addressed to Member entitled thereto at the Member’s registered the address as appearing in the Register.

	~~21.~~ 29.	Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.

	~~22.~~ 30.	Any two or more certificates representing Shares of any one Class held by any Member may at the Member’s request be cancelled and a single new certificate for such Shares issued in lieu on payment (if the Directors shall so require) of one dollar (US$1.00) or such smaller sum as the Directors shall determine. Every share certificate shall prominently include the words “A company controlled through weighted voting rights” or such language as may be specified by The Stock Exchange of Hong Kong Limited from time to time, and specify the number and Class of Shares in respect of which it is issued and the amount paid thereon or the fact that they are fully paid, as the case may be, and may otherwise be in such form as the Board may from time to time prescribe.

	~~23.~~ 31.	If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same Shares may be issued to the relevant Member upon request, subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.

	~~24.~~ 32.	In the event that Shares are held jointly by several Persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders.

	~~26.~~ 34.	The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien on every Share registered in the name of a Person indebted or under liability to the Company (whether he or she is the sole registered holder of a Share or one of two or more joint holders) for all amounts owing by him or his or her estate to the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a Share extends to any amount payable in respect of it, including but not limited to dividends.

	~~27.~~ 35.	The Company may sell, in such manner as the Directors in their absolute discretion think fit, any Share on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of fourteen (14) calendar days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of his or her death or bankruptcy.

	~~28.~~ 36.	For giving effect to any such sale the Directors may authorize a Person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he or she shall not be bound to see to the application of the purchase money, nor shall his or her title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

	~~29.~~ 37.	The proceeds of the sale after deduction of expenses, fees and commission incurred by the Company shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person entitled to the Shares immediately prior to the sale.

	~~31.~~ 39.	The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.

	~~32.~~ 40.	If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.

	~~33.~~ 41.	The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.

	~~34.~~ 42.	The Directors may make arrangements with respect to the issue of partly paid Shares for a difference between the Shareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment.

	~~35.~~ 43.	The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by him or her, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors. No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.

	~~36.~~ 44.	If a Shareholder fails to pay any call or instalment of a call in respect of partly paid Shares on the day appointed for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him or her requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

	~~37.~~ 45.	The notice shall name a further day (not earlier than the expiration of fourteen (14) calendar days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed, the Shares in respect of which the call was made will be liable to be forfeited.

	~~38.~~ 46.	If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect.

	~~39.~~ 47.	A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.

	~~40.~~ 48.	A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him or her to the Company in respect of the Shares forfeited, but his or her liability shall cease if and when the Company receives payment in full of the amount unpaid on the Shares forfeited.

	~~41.~~ 49.	A certificate in writing under the hand of a Director that a Share has been duly forfeited on a date stated in the certificate shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share.

	~~42.~~ 50.	The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favor of the Person to whom the Share is sold or disposed of and that Person shall be registered as the holder of the Share and shall not be bound to see to the application of the purchase money, if any, nor shall his or her title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the disposition or sale.

	~~43.~~ 51.	The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

~~45.~~ 53.	(a)	The Directors may in their absolute discretion decline to register any transfer of Shares which is not fully paid up or on which the Company has a lien.

	(b)	The Directors may also decline to register any transfer of any Share unless:

		(i)	the instrument of transfer is lodged with the Company, accompanied by the certificate for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

		(ii)	the instrument of transfer is in respect of only one Class of Shares;

		(iii)	the instrument of transfer is properly stamped, if required;

		(iv)	in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four; and

		(v)	a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser sum as the Board of Directors may from time to time require, is paid to the Company in respect thereof.

	~~46.~~ 54.	The registration of transfers may, on ten (10) calendar days’ notice being given by advertisement in such one or more newspapers, by electronic means or by any other means in accordance with the Designated Stock Exchange Rules, be suspended and the Register closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the Register closed for more than thirty (30) calendar days in any calendar year.

	~~47.~~ 55.	All instruments of transfer that are registered shall be retained by the Company. If the Directors refuse to register a transfer of any Shares, they shall within three calendar months after the date on which the transfer was lodged with the Company send notice of the refusal to each of the transferor and the transferee.

	~~48.~~ 56.	The legal personal representative of a deceased sole holder of a Share shall be the only Person recognized by the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only Person recognized by the Company as having any title to the Share.

	~~49.~~ 57.	Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall, upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself or herself, to make such transfer of the Share as the deceased or bankrupt Person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.

	~~50.~~ 58.	A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he or she would be entitled if he or she were the registered Shareholder, except that he or she shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such Person to elect either to be registered himself or herself or to transfer the Share, and if the notice is not complied with within ninety (90) calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

		(b)	consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;

		(c)	subdivide its Shares, or any of them, into Shares of an amount smaller than that fixed by the Memorandum, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and

		(d)	cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.

		(a)	issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or the Company. The redemption of Shares shall be effected in such manner and upon such terms as may be determined, before the issue of such Shares, by either the Board or by the Shareholders by Ordinary Resolution;

		(b)	purchase its own Shares (including any redeemable Shares) on such terms and in such manner and terms as have been approved by the Board or by the Members by Ordinary Resolution, or are otherwise authorized by these Articles~~; and,~~ provided always that any such purchase shall only be made in accordance with any relevant code, rules or regulations issued by The Stock Exchange of Hong Kong Limited or the Securities and Futures Commission of Hong Kong from time to time in force; and

		(c)	make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Companies Act, including out of capital.

	~~56.~~ 64.	The purchase of any Share shall not oblige the Company to purchase any other Share other than as may be required pursuant to applicable law and any other contractual obligations of the Company.

	~~57.~~ 65.	The holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to him or her the purchase or redemption monies or consideration in respect thereof.

	~~58.~~ 66.	The Directors may accept the surrender for no consideration of any fully paid Share.

	~~59.~~	~~The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.~~

	~~60.~~	~~The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).~~

~~62.~~ 68.	(a)	The Company ~~may (but shall not be obliged to) in each calendar year~~shall hold a general meeting as its annual general meeting ~~and shall specify the meeting~~for each financial year, to be held within six months (or such other period as may be permitted by the Listing Rules or The Stock Exchange of Hong Kong Limited) after the end of such financial year. The annual general meeting shall be specified as such in the notices calling it~~. The annual general meeting~~, and shall be held at such time and place (or held as a Virtual Meeting) as may be determined by the Directors.

	(b)	At these meetings the report of the Directors (if any) shall be presented.