{"url_path":"/sec/eh/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 Directors, Senior Management and Employees","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1759783/0001193125-26-226608-index.html","accession_number":"0001193125-26-226608","cik":"0001759783","ticker":"EH","issuer_name":"EHang Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1759783/0001193125-26-226608-index.html","primary_entity_key":"0001759783","primary_entity_name":"EHang Holdings Ltd"},"word_count":6882,"has_tables":true,"body_markdown":"Item 6.\n\nDirectors, Senior Management and Employees\n\nA. Directors and senior management\n\nThe following table sets forth certain information relating to our directors and executive officers as of the date of this annual report.\n\n \n\nDirectors and Executive Officers\n\n  \nAge\n  \n\nPosition/Title\n\nHuazhi Hu\n  \n49\n  \nChairman and Chief Executive Officer\n\nHaoxiang Hou\n  \n37\n  \nIndependent Director\n\nConor Chia-hung Yang\n  \n63\n  \nDirector and Chief Financial Officer\n\nDongming Wu\n  \n62\n  \nIndependent Director\n\nNick Ning Yang\n  \n50\n  \nIndependent Director\n\nWing Kee Lau\n  \n61\n  \nIndependent Director\n\nZhao Wang\n  \n48\n  \nChief Operating Officer\n\nHaiyan Li\n  \n50\n  \nDirector\n\nShuai Feng\n  \n35\n  \nChief Technology Officer\n\nMr. Huazhi Hu is our founder and has served as our chief executive officer and the chairman of the board of directors since our inception. Mr. Hu founded our predecessor company, Beijing Yihang Chuangshi Technology Co., Ltd. in 2005, a leader in providing large-scale command-and-control systems. Mr. Hu also worked as the chief technology officer at Beijing 999 Emergency Rescue Center in charge of the development of the emergency command & control center between 2008 and 2010, and worked at Beijing Jindian Group as a vice president overseeing information management between 2006 and 2008. Mr. Hu is a recipient of the Technology Innovation Award presented at the Living Legends of Aviation event in 2019. Mr. Hu attended Tsinghua University where he studied computer science between 1992 and 1997.\n\nMr. Haoxiang Hou has served as our director since August 2015. Mr. Hou has been the founder and the chief investment officer of Houxue Capital since July 2022. He has served as the managing partner and investment committee head of GP Venture Capital, senior partner and investment committee member of GP Hi-Tech Capital, and vice president of investments at GP Xincheng Capital from April 2015 to June 2022. Mr. Hou was named on the list of “Forbes China Top 100 Venture Capitalists” from 2023 to 2025. Mr. Hou received his dual bachelor’s degree in electrical engineering and international finance and his master’s degree in business administration from Shanghai Jiao Tong University in 2011 and 2015, respectively. Mr. Hou is also a CFA charterholder.\n\nMr. Conor Chia-hung Yang has served as our director since December 2019 and as our chief financial officer since September 2023. From 2007 to 2023, Mr. Yang served in several chief financial officer positions, including at Tuniu Corporation (Nasdaq: TOUR), E-Commerce China Dangdang Inc., and AirMedia Group Inc. Mr. Yang was the chief executive officer of Rock Mobile Corporation from 2004 to 2007, and the chief financial officer of the Asia Pacific region for CellStar Asia Corporation from 1999 to 2004. Prior to that, Mr. Yang was a senior banker at Goldman Sachs (Asia) L.L.C., Lehman Brothers Asia Limited and Morgan Stanley Asia Limited from 1992 to 1999. Mr. Yang currently also serves as an independent director of NovaBridge Biosciences (Nasdaq: NBP), iQIYI, Inc. (Nasdaq: IQ), Tongcheng Travel Holdings Limited (HKSE: 0780) and UP Fintech Holding Ltd (Nasdaq: TIGR). Mr. Yang received his master’s degree in business administration from the University of California, Los Angeles (UCLA).\n\nMr. Dongming Wu has served as our director since June 2020. Mr. Wu has served as a Managing Director of DHL-Sinotrans since May 2003. He also currently serves as the Chief Executive Officer of DHL Express China and a Global Management Board Member of DHL Express. DHL-Sinotrans, a leading international express company in China, is a joint venture between the global delivery and logistics giant DHL and Sinotrans. Mr. Wu has over 30 years of experience in the global delivery and logistics industry. He started his career at Sinotrans in July 1986, where he held various senior management positions and most recently served as the chairman of its supervisory board through March 2017. Mr. Dongming Wu received his bachelor’s degree in economics from Beijing International Studies University and his EMBA degree from the BiMBA Business School of the National School of Development at Peking University.\n\n \n\n119\n\n##### Table of Contents\n\nMr. Nick Ning Yang has served as our director since December 2022. Mr. Yang has served as a founding partner of LeBox Capital, a venture investment fund that focuses on early-stage high growth TMT companies in China, since October 2011. Prior to that, Mr. Yang was a co-founder of KongZhong Corporation, a company focusing on wireless value-added services and listed on Nasdaq in July 2004, and served as Chief Technology Officer from 2002 to 2008. Mr. Yang had also held the position of Vice President of Technology at Nasdaq-listed Sohu from 2000 to 2001. From 1999 to 2000, Mr. Yang served as Chief Technology Officer of ChinaRen.com, a company he co-founded. Mr. Yang received a bachelor’s degree in electrical engineering from the University of Michigan in 1997 and a master’s degree in electrical engineering from the Stanford University in 1999.\n\nMr. Wing Kee Lau has served as our independent director since August 2023. Mr. Lau has served as the chief financial Officer of RoboSense Technology Co., Ltd. (HKSE: 2498) since August 2022. He served as an independent director of Genetron Holdings Limited (NASDAQ: GTH) from June 2020 to March 2024. Mr. Lau served as the chief financial Officer in Tarena International Inc. (NASDAQ: TEDU) from March 2020 to July 2022, the chief financial officer in Square Panda Inc. from July 2018 to August 2019, the chief financial officer in Perfect World Co., Ltd. (SHE: 002624) from March 2007 to June 2018, the chief financial officer and company secretary in Beijing Media Corporation Ltd. (HKSE: 1000) from November 2004 to February 2007, and a financial director in Ogilvy & Mather Advertising Ltd. Beijing Branch from July 2000 to October 2004. Prior to that, Mr. Lau worked in PricewaterhouseCoopers from January 1994 to July 2000. Mr. Lau obtained a bachelor’s degree in business administration (finance) from the Hong Kong Baptist University in Hong Kong in November 1990, and an executive master of business administration degree from Cheung Kong Graduate School of Business in China in September 2011. Mr. Lau is an associate of both of The Association of Chartered Certified Accountants and The Hong Kong Institute of Certified Public Accountants.\n\nMr. Zhao Wang has served as our chief operating officer since April 2024. Prior to joining us, Mr. Wang worked for Antaeus Group, a Chinese group enterprise with cross-industry services in resort, film and art, as the chief executive officer of Mangrove Tree Technology Group from June 2020 to March 2024. He played a pivotal role in driving digital transformation initiatives and planning business operations for several super-large-scale resorts in China, including the deployment of intelligent operational and management system platforms and introducing self-driving vehicles in air as well as on the ground and water to resorts. Prior to that, Mr. Wang was the chief executive officer at Beijing Ganlan Technology Development Co., Ltd., an IT consulting firm, from August 2017 to June 2020. Between October 2008 and August 2017, Mr. Wang served in several executive positions at Antaeus Investment Group and was in charge of platform development, operation and management for cultural tourism projects and digital film industries. From December 2006 to October 2008, Mr. Wang served as technology manager in Sohu.com and led the architecture design of the website information system for the 2008 Summer Olympic Games in Beijing. Mr. Wang also participated in the development of information system for the 2004 Summer Olympic Games in Athens. Mr. Wang holds a bachelor’s degree in computer science and technology from Tsinghua University.\n\nMs. Haiyan Li has served as our director since November 2025. Ms. Li founded HL Strategy in January 2025, a company providing consultancy services to companies with a globalization ambition or seeking to improve communication with the financial markets, and has been serving as its CEO. Prior to that, Ms. Li worked in the finance sector for 24 years and has acquired extensive experience in asset management. From October 2011 to December 2024, she was the head of China investments and portfolio manager of emerging markets at Carmignac Gestion. From October 2004 to October 2011, she served as the head of Asia markets investments at ADI (acquired by OFI in 2010) and was responsible for all investments in Asia. Ms. Li graduated from Beijing Foreign Studies University in the PRC in September 1998 with a bachelor’s degree, majoring in French. She then obtained a master’s degree in finance from ESCP Business School (formerly known as ESCP-EAP, now European School of Management) in June 2001. She was Asian convertible bond analyst at Société Générale Investment Banking from May 2001 until August 2004.\n\n \n\n120\n\n##### Table of Contents\n\nMr. Shuai Feng has joined EHang in July 2014 and served as our chief technology officer since January 2026 and held the position of compliance officer. As a core member of the founding team, under the strategic guidance of Mr. Huazhi Hu, our founder, chairman, and chief executive officer, Mr. Feng has been deeply involved in the development of EHang’s technology system and product portfolio and the integration of technology R&D, production and manufacturing, quality systems, and supply chain. Mr. Feng has led and played a pivotal role in the R&D of multiple landmark pilotless human-carrying electric vertical take-off and landing (eVTOL) aircraft, including the EH184, EH216-S, and VT35, as well as the GD series aerial formation unmanned aerial vehicles (UAVs), pioneering commercialization in global advanced air mobility (AAM) and aerial media performance applications. Aligned with the Company’s full-industry-chain integration strategy, he has also overseen the establishment of the Company’s procurement and supply chain management systems. By strengthening upstream and downstream coordination, enhancing productization efficiency, and advancing deep industry-chain integration and regional ecosystem development, he has significantly enhanced the Company’s capabilities for key components R&D and scaled manufacturing. Mr. Feng graduated from Tsinghua University in Automation major, specializing in UAV technology. He is a recipient of the Grand Prize at Tsinghua University’s 29th “Challenge Cup” competition and other honors. Currently, he serves as Deputy Director of the Tsinghua-EHang Joint Research Institute for Low-Altitude Aviation Technology, Deputy Secretary-General of the Aerospace, Aviation, and Smart Manufacturing Committee of the Tsinghua University Guangzhou Alumni Association, and Secretary-General of the Tsinghua University Future Robotics Interest Group.\n\nB. Compensation\n\nCompensation of Directors and Executive Officers\n\nFor the fiscal year ended December 31, 2025, we paid an aggregate of approximately RMB6.7 million (US$1.0 million) in cash to our directors and executive officers. We are not required under Cayman Islands law to disclose, and we have not otherwise disclosed, the compensation of our directors and executive officers on an individual basis. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. Our PRC subsidiaries and VIE are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.\n\nEmployment Agreements and Indemnification Agreements\n\nWe have entered into employment agreements with each of our executive officers. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. In such case of termination by us, we will provide severance payments to the executive officer as expressly required by applicable law of the jurisdiction where the executive officer is based. The executive officer may resign at any time with a 30 days’ advance written notice.\n\nEach executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations. The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets. In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for one year following the last date of employment.\n\nWe have also entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.\n\n \n\n121\n\n##### Table of Contents\n\n2015 Share Incentive Plan\n\nOur board of directors approved the 2015 Share Incentive Plan, or the 2015 Plan, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants, and promote the success of our business. The maximum aggregate number of ordinary shares that may be issued under the 2015 Plan pursuant to all awards under the 2015 Plan is 8,867,053 ordinary shares and can be increased up to a number that is equal to 15% of the then total outstanding shares on a fully diluted basis at the discretion of our board of directors. As of March 31, 2026, 53,737 share options were outstanding under the 2015 Plan, excluding awards that were forfeited or cancelled after the relevant grant dates.\n\nThe following paragraphs describe the principal terms of the 2015 Plan.\n\nTypes of Awards. The 2015 Plan permits the awards of options, restricted shares and restricted share units.\n\nPlan Administration. Our board of directors or a committee of one or more members of the board of directors will administer the 2015 Plan. The committee or the full board of directors, as applicable, will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant.\n\nAward Agreement. Awards granted under the 2015 Plan are evidenced by an award agreement that sets forth the terms, conditions and limitations for each award which may include the term of an award, the provisions applicable in the event the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an award.\n\nEligibility. We may grant awards to our employees, consultants and directors, as determined by our board of directors or a committee of one or more members of the board of directors.\n\nVesting Schedule. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.\n\nTransfer Restrictions. Awards may not be transferred in any manner by the participant other than in accordance with the exceptions provided in the 2015 Plan or the relevant award agreement or otherwise determined by the plan administrator, such as transfers by will or the laws of descent and distribution.\n\nTermination and Amendment of the 2015 Plan. Unless terminated earlier, the 2015 Plan has a term of ten years. With the approval of our board of directors, the plan administrator has the authority to terminate, amend or modify the 2015 Plan. However, without the prior written consent of the participant, no such action may adversely affect in any material way any award previously granted pursuant to the 2015 Plan.\n\n2019 Share Incentive Plan\n\nOur board of directors approved the 2019 Share Incentive Plan, or the 2019 Plan, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants, and promote the success of our business. The 2019 Plan became effective upon the completion of the Company’s initial public offering in 2019. The maximum aggregate number of ordinary shares that may be issued under the 2019 Plan is initially 5,455,346, which may be increased by up to 15% of the then total outstanding shares on a fully diluted basis at the discretion of our board of directors. As of the date of this annual report, the maximum aggregate number of ordinary shares that may be issued under the 2019 Plan is 14,141,558. As of March 31, 2026, 2,758,000 restricted share units and 124,000 options were outstanding under the 2019 Plan, excluding awards that were forfeited or cancelled after the relevant grant dates.\n\nThe following paragraphs describe the principal terms of the 2019 Plan.\n\nTypes of Awards. The 2019 Plan permits the awards of options, restricted shares and restricted share units.\n\n \n\n122\n\n##### Table of Contents\n\nPlan Administration. Our board of directors or a committee of one or more members of the board of directors will administer the 2019 Plan. The committee or the full board of directors, as applicable, will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant.\n\nAward Agreement. Awards granted under the 2019 Plan are evidenced by an award agreement that sets forth the terms, conditions and limitations for each award which may include the term of an award, the provisions applicable in the event the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an award.\n\nEligibility. We may grant awards to our employees, consultants and directors, as determined by our board of directors or a committee of one or more members of the board of directors.\n\nVesting Schedule. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.\n\nTransfer Restrictions. Awards may not be transferred in any manner by the participant other than in accordance with the exceptions provided in the 2019 Plan or the relevant award agreement or otherwise determined by the plan administrator, such as transfers by will or the laws of descent and distribution.\n\nTermination and Amendment of the 2019 Plan. Unless terminated earlier, the 2019 Plan has a term of ten years. With the approval of our board of directors, the plan administrator has the authority to terminate, amend or modify the 2019 Plan. However, without the prior written consent of the participant, no such action may adversely affect in any material way any award previously granted pursuant to the 2019 Plan.\n\n2023 Share Incentive Plan\n\nOur board of directors approved the 2023 Share Incentive Plan, or the 2023 Plan, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants, and promote the success of our business. The 2023 Plan became effective on December 22, 2023. The maximum aggregate number of ordinary shares that may be issued under the 2023 Plan is initially 3,782,555 (the “Maximum Number”). On the first day of each of the subsequent fiscal years during the term of the 2023 Plan starting from January 1, 2024, the Maximum Number shall automatically increase by an amount determined by the Board that is equal to no more than 3% of the total number of shares outstanding on the last day of the immediately preceding fiscal year. If the Board does not determine such amount of increase by the first day of each of the subsequent fiscal years, the Maximum Number shall automatically increase by 3% of the total number of shares outstanding on the last day of the immediately preceding fiscal year. As of the date of this annual report, the maximum aggregate number of ordinary shares that may be issued under the 2023 Plan is 16,413,255. As of March 31, 2026, 3,283,825 restricted share units and 6,507,580 options were outstanding under the 2023 Plan, excluding awards that were forfeited or cancelled after the relevant grant dates.\n\nThe following paragraphs describe the principal terms of the 2023 Plan.\n\nTypes of Awards. The 2023 Plan permits the awards of options, restricted shares and restricted share units.\n\nPlan Administration. Our board of directors or a committee of one or more members of the board of directors will administer the 2023 Plan. The committee or the full board of directors, as applicable, will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant.\n\nAward Agreement. Awards granted under the 2023 Plan are evidenced by an award agreement that sets forth the terms, conditions and limitations for each award which may include the term of an award, the provisions applicable in the event the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an award.\n\n \n\n123\n\n##### Table of Contents\n\nEligibility. We may grant awards to our employees, consultants and directors, as determined by our board of directors or a committee of one or more members of the board of directors.\n\nVesting Schedule. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.\n\nTransfer Restrictions. Awards may not be transferred in any manner by the participant other than in accordance with the exceptions provided in the 2023 Plan or the relevant award agreement or otherwise determined by the plan administrator, such as transfers by will or the laws of descent and distribution.\n\nTermination and Amendment of the 2023 Plan. Unless terminated earlier, the 2023 Plan has a term of ten years. With the approval of our board of directors, the plan administrator has the authority to terminate, amend or modify the 2023 Plan. However, without the prior written consent of the participant, no such action may adversely affect in any material way any award previously granted pursuant to the 2023 Plan.\n\nThe following table summarizes, as of March 31, 2026, the number of Class A ordinary shares under outstanding options, restricted share units and other equity awards that we granted to our directors and executive officers, excluding awards that were settled, forfeited or cancelled after the relevant grant dates.\n\n \n\nName\n\n  \n\nClass A Ordinary\nShares underlying\n\nEquity Awards\n\n  \n\nDate of Grant\n\n  \n\nDate of Expiration\n\nHuazhi Hu\n\n  \n*\n  \nFrom January 1, 2024 to February 1, 2026\n  \nFrom December 31, 2034 to January 31, 2036\n\nConor Chia-hung Yang\n\n  \n*\n  \nFrom August 1, 2023 to February 1, 2026\n  \nFrom July 31, 2033 to January 31, 2036\n\nDongming Wu\n\n  \n*\n  \nOctober 1, 2024\n  \nSeptember 30, 2034\n\nNick Ning Yang\n\n  \n*\n  \nMarch 27, 2023\n  \nMarch 26, 2033\n\nWing Kee Lau\n\n  \n*\n  \nAugust 16, 2023\n  \nAugust 15, 2033\n\nZhao Wang\n\n  \n*\n  \nFrom October 1, 2024 to February 1, 2026\n  \nFrom September 30, 2034 to January 31, 2036\n\nHaiyan Li\n\n  \n*\n  \nJanuary 1, 2025\n  \nDecember 31, 2035\n\nShuai Feng\n\n  \n*\n  \nFrom January 1, 2024 to January 14, 2026\n  \nFrom December 31, 2034 to January 13, 2036\n\nAll directors and officers as a group\n\n  \n5,938,562\n  \nFrom March 27, 2023 to February 1, 2026\n  \nFrom March 26, 2033 to January 31, 2036\n\n \n\n*\n\nVested equity awards less than 1% of our total outstanding ordinary shares on an as-converted basis.\n\nAs of March 31, 2026, other grantees as a group held 547,000 restricted share units and 6,241,580 options.\n\nClawback Policy\n\nIn 2023, our board of directors adopted an Incentive Compensation Recoupment Policy, or the Clawback Policy, providing for the recovery of certain incentive-based compensation from current and former executive officers of our company in the event our company is required to restate any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Adoption of the Clawback Policy was mandated by Nasdaq listing standards introduced pursuant to Exchange Act Rule 10D-1. A copy of our Clawback Policy is attached as Exhibit 97.1 to this annual report.\n\n \n\n124\n\n##### Table of Contents\n\nC. Board Practices\n\nBoard of Directors\n\nOur board of directors consists of seven directors. A director is not required to hold any shares in our company by way of qualification. A director may vote with respect to any contract or transaction, or proposed contract or transaction in which he or she is, whether directly or indirectly, interested, provided that (a) such director has declared the nature of his or her interest at the earliest meeting of the board at which it is practicable for him or her to do so, either specifically or by way of a general notice, and (b) if such contract or transaction, or proposed contract or transaction is a transaction with a related party, such transaction has been approved by the audit committee in accordance with the Nasdaq rules. The directors may exercise all the powers of the company to borrow money, mortgage or charge its undertaking, property and assets (present or future) and uncalled capital or any part thereof, and issue debentures, debenture stock, bonds or other securities whether outright or as collateral security for any obligation of the company or of any third party. None of our non-executive directors has a service contract with us that provides for benefits upon termination of service.\n\nCommittees of the Board of Directors\n\nA company of which more than 50% of the voting power is held by a single entity is considered a “controlled company” under the Nasdaq Stock Market Rules. A controlled company is not required to comply with the Nasdaq corporate governance rules requiring a board of directors to have a majority of independent directors, to have an independent compensation committee, and to have an independent nominating and corporate governance committee. We are a “controlled company” as defined under the Nasdaq Stock Market Rules, but we have no current intention to rely on the controlled company exemption.\n\nWe have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.\n\nAudit Committee. Our audit committee consists of Wing Kee Lau, Dongming Wu and Haoxiang Hou. Wing Kee Lau is the chairman of our audit committee. We have determined that each of Wing Kee Lau, Dongming Wu and Haoxiang Hou satisfies the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq Stock Market and Rule 10A-3 under the Exchange Act, as amended. We have determined that Wing Kee Lau qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:\n\n \n\n \n•\n \n\nappointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;\n\n \n\n \n•\n \n\nreviewing with the independent auditors any audit problems or difficulties and management’s response;\n\n \n\n \n•\n \n\ndiscussing the annual audited financial statements with management and the independent auditors;\n\n \n\n \n•\n \n\nreviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;\n\n \n\n \n•\n \n\nreviewing and approving all proposed related party transactions;\n\n \n\n \n•\n \n\nmeeting separately and periodically with management and the independent auditors; and\n\n \n\n125\n\n##### Table of Contents\n\n \n•\n \n\nmonitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.\n\nCompensation Committee. Our compensation committee consists of Haoxiang Hou and Wing Kee Lau. Haoxiang Hou is the chairman of our compensation committee. We have determined that each of Haoxiang Hou and Wing Kee Lau satisfies the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq Stock Market. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:\n\n \n\n \n•\n \n\nreviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;\n\n \n\n \n•\n \n\nreviewing and recommending to the board for determination with respect to the compensation of our non-employee directors;\n\n \n\n \n•\n \n\nreviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and\n\n \n\n \n•\n \n\nselecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.\n\nNominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Huazhi Hu and Haoxiang Hou. Huazhi Hu is the chairperson of our nominating and corporate governance committee. We have determined that Haoxiang Hou satisfies the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq Stock Market. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:\n\n \n\n \n•\n \n\nselecting and recommending to the board nominees for election by the shareholders or appointment by the board;\n\n \n\n \n•\n \n\nreviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity;\n\n \n\n \n•\n \n\nmaking recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and\n\n \n\n \n•\n \n\nadvising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.\n\nDuties of Directors\n\nUnder Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also owe to our company a duty to exercise skills they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth Courts have moved toward an objective standard with regards to the registered skill and care and these authorized are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time. Our company has the right to seek damages if a duty owed by our directors is breached. In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached.\n\n \n\n126\n\n##### Table of Contents\n\nOur board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others:\n\n \n\n \n•\n \n\nconvening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings;\n\n \n\n \n•\n \n\ndeclaring dividends and distributions;\n\n \n\n \n•\n \n\nappointing officers and determining the term of office of the officers;\n\n \n\n \n•\n \n\nexercising the borrowing powers of our company and mortgaging the property of our company; and\n\n \n\n \n•\n \n\napproving the transfer of shares in our company, including the registration of such shares in our share register.\n\nTerms of Directors and Officers\n\nOur directors may be elected by a resolution of our board of directors or by an ordinary resolution of our shareholders. Unless otherwise determined by our company in general meeting, our company shall have not less than three (3) directors, and there shall be no maximum number of directors. An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between our company and the director, if any; but no such term shall be implied in the absence of express provision. Each director whose term of office expires shall be eligible for re-election at a meeting of the Shareholders or re-appointment by our board of directors. Our directors may be removed from office by ordinary resolution of the shareholders. In addition, a director’s office will be vacated if the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found by our company to be or becomes of unsound mind; (iii) resigns his office by notice in writing to us; (iv) without special leave of absence from our board, is absent from three consecutive board meetings and our board of directors resolves that his office be vacated; or (v) is removed from office pursuant to any other provisions of our memorandum and articles of association.\n\nOur officers are elected by and serve at the discretion of the board of directors.\n\nD. Employees\n\nWe had 367, 483 and 829 employees as of December 31, 2023, 2024 and 2025, respectively. The following table sets forth a breakdown of our employees categorized by function as of December 31, 2025:\n\n \n\nFunction\n\n  \nNumber\n \n  \n% of Total\nEmployees\n \n\nResearch and product development department\n\n  \n \n403\n \n  \n \n48.61\n% \n\nMarketing and sales department\n\n  \n \n177\n \n  \n \n21.35\n% \n\nGeneral administration department\n\n  \n \n249\n \n  \n \n30.04\n% \n\nTotal number of employees\n\n  \n \n829\n \n  \n \n100.00\n% \n\nWe also had 153, 284 and 310 full-time contractors who are involved in the manufacturing of our products as of December 31, 2023, 2024 and 2025, respectively.\n\nAs required by laws and regulations in China, we participate in various employee social security plans that are organized by municipal and provincial governments, including housing, pension, medical insurance and unemployment insurance. We are required under PRC law to make contributions to an employee benefit plan at a specified percentage of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—Increases in labor costs and enforcement of stricter labor laws and regulations in the PRC may adversely affect our business and our profitability.”\n\n \n\n127\n\n##### Table of Contents\n\nWe typically enter into standard employment and confidentiality agreements with our key employees. In addition, we entered into confidentiality and non-compete agreements with senior management and intellectual property assignment agreements with core technical personnel.\n\nOur success depends on our ability to attract, retain and motivate qualified employees that share our values and vision. We believe that we maintain a good working relationship with our employees.\n\nE. Share Ownership\n\nExcept as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 31, 2026 by:\n\n \n\n \n•\n \n\neach of our directors and executive officers; and\n\n \n\n \n•\n \n\neach person known to us to beneficially own more than 5% of our ordinary shares on an as-converted basis.\n\nThe calculations in the table below are based on 112,664,164 Class A ordinary shares (excluding Class A ordinary shares issued to the depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our share incentive plans and treasury shares) and 39,026,560 Class B ordinary shares outstanding as of March 31, 2026.\n\nBeneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days after March 31, 2026, including through the exercise of any restricted share unit, option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.\n\n \n\n \n  \nClass A\nOrdinary\nShares\n \n  \nClass B\nOrdinary\nShares\n \n  \nTotal\nOrdinary\nShares on an\nas-Converted\nBasis\n \n  \n% of\nBeneficial\nOwnership\n \n \n% of\nAggregate\nVoting\nPower**\n \n\nDirectors and Executive Officers:*\n\n  \n\n  \n\n  \n\n  \n\n \n\nHuazhi Hu(1)\n\n  \n \n1,295,258\n \n  \n \n39,026,560\n \n  \n \n40,321,818\n \n  \n \n26.6\n% \n \n \n77.9\n% \n\nHaoxiang Hou(2)\n\n  \n \n60,000\n \n  \n \n— \n \n  \n \n60,000\n \n  \n \n0.0\n% \n \n \n0.0\n% \n\nConor Chia-Hung Yang(3)\n\n  \n \n975,000\n \n  \n \n— \n \n  \n \n975,000\n \n  \n \n0.6\n% \n \n \n0.2\n% \n\nDongming Wu(4)\n\n  \n \n158,737\n \n  \n \n— \n \n  \n \n158,737\n \n  \n \n0.1\n% \n \n \n0.0\n% \n\nNick Ning Yang(5)\n\n  \n \n75,000\n \n  \n \n— \n \n  \n \n75,000\n \n  \n \n0.0\n% \n \n \n0.0\n% \n\nWing Kee Lau(6)\n\n  \n \n20,500\n \n  \n \n— \n \n  \n \n20,500\n \n  \n \n0.0\n% \n \n \n0.0\n% \n\nZhao Wang(7)\n\n  \n \n742,500\n \n  \n \n— \n \n  \n \n742,500\n \n  \n \n0.5\n% \n \n \n0.1\n% \n\nHaiyan Li(8)\n\n  \n \n188,775\n \n  \n \n— \n \n  \n \n188,775\n \n  \n \n0.1\n% \n \n \n0.0\n% \n\nShuai Feng(9)\n\n  \n \n129,800\n \n  \n \n— \n \n  \n \n129,800\n \n  \n \n0.1\n% \n \n \n0.0\n% \n\nAll Directors and Executive Officers as a Group\n\n  \n \n3,645,570\n \n  \n \n39,026,560\n \n  \n \n42,672,130\n \n  \n \n28.1\n% \n \n \n78.3\n% \n\nPrincipal Shareholder:\n\n  \n\n  \n\n  \n\n  \n\n \n\nGenesis Rising Limited(1)\n\n  \n \n1,295,258\n \n  \n \n39,026,560\n \n  \n \n40,321,818\n \n  \n \n26.6\n% \n \n \n77.9\n% \n\n \n\nNotes:\n\n \n\n*\n\nM. Huazhi Hu, Mr. Conor Chia-Hung Yang, Mr. Zhao Wang and Mr. Shuai Feng’s business address is EHang Future City (Group Headquarters), No. 118 Dongjiang Avenue, Huangpu District, Guangzhou, Guangdong Province, 510730, PRC. Mr. Haoxiang Hou’s business address is No. 151 Mao Jia Yuan Rd, Huangpu District, Shanghai, PRC. Mr. Wing Kee Lau’s business address is Building 9, Block 2, Zhongguan Honghualing Industry Southern District, 1213 Liuxian Avenue, Taoyuan Street, Nanshan District, Shenzhen, Guangdong Province, PRC. Mr. Dongming Wu’s business address is No. 18 Rong Hua South Road, Beijing Economic-Technological Development Area, Daxing District, Beijing, PRC. Mr. Nick Ning Yang’s business address is No.107 AI Technology Park, No. 27 Xidawang Road, Chaoyang District, Beijing, PRC. Ms. Haiyan Li’s business address is 105, rue de Longchamp, Neuilly sur Seine, France.\n\n \n\n128\n\n##### Table of Contents\n\n**\n\nFor each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our outstanding Class A and Class B ordinary shares as a single class. Each holder of Class B ordinary shares is entitled to ten votes per share, and while each holder of our Class A ordinary shares is entitled to one vote per share on all matters submitted to them for a vote. Our Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders. Our Class B ordinary shares are convertible at any time by the holders thereof into Class A ordinary shares on a one-for-one basis.\n\n(1)\n\nRepresents 1,295,258 Class A ordinary shares and 39,026,560 Class B ordinary shares held by Genesis Rising Limited, a British Virgin Islands company that is wholly owned by Mr. Huazhi Hu. The registered address of Genesis Rising Limited is Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.\n\n(2)\n\nRepresents Class A ordinary shares held by Taxus Investment Holdings Limited, a British Virgin Islands company that is wholly owned by Mr. Haoxiang Hou.\n\n(3)\n\nRepresents Class A ordinary shares beneficially owned by Mr. Conor Chia-Hung Yang.\n\n(4)\n\nRepresents Class A ordinary shares beneficially owned by Mr. Dongming Wu, including Class A ordinary shares underlying share options and restricted share units held by Mr. Dongming Wu that have vested as of March 31, 2026 or will vest within 60 days after March 31, 2026.\n\n(5)\n\nRepresents Class A ordinary shares underlying restricted share units held by Mr. Nick Ning Yang that have vested as of March 31, 2026.\n\n(6)\n\nRepresents Class A ordinary shares underlying restricted share units held by Mr. Wing Kee Lau that have vested as of March 31, 2026.\n\n(7)\n\nRepresents Class A ordinary shares held by Caland Tech Limited, a British Virgin Islands company that is wholly owned by Mr. Zhao Wang.\n\n(8)\n\nRepresents Class A ordinary shares held by RedChip Strategy Limited, a Hong Kong company that is wholly owned by Ms. Haiyan Li.\n\n(9)\n\nRepresents Class A ordinary shares held by Smart Intelligence Holding Limited, a British Virgin Islands company that is wholly owned by Mr. Shuai Feng.\n\nTo our knowledge, as of March 31, 2026, 108,216,700 of our Class A ordinary shares were held by 6 record holders in the United States, including a total of 108,096,696 Class A ordinary shares held by The Bank of New York Mellon, the depositary of the ADS program. None of our outstanding Class B ordinary shares are held by record holders in the United States. The number of beneficial owners of the ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States.\n\nTo our knowledge, except as disclosed above, we are not owned or controlled, directly or indirectly, by another corporation, by any foreign government or by any other natural or legal person or persons, severally or jointly. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.\n\nF. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation\n\nNot applicable."}