禾赛美股招股说明书(2025-09-12版)

This prospectus supplement relates to the offering of 14,128,760 ClassB ordinary shares, par valueUS$0.0001 per share, of Hesai Group as part of a global offering, or the Global Offering, consisting of(i)an international offering of 17,595,000 ClassB ordinary shares, comprising 12,173,760 ClassB ordinaryshares in a U.S. offering, or the Registered Offering, and 5,421,240 ClassB ordinary shares offered to ourCornerstone Investors (as described below), or the Exempt Offering, and (ii)a Hong Kong public offeringof 1,955,000 ClassB ordinary shares. Thepublic offering price for the international offering and the Hong Kong public offering isHK$212.80 per ClassB ordinary share, or approximately US$27.30 per ClassB ordinary share based on anexchange rate of HK$7.7949 to US$1.00. We have exercised in full an option under the Hong Kong Underwriting Agreement (as defined below),pursuant to which we will allot and issue an aggregate of 2,550,000 additional Class B ordinary shares(representing 15.0% of the initial number of shares offered under the Global Offering) to cover additionaldemand (the “Offer Size Adjustment Option,” or “OSAO”). The 12,173,760 Class B ordinary shares offeredin the Registered Offering includes 2,295,000 shares offered pursuant to the OSAO, and the 1,955,000 ClassB ordinary shares offered in the Hong Kong public offering includes 255,000 shares offered pursuant to theOSAO. Certaininvestors,including HHLR Advisors,Ltd.,Taikang Life Insurance Co.,Ltd,WT AssetManagement Limited, Grab Holdings Limited, Hongda Group (Hong Kong) Co., Limited, and CommandoGlobalFund(the“Cornerstone Investors”),have agreed to purchase an aggregate of approximatelyUS$148.0million of Class B ordinary shares on the same terms as other investors in the internationaloffering. At the public offering price of HK$212.80, the Cornerstone Investors will purchase an aggregate of5,421,240 ClassB ordinary shares (rounded down to the nearest whole board lot of 20 Class B OrdinaryShares) . Such ClassB ordinary shares are being offered and sold in reliance on RegulationS and are notcovered by this prospectus supplement and accompanying prospectus. See “The Offering.” Our American depositary shares, or ADSs, are listed on the Nasdaq Global Select Market under thesymbol “HSAI.” Each ADS represents one ClassB ordinary share. On September11, 2025, the last reportedsale price of the ADSs on the Nasdaq Global Select Market was US$27.99 per ADS, or HK$218.18 perClassB ordinary share, based upon an exchange rate of HK$7.7949 to US$1.00. The international offering contemplated herein consists of a U.S. offering and a non-U.S. offering madeoutside the United States in compliance with applicable law. We are paying a registration fee for ClassBordinary shares sold in the United States, as well as for ClassB ordinary shares initially offered and soldoutside the United States in the Global Offering (other than an aggregate of 5,421,240 Class B ordinaryshares sold to our Cornerstone Investors) that may be resold from time to time into the United States. Approval-in-principle has been granted by The Stock Exchange of Hong Kong Limited, or the HongKong Stock Exchange, for the listing of, and permission to deal in, our Class B ordinary shares under thestock code “2525.” We are an “emerging growth company” under applicable U.S. federal securities laws and are eligiblefor reduced public company reporting requirements. Investing in our ADSs and Class B ordinary shares involves risks. See “Risk Factors” beginning on pageS-23of this prospectus supplement and those included in the accompanying prospectus and the documentsincorporated by reference in the accompanying prospectus to read about factors you should consider beforebuying our ADSs. Hesai Group is not a Chinese operating company, but a Cayman Islands holding company withoperations mainly conducted by its subsidiaries based in mainland China, and to a lesser extent by itssubsidiaries based in the United States and elsewhere. This structure involves unique risks to investors. Formore details, see “Item3. Key Information — D. Risk Factors — Risks Related to Doing Business in China— Uncertainties exist with respect to how the PRC Foreign Investment Law may impact the viability of ourcurrent corporate structure and operations” in our annual report on Form 20-F for the year ended December31, 2024, or our 2024 Annual Report. In this prospectus supplement, unless otherwise indicatedor the context otherwise requires, references in this prospectus supplement to “Hesai,” “we,” “us,” “ourcompany” and “our” are to Hesai Group, our Cayman Islands holding company, and its subsidiaries,including Hesai Technology, and “Hesai Technology” are to Hesai Technology Co., Ltd. and its subsidiariesin mainland China, the U.S. and elsewhere. Unless otherwise specified, in the context of describing businessand operations, we are referring to the business and operations conducted by Hesai Technology. We face various le