Hesai Group — Major Shareholding Notification 2024

Feb 14, 2024

SC 13G 1 p24-0574sc13g.htm HESAI GROUP

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Hesai Group
(Name of Issuer)
Class B Ordinary
Shares, par value $0.0001 per share
(Title of Class of Securities)
428050108**
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨	Rule 13d-1(b)
¨	Rule 13d-1(c)
ý	Rule 13d-1(d)
(Page 1 of 6 Pages)

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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

**There is no CUSIP number assigned to the Class B Ordinary Shares. CUSIP number 428050108 has been assigned to the American Depositary Shares (" ADSs ") of the Company, which are quoted on the Nasdaq Global Select Market under the symbol "HSAI." Each ADS represents 1 Class B Ordinary Share.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (" Act ") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 428050108 13G Page 2 of 6 Pages

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1	NAME OF REPORTING PERSON Hillhouse Investment Management, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 5,454,545
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER 5,454,545
	8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,454,545
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7%
12	TYPE OF REPORTING PERSON IA

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CUSIP No. 428050108 13G Page 3 of 6 Pages

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Item 1(a).
The name of the issuer is Hesai Group (the " Company ").

Item 1(b).
The Company's principal executive office is located at 9th Floor, Building L2-B, 1588 Zhuguang Road, Qingpu District, Shanghai 201702.People's Republic of China.

| Item 2(a). |
| --- |
| This statement
is filed by Hillhouse Investment Management, Ltd., an exempted Cayman Islands company (" HIM " or the
" Reporting Person "), with respect to the Class B Ordinary Shares (as defined in Item 2(d) below) held by GSPR IV
Holdings Limited (" GSPR "). GSPR is wholly owned by Hillhouse Focused Growth Fund V, L.P.
(" Growth Fund "). HIM acts as the sole management company of Growth Fund. HIM is hereby
deemed to be the sole beneficial owner of, and to solely control the voting and investment power of, the Class B Ordinary Shares
held by GSPR. |

Item 2(b).
The address of the business office of the Reporting Person is Office #122, Windward 3 Building, Regatta Office Park, West Bay Road, Grand Cayman, Cayman Islands, KY1-9006.

Item 2(c).
Cayman Islands

Item 2(d).
Class B Ordinary Shares, par value $0.0001 per share (the " Class B Ordinary Shares ").

Item 2(e).
There is no CUSIP number assigned to the Class B Ordinary Shares. CUSIP number 428050108 has been assigned to the ADSs of the Company, which are quoted on the Nasdaq Global Select Market under the symbol "HSAI." Each ADS represents 1 Class B Ordinary Share.

Item 3. — (a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

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CUSIP No. 428050108 13G Page 4 of 6 Pages

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| (f) | ¨ | An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F); |
| --- | --- | --- |
| (g) | ¨ | A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G); |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act; |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act; |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 95,626,332 Class B Ordinary Shares outstanding as reported in the Company's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on February 9, 2023 and Exhibit 99.1 to the Company's Foreign Report on Form 6-K filed with the Securities and Exchange Commission March 16, 2023, after giving effect to the completion of the offering and the partial exercise of the underwriters' over-allotment option, as described therein.
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person and is incorporated herein by reference.

Item 5.
Not applicable.

Item 6.
See Item 2.

Item 7.
Not applicable.

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CUSIP No. 428050108 13G Page 5 of 6 Pages

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Item 8.
Not applicable.

Item 9.
Not applicable.

Item 10.
Not applicable.

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CUSIP No. 428050108 13G Page 6 of 6 Pages

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SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 14, 2024
HILLHOUSE Investment MANAGEMENT, LTD.
/s/ Audrey Woon
Name: Audrey Woon
Title: Chief Compliance Officer