View:
United States securities and exchange commission logo
April 15, 2022
Yifan Li
Chief Executive Officer
Hesai Group
9th Floor, Building L2-B
1588 Zhuguang Road, Qingpu District
Shanghai 201702
People s Republic of China
Re: Hesai Group
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted March 31,
2022
CIK No. 0001861737
Dear Dr. Li:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
January 7, 2022 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Cover Page
1. Please disclose
prominently on the prospectus cover page that you are not a Chinese
operating company but a
Cayman Islands holding company with operations conducted by
your subsidiaries based
in China and that this structure involves unique risks to
investors. Provide a
cross-reference to your detailed discussion of risks facing the
company and the
offering as a result of this structure.
Yifan Li
Hesai Group
April 15, 2022
Page 2
2. Clearly disclose how you will refer to the holding company and
subsidiaries when
providing the disclosure throughout the document so that it is clear
to investors which
entity the disclosure is referencing and which subsidiaries or
entities are conducting the
business operations.
3. We note your disclosure that "In 2019, 2020 and the nine months ended
September 30,
2021, transfers of cash were made across our organization through
capital injections,
intra-group loans and payments for services or goods provided." Please
quantify the
amounts where applicable and disclose whether you have cash management
policies and
procedures that dictate how funds are transferred, and if so, describe
these policies and
procedures here and in the prospectus summary.
4. Please discuss potential impact of the Accelerating Holding Foreign
Companies
Accountable Act.
5. Please revise to include a discussion of the rules adopted by the SEC
on December 2,
2021 related to the Holding Foreign Companies Accountable Act. Please
include
corresponding disclosure in the prospectus summary and risk factors
sections.
Prospectus Summary
Permissions for Our Operation and Securities Issuances to Foreign Investors and
Recent
Regulatory Developments, page 10
6. Please revise to clarify whether the Company relied on an opinion from
counsel regarding
permissions or approvals that you or your subsidiaries are required to
obtain from Chinese
authorities to operate your business and to offer the securities being
registered to foreign
investors. To the extent you relied on an opinion from counsel, please
identify counsel and
file a consent.
Summary of Combined and Consolidated Financial Data, page 19
7. We note your revised disclosure in response to prior comment 2. Please
revise to present
only one pro forma calculation assuming the IPO was effective on January
1 of the latest
annual period and include the amount of stock based compensation that
will be recognized
upon the effectiveness of your IPO. That is, assume the service vesting
conditions that
were met as of the IPO effectiveness date were also met as of January 1
of the latest
annual period. Revise your disclosures to describe these assumptions.
FirstName LastNameYifan Li
8. Please tell us and disclose how the pro forma weighted average shares
used in calculating
Comapany NameHesai
net loss Group
per ordinary share is determined. Be advised that this amount
should not assume
that2022
April 15, the stock
Page 2options that vest due to the effectiveness of the IPO
have been exercised.
FirstName LastName
Yifan Li
FirstName LastNameYifan Li
Hesai Group
Comapany
April NameHesai Group
15, 2022
April 315, 2022 Page 3
Page
FirstName LastName
Risk Factors
The PRC government's significant oversight and discretion over our business
operations could
result in a material adverse change..., page 47
9. Please clarify that the Chinese government may intervene or influence
your operations at
any time. Also, given recent statements by the Chinese government
indicating an intent to
exert more oversight and control over offerings that are conducted
overseas and/or foreign
investment in China-based issuers, acknowledge the risk that any such
action could
significantly limit or completely hinder your ability to offer or
continue to offer securities
to investors and cause the value of such securities to significantly
decline or be worthless.
You may contact Laura Veator, Senior Staff Accountant, at (202) 551-3716
or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jeff Kauten, Staff Attorney, at (202) 551-3447
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Z. Julie Gao, Esq.