SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Amendment No. )
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(Amendment No. )
*
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Hesai Group
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(Name of Issuer)
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Class B Ordinary Shares, par value $0.0001 per share
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(Title of Class of Securities)
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428050 108**
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(CUSIP Number)
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December 31, 2023
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(Date of Event Which Requires Filing of This Statement)
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Check the appropriate box to designate the rule pursuant to which this schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* 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.
**CUSIP number 428050 108 has been assigned to the American Depositary Shares (“ADSs”) of Hesai Group (the “Issuer”), which are quoted on the Nasdaq Global Select Market under the symbol “HSAI.” Each ADS represents one Class B ordinary share of
the Issuer. The CUSIP number of the Class B ordinary shares is G4417G 106
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. 428050 108
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13G
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Page 2 |
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1
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NAME OF REPORTING PERSONS
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Robert Bosch GmbH
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Germany
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5
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SOLE VOTING POWER
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NUMBER OF
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7,653,252
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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0
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OWNED BY
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7
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SOLE DISPOSITIVE POWER
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EACH
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7,653,252
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REPORTING
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8
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SHARED DISPOSITIVE POWER
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PERSON WITH
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,653,252
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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9.0%
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12
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TYPE OF REPORTING PERSON
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OO
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CUSIP No. 428050 108
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13G
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Page 3 |
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1
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NAME OF REPORTING PERSONS
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Robert Bosch Industrieteuhand KG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Germany
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5
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SOLE VOTING POWER
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NUMBER OF
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7,653,252
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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0
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OWNED BY
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7
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SOLE DISPOSITIVE POWER
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EACH
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7,653,252
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REPORTING
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8
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SHARED DISPOSITIVE POWER
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PERSON WITH
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,653,252
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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9.0%
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12
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TYPE OF REPORTING PERSON
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OO
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CUSIP No. 428050 108
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13G
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Page 4 |
| Item 1 (a). |
Name of Issuer: Hesai Group
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| Item 1 (b). |
Address of Issuer’s Principal Executive Offices:
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9th Floor, Building L2-B 1588 Zhuguang Road
Qingpu District Shanghai 201702
People’s Republic of China.
Qingpu District Shanghai 201702
People’s Republic of China.
| Item 2 (a). |
Name of Person Filing:
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(1)
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Robert Bosch GmbH
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(2)
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Robert Bosch Industrietreuhand KG
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| Item 2 (b). |
Address of Principal Business Office or, if None, Residence:
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(1)
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Robert Bosch GmbH
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Robert Bosch Platz 1
Gerlingen Schillerhohe
Baden Wuerttemberg 70839
Germany
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(2)
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Robert Bosch Industrietreuhand KG
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Robert Bosch Platz 1
Gerlingen Schillerhohe
Baden Wuerttemberg 70839
Germany
| Item 2 (c). |
Citizenship:
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(1)
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Robert Bosch GmbH: Germany
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(2)
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Robert Bosch Industrietreuhand KG: Germany
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| Item 2 (d). |
Title of Class of Securities: Class B Ordinary Shares
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| Item 2 (e). |
CUSIP Number: 428050 108
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| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐ Broker or dealer registered under Section 15 of the Act;
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(b)
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☐ Bank as defined in Section 3(a)(6) of the Act;
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(c)
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☐ Insurance Company as defined in Section 3(a)(19) of the Act;
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(d)
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☐ Investment Company registered under Section 8 of the
Investment Company Act;
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(e)
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☐ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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☐ Employee benefit plan or endowment plan in accordance with
Rule 13d-1(b)(1)(ii)(F);
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(g)
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☐ Parent holding company or control person, in accordance with
Rule 13d-1(b)(1)(ii)(G);
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(h)
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☐ A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
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(i)
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☐ A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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☐ A non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J);
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(k)
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☐ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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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. |
Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.
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(a)
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Amount beneficially owned:
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(1)
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Robert Bosch GmbH: 7,653,252
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(2)
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Robert Bosch Industrietreuhand KG: 7,653,252
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Consists of 7,653,252 Class B ordinary shares held by Robert Bosch GmbH. Robert Bosch Industrietreuhand KG has a 93% voting interest in Robert Bosch GmbH, and as such, it may be deemed to share beneficial ownership of
shares of the Issuer held by Robert Bosch GmbH. Robert Bosch Industrietreuhand KG disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.
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CUSIP No. 428050 108
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13G
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Page 4 |
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(b)
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Percent of class:
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(1)
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Robert Bosch GmbH: 9.0%
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(2)
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Robert Bosch Industrietreuhand KG: 9.0%
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Percentages are reported based upon 85,501,214 Class B ordinary shares outstanding as of December 31, 2022, according to the Form 20-F filed by the Issuer on April 20, 2023.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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(1)
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Robert Bosch GmbH: 7,653,252
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(2)
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Robert Bosch Industrietreuhand KG: 7,653,252
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(ii)
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Shared power to vote or to direct the vote:
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(1)
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Robert Bosch GmbH: 0
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(2)
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Robert Bosch Industrietreuhand KG: 0
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(iii)
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Sole power to dispose or to direct the disposition of:
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(1)
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Robert Bosch GmbH: 7,653,252
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(2)
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Robert Bosch Industrietreuhand KG: 7,653,252
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(iv)
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Shared power to dispose or to direct the disposition of:
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(1)
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Robert Bosch GmbH: 0
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(2)
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Robert Bosch Industrietreuhand KG: 0
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| Item 5. |
Ownership of Five Percent or Less of a Class.
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If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following [ ].
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
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Not applicable.
| Item 9. |
Notice of Dissolution of Group.
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Not applicable.
| Item 10. |
Certification.
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Not applicable.
EXHIBITS INDEX
| Exhibits | Description |
| 24.1 |
Power of attorney by Stefan Hartung
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| 24.2 |
Power of attorney by Stefan Asenkerschbaumer
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| 99.1 |
Joint filing agreement by and between Robert Bosch GbmH and Robert Bosch Industrietreuhand KG
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CUSIP No. 428050 108
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13G
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Page 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
ROBERT BOSCH GMBH
| Date: | February 14, 2024 | By: |
/s/ Wayne Zhang, Attorney in Fact
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Name: Stefan Hartung
Title: Chief Executive Officer
ROBERT BOSCH INDUSTRIETREUHAND KG
| Date: | February 14, 2024 | By: |
/s/ Wayne Zhang, Attorney in Fact
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Name: Stefan Asenkerschbaumer
Title: General Partner
Power of Attorney
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in his capacity as
Chief Executive Officer and authorized representative of Robert Bosch GmbH (“the Company”), hereby grants to Susanne Eisenmann (Legal Counsel, Robert Bosch GmbH) and to Wayne Zhang (Legal Counsel, Bosch (China) Investment Ltd.), and to each of
them, full power and authority to:
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1.
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execute on behalf of the undersigned Schedule 13G in accordance with Section 13(d) and Section 13(g) of the Exchange Act or any rule or regulation thereunder;
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2.
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do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13G, complete and execute any amendments, restatements,
supplements, and/or exhibits thereto, and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”); and
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3.
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take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may
approve in such attorney-in-fact’s discretion.
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The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in
the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact’s substitute, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, is not assuming any of the
undersigned’s responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 13 of the Exchange Act.
This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 13G with respect to the Company’s holdings of and
transactions in securities, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned hereby has caused this Power of Attorney to be executed.
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Date:
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February 13, 2024
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Signature:
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/s/ Stefan Hartung
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Name:
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Stefan Hartung
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Power of Attorney
Pursuant to and in accordance with the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in his capacity as a general partner and authorized representative of Robert Bosch Industrietreuhand KG (“the
Company”), hereby grants to Susanne Eisenmann (Legal Counsel, Robert Bosch GmbH) and to Wayne Zhang (Legal Counsel, Bosch (China) Investment Ltd.), and to each of them,
full power and authority to:
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1.
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execute on behalf of the undersigned Schedule 13G in accordance with Section 13(d) and Section 13(g) of the Exchange Act or any rule or regulation
thereunder;
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2.
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do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule
13G, complete and execute any amendments, restatements, supplements, and/or exhibits thereto, and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”); and
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3.
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take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such
information and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
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The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act
and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein
granted.
The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request and on
the behalf of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 13 of the Exchange Act.
This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to
file Schedule 13G with respect to the Company’s holdings of and transactions in securities, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned hereby has caused this Power of Attorney to be executed.
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Date:
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February 14, 2024
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Signature:
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/s/ Stefan Asenkerschbaumer
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Name:
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Stefan Asenkerschbaumer
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JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of
them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such
security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and
effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.
ROBERT BOSCH GMBH
Date: February 14, 2024 By: /s/
Wayne Zhang, Attorney in Fact
Name: Stefan Hartung
Title: Chief Executive Officer
ROBERT BOSCH INDUSTRIETREUHAND KG
Date: February 14, 2024 By: /s/
Wayne Zhang, Attorney in Fact
Name: Stefan Asenkerschbaumer
Title: General Partner