1、2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm1/295 F-1 1 tm2120356-19_f1.htm F-1TABLE OF CONTENTSAs filed with the Securities and Exchange Commission on January 17,2023 Registration No.333-SECURITIES AND EXCHANGE COMMISS

2、ION WASHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Hesai Group(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 3569 Not Applicable (State or other jurisdiction of incorporation or or

3、ganization)(Primary Standard Industrial Classification Code Number)(I.R.S.Employer Identification Number)9th Floor,Building L2-B 1588 Zhuguang Road,Qingpu District Shanghai 201702 Peoples Republic of China+86(21)3158-8240(Address,including zip code,and telephone number,including area code,of Registr

4、ants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th Floor New York,NY 10168(800)221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Yuting Wu,Esq.Skadden,Arps,Slate,Meagher&Flom LLP JingAn Kerry Centre,Tower II,46

5、/F 1539 Nanjing West Road Shanghai,the Peoples Republicof China+86 21-6193-8200 Shu Du,Esq.Skadden,Arps,Slate,Meagher&Flom LLP c/o 42/F,Edinburgh Tower,TheLandmark 15 Queens Road Central Hong Kong+852 3740-4700 Brian V.Breheny,Esq.Skadden,Arps,Slate,Meagher&Flom LLP and Affiliates 1440 New York Aven

6、ue,N.W.Washington,D.C.United States 1 202-371-7000 Allen Wang,Esq.Latham&Watkins LLP 18th Floor,One Exchange Square 8 Connaught Place,Central Hong Kong+852 2912 2500 Approximate date of commencement of proposed sale to the public:as soon as practicable after the effective date of this registration s

7、tatement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Sec

8、urities Act,please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list

9、theSecurities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list theSecurities Act registration statement number of t

10、he earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordanc

11、e with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this Registration Statement on s

12、uch date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordancewith Section 8(a)of the Securities Act of 1933 or until the Registration Stat

13、ement shall become effective on such date as the Securities andExchange Commission,acting pursuant to said Section 8(a),may determine.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification

14、after April 5,2012.2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm2/295TABLE OF CONTENTSPRELIMINARY PROSPECTUS(Subject to Completion)Dated ,2023American Depositary SharesHesai GroupRepresenting Class B Ordinary SharesThis

15、is an initial public offering of American depositary shares,or ADSs,of Hesai Group.We are offering ADSs.Each ADS represents of our Class B ordinary shares,par value$0.0001per share.We anticipate the initial public offering price per ADS will be between US$and US$.Prior to this offering,there has bee

16、n no public market for the ADSs or our Class B ordinary shares.We intend to applyfor the listing of the ADSs on the Nasdaq Stock Market under the symbol“HSAI.”Following the completion of this offering,our issued and outstanding share capital will consist of Class A ordinaryshares and Class B ordinar

17、y shares.Holders of Class A ordinary shares and Class B ordinary shares have the same rightsexcept for voting and conversion rights.Each Class A ordinary share is entitled to ten votes and is convertible into oneClass B ordinary share,and each Class B ordinary share is entitled to one vote.Class B o

18、rdinary shares are not convertibleinto Class A ordinary shares under any circumstances.See“Description of Share Capital.”Following the completion of thisoffering,our executive officers and directors,Dr.Yifan Li,Dr.Kai Sun,Mr.Shaoqing Xiang,Mr.Louis T.Hsieh,Ms.CailianYang,Ms.Bonnie Zhang and,will ben

19、eficially own%,%,%,%,%,%and%of our total ordinary shares on an as-converted basis and%,%,%,%,%,%and%of the aggregated voting power,respectively,and,as a group,will beneficially own%of ourtotal ordinary shares on an as-converted basis and%of the aggregated voting power.Our principal shareholders,ALBJ

20、Limited,Fermat Star Limited,Galbadia Limited,Lightspeed Opportunity,Lightspeed China Partners,Baidu Holdings,Bosch,Xiaomi and Yuanzhan,will beneficially own%,%,%,%,%,%,%,%,and%of our total ordinary shares on an as-converted basis and%,%,%,%,%,%,%,%,and%of the aggregated voting power,respectively,and

21、,as a group,willbeneficially own%of our total ordinary shares on an as-converted basis and%of the aggregated voting power.See“Principal Shareholders.”We are an“emerging growth company”under applicable U.S.federal securities laws and are eligible for reduced publiccompany reporting requirements.Hesai

22、 Group is not a Chinese operating company,but a Cayman Islands holding company with operations mainlyconducted by its subsidiaries based in China,and to a lesser extent by its subsidiaries based in the United States andelsewhere.This structure involves unique risks to investors.For more details,see“

23、Risk Factors Risks Related to DoingBusiness in China Uncertainties exist with respect to how the PRC Foreign Investment Law may impact the viability of ourcurrent corporate structure and operations.”We face various legal and operational risks and uncertainties associated withbeing based in and havin

24、g the majority of our operations in China and the complex and evolving PRC laws and regulations.For example,we face risks associated with the fact that the PRC government has significant authority in regulating ouroperations and may influence or intervene in our operations at any time,regulatory app

25、rovals on offerings conducted overseasby,and foreign investment in,China-based issuers,anti-monopoly regulatory actions,and oversight on data security,whichmay impact our ability to conduct certain businesses,accept foreign investments,or list on a United States exchange.OnDecember 16,2021,the PCAOB

26、 issued its report notifying the SEC of its determination that it was unable to inspect orinvestigate completely registered public accounting firms headquartered in mainland China or Hong Kong,including ourauditor.Under the Holding Foreign Companies Accountable Act,or the HFCAA,if the SEC determines

27、 that we have filedaudit reports issued by a registered public accounting firm that has not been subject to inspections for two consecutive years,the SEC shall prohibit our shares or ADSs from being traded on a national securities exchange or in the over the countertrading market in the U.S.The deli

28、sting of our ADSs,or the threat of their being delisted,may materially and adversely affectthe value of your investment.These risks could result in a material adverse change in our operations and the value of ourADSs,significantly limit or hinder our ability to offer or continue to offer securities

29、to investors,or cause the value of suchsecurities to significantly decline or become worthless.Furthermore,on December 2,2021,the SEC adopted finalamendments implementing the disclosure and submission requirements under the HFCAA,pursuant to which the SEC willidentify a“Commission-Identified Issuer”

30、if an issuer has filed an annual report containing an audit report issued by aregistered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely because ofa position taken by an authority in the foreign jurisdiction,and will then impose a trading prohib

31、ition on an issuer after it isidentified as a Commission-Identified Issuer for two consecutive years.On December 15,2022,the PCAOB issued a reportthat vacated its December 16,2021 determination and removed mainland China and Hong Kong from the list of jurisdictionswhere it is unable to inspect or in

32、vestigate completely registered public accounting firms.Each year,the PCAOB willdetermine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong,among otherjurisdictions.If the PCAOB determines in the future that it no longer has full access to inspect and inve

33、stigate completelyaccounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of thesejurisdictions to issue an audit report on our financial statements filed with the SEC,we would be identified as a Commission-Identified Issuer following the filin

34、g of the annual report on Form 20-F for the relevant fiscal year.There can be no assurancethat we would not be identified as a Commission-Identified Issuer for any future fiscal year,and if we were so identified fortwo consecutive years,we would become subject to the prohibition on trading under the

35、 HFCAA.For more details,see“RiskFactorsRisks Related to Doing Business inThe information in this preliminary prospectus is not complete and may be changed.We may not sell these securities until the registration statement filed with theSecurities and Exchange Commission is effective.This preliminary

36、prospectus is not an offer to sell these securities and we are not soliciting offers to buy thesesecurities in any state where the offer or sale is not permitted.2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm3/295Credit S

37、uisse(1)TABLE OF CONTENTSChinaThe PRC governments significant oversight and discretion over our business operation could result in a material adversechange in our operations and the value of our ADSs,”“Risk FactorsRisks Related to Our Business and IndustryThe PCAOB hadhistorically been unable to ins

38、pect our auditor in relation to their audit work,”and“Risk FactorsRisks Related to Our Business andIndustryOur ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable toinspect or investigate completely auditors located in China.The delisting of

39、the ADSs,or the threat of their being delisted,maymaterially and adversely affect the value of your investment.”Unless otherwise indicated or the context otherwise requires,references in this prospectus to“Hesai,”“we,”“us,”“our company”and“our”are to Hesai Group,our Cayman Islands holding company,an

40、d its subsidiaries,including Hesai Technology,and“HesaiTechnology”are to Hesai Technology Co.,Ltd.and its subsidiaries in China,the U.S.and elsewhere.Unless otherwise specified,in thecontext of describing business and operations,we are referring to the business and operations conducted by Hesai Tech

41、nology.HesaiGroup,our holding company,or the Parent,may transfer cash to Hesai Hong Kong Limited,its wholly owned subsidiary in HongKong,through capital injections and intra-group loans.Hesai Hong Kong Limited,in turn,may transfer cash to Hesai Technology Co.,Ltd.,or Shanghai Hesai,its wholly owned

42、subsidiary in the PRC,through capital injections and intra-group loans.Similarly,ShanghaiHesai may transfer cash to its wholly owned subsidiaries in the PRC and,upon approval from relevant PRC authorities,to subsidiariesin the U.S.,through capital injections and intra-group loans.Cash is also transf

43、erred through our organization by way of intra-grouptransactions.If our wholly owned subsidiaries in the PRC realize accumulated after-tax profits,they may,upon satisfaction of relevantstatutory conditions and procedures,pay dividends or distribute earnings to Hesai Hong Kong Limited.Hesai Hong Kong

44、 Limited,inturn,may transfer cash to the Parent through dividends or other distributions.With necessary funds,the Parent may pay dividends ormake other distributions to U.S.investors and service any debt it may have incurred outside of the PRC.In 2019,2020,2021 and thenine months ended September 30,

45、2022,transfers of cash were made across our organization through capital injections,intra-grouploans and payments for services or goods provided.In 2019,2020,2021 and the nine months ended September 30,2022,the Parenttransferred nil,nil,US$472.7 million(upon the incorporation of Hesai Hong Kong Limi

46、ted and through intra-group loans)and nil toHesai Hong Kong Limited,respectively,Hesai Hong Kong Limited transferred nil,nil,US$332.1 million(through capital injections)and nil to Shanghai Hesai,respectively,and Shanghai Hesai transferred US$5.3 million(through capital injections and intra-grouploan

47、s),nil,US$3.0 million(through capital injections)and nil to its subsidiaries,respectively.In 2019,2020,2021 and the nine monthsended September 30,2022,Shanghai Hesai transferred nil,US$0.6 million,US$0.8 million and US$1.4 million through service feesand payments for purchasing materials to its subs

48、idiaries,respectively.In 2019,2020,2021 and the nine months ended September 30,2022,subsidiaries of Shanghai Hesai transferred US$0.3 million,US$4.7 million,US$1.8 million and US$0.1 million throughpayments for purchasing materials or finished goods to Shanghai Hesai,respectively.In 2019,2020,2021 a

49、nd the nine months endedSeptember 30,2022,Oxigraf,Inc.,a subsidiary in the U.S.,transferred nil,nil,US$1.3 million and US$0.1 million through paymentsfor purchasing finished goods to a subsidiary of Shanghai Hesai in the PRC,respectively.We have established stringent controls andprocedures for cash

50、flows within our organization.Each transfer of cash among our Cayman Islands holding company and oursubsidiaries is subject to internal approval.To effect a cash transfer,a number of steps are needed,including but not limited to theissuance of payment receipt,logging into the online banking system a

51、nd completing its verification process,inspection of the invoice,and payment execution.A single employee is not permitted to complete each and every stage of a cash transfer,but rather only portionsof the whole procedure.Only the finance department is authorized to make cash transfers.Within the fin

52、ance department,the roles ofpayment approval,payment execution,record keeping,and auditing are segregated to minimize risk.In the same periods,no assetsother than cash were transferred between the Parent and a subsidiary,no subsidiaries paid dividends or made other distributions to theParent,and no

53、dividends or distributions were paid or made to U.S.investors.For a detailed description of how cash is transferredthrough our organization,see“SummaryCash Flows through Our Organization.”See“Risk Factors”beginning on page 20 for factors you should consider before buying the ADSs.PRICE US$PER ADSNei

54、ther the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense.Per ADS Total Initial public offering price US$US

55、$Underwriting discount and commissions US$US$Proceeds,before expenses,to us US$US$See“Underwriting”for additional information regarding compensation payable by us to the underwriters.The underwriters have a 30-day option to purchase up to an additional ADSs from us at the initial publicoffering pric

56、e less the underwriting discount.The underwriters expect to deliver the ADSs to purchasers on ,2023.Goldman SachsMorgan StanleyHuatai SecuritiesProspectus dated ,2023.(1)2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm4/295

57、TABLE OF CONTENTS2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm5/295TABLE OF CONTENTS2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm6/295TABLE

58、OF CONTENTS2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm7/295TABLE OF CONTENTS2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm8/295TABLE OF CON

59、TENTS2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm9/295TABLE OF CONTENTS2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm10/295TABLE OF CONTENTS

60、 TABLE OF CONTENTS Prospectus Summary 1 The Offering 15 Summary Combined and Consolidated Financial Data 17 Risk Factors 20 Special Note Regarding Forward-Looking Statements 67 Use of Proceeds 69 Dividend Policy 70 Capitalization 71 Dilution 72 Enforceability of Civil Liabilities 74 Corporate Histor

61、y and Structure 76 Managements Discussion and Analysis of Financial Condition and Results of Operations 77 Industry 102 Business 112 Regulation 137 Management 152 Principal Shareholders 158 Related Party Transactions 161 Description of Share Capital 162 Description of American Depositary Shares 174

62、Shares Eligible for Future Sale 184 Taxation 186 Underwriting 192 Expenses Related to this Offering 202 Legal Matters 203 Experts 204 Where You Can Find Additional Information 205 Index to Combined and Consolidated Financial Statements F-1 We have not authorized anyone to provide any information oth

63、er than that contained in this prospectusor in any free writing prospectus prepared by or on behalf of us or to which we may have referred you.Wetake no responsibility for,and can provide no assurance as to the reliability of,any other information thatothers may give you.We and the underwriters have

64、 not authorized any other person to provide you withdifferent or additional information.We are offering to sell,and seeking offers to buy the ADSs,only injurisdictions where offers and sales are permitted.The information contained in this prospectus is accurateonly as of the date of this prospectus,

65、regardless of the time of delivery of this prospectus or any sale of theADSs.We have not taken any action to permit a public offering of the ADSs outside the United States or topermit the possession or distribution of this prospectus outside the United States.Persons outside the UnitedStates who com

66、e into possession of this prospectus must inform themselves about and observe anyrestrictions relating to the offering of the ADSs and the distribution of the prospectus outside the UnitedStates.Until ,2023(the 25th day after the date of this prospectus),all dealers that buy,sell ortrade ADSs,whethe

67、r or not participating in this offering,may be required to deliver a prospectus.This is inaddition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect totheir unsold allotments or subscriptions.i 2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov

68、/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm11/295 TABLE OF CONTENTS PROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read in conjunction with,the moredetailed information and financial statements appearing elsewhere in this prospectus.In a

69、ddition to thissummary,we urge you to read the entire prospectus carefully,especially the risks of investing in the ADSsdiscussed under“Risk Factors,”before deciding whether to invest in the ADSs.This prospectus containsinformation from an industry report dated June 2021,and updated in May 2022 and

70、September 2022commissioned by us and prepared by Frost&Sullivan,an independent research firm,regarding HesaiTechnologys industry and market position in China.We refer to this report as the“Frost&SullivanReport.”OverviewHesai Technology is the global leader in three-dimensional light detection and ra

71、nging(LiDAR)solutions.Its LiDAR products enable a broad spectrum of applications across(i)passenger or commercialvehicles with advanced driver assistance systems,or ADAS,(ii)autonomous vehicle fleets providingpassenger and freight mobility services,or Autonomous Mobility,and(iii)other applications s

72、uch as last-mile delivery robots,street sweeping robots,and logistics robots in restricted areas,or Robotics.We believe that Hesai Technology is the most commercially successful LiDAR company globally.Its shipment volume,revenue scale and margins validate its global leadership.It has shipped over103

73、,000 LiDAR units from 2017 to December 31,2022,and it has shipped over 80,400 LiDAR unitsin aggregate in 2022.In particular,it has shipped approximately 62,000 LiDAR units for ADAScustomers in aggregate in 2022,which demonstrates the highest estimated shipment volume ofLiDAR units(excluding low-end

74、LiDARs with 16 channels or less)for ADAS customers in 2022,according to the Frost&Sullivan Report.It generated the highest revenue as compared with listedLiDAR companies around the world for the nine months ended September 30,2022,outperformingthe second place by over 3.6 times,according to the Fros

75、t&Sullivan Report.Its industry-leadinggross margin of approximately 50%from 2020 onwards enables it to organically and rapidly grow itsbusiness.It is one of the few companies that have shipped LiDAR products in volume to automotive OEMs inthe ADAS market and the first company in the world that deliv

76、ers over 10,000 LiDAR units permonth,according to the Frost&Sullivan Report.According to the Yole Intelligence Report thatsampled 54 ADAS customers,it is No.1 in terms of LiDAR design wins.It paved the way forLiDARs from technology innovation to mass production and wide application,driven by theevol

77、ution for more intelligent vehicles.After volume shipment began in July 2022,it shippedapproximately 60,000 LiDAR units in the six months ended December 31,2022 to the ADASmarket,which was groundbreaking in the industry.Its top ADAS customers,in terms of expectedshipment volume as of September 30,20

78、22,include Li Auto,Jidu,Lotus,an electric vehiclemanufacturer headquartered in China and a leading consumer electronics manufacturer in China thathas leaped into the electric vehicles industry.It is also the global leader for LiDARs in the Autonomous Mobility market in 2021 in terms ofrevenue,having

79、 an approximately 60%share of the global market,according to the Frost&SullivanReport.As of December 31,2021,12 out of the 15 top global autonomous driving companies usedits LiDARs as their primary LiDAR solution,meaning that Hesai Technology had the largest shareby purchase dollar amount for the cu

80、rrent fleet of each of the 12 companies,according to the Frost&Sullivan Report.These top 15 companies are defined in terms of testing miles traveled as reported bythe California Department of Motor Vehicles in 2021.We believe there are three attributes critical to the development of LiDARs:Performan

81、ce,Quality,andCost.Depending on the scenario or the application,Hesai Technologys customers have varying needs.ItsADAS customers generally have strict requirements on all three aspects,especially on Cost.LiDAR forAutonomous Mobility requires higher performance and quality,as they are critical to the

82、 successfuldevelopment and safe operation of full autonomous driving solutions,with cost tending to be a secondary Performance of LiDAR products refers to the detection range,point density,distance accuracy and precision,among others.Formore detailed description of Performance,Quality and Cost,see“P

83、rospectus Summary Conventions That Apply to This Prospectus.”1 112023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm12/295 TABLE OF CONTENTS consideration.For Robotics,its customers have demonstrated varying levels of cost sen

84、sitivity dependingon the application,which range from last-mile delivery robots to street sweeping robots.Hesai Technologydesigns and manufactures LiDARs to push limits across each of the three elements,while striking what itbelieves is the optimal balance for different applications and industries,w

85、hich has led to its continuedsuccess in the ADAS and Autonomous Mobility markets.LiDARs are highly sophisticated instruments,consisting of the following key components.TX/RX system,or the laser transmitter(TX)and receiver(RX)system,is the key in the entire LiDARunit and holds the electronic and phot

86、onic components that send and receive laser light and processthe signals into distance measurements.The TX/RX system is critical to ensuring a LiDARs highperformance and its design is one of the key areas where we excel compared to other LiDARproviders.Beam steering system,which steers the laser lig

87、ht for the TX/RX system.See“BusinessOurLiDAR Technology and Innovative Approach to TX/RX DesignBeam Steering System.”Other supporting infrastructure,including optics,mechanical structures,circuits,and firmware,among others.Hesai Technologys semiconductor-based TX/RX system design uses application-sp

88、ecific integratedcircuits,or ASICs,and offers significant advantages over architectures based on discrete components oflegacy LiDAR.Its ASIC-based LiDAR approach features a large number of channels driven by ASICs,combinedwith a simple but robust beam steering system.In this way,it is able to delive

89、r a system that offersgreater Performance,higher Quality and consistency at lower Cost.In particular,its proprietaryASICs drive a large number(currently up to 128)of individually addressable laser channels withdynamic exposure functions in the TX/RX system.Its AT128,a breakthrough LiDAR product for

90、the ADAS market,for example,is based on itsproprietary ASICs and is able to deliver superior performance at high precision,lower powerconsumption per channel,in a smaller form factor and at a lower cost compared to legacy LiDAR.From volume shipment began in July 2022,it shipped approximately 60,000

91、units of the AT seriesfeaturing one-dimensional solid-state electronic scanning for the six months ended December 31,2022.ASICs allow Hesai Technology to maximize the performance of LiDARs via fully customized signalprocessing while concurrently reducing power consumption.The legacy LiDAR involves a

92、ssemblinghundreds of discrete components,which leads to a higher likelihood of quality issues andinconsistency,whereas the ASIC-based LiDARs integrate multiple functions into a few chips,whichreduces system complexity and achieves lower cost thanks to a simplified manufacturing process.Hesai Technol

93、ogy has completed its v1.5 ASIC upgrade and will continue to upgrade its ASICsonwards and leverage the existing advanced manufacturing processes in the semiconductor supplychain to deliver better price-to-performance.Hesai Technologys proprietary manufacturing process constitutes another of its majo

94、r advantages andhas contributed to its success to date.It integrates LiDAR design and manufacturing into an indivisible and seamless process.As theLiDAR industry continues to evolve quickly,its in-house integrated manufacturing capabilities,which cover design,manufacturing,calibration and testing,pr

95、ovide instant trial feedback for it torefine its LiDAR design and manufacturing process,thereby enabling rapid product development andfast iteration cycles.Given the complexity of LiDARs as an innovative product encompassing optics,electronic engineering,mechanical engineering,and semiconductor,amon

96、g others,Hesai Technologyis capable to design and build up the manufacturing process from scratch,leveraging its accumulatedinsights on various aspects of LiDARs.Moreover,given the complexity and high level of expertiserequired to manufacture our products,we believe in-house manufacturing allows Hes

97、ai Technologyto better control product quality,ensure product consistency,improve manufacturing efficiency,and 2 2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm13/295 TABLE OF CONTENTS safeguard manufacturing process know-

98、how at affordable cost.The know-how then furtherstrengthens its in-house manufacturing capability and helps establish a virtuous cycle to solidify itsadvantages over its competitors.Hesai Technology has strategically built its current manufacturing facility,which coversapproximately 270,000 square f

99、eet and is certified under IATF 16949 and ISO 9001,in Jiading,Shanghai,the hub for automotive OEMs in China.This manufacturing facility,together with atransitional production line,supports an annual production capacity of 35,000 units for the non-ATseries,plus an expected monthly production capacity

100、 of approximately 20,000 units for the ATseries,which fulfills the present demand for Hesai Technologys LiDAR products.Hesai Technologyis building a new facility of approximately 740,000 square feet,which is expected to commenceoperation in 2023 and is expected to eventually increase its annual prod

101、uction capacity up toapproximately 1.2 million units.Hesai Technology provides LiDAR solutions to the ADAS,Autonomous Mobility and Roboticsmarkets.ADAS.Hesai Technologys advantages leading to its success in the ADAS market are manifested in:(i)its ability to design and manufacture LiDAR units in sca

102、lable production volume,(ii)itsinnovative approach to ASIC-based TX/RX design,and(iii)its capability to fulfill the functionalsafety requirement for automotive-grade standard.Hesai Technology is currently the bellwether ofachieving scalable manufacturing and volume shipment in the ADAS market.It is

103、one of the fewworld-leading companies that have shipped LiDAR products in volume to automotive OEMs in theADAS market,according to the Frost&Sullivan Report.According to the Yole Intelligence Reportthat sampled 54 ADAS customers,it is No.1 in terms of LiDAR design wins.Its manufacturingcapacity dedi

104、cated to the ADAS market is expected to reach approximately 20,000 units per month,and it has shipped approximately 62,000 LiDAR units in aggregate in 2022 to its ADAS customers.Its commercial success in the ADAS market has substantiated its advanced technology and provedthe Performance and Quality

105、of its products in the actual on-the-road scenarios.Its top ADAScustomers,in terms of expected shipment volume as of September 30,2022,include Li Auto,Jidu,Lotus,an electric vehicle manufacturer headquartered in China and a leading consumer electronicsmanufacturer in China that has leaped into the e

106、lectric vehicles industry.According to the Frost&Sullivan Report,the global LiDAR solution market for ADAS in terms of revenue wasUS$0.2 billion in 2021,and is expected to reach US$64.9 billion in 2030,representing a CAGR of93.8%.Autonomous Mobility.The LiDAR solution market for Autonomous Mobility

107、has been HesaiTechnologys first battlefield to commercialize its LiDAR products and build its leadership in theindustry.According to the Frost&Sullivan Report,Hesai Technology is the global No.1 LiDARsolution provider in terms of revenue in the Autonomous Mobility application market in 2021,represen

108、ting approximately 60%of the global market share.Its top five customers in terms ofrevenues in 2020 for LiDAR solutions in the Autonomous Mobility industry include,among others,aleading global OEM headquartered in the United States,Baidu,Inc.,Aurora,Pony.ai,and a leadingmobility service and technolo

109、gy company headquartered in the United States.Its top five customersin terms of revenues in 2021 were a leading global OEM headquartered in the United States,AutoX,Baidu,a top global OEM headquartered in Germany and WeRide.Its top five customers in terms ofrevenues in the nine months ended September

110、 30,2022 were Li Auto,AutoX,a leading global OEMheadquartered in the United States,a top global OEM headquartered in Germany and an autonomousvehicle company headquartered in the United States.According to the Frost&Sullivan Report,theLiDAR solution market for Autonomous Mobility in terms of revenue

111、 was US$0.2 billion in 2021,and is expected to reach US$22.3 billion in 2030,representing a compound annual growth rate,orCAGR,of 73.6%.Robotics.In addition to the ADAS and Autonomous Mobility markets that it strategically focuseson,Hesai Technology also leverages its proprietary TX/RX system with e

112、mbedded ASICs to developLiDAR products for the Robotics market.It has entered into multi-year agreements with Nuro,Meituan,and Neolix for deployments of last-mile delivery services in this market.According to theFrost&Sullivan Report,the global LiDAR solution market for Robotics in terms of revenue

113、wasUS$0.1 billion in 2021,and is expected to reach US$16.7 billion in 2030,representing a CAGR of71.5%.3 2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm14/295 TABLE OF CONTENTS The following picture illustrates Hesai Techn

114、ologys major product pipelines embedded with its ASICdevelopment roadmap.Hesai Technology has already started commercializing its technology and has begun shipping itsLiDAR units in increasing volumes.Revenue on approximately 14,000 shipped LiDAR units wasrecognized in 2021 as compared to approximat

115、ely 4,200 shipped units in 2020.Hesai Technology has beengrowing rapidly while maintaining industryleading gross margins as compared to major publicly listedLiDAR companies,according to the Frost&Sullivan Report.Our net revenues increased by 19.4%fromRMB348.1 million in 2019 to RMB415.5 million in 2

116、020,and further increased by 73.5%from RMB415.5million in 2020 to RMB720.8 million(US$101.3 million)in 2021.Our gross margin for 2019,2020,and2021 was 70.3%,57.5%,and 53.0%,respectively,and our net loss for the same periods was RMB120.2million,RMB107.2 million,and RMB244.8 million(US$34.4 million),r

117、espectively.Our EBITDA,a non-GAAP financial measure,was negative RMB128.7 million,negative RMB109.1 million,and negativeRMB250.3 million(US$35.2 million)in 2019,2020,and 2021,respectively.See“ManagementsDiscussion and Analysis of Financial Condition and Results of OperationsNon-GAAP FinancialMeasure

118、.”For the nine months ended September 30,2022,we recognized revenue on approximately 32,400shipped LiDAR units,as compared to over 8,000 shipped units in the nine months ended September 30,2021.Our net revenues increased by 72.7%from RMB459.4 million in the nine months endedSeptember 30,2021 to RMB7

119、93.5 million(US$111.5 million)in the nine months ended September 30,2022.Our gross margin for the nine months ended September 30,2021 and 2022 was 53.3%and 44.0%,respectively,and our net loss for the same periods was RMB174.8 million and RMB165.5 million(US$23.3 million),respectively.Our EBITDA,a no

120、n-GAAP financial measure,was negative RMB169.6million and negative RMB176.1 million(US$24.8 million)in the nine months ended September 30,2021and 2022,respectively.See“Managements Discussion and Analysis of Financial Condition and Results ofOperationsNon-GAAP Financial Measure.”StrengthsWe believe t

121、he following strengths position Hesai Technology well to capitalize on the opportunities inproviding LiDAR solutions for the ADAS,Autonomous Mobility,and Robotics markets:recognized global leadership;strong partnerships with industry-leading players;4 2023/2/1tm2120356-19_f1-none-68.1878305shttps:/w

122、ww.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm15/295 TABLE OF CONTENTS commercially validated solutions backed by superior research and development on LiDARtechnologies and ASICs;strong in-house manufacturing enabling rapid development and high Quality;andvisionary man

123、agement team with a proven track record of innovation and commercialization.Growth StrategiesOur business objective is to solidify the current dominant position in providing LiDAR solutions to thesurging ADAS and Autonomous Mobility markets and extend that leadership to the emerging Roboticsmarket.K

124、ey elements of our strategies include:leveraging the proprietary ASICs to solidify leadership in the ADAS and the Autonomous Mobilitymarkets;anchoring the market leadership in China and leveraging the accumulated know-how to advance inthe competition for international LiDAR markets;extending and enh

125、ancing partnerships with industry-leading companies;investing in manufacturing capabilities that enable continued delivery of products with highperformance and reliability at an attractive price to customers;expanding footprint in the Robotics market to serve more industries;anddeveloping software s

126、uites to provide comprehensive LiDAR solutions with flexibility.Corporate History and StructureWe commenced our operations in October 2014 through Hesai Photonics Technology Co.,Ltd.,nowknown as Hesai Technology Co.,Ltd.,or Shanghai Hesai,a limited liability company incorporated underthe laws of the

127、 PRC.Our initial focus was on high-performance laser sensors used in natural gas and otherindustries,but we shifted our primary business to the development,manufacturing and sales of LiDARproducts in 2016.Since then,we have developed and produced a full range of LiDAR solutions andproducts for vario

128、us applications in ADAS,Autonomous Mobility and Robotics.Through Shanghai Hesai,we established HESAI INC.,a California corporation,and Shanghai HesaiTrade Co.,Ltd.,a PRC limited liability company,in October 2017 and May 2019,respectively.HESAI INC.and Shanghai Hesai Trade Co.,Ltd.serve as our primar

129、y sales platforms in the U.S.and China,respectively.To facilitate our offshore financing,we established Hesai Group,our offshore holding companyincorporated under the laws of the Cayman Islands,in April 2021.Shortly following its incorporation,HesaiGroup established a wholly owned subsidiary in Hong

130、 Kong,Hesai Hong Kong Limited,which now holds100%interest in Shanghai Hesai.In May and June 2021,as part of our reorganization,the shareholders of Shanghai Hesai transferredtheir equity interests in Shanghai Hesai to Hesai Hong Kong Limited,and they or their affiliates subscribedfor ordinary shares

131、of Hesai Group in proportion to their respective interests in Shanghai Hesai prior to thereorganization,where entities owned by the three founders subscribed for Class A ordinary shares and othershareholders of Shanghai Hesai subscribed for Class B ordinary shares.Around the same time,wecompleted a

132、new round of financing,issuing Class B ordinary shares of Hesai Group to a number of newinvestors.Including this new round of financing,we have raised a total of approximately US$536 million.5 2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/t

133、m2120356-19_f1.htm16/295 TABLE OF CONTENTS The following diagram illustrates our corporate structure,including our principal subsidiaries,as of thedate of this prospectus:Summary of Risk FactorsInvesting in our ADSs involves significant risks.You should carefully consider all of the information inth

134、is prospectus before making an investment in our ADSs.Below please find a summary of the principalrisks we face,organized under relevant headings.These risks are discussed more fully in the section titled“Risk Factors.”Risks Related to Our Business and IndustryWe are an early stage company with a hi

135、story of losses,and we may not be able to achieveprofitability in the future.Our limited operating history makes it difficult to evaluate our future prospects and the risks andchallenges we may encounter.Our LiDAR products used on vehicles are highly complex and may contain defects or otherwise fail

136、to perform in line with expectations,which could reduce the market adoption of our new products,damage our reputation with current or prospective customers,expose us to product liability and otherclaims and adversely affect our operating results.If our LiDAR products are not selected by automotive o

137、r robot OEMs or their suppliers,our businesswill be materially and adversely affected.We currently have and target many customers that are large corporations with substantial negotiatingpower,exacting product standards and potentially competitive internal solutions.If we are unable tosell our produc

138、ts to these customers or do so on terms acceptable to us,our prospects and results ofoperations will be adversely affected.Our ability to develop,manufacture,and deliver LiDAR products of high quality and appeal tocustomers,on schedule,and on a large scale is still evolving.6 2023/2/1tm2120356-19_f1

139、-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm17/295 TABLE OF CONTENTS We are early in our efforts to develop and commercialize our in-house ASICs,and we cannot assureyou that such efforts will succeed.We operate in highly competitive markets a

140、nd some market participants have substantially greaterresources.We compete against a large number of both established competitors and new marketentrants.Although we believe that LiDAR is the industry standard for ADAS,Autonomous Mobility andcertain other emerging markets,market adoption of LiDAR is

141、uncertain.If market adoption ofLiDAR does not continue to develop,or develops more slowly than we expect,our business will beadversely affected.Because LiDAR is new in most of the markets we are seeking to enter,forecasts of market growth inthis prospectus may not be accurate.The PCAOB had historica

142、lly been unable to inspect our auditor in relation to their audit work.Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if thePCAOB is unable to inspect or investigate completely auditors located in China.The delisting of theADSs,or the threat of their being

143、 delisted,may materially and adversely affect the value of yourinvestment.Risks Related to Doing Business in ChinaThe PRC government has significant authority in regulating our operations and may influence orintervene in our operations at any time.Actions by the PRC government to exert control overo

144、fferings conducted overseas by,and foreign investment in,China-based issuers could significantlylimit or completely hinder our ability to offer or continue to offer securities to investors and causethe value of such securities to significantly decline or be worthless.Implementation of industry-wider

145、egulations in this nature may also cause the value of such securities to significantly decline orbecome worthless.For more details,see“Risk FactorsRisks Related to Doing Business in ChinaThe PRC government has significant oversight and discretion over our business operation,and itmay influence or in

146、tervene in our operations at any time as part of its efforts to enforce PRC law,which could result in a material adverse change in our operations and the value of our ADSs;”Uncertainties exist with respect to how the PRC Foreign Investment Law may impact the viability ofour current corporate structu

147、re and operations;Changes in Chinas economic,political or social conditions or government policies could have amaterial adverse effect on our business and operations;Risks and uncertainties arising from the legal system in China,including risks and uncertaintiesregarding the enforcement of laws and

148、the fact that rules and regulations in China may evolvequickly with any public consultation and advanced notice period being relatively short in terms ofthe time that we may need to fully adapt to such changes,all of which could result in a materialadverse change in our operations and the value of o

149、ur ADSs.For more details,see“Risk FactorsRisks Related to Doing Business in ChinaUncertainties with respect to the PRC legal systemcould materially and adversely affect us;”The approval and/or other requirements of the CSRC or other PRC governmental authorities may berequired in connection with this

150、 offering under PRC rules,regulations or policies,and,if required,we cannot predict whether or for how long we will be able to obtain such approval.Any failure toobtain or delay in obtaining the requisite governmental approval for this offering,or a rescission ofsuch approval,would subject us to san

151、ctions imposed by the relevant PRC governmental authority;Any failure to comply with the various applicable laws and regulations related to data security andcybersecurity could affect our offshore listing and lead to liabilities,penalties or other regulatoryactions,which could have a material and ad

152、verse effect on our business,financial condition andresults of operations;We are subject to PRC laws and regulations restricting capital flows which may affect our liquidity.See“Risk FactorsRisks Related to Doing Business in ChinaWe may rely on dividends andother distributions on equity paid by our

153、PRC subsidiaries to fund any cash and financingrequirements 7 2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm18/295 TABLE OF CONTENTS we may have,and any limitation on the ability of our PRC subsidiaries to make payments t

154、o us couldhave a material and adverse effect on our ability to conduct our business”and“Risk FactorsRisksRelated to Doing Business in ChinaPRC regulation of loans to and direct investment in PRCentities by offshore holding companies may delay us from using the proceeds of this offering tomake loans

155、or additional capital contributions to our PRC subsidiaries,which could materially andadversely affect our liquidity and our ability to fund and expand our business.”Chinas M&A Rules and certain other PRC regulations establish complex procedures for certainacquisitions of PRC companies,which could m

156、ake it more difficult for us to pursue growth throughacquisitions in China.General Risks Related to Our ADSs and This OfferingAn active trading market for our ordinary shares or our ADSs may not develop and the trading pricefor our ADSs may fluctuate significantly.We are an emerging growth company w

157、ithin the meaning of the Securities Act and may takeadvantage of certain reduced reporting requirements.Our dual-class share structure with different voting rights will limit your ability to influencecorporate matters and could discourage others from pursuing any change of control transactions thath

158、olders of our Class B ordinary shares and ADSs may view as beneficial.Permissions for Our Operation and Securities Issuances to Foreign Investors and Recent RegulatoryDevelopmentsTo the extent that the discussions in this section on PRC permissions relate to matters of PRC law,it isthe opinion of Co

159、mmerce&Finance Law Offices,our PRC counsel.Under PRC laws and regulations,weare required to obtain or complete a number of licenses,approvals,registrations,filings and otherpermissions for our operation,including without limitation,the Customs Import And Export GoodsConsignee or Consignor Record Ret

160、urn Receipt for our import and export business,the Fixed SourceDischarge Registration Return Receipt for the pollutant emissions from our production process,and theType Approval Certificate for Radio Transmitting Equipment and Record-filing of Sale of RadioTransmitting Equipment for certain of our p

161、roducts.See“Risk FactorsRisks Related to Our Business andIndustryIf we fail to obtain and maintain the requisite licenses,permits,registrations and filingsapplicable to our business,or fail to obtain additional licenses,permits,registrations or filings that becomenecessary as a result of new enactme

162、nt or promulgation of government policies,laws or regulations or theexpansion of our business,our business and results of operations may be materially and adversely affected.”The expansion of our manufacturing facilities is also subject to a number of government supervision andapproval procedures.Se

163、e“Risk FactorsRisks Related to Our Business and IndustryThe expansion ofour manufacturing facilities may be subject to delays,disruptions,cost overruns,or may not produceexpected benefits.”As of the date of this prospectus,we have obtained all such required permissions for ourcurrent operation.On No

164、vember 14,2021,the Cyberspace Administration of China,or the CAC,issued theAdministrative Regulations of Cyber Data Security(Draft for Comments),or the Draft Cyber Data SecurityRegulations,which provide that data processors conducting the following activities shall apply forcybersecurity review:(i)m

165、erger,reorganization or spin-off of Internet platform operators that have acquireda large number of data resources related to national security,economic development or public interestsaffects or may affect national security;(ii)listing abroad of data processors processing over one millionusers perso

166、nal information;(iii)listing in Hong Kong which affects or may affect national security;(iv)other data processing activities that affect or may affect national security.On December 28,2021,the CAC,together with other relevant administrative departments,jointly promulgated the Cybersecurity ReviewMea

167、sures which became effective on February 15,2022.According to the Cybersecurity Review Measures,an internet platform operator who possesses personal information of more than one million users shall applyfor a cybersecurity review before listing in a foreign country,and the relevant governmental auth

168、orities mayinitiate a cybersecurity review if they consider that the relevant network products or services or dataprocessing activities affect or may affect national security.On March 17,2022,we received confirmation inwriting from the China Cybersecurity Review Technology and Certification Center,o

169、r the CCRC,theinstitution designated by the CAC to receive application materials for cybersecurity review and conductexaminations 8 2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm19/295TABLE OF CONTENTS of such application

170、s.The CCRC confirmed to us that we would not be required to apply for a cybersecurityreview in connection with this offering and our proposed listing if we do not possess over one million userspersonal information prior to the completion of this offering and our proposed listing.As a result,based on

171、the fact that we are not in possession of more than one million users personal information,we are notsubject to cybersecurity review by the CAC for this offering and our proposed listing.See“Risk FactorsRisks Related to Doing Business in ChinaAny failure to comply with the various applicable laws an

172、dregulations related to data security and cybersecurity could affect our offshore listing and lead to liabilities,penalties or other regulatory actions,which could have a material and adverse effect on our business,financial condition and results of operations.”On July 6,2021,the PRC government prom

173、ulgated the Opinions on Strictly Cracking Down on IllegalSecurities Activities,or the July 6 Opinions,which,among other things,called for enhanced administrationand supervision of overseas-listed China-based companies,proposed to strengthen the supervision ofoverseas issuance and listing of shares b

174、y China-based companies and clarified the responsibilities ofcompetent domestic industry regulators and government authorities.Since the July 6 Opinions werepromulgated,no further explanations or detailed rules and regulations with respect to the July 6 Opinionshave been issued,leaving uncertainties

175、 regarding the interpretation and implementation of the July 6Opinions.We do not believe that any provision in the July 6 Opinions had a material adverse impact on ourbusiness or offshore listing plan.On December 24,2021,the State Councils Administrative Regulations onOverseas Issuance and Listing o

176、f Securities by Domestic Enterprises(Draft for Public Comments),or theDraft Overseas Listing Administration Provisions,and the Administrative Measures on Filing of OverseasIssuance and Listing of Securities by Domestic Enterprises(Draft for Public Comments)were released forpublic comments by the CSR

177、C,and such public comment period has ended.Pursuant to these drafts,PRCdomestic companies that directly or indirectly offer or list their securities in an overseas market,whichinclude(i)any PRC company limited by shares,and(ii)any offshore company that conducts its businessoperations primarily in Ch

178、ina and contemplates an offering or listing of its securities in an overseas marketbased on its onshore equities,assets or similar interests,are required to file with the CSRC within threebusiness days after submitting their listing application documents.The drafts,among others,furtherstipulate that

179、 when determining whether an offering and listing shall be deemed as an“indirect overseasoffering and listing by a Chinese company”,the principle of“substance over form”shall be followed,and ifthe issuer meets the following conditions,its offering and listing shall be determined as an“indirectoverse

180、as offering and listing by a Chinese company”and is therefore subject to the filing requirement:(1)the revenues,profits,total assets or net assets of the Chinese operating entities in the most recent financialyear account for more than 50%of the corresponding data in the issuers audited consolidated

181、 financialstatements for the same period;or(2)the majority of senior management in charge of business operationsare Chinese citizens or have domicile in the PRC,and its principal place of business is located in the PRC ormain business activities are conducted in the PRC.Failure to complete such fili

182、ng may subject a PRCdomestic company to a warning or a fine between RMB1 million and RMB10 million.If the circumstancesare serious,the PRC domestic company may be ordered to suspend its business or suspend its operation forrectification,or its permits or businesses license may be revoked.However,as

183、of the date of this prospectus,uncertainties exist regarding the final form of these regulations as well as the interpretation andimplementation thereof after promulgation.In the event that these drafts come into effect before theconsummation of this offering,we will take any and all actions necessa

184、ry to complete the required filingwith the CSRC.See“Risk FactorsRisks Related to Doing Business in ChinaThe approval and/orother requirements of the CSRC or other PRC governmental authorities may be required in connection withthis offering under PRC rules,regulations or policies,and,if required,we c

185、annot predict whether or for howlong we will be able to obtain such approval.Any failure to obtain or delay in obtaining the requisitegovernmental approval for this offering,or a rescission of such approval,would subject us to sanctionsimposed by the relevant PRC governmental authority.”We plan to c

186、omply with the filing procedures of theCSRC with respect to this offering,if and when such procedures are adopted by the CSRC.On April 2,2022,the CSRC,together with the MOF,the National Administration of State SecretsProtection,or the NAPSS,and the National Archives Administration of China,or the SA

187、AC,issued theProvisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offeringand Listing by Domestic Companies(Draft for Comments),or the Draft Archives Rules,for publiccomment.The Draft Archives Rules reiterate that working papers produced in the PRC by securi

188、tiescompanies and securities service providers for direct and indirect overseas offering and listing by domesticcompanies,should 9 2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm20/295TABLE OF CONTENTS be retained in the P

189、RC,and,without prior approval by competent authorities of the PRC,such workingpapers shall not be brought,mailed or otherwise transferred to recipients outside of the PRC.Furthermore,the Draft Archives Rules establish a cross-border regulatory cooperation mechanism as prescribed in thePRC Securities

190、 Law and strengthen cross-border regulatory cooperation as prescribed in the Draft OverseasListing Administration Provisions,which shifts the overall direction of cross-border supervision of overseasoffering and listing from a“dominated by domestic regulators or depend on the conclusions of inspecti

191、onsby domestic regulators”approach to a“cross-border regulatory cooperation”mechanism.The DraftArchives Rules were released only for soliciting public comments at this stage and their final form,interpretation and implementation remain substantially uncertain.Cash Flows through Our OrganizationHesai

192、 Group,our holding company,or the Parent,may transfer cash to Hesai Hong Kong Limited,itswholly owned subsidiary in Hong Kong,through capital injections and intra-group loans.Hesai Hong KongLimited,in turn,may transfer cash to Shanghai Hesai,its wholly owned subsidiary in the PRC,throughcapital inje

193、ctions and intra-group loans.Similarly,Shanghai Hesai may transfer cash to its wholly ownedsubsidiaries in the PRC and,upon approval from relevant PRC authorities,to subsidiaries in the U.S.,through capital injections and intra-group loans.If our wholly owned subsidiaries in the PRC realizeaccumulat

194、ed after-tax profits,they may,upon satisfaction of relevant statutory conditions and procedures,pay dividends or distribute earnings to Hesai Hong Kong Limited.Hesai Hong Kong Limited,in turn,maytransfer cash to the Parent through dividends or other distributions.With necessary funds,the Parent mayp

195、ay dividends or make other distributions to U.S.investors and service any debt it may have incurredoutside of the PRC.In 2019,2020,2021,the Parent transferred nil,nil,US$472.7 million(upon theincorporation of Hesai Hong Kong Limited and through intra-group loans)and nil to Hesai Hong KongLimited,res

196、pectively,Hesai Hong Kong Limited transferred nil,nil,US$332.1 million(through capitalinjections)and nil to Shanghai Hesai,respectively,and Shanghai Hesai transferred US$5.3 million(throughcapital injections and intra-group loans),nil,US$3.0 million(through capital injections)and nil to itssubsidiar

197、ies,respectively.Cash is also transferred through our organization by way of intra-group transactions.In 2019,2020,2021 and the nine months ended September 30,2022,Shanghai Hesai transferred nil,US$0.6 million,US$0.8 million and US$1.4 million through service fees and payments for purchasing materia

198、ls to itssubsidiaries,respectively.In 2019,2020,2021 and the nine months ended September 30,2022,subsidiariesof Shanghai Hesai transferred US$0.3 million,US$4.7 million,US$1.8 million and US$0.1 million throughpayments for purchasing materials or finished goods to Shanghai Hesai,respectively.In 2019

199、,2020,2021and the nine months ended September 30,2022,Oxigraf,Inc.,a subsidiary in the U.S.,transferred nil,nil,US$1.3 million and US$0.1 million through payments for purchasing finished goods to a subsidiary ofShanghai Hesai in the PRC,respectively.In 2019,2020,2021 and the nine months ended Septem

200、ber 30,2022,no assets other than cash weretransferred between the Parent and a subsidiary,no subsidiaries paid dividends or made other distributionsto the Parent,and no dividends or distributions were paid or made to U.S.investors.Under PRC laws and regulations,we are subject to restrictions on fore

201、ign exchange and cross-bordercash transfers,including to the Parent and U.S.investors.Our ability to distribute earnings to the Parent andU.S.investors is also limited.We are a Cayman Islands holding company and rely on dividends and otherdistributions on equity from our PRC subsidiaries for our cas

202、h requirements,including the funds necessaryto pay dividends and other cash distributions to our shareholders and service any debt we may incur outsideof PRC.Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of theiraccumulated after-tax profits upon satisfaction of

203、 relevant statutory conditions and procedures,if any,determined in accordance with Chinese accounting standards and regulations.In addition,each of our PRCsubsidiaries is required to set aside at least 10%of its after-tax profits each year,if any,to fund certainreserve funds until the total amount s

204、et aside reaches 50%of its registered capital.These reserves,togetherwith the registered capital,are not distributable as cash dividends.Additionally,if our PRC subsidiariesincur debt on their own behalf in the future,the instruments governing their debt may restrict their ability topay dividends or

205、 make other distributions to us.In addition,the revenue and assets of our PRC subsidiariesare generally denominated in Renminbi,which is not freely convertible into other currencies.As a result,any restriction on currency exchange may limit the ability of our PRC subsidiaries to pay dividends to us.

206、For 10 2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm21/295TABLE OF CONTENTS more details,see“Risk FactorsRisks Related to Doing Business in ChinaWe may rely on dividendsand other distributions on equity paid by our PRC s

207、ubsidiaries to fund any cash and financing requirementswe may have,and any limitation on the ability of our PRC subsidiaries to make payments to us could have amaterial and adverse effect on our ability to conduct our business”and“Risk FactorsRisks Related toDoing Business in ChinaGovernmental contr

208、ol of currency conversion may limit our ability to utilizeour revenues effectively and affect the value of your investment.”We have established stringent controls and procedures for cash flows within our organization.Eachtransfer of cash among our Cayman Islands holding company and our subsidiaries

209、is subject to internalapproval.To effect a cash transfer,a number of steps are needed,including but not limited to the issuance ofpayment receipt,logging into the online banking system and completing its verification process,inspectionof the invoice,and payment execution.A single employee is not per

210、mitted to complete each and every stageof a cash transfer,but rather only portions of the whole procedure.Only the finance department isauthorized to make cash transfers.Within the finance department,the roles of payment approval,paymentexecution,record keeping,and auditing are segregated to minimiz

211、e risk.The Holding Foreign Companies Accountable ActPursuant to the Holding Foreign Companies Accountable Act,or the HFCAA,if the SEC determinesthat we have filed audit reports issued by a registered public accounting firm that has not been subject toinspections by the PCAOB for two consecutive year

212、s,the SEC will prohibit our shares or the ADSs frombeing traded on a national securities exchange or in the over-the-counter trading market in the United States.On December 16,2021,the PCAOB issued a report to notify the SEC of its determination that the PCAOBwas unable to inspect or investigate com

213、pletely registered public accounting firms headquartered inmainland China and Hong Kong,including our auditor.On December 15,2022,the PCAOB issued a reportthat vacated its December 16,2021 determination and removed mainland China and Hong Kong from thelist of jurisdictions where it is unable to insp

214、ect or investigate completely registered public accountingfirms.Each year,the PCAOB will determine whether it can inspect and investigate completely audit firmsin mainland China and Hong Kong,among other jurisdictions.If the PCAOB determines in the future that itno longer has full access to inspect

215、and investigate completely accounting firms in mainland China andHong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issuean audit report on our financial statements filed with the Securities and Exchange Commission,we would beidentified as a Commission

216、-Identified Issuer following the filing of the annual report on Form 20-F for therelevant fiscal year.There can be no assurance that we would not be identified as a Commission-IdentifiedIssuer for any future fiscal year,and if we were so identified for two consecutive years,we would becomesubject to

217、 the prohibition on trading under the HFCAA.See“Risk FactorsRisks Related to Our Businessand IndustryThe PCAOB had historically been unable to inspect our auditor in relation to their auditwork”and“Risk FactorsRisks Related to Our Business and IndustryOur ADSs may be prohibitedfrom trading in the Un

218、ited States under the HFCAA in the future if the PCAOB is unable to inspect orinvestigate completely auditors located in China.The delisting of the ADSs,or the threat of their beingdelisted,may materially and adversely affect the value of your investment.”Implication of Being an Emerging Growth Comp

219、anyAs a company with less than US$1.235 billion in revenue for our last fiscal year,we qualify as an“emerging growth company”pursuant to the Jumpstart Our Business Startups Act of 2012,as amended,orthe JOBS Act.An emerging growth company may take advantage of specified reduced reporting and otherreq

220、uirements compared to those that are otherwise applicable generally to public companies.Theseprovisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth companys internal control over financialrepo

221、rting.The JOBS Act also provides that an emerging growth company does not need to comply with anynew or revised financial accounting standards until such date that a private company is otherwise required tocomply with such new or revised accounting standards.Pursuant to the JOBS Act,we have elected

222、to takeadvantage of the benefits of this extended transition period for complying with new or revised accountingstandards.As a result,our operating results and financial statements may not be comparable to the operatingresults and financial statements of other companies who have adopted the new or r

223、evised accountingstandards.11 2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm22/295 TABLE OF CONTENTS We will remain an emerging growth company until the earliest of(a)the last day of the fiscal yearduring which we have to

224、tal annual gross revenues of at least US$1.235 billion;(b)the last day of our fiscalyear following the fifth anniversary of the completion of this offering;(c)the date on which we have,duringthe preceding three-year period,issued more than US$1.0 billion in non-convertible debt;or(d)the date onwhich

225、 we are deemed to be a“large accelerated filer”under the Securities Exchange Act of 1934,asamended,or the Exchange Act,which would occur if the market value of our ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscalquar

226、ter.Once we cease to be an emerging growth company,we will not be entitled to the exemptionsprovided in the JOBS Act discussed above.Implication of Being a Foreign Private IssuerWe are a foreign private issuer within the meaning of the rules under the Exchange Act,and as such weare exempt from certa

227、in provisions of the securities rules and regulations in the United States that areapplicable to U.S.domestic issuers.Moreover,the information we are required to file with or furnish to theSEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S.domestic i

228、ssuers.In addition,as an exempted company incorporated in the Cayman Islands,we arepermitted to adopt certain home country practices in relation to corporate governance matters that differsignificantly from the Nasdaq Stock Market Rules.See“Risk FactorsGeneral Risks Relating to OurADSs and This Offe

229、ringAs a company incorporated in the Cayman Islands,we are permitted to adoptcertain home country practices in relation to corporate governance matters that differ significantly from theNasdaq Stock Market listing standards.”Corporate InformationOur principal executive offices are located at 9th Flo

230、or,Building L2-B,1588 Zhuguang Road,QingpuDistrict,Shanghai 201702,Peoples Republic of China.Our telephone number at this address is+86(21)3158-8240.Our registered office in the Cayman Islands is located at the offices of Ogier Global(Cayman)Limited,89 Nexus Way,Camana Bay,Grand Cayman,KY1-9009,Caym

231、an Islands.Investors should submit any inquiries to the address and telephone number of our principal executiveoffices.Our main website is .The information contained on our website is not a part ofthis prospectus.Our agent for service of process in the United States is Cogency Global Inc.,located at

232、122 East 42nd Street,18th Floor,New York,NY 10168.Conventions That Apply to This ProspectusUnless otherwise indicated or the context otherwise requires,references in this prospectus to:“15 top global autonomous driving companies”are to the top 15 companies ranked by testing milestraveled as reported

233、 by the California Department of Motor Vehicles in 2021;“ADAS”are to advanced driver-assistance systems;“ADSs”are to American depositary shares,each of which represents Class Bordinary shares;“AEC-Q”are to a standard issued by the Automotive Electronics Council regarding the conformityof components;

234、“ASIC”are to application-specific integrated circuit;“ASTM”are to the American Society for Testing and Materials;“Autonomous Mobility”are to using driverless vehicles to move passengers or goods autonomously,examples include robotaxis and robotrucks;“beam steering”are to scanning of the laser beam,w

235、hich changes the emission directions of the laserbeam in a LiDAR system;“BVI”are to the British Virgin Islands;“CAGR”are to compound annual growth rate;12 2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm23/295 TABLE OF CONT

236、ENTS “China”or the“PRC”are to the Peoples Republic of China,excluding,for the purposes of thisprospectus only,Hong Kong,Macau and Taiwan;“Class A ordinary shares”are to our Class A ordinary shares,par value US$0.0001 per share;“Class B ordinary shares”are to our Class B ordinary shares,par value US$

237、0.0001 per share;“Cost”are to the per unit price for each LiDAR unit.Customers of LiDAR units for differentapplications and industries have varying levels of cost sensitivity,which is usually influenced byfactors such as timeline for mass adoption,volume of units needed and business models of the ta

238、rgetapplication,among others;“FMEA”are to failure mode and effects analysis;“FMEDA”are to failure modes effects and diagnostic analysis;“FOV”are to field of view;“FTA”are to fault tree analysis;“GaAs”are to gallium arsenide;“GB standards”are to Guobiao standards,the Chinese national standards;“Hesai

239、,”“we,”“us,”“our company”and“our”are to Hesai Group,our Cayman Islands holdingcompany,and its subsidiaries,including Hesai Technology,and“Hesai Technology”are to HesaiTechnology Co.,Ltd.and its subsidiaries in China,the U.S.and elsewhere.Unless otherwisespecified,in the context of describing busines

240、s and operations,we are referring to the business andoperations conducted by Hesai Technology;“IC”are to integrated circuit;“InGaAs”are to indium gallium arsenide;“IEC”are to the International Electrotechnical Commission;“IPC”are to the Association Connecting Electronics Industries;“ISO”are to the I

241、nternational Organization for Standardization;“ISO/TS 16949”are to a standard based on ISO 9001,including specific requirements from theautomotive sector for the design,development,production,installation and servicing of allautomotive-related products;“JEDEC”are to the Joint Electron Device Enginee

242、ring Council;“LiDAR”are to light detection and ranging,a remote sensing method that uses light to measure thedistance or range of objects;“MEMS”are to micro-electro-mechanical system;“nm”are to nanometer;“OEM”are to original equipment manufacturer;“OPA”are to optical phased array,a technology enabli

243、ng laser to emit towards a specific directionby adjusting the phase of each phase shifter in an array phase shifter based on the principle ofinterference of light;“ordinary shares”are to our Class A and Class B ordinary shares,par value US$0.0001 per share;“our WFOE”or“Shanghai Hesai”are to Hesai Te

244、chnology Co.,Ltd.;“Performance”are to the explicit specifications of a LiDAR unit that directly reflect its performance,including detection range(for example,200 meters or longer at 10%reflectivity),point density(number of points generated per second,which is horizontal resolution times vertical res

245、olution,multiplied by frame rate),distance accuracy and precision,reflectivity accuracy,and interferencerejection,among others;13 2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm24/295 TABLE OF CONTENTS “primary LiDAR solut

246、ion”for an autonomous driving company are to the LiDARs whose vendor hasthe largest share by purchase dollar amount among all LiDARs used in the current fleet of theautonomous driving company;“Quality”are to the implicit aspects of a LiDAR unit that represent its ability to perform consistentlyunder

247、 a variety of circumstances over time,including robustness under extreme operatingtemperatures,different levels of humidity,waterproof levels,and mechanical shocks and stresses.Quality also represents a products manufacturing consistency,functional safety(typically ASIL-B),and viability as an automo

248、tive-grade component;“RMB”and“Renminbi”are to the legal currency of China;“Robotics”are to last-mile delivery robot,street sweeping robot,and logistics robot in restrictedareas;“RX”are to laser receiver;“SAE”are to the Society of Automotive Engineers;“SiPM”are to a receiver combining signals from mu

249、ltiple SPADs;“SoC”are to system on a chip;“SPAD”are to single photon avalanche diode;“ToF”are to Time of Flight,which is a method for measuring the distance between a sensor and anobject,based on the time difference between the emission of the laser pulse and its return to thesensor,after being refl

250、ected by an object;“TX”are to laser transmitter;“US$,”“U.S.dollars,”“$,”and“dollars”are to the legal currency of the United States;“V2X”are to vehicle to everything,a technology enabling vehicles to interact with external trafficenvironment,including vehicles,infrastructure,internet and pedestrians;

251、and“VCSEL”are to vertical cavity surface emitting laser.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by theunderwriters of their option to purchase additional ADSs.Unless otherwise noted,all translations fromRenminbi to U.S.dollars and from U.S.dollar

252、s to Renminbi in this prospectus are made at a rate ofRMB7.1135 to US$1.0000,the exchange rate in effect as of September 30,2022 as set forth in theH.10 statistical release of The Board of Governors of the Federal Reserve System.We make norepresentation that any Renminbi or U.S.dollar amounts could

253、have been,or could be,converted into U.S.dollars or Renminbi,as the case may be,at any particular rate,or at all.14 2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm25/295TABLE OF CONTENTS THE OFFERINGOffering priceWe curren

254、tly estimate that the initial public offering pricewill be between US$and US$per ADS.ADSs offered by us ADSs(or ADSs if the underwriters exercisetheir option to purchase additional ADSs in full).ADSs outstanding immediately after thisoffering ADSs(or ADSs if the underwriters exercisetheir option to

255、purchase additional ADSs in full).Ordinary shares outstanding immediatelyafter this offering Class A ordinary shares and Class B ordinaryshares(or Class B ordinary shares if the underwritersexercise their option to purchase additional ADSs in full).The ADSsEach ADS representsClass B ordinary shares,

256、par value US$0.0001 per share.The depositary will hold Class B ordinary sharesunderlying your ADSs.You will have rights as provided inthe deposit agreement among us,the depositary and holdersand beneficial owners of ADSs from time to time.We do not expect to pay dividends in the foreseeable future.I

257、f,however,we declare dividends on our Class B ordinaryshares,the depositary will pay you the cash dividends andother distributions it receives on our Class B ordinaryshares after deducting its fees and expenses in accordancewith the terms set forth in the deposit agreement.You may surrender your ADS

258、s to the depositary inexchange for Class B ordinary shares.The depositary willcharge you fees for any exchange.We may amend or terminate the deposit agreement withoutyour consent.If you continue to hold your ADSs after anamendment to the deposit agreement,you agree to bebound by the deposit agreemen

259、t as amended.To better understand the terms of the ADSs,you shouldcarefully read the“Description of American DepositaryShares”section of this prospectus.You should also read thedeposit agreement,which is filed as an exhibit to theregistration statement that includes this prospectus.Option to purchas

260、e additional ADSsWe have granted to the underwriters an option,exercisablewithin 30 days from the date of this prospectus,to purchaseup to an aggregate ofadditional ADSs.Use of proceedsWe expect that we will receive net proceeds ofapproximately US$million from this offering,assuming an initial publi

261、c offering price of US$perADS,which is the midpoint of the estimated range of theinitial public offering price shown on the front cover of thisprospectus,after deducting underwriting discounts andcommissions and estimated offering expenses payable byus.15 2023/2/1tm2120356-19_f1-none-68.1878305shttp

262、s:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm26/295 TABLE OF CONTENTS We intend to use the net proceeds from this offering for(i)investment in our manufacturing capabilities,includingconstructing new manufacturing facilities and purchasingnew manufacturing and tes

263、ting equipment;(ii)research anddevelopment,including development of our next-generationASICs and further investment in our software solutions;and(iii)general corporate purposes,which may includepotential strategic investments and acquisitions,althoughwe have not identified any specific investments o

264、racquisition opportunities at this time.See“Use ofProceeds”for more information.Lock-upWe,our directors,executive officers and all of our existingshareholders have agreed with the underwriters not to sell,transfer or dispose of any ADSs,Class B ordinary shares orsimilar securities for a period of 18

265、0 days after the date ofthis prospectus.See“Shares Eligible for Future Sale”and“Underwriting.”ListingWe intend to apply to have the ADSs listed on the NasdaqStock Market under the symbol“HSAI.”The ADSs and ourClass B ordinary shares will not be listed on any otherstock exchange or traded on any auto

266、mated quotationsystem.Payment and settlementThe underwriters expect to deliver the ADSs againstpayment therefor through the facilities of the DepositoryTrust Company on,2023.DepositaryDeutsche Bank Trust Company AmericasThe number of ordinary shares that will be outstanding immediately after this of

267、fering:is based on 115,534,593 ordinary shares issued and outstanding as of the date of this prospectus;includes ordinary shares in the form of ADSs that we will issue and sell in this offering,assuming the underwriters do not exercise their over-allotment option to purchase additional ADSs;andexclu

268、des all ordinary shares issuable upon exercise of our outstanding options and ordinary sharesreserved for future issuances under our share incentive plan.16 2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm27/295TABLE OF CON

269、TENTS SUMMARY COMBINED AND CONSOLIDATED FINANCIAL DATAThe following summary combined and consolidated statements of operations and comprehensive lossfor the years ended December 31,2019,2020 and 2021,summary combined and consolidated balancesheets data as of December 31,2019,2020 and 2021 and summar

270、y combined and consolidated cash flowsdata for the years ended December 31,2019,2020 and 2021 have been derived from our audited combinedand consolidated financial statements included elsewhere in this prospectus.The following summaryconsolidated statements of operations and comprehensive loss for t

271、he nine months ended September 30,2021 and 2022,summary consolidated balance sheets data as of September 30,2022 and summaryconsolidated cash flows data for the nine months ended September 30,2021 and 2022 are derived from ourunaudited interim consolidated financial statements included elsewhere in

272、this prospectus.Our combined and consolidated financial statements are prepared and presented in accordance withaccounting principles generally accepted in the United States of America,or U.S.GAAP.Our historicalresults are not necessarily indicative of results expected for future periods.You should

273、read this SummaryCombined and Consolidated Financial Data section together with our combined and consolidated financialstatements and the related notes and“Managements Discussion and Analysis of Financial Condition andResults of Operations”included elsewhere in this prospectus.The following table pr

274、esents our summary combined and consolidated statements of operations andcomprehensive loss data for the periods indicated:For the Year Ended December 31,For the Nine Months Ended September 30,2019 2020 2021 2021 2022 RMB RMB RMB US$RMB RMB US$(in thousands,except for share amount and per share data

275、)Summary Combined andConsolidated Statements ofOperations and ComprehensiveLoss:Net revenues 348,084 415,514 720,768 101,324 459,442 793,485 111,546 Cost of revenues (103,377 (176,600 (338,972 (47,652 (214,671 (444,339 (62,464 Gross profit 244,707 238,914 381,796 53,672 244,771 349,146 49,082 Operat

276、ing expenses:Sales and marketing expenses (38,740 (49,904 (69,266 (9,737 (48,072 (63,473 (8,924 General and administrativeexpenses (55,112 (76,553 (236,713 (33,277 (185,184 (153,380 (21,562 Research and developmentexpenses (149,817 (229,653 (368,435 (51,794 (210,627 (376,362 (52,908 Litigation settl

277、ement expense (160,098 Other operating income,net 11,009 15,384 27,333 3,842 18,741 5,948 836 Total operating expenses (392,758 (340,726 (647,081 (90,966 (425,142 (587,267 (82,558 Loss from operations (148,051 (101,812 (265,285 (37,294 (180,371 (238,121 (33,476 Interest income 19,107 20,925 32,584 4

278、,581 14,203 49,284 6,928 Foreign exchange gain/(loss)9,619 (25,696 (13,275 (1,866 (9,805 25,430 3,575 Other income/(loss),net 31 (832 34 5 62 (2,116 (297 Net loss before income tax (119,294 (107,415 (245,942 (34,574 (175,911 (165,523 (23,270 Income tax(expenses)/benefit (930 199 1,115 157 1,113 44 6

279、 Net loss (120,224 (107,216 (244,827 (34,417 (174,798 (165,479 (23,264 Deemed dividend (55,247 (2,211,330 (310,864 (2,206,731 (446,022 (62,701 Net loss attributable to ordinaryshareholders (175,471 (107,216 (2,456,157 (345,281 (2,381,529 (611,501 (85,965 17)2023/2/1tm2120356-19_f1-none-68.1878305sht

280、tps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm28/295(1)TABLE OF CONTENTS For the Year Ended December 31,For the Nine Months Ended September 30,2019 2020 2021 2021 2022 RMB RMB RMB US$RMB RMB US$(in thousands,except for share amount and per share data)Net loss per

281、 share:Basic and diluted (2.20 (1.19 (23.39 (3.29 (23.48 (5.29 (0.74 Weighted average shares used in calculating net loss per ordinary share:Basic and diluted 79,899,201 89,895,471 104,987,478 104,987,478 101,433,139 115,534,593 115,534,593 Pro forma net loss per share:Basic and diluted (24.28 (3.41

282、 Pro forma weighted average shares used in calculating net loss per ordinary share:Basic and diluted 104,987,478 104,987,478 Note:The pro forma net loss per share for the year ended December 31,2021 was presented to include a correspondingshare-based compensation impact amounting to RMB93.2 million,

283、assuming the initial public offering conditionwas met on January 1,2021,and the service vesting condition as of September 30,2022 was also met on January 1,2021.In addition,nil options have been exercised due to the effectiveness of the initial public offering condition in2021.The following table pr

284、esents our summary combined and consolidated balance sheets data as of thedates indicated:As of December 31,As of September 30,2019 2020 2021 2022 RMB RMB RMB US$RMB US$(in thousands)Summary Combined and ConsolidatedBalance Sheets Data:Cash and cash equivalents 112,737 256,688 449,352 63,169 750,561

285、 105,512 Short-term investments 910,972 638,981 2,342,743 329,338 1,317,564 185,220 Accounts receivable(net of allowance for doubtful accounts of RMB2,257,RMB5,270,RMB7,294 and RMB7,254 as of December 31,2019,2020 and 2021 and September 30,2022,respectively)36,511 56,319 85,821 12,065 362,944 51,022

286、 Inventories 70,243 149,925 376,244 52,892 567,887 79,832 Prepayments and other current assets 31,835 40,658 89,119 12,528 111,005 15,605 Total current assets 1,170,260 1,209,239 3,493,359 491,090 3,115,459 437,964 Total assets 1,242,362 1,312,125 3,952,369 555,617 3,803,302 534,659 Accounts payable

287、 18,608 55,437 77,271 10,863 181,380 25,498 Accrued expenses and other current liabilities 229,091 91,895 370,854 52,134 247,358 34,773 Total current liabilities 271,168 166,740 892,158 125,418 824,746 115,940 Total liabilities 313,150 174,932 902,548 126,879 853,783 120,021 Total mezzanine equity 1

288、,098,639 5,540,491 778,870 5,986,513 841,571 Total shareholders(deficit)/equity (169,427 1,137,193 (2,490,670 (350,132 (3,036,994 (426,933 18)(1)(1)2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm29/295TABLE OF CONTENTS As

289、of December 31,As of September 30,2019 2020 2021 2022 RMB RMB RMB US$RMB US$(in thousands)Total liabilities,mezzanine equity andshareholders(deficit)/equity 1,242,362 1,312,125 3,952,369 555,617 3,803,302 534,659 The following table presents our summary combined and consolidated statements of cash f

290、lows data forthe periods indicated:For the Year Ended December 31,For the Nine Months Ended September 30,2019 2020 2021 2021 2022 RMB RMB RMB US$RMB RMB US$(in thousands)Summary Combined andConsolidated Cash Flows Data:Net cash provided by/(used in)operating activities 46,166 (352,015 (228,386 (32,1

291、04 (114,090 (505,667 (71,086 Net cash(used in)/provided byinvesting activities (779,497 179,027 (1,980,237 (278,377 (1,168,823 769,607 108,190 Net cash provided by financingactivities 739,741 323,437 2,403,726 337,908 1,950,083 Net increase in cash and cashequivalents 6,410 150,449 195,103 27,427 66

292、7,170 263,940 37,104 Cash and cash equivalents at thebeginning of the year/period 104,336 112,737 256,688 36,085 256,688 449,352 63,169 Effect of foreign currency exchangerate changes on cash and cashequivalents 1,991 (6,498 (2,439 (343 22,114 37,269 5,239 Cash and cash equivalents at the end of the

293、 year/period 112,737 256,688 449,352 63,169 945,972 750,561 105,512 19)2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm30/295 TABLE OF CONTENTS RISK FACTORSAn investment in our ADSs involves significant risks.You should con

294、sider carefully all of theinformation in this prospectus,including the risks and uncertainties described below,before making aninvestment in our ADSs.Any of the following risks could have a material and adverse effect on our business,financial condition and results of operations.In any such case,the

295、 market price of our ADSs could decline,and you may lose all or part of your investment.Risks Related to Our Business and IndustryWe are an early stage company with a history of losses,and we may not be able to achieve profitability in the future.We have a history of net losses.We incurred net losse

296、s of RMB120.2 million,RMB107.2 million,RMB244.8 million(US$34.4 million),RMB174.8 million and RMB165.5 million(US$23.3 million)in2019,2020,2021 and the nine months ended September 30,2021 and 2022,respectively.We may continueto incur operating and net losses in the foreseeable future.Our potential p

297、rofitability is dependent uponcontinued increase in customer needs for our LiDAR products and our success in competing against otherparticipants in the markets in which we operate,which may not occur.Our revenues may not grow sufficiently to offset the increase in our expenses as we:continue to inve

298、st in the design and upgrading of our LiDAR products;expand our production capabilities to produce our LiDAR products,including constructing newmanufacturing facilities;enhance our efforts to develop and commercialize LiDAR products for Robotics and other emergingmarkets;expand our design,developmen

299、t,installation and servicing capabilities;continue to build up inventories of parts and components for our LiDAR products;hire additional engineers and other personnel as we expand our business;andincrease our sales and marketing activities and develop our distribution infrastructure.Because we will

300、 incur the costs and expenses from these efforts before we receive incrementalrevenues with respect thereto,our losses in future periods could be significant.In addition,we may find thatthese efforts are more expensive than we currently anticipate or that these efforts may not result in revenues,whi

301、ch would further increase our losses.Such losses may materially and adversely affect our financialcondition and the price of our ADSs.Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we mayencounter.We have been focused on developing our

302、LiDAR products since 2016.This relatively limited operatinghistory makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.Risks and challenges we have faced or expect to face include our ability to:produce and deliver LiDAR and software products of acceptab

303、le performance;develop and commercialize our in-house ASICs;forecast our revenue and budget for and manage our expenses;attract new customers and retain existing customers;comply with existing and new or modified laws and regulations applicable to our business;plan for and manage capital expenditure

304、s for our current and future products,and manage our supplychain and supplier relationships related to our current and future products;anticipate and respond to macroeconomic changes and changes in the markets in which we operate;20 2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives

305、/edgar/data/1861737/0004072/tm2120356-19_f1.htm31/295 TABLE OF CONTENTS maintain and enhance the value of our reputation and brand;effectively manage our growth and business operations,including the impacts of the COVID-19pandemic on our business;develop and protect intellectual property;

306、hire,integrate and retain talented people at all levels of our organization;andsuccessfully develop new solutions to enhance the experience of customers.If we fail to address the risks and difficulties that we face,including those associated with thechallenges listed above as well as those described

307、 elsewhere in this“Risk Factors”section,our business,financial condition and results of operations could be adversely affected.Further,because we have limitedhistorical financial data and operate in a rapidly evolving market,any predictions about our future revenueand expenses may not be as accurate

308、 as they would be if we had a longer operating history or operated in amore predictable market.We have encountered in the past,and will encounter in the future,risks anduncertainties frequently experienced by growing companies with limited operating histories in rapidlychanging industries.If our ass

309、umptions regarding these risks and uncertainties,which we use to plan andoperate our business,are incorrect or change,or if we do not address these risks successfully,our results ofoperations could differ materially from our expectations and our business,financial condition and results ofoperations

310、could be adversely affected.Our LiDAR products used on vehicles are highly complex and may contain defects or otherwise fail to perform inline with expectations,which could reduce the market adoption of our new products,damage our reputation withcurrent or prospective customers,expose us to product

311、liability and other claims and adversely affect our operatingresults.We sell the majority of our LiDAR products to Autonomous Mobility companies to be installed onvehicles.Those products are highly technical and very complex and require high standards to manufactureand have in the past and will like

312、ly in the future experience defects,errors or reliability issues at variousstages of development.We may be unable to timely release new products,manufacture existing products,correct problems that have arisen or correct such problems to our customers satisfaction.Additionally,undetected errors,defec

313、ts or security vulnerabilities,especially as new products are introduced or as newversions are released,could result in serious injury or even death to the end users of technologyincorporating our products,or those in the surrounding area,litigation against us,negative publicity andother consequence

314、s.These risks are particularly prevalent in the highly competitive Autonomous Mobilityand ADAS markets.Some errors or defects in our products may only be discovered after they have beentested,commercialized and deployed by customers,in which case we may incur significant additionaldevelopment costs

315、and product recall,repair or replacement costs.These problems may also result inclaims,including class actions,against us by our customers or others.Our reputation or brand may bedamaged as a result of these problems and customers may be reluctant to buy our products,which couldadversely affect our

316、ability to retain existing customers and attract new customers and could adverselyaffect our financial results.In addition,we could face material legal claims for breach of contract,product liability,fraud,tort orbreach of warranty as a result of these problems.Defending a lawsuit,regardless of its

317、merit,could becostly and may divert managements attention and adversely affect the markets perception of us and ourproducts.In addition,our insurance coverage could prove inadequate with respect to a claim and futurecoverage may be unavailable on acceptable terms or at all.Furthermore,any defects in

318、 or significant malfunctioning of our LiDAR products may weakencustomer confidence in LiDAR products.As the markets for LiDAR products are emerging and evolving,loss of customer confidence in LiDAR products could have a material adverse impact on the future of suchmarkets in general and our business

319、 prospects in particular.If our LiDAR products are not selected by automotive or robot OEMs or their suppliers,our business will bematerially and adversely affected.Automotive and robot OEMs and their suppliers typically design and develop ADAS,AutonomousMobility,Robotics and other key technologies

320、over several years.These OEMs and suppliers undertake 21 2023/2/1tm2120356-19_f1-none-68.1878305shttps:/www.sec.gov/Archives/edgar/data/1861737/0004072/tm2120356-19_f1.htm32/295 TABLE OF CONTENTS extensive testing or qualification processes prior to placing orders for large quantities of

321、products such asour LiDAR products,because such products will function as part of a larger system or platform and mustmeet certain other specifications.We spend significant time and resources to have our products selected byautomotive and robot OEMs and their suppliers.If our LiDAR products are not

322、selected by an automotive orrobot OEM with respect to a particular vehicle or robot model,we may not have an opportunity to supplyour products to the OEM for that model for a period of many years.If our LiDAR products are not selectedby an OEM or its suppliers for one vehicle or robot model or if ou

323、r LiDAR products are not successful inthat model,it is unlikely that our product will be deployed in other models of that OEM.If we fail to win asignificant number of vehicle or robot models from one or more of automotive or robot OEMs or theirsuppliers,our business,results of operations and financi

324、al condition will be materially and adverselyaffected.Furthermore,even if our products are selected and we enter into framework agreements with OEMs ortheir suppliers,as we have with many of our customers,we cannot assure you such framework agreementswill always materialize into actual purchase orde

325、rs,as in such agreements,our counterparties often retainthe discretion as to whether and when to place orders for our products,and our supply of products may besubject to other conditions such as meeting certain development milestones.We currently have and target many customers that are large corpor

326、ations with substantial negotiating power,exacting product standards and potentially competitive internal solutions.If we are unable to sell our products tothese customers or do so on terms acceptable to us,our prospects and results of operations will be adversely affected.Many of our customers and

327、potential customers are large,multinational corporations with substantialnegotiating power relative to us and,in some instances,may have internal solutions that are competitive toour products.These large,multinational corporations also have significant development resources,whichmay allow them to ac

328、quire or develop independently,or in partnership with others,competitivetechnologies.Meeting the technical requirements of any of these companies and being selected by them forsupplying LiDAR products will require a substantial investment of our time and resources.We cannotassure you that our LiDAR

329、products will be selected by these or other companies or that we will generatemeaningful revenue or profit from the sales of our products to these key potential customers.If our productsare not selected by these large corporations or if these corporations develop or acquire competitivetechnology,it

330、will have an adverse effect on our business.Our ability to develop,manufacture,and deliver LiDAR products of high quality and appeal to customers,onschedule,and on a large scale is still evolving.The sustainability of our business depends,in large part,on our ability to timely execute our plan todev

331、elop,manufacture,and deliver on a large scale LiDAR products of high quality and appeal to customers.Our current manufacturing facility,together with a transitional production line,supports an annualproduction capacity of 35,000 units for the non-AT series,plus an expected monthly production capacit

332、y ofapproximately 20,000 units for the AT series.To date we have limited LiDAR manufacturing experience tobalance production volume and product quality and appeal,and therefore cannot assure you that we will beable to achieve our targeted production volume of commercially viable LiDAR products on a

333、timely basis,or at all.Our continued development,manufacturing,and delivery of LiDAR products of high quality to achieveour targeted production volume are and will be subject to risks,including with respect to:lack of necessary funding;delays or disruptions in our supply chain;quality control deficiencies;compliance with environmental,workplace safety,and relevant regulations;andcost overruns.As w