禾赛美股招股说明书(2025-09-05版)

Preliminary Prospectus Supplement to Prospectus dated September5, 2025 This prospectus supplement relates to the offering ofClassB ordinary shares, par valueUS$0.0001 per share, of Hesai Group as part of a global offering, or the Global Offering, consisting of(i)an international offering of 15,300,0000 ClassB ordinary shares, comprisingClassB ordinaryshares in a U.S. offering, or the Registered Offering, andClassB ordinary shares offered to ourCornerstone Investors (as described below), or the Exempt Offering, and (ii)a Hong Kong public offeringof 1,700,000 ClassB ordinary shares. The number of Class B ordinary shares offered hereby will bedetermined at the time of pricing and will be based on the number of Class B ordinary shares sold to ourCornerstone Investors. The public offering price for the international offering and the Hong Kong publicoffering is HK$per ClassB ordinary share, or approximately US$per ClassB ordinary sharebased on an exchange rate of HK$7.8499 to US$1.00. Certaininvestors,including HHLR Advisors,Ltd.,Taikang Life Insurance Co.,Ltd,WT AssetManagement Limited, Grab Holdings Limited, Hongda Group (Hong Kong) Co., Limited, and CommandoGlobalFund(the“Cornerstone Investors”),have agreed to purchase an aggregate of approximatelyUS$148.0 million of Class B ordinary shares on the same terms as other investors in the internationaloffering. Assuming such shares are sold at the maximum offer price of HK$228.00, the CornerstoneInvestors would purchase an aggregate of 5,059,820 Class B ordinary shares (rounded down to the nearestwhole board lot of 20 Class B Ordinary Shares) . Such ClassB ordinary shares are being offered and sold inreliance on RegulationS and are not covered by this prospectus supplement and accompanying prospectus.See “The Offering.” Our American depositary shares, or ADSs, are listed on the Nasdaq Global Select Market under thesymbol “HSAI.” Each ADS represents one ClassB ordinary share. On September4, 2025, the last reportedsale price of the ADSs on the Nasdaq Global Select Market was US$26.41 per ADS, or HK$207.32 perClassB ordinary share, based upon an exchange rate of HK$7.8499 to US$1.00. We will determine the offer price for both the international offering and the Hong Kong public offeringby reference to, among other factors, the closing price of our ADSs on the last trading day before the pricingof the Global Offering, which is expected to be on or about September12, 2025 (Hong Kong time). Themaximum offer price for the Hong Kong public offering is HK$228.00, or US$29.04, per ClassB ordinaryshare (equivalent to US$29.04 per ADS). The allocation of ClassB ordinary shares between the international offering and the Hong Kong publicoffering is subject to reallocation. For more information, see “Underwriting” beginning on pageS-39of thisprospectus supplement. The public offering price in the international offering may differ from the publicoffering price in the Hong Kong public offering. See “Underwriting — Pricing.” The international offeringcontemplated herein consists of a U.S. offering and a non-U.S. offering made outside the United States incompliance with applicable law. We are paying a registration fee for ClassB ordinary shares sold in theUnited States, as well as for ClassB ordinary shares initially offered and sold outside the United States inthe Global Offering (other than an aggregate ofClass B ordinary shares sold to our CornerstoneInvestors) that may be resold from time to time into the United States. We have applied to list our ClassB ordinary shares on The Stock Exchange of Hong Kong Limited, orthe Hong Kong Stock Exchange, pursuant to the Hong Kong Stock Exchange Listing Rules under the stockcode “2525.” We are an “emerging growth company” under applicable U.S. federal securities laws and are eligiblefor reduced public company reporting requirements. Investing in our ADSs and Class B ordinary shares involves risks. See “Risk Factors” beginning on pageS-23of this prospectus supplement and those included in the accompanying prospectus and the documentsincorporated by reference in the accompanying prospectus to read about factors you should consider beforebuying our ADSs.The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not offersto sell nor do they seek offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Hesai Group is not a Chinese operating company, but a Cayman Islands holding company withoperations mainly conducted by its subsidiaries based in mainland China, and to a lesser extent by its subsidiaries based in the United States and elsewhere. This structure involves unique risks to investors. Formore details, see “Item3. Key Information — D. Risk Factors — Risks Related to Doing Business in China— Uncertainties exist with respect to how the PRC Foreign Investment Law may impact the viabilit