Securities Registration: Employee Benefit Plan (s-8)
June 20 2023 - 7:29AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on June 20, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Hesai Group
(Exact name of registrant as specified in its charter)
Cayman Islands
(State or other jurisdiction of
incorporation or organization) |
Not Applicable
(I.R.S. Employer
Identification Number) |
9th Floor, Building L2-B, 1588 Zhuguang Road
Qingpu District, Shanghai 201702
The People’s Republic of China
(Address of Principal Executive Offices and
Zip Code)
2021 Share Incentive
Plan
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 (800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ |
Accelerated filer ¨ |
Non-accelerated filer x |
Smaller reporting company ¨ |
|
Emerging growth company x |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
Copies to:
Louis T. Hsieh
Global Chief Financial
Officer
Hesai Group
9th Floor, Building
L2-B
1588 Zhuguang Road
Qingpu District
Shanghai 201702
The People’s Republic
of China
+86 21 3158-8240 |
Yuting Wu, Esq.
Skadden, Arps, Slate,
Meagher & Flom
LLP
46/F, JingAn Kerry
Centre
Tower II, 1539 Nanjing
West Road
Shanghai
The People's Republic
of China
+86 21 6193-8200
|
Shu Du, Esq.
Skadden, Arps, Slate,
Meagher & Flom
LLP
c/o 42/F, Edinburgh
Tower
The Landmark
15 Queen’s Road
Central
Hong Kong
+852 3740-4700 |
Yilin Xu, Esq.
Skadden, Arps, Slate,
Meagher & Flom
LLP
30/F, China World Office 2
No. 1, Jianguomenwai
Avenue
Chaoyang District
Beijing 100004, China
+86 (10) 6535-5500 |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 2. | Registrant Information and Employee Plan Annual Information* |
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.
The documents containing information specified in this Part I will be separately provided to the participants covered by the 2021
Share Incentive Plan (the “Plan”), as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference |
The following documents previously filed by Hesai Group (the “Registrant”)
with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of
this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that
all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document
incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the
extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be
incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except
as so modified or superseded, to be a part of this registration statement.
| Item 4. | Description of Securities |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel |
Not applicable.
| Item 6. | Indemnification of Directors and Officers |
Cayman Islands law does not limit the extent to which a company’s
articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held
by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences
of committing a crime. The Registrant’s second amended and restated articles of association, adopted by a special resolution of
its shareholders passed on January 28, 2023 and effective immediately prior to the completion of the initial public offering of the
Registrant’s American Depositary Shares representing its Class B Ordinary Shares, provides that the Registrant shall indemnify
its directors and officers against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained
by such persons other than by reason of their own dishonesty, willful default or fraud, in or about the conduct of the Registrant’s
business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of their duties, powers, authorities
or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by
such persons in defending (whether successfully or otherwise) any civil proceedings concerning the Registrant or its affairs in any court
whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreement, the form of which was filed
as Exhibit 10.2 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-269247), the Registrant
has agreed to indemnify its directors and executive officers against certain liabilities and expenses incurred by such persons in connection
with claims made by reason of their being directors or officers of the Registrant.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
| Item 7. | Exemption from Registration Claimed |
Not applicable.
See the Index to Exhibits attached hereto.
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in this registration statement; and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to that information in the registration statement; |
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this registration statement;
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue. |
EXHIBIT INDEX
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on June 20,
2023.
|
Hesai Group |
|
|
|
|
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By: |
/s/
Yifan Li |
|
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Name: |
Yifan Li |
|
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Title: |
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, each of Yifan Li and Louis T. Hsieh, with full power to act alone,
as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place, and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be
done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said
attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the capacities on June 20, 2023.
Signature |
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Title |
|
|
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/s/ Yifan
Li |
|
Director and Chief Executive Officer |
Yifan Li |
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(Principal Executive Officer) |
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/s/ Kai
Sun |
|
Director |
Kai Sun |
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/s/ Shaoqing
Xiang |
|
Director |
Shaoqing Xiang |
|
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/s/ Louis
T. Hsieh |
|
Director and Global Chief Financial Officer |
Louis T. Hsieh |
|
(Principal Financial and Accounting Officer) |
|
|
|
/s/ Cailian
Yang |
|
Director |
Cailian Yang |
|
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/s/ Bonnie
Zhang |
|
Director |
Bonnie Zhang |
|
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/s/ Jie
Chen |
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Director |
Jie Chen |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized
representative in the United States of Hesai Group, has signed this registration statement or amendment thereto in New York, New York
on June 20, 2023.
|
Authorized U.S. Representative |
|
Cogency Global Inc. |
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By: |
/s/ Collen A. De Vries |
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Name: |
Collen A. De Vries |
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Title: |
Senior Vice President |
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