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December 1, 2022
Yifan Li
Chief Executive Officer
Hesai Group
9th Floor, Building L2-B
1588 Zhuguang Road, Qingpu District
Shanghai 201702
People’s Republic of China
Re:Hesai Group
Amendment No. 5 to Draft Registration Statement on Form F-1
Submitted November 18, 2022
CIK No. 0001861737
Dear Yifan Li:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless otherwise noted, where prior comments are referred to they refer to our letter
dated November 8, 2022.
Amendment No. 5 to Draft Registration Statement on Form F-1
Summary Combined and Consolidated Financial Data, page 18
1.We note your response to prior comment 3.  Please ensure you update your pro forma
calculation through the effectiveness date of your IPO to reflect the service conditions that
will be met as of this date.

 FirstName LastNameYifan Li
 Comapany NameHesai Group
 December 1, 2022 Page 2
 FirstName LastName
Yifan Li
Hesai Group
December 1, 2022
Page 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 77
2.We note your response to prior comment 5.  Please confirm that there have not been any
material changes to the selling prices, costs, and gross margins relating to the shipments
that were made subsequent to the most recent reporting period and the remaining
projected shipments for 2022.   Ensure that you update your disclosures through the
effectiveness date of your IPO.
Inflation, page 99
3.Your disclosure indicates that you expect higher inflation in the United States would
increase your supply chain cost as you import some of your materials and components
from the United States.  Please clarify the percentage of your cost of revenues and
operating expenses that are sourced from the United States.
Combined and Consolidated Financial Statements for the Years Ended December 31, 2019, 2020
and 2021
Notes to Combined and Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Convenience translation, page F-19
4.You disclose that your convenience translation was calculated using exchange rates as of
June 30, 2022. Please revise to use the exchange rate as of the most recent balance sheet
date included in the filing except that a rate as of the most recent practicable date shall be
used if materially different. Refer to Rule 3-20(b)(1) of Regulation S-X.
Unaudited Condensed Consolidated Financial Statements for the Nine Months Ended September
30, 2021 and 2022
Notes to the Unaudited Condensed Consolidated Financial Statements
4. Accounts Receivable, Net, page F-58
5.We note your disclosure on page 91 that your accounts receivable, contract assets, and
amounts due from related parties turnover days increased to 104 days in the nine months
ended September 30,2022 due to the expansion of your customer base, which includes
larger customers that prefer longer payment cycles.  We also note that two customers
accounted for 54.7% of your accounts receivable balance as of September 30, 2022.
Please expand your disclosure to include a discussion of the risk characteristics relevant to
these customers as well as the remainder of your portfolio.  Clarify how you took into
account changes in your portfolio composition in determining expected credit losses.
 Refer to ASC326-20-50-11.

 FirstName LastNameYifan Li
 Comapany NameHesai Group
 December 1, 2022 Page 3
 FirstName LastName
Yifan Li
Hesai Group
December 1, 2022
Page 3
            You may contact Laura Veator, Senior Staff Accountant, at (202) 551-3716 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202) 551-3447 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yuting Wu, Esq.